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01 January 10, 2018 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 10, 2018 LOCATION: BOARD ROOM County of Riverside Administrative Center 4080 Lemon Street, First Floor, Riverside COMMISSIONERS Chair – Dana Reed Vice Chair – Chuck Washington Second Vice Chair – Ben Benoit Kevin Jeffries, County of Riverside, District 1 John F. Tavaglione, County of Riverside, District 2 Chuck Washington, County of Riverside, District 3 V. Manuel Perez, County of Riverside, District 4 Marion Ashley, County of Riverside, District 5 Deborah Franklin / Art Welch, City of Banning Lloyd White / Nancy Carroll, City of Beaumont Joseph DeConinck / Tim Wade, City of Blythe Jim Hyatt / Linda Molina, City of Calimesa Randall Bonner / 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 / Michael Perciful, City of Hemet Dana Reed / To Be Appointed, City of Indian Wells Michael Wilson / Glenn Miller, City of Indio Brian Berkson / Verne Lauritzen, City of Jurupa Valley Kathleen Fitzpatrick / Robert Radi, City of La Quinta Bob Magee / Natasha Johnson, City of Lake Elsinore Neil Winter / John Denver, City of Menifee Victoria Baca / To Be Appointed, City of Moreno Valley Rick Gibbs / Jonathan Ingram, City of Murrieta Berwin Hanna / Ted Hoffman, City of Norco Jan Harnik / Kathleen Kelly, City of Palm Desert Lisa Middleton / Geoffrey Kors, City of Palm Springs Michael M. Vargas / Rita Rogers, City of Perris Ted Weill / Charles Townsend, City of Rancho Mirage Rusty Bailey / Andy Melendrez, City of Riverside Andrew Kotyuk / Scott Miller, City of San Jacinto Michael S. Naggar / Matt Rahn, City of Temecula Ben Benoit / Timothy Walker, City of Wildomar John Bulinski, Governor’s Appointee Caltrans District 8 COMM-COMM-00076 City of Temecula City Clerk Department 4 I 000 Main Street • Temecula, CA 92590 Phone (95 I) 694-6444 • Fax (95 I) 694-6449 • TemeculaCA.gov January 9, 2018 RCTC Attn: Tara Byerly Via Email: TByerly@rctc.org SUBJECT: Attendance at Meeting of January 10, 2018 Dear Tara: Please note that Council Member Maryann Edwards will be attending the RCTC Commission meeting tomorrow, January 10, 2018 at 9:30 a.m. on behalf of Council Members Mike Naggar (primary) and Matt Rahn (alternate). Please let me know if you have any questions regarding the same. Thank you. Randi Johl, City Cler~ Tara Byerly From: Sent: To: Cc: Subject: Attachments: Importance: Tara Byerly Tuesday, January 09, 2018 10:50 AM Tara Byerly STANDIFO; Anne Mayer; Alexandra Rackerby Important Regarding RFP 18-24-067 RCTC Letter to the Commission -SIGNED.pdf High Good morning Commissioners, Some of you have received the attached letter regarding a consent calendar item on the Commission agenda tomorrow. We wanted to ensure that you all received a copy. Staff will be prepared to answer any questions you have at the meeting. Respectfully, Tara Byerly RCTC 1 SEMILLA Landscape Corporation January 4, 2018 Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Regarding RFP 18-24-067-00 Dear Respected Commission Members, Semilla Landscape Corporation 3380 La Sierra Avenue Suite 104 Riverside California 92503 Phone: 951.335.0050 Fax: 951.335.0051 www.semillacorp.com I would like to respectfully ask for your time so that I may share our recent experience with the above mentioned RFP and the process there after. To provide a bit of background, this RFP was originally put out for bid under RFP 18-24-025-00 in August 2017. We participated and submitted a proposal. To our dismay it was brought to our attention that our direct supervisor had spoke with our staff pertaining the RFP. During this conversation he relayed that, "Semilla will not be getting the contract, some people don't like them." he also told our staff he knew the company that would be awarded the contract and that he would, "see if he could keep their jobs with the new company" Please note that this conversation happened weeks prior the bid due date. With this troubling information we filed a formal protest with Ms. Anne Mayer. The RFP was then rescinded and rebid. We respected the fact that the Commission opted to rebid the project, we were optimistic that this process would be void of any issues. However, with the rebid again the successful bidder was the same as foretold in the first RFP, Ultimate Maintenance, Inc. We suspected bias and collusion in the bidding process, namely the evaluation/scoring. This contention is based on the fact that we have provided a quality service to the Commission for 10 years, we have never had any reprimands or noted deficiencies in our work performance, yet our evaluation scores do not reflect this experience and service. 1. "Qualifications of Personnel" we believe our scores were not reflective of our past work performance. We have maintained the same staff for over 8 years. Our staff was consistently complemented on their work performance. Not to mention if our personnel was subpar it begs the question why our staff was offered a job with the new company. SEMILLA Landscape Corporation Semilla Landscape Corporation 3380 La Sierra Avenue Suite 104 Riverside California 92503 Phone: 951.335.0050 Fax: 951.335.0051 www.semillacorp.com 2. "Understanding and Approach" we have had the same approach with respect to our duties, additionally our approach was approved by our direct supervisor. We have a full understanding of the job and what it entails, as we have been providing the service for many years. Again, we question the motivation of the low score we received in this category. 3. Please note that we also provided the lowest bid to the Commission for this RFP. Our proposal would provide a significance savings to the Commission while continuing to provide a quality service. We are not merely bringing these issue to light because we were not the successful bidder, moreover because we submit the bias and collusion that plagued the first RFP overshadowed this RFP as well. We find it suspect the successful bidder was named prior to the bids being received by the Commission, especially coupled with the fact that we assert that the evaluation process was orchestrated to secure the desired outcome. We have additional facts to support these assertions, particularly repeated requests by our supervisory staff for compensation. We offered to speak about this with Ms. Anne Mayer and Mr. Matthew Wallace however the offer was dismissed. We make ourselves fully available to the Commission to discuss this matter further as well as discuss the additional information we have. We appreciate your reply as we understand that time is of the essence as this RFP is on the January 10th agenda. Respectfu I ly, Joshua Lara Tara Byerly From: Sent: To: Cc: Subject: Tara Byerly Wednesday, January 03, 2018 1:13 PM Tara Byerly STANDIFO; Anne Mayer RCTC: January Commission Agenda -01.10.2018 Good afternoon Commissioners, The January Agenda for the Commission meeting scheduled for Wednesday, January 10, 2018@ 9:30 a.m. is available. Please copy the link: http://rctcdev.info/uploads/media items/januarv-commission-agenda-januarv-10-2018.original.pdf Conflict of Conflict of Interest Form.pelf 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, Tara Byerly Deputy Clerk of the Board Riverside County Transportation Commission 951.787.7141 W 1951.787.7906 F 4080 Lemon St. 3rd Fl. I P.O. Box 12008 Riverside, CA 92502 rctc.org f w in m 1 Tara Byerly From: Sent: To: Subject: Tara Byerly Wednesday, January 03, 2018 1:20 PM Tara Byerly RCTC: January Commission Agenda -01.10.2018 Good afternoon Commission Alternates, The January Agenda for the Commission meeting scheduled for Wednesday, January 10, 2018 @ 9:30 a.m. is available. Please copy the link: http://rctcdev.info/uploads/media items/januarv-commission-agenda-januarv-10-2018.original.pdf Respectfully, Tara Byerly Deputy Clerk of the Board Riverside County Transportation Commission 951.787.7141 W 1951.787.7906 F 4080 Lemon St. 3rd Fl. I P.O. Box 12008 Riverside, CA 92502 rctc.org f -in m 1 TO: FROM: DATE: SUBJECT: RIVERSIDE COUNTY TRANSPORTATION COMMISSION Riverside County Transportation Commission Tara Byerly, Deputy Clerk of the Board January 3, 2018 Possible Conflicts of Interest -Riverside County Transportation Commission Agenda of January 10, 2018 The January 10, 2018 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. 7 A -New Financial Enterprise Resource Planning Software Consultants(s) Tyler Technologies, Inc. Robert Kennedy-Jensen, Senior Corporate Attorney 1 Tyler Drive Yarmouth, ME 04096 Agenda Item No. 78 -Amendment to Agreement with Parsons Transportation Group for Project and Construction Management Services for the 15/91 Express Lanes Connector Project Consultant(s) Parsons Transportation Group, Inc. Jason Lemons, P.E. -Program Director 2201 Dupont Drive, Suite 200 Irvine, CA 92612 Agenda Item No. 7C-Agreement with HNTB Corporation for Next Generation Toll Feasibility Study Services Consultant(s) HNTB Corporation Thomas D. Ellis, Senior Vice President 3633 Inland Empire Boulevard, Suite 750 Ontario, CA 91764 RCTC Potential Conflicts of Interest January 3, 2018 Page 2 Agenda Item No. 7E -Agreements for On-Call Design Engineering and Environmental Services for Commuter Rail and Station Capital Improvement Projects Consultant(s) HOR Engineering, Inc. Kip D. Field, P.E. -Vice President 2280 Market Street, Suite 100 Riverside, CA 92501 HNTB Corporation Arthur J. Had nett, Senior Vice President 3633 Inland Empire Boulevard, Suite 750 Ontario, CA 91764 Jacobs Engineering Group Inc. Lou Cornell, Vice President 725 Town & Country Road, Suite 300 Orange, CA 92868 STV Incorporated David L. Borger, P.E. -Senior Vice President 9130 Anaheim Place, Suite 210 Rancho Cucamonga, CA 91730 Agenda Item No. 7F -Agreement for Janitorial Services for the Commuter Rail Stations and Toll Facilities Consultant(s) Enterprise Rideshare Brendon Ross, Vice President -Finance 333 City Boulevard West, Suite 1105 Orange, CA 92868 Agenda Item No. 7G -Agreement for Vanpool Vehicle Leasing Services Consultant(s) Ultimate Maintenance Services Claudia Salomon, Secretary 4237 Redondo Beach Boulevard Lawndale, CA 90260 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 10, 2018 BOARD ROOM County of Riverside Administrative Center 4080 Lemon Street, First Floor, Riverside, CA In compliance with the Brown Act and Government Code Section 54957.5, agenda materials distributed 72 hours prior to the meeting, which are public records relating to open session agenda items, will be available for inspection by members of the public prior to the meeting at the Commission office, 4080 Lemon Street, Third Floor, Riverside, CA, and on the Commission’s website, www.rctc.org. In compliance with the Americans with Disabilities Act, Government Code Section 54954.2, and the Federal Transit Administration Title VI, please contact the Clerk of the Board at (951) 787-7141 if special assistance is needed to participate in a Commission meeting, including accessibility and translation services. Assistance is provided free of charge. Notification of at least 48 hours prior to the meeting time will assist staff in assuring reasonable arrangements can be made to provide assistance at the meeting. 1. CALL TO ORDER 2. ROLL CALL 3. PLEDGE OF ALLEGIANCE 4. PUBLIC COMMENTS – Each individual speaker is limited to speak three (3) continuous minutes or less. The Commission may, either at the direction of the Chair or by majority vote of the Commission, waive this three-minute time limitation. Depending on the number of items on the Agenda and the number of speakers, the Chair may, at his/her discretion, reduce the time of each speaker to two (2) continuous minutes. In addition, the maximum time for public comment for any individual item or topic is thirty (30) minutes. Also, the Commission may terminate public comments if such comments become repetitious. Speakers may not yield their time to others without the consent of the Chair. Any written documents to be distributed or presented to the Commission shall be submitted to the Clerk of the Board. This policy applies to Public Comments and comments on Agenda Items. Under the Brown Act, the Commission should not take action on or discuss matters raised during public comment portion of the agenda that are not listed on the agenda. Commission members may refer such matters to staff for factual information or to be placed on the subsequent agenda for consideration. 5. APPROVAL OF MINUTES – DECEMBER 13, 2017 Riverside County Transportation Commission Agenda January 10, 2018 Page 2 6. ADDITIONS / REVISIONS – The Commission may add an item to the Agenda after making a finding that there is a need to take immediate action on the item and that the item came to the attention of the Commission subsequent to the posting of the agenda. An action adding an item to the agenda requires 2/3 vote of the Commission. If there are less than 2/3 of the Commission members present, adding an item to the agenda requires a unanimous vote. Added items will be placed for discussion at the end of the agenda. 7. CONSENT CALENDAR – All matters on the Consent Calendar will be approved in a single motion unless a Commissioner(s) requests separate action on specific item(s). Items pulled from the Consent Calendar will be placed for discussion at the end of the agenda. 7A. NEW FINANCIAL ENTERPRISE RESOURCE PLANNING SOFTWARE Page 1 Overview This item is for the Commission to: 1) Receive and file information on Tyler Technologies (Tyler) Munis Financial Enterprise Resource Planning (ERP) software; 2) Approve Agreement No. 18-19-082-00 with Tyler for the implementation of the Munis ERP software package to replace the current ERP and annual cloud-based services for an initial three-year period in the amount of $593,421, plus a contingency amount of $31,579, for a total amount not to exceed $625,000; 3) Authorize the Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 4) Authorize the Executive Director, or designee, to approve contingency work pursuant to the agreement terms up to the total amount; and 5) Approve a budget adjustment in the amount of $136,000 to increase Fiscal Year 2017/18 expenditures for additional professional services related to the ERP implementation. 7B. AMENDMENT TO AGREEMENT WITH PARSONS TRANSPORTATION GROUP FOR PROJECT AND CONSTRUCTION MANAGEMENT SERVICES FOR THE 15/91 EXPRESS LANES CONNECTOR PROJECT Page 26 Overview This item is for the Commission to: 1) Approve Agreement No. 15-31-001-03, Amendment No. 3 to Agreement No. 15-31-001-00, with Parsons Transportation Group to provide project and construction management services for the proposed 15/91 Express Lanes Connector (15/91 ELC) Project in the amount of $14,787,573, plus a contingency amount of $1,462,427, for a total amount not to exceed $16,250,000, and extend the term to June 30, 2023; Riverside County Transportation Commission Agenda January 10, 2018 Page 3 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director or designee to approve contingency work up to the total not to exceed amount as required for the project; and 4) Approve adjustments of $5 million each to the Fiscal Year 2017/18 budget to increase state revenues and project and construction management expenditures. 7C. AGREEMENT WITH HNTB CORPORATION FOR NEXT GENERATION TOLL FEASIBILITY STUDY SERVICES Page 83 Overview This item is for the Commission to 1) Approve Agreement No. 18-31-065-00 with HNTB Corporation to provide toll feasibility study services in the amount of $740,312, plus a contingency amount of $59,688, for a total amount not to exceed $800,000; 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 up to the total not to exceed amount as required for the project. 7D. UPDATED MEMORANDUM OF UNDERSTANDING BETWEEN SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS, THE COMMISSION, AND THE RIVERSIDE COUNTY TRANSIT OPERATORS Page 116 Overview This item is for the Commission to: 1) Approve the updated Memorandum of Understanding (MOU) No. 18-26-080-00 among the Southern California Association of Governments (SCAG), the Commission, and the Riverside County transit operators (cities of Banning, Beaumont, Corona, and Riverside; Palo Verde Transit Agency; Riverside Transit Agency; and Sunline Transit Agency); and 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. Riverside County Transportation Commission Agenda January 10, 2018 Page 4 7E. AGREEMENTS FOR ON-CALL DESIGN ENGINEERING AND ENVIRONMENTAL SERVICES FOR COMMUTER RAIL AND STATION CAPITAL IMPROVEMENT PROJECTS Page 134 Overview This item is for the Commission to: 1) Award the following agreements to provide on-call design engineering and environmental services for the construction of commuter rail station capital improvement projects for a three-year term, and one, two-year option to extend the agreements, in an amount not to exceed an aggregate value of $8.2 million; a) Agreement No. 17-33-098-00 to HDR Engineering, Inc.; b) Agreement No. 17-33-123-00 to HNTB Corporation; c) Agreement No. 17-33-124-00 to Jacobs Engineering Group Inc.; and d) Agreement No. 17-33-125-00 to STV Incorporated; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements, including option years, on behalf of the Commission; and 3) Authorize the Executive Director, or designee, to execute task orders awarded to the consultants under the terms of the agreements. 7F. AGREEMENT FOR JANITORIAL SERVICES FOR THE COMMUTER RAIL STATIONS AND TOLL FACILITIES Page 173 Overview This item is for the Commission to: 1) Award Agreement No. 18-24-067-00 to Ultimate Maintenance Services, Inc. to provide janitorial services for the commuter rail stations and toll facilities for a three-year term, and two, two-year options to extend the agreement, in the amount of $1,309,020, plus a contingency amount of $130,902, for a total amount not to exceed $1,439,922; 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 these services. Riverside County Transportation Commission Agenda January 10, 2018 Page 5 7G. AGREEMENT FOR VANPOOL VEHICLE LEASING SERVICES Page 211 Overview This item is for the Commission to: 1) Award Agreement No. 18-45-063-00 to Enterprise Rideshare for vanpool vehicle leasing services for a three-year term, and two one-year options to extend the agreement in an amount not to exceed $1,356,000; 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) Approve an adjustment of $125,000 to the Fiscal Year 2017/18 budget to increase revenues for the vanpool subsidy program (Vanpool Program). 8. FISCAL YEAR 2017/18 MID-YEAR REVENUE PROJECTIONS Page 242 Overview This item is for the Commission to: 1) Approve the mid-year Fiscal Year 2017/18 revenue projections of $181 million for Measure A revenues, $91 million for Local Transportation Fund (LTF) revenues, and $21 million for Transportation Uniform Mitigation Fee (TUMF) revenues; 2) Approve the budget increase adjustments to LTF transfers in of $450,000, and expenditures and transfers out of $563,000 to reflect the revised LTF projections. 9. FISCAL YEAR 2018/19 REVENUE PROJECTIONS Page 247 Overview This item is for the Commission to: 1) Approve the projections for Measure A revenues of $187 million for Fiscal Year 2018/19; 2) Approve the projections of the Local Transportation Fund (LTF) apportionment of $94 million for the Western Riverside County, Coachella Valley, and Palo Verde Valley areas for FY 2018/19; and 3) Approve the projections for Transportation Uniform Mitigation Fee (TUMF) revenues of $21 million for FY 2018/19. Riverside County Transportation Commission Agenda January 10, 2018 Page 6 10. SENATE BILL 1 SOLUTIONS FOR CONGESTED CORRIDORS PROGRAM – PROJECT NOMINATION Page 253 Overview This item is for the Commission to: 1) Approve submitting an application to the California Transportation Commission (CTC) for Senate Bill 1 (SB 1) Solutions for Congested Corridors Program (CCP) funds for the State Routes 71/91 (71/91) Interchange Connector project; 2) Approve a 20 percent local match of approximately $24.3 million in federal Surface Transportation Block Grant (STBG) funds and/or 2009 Measure A Western County New Corridor funds; and 3) Authorize the Executive Director, pursuant to legal counsel review, to execute agreements with the CTC and/or Caltrans for the 71/91 Interchange Connector project. 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 REAL PROPERTY NEGOTIATORS Pursuant to Government Code Section 54956.8 Agency Negotiator: Executive Director or Designee Property Owner(s): See Below Item APN(s) Property Owner(s) 1 279-190-046 279-240-019 Riverside County Transportation Commission 14. ADJOURNMENT The next meeting of the Commission is scheduled to be held on Wednesday, February 14, 2018, Board Room, First Floor, County Administrative Center, 4080 Lemon Street, Riverside. RIVERSIDE COUNTY TRANSPORTATION COMMISSION ROLL CALL JANUARY 10, 2018 County of Riverside, District I County of Riverside, District II County of Riverside, District Ill County of Riverside, District IV County of Riverside, District V City of Banning City of Beaumont City of Blythe City of Calimesa City of Canyon Lake City of Cathedral City City of Coachella City of Corona City of Desert Hot Springs City of Eastvare City of Hemet City of Indian Wells City of Indio City of Jurupa Valley City of La Quinta City of Lake Elsinore City of Menifee City of Moreno Valley City of Murrieta City of Norco City of Palm Desert City of Palm Springs City of Perris City of Rancho Mirage City of Riverside City of San Jacinto City of Temecula City of Wildomar Governor's Appointee, Caltrans District 8 Absent L] L] L] L] ~ L] L] L] L] L] L] L] L] L] L] L] L] L] L] L] L] L] L] L] L] L] L] L] L] L] ~ L] L] 1:1 a.)--9: 3loAfl-1 RIVERSIDE COUNTY TRANSPORTATION COMMISSION COMMISSIONER SIGN-IN SHEET JANUARY 10, 2018 NAME AGENCY E_MAIL ADDRESS AGENDA ITEM 5 MINUTES RIVERSIDE COUNTY TRANSPORTATION COMMISSION MINUTES Wednesday, December 13, 2017 1. CALL TO ORDER The Riverside County Transportation Commission was called to order by Chairman John Tavaglione at 9:35 a.m. in the Board Room at the County of Riverside Administrative Center, 4080 Lemon Street, First Floor, Riverside, California, 92501. 2. ROLL CALL Commissioners/Alternates Present Commissioners Absent Marion Ashley Linda Krupa Steven Hernandez Victoria Baca Bob Magee Michael Wilson Rusty Bailey Scott Matas Ben Benoit Lisa Middleton Brian Berkson Greg Pettis Randall Bonner V. Manuel Perez Nancy Carroll Robert Radi Joseph DeConinck Dana Reed Ray Desselle Adam Rush Deborah Franklin Karen Spiegel Rick Gibbs John F. Tavaglione Jan Harnik Michael M. Vargas Berwin Hanna Chuck Washington Jim Hyatt Ted Weill Kevin Jeffries Neil Winter Andrew Kotyuk 3. PLEDGE OF ALLEGIANCE Commissioner Rusty Bailey, led the Commission in a flag salute. 4. CLOSED SESSION 4A. CONFERENCE WITH LEGAL COUNSEL: ANTICIPATED LITIGATION Exposure to Litigation Pursuant to Government Code Section 54956.9(d)(2) Potential Number of Case(s): 1 Riverside County Transportation Commission Minutes December 13, 2017 Page 2 4B. CONFERENCE WITH REAL PROPERTY NEGOTIATORS Pursuant to Government Code Section 54956.8 Agency Negotiator: Executive Director or Designee Property Owner(s): See Below Item APN(s) Property Owner(s) 1 206-132-036 206-132-037 W. La Cadena Property There were no announcements from the Closed Session items. 5. PUBLIC COMMENTS Anne Mayer, Executive Director, presented Community Relations Manager Eliza Perez with a 10-year service award and congratulated Ms. Perez on her retirement at the end of December. Chairman Tavaglione expressed appreciation for Ms. Perez’s years of service and congratulated Ms. Perez on her retirement. Commissioner Karen Spiegel expressed appreciation to Ms. Perez for conducting all the community meetings along the 91 corridor and congratulated Ms. Perez on her retirement. At this time, Commissioner Andrew Kotyuk left the meeting. 6. APPROVAL OF MINUTES – NOVEMBER 8, 2017 M/S/C (Perez/Winter) to approve the November 8, 2017 minutes as submitted. Abstain: Carroll, Edwards, and Middleton 7. ADDITIONS / REVISIONS There were no additions or revisions to the agenda. At this time, Anne Mayer referred to Agenda Item 8J, “Amendment to the Agreement for RCTC 91 Express Lanes Traffic and Revenue Study Services”, and explained this is a contract involving Stantec that is necessary to respond to community concerns regarding the 91 Express Lanes and improvements the Commission is evaluating. She referred to Agenda Item 8N, “SB 1 Local Partnership Program Project Nominations”, and explained these projects are being nominated to the California Transportation Commission and those projects have been the subject of significant and extensive public Riverside County Transportation Commission Minutes December 13, 2017 Page 3 review, and regional collaboration. She stated if the Commission chooses to pull these agenda items from the Consent Calendar staff is available to answer any questions. 8. CONSENT CALENDAR M/S/C (Benoit/Bailey) to approve the following Consent Calendar items. 8A. PROPOSED 2018 COMMISSION/COMMITTEE MEETING SCHEDULE Adopt its 2018 Commission/Committee Meeting Schedule. 8B. FISCAL YEAR 2016/17 COMMISSION AUDIT RESULTS 1) Receive and file the Fiscal Year 2016/17 a) Comprehensive Annual Financial Report (CAFR); b) Local Transportation Fund (LTF) Financial and Compliance Report; c) State Transit Assistance (STA) Fund Financial and Compliance Report; d) Proposition 1B Rehabilitation and Security Project (Proposition 1B) Accounts Financial and Compliance Reports; e) Low Carbon Transit Operations Program (LCTOP) Account Financial and Compliance Reports; f) Single Audit Report; g) RCTC 91 Express Lanes Fund Financial Report; h) Commercial Paper Compliance Report; i) Auditor Required Communications Report; j) Agreed-Upon Procedures Report related to the Appropriations Limit Calculation; k) Agreed-Upon Procedures Report related to the Commuter Assistance Program (CAP) incentives; l) Management certifications. 8C. QUARTERLY FINANCIAL STATEMENTS Receive and file the Quarterly Financial Statements for the three months ended September 30, 2017. 8D. QUARTERLY SALES TAX ANALYSIS Receive and file the sales tax analysis for Quarter 2, 2017 (2Q 2017). Riverside County Transportation Commission Minutes December 13, 2017 Page 4 8E. QUARTERLY INVESTMENT REPORT Receive and file the Quarterly Investment Report for the quarter ended September 30, 2017. 8F. ANNUAL INVESTMENT POLICY REVIEW 1) Adopt Resolution No. 17-017, “Resolution of the Riverside County Transportation Commission Regarding the Revised Investment Policy”; and 2) Adopt the revised annual Investment Policy. 8G. REVISIONS TO THE PROCUREMENT POLICY MANUAL 1) Approve the revised Riverside County Transportation Commission Procurement Policy Manual (PPM) for the procurement and contracting activities undertaken by the Commission, pursuant to legal counsel review as to conformance to state and federal law; and 2) Adopt Resolution No. 17-016, “Resolution of the Riverside County Transportation Commission Regarding the Revised Procurement Policy Manual”. 8H. SB 132 AGREEMENT FOR HAMNER AVENUE BRIDGE REPLACEMENT 1) Approve Agreement No. 18-31-074-00 with Riverside County (County) and the cities of Eastvale and Norco for the Hamner Avenue Bridge Replacement project that received an allocation of SB 132 funds; and 2) Authorize the Executive Director, pursuant to legal counsel review, to execute the agreement and any future amendments considered minor, with the exception of changes to funding of non-SB 132 funds. 8I. ADOPT RESOLUTION NO. 17-018 “A RESOLUTION OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION SUPERSEDING RESOLUTION NO. 05-012 AND ADOPTING AN UPDATED POLICY DESIGNATING OFFICIALS AUTHORIZED TO EXECUTE AGREEMENTS, ORDINANCES, AND RESOLUTIONS” Adopt Resolution No. 17-018, “A Resolution of the Riverside County Transportation Commission Superseding Resolution No. 05-012 and Adopting an Updated Policy Designating Officials Authorized to Execute Agreements, Ordinances, and Resolutions”. Riverside County Transportation Commission Minutes December 13, 2017 Page 5 8J. AMENDMENT TO THE AGREEMENT FOR RCTC 91 EXPRESS LANES TRAFFIC AND REVENUE STUDY SERVICES 1) Approve Agreement No. 10-31-099-07, Amendment No. 7 to Agreement No. 10-31-099-00, with Stantec Consulting Services Inc. (Stantec) for investment grade traffic and revenue study services for an additional amount of $635,000, for a total amount not to exceed $2,050,877; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Approve an increase to the FY 2017/18 budget of $635,000 for professional services expenditures. 8K. ADDITIONAL FUNDING FOR CONSTRUCTION ZONE ENHANCED ENFORCEMENT PROGRAM INCLUDED IN THE STATE FURNISHED MATERIALS CATEGORY FOR THE STATE ROUTE 91 CORRIDOR IMPROVEMENT PROJECT Authorize an increase in the expenditures for the Construction Zone Enhanced Enforcement Program (COZEEP) under Agreement No. 12-31-070-00 for the State Route 91 Corridor Improvement Project (91 Project) for an additional amount of $400,000, for a total amount not to exceed $5.5 million. 8L. COOPERATIVE AGREEMENT WITH THE CITY OF CORONA FOR MAINTENANCE OF NEW CITY STREETS PRIOR TO TRANSFER OF TITLE AS PART OF THE STATE ROUTE 91 CORRIDOR IMPROVEMENT PROJECT 1) Approve Agreement No. 18-31-076-00, with the city of Corona (City) for maintenance of new city streets prior to transfer of title as part of the State Route 91 Corridor Improvement Project (91 Project), in an amount not to exceed $25,000; and 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. 8M. CONSTRUCTION AGREEMENT WITH DALKE & SONS CONSTRUCTION INC. FOR THE PERRIS VALLEY LINE PLATFORM CANOPIES 1) Award Agreement No. 18-33-051-00 to Dalke & Sons Construction Inc. (Dalke), as the lowest responsive, responsible bidder, for the construction of the Perris Valley Line (PVL) Platform Canopy project (Project) in the amount of $2,078,391, plus a contingency amount of $311,759, for a total amount not to exceed $2,390,150; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; Riverside County Transportation Commission Minutes December 13, 2017 Page 6 3) Authorize the Executive Director, or designee, to approve contingency work pursuant to the agreement terms up to the total amount; 4) Authorize the payment of pass-through costs for flagging services in an amount not to exceed $475,000; and 5) Approve an increase to the FY 2017/18 budget of $434,000 for flagging expenditures. 8N. SB 1 LOCAL PARTNERSHIP PROGRAM PROJECT NOMINATIONS 1) Approve the project nominations for the SB 1 Local Partnership Program (LPP) programs comprised of: a) LPP Formula: 71/91 Interchange, State Route 91 High Occupancy Vehicle (91 HOV)/Pachappa Underpass, and Temescal Canyon Road Widening projects; and b) LPP Competitive: Interstate 15/Railroad Canyon; 2) Approve match funds by programming $2 million of 2009 Measure A Western County (WC) Highway and/or New Corridor funds for the Commission’s 71/91 Interchange project and $7.3 million of 2009 Measure A Western County Regional Arterial (MARA) funds for the County of Riverside’s (County) Temescal Canyon Road Widening project; 3) Submit the project nominations to the California Transportation Commission (CTC) by the application deadline of December 15, 2017 for the LPP Formula program and January 30, 2018 for the LPP Competitive program; 4) Direct staff to include project amendments to reflect SB 1 LPP funding in the Federal Transportation Improvement Program; 5) Authorize the Executive Director, pursuant to legal counsel review and upon CTC adoption of the LPP Formula program of projects and CTC approval of the LPP Competitive program of projects, to execute amendments to the following agreements as required for programming SB 1 LPP and match funding: a) Agreement No. 08-31-033-00 with Caltrans for the 71/91 Interchange project; b) Agreement No. 16-31-045-00 with Caltrans for the 91 HOV/Pachappa Underpass project construction; and c) Agreement No. 17-72-109-00 with the County for the Temescal Canyon Road Widening project, as the County will be the implementing agency. Riverside County Transportation Commission Minutes December 13, 2017 Page 7 8O. STATE ROUTE 91 DESIGN-BUILD CONTRACT AMENDMENT NO. 5 1) Approve Agreement No. 12-31-113-05, Amendment No. 5, with Atkinson/Walsh, a Joint Venture, for additional design and construction work on the State Route 91 Corridor Improvement Project (SR-91 CIP) in the amount of $37,503,734, plus a contingency amount of $1 million, for a total amount not to exceed $702,704,387; 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 contingency work to be performed pursuant to the agreement terms up to the not to exceed amount. 9. LEGISLATIVE UPDATE AND 2018 STATE AND FEDERAL LEGISLATIVE PLATFORM Aaron Hake, External Affairs Director, presented an update for the legislative activities and the 2018 State and Federal Legislative Platform, highlighting the following areas: • SB 1 recap and SB 1 in Riverside County estimated formula funding for FY 2017/18 and FY 2018/19; • Local Partnership Program – Formula: o $6,786,000 annually; o 71/91 Interchange; o SR-91 HOV/Pachappa Underpass o Temescal Canyon Road widening • Local Partnership Program – Competitive: o $300 million for FYs 2017/18 to 2019/20 o I-15 Railroad Canyon Road Interchange (seeking $15 million) • Solutions for Congested Corridors Program – Competitive: o $1 billion for FYs 2017/18 to 2020/21 o Determining which projects to compete • Trade Corridor Enhancement Program – Competitive: o $1.341 billion for FYs 2015/16 to 2019/20 o Determining which projects to compete • Transit and Intercity Rail Capital Program – Competitive: o $2.4 billion for FYs 2018/19 to 2022/23 o Special event trains to Coachella Music Festivals • State Rail Assistance – Formula: o $10.5 million to Metrolink for FYs 2017/18 to 2019/20 o Potential collaboration with state on Coachella Valley-San Gorgonio Pass Rail Corridor service • State Transit Assistance – Formula: o $3.7 million annually – State of Good Repair Riverside County Transportation Commission Minutes December 13, 2017 Page 8 o Transit operators submit project list annually to Caltrans o $7 million in FY 2017/18 – State Transit Assistance • Active Transportation Program (ATP) – Competitive: o Augmentation of recent Cycle 3 o $21.1 million of new ATP projects o Advance $10.9 million of Cycle 3 projects • Freeway Service Patrol – Caltrans developing guidelines and $25 million statewide • Local Streets and Roads graphics for Coachella and Palo Verde Valleys, Western Riverside County, and Riverside County before SB 1 and after SB 1; • 2018 State and Federal Legislative Platform – Summary of changes to the platform; and • Federal Tax Cuts and Jobs Act – Proposed Position: Seek Amendments, the provisions, and the possible effect. Commissioner Winter referred to the funding formula that is based on licensed vehicles and explained all cities prepared their SB 1 reports based upon projects that were ready and asked if the process would change. Aaron Hake explained the formula is codified and has not been changed in several years. It is based strictly on the number of registered vehicles, the population estimate of each city, as well as the number of road miles in that city. He stated as the cities grow that formula adjusts, however the factors do not change. M/S/C (Spiegel/Radi) to: 1) Adopt the following bill position: a) H.R. 1 – Seek amendments; and 2) Adopt the Commission’s 2018 State and Federal Legislative Platform. 10. REFUNDING OF 2010 SERIES A AND 2013 SERIES A SALES TAX REVENUE BONDS Theresia Trevino, Chief Financial Officer, presented the Debt Financing Program, highlighting the following areas: • A history of innovative financing; • Municipal Bonds basics; • What are the steps to issue Bonds; • Who’s Who on the financing team; • Plan of Finance: Use of Bond proceeds; • Bond issue considerations and examples; • How are the Bonds issued and what happens after Bonds are issued; • Tax reform risks; Riverside County Transportation Commission Minutes December 13, 2017 Page 9 • Advance refunding opportunity and advance refunding escrows; • Financing departments; and • Advance refunding accelerated timeline. Commissioner Reed expressed appreciation to Ms. Trevino for a phenomenal job as this is not easy to understand. He explained it was discussed at length at the Budget and Implementation Committee meeting and this committee unanimously recommended approval of the agenda item. M/S/C (Benoit/Hanna) to: 1) Receive and file the presentation regarding the issuance of the 2017 Series B Sales Tax Revenue Refunding Bonds (2017B Refunding Bonds); 2) Approve the refunding of a portion of the 2010 Series A Sales Tax Revenue Bonds (2010A Bonds) and 2013 Series A Sales Tax Revenue Bonds (2013A Bonds), outstanding in the aggregate principal amounts of $37,630,000 and $462,200,000, respectively; 3) Adopt Resolution No. 17-015, “Resolution Authorizing the Issuance and Sale of Not to Exceed $410,075,000 Aggregate Principal Amount of Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) in One or More Series, the Refunding of Outstanding Bonds, the Execution and Delivery of an Eighth Supplemental Indenture, a Purchase Contract, an Official Statement, a Continuing Disclosure Agreement and One or More Escrow Agreements, and the Taking of All Other Actions Necessary in Connection Therewith”; 4) Approve the draft preliminary Official Statement for the issuance of not to exceed $410,075,000 in 2017B Refunding Bonds and authorize the Executive Director to approve and execute the printing and distribution of the final Official Statement; 5) Approve the draft Continuing Disclosure Agreement related to the 2017B Refunding Bonds between the Riverside County Transportation Commission and Digital Assurance Certification, L.L.C., as dissemination agent, and authorize the Executive Director to approve and execute the final Continuing Disclosure Agreement; 6) Approve the draft Eighth Supplemental Indenture for the 2017B Refunding Bonds between the Riverside County Transportation Commission and U.S. Bank National Association (US Bank), as Trustee, and authorize the Executive Director to approve and execute the final Eighth Supplemental Indenture; Riverside County Transportation Commission Minutes December 13, 2017 Page 10 7) Approve the draft form of the Bond Purchase Agreement between the Riverside County Transportation Commission and Goldman, Sachs & Co. (Goldman), as Underwriter Representative acting on behalf of itself and Merrill Lynch, Pierce, Fenner & Smith Incorporated (BAML); Barclays Capital Inc. (Barclays); Academy Securities (Academy); and Fidelity Capital Markets (Fidelity), (collectively the Underwriters), for the 2017B Refunding Bonds and authorize the Chief Financial Officer to approve and execute the final Bond Purchase Agreement; 8) Approve the draft form of Escrow Agreement between the Commission and US Bank, as Escrow Agent; 9) Approve the estimated costs of issuance of $625,000 and underwriters’ discount of $1,075,000 to be paid from the bond proceeds and execution of related agreements, as required; 10) Approve Agreement No. 05-19-510-13, Amendment No. 13 to Agreement No. 07-31-14-00, with Orrick, Herrington, & Sutcliffe LLP (Orrick) for bond counsel services related to the issuance of the 2017B Refunding Bonds for an additional amount of $100,000 and a total amount not to exceed $2,850,000; and 11) Approve adjustments to the FY 2017/18 budget in the amount of $477.2 million to increase sources and to increase uses related to the issuance and use of advance refunding bond proceeds. 11. ELECTION OF RIVERSIDE COUNTY TRANSPORTATION COMMISSION OFFICERS AND APPOINTMENT OF EXECUTIVE COMMITTEE MEMBERS Chairman Tavaglione opened the nominations for Chair and urged the nomination of Commissioners Reed and Washington to the positions of Chair and First Vice Chair. Commissioner Winter, seconded by Commissioner Jan Harnik nominated Commissioner Dana Reed for Chair for 2018. No other nominations were received. Abstain: Reed Commissioner Linda Krupa, seconded by Commissioner V. Manuel Perez, nominated Commissioner Chuck Washington for Vice Chair. No other nominations were received. Abstain: Washington Commissioner Krupa, seconded by Commissioner Deborah Franklin, nominated Commissioner Ben Benoit for Second Vice Chair. No other nominations were received. Abstain: Ben Benoit Riverside County Transportation Commission Minutes December 13, 2017 Page 11 Chairman Tavaglione closed the nominations. Dana Reed was elected as the Commission’s Chair, Chuck Washington as Vice Chair, and Ben Benoit as Second Vice Chair for 2018. Chairman Tavaglione moved and Supervisor Jeffries seconded the motion to appoint Supervisors Ashley, Jeffries, and Perez, as the Board of Supervisors members to the Executive Committee for 2018. 12. ITEM(S) PULLED FROM CONSENT CALENDAR FOR DISCUSSION There were no items pulled from the Consent Calendar. 13. COMMISSIONERS/EXECUTIVE DIRECTOR’S REPORT 13A. Commissioner Spiegel referred to the Agenda Item 8J, “Amendment to the Agreement for RCTC 91 Express Lanes Traffic and Revenue Study Services” that was approved and expressed gratitude for the efforts of the staff members either directly or indirectly involved with the 91 Project expansion as it was a very complex and very large project. She explained there have been some challenges and public comments made that have not been favorable. 13B. Commissioner Benoit expressed appreciation for the Commissioners support in electing him as Second Vice Chair for 2018. Chairman Tavaglione expressed knowing his dad, former Supervisor John Benoit who is looking down and is very proud of his son. 13C. Commissioner Bailey announced on December 17 at 4:00 p.m. starting at the Riverside City Hall the Inland Empire Biking Alliance is having its Annual Festival of Lights Ride and the Commissioners and the public are all invited. 13D. Commissioner Rush congratulated the newly elected Officers for 2018, especially Commissioner Benoit with getting elected as Second Vice Chair. He announced on December 13 at 6:00 p.m. there will be coffee and cookies with the city of Eastvale City Council and then a tree lighting and concert in the plaza at the Eastvale Gateway. He wished everyone a Merry Christmas and Happy Holidays. 13E. Anne Mayer addressed the Commission with the following observations: • Congratulated the 2018 Officers as staff looks forward to working with the Officers. She also expressed appreciation to Chairman Tavaglione for his leadership or the past years; Riverside County Transportation Commission Minutes December 13, 2017 Page 12 • 2017 has been a remarkable year for the Commission as this team accomplished a great deal for this region. The biggest accomplishment was the completion of the $1.4 billion investment in the 91 Corridor. While there still are challenges to deal with, overall the Commission has never moved more commuters or given commuters more options then today; • Last week the Commission broke ground on the I-15 Express Lanes project, which is a huge success for this region; • This year the Commission supported in securing $427 million in funding for the Riverside County Transportation Efficiency Corridor; • Ridership has increased on the Perris Valley Line, expanded transit service options, advanced rail to the Coachella Valley, and launched the first Vanpool Program; • There are significant transportation challenges in this region and the Commission is doing all that it can within the Commission’s control with human and financial resources the Commission has to address the issue throughout Riverside County; • She pointed out that the original analysis for the 91 Corridor and the need to build 22 lanes to meet demand. With the Commission’s leadership the team delivered the best and most feasible project possible and she stands firmly behind it. The 91 Project was delivered on time as promised and as promised the Commission rolled right into the I-15 Express Lanes project afterward; • The SR-91 is a major economic connection between Inland and Coastal Southern California, which will not change as Riverside County continues to attract people drawn to an excellent quality of life, more affordable housing. The transportation system bears the burden of this fact. The Commission is listening to all the communities of this County and are hearing the loud concerns of many people and the Commission is working on solutions; • She pointed out the Commission had approved an amendment to the Stantec contract, which was done to work with facts on the 91 corridor; • It is her wish for the new year to come together as a region with the spirit of cooperation to resolve regional issues together as Riverside County is a great place to work and live; and • She wished everyone a Merry Christmas and Happy Holidays as 2018 will be another great year and expressed gratitude for allowing her to make these comments. Chairman Tavaglione explained he became a member of this Commission when there were only seven members. He pointed out the County’s growth and referred to Ms. Mayer’s comments the Commission will never build ourselves out of this issue that is constantly being dealt with. However, this Commission can deal with it effectively as this is the most Riverside County Transportation Commission Minutes December 13, 2017 Page 13 important in the county of Riverside. He discussed the 91 Project, which went quickly and would not have been done without the Western Riverside County Multiple Species Habitat Conservation Plan. He wished everyone a Merry Christmas and Happy Holidays. 14. ADJOURNMENT There being no further business for consideration by the Riverside County Transportation Commission, Chairman Tavaglione adjourned the meeting in Memory of former Commissioner Daryl Busch at 11:19 a.m. The next Commission meeting is scheduled to be held at 9:30 a.m., Wednesday, January 10, 2018, Board Chambers, First Floor, County Administrative Center, 4080 Lemon Street, Riverside. Respectfully submitted, Tara Byerly Deputy Clerk of the Board AGENDA ITEM 7A Agenda Item 7A RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: January 10, 2018 TO: Riverside County Transportation Commission FROM: Michele Cisneros, Deputy Director of Finance Theresia Trevino, Chief Financial Officer THROUGH: Anne Mayer, Executive Director SUBJECT: New Financial Enterprise Resource Planning Software STAFF RECOMMENDATION: This item is for the Commission to: 1) Receive and file information on Tyler Technologies (Tyler) Munis Financial Enterprise Resource Planning (ERP) software; 2) Approve Agreement No. 18-19-082-00 with Tyler for the implementation of the Munis ERP software package to replace the current ERP and annual cloud-based services for an initial three-year period in the amount of $593,421, plus a contingency amount of $31,579, for a total amount not to exceed $625,000; 3) Authorize the Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 4) Authorize the Executive Director, or designee, to approve contingency work pursuant to the agreement terms up to the total amount; and 5) Approve a budget adjustment in the amount of $136,000 to increase Fiscal Year 2017/18 expenditures for additional professional services related to the ERP implementation. BACKGROUND INFORMATION: In September 2009 the Commission purchased and implemented Tyler’s Eden ERP software package, designed for public sector agencies, at a cost of $324,200 with annual license and maintenance fees of approximately $70,000. At that time, Eden Financial ERP software was more than sufficient for the Commission’s needs. However, over the last few years, it became apparent to Finance staff that Tyler’s Eden ERP software client base diminished significantly, with much of the client base moving to Munis ERP software. As a result, Tyler has reduced its Eden ERP software enhancements and placed its efforts to further develop and enhance the Munis ERP software. As a result of the commencement of the RCTC 91 Express Lanes operations, the volume of accounting transactions processed through the Eden ERP software increased significantly. When Interstate 15 Express Lanes operations commence in 2020, Finance management expects the transaction volume to increase even more and the ERP software user base to possibly double, primarily as remote users. Currently remote users access the Eden ERP through a virtual private 1 Agenda Item 7A network (VPN). The disadvantages experienced by using a VPN include slow speed connectivity and performance. The preliminary system design for the I-15 Express Lanes is currently being developed, and the need to build interfaces with the Commission’s ERP system is required immediately. It is critical the Commission updates the technology of its current financial ERP software and begin implementation of a new intuitive and robust financial ERP system within the next six months. Tyler has offered cloud-based solutions for certain software products or “software as a service” (SaaS) for more than 17 years. In SaaS deployment, Tyler hosts computer networks, storage applications, software applications, and client data in Tyler-managed data centers, and clients contract to use the hosted software and hardware on a subscription basis. The ability to access cloud-based solutions or SaaS from anywhere with an internet connection paired with smartphones and faster mobile networks will provide increased capacity, functionality, and reduced maintenance and costs for computer-hardware infrastructure. The advantages of SaaS deployment include the following: • Hardware is maintained by Tyler; • Hardware is leveraged across multiple clients to reduce costs; • Costs are fixed to the term of the contract; • Security risks are minimized by controlling user access and securing data; • Data centers are certified and compliant by employing standard security practices; • Secure, fault-tolerant, enterprise-class data centers ensure connectivity and availability; • Upgrades and enhancements are scheduled with client approval to avoid disruptions; • Increased remote access capabilities offer the ability to accommodate alternative work arrangements and remote offices, including the toll operations office; • Ownership of data is maintained by the Commission; and • Disaster recovery is a standard feature, not an add on. As a cloud-based solution or SaaS, Munis ERP offers new features that include integration with Outlook for scheduling, Microsoft Word integration, and bi-directional integration between Munis ERP and Excel. As a heavy user of Excel, the Finance Department will have the ability to create real- time reusable Excel reports with Munis ERP data extracts. Additionally, Tyler’s Comprehensive Annual Financial Report (CAFR) Statement Builder was specifically designed to work with Munis ERP. The CAFR Statement Builder defines the reporting model used for all governmental entities and is embedded with Government Accounting Standard Board rules. As a tool, the CAFR Statement Builder will help the Finance Department streamline the development of year-end statements and schedules for the annual audit and production of the Commission’s annual CAFR. A brochure with information regarding Munis as an ERP solution is attached. Over the last two years, Tyler has converted approximately 80 California public agencies to Munis ERP software, including the cities of Perris, Rancho Mirage, Chino Hills, Loma Linda, and Victorville, as well as the County of San Bernardino. The total Munis ERP client base amounts to over 1,500 agencies. 2 Agenda Item 7A As an existing client of Tyler, the Commission can obtain a 50 percent discount on equivalent Munis ERP modules for all Eden ERP modules in use today. Additionally, all Eden ERP module data can be converted to Munis ERP module data at a 50 percent discount rate. The attached estimated price quotation includes data conversion of 18 years for the general ledger, accounts payable, and project accounting modules. The budget module will include three years of data conversion, and the payroll module will include five years of data conversion. The total value of the discount offered to the Commission as an existing Tyler Technologies client is $225,000. Similar to the implementation of the Eden ERP in 2009, the Commission will only be charged for modules and implementation and training hours used, resulting in additional potential cost savings. Below is a summary of the estimated price quotation to implement the new Munis ERP software and the annual cloud-based or SaaS deployment services for an initial three-year period. One-time Implementation SaaS Deployment Services Year 1 Year 2 Year 3 Total Munis ERP software $ 248,200 $ 88,957 $ 88,957 $ 88,957 $ 515,071 50% discount (software) (173,250) ― ― ― (173,250) Tyler Technologies implementation and data conversion services 262,250 ― ― ― 262,250 50% discount (data conversion) (51,750) ― ― ― (51,750) Tyler Technologies travel expenses 41,100 ― ― ― 41,100 Total ERP software implementation and SaaS deployment services $ 326,550 $ 88,957 $ 88,957 $ 88,957 $ 593,421 Staff is requesting the Commission’s approval of an agreement with Tyler (to be developed upon acceptance of the fee quote) for the implementation of the Munis ERP software and annual cloud- based service for an initial three-year period in the amount of $593,421, plus a contingency of $31,579, for a total amount not to exceed $625,000. Staff recommends the Commission authorize the Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission and the Executive Director or designee to approve contingency work up to the authorized amount. Staff budgeted $280,000 in the FY 2017/18 budget and requests a budget adjustment for an additional $136,000 to cover the balance of the one-time implementation costs and the first year of SaaS deployment services. No federal funds will be used to fund the cost of the new ERP software implementation. Since a cloud-based or SaaS solution is recommended, it will not be necessary to obtain new servers; however, new printers and/or scanners may be required in order to function properly with Munis ERP forms. If new equipment is needed, the equipment will be procured separately. Additional costs may be necessary for consultant support to help staff manage the implementation of the new Munis ERP. If consultant support is needed, staff will return to the Commission for approval. Staff intends to have the new Munis ERP software fully implemented by December 31, 2018. 3 Agenda Item 7A Financial Information In Fiscal Year Budget: Yes No N/A Year: FY 2017/18 FY 2017/18 FY 2018/19+ Amount: $280,000 $136,000 $209,000 Source of Funds: Measure A, LTF, STAF, TUMF, FSP, SAFE, and Toll Operations Budget Adjustment: No Yes N/A GL/Project Accounting No.: 001001 90101 00000 0001 101 19 90101 $358,000 001001 73302 00000 0001 101 19 73301 $267,000 Fiscal Procedures Approved: Date: 12/14/2017 Attachments: 1) Tyler Technologies – Munis ERP Brochure 2) Tyler Technologies Estimated Customer Price Quotation – SaaS Deployment 4 munis a tyler erp solution Munis Empowering the Public Sector with an Integrated ERP Solution ATTACHMENT 1 5 2 Munis Connects Your Organization Managing the fiscal operations of a municipality or school district requires vision — the ability to see beyond organizational divisions, monitor key business intelligence across departments, identify trends from year to year, track workflow and much more. Without this level of access and control it is difficult to operate efficiently, be responsive and plan for the future. Tyler Technologies is committed to empowering public sector organizations with software solutions like Munis® that centralize your data and connect your organization. 6 3 Munis, a powerful enterprise resource planning (ERP) solution, integrates your finances, payroll, human resources, purchasing, fixed assets, revenue streams and more. It breaks down departmental data silos, streamlines processes and eliminates duplicate data entry. With role-based dashboards, automated workflow, wizards and integration with Microsoft® productivity tools, Munis helps you work more efficiently. With Munis, you have the tools and business intelligence you need to be more responsive to your constituency. Throughout Munis you will find command centers and central screens that are tailored to specific functional areas such as purchasing, budgeting and human resources. They provide efficient views of related information — everything you need is easily accessed from a single screen. 7 4 44 One Solution for Your Operations Munis is a modular solution that can be implemented to meet your organizational needs today and for years to come. $ Munis Financials As a true multi-fund accounting system, Munis provides the rigorous fiscal controls to manage grants, track project costs, measure project performance against goals and forecast your budget needs. Munis also offers key flexibility such as the ability to customize your general ledger chart of accounts, set up role-based permissions and create custom dashboards, workflows and special reports. • General Ledger • Accounts Payable • Budgeting • Performance Based Budgeting • Project and Grant Accounting • Cash Management • Student Activity • Capital Assets • Work Orders, Fleet and Facilities • Tyler CAFR Statement Builder™ Munis Human Capital Management Munis provides the tools you need to attract and hire the right talent, to cultivate their performance and to align their contributions with your larger organizational goals. Munis streamlines HR processes — from online recruiting and application processing to implementing position controls and performance reviews. The Munis Employee Self Service offering provides employees with secure access to their personal data, including payroll information, time-off requests, online benefits enrollment and more. Additionally, Munis provides the essential measurement, tracking and reporting tools to keep you in compliance with the Affordable Care Act (ACA). • Recruiting • Human Resources and Talent Management • Payroll • Employee Expense Reimbursement • Risk Management • Employee Self Service 8 5 Munis Procurement Munis Procurement provides the tools to effectively manage public sector procurement processes. It automates competitive bids and requisitions, manages contracts, centralizes inventory and assets, and provides the framework for competitive spend analysis, vendor sourcing and contract negotiation. Adding e-procurement further closes the gap between purchasing and vendors to drive savings across your organization. • Purchasing • Inventory • Bid Management • Contract Management • eProcurement • Vendor Self Service Munis Revenue Munis Revenue applications help you streamline a broad range of revenue and collection services, such as issuing permits and licenses, mapping assets using GIS, collecting taxes and providing your citizens with 24/7 access to their central billing account and online payment portal for electronic bill presentment and payment. • Accounts Receivable • Central Property • Business Licenses • Permits and Code Enforcement • General Billing • Utility Billing • Cashiering • Tax Billing and Collections • Parking Tickets • Animal Licenses Citizen Services Munis not only improves the efficiency of public sector entities, but its outward facing applications empower citizens to help themselves — to report potholes, to request municipal email and text alerts, apply for business licenses, process payments online and much more. And with Tyler Citizen Transparency™ citizens have 24/7 access to municipal data and can see how their tax dollars are spent. • Tyler Citizen Transparency • Citizen Self Service • Tyler Parks & Rec™ • Tyler Notify™ • Tyler Incident Management™ • Click2Report™ • Tyler Content Manager™ “Tyler solutions are set up in such a way that you can acquire them when you are small and then they grow with you. The IT world is changing — software is no longer a capital expense that you replace every 10 years. That would be unmanageable. Now software is a service, and it grows with our needs.” — Samuel Richmond, Director of Information Technology, City of Hammond, Louisiana 9 6 6666666666666666666666666 Evolves to Meet Your Changing Needs Munis is a dynamic solution that evolves with new features, technology and expanded services to ensure that Munis clients are never left behind. In addition to the expansive scope of public sector- oriented features and functions, the real power of Munis is the built-in workflow and productivity tools. Designed exclusively for the public sector, these tools provide your staff unrivaled operational efficiency, seamless real-time processing, elimination of duplicate entry, and the assurance that your data is secure and up-to-date. Technology That Works with You At Tyler, we understand what it means to work with a user-friendly, intuitive and easy-to-use software. Because of that, you’ll benefit from a public sector-focused solution that’s designed and tested through a working partnership between our usability-trained developers and Munis users alike. HTML5 programming and web-based applications allow users to access Munis on any device, from anywhere. Mobile apps increase worker productivity, and GIS integration simplifies property and asset management. Munis delivers proven technology to meet the needs of modern government. Facilitates Integration Across the Organization Munis provides a single version of truth — an integrated set of data that is accessed across your organization. It eliminates repetitive data entry, provides centralized workflow review and expands your ERP reach by integrating with other Tyler solutions for student information and transportation, citizen transparency and communications, parks and recreation, digital storage and more. Munis provides a range of solutions, a familiar interface and a single partner for technical support. Maximizes User Experience Munis was designed with you in mind and provides toolbar icons to simplify navigation, integration with Microsoft Word®, Excel®, Outlook® and SharePoint® to improve productivity, smart process tools like command centers for at-a-glance access to key data, and wizards to walk you through infrequently performed processes, such as employee on-boarding or budget projections. 6 10 7 Automates Content Management Tyler Content Manager™ (TCM) automates document handling across your organization — from batch scanning, indexing and storage to immediate document retrieval. TCM automatically links purchase orders, forms and other documents to reduce clerical work and ensures your supporting documentation is accessible when you need it. TCM reduces your paper usage, file storage space, printing and staff time previously spent accessing, filing and retrieving paper information, and postage costs for significant savings. Simplifies Data Analysis and Reporting Munis Analytics and Reporting includes several tools that help clients improve data management, analysis, information sharing and report delivery. Dashboards and central program applications provide immediate, out-of-the-box views of key information that can be configured by user based on role and preference. Robust Microsoft Office integration provides seamless data exports to Excel for further analysis. Support for industry-leading business intelligence and ad hoc reporting tools offer even further flexibility and customization while still using existing application permissions. Munis database cubes, built on Microsoft SQL Server Analysis Services, allow you to make better business decisions by easily viewing comparisons, patterns and trends with Microsoft Excel PivotTable and PivotChart reports. Using SQL Server Reporting Services, you can create and manage complex, interactive reports and deliver them in a range of formats. Additionally, Tyler employs a dedicated Munis state reporting team responsible for ensuring you maintain compliance with state and federal reporting mandates. Promotes Transparency Tyler Citizen Transparency works with Munis to meet the demand for open government and accountability. This custom site links to your municipal website and provides your constituents with 24/7 access to up-to-date financial data. It utilizes charts and graphs to make data easy to understand. This cloud-based solution meets the public’s need for information, reduces Freedom of Information Act requests and requires no on-site equipment or technical support. Tyler Citizen Transparency allows citizens to see expenditures against total budget, to break out spending by department, to dive into transactional details and much more. 11 8 Services Implementation At Tyler, we believe your software should be delivered and implemented on schedule and within budget. That’s more than a goal for Tyler — it’s an expectation. Our implementation process is based on three important foundations: experience, people and the inclusion of the Project Management Institute (PMI) methodology. Tyler uses PMI’s globally recognized science and approach to project management to plan and manage all implementations. These principles are deployed by Tyler’s greatest asset, our in-house experts backed by our comprehensive resources. Guided by these principles, we strive to deliver a well-planned implementation that pairs an understanding of your organiza- tion’s current needs and practices with Tyler’s best business processes, role-based business intelligence and unique user interfaces that increase efficiency and productivity. Leveraging your Tyler software to improve overall operations is an investment, but the ultimate return is tied directly to a successful implementation. Tyler’s ordered, closely-monitored and controlled implementation maximizes your return with a standardized process designed for success. Tyler’s implementation process demonstrates our long-term commitment to you. We empower you with best practices that allow you to successfully utilize your products at the time of go-live, while positioning your organization to be prepared to consume the new technology developments that Tyler offers through its philosophy of perpetual releases and upgrades. With decades of experience and more than 8,000 successful implementations, Tyler ensures an outcome that exceeds expectations. From the first meeting to the final sign-off, Tyler is with you every step of the way. Tyler System Management Services Our system management staff are experts in the configuration of Munis servers. They routinely provide system support, installation services, upgrades and routine maintenance. They are also trained on Munis software configuration and serve as a single point of contact for both Munis software and system support. By straddling these areas of expertise, Tyler’s system management team is able to troubleshoot problems and provide quick resolutions. 12 999999999999999999999999999999999999 Client Support Tyler’s support team is staffed by in-house Munis experts who provide everything from routine technical support to continuous product training as part of Tyler’s EverGuide® initiative. You’ll benefit from support staff who receive ongoing Munis product, as well as specialized Help Desk Institute (HDI) training. Each team member focuses on a group of applications such as payroll, state reporting, purchasing and other applications, enabling them to provide quick and detailed solutions to your issues. With Munis client support, you can rest easy knowing you have hundreds of highly-trained specialists behind you every step of the way. Munis support options — what’s best for you? • Call our toll-free technical support line • Email our technical support team • Utilize GoToAssist™ Support Center for desktop sharing • Log in to our client portal to request support and to monitor incident response Self-service options: • Log in to Tyler Community for forum discussions on a range of topics • Access Munis’ onscreen help query • Utilize wizards for infrequently performed procedures • Access KnowledgeBase to download product support documents • Download updates from MIU (Managed Internet Update) • Enroll in Tyler University for 24/7, self-guided learning • Attend local or national user group meetings 13 10 Put Tyler’s Cloud-Based Options to Work for You Software as a Service (SaaS) More than 5,000 public sector organizations rely on Tyler’s cloud-based options to host their municipal data and Tyler software solutions. This subscription-based approach provides you with full access to Munis without worrying about aging technology, security, infrastructure maintenance, hardware and software costs. Tyler’s SaaS will help you reduce your security risks, keep your software and processes up-to-date and minimize your onsite IT burdens. Let Tyler’s SaaS team handle the details so that your IT staff can focus on other strategic projects. Disaster Recovery Tyler’s disaster recovery services help you prepare for the unexpected: a roof leak, equipment failure or full blown natural disaster. With this service, a copy of your data is uploaded each day to one of Tyler’s data centers and is accessible to your team whenever you need it. Tyler’s team is committed to helping you restore essential business practices within 24 hours — and in fact, most sites are up and running within a couple of hours. 10100 pg p 14 11 Why Tyler? Tyler Technologies is committed to the public sector. We develop software and support solutions that meet the specific requirements of local governments, municipalities and schools — and have been doing so since 1979. Our staff are busy implementing almost 90 new Munis sites each year, providing client training, developing new features, providing technical support and more. By serving thousands of clients nationwide, we are able to see common issues, help identify best practices and develop innovative solutions for our clients. Tyler’s Evergreen Promise Tyler is committed to providing clients with the tools they need today and into the future. We have dozens of clients who have used Munis for more than 30 years and we expect that they will be with us for decades to come. Why? Because we are committed to their satisfaction and continue to develop new solutions to meet their changing needs. Every year we release new feature upgrades with no relicensing fees for clients with an annual maintenance contract. We call this our evergreen philosophy. And to help clients stay current with updates, we have the EverGuide support initiative which provides training resources to ensure that you never lag behind. Tyler is committed to helping you maximize your Munis solution today and for years to come. 15 © 2017 Tyler Technologies, Inc., All rights reservedMU-OVER-BR-7028-0117Software that thinks like you do. Tyler Technologies (NYSE: TYL) is a leading provider of end-to-end information management solutions and services for local governments. Tyler partners with clients to empower the public sector — cities, counties, schools and other government entities — to become more efficient, more accessible and more responsive to the needs of their constituents. Tyler’s client base includes more than 14,000 local government offices in all 50 states, Canada, the Caribbean, the United Kingdom and other international locations. In 2016, Forbes ranked Tyler on their “Most Innovative Growth Companies” list, and it has named Tyler one of “America’s Best Small Companies” eight times. The company has been included six times on the Barron’s 400 Index, a measure of the most promising companies in America. More information about Tyler Technologies, headquartered in Plano, Texas, can be found at www.tylertech.com. info@tylertech.com | 1.800.772.2260 | www.tylertech.com 16 Quoted By: Quote Expiration: Quote Name: Quote Number: Quote Description: Jason Cloutier Riverside County Transportation Comm-ERP-Munis 2016-20844-2 Munis Tyler Hosted - SaaS Deployment Sales Quotation For Riverside County Transportation Commission 4080 Lemon St. 3rd FloorPO Box 12008 Riverside, California 92502-2208 Phone (909) 787-7141 SaaS Description Annual Fee Net # Years Total SaaS Fee Impl. Days Additional: Accounting/GL/BG/AP $19,278.00 3.0 $57,834.00 0 Accounts Receivable $3,960.00 3.0 $11,880.00 0 Payroll Tax Table Updates $1,000.00 3.0 $3,000.00 0 CAFR Statement Builder Upgrade $4,950.00 3.0 $14,850.00 0 Capital Assets $4,428.00 3.0 $13,284.00 0 Cash Management $3,690.00 3.0 $11,070.00 0 Contract Management $2,178.00 3.0 $6,534.00 0 eProcurement $3,600.00 3.0 $10,800.00 0 Human Resource & Talent Management $2,772.00 3.0 $8,316.00 0 Munis Analytics and Reporting $16,272.00 3.0 $48,816.00 0 Payroll w/ESS $5,796.00 3.0 $17,388.00 0 Project and Grant Accounting $1,845.00 3.0 $5,535.00 0 Purchasing $8,188.00 3.0 $24,564.00 0 Tyler Content manager SE (Standard Edition) $7,200.00 3.0 $21,600.00 0 Tyler Forms Processing $3,800.00 3.0 $11,400.00 0 2016-20844-2 - Munis Tyler Hosted CONFIDENTIAL 1 of 9 ATTACHMENT 2 17 TOTAL:$88,957.00 $266,871.00 0 Tyler Software and Related Services Description License Impl. Days Impl. Cost Data Conversion Module Total Year One Maintenance Financials: Accounting/GL/BG/AP $53,550.00 20 $25,500.00 $3,600.00 $82,650.00 $0.00 Capital Assets $12,300.00 5 $6,375.00 $3,000.00 $21,675.00 $0.00 Cash Management $10,250.00 4 $5,100.00 $0.00 $15,350.00 $0.00 Contract Management $6,050.00 3 $3,825.00 $4,000.00 $13,875.00 $0.00 Project & Grant Accounting $10,250.00 4 $5,100.00 $2,000.00 $17,350.00 $0.00 Purchasing $22,550.00 10 $12,750.00 $2,700.00 $38,000.00 $0.00 Human Capital Management: Human Resources & Talent Management $7,700.00 5 $6,375.00 $0.00 $14,075.00 $0.00 Payroll w/ESS $16,100.00 13 $16,575.00 $18,800.00 $51,475.00 $0.00 Revenue: Accounts Receivable $11,000.00 8 $10,200.00 $0.00 $21,200.00 $0.00 Productivity: Tyler Forms Processing $9,500.00 0 $0.00 $0.00 $9,500.00 $0.00 Tyler Content Manager SE $20,000.00 4 $5,100.00 $27,400.00 $52,500.00 $0.00 Munis Analytics & Reporting $45,200.00 10 $12,750.00 $0.00 $57,950.00 $0.00 eProcurement $10,000.00 1 $1,275.00 $0.00 $11,275.00 $0.00 Additional: Accounting - Actuals back to year 2000 $0.00 0 $0.00 $9,000.00 $9,000.00 $0.00 Accounting - Budgets back to year 2000 $0.00 0 $0.00 $9,000.00 $9,000.00 $0.00 Accounts Payable OPT1 Checks - back to year 2005 $0.00 0 $0.00 $4,800.00 $4,800.00 $0.00 Accounts Payable OPT2 Invoices - back to year 2005 $0.00 0 $0.00 $7,200.00 $7,200.00 $0.00 CAFR Statement Builder Upgrade $13,750.00 3 $3,825.00 $0.00 $17,575.00 $0.00 2016-20844-2 - Munis Tyler Hosted CONFIDENTIAL 2 of 9 18 Tyler Software and Related Services Description License Impl. Days Impl. Cost Data Conversion Module Total Year One Maintenance Project and Grant Accounting - Actuals back to year 2005 $0.00 0 $0.00 $6,000.00 $6,000.00 $0.00 Project and Grant Accounting - Budgets back to year 2005 $0.00 0 $0.00 $6,000.00 $6,000.00 $0.00 Sub-Total: $248,200.00 $114,750.00 $103,500.00 $466,450.00 $0.00 Less Discount:$173,250.00 $0.00 $51,750.00 $225,000.00 $0.00 TOTAL: $74,950.00 90 $114,750.00 $51,750.00 $241,450.00 $0.00 Other Services Description Quantity Unit Price Unit Discount Extended Price Custom Reporting Services and Additional Training to be uses if needed 160 $175.00 $0.00 $28,000.00 Project Planning Services 1 $6,000.00 $0.00 $6,000.00 Tyler Forms Library - Financial 1 $1,800.00 $0.00 $1,800.00 Tyler Forms Library - Payroll 1 $1,200.00 $0.00 $1,200.00 Tyler Forms Library - Personnel Action 1 $1,000.00 $0.00 $1,000.00 Tyler Forms Processing Configuration 1 $2,000.00 $0.00 $2,000.00 VPN Device 1 $4,000.00 $0.00 $4,000.00 TOTAL: $44,000.00 Summary One Time Fees Recurring Fees Total SaaS $0.00 $88,957.00 Total Tyler Software $74,950.00 $0.00 Total Tyler Services $210,500.00 $0.00 Total 3rd Party Hardware, Software and Ser vices $0.00 $0.00 Summary Total $285,450.00 $88,957.00 Contract Total (Excluding Estimated Travel Expenses) $552,321.00 Estimated Travel Expenses $41,100.00 2016-20844-2 - Munis Tyler Hosted CONFIDENTIAL 3 of 9 19 Detailed Breakdown of Conversions (included in Contract Total) Description Unit Price Unit Discount Extended Price Accounting - Actuals back to year 2000 $9,000.00 $4,500.00 $4,500.00 Accounting - Budgets back to year 2000 $9,000.00 $4,500.00 $4,500.00 Accounting Standard COA $2,000.00 $1,000.00 $1,000.00 Accounts Payable OPT1 Checks - back to year 2005 $4,800.00 $2,400.00 $2,400.00 Accounts Payable OPT2 Invoices - back to year 2005 $7,200.00 $3,600.00 $3,600.00 Accounts Payable Standard Master $1,600.00 $800.00 $800.00 Capital Assets Std Master $3,000.00 $1,500.00 $1,500.00 Contracts $4,000.00 $2,000.00 $2,000.00 Payroll - Accrual Balances $1,500.00 $750.00 $750.00 Payroll - Accumulators up to 5 years $1,400.00 $700.00 $700.00 Payroll - Certifications $1,400.00 $700.00 $700.00 Payroll - Check History up to 5 years $1,200.00 $600.00 $600.00 Payroll - Deductions $1,800.00 $900.00 $900.00 Payroll - Earning/Deduction Hist up to 5 years $2,500.00 $1,250.00 $1,250.00 Payroll - Education $1,400.00 $700.00 $700.00 Payroll - PM Action History up to 5 years $1,400.00 $700.00 $700.00 Payroll - Position Control $1,400.00 $700.00 $700.00 Payroll - Recruiting $1,400.00 $700.00 $700.00 Payroll - Standard $2,000.00 $1,000.00 $1,000.00 Payroll - State Retirement Tables $1,400.00 $700.00 $700.00 Project and Grant Accounting - Actuals back to year 2005 $6,000.00 $3,000.00 $3,000.00 Project and Grant Accounting - Budgets back to year 2005 $6,000.00 $3,000.00 $3,000.00 Project Grant Accounting Standard $2,000.00 $1,000.00 $1,000.00 Purchasing - Purchase Orders - Standard Open PO's only $2,700.00 $1,350.00 $1,350.00 Tyler Content Manager SE - Accounting - Budgets (total balances only) up to 3yrs $1,400.00 $700.00 $700.00 Tyler Content Manager SE - AP - Checks $1,400.00 $700.00 $700.00 Tyler Content Manager SE - AP Standard Master $5,000.00 $2,500.00 $2,500.00 2016-20844-2 - Munis Tyler Hosted CONFIDENTIAL 4 of 9 20 Detailed Breakdown of Conversions (included in Contract Total) Description Unit Price Unit Discount Extended Price Tyler Content Manager SE - Capital Assets - History $1,000.00 $500.00 $500.00 Tyler Content Manager SE - Capital Assets Standard - Master, GL Accounts, Purchase History $2,000.00 $1,000.00 $1,000.00 Tyler Content Manager SE - Payroll - Certications $1,000.00 $500.00 $500.00 Tyler Content Manager SE - Payroll - Check History $1,000.00 $500.00 $500.00 Tyler Content Manager SE - Payroll - Deductions $1,400.00 $700.00 $700.00 Tyler Content Manager SE - Payroll - PM Action History $1,000.00 $500.00 $500.00 Tyler Content Manager SE - Payroll - Position Control $1,400.00 $700.00 $700.00 Tyler Content Manager SE - Payroll - Recruiting $1,000.00 $500.00 $500.00 Tyler Content Manager SE - Payroll Standard - Employee, Address $7,000.00 $3,500.00 $3,500.00 Tyler Content Manager SE - Purchase Orders - Standard - Open PO's $2,800.00 $1,400.00 $1,400.00 TOTAL: $51,750.00 2016-20844-2 - Munis Tyler Hosted CONFIDENTIAL 5 of 9 21 Optional SaaS Description Annual Fee Net # Years Total SaaS Fee Impl. Days Productivity: Transparency Portal $9,000.00 3.0 $27,000.00 0 TOTAL:$9,000.00 $27,000.00 0 Unless otherwise indicated in the contract or Amendment thereto, pricing for optional items will be held for Six (6) months from the Quote date or the Effective Date of the Contract, whichever is later. Customer Approval: Date: Print Name: P.O. #: All primary values quoted in US Dollars Tyler Discount Detail Description License License Discount License Net Maintenance Basis Year One Maint Discount Year One Maint Net Financials: Accounting/GL/BG/AP $53,550.00 $53,550.00 $0.00 $0.00 $0.00 $0.00 Capital Assets $12,300.00 $12,300.00 $0.00 $0.00 $0.00 $0.00 Cash Management $10,250.00 $0.00 $10,250.00 $0.00 $0.00 $0.00 Contract Management $6,050.00 $6,050.00 $0.00 $0.00 $0.00 $0.00 Project & Grant Accounting $10,250.00 $10,250.00 $0.00 $0.00 $0.00 $0.00 Purchasing $22,550.00 $22,550.00 $0.00 $0.00 $0.00 $0.00 Payroll/HR: Human Resources & Talent Management $7,700.00 $7,700.00 $0.00 $0.00 $0.00 $0.00 2016-20844-2 - Munis Tyler Hosted CONFIDENTIAL 6 of 9 22 Tyler Discount Detail Description License License Discount License Net Maintenance Basis Year One Maint Discount Year One Maint Net Payroll w/ESS $16,100.00 $16,100.00 $0.00 $0.00 $0.00 $0.00 Revenue: Accounts Receivable $11,000.00 $11,000.00 $0.00 $0.00 $0.00 $0.00 Productivity: eProcurement $10,000.00 $10,000.00 $0.00 $0.00 $0.00 $0.00 Munis Analytics & Reporting $45,200.00 $0.00 $45,200.00 $0.00 $0.00 $0.00 Tyler Content Manager SE $20,000.00 $10,000.00 $10,000.00 $0.00 $0.00 $0.00 Tyler Forms Processing $9,500.00 $0.00 $9,500.00 $0.00 $0.00 $0.00 Additional: CAFR Statement Builder Upgrade $13,750.00 $13,750.00 $0.00 $0.00 $0.00 $0.00 TOTAL: $248,200.00 $173,250.00 $74,950.00 $0.00 $0.00 $0.00 2016-20844-2 - Munis Tyler Hosted CONFIDENTIAL 7 of 9 23 Comments Tyler recommends the use of a 128-bit SSL Security Certificate for any Internet Web Applications, such as the Munis Web Client and the MUNIS Self Service applications if hosted by the Client. This certificate is required to encrypt the highly sensitive payroll and financial information as it travels across the public internet. There are various vendors who sell SSL Certificates, with all ranges of prices. Conversion prices are based on a single occurrence of the database. If additional databases need to be converted, these will need to be quoted. Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the size and scope of your project. The actual amount of services depends on such factors as your level of involvement in the project and the speed of knowledge transfer. Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current Business Travel Policy. Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties, which you are responsible for determining and remitting. In the event Client cancels services less than two (2) weeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client's behalf; and (ii) daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel. Tyler provides onsite training for a maximum of 12 people per class. In the event that more than 12 users wish to participate in a training class or more than one occurrence of a class is needed, Tyler will either provide additional days at then-current rates for training or Tyler will utilize a Train-the-Trainer approach whereby the client designated attendees of the initial training can thereafter train the remaining users. In the event Client acquires from Tyler any edition of Tyler Content Manager software other than Enterprise Edition, the license for Content Manager is restricted to use with Tyler applications only. If Client wishes to use Tyler Content Manager software with non-Tyler applications, Client must purchase or upgrade to Tyler Content Manager Enterprise Edition. Tyler's form library prices are based on the actual form quantities listed, and assume the forms will be provided according to the standard Munis form template. Any forms in addition to the quoted amounts and types, including custom forms or forms that otherwise require custom programming, are subject to an additional fee. Please also note that use of the Tyler Forms functionality requires the use of approved printers as well. You may contact Tyler's support team for the most current list of approved printers. Financial library includes: 1 A/P check, 1 EFT/ACH, 1 Purchase order, 1 Contract, 1099M, 1099INT, 1099S, and 1099G. Project Management includes project planning, kickoff meeting, status calls, task monitoring, verification and transition to support. Tyler Forms Payroll Core library includes: 1 PR check, 1 direct deposit, 1 vendor from payroll check, 1 vendor from payroll direct deposit, W2, W2c, 1099 R, ACA 1095B and ACA 1095C. Personnel Actions Forms Library includes: 1 Personnel Action form - New and 1 Personnel Action Form - Change. Tyler's cost is based on all of the proposed products and services being obtained from Tyler. Should significant portions of the products or services be deleted, Tyler reserves the right to adjust prices accordingly. 2016-20844-2 - Munis Tyler Hosted CONFIDENTIAL 8 of 9 24 Comments By signing this quote, client acknowledges and agrees to the termination of its license for Tyler's GASB 34 Report Writer in favor of the addition of the CAFR Statement Builder. Tyler's support, update and hosting (for SaaS clients) for the GASB34 Report Writer will terminate upon the delivery of the CAFR module. For self-hosted clients, the annual Maintenance fee for the CAFR module will first be payable upon the next renewal of the annual maintenance term for the Tyler Software Products licensed to Client by Tyler. For SaaS clients, the annual SaaS fee for the CAFR module will first be payable upon the next renewal of the SaaS Term for the Tyler Software Products licensed to Client by Tyler. The Tyler Software Product Tyler Forms Processing must be used in conjunction with a Hewlett Packard printer supported by Tyler for printing checks. Client agrees that items in this sales quotation are, upon Client's signature of same, hereby added to the Agreement between the parties, and subject to its terms. Additionally, and notwithstanding anything in the Agreement to the contrary, payment for said items shall conform to the following conditions: Licensee fees for Tyler and 3rd party products are due when Tyler makes such software available for download by the Client (for the purpose of this quotation, the 'Availability Date') or delivery (if not software); Maintenance fees, prorated for the term commencing when on the Availability Date and ending on the last day of the current annual support term for Tyler Software currently licensed to the Client, are due on the Availability Date; Fees for services, unless otherwise indicated, plus expenses, are payable upon delivery. Transparency Portal SaaS services will renew automatically for additional one (1) year terms at our then-current fee unless terminated in writing by either party at least thirty (30) days prior to the end of the then-current term. 2016-20844-2 - Munis Tyler Hosted CONFIDENTIAL 9 of 9 25 AGENDA ITEM 7B Agenda Item 7B RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: January 10, 2018 TO: Riverside County Transportation Commission FROM: Michael Blomquist, Toll Program Director THROUGH: Anne Mayer, Executive Director SUBJECT: Amendment to Agreement with Parsons Transportation Group for Project and Construction Management Services for the 15/91 Express Lanes Connector Project STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve Agreement No. 15-31-001-03, Amendment No. 3 to Agreement No. 15-31-001-00, with Parsons Transportation Group to provide project and construction management services for the proposed 15/91 Express Lanes Connector (15/91 ELC) Project in the amount of $14,787,573, plus a contingency amount of $1,462,427, for a total amount not to exceed $16,250,000, and extend the term to June 30, 2023; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director or designee to approve contingency work up to the total not to exceed amount as required for the project; and 4) Approve adjustments of $5 million each to the Fiscal Year 2017/18 budget to increase state revenues and project and construction management expenditures. BACKGROUND INFORMATION: 15/91 ELC The 15/91 ELC will provide tolled express lanes connectors between the existing 91 Express Lanes and the future I-15 Express Lanes to the north of SR-91 (Figure 1 Vicinity Map and Attachment 1 Schematic). The 15/91 ELC was originally part of the SR-91 Corridor Improvement Project (now called the 91 Project), which opened in March 2017 in the city of Corona. Due to the recession and budget constraints, the 15/91 ELC and other project elements were not environmentally cleared with the 91 Project and were deferred to 2035. With the recent passage of SB 132, it is now possible to advance the 15/91 ELC earlier and closer to the original schedule. 26 Agenda Item 7B Figure 1 I-15/SR-91 Express Lanes Connector Project Vicinity Map At its October meeting, the Commission approved an overall procurement strategy for the 15/91 ELC to secure all the services and construction needed to deliver the project. The approved strategy consists of a series of contract amendments to existing 91 Project and I-15 Express Lanes Project contracts with engineering companies, contractors, toll vendors, legal, and financial advisors. Parsons Transportation Group and Project and Construction Management Services In April 2015, the Commission entered into an agreement with Parsons Transportation Group to provide project and construction management services for the I-15 Express Lanes Project. Project and construction management services for this design-build project includes procurement services, project financing support, toll system and operations planning, engineering, design review/oversight, construction management/oversight, agency agreement support, and other necessary services. The 15/91 ELC also uses the design-build method of project delivery and requires many of the same services performed by the Parsons Transportation Group. Therefore, staff desires to add additional project and construction management services for the 15/91 ELC Project through this 27 Agenda Item 7B same agreement via an amendment. This amendment will secure additional project and construction management resources and services for the anticipated duration of the 15/91 ELC Project for a total amount of $14,787,573. See Attachment 2 for the amendment including the scope and fee negotiated by staff. This agreement amendment will ensure that the 15/91 ELC Project will have the needed project and construction management resources to support the Commission’s delivery of this project. Parsons Transportation Group has successfully delivered work on this agreement over the last 2-3/4 years and has staff with very recent experience and project-specific knowledge making it the best option to perform this service. Recommendations Staff recommends approval of Agreement No. 15-31-001-03, Amendment No. 3 to Agreement No. 15-31-001-00, with Parsons Transportation Group to provide project and construction management services for the proposed 15/91 ELC Project, extend the contract term to June 30, 2023, and augment Agreement No. 15-31-001-00 in the amount of $14,787,573, plus a contingency amount of $1,462,427, for a total amount not to exceed $16,250,000. Staff also recommends authorization for the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement. Additionally, staff recommends authorization for the Executive Director or designee to approve contingency work up to the total not to exceed amount as required for the project. Financial Information In Fiscal Year Budget: No N/A Year: FY 2017/18 FY 2018/19+ Amount: $ 5,000,000 $ 11,250,000 Source of Funds: SB 132 Funds Budget Adjustment: Yes N/A GL/Project Accounting No.: FY 2017/18 003039 415 41510 605 31 41501 $5,000,000 003039 81601 00000 0000 605 31 81601 $5,000,000 FY 2018/19+ 003039 81601 00000 0000 605 31 81601 $11,250,000 Fiscal Procedures Approved: Date: 12/15/2017 Attachments: 1) 15/91 Express Lanes Connector Project Schematic 2) Draft Agreement No. 15-31-001-03 28 15/91 Express Lane Connector Project "55"$).&/51 29 1 17336.00034\30154789.2 Agreement No. 15-31-001-03 AMENDMENT NO. 3 TO PROFESSIONAL SERVICES AGREEMENT FOR PROJECT AND CONSTRUCTION MANAGEMENT SERVICES FOR THE I-15 CORRIDOR IMPROVEMENT PROJECT 1.PARTIES AND DATE This Amendment No. 3 to the Agreement for project and construction management services is made and entered into as of this _____ day of ___________, 2018, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (“Commission”) and PARSONS TRANSPORTATION GROUP, INC., an Illinois corporation ("Consultant"). 2.RECITALS 2.1 The Commission and the Consultant entered into an agreement, dated April 8, 2015, for the purpose of providing project and construction management services for the Interstate 15 Corridor Improvement Project (the "Master Agreement") for a maximum not to exceed (“NTE”) amount of $50,625,807. 2.2 Senate Bill 132 was enacted on April 28, 2017 and provides, among other things, $180 million for new tolled express lanes connectors from the 91 Express Lanes to the northern portion of the I-15 (15/91 ELC). Funds under SB132 are available for encumbrance and liquidation only until June 30, 2023. 2.3 AB 115 was enacted on June 27, 2017 and provides additional project delivery authority to Commission to ensure cost-effective and timely delivery of the 15/91 ELC. Additional project delivery authority includes, but is not limited to, amendment to any existing I-15 Express Lanes Project or 91 Express Lanes Project contract. This amendment is authorized pursuant to AB 115. 2.4 The Commission and the Consultant now desire to amend the Master Agreement in order to extend the term and to provide project and construction management services for the 15/91 ELC. 3.TERMS 3.1 The term of the Master Agreement, as set forth in Section 3.3 of the Master Agreement, is hereby extended through June 30, 2023. ATTACHMENT 2 30 2 17336.00034\30154789.2 3.2 The Services, as that term is defined in the Master Agreement, shall be amended to include project and construction management services required for the 15/91 ELC, as set forth in detail in Exhibit “A” attached to this Amendment No. 3 and incorporated herein by reference. 3.3 The maximum compensation to be provided under this Amendment No. 3 for the Services set forth in the attached Exhibit “A” shall not exceed Fourteen Million, Seven Hundred Eighty-seven Thousand, Five Hundred Seventy-three dollars ($14,787,573), as further detailed in Exhibit “B” attached to this Amendment No. 3 and incorporated herein by reference, unless otherwise approved in writing by the Executive Director. 3.4 Except as amended by this Amendment No. 3, all provisions of the Master Agreement, 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. 3. 3.4 This Amendment No. 3 shall be governed by the laws of the State of California. Venue shall be in Riverside County. 3.5 This Amendment No. 3 may be signed in counterparts, each of which shall constitute an original. [Signatures on following page] 31 3 17336.00034\30154789.2 SIGNATURE PAGE TO AGREEMENT NO. 15-31-001-03 IN WITNESS WHEREOF, the parties hereto have executed this agreement on the date first herein above written. RIVERSIDE COUNTY PARSONS TRANSPORTATION TRANSPORTATION COMMISSION GROUP, INC. By:_____________________________ __________________________ Anne Mayer, Executive Director Signature __________________________ Name __________________________ Title APPROVED AS TO FORM: By: _____________________________ Best Best & Krieger LLP General Counsel 32 17336.00034\30154789.2 “EXHIBIT “A” SCOPE OF SERVICES 33 PROJECT AND CONSTRUCTION MANAGEMENT SERVICES FOR 15/91 EXPRESS LANES CONNECTOR PROVIDING INNOVATION THROUGH COLLABORATION 1 Executive Summary    15/91 ELC PCM Scope and Fee Estimate  December 11, 2017    The Project and Construction Management (PCM) consultant shall assist the Commission in the planning,  implementation and general oversight of the I‐15/SR 91 Express Lanes Connector (15/91 Project (ELC  Project).      Key elements of the PCM services include program management services, preliminary design services,  development of preliminary procurement documents, change order negotiation with the Design‐Builder  and Tolling Services Providers, risk assessment and management, toll system planning and development  of the operational rules, overseeing the design‐build construction, overseeing the toll system installation  and startup, utility coordination services, railroad coordination services, environmental and permit  support, third party coordination and agreements, project controls, quality management services, public  outreach support, design review oversight, construction management oversight, and contract  administration services.    Fee Estimate Basis and Assumptions    Scope and Price Basis:    The basis for the work is Exhibit “A” Scope of Work from the PCM Contract 15‐31‐001‐00, approved by  RCTC Commission on April 6, 2015.  This Scope of Work has been revised to match the specifics of the  ELC Project.  The pricing approach follows the previous format and aligns with the existing Project Work  Breakdown Structure (WBS) covering seven major functional tasks.         Project Implementation Approach     Unlike the ELP, the ELC Project is not broken into distinct “phases”, but rather is scoped and priced as  one phase. The implementation of the ELC will be via an amendment to the existing Skanska Ames Joint  Venture (SAJV) contract, or a Design‐Build (DB) low bid procurement in the event cost negotiations are  unsuccessful.  The amendment to SAJV will be broken into two separate amendments.  The first will  include scope to obtain survey and geotechnical information, as well perform preliminary bridge  engineering through Caltrans Type Selection.  This first amendment will provide the necessary  preliminary information to quantify key project risks to facilitate the final construction cost that will be  the subject of the second amendment.   The PCM scope and cost estimate assumes that a low‐bid  procurement will proceed on parallel paths up to & including release of a low‐bid DB RFQ until cost  negotiations with SAJV are concluded. Cost associated with developing the low‐bid DB Request for  Proposal after unsuccessful cost negotiations are not included.  Toll system implementing is assumed to  by an amendment to the existing Kapsch Contract.       34 PROJECT AND CONSTRUCTION MANAGEMENT SERVICES FOR 15/91 EXPRESS LANES CONNECTOR PROVIDING INNOVATION THROUGH COLLABORATION 2 Major Scope Elements    Attached to this memo is a project exhibit that shows the key design elements assumed to be included  in this project (base case).  The schedule and pricing assume that the Bridge 26 will either be widened or  avoided.  If the bridge requires replacement the overall schedule impact is estimated to be  approximately 6‐8 months.    Project Schedule:    Attached is a milestone schedule for delivery of the project. The following are the key milestones as  they are currently anticipated:    Milestone Approximate Date  Execute SAJV Amendment 1 –  Survey/Geotech/Preliminary Design  Summer 2018  SAJV Amendment vs. Separate Procurement  Decision  Fall 2018  Environmental Approval Fall 2018  Execute SAJV Amendment 2 –  Begin ELC Construction  Fall 2018  I‐15 ELP open to traffic  Summer 2020  15/91 ELC open to traffic  Summer 2021  Begin Construction (Separate Procurement): Summer 2020  Open to traffic (Separate Procurement): Spring 2022    Activity 2018 2019 2020 2021 2022  1 Environmental Documentation       2 Preliminary Design         3 SAJV Negotiations         4 Option 1: Design and Construction        5 Option 2: RFQ Development        6 Option 2:  Design & Construction        7 I‐15 ELP Open                35 PROJECT AND CONSTRUCTION MANAGEMENT SERVICES FOR 15/91 EXPRESS LANES CONNECTOR PROVIDING INNOVATION THROUGH COLLABORATION 3 Cost Estimate:    1. The Total Cost estimate $14,787,573 including escalation and fixed fee.    2. Cost Estimate Notes:  a. Current hourly rates were used for known staff.  For others, a general labor  classification rate was used.     b. Current audited overhead rates (field and home) were used.  An escalation factor  of 3.2 percent was applied to the labor rates to estimate the total project budget;  c. A field overhead rate was used for all staff who average more than 50% of their  time assigned to the project field office.  A home office overhead rate was used for  all other staff;    Fee Summary:    Task  Total   TASK 100 ‐ Project Management $2,462,589  TASK 200 ‐ Design Management $2,430,415  TASK 300 ‐ Tolling and Operations $2,521,420  TASK 400 ‐ Project Funding and Financing $34,420  TASK 500 ‐ Contracts Management & Procurement $582,256  TASK 600 ‐ Project Controls $1,375,940  TASK 700 ‐ Construction Management $2,823,997  TASK 800 ‐ Other Direct Costs (ODC's) $100,005  Sub Total  $12,331,042      Escalation $1,233,427  Fee             $1,223,104      TOTAL $14,787,573      36 ELC Scope of Work A-2 EXHIBIT A SCOPE OFWORK This scope of work (SOW) assumes that future work related to the design, construction, installation, testing, operation, and maintenance of the I-15/SR 91 Express Lanes Connector (15/91 ELC) ELC Project (ELC Project) will be accomplished through amendments to the existing Design-Build (DB) and Toll Services Provider (TSP) contracts. Simultaneous to the DB amendment the PCM will prepare request for qualification procurement documents for the optional procurement of a new DB contractor to deliver the ELC Project. The Offeror shall assist the Riverside County Transportation Commission (“Commission”) in the planning, implementation and general oversight of the I-15 Express Lanes Connector Project (ELC Project). Offeror will provide the Commission with the agreed upon staff, resources, and expertise to manage the ELC Project. The Scope of Work includes program management, preliminary design, development of preliminary procurement documents, and change order negotiation with the Design- Builder and Tolling Service Provider, risk assessment and management, toll system planning and development of the operational rules, overseeing the design-build construction, overseeing the toll system installation and startup, utility coordination services, railroad coordination services, environmental and permit support, third party coordination and agreements, ELC Project controls, quality management services, public outreach support, design review oversight, construction management oversight, and contract administration services. The SOW was written with the intent to describe most if not all services to be provided by the Offeror. However, Commission may require he Offeror to provide additional services not specifically identified in this SOW.. The Offeror will be required to provide assistance to the Commission and to provide these additional services to assure the successful completion of the ELC Project. A. ELC Project Management - TASK 100 Under the Commission’s direction, provide overall management of ELC Project activities and/or support for agency agreements, ELC Project financing, procurements and negotiations, contract awards and contract management, ELC Project controls, toll system planning and installation, ROW engineering and acquisition, utility relocation, final design, construction, environmental permitting, railroad coordination, safety, quality, public outreach, and other ELC Project activities. These ELC Project management responsibilities include overseeing the activities of the Design-Builder and Toll System Provider, environmental mitigation, and other contracts further defined in this SOW: A.1 ELC Project Management Under the Commission’s direction, 37 ELC Scope of Work A-3  Represent Commission and be the contact for coordination and communication between the Commission and the Design-Builder and the Toll System Provider. Offeror will be the primary point of contact with Commission on all ELC Project and contract-related matters;  Plan and conduct meetings, cooperate and coordinate with stakeholder agencies including the California Department of Transportation (Caltrans), Federal Highway Administration (FHWA), regional agencies, and municipalities;  Coordinate and oversee ELC Project activities and deliverables performed by the Design-Builder, Toll System Provider, and other contractors associated with the ELC Project;  Cooperate and coordinate with other Commission consultants, financial advisors, legal advisors, and contractors to achieve completion of ELC Project development activities; and  Develop, monitor compliance, and maintain a commitment register and log based on the commitments and obligations with Federal, State, and Local agency requirements contained in applicable agreements. A.2 ELC Project Administration Provide administrative personnel and perform general office management and administration for the duration of the ELC Project. Administrative responsibilities include:  Schedule meetings; prepare meeting agendas, minutes, and action items; provide ELC Project standards and templates for ELC Project communications; institute specific ELC Project initiatives;  Provide document control services throughout the ELC Project duration; and  Provide general office support at the co-located office for the PCM, Commission, Caltrans, FHWA, and others as necessary. A.3 Polices, Plans and Manuals Offeror shall obtain and review relevant ELC Project information and prepare various plans.  ELC Project Information Obtain and review all available ELC Project information including preliminary engineering, ELC Project reports/briefs, presentations, 38 ELC Scope of Work A-4 plans, cost estimates, environmental documents, environmental technical studies, advance planning studies, cooperative agreements and other ELC Project information provided by Commission, Caltrans, and others.  ELC Project Close-Out Plan Identify the requirements to effectively close-out the design-build and system integration contracts including submittals of all record drawings, progress required to obtain substantial and final completion, necessary documentation, applications, data, submittals, and completion of all reports.  Other Plans Prepare other plans identified elsewhere in this SOW. Identify and prepare other plans as necessary to comply with local, state, or federal requirements or as directed by the Commission. A.4 ELC Project Safety Offeror shall provide a Safety Engineer/Manager who will be responsible for overseeing ELC Project safety including ensuring ELC Project team and contractor compliance with ELC Project safety requirements relevant to future co-located ELC Project and toll operations offices and construction sites. Safety activities include but are not limited to:  Integrate the 15/91 ELC into the existing I-15 Express Lanes Project (ELP) project-wide safety program. Provide and implement an ELC Project oversight site safety plan and provide safety training for all owner oversight personnel on the ELC Project. Provide hard hats and safety vests for all owner oversight personnel who will be working on the ELC Project site;  As necessary, revise the safety requirements that are included in the Design-Builder and Toll Services Provider contracts, including safety manual and training program requirements for all ELC Project personnel.  Ensure compliance of the safety program with all federal, state and local laws including those of California Occupational Safety and Health Administration (Cal-OSHA), Caltrans, Commission and the local agencies and jurisdictions;  Review various ELC Project activities and work processes and perform periodic audits to assess general office safety and compliance with current best practices;  Work with Caltrans to merge its budgeted safety responsibilities 39 ELC Scope of Work A-5 with Commission and Offeror, and build one effective safety oversight program for the ELC Project. Establish roles and responsibilities, necessary oversight, and reporting requirements;  Perform safety oversight of the Design-Builder and Toll Services Provider; o Verify implementation of the safety training by the Design- Builder and Toll Services Provider for all ELC Project staff, and provide training to office staff as required; o Track Design-Builder and Toll Services Provider proper investigation and reporting of accidents; o Monitor the provision of proper safety personnel protective equipment to all Design-Builder and Toll Services Provider personnel, and other ELC Project personnel as required; and o Regularly document or require documents by Design-Builder and Toll Services Provider of safety meetings with set agendas as conducted by Design-Builder and Toll Services Provider to document safety understanding and compliance.  Oversee the investigation of accidents, report to the Commission, and recommend corrective actions to reduce risks and reoccurrence. A.5 Quality Assurance (QA) Offeror shall provide a Quality Engineer/Manager who will be responsible for overseeing ELC Project quality including ensuring ELC Project team, Design- Builder and Toll System Provider compliance with ELC Project quality requirements relevant to all deliverables and construction. Quality activities include but are not limited to:  Integrate the 15/91 ELC into the existing I-15-ELP QA program based on the ELC Project scope, assumed construction contracts, stakeholder requirements, and delivery approach of the ELC Project. The QA program shall include the clear delineation of roles and responsibilities between all identified parties related to all design, procurement, installation, and construction activities and the development and maintenance of a quality manual;  Review and revise, as necessary, the quality requirements that will be included into the Design-Builder and Toll Services Provider change order documents;  Work with Caltrans to merge its budgeted quality responsibilities with Commission and Offeror, and build one effective quality oversight program for the ELC Project. Establish roles and responsibilities, necessary oversight, and reporting requirements; and 40 ELC Scope of Work A-6  Perform independent quality assurance (IQA) during final design, installation, and construction of ELC Project improvements of Design- Build and Toll Services Provider including overseeing compliance with quality control (QC) and QA requirements, over-the-shoulder reviews, audits of contractor’s QC and QA activities, resolution of audit findings, coordinating with contractor’s quality personnel, and providing periodic quality reporting. A.6 ELC Project Support and Other Services  Participate in the review of third-party insurance claims involving incidents as it affects Commission and provide analyses, identify means to mitigate or resolve, and make recommendations for action by Commission;  Identify, define, and implement key ELC Project initiatives that will benefit Commission and the ELC Project by improving work processes and reducing ELC Project costs and resource requirements; and  Schedule, coordinate, and/or attend meetings, as required, and provide all necessary meeting materials (i.e., agendas, minutes, action items, reports and documents) necessary to support the ELC Project management activities. A.7 Risk Management Risk Management assessment will be completed in two parts, one for Option 1 – the Design-Build Contract Amendment and if a procurement is let, on for 15/91 ELC Project (Option 2, Design Build Low-bid). Option 1 – Design Build Contract Amendment Risk Assessment:  Perform a risk assessment including conducting a risk management workshop with appropriate ELC Project stakeholders to identify risks, probability and severity of risk occurrence, proposed mitigation strategies, responsible parties, and mitigation timing. Incorporate any newly identified risks into the existing I-15 ELP register. to document, track, and manage ELC Project risks;  Option 2 – Design-Build low-bid Risk Assessment:  Perform a risk assessment including conducting a risk management workshop with appropriate ELC Project stakeholders to identify risks, probability and severity of risk occurrence, proposed mitigation strategies, responsible parties, and mitigation timing. Incorporate any newly identified risks into a stand-alone risk register. to document, track, and manage ELC Project risks; On-going efforts irrespective of delivery option: 41 ELC Scope of Work A-7  Perform ongoing ELC Project risk identification and management activities by working with the various ELC Project work groups, including the Design-Builder and Toll Services Provider;  Provide periodic updates of the risk register showing resolution and mitigation of defined ELC Project risks, identification of new risks, and required mitigation measures; and  Provide all necessary reports and actions requested by Commission to support requests of Caltrans, FHWA, lenders, or others in documenting adherence to risk management requirements and practices. A.8 Agency Agreements and Stakeholder Coordination  Work with the Commission to amend, create, develop, negotiate, and execute agency agreements to incorporate the ELC Project, including but not limited to the following: o Construction Zone Enhanced Enforcement Program (Caltrans); o Environmental Mitigation Agreements and Environmental In- Lieu Fee Agreements (various agencies); o Design-Build Cooperative Agreement (design-build phase, Caltrans); o Toll Facilities Agreement (toll operations phase, Caltrans); o Orange County Transportation Authority; o California Tolling Agency Interoperable Agreements (various statewide tolling agencies); o Toll Violation Enforcement Agreement (California Highway Patrol (CHP)); o Roadway Maintenance Agreement; and o Other agency agreements as necessary.  Offeror shall identify, define, schedule, facilitate and coordinate with stakeholder agencies in support of ELC Project policies, procedures, practices and schedules. Additionally, Offeror shall work through barriers and enhance opportunity for innovation in the timely delivery of the ELC Project, particularly with those commitments and obligations associated with any cooperative agreements between Commission and the respective agency. The respective agencies include but are not limited to the cities of Corona, Riverside County, Riverside County Flood Control and Water Conservation District (RCFCWCD), Caltrans, and FHWA. 42 ELC Scope of Work A-8 A.9 Public Outreach Offeror shall provide support in the development and implementation of public and government relations communication plans for the ELC Project. The community and government relations communication plans shall provide:  Public information and response to public and media questions about the ELC Project;  Ongoing communications with staff and boards of public agencies, ELC Project partners, and elected officials;  Attendance at public meetings, hearings, industry presentations, and community group presentations, including the preparation of presentation materials;  Prepare and distribute, as directed by Commission, ELC Project brochures, fact sheets, branding items, messaging, and other necessary communication and collateral materials to support Commission’s communications obligation and requirements with the agencies and communities;  Lead and/or participate in regularly scheduled meetings including certain technical work groups, preconstruction, and construction related meetings with Commission, Design- Builder, and Toll Services Provider personnel. Prepare for meetings, as required, to properly organize or support each meeting event;  Oversee, monitor, and cooperate in business support meetings by the Design-Builder, and organize and prepare for such meetings, as requested by Commission, to support the ELC Project’s efforts to mitigate issues and disruptions to local businesses due to construction activities;  Prepare and organize media events and governmental relations activities, including news organizations and media and elected officials;  Prepare collateral materials and other support documents for special events such as “ribbon cuttings” and “ground-breaking” ceremonies;  Provide reports, meeting organization materials, tables, data, and other forms of communications to present or document activities on the public outreach efforts; and  Maintain a database record of all public outreach contacts and responses. B. Design Management – TASK 200 43 ELC Scope of Work A-9 Offeror shall provide day-to-day management of all planning, design review, and oversight activities for the ELC Project including coordinating with stakeholders and affected agencies on technical issues relating to utilities, ROW acquisition, railroad coordination, and environmental mitigation. Coordinate Design-Builder design activities with those of the Toll Services Provider as described in Section C, Tolling Services. B.1 Design Management  Review Design-Builder and Toll Services Provider design submittals for conformance with the contract documents and all applicable Federal, State, and Local agency requirements. Provide staff planning and resources requirements to meet schedule commitments, including highway, structural, drainage, utilities, traffic, landscape, aesthetics, acoustic, and geotechnical engineers and support staff required to perform the Integrated Quality Assurance review and approvals. B.2 Design Support  The Offeror shall organize and consolidate the design concept drawings to be provided as part of the RFP documents. The basis for the design concept drawings shall be the drawings developed as part of the PA/ED effort;  Review of all available ELC Project data and information, including ELC Project reports, plans, estimates, technical and planning studies, cooperative agreements, environmental documentation and other ELC Project information as provided by Commission, Caltrans, and other stakeholder agencies;  Review and understand the Geometric Approval Drawings (GAD’s), exceptions to Mandatory and Advisory Design Standards, and other documents developed previously by the Commission’s various subcontractors. Prepare a Supplemental GAD for the 15/91 ELC; and  Perform additional soundwall studies, if necessary to further define the soundwall scope of work for the Design-Builder to estimate. The soundwall design will be based upon the revised NADR that the Offeror is preparing under the PA/ED Scope of Work.  Provide engineering support for further definition and refinement of ROW lines to develop ROW requirements for negotiated and eminent domain acquisition of ELC Project ROW  Provide preliminary design as requested to support high risk ELC Project elements, such as utilities, necessary to support the ELC Project delivery schedule; 44 ELC Scope of Work A-10  Review Design-Builder Computer-Aided Design and Drafting (CADD) protocol and document Design-Builder compliance to contract documents and Caltrans standards and requirements;  Monitor compliance and take corrective actions to submittal procedures, cycles, and review time frames for the processing, review, and approval of all submittals by Commission, Caltrans, and stakeholder agencies in compliance with the Design-Build contract;  Represent Commission with Caltrans and the Design-Builder on all engineering issues and facilitate Commission’s approval. Facilitate other agency reviews/approvals of ELC Project submittals;  Provide CADD support, as necessary, for any technical analyses, graphical presentations, reference materials, ROW acquisition, regulatory permits, and ELC Project documents;  Regularly coordinate and communicate with Commission on status and progress on design reviews and oversight of Design-Builder’s submittals. Identify any technical issues with proposed solutions and make recommendations to resolve to Commission, including necessary actions to implement proposed solution(s);  Coordinate Commission, Caltrans, and other stakeholder agency involvement and participation in Design-Builder technical meetings, process Design-Builder meeting minutes, and coordinate Commission and stakeholder action items resulting from technical meetings, along with necessary agency approvals;  Schedule, coordinate, and attend meetings, as necessary, in cooperation with the agencies and contracted parties (Design- Builder and Toll Services Provider), including the preparation of agendas, meeting minutes, and action items; and  Participate with the construction management utility oversight personnel in providing Notices to Owners and in overseeing and coordinating the design and engineering work of the utility agencies and those of the Design-Builder, as appropriate. B.3 Structures IQA Offeror shall:  Review all available ELC Project data and information, including ELC Project reports, plans, estimates, technical and planning studies for incorporation into the appropriate amendment;  Provide preliminary long lead time ELC Project elements necessary to support the design-build delivery schedule as requested by the Commission; 45 ELC Scope of Work A-11  Provide preliminary design development at the Temescal Wash Crossings as needed to support the regulatory and construction environmental permitting;  Provide design management services to review Design-Builder submittals, including design plans, investigations, studies, and reports required by the contract, for acceptability and conformance to contract requirements, Caltrans standards, and stakeholder agency standards; and  Review and respond to structures-related issues and activities after issuance of Release for Construction (RFC) packages. B.4 Roadway & Drainage IQA Offeror shall:  Review all available ELC Project data and information, including ELC Project reports, plans, estimates, technical and planning studies for incorporation into the amendment and preliminary RFP documents;  Identify areas for risk reduction;  Provide design management services to review Design-Builder submittals, including design plans, investigations, studies, and reports required by the contract, for acceptability and conformance to contract requirements, Caltrans standards, and stakeholder agency standards; and  Review and respond to roadway & drainage related issues and activities after issuance of RFC packages.  Field investigate drainage systems and perform condition assessment prior to construction amendment development. B.5 Maintenance of Traffic IQA Offeror shall:  Provide design management services to review Design-Builder submittals, including design plans, investigations, studies, and reports, required by the contract, for acceptability and conformance to contract requirements, Caltrans standards, and stakeholder agency standards; and  Review and respond to maintenance of traffic related issues and activities after issuance of RFC packages. 46 ELC Scope of Work A-12 B.6 Traffic Management System (TMS) IQA Offeror shall:  Review draft Traffic Management Plan (TMP) provided by others and make recommendations on possible enhancements;  Provide design management services to review Design-Builder submittals, including design plans, investigations, studies, and reports required by the contract, for acceptability and conformance to contract requirements, Caltrans standards, and stakeholder agency standards; and  Review and respond to TMS related issues and activities after issuance of RFC packages. B.7 Electrical & Lighting IQA Offeror shall:  Coordinate with Commission, Caltrans, and identify system needs;  Provide design management services to review Design-Builder submittals, including design plans, investigations, studies, and reports required by the contract, for acceptability and conformance to contract requirements, Caltrans standards, and stakeholder agency standards; and  Review and respond to electrical & lighting related issues and activities after issuance of RFC packages. B.8 Landscape & Aesthetics IQA Offeror shall:  Provide design management services to review Design-Builder submittals, including design plans, investigations, studies, and reports required by the contract, for acceptability and conformance to contract requirements, Caltrans standards, and stakeholder agency standards; and  Review and respond to landscape & aesthetics related issues and activities after issuance of RFC packages. B.9 PAVEMENT EVALUATION AND DESIGN Prepare a summary of allowable pavement sections for use by the Design-builder. This summary will evaluate both the final SR-91 CIP structural Sections as well as the I-15 ELP Sections. It is assumed that the life cycle cost analyses (LCCA’s) prepared for these ELC Projects will suffice and an additional LCCA will not be 47 ELC Scope of Work A-13 required. B.10 Environmental & Permits Offeror shall provide environmental oversight, compliance, and coordination of Design-Builder’s environmental obligations and commitments under the contract, including Commission’s obligations and requirements with resource agencies. This includes:  Incorporation of environmental requirements and approved mitigation commitments and plans into the DB contract amendment and preliminary RFP, preparation of necessary environmental permits, preparation of necessary environmental mitigation or in-lieu fee agreements for execution by the Commission;  The following permits shall be updated to the level of completion needed to support the delivery schedule: o United States Army Corps of Engineers (USACE) 404 and 408 permits, and Out Grant Agreement; o Regional Water Quality Control Board (RWQCB) 401 Certification; and o California Department of Fish and Wildlife (CDFW) 1602 Streambed Alteration permit.  Oversee Design-Builder’s requirements in meeting the obligations and commitments in its preparation of materials and documents to secure the final USACE 404 and 408 permits, and Out Grant Agreement; RWQCB 401 certification; CDFW 1602 permit; and RCFCWCD encroachment permit;  Coordinate approval of the permits and agreements with each resource agency, address any changes required of the Design-Builder by the agencies, and further the approval of the permits and agreements;  Analyze and assess environmental re-validation and re-evaluations required due to Commission directed changes and implement accordingly;  Coordinate with Caltrans for review and comment on all environmental activities, including agreements, permits, and exercises of re-validation and re-evaluation;  Oversee Design-Builder’s acquiring of all necessary environmental permits affecting their construction activities, including storm water permits;  Schedule and coordinate meetings necessary to accomplish the 48 ELC Scope of Work A-14 environmental requirements of Commission, including providing agenda and meeting minutes and action items; and  Oversee implementation of the approved mitigation monitoring plan for compliance with Caltrans and regulatory agencies permit requirements and the mitigation documented in the environmental document. B.11 Utility Coordination & Oversight Offeror shall provide a ROW/Utility Team Leader who will be responsible for coordinating the utilities affected by the ELC Project. To accommodates and facilitate the design-build schedule, Offeror may be requested to undertake certain relocation work if needed. Utility coordination activities include, but are not limited, to the following:  Identify utilities that may be impacted by the ELC Project;  Meet with utility companies and other entities to determine their requirements for relocation, protection, and abandonment of utilities required to accommodate ELC Project and to establish any potential ROW impacts for utility relocations;  Coordinate all final utility agreements with private utility owners. Monitor utility relocation work and meet regularly with Design- Builder, utility agencies, Caltrans, Commission, and other stakeholder agencies to coordinate utility relocation work;  Coordinate all interaction and correspondences with utility owners including but not limited to preparation of proper notices (i.e., Notice to Owners), Design-Builder submittals, notice to utility owners required to commence their (utility owner) design, procurement, and relocation activities, as necessary;  Prepare Report of Investigation (ROI) as outlined in Section 13-05 of Caltrans ROW Manual Chapter 13;  Review and comment, as appropriate, on utility owner designs for inclusion into Design-Builder final design documents, and review Design-Builder’s RFC documents for proper inclusion of the utility owner designs;  Confirm that the utility agency and Design-Builder have all necessary permits and ROW clearances to allow relocation work to proceed;  Oversee coordination between the Design-Builder and utility agencies’ construction and relocation work, address any issues and confirm identification, protection, adjustment, removal, or relocation of the subject utility in compliance with State and Federal laws and regulations, standards, and agreements; and 49 ELC Scope of Work A-15  Oversee and coordinate the final documentation and completion of the utility owner relocation work, and review and recommend final payments and closeout. B.12 Railroad Coordination Offeror shall:  Coordinate with the applicable railroad entity to facilitate execution of the necessary railroad agreements;  Oversee and support Commission’s requirements with technical review and processing for approval of Burlington Northern Santa Fe (BNSF) Construction and Maintenance Agreements based on ELC Project schedule requirements;  Coordinate Design-Builder and BNSF design reviews. Facilitate receipt of BNSF approvals of Design-Builder designs;  Oversee compliance with the plans and specifications by the Design- Builder with BNSF guidelines;  Oversee and coordinate with BNSF regarding all ELC Project work affecting BNSF operations and the activities of the Design-Builder, including compliance with BNSF requirements for work around their track and operations;  Prepare and submit the California Public Utilities Commission (CPUC) formal and short form applications. Monitor the CPUC approval process; and  Work with the ELC Project ROW personnel to receive all construction right-of-entry documents, including temporary construction and permanent easements. B.13 Geotechnical IQA Offeror shall:  Review and evaluate Design-Builder submitted documents and provide technical selection recommendations;  Provide design management services to review Design-Builder submittals, including design plans, investigations, studies, and reports required by the contract, for acceptability and conformance to contract requirements, Caltrans standards, and stakeholder agency standards; and  Review and respond to geotechnical related issues and activities 50 ELC Scope of Work A-16 after issuance of RFC packages. B.14 Survey & ROW Engineering Offeror shall provide surveying and mapping services such as requirements, acquisitions, and ROW engineering services as needed in support of design development and Quality Assurance of the Design–Builder’s construction survey and to complete post-construction Record of Survey tasks including but not limited to:  ROW Engineering – Offeror shall provide appraisal maps (ROW Maps) in conformance with Caltrans District 8 guidelines and drafting standards to facilitate ROW acquisition; and  Field and office survey support on an as-needed basis to provide survey QA checks. B.15 ROW Services Offeror shall provide a ROW/Utility Team Leader who will be responsible for the technical and administrative functions required to deliver the required ROW for the ELC Project. ROW services include but are not limited to associated with impacts of structures in BNSF right of way, Riverside Flood Control District, and soundwall 2198:  Overall coordination and management with the Commission, Caltrans, FHWA and the Design-Builder and assist with the development and implementation of the ROW program as needed;  Prepare ROW cost estimates;  Provide acquisition and negotiations services required for Commission to acquire property for the ELC Project in a timely, efficient manner and at a reasonable cost including appraisal and review of appraisals, and necessary environmental investigations and remediation;  Obtain title reports and escrow, utility relocation coordination, and  ROW certification;  Assess any proposed modifications or changes to the ROW proposed by the Design-Builder and provide investigations and analyses, propose solutions, and make recommendations to Commission for consideration and implementation as directed;  Provide ROW acquisition and relocation services under compliance with Federal, State, and Local laws and regulations, and in support of 51 ELC Scope of Work A-17 the ELC Project’s schedule as needed;  Perform all necessary ELC Project close-out activities, including ROW transfer from Commission to the various agencies, and working with Commission to determine the excess land disposition process;  Continue to provide the appropriate progress/status reports, and schedule and attend meetings, as necessary, to support the acquisition, relocation, and close-out processes, and coordination with the Design-Builder, and  Work shall be performed in accordance with Caltrans and Commission’s ROW policies and procedures and applicable federal, state, and local regulations. C. Tolling Services – TASK 300 C1. Tolling System General Planning and Oversight Offeror shall:  Provide management and oversight of the ELC Project tolling services including identifying and allocating of staff to oversee work performed by the Design- Builder, Toll Services Provider, planning and scheduling of toll system activities, and organizing and/or participating in meetings;  Provide and support contract administration activities associated with the tolling services, including safety and quality compliance, review of progress and invoice applications, submittals, and monthly reports;  Provide coordination between Design-Builder, and Toll Services Provider, activities to ensure proper coordination and integration with the procurement, design, installation, roadside construction, testing, and startup of the toll systems;  Coordinate toll system and operations planning activities with stakeholder agencies and coordinate with other ELC Project functional groups on toll system design, installation, and integration matters, including toll system testing and acceptance; and  Coordinate the review of design, submittals, design plans, and shop drawings between the Design-Builder and, Toll Services Provider. Toll System Planning Support the Commission by analyzing, developing, and recommending strategies, policies, procedures, business rules, customer account rules, management rules, 52 ELC Scope of Work A-18 technical requirements, and toll facility concepts.  Plans o Concept of Operations (ConOps) from Caltrans and FHWA per current FHWA requirements; and o Update the existing toll system ELC Project management plan and incorporate into the overall ELC Project PMP prepared by the PCM team.  Strategies Provide analysis, evaluation of alternatives, make recommendations, and document Commission decisions via white papers, procurement documents, reports, or similar methods for the following issues and other issues identified by the Commission: o Use of variable pricing or dynamic pricing as the Commission’s congestion pricing strategy linking the SR-91 and I-15 Facilities; o Use of switchable transponders, self-declaration lanes, or other alternatives to enforce carpool occupancy requirements; o General approach to provide the necessary customer services and the physical location of the customer service center; o General approach to provide the necessary back office services and integration with either the SR-91 or I-15; o Procurement of the toll services as an amendment to the any existing contract, as a standalone contract, or other alternatives; and o Tolling and pricing approach to allow integration of the dissimilar SR- 91 and I-15 ELC Projects, as well minimaxing the need to modify the system to accommodate future expansion of the express lane network within Riverside County.  Toll Policy, Violation Enforcement, and Business Rules o Support the Commission and its Traffic and Revenue consultant in creating, reviewing, and recommending a toll policy and the associated procedures to change toll rates during operations to maintain the desired level of service in the express lanes while generating sufficient revenue to meet debt repayment, operation and 53 ELC Scope of Work A-19 maintenance cost responsibilities, and other goals; o Offeror to evaluate toll violation and collection procedures; and o Offeror to evaluate, prepare, and recommend for approval operating business rules, prepare account reconciliation policies and procedures among stakeholder agencies, and assist Commission to develop necessary general ledger requirements and entries.  Toll System Design o Develop and recommend design concepts, specifications, toll system testing guidelines and procedures, and/or requirements to implement electronic toll collection, CHP enforcement and customer service patrol staging locations, back office, toll operations center, customer service center, communications network, and enforcement systems; and o Incorporate approved design concepts, specifications, and/or requirements into appropriate amendments to the existing DB and TSP contract deliverables. C3. Toll Operations and Maintenance Planning  Performance Metrics o Offeror shall evaluate and recommend any changes the Commission’s existing toll operations performance metrics for incorporation into the future TSP Contract Amendment.  Customer Service o Offeror shall utilize the Commission’s existing customer service strategy by incorporating its ELC Project requirements and recommendations into the future TSP Contract Amendment.  Communication and Marketing Strategy o Offeror shall utilize Commission’s existing communication and marketing strategy (currently being developed) by incorporating its ELC Project requirements and recommendations into the future TSP Contract Amendment, to include any technical, procedural, administrative, or performance requirements in these contracts consistent with the Commission’s overall communications and 54 ELC Scope of Work A-20 marketing strategy.  Fee Revenue Estimates and Cost Estimates o Offeror shall prepare customer account fee revenue estimates based on assumed toll policies, business rules, account types, and marketing strategy. See the ELC Project Funding and Financing section; o Offeror shall prepare a toll system replacement schedule and cost estimates for the life of the facility (i.e. toll system life-cycle cost estimate) to support the Commission’s financial model and ELC Project financing efforts. See the ELC Project Finding and Financing section; and o Offeror shall prepare an Express Lane pavement and structure rehabilitation strategy, schedule, and cost estimate for the life of the facility to support the Commission’s financial model and ELC Project financing efforts.  Toll System and Roadway Maintenance o Offeror shall review and update existing TSP performance requirements for the routine maintenance of the toll system (e.g. cameras, transponder readers, Changeable Message Signs (CMS), etc.) and roadway maintenance (regular pavement maintenance, trash removal, delineator replacement, etc.). Offeror to incorporate requirements in to the any TSP contract amendments.  Incident Management and Disaster Recovery o Review and update existing TSP performance requirements to address routine roadside incident management and disaster recovery. Offeror to incorporate these performance requirements into the future TSP contract amendment.  Other Performance Requirements for the Future Toll Operator o Develop other Toll Operator performance requirements in the areas of procurement, contract management, cost controls, toll rate/policy changes, facility safety, training of Toll Operator and Commission personnel, and other areas identified mutually with Commission. Offeror to incorporate these performance requirements into TSP contract amendment. 55 ELC Scope of Work A-21 C4. Oversight, Coordination, and IQAs  General Management and Coordination Among Contractors Offeror shall: o Provide management and oversight of the ELC Project’s tolling services including identifying and allocating of staff to oversee work performed by the Design-Builder, TSP, planning and scheduling of toll system activities, and organizing and/or participating in meetings; o Provide and support contract administration activities associated with the tolling services, including safety and quality compliance, review of progress and invoice applications, submittals, and monthly reports; o Provide coordination between Design-Builder and TSP activities to ensure proper coordination and integration with the procurement, design, installation, roadside construction, testing, and startup of the toll systems; o Coordinate toll system and operations planning activities with stakeholder agencies and coordinate with other ELC Project functional groups on toll system design, installation, and integration matters, including toll system testing and acceptance; and o Coordinate the review of designs, submittals, design plans, and shop drawings between the Design-Builder, Systems Integrator, and Toll Operator.  Design-Builder’s Toll System Infrastructure Offeror shall: o Review and provide comments to Design-Builder’s design, design plans, submittals, and shop drawings of the toll system infrastructure work, including communications and power conduit duct banks, vaults and roadside equipment cabinet installations, gantries, CMS and camera pole installation, toll utility buildings, emergency backup generators, and integration of the Design-Builder requirements with the requirements of TSP; o Review Design-Builder’s toll facility-related deliverables and provide technical selection recommendations as necessary; and 56 ELC Scope of Work A-22 o Provide construction oversight of the Design–Builder’s toll infrastructure work, including power and communications conduit duct banks, gantries, CMS and camera pole installation, toll utility buildings, and emergency backup generators; document compliance with the contract requirements; and obtain signoff and acceptance by Commission and TSP.  Toll System Provider Offeror shall: o Manage and oversee adherence to the contract requirements, including compliance with the safety plan and the TSP design of roadside toll equipment, communications equipment, power equipment, cameras, CMS signage, and toll operations and customer service center facility layout plans; o Review and provide comments to the TSP’s design, design plans, submittals, and shop drawings of the toll system; o Oversee the installation of the tolling equipment, including roadside tolling equipment, communications and power, express lane cameras, CMS signage, traffic operations, and data center build out, document compliance with the contract requirements, and obtain signoff and acceptance by Commission and other stakeholder agencies, as required; o Review testing and startup plans, provide oversight of the systems testing and startup in compliance with the contract, and obtain testing and acceptance signoffs by Commission and other stakeholder agencies; o Review deliverables and provide technical recommendations as necessary; o Obtain manufacturer warranties, as-built drawings, training materials, and other manuals required under the contract; o Oversee early toll operation activities to support the training and startup of the ELC Project, including operational and start-up manual reviews; o Coordinate toll activities and start-up toll facility operations with the 57 ELC Scope of Work A-23 remaining construction activities of the Design-Builder; o Review training manuals, coordinate training session participation, and review attendance and training completed by the training participants; and o Perform contract management and administration including identifying potential SOW changes, development of Independent Cost Estimates for any scope changes, review of submitted contract change orders (CCO), performing required analyses, coordinating potential and implemented changes, as necessary, with other contracts, and maintain full documentation of all potential and actual changes. C5. State Route 91 Express Lanes - Roadside Equipment Upgrade Offeror shall: o Develop contract amendments to the existing TSP contract to upgrade the existing the roadside equipment on the State Route 91 Express Lanes including the development of a Scope of Work and Independent Cost Estimate for the contract amendment; o Oversee relocation of two SR-91 Toll Points; o Oversee the TSP though design, installation and testing until Revenue Commencement. This task will include management of all activities specified in Technical Provisions and the SOW including: review of the design and installation drawings, installation oversight, and oversight of the site commission and operations tests; and o Oversee the Final System Acceptance Test and the first annual Renewal Test; review of system operations, coordination with the TSP maintenance supervisor and technicians to make sure that identified problems are resolved and monitor any roadway maintenance activities that may impact the system, and review monthly K PI. D. ELC Project Funding and Financing – TASK 400 Offeror shall assist and support the Commission and its consultants in reviewing and updating the existing I-15 and SR-91 ELC Project financing. These services include: 58 ELC Scope of Work A-24  In coordination with the Commission, traffic and revenue consultants, other engineering consultants, financial advisors, and legal advisors, participate in finalizing the impact to the existing ELC Project financial structure;  Prepare updates of the ELC Project program capital cost and operating cost estimates. Prepare updates of the toll customer account fee revenue estimate and “non-toll transaction” revenue estimate based on assumed toll policies and business rules. Prepare toll system replacement schedule cost estimates. These estimates of costs and revenues support the Commission’s financial model; and  Prepare or assist in the preparation of various technical supporting documents or reports related to ELC Project funding and financing, that are required by the TIFIA office, FHWA, Caltrans, investors, and others. Such reports may include the FP and construction progress reports. E. Contract Management and Procurement Services – TASK 500 Provide contract management to monitor performance by the Design-Builder and Toll Services Provider, to the requirements of their respective contracts. This includes Disadvantage Business Enterprise (DBE) subcontracting performance, labor compliance, administration of change management processes, and claims support on behalf of Commission. Define, prepare, and administer all contract changes including change orders, directive letters for the Design-Builder and the Toll Services Provider contracts. Contract management and procurement services include: E.1 Contract Management  Incorporate ELC changes into the existing ELP contract documents. This includes identification and allocation of staffing resources to accomplish specific contract administration tasks; integration and coordination with the functional groups on contract matters; and attendance at meetings to coordinate contract management-related activities and deliverables with the Design- Builder and Toll Services Provider, and stakeholder entities associated with the ELC Project. Identify contract compliance issues for the Design-Builder and Toll Services Provider contracts, provide analyses, and make recommendations to resolve issues for Commission approval;  Coordinate and manage additional Commission contracts in connection with environmental mitigation and other contracts related to the ELC Project development and operations and 59 ELC Scope of Work A-25 maintenance;  Coordinate and manage contract compliance between Commission and Offeror, providing communications and correspondence in addressing clarifications and amendments. Monitor compliance with Federal, State, and Local agency requirements including: o Provide regular updates to audited overhead rates as requested by Commission, including those of Offeror and Offeror’s Subconsultants; and o Demonstrate compliance with Offeror’s contract commercial requirements, including invoicing content and format, allowable compensation, schedule adherence, insurance coverage requirements, etc. through submitted documentation.  Schedule, coordinate, and attend meetings to support ELC Project- related contract administration activities, including, where appropriate, providing agenda, meeting minutes, and action item listings. E.2 Contract Administration  Process Design-Builder and Toll Services Provider, correspondence under the ELC Project requirements in a timely manner to support Commission and stakeholder agency approvals;  Review Design-Builder and Toll Services Provider, payment applications, for compliance to contract commercial requirements. Identify areas of concern and resolve with Design- Builder, Toll Services Provider, and Commission;  Identify the amount of the final payment due to Design-Builder and the Toll Services Provider, and assist Commission with processing any final contract changes and the resolution of any claims. Obtain evidence of certification of all lien releases, transfer of title to appropriate agencies, and certification of delivery of final record drawings to Caltrans where appropriate. Secure and transmit to Commission all required turn-over items, including, but not limited to, guarantees, affidavits, releases, bonds, waivers, keys, manuals, and maintenance stock;  Prepare the final documentation to release all liens and recommend final payment and release of bonds and retention;  Provide the systems and tools to provide documentation and tracking of Design-Builder and the Toll Services Provider, and Offeror’s contract compliance; 60 ELC Scope of Work A-26  Prepare and issue Commission-directed CCOs in compliance with the Design-Builder and Toll Services Provider respective contract requirements. Negotiate final contract amendment terms with the Design-Builder and, Toll Services Provider, and assist the Commission in obtaining any necessary external approvals;  Review and analyze contractor-initiated CCOs by Design-Builder and Toll Services Provider. Negotiate amendment terms and conditions for approval by Commission and other stakeholder agencies, including Caltrans and FHWA;  Perform regular review and documentation of Design-Builder and Toll Services Provider, communications for changes and claims, and report to Commission with recommendations and actions; and  Provide reporting tools and CCO logs to properly track and monitor change notices, CCOs, and claims to identify trends and measure cost and schedule impacts; and  Any other contract related functions necessary for contract administration. E.3 Procurement Services  General If necessary, provide change order and preliminary procurement support for the Design-Builder and Toll Services Provider, environmental mitigation work, and other contracts necessary to develop, design, build, operate, and maintain the ELC Project. Offeror shall participate in the development of procurement strategy, assist in the development of solicitations by preparing SOWs and technical documents, review and provide input on procurement documents to the Commission and Commission’s legal counsel, and coordinate with the Commission’s ELC Project Team, consisting of the Commission, Commission’s legal counsel, legal advisors, financial advisors, insurance advisors, other consultants, and Caltrans.  Offeror shall review and understand Commission policies, procedures, and legal requirements related to its procurements;  Offeror shall coordinate with the Commission’s ELC Project Team to: o Support, through either direct input or review and comment on documents as appropriate, the preparation by Commission’s legal counsel of procurement documents including Requests for Qualifications (RFQs), and certain procurement correspondence; 61 ELC Scope of Work A-27 o Maintain adequate practices and procedures to ensure strict adherence to confidentiality agreements by all members of the procurement team, including measures to ensure the security of all procurement-related documents; o Develop a detailed work plan for the ELC Project Team’s timely development, review of and collaboration on procurement documents; o Plan and organize weekly ELC Project Team calls during the development of design-build procurement documents and procurement period; o Maintain a complete and accurate official contract amendment procurement file, including electronic and hard copies; and o Assist in contract amendment negotiations.  Offeror, under Commission’s direction, shall be directly responsible to: o Work with the ELC Project Team to present/Identify alternatives, analyze, and make recommendations to the Commission to best accomplish the necessary planning, development, design, procurement, construction, installation, testing, operation, and maintenance of the ELC Project; o Review and Prepare revisions to the existing Design-Build and Toll Services Provider contract documents to facilitate the execution of a contract amendment. This work would include, but not limited to, insurance provisions, performance security, contract interface provisions, and the technical provisions; o Incorporate lessons learned from recent Commission procurements and ELC Projects and other relevant ELC Projects involving design-build, system integration, and operations and maintenance; o Incorporate strategies, action plans, performance criteria, and other requirements from the Commission’s current toll program organization effort in the areas of risk management, performance metrics, asset management, customer service, communication, and marketing; o Prepare necessary technical documents including plans, exhibits, maps, cost estimates, etc. for these same procurements; o Plan and prepare various procurement schedules to meet 62 ELC Scope of Work A-28 overall ELC Project development and operations and maintenance schedule goals; o Plan and coordinate any necessary review of contract amendment documents with Caltrans, FHWA and local agencies; o Help identify, accumulate, review, index and catalogue relevant reference documents for the contract amendments; and o Prepare certain correspondence, documentation, and presentations for Commission approval related to contract amendments; and E.4 Labor Compliance and Disadvantaged Business Enterprise (DBE) This effort may change due to project funding source. Offeror shall support the preparation of the ELC Project contract specifications containing appropriate and current language concerning State prevailing wage requirements, Federal Davis-Bacon Act requirements and apprentice requirements, and provisions to be included in the Design-Builder and Toll Services Provider, and other contracts, as applicable. Services include responding to contractor comments and providing technical assistance on all labor compliance requirements, as necessary. Labor compliance shall include:  Development of a “Federal On-the-Job Training (OJT) Participation” goal, as necessary, and ensure that all required OJT provisions, labor compliance forms, and applicable Federal prevailing wage determinations are included in the applicable contracts;  Develop processes and procedures for labor compliance functions in accordance with State and Federal requirements and the Caltrans LAPM;  Develop planned labor compliance activities as part of the PMP, including roles and responsibilities;  Determine and update the Federal general wage determinations, as necessary, based on wage rate amendments and the Federal “10- Day rule” found under 29 CFR Section 1.6(c) (3);  Determine applicable State prevailing wage rate determinations applicable to the ELC Project based on the ELC Project’s bid advertise date;  Prepare a pre-bid meeting checklist designed to facilitate review of all labor compliance requirements including applicable prevailing wage requirements and potential proposers; 63 ELC Scope of Work A-29  Support the Commission in its compliance with California’s Department of Industrial Relations (DIR) requirements for labor compliance, including: o Provide technical guidance and coordinate with Commission to establish the appropriate reporting requirements and information necessary for the DIR to perform labor compliance on the ELC Project; o Provide periodic audits of Design-Builder and Toll Services Provider, and other contractor’s compliance to DIR requirements and information needed for labor compliance monitoring; o Support Commission with coordinating with DIR, as necessary, on its performance of ELC Project review audits and site interviews; and o Periodically review with Commission its compliance to State and Federal requirements for labor compliance.  Observe and monitor Design-Builder and, Toll Services Provider, and other contractors labor relations with labor organizations on behalf of Commission, periodically review labor practices on the ELC Project, and discuss labor issues with the Design-Builder and Toll Services Provider, and other contractors, as appropriate, to mitigate potential for delays to ELC Project completion. Make recommendations, as appropriate, on resolution of labor issues to Commission;  Monitor Design-Builder and Toll Services Provider, and other contractors for compliance to labor code requirements and provisions for labor harmony on the ELC Project; Disadvantaged Business Enterprise (DBE) Services:  Assist Commission in the development of the DBE Goal as required under 49 CFR Part 26. Work with Caltrans to garner approval of the DBE contract goals.  Review and update the DBE Contractor Performance Plan requirement for inclusion in the applicable contract amendments;  Review contract-specific DBE goals for applicable change amendments in accordance with Caltrans race-conscious directives;  Participate in workgroup meetings relative to the development and finalization of all applicable DBE solicitations and contractual provisions; 64 ELC Scope of Work A-30  Confirm contractor-claimed DBE participation crediting in conformance with 49 CFR Part 26 and Caltrans directives, including Commercially Useful Function (CUF) provisions;  Conduct Good Faith Efforts reviews of proposers for compliance with all DBE contract-specific goal requirements, as necessary, to determine responsiveness to applicable requirements;  Review Design-Builder and, Toll Services Provider, and other applicable contractors’ DBE reports for accuracy and coordinate with contractors to reconcile discrepancies; and  Provide oversight of DBE and labor compliance activities of the Design-Builder and Toll Services Provider and other applicable contractors and general support to the Commission, including compliance by the contractor with their DBE Performance Plan, and Federal, State, and Local requirements for prevailing wages and Davis-Bacon Act requirements. F. ELC Project Controls – TASK 600 Provide management, administration, and oversight services related to the cost, scheduling, estimating, and document management requirements for Offeror’s contract, and the contract between the Commission and the Design-Builder and, Toll Services Provider, including the necessary plans, procedures, tools, processes, and tasks for ongoing planning, budgeting, and control of the ELC Project. The specific ELC Project controls activities planned include the following: F.1 ELC Project Controls Management  Provide review and management of the budget, cost engineering, scheduling, estimating, and document controls processes and procedures. Review the monthly invoices for the Design-Builder and, Toll Services Provider  Develop and maintain an Work Breakdown Structure (WBS) cost structure to segregate all costs associated with the ELC and ELP ELC Projects;  Provide monthly trend registers, cost, and schedule reports on ELC Project performance, both separate and in conjunction with, the Design-Builder and, Toll Services Provider, reporting requirements. Reporting will be provided in an agreed upon format on activities with stakeholder and third-party agencies. Provide any other necessary documentation deemed required to support ELC Project performance monitoring;  Update and document changes in the ELC Project processes and procedures as provided for in the PMP and submit, as necessary, 65 ELC Scope of Work A-31 for reviews and approvals by Commission, Caltrans, and FHWA;  Perform periodic reviews and analyses of the Design-Builder, and Toll Services Provider, cost performance, as appropriate, to determine trends that may result in potential claim situations, and document such analyses and monitor trends; and  Monitor and report, as necessary, Commission program costs that are external to PCM contract. This will include costs associated with the ELC Project that are incurred through other agreements, in accordance with State, Federal, or Local requirements, or as otherwise defined under the PCM contract. F.2 Cost Controls  Prepare monthly invoices for with adequate budget allocation for actual costs incurred; check for compliance to contract compensation requirements; monitor charges to established WBS codes to support cost control and reporting; verify appropriateness of charges; and respond to Commission questions or comments on invoicing. Develop an invoice structure to be approved by the Commission that fully segregates all the costs between the ELC and ELP ELC Projects;  Develop budgeting for work tasks for Offeror activities; assign tasks against the WBS; monitor labor charges and expenses for validity and proper coding; and provide progress and reporting support for internal management and client needs;  Review monthly invoices/progress payments submitted by the Design- Builder and, Toll Services Provider, as to compliance with contract requirements and progress achieved on the ELC Project; and  Coordinate development of reports related to Commission program costs that are external and internal to the PCM contract. Coordinate with Design-Builder and Toll Services Provider, to develop additional reports, as necessary. F.3 Scheduling  Incorporate the ELC into the existing overall ELC Project schedule and coordinate with ELC Project disciplines, including ROW, to schedule updates and provide monthly reporting to Commission. Include identification and analysis of resource constraints and requirements, as appropriate, and any constraints to costs and cash flow;  Provide schedule analyses, as required, to address schedule issues and concerns resulting from ELC Project activities, either of Caltrans, Commission, and/or Offeror, or of the Design-Builder, and Toll Services Provider. In addressing issues, determine and recommend 66 ELC Scope of Work A-32 recovery actions, including resource and cash flow requirements;  Review the Design-Builder and Toll Services Provider, design and construction schedule to monitor compliance with their contracts, and incorporate their schedules into the master program schedule. Provide analysis and document all schedule changes and their impacts to the baseline schedule, and request and analyze recommendations of Design-Builder and Toll Services Provider, recovery plans;  Participate in weekly Design-Builder and Toll Services Provider, scheduling meetings to coordinate respective schedules, identify areas of schedule concern, monitor schedule performance, and track schedule alignment of weekly schedules to ELC Project schedules;  Schedule, coordinate, and attend meetings, as necessary, to support ELC Project schedule activities, including preparation of agendas, meeting minutes, and action items; and  Provide monthly schedule reports on ELC Project performance, both separate and in conjunction with, Design-Builder, Toll Services Provider, reporting requirements. Provide any other necessary supports deemed required to support ELC Project performance monitoring. F.4 Cost Estimating  Offeror shall develop ELC Project cost estimates and provide contract amendment negotiations with the Design-Builder and Toll Systems Provider  Provide review and analyses of potential CCOs submitted by the Design-Builder and, Toll Services Provider, including presentation of cost and schedule impacts, solutions to mitigate impacts and recommendations to Commission and other stakeholder agencies for approval; and  Provide estimating support, as necessary, to review and analyze Design-Builder, Toll Services Provider, changes and value engineering proposals. Provide recommendations to Commission. F.5 Document Controls Management  Provide and maintain a Commission-Offeror document collaboration portal for all ELC Project communications;  Hard copies will be maintained and turned over to RCTC at the close of the project;  Provide document management and control of all Design-Builder 67 ELC Scope of Work A-33 and, Toll Services Provider, and other contractor submittals and correspondence. Integrate the Design-Builder and Commission document management procedures and tools in support of transmittal, submittal processing, and approval requirements. This activity will include all ELC Project documentation for design reviews, Requests for Information (RFIs), and all other submittals. Maintain the tools, filing, storage, and retention of ELC Project documentation.  Prepare final ELC Project accounting and closeout reports of all reporting and document control systems. Organize all pertinent data, purge all files, and send to document control; G. Construction Management – TASK 700 Provide Construction Management services for construction quality oversight and compliance to contract requirements by the Design-Builder and Toll Services Provider, in accordance with AB 401, and in coordination with Caltrans IQA and construction inspection services. These services include: G.1 Construction Management  Organize, schedule and conduct a pre-construction conference that includes all agencies, utilities, Design-Builder and Toll Services Provider that will be participating in the ELC Project and other impacted ELC Projects within the limits of the ELC Project. Provide all meeting support services such as meeting notice and meeting minutes;  Provide and implement a construction management staffing plan that integrates with Caltrans’ role, responsibilities, and staffing for the ELC Project and provides the necessary resources and capabilities to oversee and monitor the quality of construction by the Design- Builder and Toll Services Provider;  Monitor the Design-Builder and Toll Services Provider overall planning of construction activities to identify critical milestones and priorities, and to determine budget estimates and staffing requirements for the defined scope and schedule;  Support preparation of the monthly report of construction activity and progress that relates to Design-Builder and Toll Services Provider progress and compliance to contract requirements;  Field monitor Design-Builder and Toll Services Provider construction activities and compliance to their safety plan. Note concerns or deficiencies immediately to Design-Builder or Toll Services Provider for their implementation of corrective measures; 68 ELC Scope of Work A-34  Develop/implement a field issue resolution program, including issue identification and resolution by the Design-Builder, Toll Services Provider, or appropriate agencies;  Observe and identify all potential changes in SOW based on Design-Builder and Toll Services Provider activities, review all CCOs submitted, and perform required analyses and recommendations to Commission for disposition;  Review work status and recommend to Commission when the ELC Project is substantially complete. Prepare a summary of the status of the work of Design-Builder and Toll Services Provider and a "punch list" of any incomplete work or work that does not conform to the contract documents. Coordinate and assist Caltrans in conducting final inspections and oversee completion of all work. Recommend relief of maintenance to Design-Builder and Toll Services Provider for all or portions of the ELC Project; and  Certify the amount of the final payment due to Design-Builder and Toll Services Provider and assist Commission with the processing of any final contract changes and the resolution of any claims. Obtain evidence of certification of all lien releases, transfer of title to appropriate agencies, and certification of delivery of final record drawings to Caltrans. Secure and transmit to Commission all required turn-over items, including, but not limited to, guarantees, warranties, affidavits, releases, bonds, waivers, keys, manuals, and maintenance stock. G.2 Construction Services & Administration  Support the Construction Management and Resident Engineer Design-Builder and Toll Services Provider Oversight teams with administrative support services. Complete a variety of routine and non- routine tasks and ELC Projects in accordance with the ELC Project procedures, or as directed. Manage document control for the Construction Management team;  Support the Construction Management and Resident Engineer Design- Builder and Toll Services Provider Oversight teams as the primary liaison between other ELC Project departments and construction management, ensuring timely and accurate distribution of information and materials;  Support the Construction Management and Resident Engineer Design-Builder and Toll Services Provider Systems Integrator Oversight teams in researching and compiling statistical information and related data and produce special or recurring reports and complete special ELC Projects as assigned. May maintain and monitor the 69 ELC Scope of Work A-35 operating budget as directed;  Establish and maintain document archiving and retrieval systems, prioritizing the flow of ELC Project reports/correspondence, and ensuring timeliness in the handling, processing, and resolution of requests, requirements, or problems;  Establish and maintain follow-up files and confidential files for Construction Management team;  Make recommendations for additions or revisions to existing ELC Project practices and policies. Serve as focal point for gathering newly published policies and the dissemination of materials;  Maintain the Construction Management team meetings calendar. Assist Construction Management team in coordinating ELC Project meetings; and  Manage ELC Project vehicle fleet, maintaining monthly inspection, maintenance and fueling records. G.3 Roadway Construction Oversight  Monitor the overall planning of construction activities to identify critical milestones and priorities. Determine budget estimates and staffing requirements for the roadway work scope and schedule;  Coordinate and conduct pre-construction and pre-activity meetings with the Design-Builder and Toll Services Provider;  Provide engineering assessment of plans for adequacy of design, particularly with respect to suitability to actual field conditions;  Ensure compliance with the plans and specifications by the Design- Builder and Toll Services Provider; recommend, modify, interpret, and edit special provisions and prepare modification estimates; and keep necessary records pertaining to construction progress, budget performance, and work order balances for the segment;  Monitor the Design-Builder and Toll Services Provider construction QC programs, including the adequacy of capability of QC resources. Oversee and provide, as necessary, notification to the Design- Builder and Toll Services Provider of rejected work when it is the opinion that the work or materials do not conform to the requirements of the Design- Build contract documents;  Monitor compliance of Design-Builder and Toll Services Provider safety plans and note concerns or deficiencies immediately to Design- Builder or Toll Services Provider for their implementation of corrective measures;  Oversee Caltrans performance of periodic construction inspection 70 ELC Scope of Work A-36 and QA independent oversight activities and their recording of daily progress of the ELC Project with accurate and complete daily inspection reports, including weather conditions, work performed, number of workers, problems encountered, and other relevant data. Maintain an independent photographic log of the construction progress indexed for easy retrieval;  Review all detour, lane closures, temporary access, signing, delineation, and traffic management and control plans for compliance with contract TMP requirements and all safety laws and regulations. Notify any deficiencies to Design-Builder or Toll Services Provider for their immediate correction and compliance. Communicate any special notices to the public outreach team;  Observe and identify all potential changes in SOW based on Design– Builder and Toll Services Provider activities, and review all CCOs submitted, perform required analyses, and present recommendations to Commission for disposition. Maintain separate log and files to document all potential and actual changes;  Perform oversight and review of laboratory, shop, and mill test reports of materials and equipment, and coordination;  Offeror shall establish and maintain ELC Project records. ELC Project record keeping shall include, but are not limited to, correspondence, memoranda, contract documents, RFIs, CCOs, claims, Commission and engineer directives, meeting minutes, shop drawings, supplementary drawings, review and approval of submittals, and quantity calculations, measurements and daily Extra Work Reports that support progress payments. Offeror shall maintain a record of the names, addresses, and telephone and fax numbers of the Contractors, subcontractors, and principal material suppliers;  Monitor Design-Builder and Toll Services Provider compliance to inspection and surveys of properties adjacent to the ELC Project to monitor possible ground movement or structural damage to properties that may be caused by the works; and  Monitor test and inspection records and noncompliance reports for satisfactory resolution of noncomplying work. G.4 Structures Construction Oversight  Monitor the overall planning of construction activities to identify critical milestones and priorities. Determine budget estimates and staffing requirements for the structures work scope and schedule;  Coordinate and conduct pre-construction and pre-activity meetings with the Design-Builder and Toll Services Provider; 71 ELC Scope of Work A-37  Provide engineering assessment of plans for adequacy of design, particularly with respect to suitability to actual field conditions;  Ensure compliance with the plans and specifications by the Design- Builder and Toll Services Provider; recommend, modify, interpret, and edit special provisions and prepare modification estimates; and keep necessary records pertaining to construction progress, budget performance, and work order balances;  Monitor the Design-Builder and Toll Services Provider construction QC programs, including the adequacy of capability of QC resources. Oversee and provide, as necessary, notification to the Design- Builder and Toll Services Provider of rejected work when it is the opinion that the work or materials do not conform to the requirements of the Design- Build contract documents;  Monitor compliance of Design-Builder and Systems Integrator safety plans and note concerns or deficiencies immediately to Design-Builder or Toll Services Provider for their implementation of corrective measures;  Oversee Caltrans performance of periodic construction inspection and QA independent oversight activities and their recording of daily progress of the ELC Project with accurate and complete daily inspection reports, including weather conditions, work performed, number of workers, problems encountered, and other relevant data. Maintain an independent photographic log of the construction progress indexed for easy retrieval;  Perform oversight and review of laboratory, shop, and mill test reports of materials and equipment, and coordination;  Monitor Design-Builder and Toll Systems Provider compliance to inspection and surveys of properties adjacent to the ELC Project to monitor possible ground movement or structural damage to properties that may be caused by the works; and  Ensure that Design-Builder’s test and inspection records and noncomps are resolved in accordance with the Design Builder’s contract. G.5 Office Engineering  Coordinate with Design-Builder and Toll Systems Provider for completion and submittal of final record drawings or as-built drawings. The record drawings and documents shall be prepared and submitted in conformance with the contract requirements; 72 ELC Scope of Work A-38  Monitor that the Design-Builder and Toll Services Provider maintain a detailed photographic history of the ELC Project in compliance with the work, which includes labels with location, direction of view, date, time, and any information of interest. Photographs shall be maintained in an indexed album or Commission approved software. Photographs shall include, but not be limited to, conditions prior to construction, changes to detours, barricade placement, disputed work, rejected work, and completed work;  Coordinate between the Design Review and Construction Oversight teams to receive and distribute ELC Project plans and documents throughout the ELC Project term;  Perform general construction office duties relating to administration of construction contracts, such as processing extra work invoices, preparing progress estimates, and filing documents;  Confer with Design-Builder and Tolling System Provider regarding compliance with plans and quality of work and construction activity;  Selection and/or use of computer-based processes to compile engineering data, horizontal and vertical alignments, and curve computations; and preparation of as-built plans;  For schedule/work activities where the need is identified, prepare quantity calculations and quantity sheets for payment purposes and review calculations prepared by Roadway and Structures Resident Engineering teams;  Assist in timely resolution/close out of RFIs and CCOs;  Coordinate between field personnel in tracking and logging all field documents, including reports and daily Progress Reports;  Track and document all safety procedures and reports.  Track and document all environmental and stormwater pollution prevention related reports and inspections and coordinate with the environmental personnel on the ELC Project;  Track, monitor, and document all roadway closures and document all 10-97, 10-98, and 10-22 calls on Caltrans Traffic Management Center (TMC);  Together, with administration and the ELC Project document control, develop, maintain, and update ELC Project’s contact matrix and assure posting and distribution to the ELC Project’s team;  Provide the tracking and maintenance of ELC Project work 73 ELC Scope of Work A-39 schedules, analyses, technical and production reports, and other documentation as required;  Organize, prepare, and conduct field site investigations and visitations from Caltrans, Commission, and FHWA personnel to confirm ELC Project progress, conduct studies, or any other purpose; and  Schedule, coordinate, and attend meetings, as necessary, to support ELC Project oversight and construction activities, including the preparation of meeting materials, agendas, minutes, and action item lists. 74 75 ID Task NameStart Finish Duration Free Slack115/91 ELC Supplemental PR, ED Revalidation10/16/1712/29/211088 days61 days2NTP10/16/1710/16/170 days0 days3Project Management10/16/1712/29/211088 days61 days7Supplemental Traffic Studies10/16/174/9/18120 days325 days13Preliminary Civil Engineering11/10/175/25/18135 days59 days14I-15/Hidden Valley Ingress/Egress Decision11/10/1711/10/170 days19 days15Preliminary Survey/Mapping12/18/171/31/1830 days66 days18GAD12/11/175/7/18102 days40 days27SWDR3/12/185/18/1850 days316 days32Right of Way/Utilities3/26/184/20/1820 days331 days36Staging/TMP3/12/185/25/1855 days311 days41Drainage3/26/184/20/1820 days331 days43Preliminary Structures Engineering12/11/176/12/18127 days40 days49Toll System Design10/16/173/9/1899 days40 days52Cost Estimates8/8/188/14/185 days256 days54Environmental Technical Studies1/11/188/7/18145 days196 days94Supplemental Project Report8/15/1812/6/1880 days256 days100 Supplemental New Connection Report (Optional, if requested by FHWA)8/15/1812/20/1890 days850 days106Environmental Revalidation8/8/182/28/19145 days12 days112Environmental Approval/ROD3/1/193/7/195 days0 days11315/91 ELC Construction/PCM10/16/1711/4/19526 days24 days114NTP Parsons PCM Change Order12/18/1712/18/170 days270 days115Contract Amendment ELC #1 Surveying/Geotech/TypSelection11/17/176/18/18145 days0 days116Contract Amendment Prep meeting11/17/1711/17/170 days0 days117Prepare Amd ELC 1 - Surveying/Geotech/TypSelection11/17/171/25/1845 days0 days118Legal/Contracts review1/26/182/15/1815 days0 days119Negotiate Amd ELC 1 with SAJV2/16/184/20/1845 days0 days120Caltrans/FHWA Review4/23/185/4/1810 days0 days121Finalize Amd5/7/185/18/1810 days0 daysP10/16nts4/9neering5/25ecision 11/10Survey/Mapping1/31GAD5/7SWDR5/18Right of Way/Utilities 4/20Staging/TMP5/25Drainage 4/20s Engineering6/12n3/9Cost Estimates 8/14tal Technical Studies8/7Supplemental Project Report12/6upplemental New Connection Report (Optional, if requested by FHWA)12/20Environmental Revalidation2/28Environmental Approval/ROD 3/7M11/4M Change Order 12/18Selection6/18meeting 11/17Selection1/25Legal/Contracts review 2/15gotiate Amd ELC 1 with SAJV4/20Caltrans/FHWA Review 5/4Finalize Amd 5/18Qtr 4, 2017Qtr 1, 2018Qtr 2, 2018Qtr 3, 2018Qtr 4, 2018Qtr 1, 2019Qtr 2, 2019Qtr 3, 2019Qtr 4, 201915/91 Express Lanes Connector ‐ Master Schedule76 ID Task NameStart Finish Duration Free Slack122Agendize for Commission Approval5/21/186/18/1820 days0 days123NTP Amd ELC 1 - Survey/Mapping/TypSelection6/18/186/18/180 days0 days124 Preliminary Engineering3/12/188/29/19380 days70 days188 Final Design Phase10/16/1711/4/19526 days306 days189 Structures Initial PS&E1/8/196/3/19105 days0 days193Intermediate Roadway Plans, Specifications & Estimate8/1/1812/6/1890 days107 days196RFC - Roadway12/7/1811/4/19237 days90 days201RFC - Structures10/16/1711/4/19526 days0 days206 Permitting/Agreements3/8/1910/21/19162 days0 days207 Public Utilities Commission/Railroad C&MAgreement - PTG3/12/1910/21/19160 days0 days212 Army Corps of Engineers 404 Permit3/8/1910/3/19150 days12 days217 Regional Water Quality Control Board - 401 Permit3/8/1910/3/19150 days12 days222 State Water Resources Control Board - 402 Permit3/8/1910/3/19150 days12 days227Option 1 - SAJV Contract Amendment - Construction11/5/196/28/21430 days0 days228Roadway Construction11/5/1912/28/20300 days90 days229Structures Construction11/5/195/3/21390 days0 days230Toll System Final Testing5/4/216/28/2140 days0 days231Open to Traffic6/28/216/28/210 days0 days232Option 2: Low Bid Design-Build 8/1/1810/24/19320 days0 days233Prepare RFQ Documents8/1/1811/22/1880 days0 days234DB SOQ and Shortlist11/23/181/17/1940 days0 days235Prepare RFP Documents1/18/196/6/19100 days0 days236DB Proposal and Selection Process6/7/1910/24/19100 days0 days237Option 2: Low Bid DB - Construction10/25/193/24/22630 days0 days238Final Design and Approval (30% to Approval)10/25/197/30/20200 days0 days239Construction7/31/201/27/22390 days0 days240Toll System Testing1/28/223/24/2240 days0 days241Open to Traffic3/24/223/24/220 mons0 monsAgendize for Commission Approval 6/18NTP Amd ELC 1 - Survey/Mapping/TypSelection 6/18 Preliminary Engineering8/29e11/4 Structures Initial PS&E6/3Intermediate Roadway Plans, Specifications & Estimate12/6RFC - Roadway11/4s11/4 Permitting/Agreements10/21 Public Utilities Commission/Railroad C&M Agreement - PTG10/21 Army Corps of Engineers 404 Permit10/3 Regional Water Quality Control Board - 401 Permit10/3 State Water Resources Control Board - 402 Permit10/3Option 1 - SAJV Contract Amendment - ConstructionRoadway ConstructionOption 2: Low Bid Design-Build 10/24Prepare RFQ Documents11/22DB SOQ and Shortlist1/17Prepare RFP Documents6/6DB Proposal and Selection Process10/24Option 2: Low Bid DB - ConstructionFinal Design and Approval (30% to Approval)Qtr 4, 2017Qtr 1, 2018Qtr 2, 2018Qtr 3, 2018Qtr 4, 2018Qtr 1, 2019Qtr 2, 2019Qtr 3, 2019Qtr 4, 201915/91 Express Lanes Connector ‐ Master Schedule77 15/91 ELC PCM Organizational Chart 78 Updated: 11/20/2017Project ManagerDavid ThomasProject ManagerDavid ThomasProject ManagerDavid ThomasPublic Outreach Team LeadQuality Assurance ManagerQuality Assurance ManagerMichael SchepSafety ManagerSafety ManagerJason TownsellDeputy Project ManagerJoel HavenStephanie Sweeny4Edward Salcedo Jr.2Ronald KentResident EngineerResident EngineerSchedulerSchedulerCost EngineerCost EngineerGladis BarillasChristina WongCost Engineer TBD (ELC)Arnold GoJon HamaguchiRoy FisherRE TBD (ELC)DBE/Labor Compliance Team LeadCaltransInspectorsCaltransTestersCaltransInspectorsKenneth Blake1Wei-Jen Lee (ELC)Resident EngineerStructures Rep.1. WSP2. GCAP (DBE)3. Group Delta Consultants4. TRC5. Overland, Pacific & Cutler6. Psomas7. RT Engineering (DBE)8. S2 Engineering (DBE)9. Technology Partnerz10. Transportation Innovations11. FaganSubconsultant LegendConstruction ManagerPaul SullivanHarry HansenTolling ManagerDesign ManagerMichelle CooperNicole Deluca (ELC)Project Controls ManagerDavid BergContracts ManagerKathleen MurphyRisk Management Team LeadCost & Estimating Team LeadSchedulerRonald KentDesign Team LeadsDesign Team LeadsRoadwayVikrant Sanghai1Dylan Tran (ELC)DrainageBrian PatschullPaul Kosinski (ELC)TrafficJoe De La GarzaJason Fischer (ELC)StructuresMohsen MohseniKevin Michalski(ELC)Electrical/ LightingDale WilsonUtility RelocationJeff DietzlerMark FirgerSurvey/ROWJeff DietzlerCliff Simental6Joey Mendoza5Jim Elliott1GeotechnicalCurt Scheyhing5Railroad CoordinationJeff DietzlerEnvironmental/ PermitsRob MaloneAntonia Toledo (ELC)Landscape & AestheticsJeff LormandNoise StudiesMatt SharpConstruction SupportMike HopkinsRonald KentSchedulerSchedulerVicki Dewey1Liz Justison1Vickie Dewey1Installation/Testing LeadCon-ops LeadRoadside/ ITS LeadTestingJohn LoweryContracts SupportContracts SupportJon Hamaguchi (DB)Norma Gutierrez (TSP)Contracts SupportDocument ControlKristina Bushnell (DB)Dineen Romero (TSP)Field Office AdministratorBelia CardenasProject DirectorRick GrebnerProject Manager (ELC)Jason LemonsCivil Engineering LeadNicole DelucaEnvironmental LeadJames SantosStructures LeadKevin MichalskiQuality ManagerTariq MasudI-15 Interface ManagerMark FirgerDeputy PMVikrant Sanghai1Tolling ManagerHarry HansenMike HopkinsConstruction SupportSchedulerSchedulerCindy PyburnAdmin Support15/91 Express Lanes Connector Program Construction Management Organizational Chart15/91 ELC – PA/ED Phase OrganizationProject ManagerDavid ThomasProject ManagerDavid ThomasProject ManagerDavid ThomasToll Operations ManagerJennifer CrossonToll Operations ManagerJennifer CrossonToll Operations ManagerJennifer CrossonCon-Ops LeadJohn Lowery1Carlos Campo1Dynamic PricingAmy Bishop11Back Office CSC LeadStaff Assignment LegendThe 15/91 ELC project will share staff with the I-15 ELP PCM. The following is a key map:•Black text = *Shared Staff•Blue text = ELC only•Red text = I-15 ELP only* Shared staff will be augmented if needed79 “EXHIBIT “B” COMPENSATION [attached behind this page] 80   WBS  Number WORK ACTIVITY PRIME/SUBS  INVOLVED OH RATE FIXED  FEE Hours Comp. Rate Raw Dollars Overhead Fixed Fee Total A B C D=E/C E F=E*A E + F G=(E+F)B H=E+F+G Task 100 ‐ Project Management  1 15001 Project Management PTG 102.47% 10% 7,296 $101.67 741,804$     760,127$     1,501,932$     150,193$         1,652,125$          2 15002 Project Administration PTG 102.47% 10% 5,100 $35.00 178,500$     182,909$     361,409$         36,141$            397,550$             4 15004 Project Safety PTG 102.47% 10% 430 $75.00 32,250$        33,047$        65,297$           6,530$              71,826$               5 15005 Project Quality Assurance PTG 102.47% 10% 630 $85.00 53,550$        54,873$        108,423$         10,842$            119,265$             6 15006 Plans, Policies, and Manuals PTG 102.47% 10% 200 $75.00 15,000$        15,371$        30,371$           3,037$              33,408$               7 15007 Agreement Support PTG 102.47% 10% 440 $66.92 29,446$        30,174$        59,620$           5,962$              65,582$               8 15008 Risk Assessment PTG 102.47% 10% 1,040 $65.00 67,600$        69,270$        136,870$         13,687$            150,557$             9 15009 Public Outreach TRC 149.71% 10% 1,050 $50.00 52,500$        78,598$        131,098$         13,110$            144,208$             10 15020 Project Management ‐ WSP WSP 111.16% 10% 400 $80.00 32,000$        35,571$        67,571$           6,757$              74,328$               Sub‐Total 16,586 $72.51 1,202,651$  1,259,938$  2,462,589$     246,259$         2,708,848$         Task 200 ‐ Design Management 1 25001 Planning and Design Management PTG 125.72% 10% 480 $74.62 35,816$        45,028$        80,843$           8,084$              88,928$               2 25002 Design Support Activities PTG 102.47% 10% 2,740 $60.18 164,905$     168,979$     333,884$         33,388$            367,272$             3 25003 Structures (Bridges and Retaining Walls)PTG 102.47% 10% 2,520 $68.12 171,661$     175,901$     347,561$         34,756$            382,318$             4 25004 Civil (Roadways and Drainage)PTG 102.47% 10% 1,470 $59.54 87,520$        89,681$        177,201$         17,720$            194,921$             5 25005 Traffic, MOT PTG 125.72% 10% 710 $73.86 52,442$        65,931$        118,373$         11,837$            130,210$             6 25006 ITS, Electrical, Lighting PTG 125.72% 10% 1,300 $54.23 70,500$        88,633$        159,133$         15,913$            175,046$             7 25007 Landscape and Aesthetic PTG 125.72% 10% 315 $68.02 21,425$        26,936$        48,361$           4,836$              53,197$               8 25008 Pavement Evaluation / Design PTG 125.72% 10% 150 $61.00 9,150$          11,503$        20,653$           2,065$              22,719$               9 25009 Environmental and Permits PTG 102.47% 10% 3,480 $49.09 170,821$     175,040$     345,860$         34,586$            380,446$             10 25010 Railroad Coordination PTG 102.47% 10% 1,240 $54.67 67,785$        69,459$        137,244$         13,724$            150,968$             11 25011 Utility Coordination PTG 102.47% 10% 1,560 $57.68 89,985$        92,207$        182,192$         18,219$            200,411$             12 25510 Roadway and Drainage ‐ WSP WSP 152.93% 10% 900 $61.44 55,300$        84,570$        139,870$         13,987$            153,857$             13 25530 Geotechnical ‐ Group Delta Group Delta 158.48% 10% 1,190 $50.57 60,175$        95,366$        155,541$         15,554$            171,095$             14 25540 Survey / ROW Engineering ‐ Psomas Psomas 172.02% 10% 530 $46.62 24,708$        42,503$        67,212$           6,721$              73,933$               15 25550 Right of Way Services ‐ OPC OPC 158.00% 10% 920 $49.08 45,150$        71,337$        116,487$         11,649$            128,136$             Sub‐Total 19,505 $57.80 1,127,343$  1,303,073$  2,430,415$     243,042$         2,673,457$         Task 300 ‐ Tolling Services 1 35001 Tolling System Planning and Oversight PTG 102.47% 10% 4,900 $85.88 420,800$     431,194$     851,994$         85,199$            937,193$             2 35002 Operations and Maintenance Oversight PTG 102.47% 10% 1,650 $89.38 147,470$     151,113$     298,583$         29,858$            328,441$             3 35511 Toll System Planning WSP 152.93% 10% 2,183 $70.42 153,735$     235,107$     388,842$         38,884$            427,726$             4 35512 TSP Amendment Scope Development ‐ WSP WSP 152.93% 10% 710 $74.37 52,800$        80,747$        133,547$         13,355$            146,902$             5 35513 Toll Design Oversight ELC ‐ WSP WSP 152.93% 10% 2,110 $73.25 154,550$     236,354$     390,904$         39,090$            429,994$             7 36512 TSP Amendment Scope development for SR‐91 ‐ WSP WSP 152.93% 10% 760 $76.38 58,050$        88,776$        146,826$         14,683$            161,508$             8 36513 Toll Design Oversight for SR‐91 ‐ WSP WSP 152.93% 10% 1,600 $76.78 122,850$     187,875$     310,725$         31,072$            341,797$             Sub‐Total 13,913 $79.80 1,110,255$  1,411,165$  2,521,420$     252,142$         2,773,562$         Task 400 ‐ Project Funding and Financing 45005 Annual Plan of Finance PTG 102.47% 10% 200 $85.00 17,000$        17,420$        34,420$           3,442$              37,862$               Sub‐Total 200 $85.00 17,000$        17,420$        34,420$           3,442$              37,862$               Task 500 ‐ Contracts Management and Procurement Services 1 55001 Contracts Management  PTG 125.72% 10% 1,568 $60.00 94,080$        118,277$     212,357$         21,236$            233,593$             2 55002 Contracts Administration PTG 102.47% 10% 2,440 $35.00 85,400$        87,509$        172,909$         17,291$            190,200$             3 55003 Procurement Services PTG 102.47% 10% 685 $60.00 41,076$        42,091$        83,167$           8,317$              91,483$               5 55520 DBE ‐ Labor Compliance ‐ GCAP GCAP 112.15% 10% 1,140 $47.06 53,652$        60,170$        113,823$         11,382$            125,205$             Sub‐Total 5,833 $47.01 274,208$     308,048$     582,256$         58,226$            640,482$             Task 600 ‐ Project Controls 65001 Project Controls Management PTG 102.47% 10% 3,400 $77.00 261,800$     268,266$     530,066$         53,007$            583,073$             65002 Cost Controls PTG 102.47% 10% 3,700 $40.00 148,000$     151,656$     299,656$         29,966$            329,621$             65003 Scheduling PTG 102.47% 10% 2,670 $40.00 106,800$     109,438$     216,238$         21,624$            237,862$             65004 Cost Estimating PTG 125.72% 10% 1,140 $73.16 83,400$        104,850$     188,250$         18,825$            207,076$             65005 Document Control PTG 102.47% 10% 2,800 $25.00 70,000$        71,729$        141,729$         14,173$            155,902$             Sub‐Total 13,710 $48.87 670,000$     705,940$     1,375,940$     137,594$         1,513,533$         Task 700 ‐ Construction Management 1 75001 Construction Management PTG 102.47% 10% 3,309 $85.00 281,257$     288,204$     569,460$         56,946$            626,406$             2 75002 Construction Services and Administration PTG 102.47% 10% 3,654 $35.00 127,890$     131,049$     258,939$         25,894$            284,833$             3 75003 Office Engineering PTG 102.47% 10% 2,925 $55.00 160,875$     164,849$     325,724$         32,572$            358,296$             4 75004 Roadway IQA PTG 102.47% 10% 2,436 $55.00 133,980$     137,289$     271,269$         27,127$            298,396$             5 75005 Structures IQA PTG 102.47% 10% 3,912 $65.00 254,280$     260,561$     514,841$         51,484$            566,325$             6 75006 Claims Support PTG 102.47% 10% 750 $78.33 58,750$        60,201$        118,951$         11,895$            130,846$             7 75007 Project Closeout PTG 102.47% 10% 700 $79.29 55,500$        56,871$        112,371$         11,237$            123,608$             8 75510 Construction Support/IQA ‐ WSP WSP 111.16% 10% 2,500 $68.80 172,000$     191,195$     363,195$         36,320$            399,515$             9 75560 Construction Support/IQA ‐ S2E S2 Engr 110.86% 10% 1,400 $97.98 137,175$     152,072$     289,247$         28,925$            318,172$             Sub‐Total 21,586 $64.01 1,381,707$  1,442,291$  2,823,997$     282,400$         3,106,397$         Task 800 ‐ Other Direct Costs 85001 Travel and Transportation ‐ PTG PTG 22,170$               85510 Travel and Transportation ‐ WSP WSP 51,863$               85520 Travel and Transportation ‐ GCAP GCAP 5,742$                 85540 Travel and Transportation ‐ S2 Engineering S2 Engr 1,550$                 85560 Travel and Transportation ‐ Group Delta Group Delta 5,944$                 85570 Travel and Transportation ‐ Psomas Psomas 4,927$                 85580 Travel and Transportation ‐ OPC OPC 2,810$                 85590 Travel and Transportation ‐ TRC TRC 5,000$                 ODCs  Total 100,005$             Total Sub‐Total 91,333 $63.32 5,783,163$  6,447,873$  12,231,037$   1,223,104$      13,554,146$       Escalation 1,233,427$         Grand Total 14,787,573$       RIVERSIDE COUNTY TRANSPORTATION COMMISSION (RCTC)  I‐15 EXPRESS LANES CONNECTOR PARSONS (PCM) COST ESTIMATE DETAIL (SUMMARY BY TASK) Final PTG 81 PTG WSP GCAP Group  Delta OPC Psomas S2  Engineerin g TRC DBE DBE Task 100 ‐ Project Management Project Management 7,296 1,652,125$             1,652,125$     Project Administration 5,100 397,550$                 397,550$        Project Safety 430 71,826$                   71,826$          Project Quality Assurance 630 119,265$                 119,265$        Plans, Policies, and Manuals 200 33,408$                   33,408$          Agreement Support 440 65,582$                   65,582$          Risk Assessment 1,040 150,557$                 150,557$        Public Outreach 1,050          144,208$     144,208$        Project Management ‐ WSP 400  74,328$                 74,328$          Total Task 100 2,490,312$     74,328$           ‐$                ‐$                ‐$                ‐$                ‐$                144,208$     2,708,848$      Task 200 ‐ Design Management Planning and Design Management 480 88,928$                   88,928$          Design Support Activities 2,740 367,272$                 367,272$        Structures (Bridges and Retaining Walls)2,520 382,318$                 382,318$        Civil (Roadways and Drainage)1,470 194,921$                 194,921$        Traffic, MOT 710 130,210$                 130,210$        ITS, Electrical, Lighting 1,300 175,046$                 175,046$        Landscape and Aesthetic 315 53,197$                   53,197$          Pavement Evaluation / Design 150 22,719$                   22,719$          Environmental and Permits 3,480 380,446$                 380,446$        Railroad Coordination 1,240 150,968$                 150,968$        Utility Coordination 1,560 200,411$                 200,411$        Roadway and Drainage ‐ WSP 900  153,857$               153,857$        Geotechnical ‐ Group Delta 1,190    171,095$       171,095$        Survey / ROW Engineering ‐ Psomas 530        73,933$         73,933$          Right of Way Services ‐ OPC 920     128,136$         128,136$        Total Task 200 2,146,436$     153,857$         ‐$                171,095$   128,136$   73,933$     ‐$                ‐$                  2,673,457$      Task 300 ‐ Tolling Services Tolling System Planning and Oversight 4,900 937,193$                 937,193$        Operations and Maintenance Oversight 1,650 328,441$                328,441$        Toll System Planning 2,183  427,726$               427,726$        TSP Amendment Scope Development ‐ WSP 710  146,902$               146,902$        Toll Design Oversight ELC ‐ WSP 2,110  429,994$               429,994$        TSP Amendment Scope development for SR‐ 91 ‐ WSP 760  161,508$               161,508$        Toll Design Oversight for SR‐91 ‐ WSP 1,600  341,797$               341,797$        Total Task 300 1,265,634$     1,507,928$     ‐$                ‐$                ‐$                ‐$                ‐$                ‐$                  2,773,562$      Task 400 ‐ Project Funding and Financing Annual Plan of Finance 200 37,862$                   37,862$          Total Task 400 37,862$           ‐$                     ‐$                ‐$                ‐$                ‐$                ‐$                ‐$                  37,862$           Task 500 ‐ Contracts Management and Procurement Services Contracts Management  1,568 233,593$                 233,593$        Contracts Administration 2,440 190,200$                 190,200$        Procurement Services 685 91,483$                   91,483$          DBE ‐ Labor Compliance ‐ GCAP 1,140   125,205$        125,205$        Total Task 500 515,277$         125,205$   ‐$                ‐$                ‐$                ‐$                ‐$                  640,482$       640,482$         Task 600 ‐ Project Controls Project Controls Management 3,400 583,073$                 583,073$        Cost Controls 3,700 329,621$                 329,621$        Scheduling 2,670 237,862$                 237,862$        Cost Estimating 1,140 207,076$                 207,076$        Document Control 2,800 155,902$                 155,902$        Total Task 600 1,513,533$     ‐$                ‐$                ‐$                ‐$                ‐$                ‐$                  1,513,533$    1,513,533$      Task 700 ‐ Construction Management Construction Management 3,309 626,406$                 626,406$        Construction Services and Administration 3,654 284,833$                 284,833$        Office Engineering 2,925 358,296$                 358,296$        Roadway IQA 2,436 298,396$                 298,396$        Structures IQA 3,912 566,325$                 566,325$        Claims Support 750 130,846$                 130,846$        Project Closeout 700 123,608$                 123,608$        Construction Support/IQA ‐ WSP 2,500  399,515$               399,515$        Construction Support/IQA ‐ S2E 1,400         318,172$     318,172$        Total Task 700 2,388,710$     399,515$         ‐$                ‐$                ‐$                ‐$                318,172$   ‐$                  3,106,397$      Task 800 ‐ Other Direct Costs Travel and Transportation ‐ PTG 22,170$                   22,170$          Travel and Transportation ‐ WSP  51,863$                 51,863$          Travel and Transportation ‐ GCAP   5,742$            5,742$            Travel and Transportation ‐ S2 Engineering         1,550$         1,550$            Travel and Transportation ‐ Group Delta    5,944$           5,944$            Travel and Transportation ‐ Psomas        4,927$           4,927$            Travel and Transportation ‐ OPC     2,810$             2,810$            Travel and Transportation ‐ TRC          5,000$         5,000$            Total Task 700 22,170$           51,863$           5,742$       5,944$       2,810$       4,927$       1,550$       5,000$         100,005$         Sub Total (by Firm)10,379,934$   2,187,491$     130,947$   177,039$   130,946$   78,860$     319,722$   149,208$     13,554,146$  13,554,146$    1,233,427$      14,787,573$    RIVERSIDE COUNTY TRANSPORTATION COMMISSION (RCTC)  I‐15 EXPRESS LANES CONNECTOR PARSONS (PCM) COST ESTIMATE DETAIL (SUMMARY BY TASK) Final Escalation WBS  Number 25011 25010 25009 25550 25003 25002 25001 Hours Total Cost Total Cost by  Task 15001 ACTIVITY DESCRIPTION 15002 15020 15009 15007 15006 15005 15004 15008 Grand Total 25004 25530 25510 65001 75560 75510 75007 75006 75005 75004 75003 75002 75001 35001 25008 25007 25006 25005 25540 85510 65005 65004 65003 65002 35513 85001 35512 35511 35002 45005 85590 85560 85540 85520 85570 85580 36513 36512 55520 55003 55002 55001 82 AGENDA ITEM 7C Agenda Item 7C RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: January 10, 2018 TO: Riverside County Transportation Commission FROM: Michael Blomquist, Toll Program Director THROUGH: Anne Mayer, Executive Director SUBJECT: Agreement with HNTB Corporation for Next Generation Toll Feasibility Study Services STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve Agreement No. 18-31-065-00 with HNTB Corporation to provide toll feasibility study services in the amount of $740,312, plus a contingency amount of $59,688, for a total amount not to exceed $800,000; 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 up to the total not to exceed amount as required for the project. BACKGROUND INFORMATION: The Commission opened its first tolled express lane facility in 2017 with the successful extension of the 91 Express Lanes into Riverside County. The Commission also significantly advanced its second tolled express lane facility, the Interstate 15 Express Lanes from State Route 60 to Cajalco Road, by completing key procurements for tolling, final design, and construction and financing the project in 2017. The I-15 Express Lanes from SR-60 to Cajalco Road will start construction in a few months and are expected to open in 2020. Also in 2017, $180 million was made available through SB 132 to develop the 15/91 Express Lanes Connector Project, which will provide the northerly express lane connector between the 91 and 15 Express Lanes. This project is being developed and staff anticipates opening of this 15/91 Express Lanes Connector in 2022. At its September 2017 meeting the Commission authorized $50 million of State Transportation Improvement Program (STIP) funds for the project approval/environmental documentation (PA/ED) work phase for the southerly extension of the I-15 Express Lanes from Cajalco Road to SR-74. Subject to the California Transportation Commission’s formal approval of the STIP and the Commission’s authorization to begin project development work later this year, staff will begin work on this express lane facility. 83 Agenda Item 7C At its January 2016 Annual Commission Workshop the Commission approved staff to conduct a toll feasibility study. The study’s purpose is to identify the next generation of possible tolled express lane projects and to evaluate the feasibility to implement each potential project relative to other express lane projects. Factors to compare projects to each other could include the potential for congestion relief for general purpose lanes, estimated travel time savings for both general purpose and express lane users, one-time capital costs, ongoing costs to operate and maintain the facility, potential toll revenue generation, ability to issue toll revenue debt, extension of existing express lane facilities, and other factors. Results and staff recommendations from the study will be brought forward for Commission consideration and direction. Procurement Process Pursuant to Government Code 4525 et seq, selection of architectural, engineering, and related services 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. Evaluation criteria included elements such as qualifications of firm, staffing and project organization, project understanding and approach, and the ability to respond to the requirements set forth under the terms of a request for qualifications (RFQ). RFQ No. 18-31-065-00 for Next Generation Toll Feasibility Study services was released by staff on October 19, 2017. A public notice was advertised in the Press Enterprise, and the RFQ was posted on the Commission’s Planet Bids website, which is accessible through the Commission’s website. Through Planet Bids, 43 firms downloaded the RFQ; 5 of these firms are located in Riverside County. A pre-submittal meeting was held on October 26 and attended by 4 firms. Staff responded to all questions submitted by potential proposers prior to the November 2 clarification deadline. Three firms – HNTB Corporation (Ontario); Stantec Consulting Services Inc. (New York); and WSP USA Inc. (San Bernardino) – submitted responsive and responsible statements of qualifications prior to the 2:00 p.m. submittal deadline on November 22. Based on the evaluation criteria set forth in the RFQ, the firms were evaluated and scored by an evaluation committee comprised of Bechtel and Commission staff. Based on the evaluation committee’s assessment of the written proposals and pursuant to the terms of the RFQ, the evaluation committee shortlisted and invited two firms (HNTB Corporation and WSP USA Inc.) to the interview phase of the evaluation and selection process. Interviews were conducted on December 14. Following interviews, the evaluation committee scored the interviews and combined the shortlisted firms’ written and interview scores. Accordingly, the evaluation committee recommends contract award to HNTB Corporation to provide Next Generation Toll Feasibility Study services, as it earned the highest total evaluation score. 84 Agenda Item 7C Subsequently, staff negotiated the scope of work (including the appropriate level of effort, labor categories, etc.), cost, and schedule proposal received from HNTB Corporation for the services and established a fair and reasonable price. The proposed cost, including contingency, is $800,000. Recommendations Staff recommends approval of Agreement No. 18-31-065-00 with HNTB Corporation to provide toll feasibility study services in the amount of $740,312, plus a contingency amount of $59,688, for a total amount not to exceed of $800,000. Staff also recommends authorization for the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement. Additionally, staff recommends authorization for the Executive Director or designee to approve contingency work up to the total not to exceed amount as required for the study. Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2017/18 FY 2018/19 Amount: $ 600,000 $ 200,000 Source of Funds: PPM Funds Budget Adjustment: No N/A GL/Project Accounting No.: 003045 81501 00000 0000 106 65 81501 Fiscal Procedures Approved: Date: 12/15/2017 Attachment: Draft Agreement No. 18-31-065-00 85 Model Agreement 1 Agreement No. __-__-__- __ PROFESSIONAL SERVICES AGREEMENT WITH STATE TRANSPORTATION IMPROVEMENT PLAN (STIP) PLANNING, PROGRAMMING, AND MONITORING (PPM) FUNDING ASSISTANCE RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT WITH HNTB CORPORATION FOR NEXT GENERATION TOLL FEASIBILITY STUDY SERVICES Parties and Date. This Agreement is made and entered into this ___ day of _______, 2018, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Commission") and HNTB Corporation ("Consultant"), a CORPORATION. The Commission and Consultant are sometimes referred to herein individually as “Party”, and collectively as the “Parties”. Recitals. A. On November 8, 1988 the Voters of Riverside County approved Measure A authorizing the collection of a one-half percent (1/2 %) retail transactions and use tax (the "tax") to fund transportation programs and improvements within the County of Riverside, and adopting the Riverside County Transportation Improvement Plan (the "Plan"). B. Pursuant to Public Utility Code Sections 240000 et seq., the Commission is authorized to allocate the proceeds of the Tax in furtherance of the Plan. C. On November 5, 2002, the voters of Riverside County approved an extension of the Measure A tax for an additional thirty (30) years for the continued funding of transportation and improvements within the County of Riverside. D. A source of funding for payment for professional services provided under this Agreement is State Transportation Improvement Plan (STIP) Planning, Programming, and Monitoring (PPM) funds administered by the California Department of Transportation (“Caltrans”). This Agreement shall not be deemed to be approved by the Commission until the certification shown in Exhibit “E” attached hereto and incorporated herein by reference, is executed. E. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the Commission on the terms and conditions ATTACHMENT 1 86 Model Agreement 2 set forth in this Agreement. Consultant represents that it is experienced in providing conceptual engineering and toll feasibility study services to public clients, is licensed in the State of California (if necessary), and is familiar with the plans of the Commission. F. The Commission desires to engage Consultant to render such services for the _________ project ("Project"), as set forth in this Agreement. Terms. 1. General Scope of Services. Consultant shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise, and incidental and customary work necessary to fully and adequately supply the professional conceptual design and toll feasibility study services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 2. Commencement of Services. [___USE THIS PARAGRAPH IF NOTICE TO PROCEED OR LIMITED NOTICE TO PROCEED HAS BEEN ISSUED___] Commission has authorized Consultant to commence performance of the Services by a “Notice to Proceed” or "Limited Notice to Proceed" dated _____________. Consultant agrees that Services already performed pursuant to the “Notice to Proceed” or "Limited Notice to Proceed" shall be governed by all the provisions of this Agreement, including all indemnification and insurance provisions. [___USE THIS SENTENCE IF NO NOTICE TO PROCEED OR LIMITED NOTICE TO PROCEED HAS BEEN ISSUED___] The Consultant shall commence work upon receipt of a written "Notice to Proceed" or "Limited Notice to Proceed" from Commission. 3. Pre-Award Audit. As a result of the funding for this Project, and to the extent Caltrans procedures apply in connection therewith, issuance of a “Notice to Proceed” may be contingent upon completion and approval of a pre-award audit. Any questions raised during the pre-award audit shall be resolved before the Commission will consider approval of this Agreement. The funding provided under this Agreement is contingent on meeting all funding requirements and could be withdrawn, thereby entitling the Commission to terminate this Agreement, if the procedures are not completed. The Consultant’s files shall be maintained in a manner to facilitate State process reviews. In addition, Caltrans may require that prior to performance of any work for which funding reimbursement through Caltrans is requested and provided, that Caltrans must give to Commission an “Authorization to Proceed”. 4. Caltrans Audit Procedures. Consultant and subconsultant contracts, including cost proposals and ICR, are subject to audits or reviews such as, but not limited 87 Model Agreement 3 to, a contract audit, an incurred cost audit, an Independent Cost Review (ICR) Audit, or a CPA ICR audit work paper review. If selected for audit or review, this Agreement, Consultant’s cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is Consultant’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. This Agreement, Consultant’s cost proposal, and ICR shall be adjusted by Consultant and approved by the Commission’s contract manager to conform to the audit or review recommendations. Consultant agrees that individual terms of costs identified in the audit report shall be incorporated into this Agreement by this reference if directed by Commission at its sole discretion. Refusal by Consultant to incorporate audit or review recommendations, or to ensure that the federal, state or local governments have access to CPA work papers, will be considered a breach of the Agreement terms and cause for termination of this Agreement and disallowance of prior reimbursed costs. Additional audit provisions applicable to this Agreement are set forth in Sections 22 and 23 of this Agreement. 5. Term. 5.1 This Agreement shall go into effect on the date first set forth above, contingent upon approval by Commission, and Consultant shall commence work after notification to proceed by Commission’s Contract Administrator. This Agreement shall end on (DATE), unless extended by contract amendment. 5.2 Consultant is advised that any recommendation for contract award is not binding on Commission until this Agreement is fully executed and approved by the Commission. 5.3 This Agreement shall remain in effect until the date set forth above, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. All applicable indemnification provisions of this Agreement shall remain in effect following the termination of this Agreement. 6. Commission's Contract Administrator. The Commission hereby designates the Commission's Executive Director, or his or her designee, to act as its Contract Administrator for the performance of this Agreement ("Commission’s Contract Administrator"). Commission’s Contract Administrator shall have the authority to act on behalf of the Commission for all purposes under this Agreement. Commission’s Contract Administrator shall also review and give approval, as needed, to the details of Consultant's work as it progresses. Consultant shall not accept direction or orders from any person other than the Commission’s Contract Administrator or his or her designee. 7. Consultant's Representative. Consultant hereby designates [___INSERT NAME OR TITLE___] to act as its Representative for the performance of this Agreement ("Consultant’s Representative"). Consultant's Representative shall have full authority to act on behalf of Consultant for all purposes under this Agreement. The Consultant’s 88 Model Agreement 4 Representative shall supervise and direct the Services, using his or her professional skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. Consultant shall work closely and cooperate fully with Commission’s Contract Administrator and any other agencies which may have jurisdiction over, or an interest in, the Services. Consultant's Representative shall be available to the Commission staff at all reasonable times. Any substitution in Consultant's Representative shall be approved in writing by Commission’s Contract Administrator. 8. Substitution of Key Personnel. Consultant has represented to the Commission that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval by the Commission. In the event that the Commission and Consultant cannot agree as to the substitution of the key personnel, the Commission shall be entitled to terminate this Agreement for cause, pursuant to the provisions herein. The key personnel for performance of this Agreement are: [___LIST NAMES AND TITLES___]. 9. Standard of Care; Licenses. Consultant represents and maintains that it is skilled in the professional calling necessary to perform all Services, duties and obligations required by this Agreement to fully and adequately complete the Project. Consultant shall perform the Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Consultant further represents and warrants to the Commission that its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the Commission, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein, and shall be fully responsible to the Commission for all damages and other liabilities provided for in the indemnification provisions of this Agreement arising from the Consultant’s errors and omissions. Any employee of Consultant or its sub-consultants who is determined by the Commission to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the Commission, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 10. Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. Commission retains Consultant on an independent contractor basis and not as an employee, agent or representative of the Commission. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel 89 Model Agreement 5 performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries and other amounts due such personnel in connection with their performance of Services and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including but not limited to, social security taxes, income tax withholdings, unemployment insurance, disability insurance, and workers' compensation insurance. 11. Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, the Commission shall respond to Consultant's submittals in a timely manner. Upon request of Commission’s Contract Administrator, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 11.1 Modification of the Schedule. Consultant shall regularly report to the Commission, through correspondence or progress reports, its progress in providing required Services within the scheduled time periods. Commission shall be promptly informed of all anticipated delays. In the event that Consultant determines that a schedule modification is necessary, Consultant shall promptly submit a revised Schedule of Services for approval by Commission’s Contract Administrator. 11.2 Trend Meetings. Consultant shall conduct trend meetings with the Commission’s Contract Administrator and other interested parties, as requested by the Commission, on a bi-weekly basis or as may be mutually scheduled by the Parties at a standard day and time. These trend meetings will encompass focused and informal discussions concerning scope, schedule, and current progress of Services, relevant cost issues, and future Project objectives. Consultant shall be responsible for the preparation and distribution of meeting agendas to be received by the Commission and other attendees no later than three (3) working days prior to the meeting. 11.3 Progress Reports. As part of its monthly invoice, Consultant shall submit a progress report, in a form determined by the Commission, which will indicate the progress achieved during the previous month in relation to the Schedule of Services. Submission of such progress report by Consultant shall be a condition precedent to receipt of payment from the Commission for each monthly invoice submitted. 12. Delay in Performance. 12.1 Excusable Delays. Should Consultant be delayed or prevented from the timely performance of any act or Services required by the terms of the Agreement by reason of acts of God or of the public enemy, acts or omissions of the Commission or other governmental agencies in either their sovereign or contractual capacities, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes or 90 Model Agreement 6 unusually severe weather, performance of such act shall be excused for the period of such delay. 12.2 Written Notice. If Consultant believes it is entitled to an extension of time due to conditions set forth in subsection 12.1, Consultant shall provide written notice to the Commission within seven (7) working days from the time Consultant knows, or reasonably should have known, that performance of the Services will be delayed due to such conditions. Failure of Consultant to provide such timely notice shall constitute a waiver by Consultant of any right to an excusable delay in time of performance. 12.3 Mutual Agreement. Performance of any Services under this Agreement may be delayed upon mutual agreement of the Parties. Upon such agreement, Consultant's Schedule of Services shall be extended as necessary by the Commission. Consultant shall take all reasonable steps to minimize delay in completion, and additional costs, resulting from any such extension. 13. Preliminary Review of Work. All reports, working papers, and similar work products prepared for submission in the course of providing Services under this Agreement shall be submitted to the Commission’s Contract Administrator in draft form, and the Commission may require revisions of such drafts prior to formal submission and approval. In the event plans and designs are to be developed as part of the Project, final detailed plans and designs shall be contingent upon obtaining environmental clearance as may be required in connection with Federal funding. In the event that Commission’s Contract Administrator, in his or her sole discretion, determines the formally submitted work product to be not in accordance with the standard of care established under this Agreement, Commission’s Contract Administrator may require Consultant to revise and resubmit the work at no cost to the Commission. 14. Appearance at Hearings. If and when required by the Commission, Consultant shall render assistance at public hearings or other meetings related to the Project or necessary to the performance of the Services. However, Consultant shall not be required to, and will not, render any decision, interpretation or recommendation regarding questions of a legal nature or which may be construed as constituting a legal opinion. 15. Opportunity to Cure; Inspection of Work. Commission may provide Consultant an opportunity to cure, at Consultant's expense, all errors and omissions which may be disclosed during Project implementation. Should Consultant fail to make such correction in a timely manner, such correction may be made by the Commission, and the cost thereof charged to Consultant. Consultant shall allow the Commission’s Contract Administrator and Caltrans to inspect or review Consultant's work in progress at any reasonable time. 16. Final Acceptance. Upon determination by the Commission that Consultant has satisfactorily completed the Services required under this Agreement and within the term set forth herein the Commission shall give Consultant a written Notice of Final Acceptance. Upon receipt of such notice, Consultant shall incur no further costs 91 Model Agreement 7 hereunder, unless otherwise specified in the Notice of Final Acceptance. Consultant may request issuance of a Notice of Final Acceptance when, in its opinion, it has satisfactorily completed all Services required under the terms of this Agreement. In the event copyrights are permitted under this Agreement, then in connection with Federal funding, it is hereby acknowledged and agreed that the United States Department of Transportation shall have the royalty-free non-exclusive and irrevocable right to reproduce, publish, or otherwise use, and to authorize others to use, the work for governmental purposes. 17. 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. For example, and not by way of limitation, Consultant shall keep itself fully informed of and in compliance with all implementing regulations, design standards, specifications, previous commitments that must be incorporated in the design of the Project, and administrative controls including those of the United States Department of Transportation. Compliance with Federal procedures may include completion of the applicable environmental documents and approved by the United States Department of Transportation. For example, and not by way of limitation, a signed Categorical Exclusion, Finding of No Significant Impact, or published Record of Decision may be required to be approved and/or completed by the United States Department of Transportation. For Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the Commission, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold Commission, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 18. Fees and Payment. 18.1 The method of payment for this Agreement will be based on actual cost plus a fixed fee. Commission shall reimburse Consultant for actual costs (including labor costs, employee benefits, travel, equipment rental costs, overhead and other direct costs) incurred by Consultant in performance of the Services. Consultant shall not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead, and other estimated costs set forth in the approved Consultant cost proposal attached hereto as Exhibit “C” and incorporated herein by reference (“Cost Proposal”) unless additional reimbursement is provided for by written amendment. In no event, shall Consultant be reimbursed for overhead costs at a rate that exceeds Commission’s approved overhead rate set forth in the Cost Proposal. In the event that Commission determines that a change to the Services from that specified in the Cost Proposal and this Agreement is required, the Agreement time or actual costs reimbursable by Commission shall be adjusted by written amendment to accommodate the changed work. The maximum total cost as specified in Section 18.8 shall not be exceeded, unless authorized by a written amendment. 92 Model Agreement 8 18.2 In addition to the allowable incurred costs, Commission shall pay Consultant a fixed fee of $(AMOUNT) (“Fixed Fee”). The Fixed Fee is nonadjustable for the term of the Agreement, except in the event of a significant change in the Scope of Services, and such adjustment is made by written amendment. 18.3 Reimbursement for transportation and subsistence costs shall not exceed the rates specified in the approved Cost Proposal. In addition, payments to Consultant for travel and subsistence expenses claimed for reimbursement or applied as local match credit shall not exceed rates authorized to be paid exempt non- represented State employees under current State Department of Personnel Administration (DPA) rules, unless otherwise authorized by Commission. If the rates invoiced are in excess of those authorized DPA rates, and Commission has not otherwise approved said rates, then Consultant is responsible for the cost difference and any overpayments shall be reimbursed to the Commission on demand. 18.4 When milestone cost estimates are included in the approved Cost Proposal, Consultant shall obtain prior written approval for a revised milestone cost estimate from the Contract Administrator before exceeding such cost estimate. 18.5 Progress payments shall be made monthly in arrears based on Services provided and allowable incurred costs. A pro rata portion of the Fixed Fee shall be included in the monthly progress payments. If Consultant fails to submit the required deliverable items according to the schedule set forth in the Scope of Services, Commission shall have the right to delay payment or terminate this Agreement in accordance with the provisions of Section 20, Termination. 18.6 No payment shall be made prior to approval of any Services, nor for any Services performed prior to approval of this Agreement. 18.7 Consultant shall be reimbursed, as promptly as fiscal procedures will permit upon receipt by Commission’s Contract Administrator of itemized invoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant is billing. Invoices shall detail the work performed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this Agreement number and project title. Final invoice must contain the final cost and all credits due Commission including any equipment purchased under the Equipment Purchase provisions of this Agreement. The final invoice should be submitted within 60 calendar days after completion of Consultant’s work. Invoices shall be mailed to Commission’s Contract Administrator at the following address: Riverside County Transportation Commission Attention: Accounts Payable P.O. 12008 Riverside, CA 92502 93 Model Agreement 9 18.8 The total amount payable by Commission, including the Fixed Fee, shall not exceed $(Amount). 18.9 Salary increases shall be reimbursable if the new salary is within the salary range identified in the approved Cost Proposal and is approved by Commission’s Contract Administrator. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of changes in the prevailing wage rates are reimbursable. 18.10 Consultant shall not be reimbursed for any expenses unless authorized in writing by the Commission’s Contract Administrator. 18.11 All subcontracts in excess of $25,000 shall contain the above provisions. 19. Disputes. 19.1 Any dispute, other than audit, concerning a question of fact arising under this Agreement that is not disposed of by mutual agreement of the Parties shall be decided by a committee consisting of RCTC’s Contract Administrator and the Director of Capital Projects, who may consider written or verbal information submitted by Consultant. 19.2 Not later than 30 days after completion of all Services under this Agreement, Consultant may request review by the Commission’s Executive Director of unresolved claims or disputes, other than audit. The request for review will be submitted in writing. 19.3 Neither the pendency of a dispute, nor its consideration by the committee will excuse Consultant from full and timely performance in accordance with the terms of this Agreement. 20. Termination. 20.1 Commission reserves the right to terminate this Agreement upon thirty (30) calendar days written notice to Consultant, for any or no reason, with the reasons for termination stated in the notice. 20.2 Commission may terminate this Agreement with Consultant should Consultant fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, Commission may proceed with the Services in any manner deemed proper by Commission. If Commission terminates this Agreement with Consultant, Commission shall pay Consultant the sum due to Consultant under this Agreement for Services completed and accepted prior to termination, unless the cost of completion to Commission exceeds the funds remaining in the Agreement. In such case, the overage shall be deducted from any sum due Consultant under this Agreement and the balance, if any, shall be paid to Consultant upon demand. 94 Model Agreement 10 20.3 In addition to the above, payment upon termination shall include a prorated amount of profit, if applicable, but no amount shall be paid for anticipated profit on unperformed Services. Consultant shall provide documentation deemed adequate by Commission’s Contract Administrator to show the Services actually completed by Consultant prior to the effective date of termination. This Agreement shall terminate on the effective date of the Notice of Termination 20.4 Upon receipt of the written Notice of Termination, Consultant shall discontinue all affected Services as directed in the Notice or as otherwise provided herein, and deliver to the Commission all Documents and Data, as defined in this Agreement, as may have been prepared or accumulated by Consultant in performance of the Services, whether completed or in progress. 20.5 In addition to the above, Consultant shall be liable to the Commission for any reasonable additional costs incurred by the Commission to revise work for which the Commission has compensated Consultant under this Agreement, but which the Commission has determined in its sole discretion needs to be revised, in part or whole, to complete the Project because it did not meet the standard of care established in this Agreement. Termination of this Agreement for cause may be considered by the Commission in determining whether to enter into future agreements with Consultant. 20.6 The rights and remedies of the Parties provided in this Section are in addition to any other rights and remedies provided by law or under this Agreement. 20.7 Consultant, in executing this Agreement, shall be deemed to have waived any and all claims for damages which may otherwise arise from the Commission's termination of this Agreement, for convenience or cause, as provided in this Section. 20.8 Consultant may not terminate this Agreement except for cause. 21. Cost Principles and Administrative Requirements. 21.1 Consultant agrees that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the cost allowability of individual items. 21.2 Consultant also agrees to comply with federal procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. 21.3 Any costs for which payment has been made to CONSULTANT that are determined by subsequent audit to be unallowable under 2 CFR, Part 200 and 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to repayment by Consultant to Commission. 95 Model Agreement 11 21.4 All subcontracts in excess of $25,000 shall contain the above provisions. 22. Retention of Records/Audit. For the purpose of determining compliance with Public Contract Code 10115, et seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable and other matters connected with the performance of this Agreement pursuant to Government Code 8546.7; Consultant, subconsultants, and Commission shall maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of this Agreement, including but not limited to, the costs of administering this Agreement. All parties shall make such materials available at their respective offices at all reasonable times during the Agreement period and for three years from the date of final payment under this Agreement. The State, State Auditor, Commission, or any duly authorized representative of the State Government shall have access to any books, records, and documents of Consultant and it’s certified public accountants (CPA) work papers that are pertinent to this Agreement and indirect cost rates (ICR) for audit, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested. Subcontracts in excess of $25,000 shall contain this provision. 23.1 Accounting System. Consultant and its subcontractors shall establish and maintain an accounting system and records that properly accumulate and segregate expenditures by line item for the Services. The accounting system of Consultant and its subcontractors shall conform to Generally Accepted Accounting Principles (GAAP), enable the determination of incurred costs at interim points of completion, and provide support for reimbursement payment vouchers or invoices. 23. Audit Review Procedures. 23.1 Any dispute concerning a question of fact arising under an interim or post audit of this Agreement that is not disposed of by agreement, shall be reviewed by Commission’s Chief Financial Officer. 23.2 Not later than 30 days after issuance of the final audit report, Consultant may request a review by Commission’s Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. 23.3 Neither the pendency of a dispute nor its consideration by Commission shall excuse Consultant from full and timely performance, in accordance with the terms of this Agreement. 24. Subcontracting. 24.1 Nothing contained in this Agreement or otherwise, shall create any contractual relation between Commission and any subconsultant(s), and no subcontract shall relieve Consultant of its responsibilities and obligations hereunder. Consultant agrees to be as fully responsible to Commission for the acts and omissions of its subconsultant(s) and of persons either directly or indirectly employed by any of them as 96 Model Agreement 12 it is for the acts and omissions of persons directly employed by Consultant. Consultant’s obligation to pay its subconsultant(s) is an independent obligation from Commission’s obligation to make payments to the Consultant. 24.2 Consultant shall perform the Services contemplated with resources available within its own organization and no portion of the Services pertinent to this Agreement shall be subcontracted without written authorization by Commission’s Contract Administrator, except that, which is expressly identified in the approved Cost Proposal. 24.3 Consultant shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to Consultant by Commission. 24.4 Any subcontract in excess of $25,000 entered into as a result of this Agreement shall contain all the provisions stipulated in this Agreement to be applicable to subconsultants. 24.5 Any substitution of subconsultant(s) must be approved in writing by Commission’s Contract Administrator prior to the start of work by the subconsultant(s). 24.6 Exhibit “C” may set forth the rates at which each subconsultant shall bill the Consultant for Services and that are subject to reimbursement by the Commission to Consultant. Additional Direct Costs, as defined in Exhibit “C” shall be the same for both the Consultant and all subconsultants, unless otherwise identified in Exhibit “C”. The subconsultant rate schedules and cost proposals contained herein are for accounting purposes only. 25. Equipment Purchase 25.1 Prior authorization, in writing, by Commission’s Contract Administrator shall be required before Consultant enters into any unbudgeted purchase order, or subcontract for supplies, equipment, or services. Consultant shall provide an evaluation of the necessity or desirability of incurring such costs. 25.2 For purchase of any item, service or consulting work not covered in the Cost Proposal and exceeding $5,000 prior authorization, in writing, by Commission’s Contract Administrator is required. Three competitive quotations must be submitted with the request for such purchase, or the absence of bidding must be adequately justified. 25.3 Any equipment purchased as a result of this Agreement is subject to the following: Consultant shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, Commission shall receive a proper refund or credit at the conclusion of this Agreement, or if this Agreement is terminated, Consultant may either keep the equipment and credit Commission in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established Commission procedures; and credit Commission in an amount equal to 97 Model Agreement 13 the sales price. If Consultant elects to keep the equipment, fair market value shall be determined at Consultant’s expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by Commission and Consultant. If Consultant determines to sell the equipment, the terms and conditions of such sale must be approved in advance by Commission. 2 CFR, Part 200 requires a credit to Federal funds when participating equipment with a fair market value greater than $5,000 is credited to the Project. 25.4 All subcontracts in excess $25,000 shall contain the above provisions. 26. Labor Code Requirements. 26.1 Prevailing Wages. (a) If applicable, Consultant shall comply with the State of California’s General Prevailing Wage Rate requirements in accordance with California Labor Code, Section 1770, and all Federal, State, and local laws and ordinances applicable to the Services. (b) Any subcontract entered into as a result of this Agreement, if for more than $25,000 for public works construction or more than $15,000 for the alteration, demolition, repair, or maintenance of public works, shall contain all of the provisions of this Section. (c) When prevailing wages apply to the Services described in the Scope of Services, transportation and subsistence costs shall be reimbursed at the minimum rates set by the Department of Industrial Relations (DIR) as outlined in the applicable Prevailing Wage Determination. See http://www.dir.ca.gov. (d) Copies of the prevailing rate of per diem wages in effect at commencement of this Agreement are on file at the Commission’s offices. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant’s principal place of business and at the project site. Consultant shall defend, indemnify and hold the Commission, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 26.2 DIR Registration. 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 98 Model Agreement 14 responsibility to comply with all applicable registration and labor compliance requirements. 26.3 Eight-Hour Law. Pursuant to the provisions of the California Labor Code, eight hours of labor shall constitute a legal day’s work, and the time of service of any worker employed on the work shall be limited and restricted to eight hours during any one calendar day, and forty hours in any one calendar week, except when payment for overtime is made at not less than one and one-half the basic rate for all hours worked in excess of eight hours per day (“Eight-Hour Law”), unless Consultant or the Services are not subject to the Eight-Hour Law. Consultant shall forfeit to Commission as a penalty, $50.00 for each worker employed in the execution of this Agreement by him, or by any sub-consultant under him, for each calendar day during which such workman is required or permitted to work more than eight hours in any calendar day and forty hours in any one calendar week without such compensation for overtime violation of the provisions of the California Labor Code, unless Consultant or the Services are not subject to the Eight-Hour Law. 26.4 Employment of Apprentices. This Agreement shall not prevent the employment of properly indentured apprentices in accordance with the California Labor Code, and no employer or labor union shall refuse to accept otherwise qualified employees as indentured apprentices on the work performed hereunder solely on the ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice shall be paid the standard wage paid to apprentices under the regulations of the craft or trade in which he or she is employed and shall be employed only in the craft or trade to which he or she is registered. If California Labor Code Section 1777.5 applies to the 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 27. Ownership of Materials/Confidentiality. 27.1 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 99 Model Agreement 15 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. 27.2 Intellectual Property. In addition, Commission shall have and retain all right, title and interest (including copyright, patent, trade secret and other proprietary rights) in all plans, specifications, studies, drawings, estimates, materials, data, computer programs or software and source code, enhancements, documents, and any and all works of authorship fixed in any tangible medium or expression, including but not limited to, physical drawings or other data magnetically or otherwise recorded on computer media (“Intellectual Property”) prepared or developed by or on behalf of Consultant under this Agreement as well as any other such Intellectual Property prepared or developed by or on behalf of Consultant under this Agreement. The Commission shall have and retain all right, title and interest in Intellectual Property developed or modified under this Agreement whether or not paid for wholly or in part by Commission, whether or not developed in conjunction with Consultant, and whether or not developed by Consultant. Consultant will execute separate written assignments of any and all rights to the above referenced Intellectual Property upon request of Commission. Consultant shall also be responsible to obtain in writing separate written assignments from any subcontractors or agents of Consultant of any and all right to the above referenced Intellectual Property. Should Consultant, either during or following termination of this Agreement, desire to use any of the above-referenced Intellectual Property, it shall first obtain the written approval of the Commission. All materials and documents which were developed or prepared by the Consultant for general use prior to the execution of this Agreement and which are not the copyright of any other party or publicly available and any other computer applications, shall continue to be the property of the Consultant. However, unless otherwise identified and stated prior to execution of this Agreement, Consultant represents and warrants that it has the right to grant the exclusive and perpetual license for all such Intellectual Property as provided herein. 100 Model Agreement 16 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. 27.3 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. 27.4 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. 28. Indemnification. To the fullest extent permitted by law, Consultant shall defend, indemnify and hold Commission, Caltrans and their directors, officials, officers, employees, consultants, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, inverse condemnation, and any claims related to property acquisition and relocation rules or failure to detect or abate hazardous materials, which are brought by a third party, and which , in any manner arise out of or are incident to alleged negligent acts, omissions, or willful misconduct of Consultant, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against Commission, Caltrans, and their directors, officials, officers, employees, consultants, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against Commission, Caltrans or their directors, officials, officers, employees, consultants, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse Commission, Caltrans and their directors, 101 Model Agreement 17 officials, officers, employees, consultants, agents, and/or volunteers, for any and all legal expenses and costs, including reasonable attorney’s fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Commission, Caltrans or their directors, officials officers, employees, consultants, agents, or volunteers. Notwithstanding the foregoing, to the extent Consultant’s Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant’s obligations as set forth in this Section 28 shall survive expiration or termination of this Agreement. 29. Insurance. 29.1 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. 29.2 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. Limits may be achieved by any combination of primary and excess or umbrella liability insurance; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. Limits may be achieved by any combination of primary and excess or umbrella liability insurance; and (3) Workers’ Compensation and Employer’s 102 Model Agreement 18 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. 29.3 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. For Consultant, 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. Subconsultants of Consultant shall obtain such insurance in an amount not less than $2,000,000 per claim. Notwithstanding the foregoing, the Commission may consider written requests to lower or dispense with the errors and omissions liability insurance requirement contained in this Section for certain subconsultants of Consultant, on a case-by-case basis, depending on the nature and scope of the Services to be provided by the subconsultant. Approval of such request shall be in writing, signed by the Commission’s Contract Administrator. 29.4 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. 29.5 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. 103 Model Agreement 19 (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 or Caltrans’ 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, Caltrans and their 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, Caltrans and their 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, Caltrans and their directors, officials, officers, employees and agents shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way. (c) Workers’ Compensation and Employers Liability Coverage. (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, Caltrans and their 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 104 Model Agreement 20 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. (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. 105 Model Agreement 21 29.6 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 expense. 29.7 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. 29.8 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 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. 29.9 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. 29.10 Other Insurance. At its option, the Commission may require such additional coverage(s), limits and/or the reduction of deductibles or retentions it considers reasonable and prudent based upon risk factors that may directly or indirectly impact the Project. In retaining this option Commission does not warrant Consultant’s insurance program to be adequate. Consultant shall have the right to purchase insurance in addition to the insurance required in this Section. 30. 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, 106 Model Agreement 22 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. Pursuant to the authority contained in Section 591 of the Vehicle Code, the Commission has determined that the Project will contain areas that are open to public traffic. Consultant shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code. Consultant shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles. 31. Additional Work. Any work or activities that are in addition to, or otherwise outside of, the Services to be performed pursuant to this Agreement shall only be performed pursuant to a separate agreement between the parties. Notwithstanding the foregoing, the Commission’s Executive Director may make a change to the Agreement, other than a Cardinal Change. For purposes of this Agreement, a Cardinal Change is a change which is “outside the scope” of the Agreement; in other words, work which should not be regarded as having been fairly and reasonably within the contemplation of the parties when the Agreement was entered into. An example of a change which is not a Cardinal Change would be where, in a contract to construct a building there are many changes in the materials used, but the size and layout of the building remains the same. Cardinal Changes are not within the authority of this provision to order, and shall be processed by the Commission as “sole source” procurements according to applicable law, including the requirements of FTA Circular 4220.1D, paragraph 9(f). (a) In addition to the changes authorized above, a modification which is signed by Consultant and the Commission’s Executive Director, other than a Cardinal Change, may be made in order to: (1) make a negotiated equitable adjustment to the Agreement price, delivery schedule and other terms resulting from the issuance of a Change Order, (2) reflect definitive letter contracts, and (3) reflect other agreements of the parties modifying the terms of this Agreement (“Bilateral Contract Modification”). (b) Consultant shall not perform, nor be compensated for any change, without written authorization from the Commission’s Executive Director as set forth herein. In the event such a change authorization is not issued and signed by the Commission’s Executive Director, Consultant shall not provide such change. 32. Prohibited Interests. 32.1 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 107 Model Agreement 23 making of this Agreement. For breach or violation of this warranty, the Commission shall have the right to rescind this Agreement without liability. 32.2 Consultant Conflict of Interest. (a) Consultant shall disclose any financial, business, or other relationship with Commission that may have an impact upon the outcome of this Agreement, or any ensuing Commission construction project. Consultant shall also list current clients who may have a financial interest in the outcome of this Agreement, or any ensuing Commission construction project, which will follow. (b) Consultant hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this Agreement. 32.3 Commission Conflict of Interest. For the term of this Agreement, no member, officer or employee of the Commission, during the term of his or her service with the Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 32.4 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. 32.5 Covenant Against Contingent Fees. As required in connection with federal funding, the Consultant warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the Consultant, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Commission shall have the right to terminate this Agreement without liability pursuant to the terms herein, or at its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 32.6 Rebates, Kickbacks or Other Unlawful Consideration. Consultant warrants that this Agreement was not obtained or secured through rebates kickbacks or other unlawful consideration, either promised or paid to any Commission employee. For breach or violation of this warranty, Commission shall have the right in its discretion; to terminate this Agreement without liability; to pay only for the value of the work actually 108 Model Agreement 24 performed; or to deduct from the Agreement price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration. 32.7 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. 33. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 34. Right to Employ Other Consultants. Commission reserves the right to employ other consultants in connection with the Project. 35. Governing Law. This Agreement shall be governed by and construed with the laws of the State of California. Venue shall be in Riverside County. 36. Disputes; Attorneys' Fees. 36.1 Prior to commencing any action hereunder, the Parties shall attempt in good faith to resolve any dispute arising between them. The pendency of a dispute shall not excuse Consultant from full and timely performance of the Services. 36.2. If the Parties are unable to resolve a dispute after attempting in good faith to do so, the Parties may seek any other available remedy to resolve the dispute. If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party reasonable attorneys' fees and, all other costs of such actions. 37. Time of Essence. Time is of the essence for each and every provision of this Agreement. 38. 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. 39. 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: 109 Model Agreement 25 ______________________ 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. 40. 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. 41. Amendment or Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 42. Entire Agreement. This Agreement contains the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior negotiations, agreements or understandings. 43. 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. 44. Provisions Applicable When State Funds Are Involved. When funding for the Services provided by this Agreement are provided, in whole or in part, from the California Department of Transportation, Consultant shall also fully and adequately comply with the provisions included in Exhibit “D” (Additional California Department of Transportation provisions) attached hereto and incorporated herein by reference. 45. Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification and confidentiality obligations, shall survive any such expiration or termination. 46. No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 47. 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. 110 Model Agreement 26 48. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 49. 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. 50. 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. 51. 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. 52. Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 53. No Waiver. Failure of Commission to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times. [Signatures on following page] 111 Model Agreement 27 SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT WITH STATE TRANSPORTATION IMPROVEMENT PLAN (STIP) PLANNING, PROGRAMMING, AND MONITORING (PPM) FUNDING ASSISTANCE FOR NEXT GENERATION TOLL FEASIBILITY STUDY SERVICES IN WITNESS WHEREOF, this Agreement was executed on the date first written above. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: [INSERT NAME] Chair Approved as to Form: By: Best, Best & Krieger LLP General Counsel CONSULTANT HNTB CORPORATION By: Signature Name Title ATTEST: By: Its: Secretary 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. 112 Model Agreement 28 EXHIBIT "A" SCOPE OF SERVICES EXHIBIT "B" SCHEDULE OF SERVICES EXHIBIT "C" COMPENSATION AND PAYMENT 113 17336.00030\30243635.1 Model Agreement 29 EXHIBIT "D" ADDITIONAL CALTRANS PROVISIONS 1. STATEMENT OF COMPLIANCE. A. Consultant’s signature affixed herein shall constitute a certification under penalty of perjury under the laws of the State of California that Consultant has, unless exempt, complied with, the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103. B. During the performance of this Agreement, Consultant and its subconsultants shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Consultant and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Consultant and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated there under (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Contract by reference and made a part hereof as if set forth in full. Consultant and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. 2. DEBARMENT AND SUSPENSION CERTIFICATION A. Consultant’s signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that Consultant has complied with Title 2 CFR, Part 180, “OMB Guidelines to Agencies on Government wide Debarment and Suspension (nonprocurement)”, which certifies that he/she or any person associated therewith in the capacity of owner, partner, director, officer, or manager, is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years. Any exceptions to this certification must be disclosed to Commission. B. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining Consultant responsibility. Disclosures must indicate to whom exceptions apply, initiating agency, and dates of action. 114 17336.00030\30243635.1 Model Agreement 30 C. Exceptions to the Federal Government Excluded Parties List System maintained by the General Services Administration are to be determined by the Federal highway Administration. 3. PROMPT PAYMENT Consultant agrees to pay each subcontractor under this Agreement for satisfactory performance of its contract no later than 10 days from the receipt of each payment the Consultant receives from the Commission. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the Commission. 4. RELEASE OF RETAINAGE No retainage will be withheld by the Agency from progress payments due the prime consultant. Retainage by the prime consultant or subconsultants is prohibited, and no retainage will be held by the prime consultant from progress due subconsultants. Any violation of this provision shall subject the violating prime consultant or subconsultants to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business and Professions Code. This requirement shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available to the prime consultant or subconsultant in the event of a dispute involving late payment or nonpayment by the prime consultant or deficient subconsultant performance, or noncompliance by a subconsultant. This provision applies to Consultant and its subconsultants. 5. LEGAL REMEDIES In addition to those contract remedies set forth under relevant provisions of California law, either Party to this Agreement may, where applicable, seek legal redress for violations of this Agreement pursuant to the relevant provisions of 49 C.F.R. Parts 23 and 26, to the relevant federal or state statutory provisions governing civil rights violations, and to the relevant federal and state provisions governing false claims or “whistleblower” actions, as well as any and all other applicable federal and state provisions of law. The Consultant shall include a provision to this effect in each of its agreements with its subcontractors. 6. NATIONAL LABOR RELATIONS BOARD CERTIFICATION In accordance with Public Contract Code Section 10296, and by signing this Agreement, Consultant certifies under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against Consultant within the immediately preceding two-year period, because of Consultant’s failure to comply with an order of a federal court that orders Consultant to comply with an order of the National Labor Relations Board. 115 AGENDA ITEM 7D Agenda Item 7D RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: January 10, 2018 TO: Riverside County Transportation Commission FROM: Josefina Clemente, Transit Program Manager Shirley Medina, Planning and Programming Director THROUGH: Anne Mayer, Executive Director SUBJECT: Updated Memorandum of Understanding between Southern California Association of Governments, the Commission, and the Riverside County Transit Operators STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve the updated Memorandum of Understanding (MOU) No. 18-26-080-00 among the Southern California Association of Governments (SCAG), the Commission, and the Riverside County transit operators (cities of Banning, Beaumont, Corona, and Riverside; Palo Verde Transit Agency; Riverside Transit Agency; and Sunline Transit Agency); and 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. BACKGROUND INFORMATION: In accordance with 23 Code of Federal Regulations 450.314, SCAG is required to enter into an agreement with public transit agencies to specify the cooperative procedures for carrying out the metropolitan transportation planning and programming processes. Due to the structure for accomplishing transportation planning and programming in Southern California, it is necessary that the Commission, acting as the regional transportation planning agency, be a party to the MOU. The current agreements, executed in 2007, acknowledge the role of the county transportation commissions within the SCAG region for countywide planning and programming. Since 2007, several new federal requirements have arisen, including the rulemaking to implement the performance-based planning provisions from the Moving Ahead for Progress in the 21st Century Act (MAP-21) and the Fixing America’s Surface Transportation (FAST) Act. There are also issues that have arisen through the Federal Transit Administration’s (FTA) Triennial Review process that have been identified in FTA circulars. To address these changes, SCAG is updating its metropolitan planning organization (MPO) agreements with the county transportation commissions and transit operators to incorporate the new federal requirements. Several sections are proposed to be added to the MOUs to address specific provisions required by the Federal Highway Administration and FTA. 116 Agenda Item 7D Two proposed sections address the annual listing of projects and the development of the Regional Transportation Program/Federal Transit Improvement Program (FTIP) financial plan. These are federal requirements put in place just after the execution of the 2007 MOUs. Pursuant to the Final Rule for Transit Asset Management issued by FTA in July 2016, these requirements must be explicitly incorporated into the MPO agreements. Three sections address the requirements under the MAP-21 and FAST Act related to performance-based planning. The Final Rule provides additional clarifications on coordination in the selection of MPO performance targets, recordkeeping, and sharing of information. The last section addressees the FTIP public participation process related to the requirements for Section 5307 program of projects. SCAG and Commission staff worked together to develop the draft MOU, which is currently being reviewed by Riverside County transit operators. Commission staff requests that the MOU be approved subject to any final changes proposed by the transit operators and approved by the Commission’s legal counsel. There is no fiscal impact related to this MOU. Attachment: Draft MOU No. 18-26-080-00 117 Agreement No. 18-26-080-00 1 Memorandum of Understanding Among the Southern California Association of Governments, the Riverside County Transportation Commission, and the Riverside County Transit Operators This Memorandum of Understanding (MOU), is entered into and effective this ____ day of ________, 2018, among the Southern California Association of Governments (SCAG), the Riverside County Transportation Commission (RCTC), and the Riverside County Transit Operators to cooperatively determine their mutual responsibilities in carrying out the metropolitan transportation planning and programming processes, in accordance with 23 CFR 450.314. The undersigned Riverside County Transit Operators provide transit service in Riverside County, and are collectively referred to herein as the “Transit Operators.” SCAG, RCTC and the Riverside County Transit Operators are collectively referred to herein as the “Parties.” RECITALS WHEREAS, SCAG is a Joint Powers Agency formed pursuant to Section 6502 of the California Government Code; WHEREAS, SCAG is the designated Metropolitan Planning Organization (MPO) for the counties of Imperial, Los Angeles, Orange, Riverside, San Bernardino, and Ventura, pursuant to Title 23, United States Code Section 134(d); WHEREAS, SCAG is responsible for maintaining a continuing, cooperative, and comprehensive transportation planning process which involves preparation, adoption and update of a Regional Transportation Plan (RTP) pursuant to Title 23, United States Code Section 134 et seq., Title 49, United States Code Section 5303 et seq., and Title 23, Code of Federal Regulations (CFR) Section 450 et seq.; WHEREAS, SCAG is the multicounty designated transportation planning agency pursuant to Public Utilities Code Section 130004 and California Government Code Section 29532, and is responsible for preparation, adoption and update of the RTP every four years, pursuant to California Government Code Section 65080 et seq.; WHEREAS, pursuant to Senate Bill (SB) 375 (Steinberg, 2008) as codified in Government Code Section 65080(b) et seq., SCAG is also required to prepare a Sustainable Communities Strategy (SCS) for incorporation into the RTP that demonstrates how the region will meet its greenhouse gas (GHG) reduction targets as set forth by the California Air Resources Board (ARB); WHEREAS, the SCAG Regional Transportation Plan/Sustainable Communities Strategy (RTP/SCS) sets forth the long-range regional plans and strategies for transportation improvements and regional growth throughout the SCAG region; WHEREAS, the RTP/SCS consists of a financially constrained plan and strategic plan. The constrained plan includes projects that have committed, available or reasonably available revenue sources, and are thus probable for implementation. The strategic plan is for information purposes only and identifies potential projects that require additional study, ATTACHMENT 1 118 Agreement No. 18-26-080-00 2 consensus building, and identification of funding sources before making the decision as to whether to include these projects in a future RTP/SCS constrained plan; WHEREAS, SCAG is further responsible for preparing and adopting the Federal Transportation Improvement Program (FTIP) (known as the regional transportation improvement program under state law) every two years pursuant to Government Code Sections 14527 and 65082, and Public Utilities Code Section 130301 et seq.; WHEREAS, in non-attainment and maintenance areas for transportation-related criteria pollutants, the MPO, as well as the Federal Highway Administration (FHWA) and Federal Transit Administration (FTA), must make a conformity determination on any updated or amended RTP in accordance with the federal Clean Air Act to ensure that federally supported highway and transit project activities conform to the purpose of the State Implementation Plan (SIP); WHEREAS, pursuant to Government Code Section 65080(b)(2)(F) and federal public participation requirements including 23 CFR Section 450.316(b)(1)(iv), SCAG must prepare the RTP/SCS by providing adequate public notice of public involvement activities and time for public review. The SCAG Public Participation Plan, as amended and adopted on April 3, 2014, serves as a guide for SCAG’s public involvement process, including the public involvement process to be used for the RTP/SCS and an enhanced outreach program that incorporates the public participation requirements under SB 375 and adds strategies to better serve the underrepresented segments of the region; WHEREAS, in 2007, to coordinate metropolitan transportation planning in accordance with federal law, SCAG entered into Memoranda of Understanding with providers of public transportation in the region, including County Transportation Commissions (CTCs) and transit operators (referred to herein as “2007 MOU”); WHEREAS, SCAG now seeks to update and enter into new Memoranda of Understanding to reflect most recent metropolitan transportation planning regulations as set forth under 23 CFR Section 450.314, which requires SCAG, the State and providers of public transportation to cooperatively determine their mutual responsibilities in carrying out the metropolitan transportation planning process, including specific provisions for the development of financial plans that support the RTP and FTIP, and development of the annual listing of obligated projects; WHEREAS, SCAG has entered into a separate Memorandum of Understanding with the State of California Department of Transportation, updated and effective July 7, 2017, in accordance with 23 CFR Section 450.314; WHEREAS, RCTC is a County Transportation Commission created pursuant to Public Utilities Code Section 130053 and is charged pursuant thereto with recommendation and approval of all projects within Riverside County utilizing federal and state highway and transit funds and is responsible for transportation programming and short range planning within its jurisdiction; WHEREAS, RCTC and four other CTCs in the SCAG region are members of a Joint Powers Authority that oversee implementation and operation of the Metrolink System in the SCAG region; WHEREAS, SCAG and the South Coast Air Quality Management District entered into a 119 Agreement No. 18-26-080-00 3 Memorandum of Understanding dated December 2, 1999, for coordination of air quality planning roles and responsibilities; WHEREAS, the undersigned Transit Operators set forth in Exhibit “A” provide transit service within Riverside County; and WHEREAS, the Parties desire to integrate and clarify consistently with the above referenced federal and state rules and regulations, cooperative procedures for carrying out the metropolitan transportation planning process and to utilize this MOU to fulfill the requirements of 23 CFR 450.314 and any successors thereto, and as may be subject to any final, adopted federal regulations. NOW, THEREFORE IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS PROVIDED FOR THEREIN, THE PARTIES HEREBY AGREE AS FOLLOWS: Section I PLANNING AND COORDINATION PROCESS 1.1 SCAG's Role: SCAG is an agency with responsibility for comprehensive and coordinated regional transportation planning in the six county SCAG region. In accordance with applicable federal and state laws, these responsibilities primarily include but are not limited to preparation and adoption of the RTP/SCS and FTIP. 1.2 RCTC's County Transportation Commission Role: RCTC is responsible for continuing, comprehensive and coordinated transportation planning and project implementation within Riverside County. These responsibilities include but are not limited to preparation and adoption of the Short-Range Transportation Improvement Program (TIP) and any updates for Riverside County, and for allocating transit funds to the Transit Operators. The Parties further recognize that RCTC may prepare a Long- Range Transportation Plan (LRTP) for Riverside County. In accordance with applicable federal and state law, RCTC shall coordinate with SCAG and the Transit Operators in meeting its transportation planning responsibilities. RCTC shall consider the Transit Operators' capital and operating needs and recommendations in developing the LRTP and Short-Range TIP for Riverside County. RCTC is also responsible for coordinating to ensure that the transit projects, plans and programs identified in RCTC’s LRTP and Short-Range TIPs for Riverside County are recommended to SCAG for inclusion in the RTP, FTIP, and regional transportation studies. 1.3 Transit Operator's Role: The Transit Operators are responsible for coordinating with RCTC regarding their capital and operating needs and providing recommendations regarding RCTC's LRTP and Short-Range TIP. 1.4 Certification and Assurances: In carrying out their respective responsibilities under this MOU, each party shall comply with the requirements and any successors thereto, referenced in SCAG’s annual Certifications and Assurances (FHWA and FTA “Metropolitan Transportation Planning Process Certification”) submitted as part of SCAG’s Overall Work Program, including but not limited to: 120 Agreement No. 18-26-080-00 4 a. Title VI of the Civil Rights Act of 1964, as amended (42 U.S.C. 2000d–1) and 49 CFR part 21 and related federal guidelines including but not limited to FTA Circular 4702.1; b. 49 U.S.C. 5332, prohibiting discrimination on the basis of race, color, creed, national origin, sex, or age in employment or business opportunity; c. Section 1101(b) of the FAST Act (Pub. L. 114-94) and 49 CFR part 26 regarding the involvement of disadvantaged business enterprises in USDOT funded projects; d. 23 CFR part 230, regarding the implementation of an equal employment opportunity program on Federal and Federal-aid highway construction contracts; e. The provisions of the Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq.) and 49 CFR parts 27, 37, and 38; f. The Older Americans Act, as amended (42 U.S.C. 6101), prohibiting discrimination on the basis of age in programs or activities receiving Federal financial assistance; g. Section 324 of title 23 U.S.C. regarding the prohibition of discrimination based on gender; and h. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794) and 49 CFR part 27 regarding discrimination against individuals with disabilities. 1.5 Coordination Process: SCAG shall engage in a consultative process with RCTC and the Transit Operators, in accordance with applicable federal and state laws and regulations, and successors thereto, pertaining to the roles and responsibilities of the Parties in carrying out the metropolitan transportation planning process. a. SCAG shall provide timely notice to the other parties of the opportunity to comment on its Draft RTP and Draft FTIP and the opportunity to participate in Overall Work Program development and implementation. b. SCAG shall provide RCTC the opportunity to propose projects to be listed in the FTIP and to actively participate in the development of the RTP and FTIP. c. SCAG shall continue maintaining the Regional Transit Technical Advisory Committee or a successor group, to provide a forum for RCTC and other CTCs and transit operators to participate in the metropolitan transportation planning process. d. RCTC agrees to participate in SCAG's Technical Working Group, or any successor group established, to serve the same function which shall also serve as a forum to ensure that local transportation projects, plans and programs are effectively integrated into the RTP and FTIP. e. The Executive Officers of SCAG and the CTCs shall continue to meet regularly to ensure executive coordination of regional/county/local transportation issues, including issues regarding transit coordination. f. RCTC shall provide the Transit Operators the opportunity to propose projects for inclusion in RCTC's Short-Range TIP and LRTP for Riverside County. g. Projects and programs adopted as part of RCTC's LRTP and Short- Range TIP shall be submitted to SCAG and recommended for inclusion in the RTP and FTIP, respectively. h. The Parties shall cooperatively develop an annual listing of projects for which funds under 23 U.S.C. or 49 U.S.C. Chapter 53 were obligated in the preceding program year, in accordance with 23 CFR 450.334. 121 Agreement No. 18-26-080-00 5 i. The Parties shall cooperatively develop estimates of funds that will be available to support RTP/SCS implementation, and reasonable financial principles and information that support revenue and cost estimates, to be used in the RTP and FTIP financial plan, in accordance with 23 CFR 450.324(f)(11). j. The Parties agree to collaborate to implement federal performance reporting and performance-based planning provisions in accordance with 23 CFR 450.306(d)(2)(iii) and subject to applicable final rulemaking. The Parties further agree to coordinate to the maximum extent practicable in the selection of performance targets, and will cooperatively develop and share information related to transportation performance data, the selection of performance targets, the reporting of performance targets, and the reporting of performance to be used in tracking progress toward attainment of critical outcomes for the SCAG region, in accordance with 23 CFR 450.314(h)(1). k. To aid in the planning process, RCTC and Transit Operators shall make available to SCAG their Transit Asset Management Plan and any supporting records or documents, performance targets, investment strategies, and annual condition assessment report, upon request of SCAG and in accordance with the RTP/SCS development schedule, in order to fulfill requirements of 49 CFR 625.53 . l. SCAG shall integrate in the metropolitan transportation planning process, directly or by reference, the goals, objectives, performance measures, and targets described in the Transit Asset Management Plans and Public Transportation Agency Safety Plans developed by providers of public transportation, in accordance with 23 CFR 450.306(d)(4). m. Transit Operators may choose to rely on SCAG’s public participation process associated with the FTIP development to satisfy the requirement for public participation in developing the FTA Section 5307 program of projects (POP). SCAG agrees to incorporate in the FTIP document(s) an explicit statement reflecting that public notice of public involvement activities and time established for public review and comment on the FTIP will satisfy the POP requirements of the Section 5307 program. Section 2 General Provisions 2.1 Term of Agreement: This MOU shall be effective as to each party on the date such party executes this MOU, and continues in full force until such party withdraws from this MOU pursuant to Section 2.5 below or this MOU is terminated by SCAG upon thirty (30) days prior written notice. This MOU shall supersede and replace all prior agreements including but not limited to the 2007 MOU between the Parties concerning metropolitan planning agreements required to be developed pursuant to 23 CFR 450.314 and predecessors thereto. 2.2 Drafting: This MOU has been prepared by all parties and has been reviewed and endorsed by each. 2.3 Amendments: This MOU may be amended only by the execution by all parties of a 122 Agreement No. 18-26-080-00 6 written amendment. 2.4 Indemnity: Each of the parties to this MOU is a public entity. Pursuant to Government Code Section 895.4, each party shall indemnify, defend and hold each of the other parties, and their respective officers, agents and employees harmless from and against any liability and expenses, including defense costs, any costs or liability on account of bodily injury, death or personal injury of any person or for damage to or loss of property, any legal fees and any claims for damages attributable only to performance of the responsibilities as set forth in Section 1 (Planning and Coordination Process) of this MOU by the indemnifying party (Indemnitor) or its officers, agents, employees, contractors and subcontractors under this MOU, except to the extent caused by the negligence or willful misconduct of an indemnified party (Indemnitee). 2.5 Withdrawal: Any party may withdraw from this MOU upon ninety (90) days written notice to each party, providing that the notice of withdrawal set forth the effective date of withdrawal and the reason for withdrawal. Additionally, the notice of withdrawal shall provide that the parties during the period prior to the effective date of withdrawal shall meet to try to resolve any dispute. In the event that the withdrawal is for cause, the withdrawal shall not be effective if the party claimed to have defaulted cures the default in its performance within the ninety day period. SCAG shall notify FTA of the withdrawal from this MOU of any party. 2.6 Jurisdiction and Venue: This MOU shall be deemed an Agreement under the laws of the State of California, and for all purposes shall be interpreted in accordance with such laws. All parties hereby agree and consent to the exclusive jurisdiction of the courts of the State of California and that the venue of any action brought hereunder shall be in Los Angeles County, California. 2.7 Non-assignment: No party may assign this Memorandum of understanding, or any part thereof, without the written consent of each party to this MOU. 2.8 Notice: Any notice or notices required or permitted to be given pursuant to this MOU may be personally served on the other party by the party giving such notice, or may be served by certified mail, return receipt requested, to the following addresses: Executive Director Southern California Association of Governments 818 West 7th Street, 12th Floor Los Angeles, California 90017-3435 Executive Director Riverside County Transportation Commission 4800 Lemon Street, 3rd Floor P.O. Box 12008 Riverside, CA 92502-2208 Riverside County Transit Operators (See Exhibit "A") Each undersigned party agrees to notify the other parties of any changes to the address 123 Agreement No. 18-26-080-00 7 for receipt of Notices. 2.9 Order of Precedence: In the event of a conflict between and among this MOU, the order of precedence shall be: Amendments to the MOU MOU Exhibit A 2.10 Execution of Agreement or Amendments: This MOU, or any amendment related thereto (Amendment), may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. The signature page of this MOU or any Amendment may be executed by way of a manual or authorized digital signature. Delivery of an executed counterpart of a signature page to this MOU or an Amendment by electronic transmission scanned pages shall be deemed effective as a delivery of a manually or digitally executed counterpart to this MOU or any Amendment. IN WITNESS WHEREOF, the Parties have caused this MOU to be executed by their duly authorized representatives. The Southern California Association of Governments (“SCAG”): By: Date: Hasan Ikhrata Executive Director Approved as to Form: Date: Joanna Africa Chief Counsel/Director of Legal Services 124 Agreement No. 18-26-080-00 8 Riverside County Transportation Commission (“RCTC”): By: Date: Approved as to Form: Date: 125 Agreement No. 18-26-080-00 9 SunLine Transit Agency: By: Date: Approved as to Form: Date: 126 Agreement No. 18-26-080-00 10 Riverside Transit Agency: By: Date: Approved as to Form: Date: 127 Agreement No. 18-26-080-00 11 City of Riverside: By: Date: Approved as to Form: Date: 128 Agreement No. 18-26-080-00 12 City of Corona: By: Date: Approved as to Form: Date: 129 Agreement No. 18-26-080-00 13 City of Banning: By: Date: Approved as to Form: Date: 130 Agreement No. 18-26-080-00 14 City of Beaumont: By: Date: Approved as to Form: Date: 131 Agreement No. 18-26-080-00 15 Palo Verde Transit Agency: By: Date: Approved as to Form: Date: 132 Agreement No. 18-26-080-00 16 EXHIBIT A Riverside County Transit Operators General Manager SunLine Transit Agency 32-505 Harry Oliver Trail Thousand Palms, CA 92276 General Manager Riverside Transit Agency 1825 Third Street Riverside, CA 92507 City Manager City of Riverside 3900 Main Street, 7th. Floor Riverside, CA 92522 City Manager City of Corona 400 S. Vicentia Avenue Corona, CA 92882-2187 City Manager City of Banning 99 E. Ramsey Street Banning, CA 92220 City Manager City of Beaumont 550 E. Sixth Street Beaumont, CA 92223 General Manager Palo Verde Transit Agency 415 North Main Street Blythe, CA 92225 133 AGENDA ITEM 7E Agenda Item 7E RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: January 10, 2018 TO: Riverside County Transportation Commission FROM: Patricia Castillo, Capital Projects Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Agreements for On-Call Design Engineering and Environmental Services for Commuter Rail and Station Capital Improvement Projects STAFF RECOMMENDATION: This item is for the Commission to: 1) Award the following agreements to provide on-call design engineering and environmental services for the construction of commuter rail station capital improvement projects for a three-year term, and one, two-year option to extend the agreements, in an amount not to exceed an aggregate value of $8.2 million; a) Agreement No. 17-33-098-00 to HDR Engineering, Inc.; b) Agreement No. 17-33-123-00 to HNTB Corporation; c) Agreement No. 17-33-124-00 to Jacobs Engineering Group Inc.; and d) Agreement No. 17-33-125-00 to STV Incorporated; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements, including option years, on behalf of the Commission; and 3) Authorize the Executive Director, or designee, to execute task orders awarded to the consultants under the terms of the agreements. BACKGROUND INFORMATION: The Commission has a need for the provision of comprehensive on-call professional services for design engineering and environmental services for commuter rail and station capital improvement projects. Typically, the Commission procures design engineering and environmental services as the need for services arises. An on-call design engineering and environmental services contract provides a more streamlined process since formal solicitation, selection, and negotiation of basic rates and contracting are completed as part of the on-call procurement process. The intention of this procurement is to provide the Commission with comprehensive on-call professional design engineering and environmental services for a variety of Commission commuter rail and station capital improvement projects such as the Riverside Downtown Layover 134 Agenda Item 7E Facility and future station upgrades projects. Design engineering and environmental services will be funded with various Federal Transit Administration (FTA) grants. Procurement Process Pursuant to Government Code 4525 et seq, selection of architect, engineer, and related services 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. Evaluation criteria included elements such as qualifications of firm, staffing and project organization, project understanding and approach, and the ability to respond to the requirements set forth under the terms of a request for qualifications (RFQ). RFQ No. 17-33-098-00 for on-call design engineering and environmental services for the construction of commuter rail and station capital improvement projects was released by staff on September 14, 2017. A public notice was advertised in the Press Enterprise, and the RFQ was posted on the Commission’s Planet Bids website, which is accessible through the Commission’s website. Through Planet Bids, 116 firms downloaded the RFQ; 93 of these firms are located in Riverside County. A pre-submittal meeting was held on September 26 and attended by 23 firms. Staff responded to all questions submitted by potential proposers prior to the October 5 clarification deadline. Seven firms – HDR Engineering, Inc. (Riverside); HNTB Corporation (Ontario); Jacobs Engineering Group Inc. (Orange); Owen Group, Inc. (Redlands); RailPros (Irvine); STV Incorporated (Rancho Cucamonga); and WSP USA Inc. (San Bernardino) – submitted responsive and responsible statements of qualifications prior to the 2:00 p.m. submittal deadline on October 19. Based on the evaluation criteria set forth in the RFQ, the firms were evaluated and scored by an evaluation committee comprised of Commission and Bechtel staff. As a result of the evaluation committee’s assessment of the written statements of qualifications, the evaluation committee determined four firms – HDR Engineering, Inc.; HNTB Corporation; Jacobs Engineering Group Inc.; and STV Incorporated – to be the most qualified firms to provide on-call design engineering and environmental services for the construction of commuter rail and station capital improvement projects. The evaluation committee recommends contract awards to these four firms for a three-year term, and one, two-year option to extend the agreements, in the aggregate amount of $8.2 million, as these firms earned the highest total evaluation scores. The multiple award, on-call, indefinite delivery/indefinite quantity task order type contracts do not guarantee work to any of the awardees; therefore, no funds are guaranteed to any consultant. Pre-qualified consultants will be selected for specific tasks based on qualification information contained in their proposals and/or competitive fee proposals for the specific tasks. Services will be provided through the Commission’s issuance of contract task orders to the consultants on an as-needed basis. 135 Agenda Item 7E The Commission’s model on-call professional services agreement will be entered into with each consultant firm, subject to any changes approved by the Executive Director, pursuant to legal counsel review. Staff oversight of the contracts and task orders will maximize the effectiveness of the consultants and minimize costs to the Commission. Financial Information In Fiscal Year Budget: No N/A Year: FY 2017/18 FY 2018/19+ Amount: $ 150,000 $ 8,050,000 Source of Funds: FTA Funds Budget Adjustment: Yes* N/A GL/Project Accounting No.: 653822 81304 265 33 81304 $ 150,000* 654199 81102 265 33 81102 $ 8,050,000 Fiscal Procedures Approved: Date: 12/07/2017 Attachment: Draft On-Call Professional Services Agreement 136 17336.00600\29981953.1 Agreement No. __-__-__- __ PROFESSIONAL SERVICES AGREEMENT WITH FTA AND PROPOSITION 1B FUNDING ASSISTANCE RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT WITH [___CONSULTANT___] FOR ON-CALL DESIGN ENGINEERING AND ENVIRONMENTAL SERVICES FOR THE CONSTRUCTION OF COMMUTER RAIL STATION CAPITAL IMPROVEMENT PROJECTS Parties and Date. This Agreement is made and entered into this ___ day of _______, 2017, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Commission") and [___NAME OF FIRM___] ("Consultant"), a [___LEGAL STATUS OF CONSULTANT e.g., CORPORATION___]. The Commission and Consultant are sometimes referred to herein individually as “Party”, and collectively as the “Parties”. Recitals. A. On November 8, 1988 the Voters of Riverside County approved Measure A authorizing the collection of a one-half percent (1/2 %) retail transactions and use tax (the "tax") to fund transportation programs and improvements within the County of Riverside, and adopting the Riverside County Transportation Improvement Plan (the "Plan"). B. Pursuant to Public Utility Code Sections 240000 et seq., the Commission is authorized to allocate the proceeds of the Tax in furtherance of the Plan. C. On November 5, 2002, the voters of Riverside County approved an extension of the Measure A tax for an additional thirty (30) years for the continued funding of transportation and improvements within the County of Riverside. D. A source of funding for payment for on-call professional consulting services provided under this Agreement may be Proposition 1B funds (“Prop 1B”) funds administered by the California Department of Transportation (“Caltrans”), and/or funds from the Federal Transit Administration (“FTA”). This Agreement shall not be deemed to be approved by the Commission until the certification shown in Exhibit “E” attached hereto and incorporated herein by reference, is executed. E. Consultant desires to perform and assume responsibility for the provision of certain on-call construction management services, materials testing, and construction ATTACHMENT 1 137 17336.00600\29981953.1 2 surveying services for the construction of commuter rail station capital improvement projects in the County of Riverside, California. Services shall be provided on the terms and conditions set forth in this Agreement and in the task order(s) to be issued pursuant to this Agreement and executed by the Commission and the Consultant (“Task Order”). Consultant represents that it is experienced in providing such services to public clients, is licensed in the State of California (if necessary), and is familiar with the plans of the Commission. F. The Commission desires to engage Consultant to render such services on an on-call basis. Services shall be ordered by Task Order(s) to be issued pursuant to this Agreement for future projects as set forth herein and in each Task Order (each such project shall be designated a “Project” under this Agreement). Terms. 1. General Scope of Services. Consultant shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise, and incidental and customary work necessary to fully and adequately supply the on-call construction management services, materials testing, and construction surveying services for the Projects ("Services"). The Services are generally described in Exhibit "A" attached hereto and incorporated herein by reference. The Services shall be more particularly described in the individual Task Orders issued by the Commission’s Executive Director or designee. No Services shall be performed unless authorized by a fully executed Task Order. 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. 2. Commencement of Services. [___USE THIS PARAGRAPH IF NOTICE TO PROCEED OR LIMITED NOTICE TO PROCEED HAS BEEN ISSUED___] Commission has authorized Consultant to commence performance of the Services by a “Notice to Proceed” or "Limited Notice to Proceed" dated _____________. Consultant agrees that Services already performed pursuant to the “Notice to Proceed” or "Limited Notice to Proceed" shall be governed by all the provisions of this Agreement, including all indemnification and insurance provisions. [___USE THIS SENTENCE IF NO NOTICE TO PROCEED OR LIMITED NOTICE TO PROCEED HAS BEEN ISSUED___] The Consultant shall commence work upon receipt of a written "Notice to Proceed" or "Limited Notice to Proceed" from Commission. 3. Pre-Award Audit. As a result of the funding for this Project, and to the extent Caltrans procedures apply in connection therewith, issuance of a “Notice to Proceed” may be contingent upon completion and approval of a pre-award audit. Any questions raised during the pre-award audit shall be resolved before the Commission will consider approval of this Agreement. The funding provided under this Agreement is contingent on meeting all 138 17336.00600\29981953.1 3 funding requirements and could be withdrawn, thereby entitling the Commission to terminate this Agreement, if the procedures are not completed. The Consultant’s files shall be maintained in a manner to facilitate State process reviews. In addition, Caltrans may require that prior to performance of any work for which funding reimbursement through Caltrans is requested and provided, that Caltrans must give to Commission an “Authorization to Proceed”. 4. Caltrans Audit Procedures. Consultant and subconsultant contracts, including cost proposals and ICR, are subject to audits or reviews such as, but not limited to, a contract audit, an incurred cost audit, an Independent Cost Review (ICR) Audit, or a CPA ICR audit work paper review. If selected for audit or review, this Agreement, Consultant’s cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is Consultant’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. This Agreement, Consultant’s cost proposal, and ICR shall be adjusted by Consultant and approved by the Commission’s contract manager to conform to the audit or review recommendations. Consultant agrees that individual terms of costs identified in the audit report shall be incorporated into this Agreement by this reference if directed by Commission at its sole discretion. Refusal by Consultant to incorporate audit or review recommendations, or to ensure that the federal, state or local governments have access to CPA work papers, will be considered a breach of the Agreement terms and cause for termination of this Agreement and disallowance of prior reimbursed costs. Additional audit provisions applicable to this Agreement are set forth in Sections 23 and 24 of this Agreement. 5. Term. 5.1 This Agreement shall go into effect on the date first set forth above, contingent upon approval by Commission, and Consultant shall commence work after notification to proceed by Commission’s Contract Administrator. This Agreement shall end on (DATE), unless extended by contract amendment. 5.2 Consultant is advised that any recommendation for contract award is not binding on Commission until this Agreement is fully executed and approved by the Commission. 5.3 This Agreement shall remain in effect until the date set forth above, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. All applicable indemnification provisions of this Agreement shall remain in effect following the termination of this Agreement. 6. Commission's Contract Administrator. The Commission hereby designates the Commission's Executive Director, or his or her designee, to act as its Contract Administrator for the performance of this Agreement ("Commission’s Contract Administrator"). Commission’s Contract Administrator shall have the authority to act on 139 17336.00600\29981953.1 4 behalf of the Commission for all purposes under this Agreement. Commission’s Contract Administrator shall also review and give approval, as needed, to the details of Consultant's work as it progresses. Consultant shall not accept direction or orders from any person other than the Commission’s Contract Administrator or his or her designee. 7. Consultant's Representative. Consultant hereby designates [___INSERT NAME OR TITLE___] to act as its Representative for the performance of this Agreement ("Consultant’s Representative"). Consultant's Representative shall have full authority to act on behalf of Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his or her professional skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. Consultant shall work closely and cooperate fully with Commission’s Contract Administrator and any other agencies which may have jurisdiction over, or an interest in, the Services. Consultant's Representative shall be available to the Commission staff at all reasonable times. Any substitution in Consultant's Representative shall be approved in writing by Commission’s Contract Administrator. 8. Substitution of Key Personnel. Consultant has represented to the Commission that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval by the Commission. In the event that the Commission and Consultant cannot agree as to the substitution of the key personnel, the Commission shall be entitled to terminate this Agreement for cause, pursuant to the provisions herein. The key personnel for performance of this Agreement are: [___LIST NAMES AND TITLES___], or as otherwise identified in the Task Order. 9. Standard of Care; Licenses. Consultant represents and maintains that it is skilled in the professional calling necessary to perform all Services, duties and obligations required by this Agreement to fully and adequately complete the Project. Consultant shall perform the Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Consultant further represents and warrants to the Commission that its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the Commission, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein, and shall be fully responsible to the Commission for all damages and other liabilities provided for in the indemnification provisions of this Agreement arising from the Consultant’s errors and omissions. Any employee of Consultant or its sub-consultants who is determined by the Commission to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform 140 17336.00600\29981953.1 5 the Services in a manner acceptable to the Commission, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 10. Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. Commission retains Consultant on an independent contractor basis and not as an employee, agent or representative of the Commission. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries and other amounts due such personnel in connection with their performance of Services and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including but not limited to, social security taxes, income tax withholdings, unemployment insurance, disability insurance, and workers' compensation insurance. 11. Task Orders; Commencement of Services; Schedule of Services. Consultant shall commence Services under a Task Order within five (5) days of receiving a fully executed Task Order from the Commission. Task Orders shall be in substantially the form set forth in Exhibit “B” attached hereto and incorporated herein by reference. Each Task Order shall identify the funding source(s) to be used to fund the Services under the relevant Task Order, and Consultant shall comply with the requirements specified herein, and in the attached exhibits, applicable to the identified funding source(s). Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with any schedule of Services set forth in a Task Order (“Schedule”). Consultant represents that it has the professional and technical personnel to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, the Commission shall respond to Consultant's submittals in a timely manner. Upon request of Commission’s Contract Administrator, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 11.1 Modification of the Schedule. Consultant shall regularly report to the Commission, through correspondence or progress reports, its progress in providing required Services within the scheduled time periods. Commission shall be promptly informed of all anticipated delays. In the event that Consultant determines that a schedule modification is necessary, Consultant shall promptly submit a revised Schedule of Services for approval by Commission’s Contract Administrator. 11.2 Trend Meetings. Consultant shall conduct trend meetings with the Commission’s Contract Administrator and other interested parties, as requested by the Commission, on a bi-weekly basis or as may be mutually scheduled by the Parties at a standard day and time. These trend meetings will encompass focused and informal discussions concerning scope, schedule, and current progress of Services, relevant cost 141 17336.00600\29981953.1 6 issues, and future Project objectives. Consultant shall be responsible for the preparation and distribution of meeting agendas to be received by the Commission and other attendees no later than three (3) working days prior to the meeting. 11.3 Progress Reports. As part of its monthly invoice, Consultant shall submit a progress report, in a form determined by the Commission, which will indicate the progress achieved during the previous month in relation to the Schedule of Services. Submission of such progress report by Consultant shall be a condition precedent to receipt of payment from the Commission for each monthly invoice submitted. 12. Delay in Performance. 12.1 Excusable Delays. Should Consultant be delayed or prevented from the timely performance of any act or Services required by the terms of the Agreement by reason of acts of God or of the public enemy, acts or omissions of the Commission or other governmental agencies in either their sovereign or contractual capacities, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes or unusually severe weather, performance of such act shall be excused for the period of such delay. 12.2 Written Notice. If Consultant believes it is entitled to an extension of time due to conditions set forth in subsection 12.1, Consultant shall provide written notice to the Commission within seven (7) working days from the time Consultant knows, or reasonably should have known, that performance of the Services will be delayed due to such conditions. Failure of Consultant to provide such timely notice shall constitute a waiver by Consultant of any right to an excusable delay in time of performance. 12.3 Mutual Agreement. Performance of any Services under this Agreement may be delayed upon mutual agreement of the Parties. Upon such agreement, Consultant's Schedule of Services shall be extended as necessary by the Commission. Consultant shall take all reasonable steps to minimize delay in completion, and additional costs, resulting from any such extension. 13. Preliminary Review of Work. All reports, working papers, and similar work products prepared for submission in the course of providing Services under this Agreement shall be submitted to the Commission’s Contract Administrator in draft form, and the Commission may require revisions of such drafts prior to formal submission and approval. In the event plans and designs are to be developed as part of the Project, final detailed plans and designs shall be contingent upon obtaining environmental clearance as may be required in connection with Federal funding. In the event that Commission’s Contract Administrator, in his or her sole discretion, determines the formally submitted work product to be not in accordance with the standard of care established under this Agreement, Commission’s Contract Administrator may require Consultant to revise and resubmit the work at no cost to the Commission. 14. Appearance at Hearings. If and when required by the Commission, Consultant shall render assistance at public hearings or other meetings related to the Project or necessary to the performance of the Services. However, Consultant shall not be 142 17336.00600\29981953.1 7 required to, and will not, render any decision, interpretation or recommendation regarding questions of a legal nature or which may be construed as constituting a legal opinion. 15. Opportunity to Cure; Inspection of Work. Commission may provide Consultant an opportunity to cure, at Consultant's expense, all errors and omissions which may be disclosed during Project implementation. Should Consultant fail to make such correction in a timely manner, such correction may be made by the Commission, and the cost thereof charged to Consultant. Consultant shall allow the Commission’s Contract Administrator and Caltrans to inspect or review Consultant's work in progress at any reasonable time. 16. Claims Filed by Contractor. 16.1 If claims are filed by the Commission’s contractor for the Project (“Contractor”) relating to work performed by Consultant’s personnel, and additional information or assistance from the Consultant’s personnel is required by the Commission in order to evaluate or defend against such claims; Consultant agrees to make reasonable efforts to make its personnel available for consultation with the Commission’s construction contract administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings. 16.2 Consultant’s personnel that the Commission considers essential to assist in defending against Contractor claims will be made available on reasonable notice from the Commission. Consultation or testimony will be reimbursed at the same rates, including travel costs that are being paid for the Consultant’s personnel services under this Agreement. 16.3 Services of the Consultant’s personnel and other support staff in connection with Contractor claims will be performed pursuant to a written contract amendment, if necessary, extending the termination date of this Agreement in order to finally resolve the claims. 16.4 Nothing contained in this Section shall be construed to in any way limit Consultant’s indemnification obligations contained in Section 29. In the case of any conflict between this Section and Section 29, Section 29 shall govern. This Section is not intended to obligate the Commission to reimburse Consultant for time spent by its personnel related to Contractor claims for which Consultant is required to indemnify and defend the Commission pursuant to Section 29 of this Agreement. 17. Final Acceptance. Upon determination by the Commission that Consultant has satisfactorily completed the Services required under this Agreement and within the term set forth herein the Commission shall give Consultant a written Notice of Final Acceptance. Upon receipt of such notice, Consultant shall incur no further costs hereunder, unless otherwise specified in the Notice of Final Acceptance. Consultant may request issuance of a Notice of Final Acceptance when, in its opinion, it has satisfactorily completed all Services required under the terms of this Agreement. In the event copyrights are permitted under this Agreement, then in connection with Federal funding, it is hereby 143 17336.00600\29981953.1 8 acknowledged and agreed that the United States Department of Transportation shall have the royalty-free non-exclusive and irrevocable right to reproduce, publish, or otherwise use, and to authorize others to use, the work for governmental purposes. 18. 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. For example, and not by way of limitation, Consultant shall keep itself fully informed of and in compliance with all implementing regulations, design standards, specifications, previous commitments that must be incorporated in the design of the Project, and administrative controls including those of the United States Department of Transportation. Compliance with Federal procedures may include completion of the applicable environmental documents and approved by the United States Department of Transportation. For example, and not by way of limitation, a signed Categorical Exclusion, Finding of No Significant Impact, or published Record of Decision may be required to be approved and/or completed by the United States Department of Transportation. For Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the Commission, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold Commission, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 19. Fees and Payment. 19.1 The method of payment for this Agreement will be based on actual cost plus a fixed fee. Commission shall reimburse Consultant for actual costs (including labor costs, employee benefits, travel, equipment rental costs, overhead and other direct costs) incurred by Consultant in performance of the Services. Consultant shall not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead, and other estimated costs set forth in the approved Consultant cost proposal attached hereto as Exhibit “C” and incorporated herein by reference, or any cost proposal included as part of a Task Order (“Cost Proposal”) unless additional reimbursement is provided for by written amendment. In no event, shall Consultant be reimbursed for overhead costs at a rate that exceeds Commission’s approved overhead rate set forth in the Cost Proposal. In the event that Commission determines that a change to the Services from that specified in the Cost Proposal, this Agreement or any Task Order is required, the Agreement time or actual costs reimbursable by Commission shall be adjusted by written amendment to accommodate the changed work. The maximum total cost as specified in Section 19.8 shall not be exceeded, unless authorized by a written amendment. 19.2 In addition to the allowable incurred costs, Commission shall pay Consultant a fixed fee to be set forth in each Task Order (“Fixed Fee”). The Fixed Fee is 144 17336.00600\29981953.1 9 nonadjustable for each Task Order, except in the event of a significant change in the Scope of Services, and such adjustment is made by written amendment. 19.3 Reimbursement for transportation and subsistence costs shall not exceed the rates specified in the approved Cost Proposal. In addition, payments to Consultant for travel and subsistence expenses claimed for reimbursement or applied as local match credit shall not exceed rates authorized to be paid exempt non-represented State employees under current State Department of Personnel Administration (DPA) rules, unless otherwise authorized by Commission. If the rates invoiced are in excess of those authorized DPA rates, and Commission has not otherwise approved said rates, then Consultant is responsible for the cost difference and any overpayments shall be reimbursed to the Commission on demand. 19.4 When milestone cost estimates are included in the approved Cost Proposal for a Task Order, Consultant shall obtain prior written approval for a revised milestone cost estimate from the Contract Administrator before exceeding such cost estimate. 19.5 Progress payments shall be made monthly in arrears based on Services provided and allowable incurred costs. A pro rata portion of the Fixed Fee shall be included in the monthly progress payments. If Consultant fails to submit the required deliverable items according to the schedule set forth in the Scope of Services, Commission shall have the right to delay payment or terminate this Agreement in accordance with the provisions of Section 21, Termination. 19.6 No payment shall be made prior to approval of any Services, nor for any Services performed prior to approval of this Agreement. 19.7 Consultant shall be reimbursed, as promptly as fiscal procedures will permit upon receipt by Commission’s Contract Administrator of itemized invoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant is billing. Invoices shall detail the work performed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this Agreement number and project title. Final invoice must contain the final cost and all credits due Commission including any equipment purchased under the Equipment Purchase provisions of this Agreement. The final invoice should be submitted within 60 calendar days after completion of Consultant’s work. Invoices shall be mailed to Commission’s Contract Administrator at the following address: Riverside County Transportation Commission Attention: Accounts Payable P.O. 12008 Riverside, CA 92502 19.8 The total amount payable by Commission, including the Fixed Fee, shall not exceed the amount set forth in each Task Order. 145 17336.00600\29981953.1 10 19.9 Salary increases shall be reimbursable if the new salary is within the salary range identified in the approved Cost Proposal and is approved by Commission’s Contract Administrator. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of changes in the prevailing wage rates are reimbursable. 19.10 Consultant shall not be reimbursed for any expenses unless authorized in writing by the Commission’s Contract Administrator. 19.11 All subcontracts in excess of $25,000 shall contain the above provisions. 20. Disputes. 20.1 Any dispute, other than audit, concerning a question of fact arising under this Agreement that is not disposed of by mutual agreement of the Parties shall be decided by a committee consisting of RCTC’s Contract Administrator and the Director of Capital Projects, who may consider written or verbal information submitted by Consultant. 20.2 Not later than 30 days after completion of all Services under this Agreement, Consultant may request review by the Commission’s Executive Director of unresolved claims or disputes, other than audit. The request for review will be submitted in writing. 20.3 Neither the pendency of a dispute, nor its consideration by the committee will excuse Consultant from full and timely performance in accordance with the terms of this Agreement. 21. Termination. 21.1 Commission reserves the right to terminate this Agreement upon thirty (30) calendar days written notice to Consultant, for any or no reason, with the reasons for termination stated in the notice. Commission may terminate Services under a Task Order, at any time, for any or no reason, with the effective date of termination to be specified in the notice of termination of Task Order. 21.2 Commission may terminate this Agreement with Consultant should Consultant fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, Commission may proceed with the Services in any manner deemed proper by Commission. If Commission terminates this Agreement with Consultant, Commission shall pay Consultant the sum due to Consultant under this Agreement for Services completed and accepted prior to termination, unless the cost of completion to Commission exceeds the funds remaining in the Agreement. In such case, the overage shall be deducted from any sum due Consultant under this Agreement and the balance, if any, shall be paid to Consultant upon demand. 146 17336.00600\29981953.1 11 21.3 In addition to the above, payment upon termination shall include a prorated amount of profit, if applicable, but no amount shall be paid for anticipated profit on unperformed Services. Consultant shall provide documentation deemed adequate by Commission’s Contract Administrator to show the Services actually completed by Consultant prior to the effective date of termination. This Agreement shall terminate on the effective date of the Notice of Termination 21.4 Upon receipt of the written Notice of Termination, Consultant shall discontinue all affected Services as directed in the Notice or as otherwise provided herein, and deliver to the Commission all Documents and Data, as defined in this Agreement, as may have been prepared or accumulated by Consultant in performance of the Services, whether completed or in progress. 21.5 In addition to the above, Consultant shall be liable to the Commission for any reasonable additional costs incurred by the Commission to revise work for which the Commission has compensated Consultant under this Agreement, but which the Commission has determined in its sole discretion needs to be revised, in part or whole, to complete the Project because it did not meet the standard of care established in this Agreement. Termination of this Agreement for cause may be considered by the Commission in determining whether to enter into future agreements with Consultant. 21.6 The rights and remedies of the Parties provided in this Section are in addition to any other rights and remedies provided by law or under this Agreement. 21.7 Consultant, in executing this Agreement, shall be deemed to have waived any and all claims for damages which may otherwise arise from the Commission's termination of this Agreement, for convenience or cause, as provided in this Section. 21.8 Consultant may not terminate this Agreement except for cause. 22. Cost Principles and Administrative Requirements. 22.1 Consultant agrees that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the cost allowability of individual items. 22.2 Consultant also agrees to comply with federal procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. 22.3 Any costs for which payment has been made to CONSULTANT that are determined by subsequent audit to be unallowable under 2 CFR, Part 200 and 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to repayment by Consultant to Commission. 22.4 All subcontracts in excess of $25,000 shall contain the above provisions. 147 17336.00600\29981953.1 12 23. Retention of Records/Audit. For the purpose of determining compliance with, as applicable, 2 CFR Part 200, Public Contract Code 10115, et seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable and other matters connected with the performance of this Agreement pursuant to Government Code 8546.7; Consultant, subconsultants, and Commission shall maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of this Agreement, including but not limited to, the costs of administering this Agreement. All parties shall make such materials available at their respective offices at all reasonable times during the Agreement period and for three years from the date of final payment under this Agreement. The State, State Auditor, Commission, or any duly authorized representative of the State or Federal Government shall have access to any books, records, and documents of Consultant and it’s certified public accountants (CPA) work papers that are pertinent to this Agreement and, if applicable, indirect cost rates (ICR) for audit, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested. Subcontracts in excess of $25,000 shall contain this provision. 23.1 Accounting System. Consultant and its subcontractors shall establish and maintain an accounting system and records that properly accumulate and segregate expenditures by line item for the Services. The accounting system of Consultant and its subcontractors shall conform to Generally Accepted Accounting Principles (GAAP), enable the determination of incurred costs at interim points of completion, and provide support for reimbursement payment vouchers or invoices. 24. Audit Review Procedures. 24.1 Any dispute concerning a question of fact arising under an interim or post audit of this Agreement that is not disposed of by agreement, shall be reviewed by Commission’s Chief Financial Officer. 24.2 Not later than 30 days after issuance of the final audit report, Consultant may request a review by Commission’s Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. 24.3 Neither the pendency of a dispute nor its consideration by Commission shall excuse Consultant from full and timely performance, in accordance with the terms of this Agreement. 25. Subcontracting. 25.1 Nothing contained in this Agreement or otherwise, shall create any contractual relation between Commission and any subconsultant(s), and no subcontract shall relieve Consultant of its responsibilities and obligations hereunder. Consultant agrees to be as fully responsible to Commission for the acts and omissions of its subconsultant(s) and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by Consultant. Consultant’s 148 17336.00600\29981953.1 13 obligation to pay its subconsultant(s) is an independent obligation from Commission’s obligation to make payments to the Consultant. 25.2 Consultant shall perform the Services contemplated with resources available within its own organization and no portion of the Services pertinent to this Agreement shall be subcontracted without written authorization by Commission’s Contract Administrator, except that, which is expressly identified in the approved Cost Proposal. 25.3 Consultant shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to Consultant by Commission. 25.4 Any subcontract in excess of $25,000 entered into as a result of this Agreement shall contain all the provisions stipulated in this Agreement to be applicable to subconsultants. 25.5 Any substitution of subconsultant(s) must be approved in writing by Commission’s Contract Administrator prior to the start of work by the subconsultant(s). 25.6 Exhibit “C” may set forth the rates at which each subconsultant shall bill the Consultant for Services and that are subject to reimbursement by the Commission to Consultant. Additional Direct Costs, as defined in Exhibit “C” shall be the same for both the Consultant and all subconsultants, unless otherwise identified in Exhibit “C” or in a Task Order. The subconsultant rate schedules and cost proposals contained herein are for accounting purposes only. 26. Equipment Purchase 26.1 Prior authorization, in writing, by Commission’s Contract Administrator shall be required before Consultant enters into any unbudgeted purchase order, or subcontract for supplies, equipment, or services. Consultant shall provide an evaluation of the necessity or desirability of incurring such costs. 26.2 For purchase of any item, service or consulting work not covered in the Cost Proposal and exceeding $5,000 prior authorization, in writing, by Commission’s Contract Administrator is required. Three competitive quotations must be submitted with the request for such purchase, or the absence of bidding must be adequately justified. 26.3 Any equipment purchased as a result of this Agreement is subject to the following: Consultant shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, Commission shall receive a proper refund or credit at the conclusion of this Agreement, or if this Agreement is terminated, Consultant may either keep the equipment and credit Commission in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established Commission procedures; and credit Commission in an amount equal to the sales price. If Consultant elects to keep the equipment, fair market value shall be determined at Consultant’s expense, on the basis of a competent independent appraisal 149 17336.00600\29981953.1 14 of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by Commission and Consultant. If Consultant determines to sell the equipment, the terms and conditions of such sale must be approved in advance by Commission. 2 CFR, Part 200 requires a credit to Federal funds when participating equipment with a fair market value greater than $5,000 is credited to the Project. 26.4 All subcontracts in excess $25,000 shall contain the above provisions. 27. Labor Code Requirements. 27.1 Prevailing Wages. (a) Consultant shall comply with the State of California’s General Prevailing Wage Rate requirements in accordance with California Labor Code, Section 1770, and all Federal, State, and local laws and ordinances applicable to the Services. (b) Any subcontract entered into as a result of this Agreement, if for more than $25,000 for public works construction or more than $15,000 for the alteration, demolition, repair, or maintenance of public works, shall contain all of the provisions of this Section. (c) When prevailing wages apply to the Services described in the Scope of Services, transportation and subsistence costs shall be reimbursed at the minimum rates set by the Department of Industrial Relations (DIR) as outlined in the applicable Prevailing Wage Determination. See http://www.dir.ca.gov. (d) Copies of the prevailing rate of per diem wages in effect at commencement of this Agreement are on file at the Commission’s offices. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant’s principal place of business and at the project site. Consultant shall defend, indemnify and hold the Commission, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 27.2 DIR 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 Consultant and all subconsultants must be registered with the Department of Industrial Relations. 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. 27.3 Eight-Hour Law. Pursuant to the provisions of the California Labor Code, eight hours of labor shall constitute a legal day’s work, and the time of service of any worker employed on the work shall be limited and restricted to eight hours during any 150 17336.00600\29981953.1 15 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. 27.4 Employment of Apprentices. This Agreement shall not prevent the employment of properly indentured apprentices in accordance with the California Labor Code, and no employer or labor union shall refuse to accept otherwise qualified employees as indentured apprentices on the work performed hereunder solely on the ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice shall be paid the standard wage paid to apprentices under the regulations of the craft or trade in which he or she is employed and shall be employed only in the craft or trade to which he or she is registered. If California Labor Code Section 1777.5 applies to the 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 28. Ownership of Materials/Confidentiality. 28.1 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. 151 17336.00600\29981953.1 16 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. 28.2 Intellectual Property. In addition, Commission shall have and retain all right, title and interest (including copyright, patent, trade secret and other proprietary rights) in all plans, specifications, studies, drawings, estimates, materials, data, computer programs or software and source code, enhancements, documents, and any and all works of authorship fixed in any tangible medium or expression, including but not limited to, physical drawings or other data magnetically or otherwise recorded on computer media (“Intellectual Property”) prepared or developed by or on behalf of Consultant under this Agreement as well as any other such Intellectual Property prepared or developed by or on behalf of Consultant under this Agreement. The Commission shall have and retain all right, title and interest in Intellectual Property developed or modified under this Agreement whether or not paid for wholly or in part by Commission, whether or not developed in conjunction with Consultant, and whether or not developed by Consultant. Consultant will execute separate written assignments of any and all rights to the above referenced Intellectual Property upon request of Commission. Consultant shall also be responsible to obtain in writing separate written assignments from any subcontractors or agents of Consultant of any and all right to the above referenced Intellectual Property. Should Consultant, either during or following termination of this Agreement, desire to use any of the above-referenced Intellectual Property, it shall first obtain the written approval of the Commission. All materials and documents which were developed or prepared by the Consultant for general use prior to the execution of this Agreement and which are not the copyright of any other party or publicly available and any other computer applications, shall continue to be the property of the Consultant. However, unless otherwise identified and stated prior to execution of this Agreement, Consultant represents and warrants that it has the right to grant the exclusive and perpetual license for all such Intellectual Property as provided herein. Commission further is granted by Consultant a non-exclusive and perpetual license to copy, use, modify or sub-license any and all Intellectual Property otherwise owned by Consultant which is the basis or foundation for any derivative, collective, insurrectional, or supplemental work created under this Agreement. 152 17336.00600\29981953.1 17 28.3 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. 28.4 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. 29. Indemnification. To the fullest extent permitted by law, Consultant shall defend, indemnify and hold Commission, Caltrans and their directors, officials, officers, employees, consultants, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, inverse condemnation, and any claims related to property acquisition and relocation rules or failure to detect or abate hazardous materials, which are brought by a third party, and which , in any manner arise out of or are incident to alleged negligent acts, omissions, or willful misconduct of Consultant, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against Commission, Caltrans, and their directors, officials, officers, employees, consultants, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against Commission, Caltrans or their directors, officials, officers, employees, consultants, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse Commission, Caltrans and their directors, officials, officers, employees, consultants, agents, and/or volunteers, for any and all legal expenses and costs, including reasonable attorney’s fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Commission, Caltrans or their directors, officials officers, employees, consultants, agents, or volunteers. Notwithstanding the foregoing, to the extent Consultant’s Services are subject to Civil Code 153 17336.00600\29981953.1 18 Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant’s obligations as set forth in this Section 29 shall survive expiration or termination of this Agreement. 30. Insurance. 30.1 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. 30.2 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. Limits may be achieved by any combination of primary and excess or umbrella liability insurance; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. Limits may be achieved by any combination of primary and excess or umbrella liability insurance; and (3) 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. 30.3 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. For Consultant, such insurance shall be in an amount not less than $1,000,000 per claim. This insurance shall be endorsed to include contractual liability 154 17336.00600\29981953.1 19 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. Subconsultants of Consultant shall obtain such insurance in an amount not less than $2,000,000 per claim. Notwithstanding the foregoing, the Commission may consider written requests to lower or dispense with the errors and omissions liability insurance requirement contained in this Section for certain subconsultants of Consultant, on a case-by-case basis, depending on the nature and scope of the Services to be provided by the subconsultant. Approval of such request shall be in writing, signed by the Commission’s Contract Administrator. 30.4 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. 30.5 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 or Caltrans’ insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage. 155 17336.00600\29981953.1 20 (b) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the Commission, Caltrans and their 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, Caltrans and their 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, Caltrans and their directors, officials, officers, employees and agents shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way. (c) W orkers’ 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, Caltrans and their 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 156 17336.00600\29981953.1 21 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. (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. 30.6 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 expense. 157 17336.00600\29981953.1 22 30.7 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. 30.8 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 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. 30.9 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. 30.10 Other Insurance. At its option, the Commission may require such additional coverage(s), limits and/or the reduction of deductibles or retentions it considers reasonable and prudent based upon risk factors that may directly or indirectly impact the Project. In retaining this option Commission does not warrant Consultant’s insurance program to be adequate. Consultant shall have the right to purchase insurance in addition to the insurance required in this Section. 31. 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. Pursuant to the authority contained in Section 591 of the Vehicle Code, the Commission has determined that the Project will contain areas that are open to public traffic. Consultant shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code. Consultant shall take all reasonably necessary precautions 158 17336.00600\29981953.1 23 for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles. 32. Additional Work. Any work or activities that are in addition to, or otherwise outside of, the Services to be performed pursuant to this Agreement shall only be performed pursuant to a separate agreement between the parties. Notwithstanding the foregoing, the Commission’s Executive Director may make a change to the Agreement, other than a Cardinal Change. For purposes of this Agreement, a Cardinal Change is a change which is “outside the scope” of the Agreement; in other words, work which should not be regarded as having been fairly and reasonably within the contemplation of the parties when the Agreement was entered into. An example of a change which is not a Cardinal Change would be where, in a contract to construct a building there are many changes in the materials used, but the size and layout of the building remains the same. Cardinal Changes are not within the authority of this provision to order, and shall be processed by the Commission as “sole source” procurements according to applicable law, including the requirements of FTA Circular 4220.1D, paragraph 9(f). (a) In addition to the changes authorized above, a modification which is signed by Consultant and the Commission’s Executive Director, other than a Cardinal Change, may be made in order to: (1) make a negotiated equitable adjustment to the Agreement price, delivery schedule and other terms resulting from the issuance of a Change Order, (2) reflect definitive letter contracts, and (3) reflect other agreements of the parties modifying the terms of this Agreement (“Bilateral Contract Modification”). (b) Consultant shall not perform, nor be compensated for any change, without written authorization from the Commission’s Executive Director as set forth herein. In the event such a change authorization is not issued and signed by the Commission’s Executive Director, Consultant shall not provide such change. 33. Prohibited Interests. 33.1 Solicitation. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the Commission shall have the right to rescind this Agreement without liability. 33.2 Consultant Conflict of Interest (Construction Management/ Administration). (a) Consultant shall disclose any financial, business, or other relationship with Commission that may have an impact upon the outcome of this 159 17336.00600\29981953.1 24 Agreement, or any ensuing Commission construction project. Consultant shall also list current clients who may have a financial interest in the outcome of this Agreement, or any ensuing Commission construction project, which will follow. (b) Consultant hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this Agreement. (c) Any subcontract in excess of $25,000 entered into as a result of this Agreement, shall contain all of the provisions of this Article. (d) Consultant hereby certifies that neither Consultant, its employees, nor any firm affiliated with Consultant providing Services on the Project prepared the Plans, Specifications, and Estimate for any construction project included within this Agreement. An affiliated firm is one, which is subject to the control of the same persons through joint- ownership, or otherwise. (e) Consultant further certifies that neither Consultant, nor any firm affiliated with Consultant, will bid on any construction subcontracts included within the construction contract. Additionally, Consultant certifies that no person working under this Agreement is also employed by the construction contractor for any project included within this Agreement. (f) Except for subconsultants whose services are limited to materials testing, no subconsultant who is providing Services on this Agreement shall have provided services on the design of the Project included within this Agreement. 33.3 Commission Conflict of Interest. For the term of this Agreement, no member, officer or employee of the Commission, during the term of his or her service with the Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 33.4 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. 33.5 Covenant Against Contingent Fees. As required in connection with federal funding, the Consultant warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the Consultant, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Commission 160 17336.00600\29981953.1 25 shall have the right to terminate this Agreement without liability pursuant to the terms herein, or at its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 33.6 Rebates, Kickbacks or Other Unlawful Consideration. Consultant warrants that this Agreement was not obtained or secured through rebates kickbacks or other unlawful consideration, either promised or paid to any Commission employee. For breach or violation of this warranty, Commission shall have the right in its discretion; to terminate this Agreement without liability; to pay only for the value of the work actually performed; or to deduct from the Agreement price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration. 33.7 Covenant Against Expenditure of Commission, State or Federal Funds for Lobbying. The Consultant certifies that to the best of his/ her knowledge and belief no state, federal or local agency appropriated funds have been paid, or will be paid by or on behalf of the Consultant to any person for the purpose of influencing or attempting to influence an officer or employee of any state or federal agency; a Member of the State Legislature or United States Congress; an officer or employee of the Legislature or Congress; or any employee of a Member of the Legislature or Congress, in connection with the award of any state or federal contract, grant, loan, or cooperative agreement, or the extension, continuation, renewal, amendment, or modification of any state or federal contract, grant, loan, or cooperative agreement. (a) If any funds other than federal appropriated funds have been paid, or will be paid to any person for the purpose of influencing or attempting to influence an officer or employee of any federal agency; a Member of Congress; an officer or employee of Congress, or an employee of a Member of Congress; in connection with this Agreement, the Consultant shall complete and submit the attached Exhibit "G", Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with the attached instructions. (b) The Consultant's certification provided in this Section is a material representation of fact upon which reliance was placed when this Agreement was entered into, and is a prerequisite for entering into this Agreement pursuant to Section 1352, Title 31, US. Code. Failure to comply with the restrictions on expenditures, or the disclosure and certification requirements set forth in Section 1352, Title 31, US. Code may result in a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. (c) The Consultant also agrees by signing this Agreement that he/she shall require that the language set forth in this Section 3.23.5 be included in all Consultant subcontracts which exceed $100,000, and that all such subcontractors shall certify and disclose accordingly. 33.8 Employment Adverse to the Commission. Consultant shall notify the Commission, and shall obtain the Commission’s written consent, prior to accepting work to 161 17336.00600\29981953.1 26 assist with or participate in a third-party lawsuit or other legal or administrative proceeding against the Commission during the term of this Agreement. 34. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 35. Right to Employ Other Consultants. Commission reserves the right to employ other consultants in connection with the Project. 36. Governing Law. This Agreement shall be governed by and construed with the laws of the State of California. Venue shall be in Riverside County. 37. Disputes; Attorneys' Fees. 37.1 Prior to commencing any action hereunder, the Parties shall attempt in good faith to resolve any dispute arising between them. The pendency of a dispute shall not excuse Consultant from full and timely performance of the Services. 37.2. If the Parties are unable to resolve a dispute after attempting in good faith to do so, the Parties may seek any other available remedy to resolve the dispute. If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party reasonable attorneys' fees and, all other costs of such actions. 38. Time of Essence. Time is of the essence for each and every provision of this Agreement. 39. 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. 40. Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: COMMISSION: ______________________ Riverside County ______________________ Transportation Commission ______________________ 4080 Lemon Street, 3rd Floor ______________________ Riverside, CA 92501 Attn: ________________ Attn: Executive Director 162 17336.00600\29981953.1 27 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. 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. 42. Amendment or Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 43. Entire Agreement. This Agreement contains the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior negotiations, agreements or understandings. 44. 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. 45. Provisions Applicable When State Funds or Federal Funds Are Involved. When funding for the Services under a Task Order is provided, in whole or in part, from Caltrans, Consultant shall also fully and adequately comply with the provisions included in Exhibit “D” (California Department of Transportation requirements) attached hereto and incorporated herein by reference. When funding for the Services under a Task Order is provided, in whole or in part, from the FTA, Consultant shall also fully and adequately comply with the provisions included in Exhibit “F” (FTA Requirements) attached hereto and incoroporated herein by reference 46. Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification and confidentiality obligations, shall survive any such expiration or termination. 47. No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 48. 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. 49. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 163 17336.00600\29981953.1 28 50. Attorney Client Privilege. The Parties recognize that, during the Project, the Commission and its attorneys will engage in communication that gives rise to an attorney client privilege of confidentiality (“Confidential Communication”). Given the nature of the work done by Consultant for the Commission, it may be necessary for the Consultant to participate in Confidential Communications. To the extent that (i) the Consultant is a party to any Confidential Communication, and (ii) a third party seeks discovery of such communications, then the Consultant shall be deemed to be an agent of the Commission solely for purposes of preserving any attorney client privilege in the relevant Confidential Communication. Any such attorney client privilege shall be held by the Commission and the Consultant is not authorized to waive that privilege or, otherwise, disclose such Confidential Communication except as set forth below. This Section is intended to maintain the privilege in any privileged Confidential Communications that are (1) between and among Commission, Consultant, and Commission’s attorneys; (2) between Consultant (on behalf of the Commission) and Commission’s attorneys; (3) Confidential Communications that occur in Closed Session meetings wherein the Commission, the Commission’s attorneys and Consultant are present; and (4) between Commission and Consultant wherein the substance of the Confidential Communication is conveyed to/from the Consultant. Consultant may disclose a Confidential Communication to the extent such disclosure is required by legal process, by a court of competent jurisdiction or by any other governmental authority, provided that any such disclosure shall be limited to the specific part of the Confidential Communication required to be disclosed and provided that Consultant first comply with the requirements set forth in this paragraph. As soon as practicable after Consultant becomes aware that it is required, or may become required, to disclose the Confidential Communication for such reason, Consultant shall notify the Commission in writing, in order to allow the Commission to pursue legal remedies designed to limit the Confidential Communication required to be disclosed or to assure the confidential treatment of the disclosed information following its disclosure. Consultant shall cooperate with the Commission, on a reimbursable basis, to assist the Commission in limiting the scope of disclosure or assuring the confidential treatment of any disclosed information. 51. 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. 52. 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. 164 17336.00600\29981953.1 29 53. 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. 54. Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 55. No Waiver. Failure of Commission to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times. [Signatures on following page] 165 17336.00600\29981953.1 30 SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT WITH FTA AND PROPOSITION 1B FUNDING/ASSISTANCE IN WITNESS WHEREOF, this Agreement was executed on the date first written above. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: [INSERT NAME] Chair Approved as to Form: By: Best, Best & Krieger LLP General Counsel CONSULTANT [INSERT NAME OF CONSULTANT] By: Signature Name Title ATTEST: By: Its: Secretary 166 31 17336.00600\29981953.1 TO BE INSERTED FROM RFP: EXHIBIT "A" - SCOPE OF SERVICES EXHIBIT "F" - FTA PROVISIONS EXHIBIT “G” – LOBBYING ACTIVITIES DISCLOSURE TO BE INSERTED FROM CONSULTANT PROPOSAL: EXHIBIT "C"- COMPENSATION AND PAYMENT 167 32 17336.00600\29981953.1 EXHIBIT "B" SAMPLE TASK ORDER FORM Task Order No. _______ Contract: [INSERT NAME OF CONTRACT] Consultant: [INSERT NAME OF CONSULTANT] The Consultant is hereby authorized to perform the following work subject to the provisions of the Contract identified above: List funding sources: ______________ List any attachments: (Please provide if any.) Dollar Amount of Task Order: Not to exceed $_____,_____.00 Completion Date: _____________, 201__ The undersigned consultant hereby agrees that it will provide all equipment, furnish all materials, except as may be otherwise noted above, and perform all services for the work above specified in accordance with the Contract identified above and will accept as full payment therefore the amount shown above. Riverside County Transportation Commission Consultant Dated: _________________ Dated: _________________ By: ________________________ By:________________________ 168 33 17336.00600\29981953.1 EXHIBIT "D" CALTRANS REQUIREMENTS/ PROP 1 B PROVISIONS 1. STATEMENT OF COMPLIANCE. A. Consultant’s signature affixed herein shall constitute a certification under penalty of perjury under the laws of the State of California that Consultant has, unless exempt, complied with, the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103. B. During the performance of this Agreement, Consultant and its subconsultants shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Consultant and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Consultant and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated there under (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Contract by reference and made a part hereof as if set forth in full. Consultant and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. 2. DEBARMENT AND SUSPENSION CERTIFICATION A. Consultant’s signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that Consultant has complied with Title 2 CFR, Part 180, “OMB Guidelines to Agencies on Government wide Debarment and Suspension (nonprocurement)”, which certifies that he/she or any person associated therewith in the capacity of owner, partner, director, officer, or manager, is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years. Any exceptions to this certification must be disclosed to Commission. 169 34 17336.00600\29981953.1 B. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining Consultant responsibility. Disclosures must indicate to whom exceptions apply, initiating agency, and dates of action. C. Exceptions to the Federal Government Excluded Parties List System maintained by the General Services Administration are to be determined by the Federal highway Administration. 3. PROMPT PAYMENT Consultant agrees to pay each subcontractor under this Agreement for satisfactory performance of its contract no later than 10 days from the receipt of each payment the Consultant receives from the Commission. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the Commission. 4. RELEASE OF RETAINAGE No retainage will be withheld by the Agency from progress payments due the prime consultant. Retainage by the prime consultant or subconsultants is prohibited, and no retainage will be held by the prime consultant from progress due subconsultants. Any violation of this provision shall subject the violating prime consultant or subconsultants to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business and Professions Code. This requirement shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available to the prime consultant or subconsultant in the event of a dispute involving late payment or nonpayment by the prime consultant or deficient subconsultant performance, or noncompliance by a subconsultant. This provision applies to Consultant and its subconsultants. 5. LEGAL REMEDIES In addition to those contract remedies set forth under relevant provisions of California law, either Party to this Agreement may, where applicable, seek legal redress for violations of this Agreement pursuant to the relevant provisions of 49 C.F.R. Parts 23 and 26, to the relevant federal or state statutory provisions governing civil rights violations, and to the relevant federal and state provisions governing false claims or “whistleblower” actions, as well as any and all other applicable federal and state provisions of law. The Consultant shall include a provision to this effect in each of its agreements with its subcontractors. 6. NATIONAL LABOR RELATIONS BOARD CERTIFICATION In accordance with Public Contract Code Section 10296, and by signing this Agreement, Consultant certifies under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against Consultant within 170 35 17336.00600\29981953.1 the immediately preceding two-year period, because of Consultant’s failure to comply with an order of a federal court that orders Consultant to comply with an order of the National Labor Relations Board. 7. INVENTIONS. Rights to Inventions and Data Made Under a Contract or Agreement — Consultant shall comply with Federal requirements and regulations pertaining to patent rights with respect to any discovery or invention which arises or is developed in the course of or under the Contract, and shall be in compliance with 10 CFR 600.325 and Appendix A—Patent and Data Rights to Subpart D, Part 600. 8. ENVIRONMENTAL COMPLIANCE A. Compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). (Contracts, subcontracts, and subgrants of amounts in excess of $100,000). B. Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871). C. Energy Policy and Conservation Act (Pub. L. 94—163, 89 Stat. 871.) — Consultant shall comply with mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94–163, 89 Stat. 871), which are incorporated by reference in this Contract. (10 CFR 600.236(i)(13).) 171 36 17336.00600\29981953.1 EXHIBIT "E" CERTIFICATE OF CONSULTANT I HEREBY CERTIFY that I am the _______________________ and duly authorized representative of the firm of _____________________________________ whose address is ____________________________________________________, and that, except as hereby expressly stated, neither I nor the above firm that I represent have: (a) employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above consultant) to solicit or secure this agreement; nor (b) agreed, as an express or implied condition for obtaining this Agreement, to employ or retain the services of any firm or person in connection with carrying out the agreement; nor (c) paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above consultant) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out this agreement. I acknowledge that this Certificate is to be made available to the California Department of Transportation (Caltrans) in connection with this agreement involving participation of Federal-aid Highway funds, and is subject to applicable State and Federal laws, both criminal and civil. By: ____________________________ Signature ____________________________ Name ____________________________ Title ____________________________ 172 AGENDA ITEM 7F Agenda Item 7F RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: January 10, 2018 TO: Riverside County Transportation Commission FROM: Gary Ratliff, Facilities Administrator THROUGH: Anne Mayer, Executive Director SUBJECT: Agreement for Janitorial Services for the Commuter Rail Stations and Toll Facilities STAFF RECOMMENDATION: This item is for the Commission to: 1) Award Agreement No. 18-24-067-00 to Ultimate Maintenance Services, Inc. to provide janitorial services for the commuter rail stations and toll facilities for a three-year term, and two, two-year options to extend the agreement, in the amount of $1,309,020, plus a contingency amount of $130,902, for a total amount not to exceed $1,439,922; 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 these services. BACKGROUND INFORMATION: The Commission owns and operates nine commuter rail stations and one operations control center: Riverside Downtown, Riverside-La Sierra, North Main Corona, Jurupa Valley/Pedley, West Corona, Riverside-Hunter Park, Moreno Valley/March Field, Perris Downtown, South Perris and the Riverside Downtown Operation Control Center. Station cleaning and grounds maintenance services are an important component in attracting the Metrolink commuters, as well as preserving and maintaining the Commission’s property investments. As a new toll operator with the opening of the RCTC 91 Express Lanes in March 2017 and the anticipated opening of the Interstate 15 Express Lanes in 2020, the Commission owns three facilities, consisting of a storage and maintenance (SAM) building and two adjacent office buildings for the toll program. One office building will serve as the Regional Operations Center (ROC) and the other will be leased to a tenant. Additionally, there are two toll utility buildings (TUBs) located within the RCTC 91 Express Lanes. Janitorial services of the toll facilities require daily, weekly, and monthly service intervals depending on the facility. The ROC and other office building will require daily janitorial services upon commencement of operations. The TUBs within the existing freeway median require 173 Agenda Item 7F biweekly or monthly service, while the SAM building is serviced on an as needed basis. Each of the toll facilities requires janitorial services to preserve and maintain an aesthetic appearance for customers, meet operational needs for staff and protect the Commission’s property assets. 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 janitorial services for the commuter rail stations and toll facilities as set forth under the terms of the Request for Proposals (RFP) No. 18-24-067-00. RFP No. 18-24-067-00 for janitorial services for the commuter rail stations and toll facilities was released by staff on October 26. 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 30 firms, 2 of which are located in Riverside County. Through the PlanetBids site, 22 firms downloaded the RFP; 1 of these firms is located in Riverside County. A pre-proposal conference was held on November 2 and attended by seven firms; two firms are local to Riverside County. Staff responded to all questions submitted by potential proposers prior to the November 16 clarification date. Four firms – Commercial Cleaning Services (Costa Mesa); RNA Facilities Management (Riverside); Semilla Landscape Corporation (Riverside); and Ultimate Maintenance Services, Inc. (Lawndale) – submitted a proposal prior to the 2:00 p.m. submittal deadline on November 30. Utilizing the evaluation criteria set forth in the RFP, the proposal was evaluated and scored by an evaluation committee comprised of Commission and Bechtel staff. As a result of the evaluation committee’s assessment of the written proposals, the evaluation committee recommends contract award to Ultimate Maintenance Services, Inc. to perform janitorial services for a three-year term, with two, two-year options to extend the agreement, in the amount of $1,309,020, plus a 10 percent contingency amount of $130,902, for a total amount not to exceed $1,439,922, as this firm earned the highest total evaluation score. Contingency work, which will be subject to Executive Director or designee approval, includes additional janitorial service needs for special events. 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 Ultimate Maintenance Services, Inc. $ 1,309,020 1 Semilla Landscape Corporation 1,093,050 2 Commercial Cleaning Systems 4,509,917 3 RNA Facilities Management 2,219,124 4 174 Agenda Item 7F The Commission’s model professional services agreement will be entered into with the firm 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 firm and minimize costs to the Commission. Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2017/18 FY 2018/19+ Amount: $ 78,000 $1,361,922 Source of Funds: Local Transportation Funds and Toll Revenues Budget Adjustment: No N/A GL/Project Accounting No.: 244XXX 73317 00000 0000 103 24 73301 009199 73317 00000 0000 591 31 73301 Fiscal Procedures Approved: Date: 12/15/2017 Attachment: Draft On-Call Maintenance and Repair Services Agreement No. 18-24-067-00 175 17336.00603\29314783.1 Agreement No. 18-24-067-00 RIVERSIDE COUNTY TRANSPORTATION COMMISSION ROUTINE AND ON-CALL JANITORIAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this ____ day of ________, 2018 by and between the Riverside County Transportation Commission (“Commission”) and Ultimate Maintenance Services, Inc. a corporation with its principal place of business at 4237 Redondo Beach Blvd., Lawndale CA 90260 (“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, and five (5) toll facilities, 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 October 26, 2017, Commission issued a Request for Proposals No. 18-24-067-00 (“RFP”), pursuant to which Commission sought proposals from contractors to provide routine and on-call janitorial services. 2.4 Contractor desires to perform and assume responsibility for the provision of certain routine and on-call janitorial 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 janitorial services. Contractor represents that it is a professional Contractor, experienced in providing routine and on-call janitorial 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 janitorial services for the Commission. Janitorial services shall be as set forth in Exhibit “A”, attached hereto and incorporated herein by reference. On-call janitorial services shall be ordered by Task Order(s) to be issued pursuant to this Agreement for future projects as set forth herein. ATTACHMENT 1 176 17336.00603\29314783.1 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 janitorial services as set forth in Exhibit “A” and any on-call janitorial 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 [***INSERT ENDING DATE***], 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 Commission, at its sole discretion, may extend this Agreement for two (2) additional two-year terms. 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 janitorial 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. 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 177 17336.00603\29314783.1 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 from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project. 178 17336.00603\29314783.1 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 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 179 17336.00603\29314783.1 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 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 180 17336.00603\29314783.1 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. 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 181 17336.00603\29314783.1 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. 182 17336.00603\29314783.1 (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). 183 17336.00603\29314783.1 (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. 184 17336.00603\29314783.1 (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. 185 17336.00603\29314783.1 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. 186 17336.00603\29314783.1 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. 187 17336.00603\29314783.1 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: 188 17336.00603\29314783.1 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 189 17336.00603\29314783.1 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. 190 17336.00603\29314783.1 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] 191 17336.00603\29314783.1 SIGNATURE PAGE FOR ROUTINE AND ON-CALL JANITORIAL SERVICES AGREEMENT BETWEEN THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION AND ULTIMATE MAINTENANCE SERVICES, INC. IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first set forth above. RIVERSIDE COUNTY TRANSPORTATION COMMISSION [INSERT NAME] [INSERT TITLE] Approved as to form: Best Best & Krieger LLP General Counsel ULTIMATE MAINTENANCE SERVICES, 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. 192 17336.00603\29314783.1 EXHIBIT “A” SCOPE OF SERVICES [***INSERT SCOPE***] 193 STATEMENT OF WORK Commuter Rail Stations The Contractor shall provide complete cleaning and grounds maintenance of the Metrolink station properties owned and managed by the Riverside County Transportation Commission (Commission), including the Riverside Downtown Station and Eastside Parking lot, the Pedley/Jurupa Valley Station, the La Sierra Station, the West Corona Station, North Main Corona Station, Hunter Park Station, Moreno Valley Station, Perris Multimodal Station, South Perris Station, and the Riverside Downtown Control Center. Property information for commuter rail stations are as follows: Location In Service Date Size Riverside  Downtown 4066 Vine Street, Riverside Pedley/Jurupa Valley 6001 Pedley Road, Jurupa Valley June 1993 26.5 acres June 1993 4.5 acres 194 Location In Service Date Size La Sierra 10901 Indiana Avenue, Riverside West Corona  155 South Auto Center Drive, Corona North Main Corona  250 East Blaine  Street, Corona Perris‐Multimodal 121 South C Street, Perris Riverside ‐Hunter Park/UCR  1101 Marlborough Avenue, Riverside June 2016 (bus transit  center opened 2010) 5.5 acres June 2016 9.35 acres October 1995 24.69 acres October 1995 5.49 acres November 2002 6.72 acres 195 Location In Service Date Size Moreno Valley/March Field 14160 Meridian  Parkway, Riverside Perris‐South  1304 Case  Road, Perris Riverside  Downtown Operations Control Center 4344 Vine Street, Riverside June  2016 14.47 acres June  2016 40.57 acres April 2016 3,000 square  feet The cleaning and grounds maintenance Contractor is required to maintain the work sites in a safe, attractive and usable condition. The Contractor shall be responsible for providing all necessary equipment, materials, tools, transportation, supplies, cleaning chemicals and other items needed to do the cleaning and grounds maintenance as directed herein. The Contractor shall use only cleaning chemicals and equipment that will not damage paint or other surfaces and the Contractor shall be fully responsible for repairing or replacing all property damaged by such cleaning activities. A wet floor sign and other appropriate signs shall be placed on the platform, walkways and bridges during wet mopping, steam cleaning and other hazardous activities and shall remain until the hazard condition is removed. Services for the Commuter Rail Stations A. SCHEDULING OF WORK 1. The Contractor shall accomplish all routine cleaning and maintenance required under this contract between the hours of 6:00 a.m. and 6:00 P.M., Monday through Friday. The Property Manager may grant, on an individual basis, permission to perform maintenance at other hours. The Contractor shall establish a schedule of routine work to be followed in the performance of this contract. A copy of this schedule shall be provided to and approved by the Property Manager. 196 The Contractor shall conduct the work at all times in a manner which will not interfere with pedestrian traffic on adjacent sidewalks or bridges or vehicular traffic on adjacent streets. B. WORK FORCE 1. The Contractor is expected to improve upon the appearance of the station grounds. 2. The Contractor shall insure that all work is supervised by Contractor employed supervisory personnel who are technically qualified and possess management skills. 3. The Contractor shall insure that all work is performed by fully qualified, experienced personnel, directly employed by the Contractor. 4. The Contractor shall be responsible for the skills, methods, appearance and action of Contractor's employees and for all work done. The Contractors employees shall be U.S. Citizens or legal residents. 5. The Contractor shall provide appropriate clothing for employees including shirts identifying the name of contractor in a visible location. 6. The Contractor shall perform the work provided for in this contract under the direction of the Property Manager or his or her designated representative. The Property Manager or his or her representative may make inspections at any time and may request that the Contractor perform additional work or services to bring Contractor’s performance to the level required by the agreement. 7. The Contractor shall correct discrepancies and deficiencies in the work immediately as determined by the Property Manager. C. SAFETY 1. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. 2. Contractor shall submit to RCTC their company Safety Plan prior to work. 3. Contractor shall ensure that their employees are provided with and utilize the proper Personal Protective Equipment (PPE) while performing the work. 4. Contractor shall designate at least one ( 1) Safety Representative acceptable to RCTC, provided that acceptance may be withdrawn at any time, who shall be responsible for ensuring that the Work is performed in accordance with the requirements set forth in the Agreement, the Contractor's Safety Plan, and all applicable laws and regulations. 5. Contractor shall have at least one individual on site who is First Aid and CPR trained. The individual shall be identified and the contractor will provide copies of their safety training certifications. 6. The Contractor shall post and ensure all employees are aware of the name, location, phone numbers of local doctors, hospitals, ambulance services, and emergency services that they contact in the event of an on-site emergency. 7. Contractor shall ensure that all employees have received Blood borne Pathogens Training: Preventing Disease Transmission. 8. Contractor shall comply with the requirements of the specifications relating to safety measures applicable in particular operations or kinds of work. 197 9. In carrying out its Work, 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 perform. D. STORM WATER POLLUTION PREVENTATION PROGRAM (SWPPP) 1. Contractor shall ensure that all employees are trained and are aware of the following Site Specific Storm Water Pollution Prevention Requirements: a. No discharge of fertilizers, pesticide, and wastes into street or storm drains; b. No blowing or sweeping debris into street or storm drains; c. No hosing down of the parking lot; d. No vehicle washing or maintenance on site; e. Close dumpster lids at all time; f. No disposing of wash water into street or storm drains. g. Remove all foreign 'objects (leaves, cans, cigarette butts, paper etc. from in front of drainage inlets and gutter areas. 2. The Contractor must provide annual refresher training on the Site Specific Storm Water Pollution Prevention Requirements. 3. The Contractor shall document the training on the attached Site Specific Storm Water Pollution Prevention Training Log and provide it annually to RCTC. Form included in Attachment A. E. CLEANING PRODUCTS/CHEMICALS 1. Contractor shall provide a list of all cleaning products/chemicals that are proposed to be used on the project. This list will need to be submitted to RCTC for review and approval, prior to use of the cleaning products/chemicals. 2. Contractor shall provide Material Safety Data Sheets (MSDS) for all cleaning products and chemicals that are to be used on the project. 3. Contractor shall ensure the field crews carry copies of the MSDS for all cleaning products or chemicals they have while on-site. 4. Contractor is encouraged to use Bio-degradable or environmentally friendly cleaning product/chemicals 5. Contractor shall ensure that all employees are properly trained in the use and handling of the approved cleaning products/chemicals. 6. Contractor shall ensure that all employees utilize the proper Personnel Protective Equipment (PPE) as specified by the cleaning product/chemical or the Contractor’s safety plan, whichever is most stringent. 198 Routine Maintenance Services All routine maintenance shall be performed to the satisfaction of the Property Manager. Routine maintenance shall include but not be limited to the following services at the Metrolink Stations: A. WEEKLY MAINTENANCE AT ALL STATIONS 1. All ticket vending machines, validates, kiosks, benches, trash receptacles, pole structures, security tower offices, signs, drinking fountains and soda vending machines shall be thoroughly dusted and cleaned. 2. Trash receptacles shall be emptied and re-lined. In the event that the Property Manager determines that the trash receptacles require emptying on more than a weekly basis, Contractor shall provide mid-week emptying and re-lining of trash receptacles at no extra cost to the Commission. Contractor to dispose of the collected trash at each Station’s dumpster. 3. All recycle bins shall be emptied and re-lined. Contractor is responsible for disposing recycled products appropriately. 4. All station platform floors, including walkway ramps, pedestrian bridges, elevators and stairways, shall be swept to remove trash and other spillage. These areas shall be wet mopped when necessary. 5. All walls, partitions, windows and doors shall be spot cleaned. 6. All handrails on walkways, stairways and handicap ramps shall be dusted and wiped clean. 7. All walkways shall be spot cleaned and shall have grease and other residue removed. 8. All litter and debris shall be removed from platforms, parking lots and planter areas. 9. Areas shall be cleared of birds' nests and bird droppings. 10. Contractor shall be prepared to clean up and disinfect platform floors, walkway ramps, pedestrian bridges, elevators, walls, windows, handrails, handicap ramps, and stairways due to human and animal urination or defecation. 11. Contractor shall be prepared to clean up and disinfect areas due to biological spills (blood) and properly dispose of any materials used in the cleaning process. 12. Clean bicycle enclosure, buildings, storage, lids, etc. 13. Clean all guard sheds and storage buildings at each station including trash enclosure areas B. WEEKLY STATION CLEANING SCHEDULE Monday- Riverside Downtown, Perris Multimodal, Perris South, Moreno Valley/March Field, Riverside Downtown Operation Control Center Tuesday- North Main Corona, West Corona, Riverside-La Sierra, Riverside-Hunter Park 199 Wednesday- Riverside Downtown, Perris Multimodal, Perris South, Moreno Valley/March Field, Riverside Downtown Operation Control Center Thursday- North Main Corona, West Corona, Riverside-La Sierra, Pedley/Jurupa Valley Friday- Riverside Downtown, Perris Multimodal, Riverside-Hunter Park, Riverside Downtown Operation Control Center C. ADDITIONAL WEEKLY MAINTENANCE AT RIVERSIDE DOWNTOWN STATION, PERRIS MULTIMODAL, RIVERSIDE DOWNTOWN OPERATIONS CENTER AND NORTH MAIN CORONA STATION 1. Clean restroom including sink, toilet, fixtures and walls. 2. Mop floor. 3. Empty trash receptacle. 4. Replenish paper products including toilet paper and paper towels. D. ADDITIONAL WEEKLY MAINTENANCE AT RIVERSIDE DOWNTOWN STATION, RIVERSIDE LA SIERRA STATION, NORTH MAIN CORONA STATION AND WEST CORONA STATION 1. Clean elevator floors, walls, doors and control panels. 2. Sweep and clear debris from stairways and pedestrian bridge. 3. Clean inside surfaces of bridge windows. 4. Ceiling bridge cleaning. E. BI-WEEKLY MAINTENANCE AT RIVERSIDE DOWNTOWN STATION, PEDLEY/JURUPA VALLEY STATION, WEST CORONA STATION, LA SIERRA STATION AND NORTH MAIN CORONA STATION 1. Golf cart washing and detail (total of 6 carts) F. MONTHLY SERVICES AT All STATIONS 1. All walkways shall be pressure washed and steam cleaned to remove grease and residue. 2. Platform floor surfaces shall be pressure washed and steam cleaned to remove grease and residue. 200 G. QUARTERLY MAINTENANCE G.1. RIVERSIDE DOWNTOWN STATION, RIVERSIDE LA SIERRA STATION, NORTH MAIN CORONA STATION AND WEST CORONA STATION 1. The bridge ceiling surface shall be wiped down along with the light fixtures and its cover. G.2. AT ALL STATIONS 1. Pressures wash all canopies. G.3. NORTH MAIN CORONA STATION AND THE RIVERSIDE DOWNTOWN OPERATIONS CONTROL CENTER 1. All office floors shall be deep washed and scrubbed and apply four to five coats of wax. On-Call Services On-Call Services include but are not limited to: 1. NORTH MAIN CORONA STATION 1. Parking spaces within the parking structure with oil stains shall be cleaned with a dry powered cleaner on an as needed basis. 2. Parking structure shall be completely pressure washed; all platforms, walls, walkways, ceilings. This work shall be performed on an as needed basis and on weekends when structure is not in use. 2. PERRIS MULTIMODAL STATION 1. Pressure wash/seal masonry by completing a steam-wash on the platform and walkways, removed grease and residue from all floor surfaces. Finish by applying concrete/masonry sealer. Extraordinary and New Maintenance Services Extraordinary maintenance may be required pursuant to the terms of the contract for cleaning and grounds maintenance services. Additional routine maintenance may be required as set forth in the contract. Payment for add-on maintenance shall be based on the square footage of added area. 201 Toll Operations Facilities The Contractor shall provide complete janitorial services of the Commission properties owned and managed by the Commission, including two Toll Utility Buildings (TUB’s), Storage and Maintenance Facility (SAM), 291 Corporate Terrace Circle Facility, and the 301 Corporate Terrace Circle Facility. Contractor is required to maintain the work sites in a safe, attractive and usable condition. Start dates for facilities to be determined. Square footage for each toll facility is as follows: Toll Utility Building (TUB) 1: 416 square feet Toll Utility Building (TUB) 2: 416 square feet Storage and Maintenance Facility(SAM): Office Area: 3,462 square feet Warehouse/Loft Area: 7,956 square feet 291 Corporate Terrace Circle Facility: 9,382 square feet 301 Corporate Terrace Circle Facility: 6,579 square feet Services for the Toll Operations Facilities TUB 1 & TUB 2 are located within the 91 Express Lanes East of the 71 Interchange. Access to these facilities require entry at Express Lanes entrances, SR-91 WB from McKinley, I-15 NB from Ontario, and SR-91 EB from Gypsum Canyon. Proposers are not to visit the TUB Facilities due to safety concerns. The Commission and the selected Contractor will arrange site visits to the TUB Facilities after contract award. TUB 1 Contractor shall provide complete janitorial service for the cleaning of TUB 1 once per month. Crew/team must have knowledge and ability to enter and exit highway areas of construction and medians safely. Service vehicle to and from TUB’S shall possess advance warning detection of emergency lights or rotator. Work to include: 1. Empty all trash receptacles and replace trash liners 2. Dust and wipe down all surfaces 3. Clean windows 4. Sweep and mop floors/ Vacuum rug areas 5. Clean restroom including sink, toilet and fixtures 202 6. Spot clean walls, partitions and doors 7. Sweep entrance 8. Wipe down all rails 9. Remove debris around building area 10. Strip and wax floors – Bi-Annually TUB 2 Contractor shall provide complete janitorial service for the cleaning of TUB 2 twice per month. Crew/team must have knowledge and ability to enter and exit highway areas of construction and medians safely. Service vehicle to and from TUB’S shall possess advance warning detection of emergency lights or rotator. Work to include: 1. Empty all trash receptacles and replace trash liners 2. Dust and wipe down all surfaces, light fixtures, vents 3. Clean windows- Monthly 4. Sweep and mop floors/ Vacuum rug areas 5. Clean restroom including sink, toilet and fixtures 6. Spot clean walls, partitions and doors 7. Sweep entrance 8. Wipe down all rails 9. Remove debris around building area 10. Strip and wax floors – Bi-Annually Storage and Maintenance (SAM) Facility 120 North Joy Street, Corona CA Provide complete janitorial service for the cleaning of SAM Facility office area weekly and warehouse area on-call. Work to include: 1. Empty all trash receptacles and replace trash liners 2. Dust and wipe down all surfaces, light fixtures, vents 203 3. Clean windows- Monthly 4. Sweep and mop floors/ Vacuum carpet and rug areas 5. Clean restroom including sink, toilet and fixtures 6. Spot clean walls, partitions and doors 7. Sweep entrance and walkways 8. Wipe down all rails 9. Remove debris around building area 10. Strip and wax floors – Bi-Annually 11. Replenish all paper products 12. Clean kitchen area including sink and fixtures 13. Outside windows- Quarterly 14. Pressure wash all walkways- Quarterly 291/301 Corporate Terrace Facilities Corporate Terrace Circle, Corona CA 291 Regional Operations Center (ROC) and 301 Provide complete janitorial service for the cleaning of 291 and 301 Facility daily. 291/301 Facilities anticipated start dates 2018* *291 Facility is subject to contract termination in 2020 due to planned occupant’s lease agreement. Work to include: Entrance and Lobby Areas Daily 1. Remove trash from receptacles, replace liner, spot clean receptacle 2. Vacuum carpeting and matting 3. Clean both sides of glass doors and adjacent windows, wipe frames 4. Spot clean walls, light switches and partition glass 5. Dust mop / wet mop hard surface flooring 204 Weekly 1. Clean door jambs and polish thresholds 2. Dust HVAC ventilation grills 3. Vacuum upholstered furniture Monthly 1. Dust all walls, doors, window frames above six feet 2. Dust HVAC ventilation grills 3. Vacuum/dust window coverings General Office Areas, Meeting Rooms and Corridors Daily 1. Remove trash, replace liner, and spot clean receptacle 2. Remove recycle trash per company schedule 3. Vacuum carpeting wall to wall 4. Dust mop / wet mop hard surface flooring 5. Dust all accessible baseboards 6. Dust all furniture and fixtures, desks cleaned only if clear 7. Dust all walls, light switches, window frames above six feet 8. Spot clean walls, light switches, doors, and window frames 9. Spot clean carpeting when needed 10. Clean and polish drinking fountains, coffee machine area Monthly 1. Dust /vacuum window coverings 2. Dust HVAC ventilation grills 3. Vacuum upholstered furniture 205 Break and Kitchen Areas Daily 1. Remove trash, replace liners, and spot clean receptacles 2. Dust mop / wet mop all hard surface flooring 3. Vacuum carpeted areas, spot clean 4. Dust furniture, fixtures 5. Clean and sanitize counter tops, cabinets, tables and chairs 6. Clean table bases and chair legs 7. Spot clean walls, light switches and doors 8. Dust and clean vending machines Restrooms Daily 1. Remove trash, replace liner and spot clean receptacle 2. Sweep, mop with germicidal disinfectant 3. Replenish paper products, hand soap, and feminine napkins 4. Clean and sanitize all toilets, urinals and adjacent wall surfaces 5. Clean and sanitize walls and doors 6. Clean all mirrors, sinks and countertops 7. Clean and sanitize stall partitions, shelves, fixtures / dispensers 8. Dust HVAC ventilation grills 9. Clean, sanitize and polish all metal bright work 10. Pour water in floor drains, add enzymes as needed 11. Clean and sanitize shower areas where applicable 206 Communication Room Weekly 1. Remove trash, replace liner, and spot clean receptacles 2. Dust walls, light switches, locker and shelving surfaces where applicable 3. Dust mop / wet mop hard surface flooring Janitorial Area Daily 1. Remove trash, replace liners, and spot clean receptacles 2. Dust mop / wet mop all hard surface flooring 3. Vacuum carpeted areas, spot clean 4. Dust fixtures 5. Clean and sanitize counter tops and cabinets 6. Clean baseboards 7. Spot clean walls, light switches and doors Extraordinary and New Maintenance Extraordinary maintenance may be required pursuant to the terms of the contract for cleaning and grounds maintenance services. Additional routine maintenance may be required as set forth in the contract. Payment for add-on maintenance shall be based on the square footage of added area. End of Statement of Work 207 17336.00603\29314783.1 EXHIBIT “B” SCHEDULE OF SERVICES [***INSERT SCHEDULE***] 208 17336.00603\29314783.1 EXHIBIT “C” COMPENSATION [***INSERT RATES & AUTHORIZED REIMBURSABLE EXPENSES***] 209 17336.00603\29314783.1 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: ____________________ 210 AGENDA ITEM 7G Agenda Item 7G RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: January 10, 2018 TO: Riverside County Transportation Commission FROM: Brian Cunanan, Commuter and Motorist Assistance Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Agreement for Vanpool Vehicle Leasing Services STAFF RECOMMENDATION: This item is for the Commission to: 1) Award Agreement No. 18-45-063-00 to Enterprise Rideshare for vanpool vehicle leasing services for a three-year term, and two one-year options to extend the agreement in an amount not to exceed $1,356,000; 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) Approve an adjustment of $125,000 to the Fiscal Year 2017/18 budget to increase revenues for the vanpool subsidy program (Vanpool Program). BACKGROUND INFORMATION: At its September 2017 meeting, the Commission approved the funding, development, and implementation of a Vanpool Program to be provided through third party leasing services. The Commission’s Vanpool Program is defined by the following characteristics: • A transit mode comprised of vans, small buses, or other vehicles; • Operates as a ridesharing arrangement at least 12 days during each calendar month for a group of five to 15 individuals; • Travels at least 30 miles round-trip directly between a home origin(s) and a regular work and/or vocational/post-secondary education destination(s) with the origin and/or destination within the Commission’s jurisdictional area of Western and Southern Riverside County (excluding the SunLine Transit Agency vanpool service area of Eastern Riverside and the Coachella Valley which operates its own vanpool program); and • Maintains a minimum vanpool occupancy at 70 percent or higher at the time the application is submitted to the Commission for consideration and at 70 percent or higher thereafter on a monthly basis. 211 Agenda Item 7G The Commission’s Vanpool Program will provide eligible vanpools a subsidy of 50 percent of their vanpool lease cost up to $400 a month, which will be paid directly to the selected third party leasing vendors. It is the responsibility of the vendors to administer the van lease/rental agreements and provide direct vehicle-related customer service. 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 vanpool vehicle leasing services, as set forth under the terms of the request for proposals (RFP) No. 18-45-063-00. RFP No. 18-45-063-00 was released on October 26, 2017. 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 251 firms, 40 of which are located in Riverside County. Through the PlanetBids site, eight firms downloaded the RFP; one of these firms is located in Riverside County. Two firms – Airport Van Rental (Los Angeles) and Enterprise Rideshare (Orange) – submitted proposals prior to the 2:00 p.m. submittal deadline on November 28. The proposals submitted were responsive and responsible proposals. An evaluation committee comprised of San Bernardino County Transportation Authority and Commission staff evaluated each proposal in accordance with the evaluation criteria set forth in the RFP. Based on the evaluation committee’s assessment of the written proposals and pursuant to the terms of the RFP, the evaluation committee short listed and invited one firm – Enterprise Rideshare – to the interview phase of the evaluation and selection process. The interview was conducted on December 11. Subsequently, the evaluation committee determined Enterprise Rideshare to be the most qualified firm to provide vanpool vehicle leasing services. Staff Recommendation As a result of the evaluation committee’s assessment of the written proposals and interview, the evaluation committee recommends contract award for vanpool vehicle leasing services to Enterprise Rideshare for a three-year term, and two one-year options for a total amount not to exceed $1,356,000. The Commission’s professional services agreement will be entered into with Enterprise Rideshare subject to any changes approved by the Executive Director, pursuant to legal counsel review. Funding for the subsidy element of the Vanpool Program is provided by a Southern California Air Quality Management District Mobile Source Air Pollution Reduction Review Committee (MSRC) grant. As part of the September 2017 Commission approval, Measure A was approved 212 Agenda Item 7G as the funding source for all Vanpool Program elements during the three-year startup period. Subsequent to that action, the MSRC released its guidelines for the County Transportation Commission Partnership Program providing the Commission with a maximum funding allocation of $2 million for projects that enhance mobility while improving air quality. The Commission’s Vanpool Program aligns perfectly with the guidelines set forth by the MSRC. As such, staff proposes to apply a portion of the funds, subject to MSRC approval, toward the subsidy element. Accordingly, staff recommends a FY 2017/18 budget adjustment to increase grant revenues related to the Vanpool Program. Financial Information In Fiscal Year Budget: No Yes N/A Year: FY 2017/18 FY 2017/18 FY2018/19+ Amount: $125,000 (revenues) $125,000 (expenditures) $1,231,000 (expenditures) Source of Funds: MSRC Funds Budget Adjustment: Yes No N/A GL/Project Accounting No.: 002187 416 41608 0000 263 41 41203 (revenues) 002187 81030 00000 0000 263 41 81002 (expenditures) Fiscal Procedures Approved: Date: 12/14/2017 Attachment: Draft Agreement 18-45-063-00 213 APPENDIX B-1 Agreement No. __-__-__- __ RIVERSIDE COUNTY TRANSPORTATION COMMISSION VANPOOL SUBSIDY PROGRAM AGREEMENT WITH [___CONTRACTOR___] 1.PARTIES AND DATE. This Agreement is made and entered into this day of , 2018, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Commission") and [___NAME OF FIRM___] ("Contractor"), a [___LEGAL STATUS OF CONTRACTOR e.g., CORPORATION___]. 2.RECITALS. 2.1 Contractor desires to participate in the RCTC Vanpool Subsidy Program (the “Program”) as a provider of qualified vehicles (“Vehicles”) to be leased under the Program by participants, and to provide such other services as detailed in this Agreement. 2.2 Commission desires to engage Contractor to participate in the Program, as further set forth herein. 3.TERMS. 3.1 General Scope of Services; Vehicle Requirements. Contractor promises and agrees to make Vehicles available for lease to qualified Program participants, and to furnish all labor materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately provide the services for the Program (the "Services"). The Services and requirements for the Vehicles 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. All Vehicles made available for lease under the Program shall conform to the requirements set forth in the attached Exhibit “A”. 3.2 Term. The term of this Agreement shall be from the date first specified above to ________________, unless earlier terminated as provided herein. The Commission, at its sole discretion, may extend this Agreement for two (2) additional ATTACHMENT 1 214 17336.00013\30263337.1 APPENDIX B-2 single year terms. Contractor shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. 3.3 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with any schedule of Services agreed upon by the parties (“Schedule”). 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 the Schedule, the Commission shall respond to Contractor's submittals in a timely manner. Upon request of the Commission, Contractor 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 Contractor under its supervision. Contractor will determine the means, method and details of performing the Services subject to the requirements of this Agreement. Commission retains Contractor on an independent contractor basis and Contractor is not an employee of Commission. 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 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, and workers' compensation insurance. 3.5 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of Commission. 3.6 Substitution of Key Personnel. Contractor 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, Contractor may substitute other personnel of at least equal competence and experience upon written approval of Commission. In the event that Commission and Contractor cannot agree as to the substitution of key personnel, Commission shall be entitled to terminate this Agreement for cause, pursuant to provisions of Section 3.16 of this Agreement. The key personnel for performance of this Agreement are as follows: __________________________________. 3.7 Commission’s Representative. Commission hereby designates [___INSERT NAME OR TITLE___], or his or her designee, to act as its representative for the performance of this Agreement ("Commission’s Representative"). Commission's representative shall have the power to act on behalf of Commission for all purposes under this Agreement. Contractor shall not accept direction from any person other than Commission's Representative or his or her designee. 215 17336.00013\30263337.1 APPENDIX B-3 3.8 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 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. Contractor agrees to work closely with Commission staff in the performance of Services and shall be available to Commission's staff, Contractors and other staff at all reasonable times. 3.10 Standard of Care; Licenses. Contractor 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. 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. Contractor 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 Contractor’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 Contractor’s errors and omissions. 3.11 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the Services, including all Cal/OSHA requirements, and shall give all notices required by law, or participation in the Program. 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 Commission, Contractor shall be solely responsible for all costs arising therefrom. Contractor 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. 216 17336.00013\30263337.1 APPENDIX B-4 3.12 Insurance. 3.12.1 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. 3.12.2 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: $5,000,000 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. 3.12.3 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 217 17336.00013\30263337.1 APPENDIX B-5 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 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) All Coverages. 218 17336.00013\30263337.1 APPENDIX B-6 (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 219 17336.00013\30263337.1 APPENDIX B-7 or qualify the liabilities and obligations otherwise assumed by the Contractor 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 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 this Agreement. (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: 3.12.5 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the Commission. If the Commission does not approve the deductibles or self-insured retentions as presented, 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. 3.12.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the Commission. 3.12.7 Verification of Coverage. 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. 3.12.8 Subconsultant Insurance Requirements. Contractor 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 220 17336.00013\30263337.1 APPENDIX B-8 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 subconsultants. 3.13 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. 3.14 Fees and Payment. 3.14.1 Subsidy. As full and complete compensation for all Services rendered under this Agreement, including lease of the Vehicles, Contractor shall receive a monthly subsidy for each Vehicle leased under the Program, in the amount as set forth in Exhibit “B” (the “Subsidy”). The total Subsidy payments under this Agreement shall not exceed ________________, unless authorized in writing by the Executive Director of the Commission. Other than the Subsidy, no other payment shall be provided to Contractor under this Agreement. 3.14.2 Payment of Subsidy. Contractor shall submit to Commission a monthly statement which indicates Vehicles leased during the relevant billing period, and all such other information as required by Commission, as further detailed in Exhibit “A”. Commission shall, within 45 days of receiving such statement, review the statement and pay all approved Subsidy amounts claimed thereon. 3.14.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by Commission. The Subsidy is intended to include reimbursement for all expenses. 3.15 Accounting Records. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred and Subsidy amounts claimed 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 221 17336.00013\30263337.1 APPENDIX B-9 (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 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. Upon termination, Contractor shall be compensated only for Subsidy amounts earned through the effective date of the termination, and Contractor shall be entitled to no further compensation. Contractor 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 Contractor to provide all finished or unfinished Documents and Data, as defined below, 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. 3.16.3 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: CONTRACTOR: 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. 3.18 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, 222 17336.00013\30263337.1 APPENDIX B-10 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 Contractor under this Agreement (“Documents & Data”). Contractor 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. Contractor represents and warrants that Contractor has the legal right to grant the exclusive and perpetual license for all such Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Contractor or provided to Contractor 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 Contractor under this Agreement as well as any other such Intellectual Property prepared or developed by or on behalf of Contractor 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 Contractor, and whether or not developed by Contractor. Contractor will execute separate written assignments of any and all rights to the above referenced Intellectual Property upon request of Commission. Contractor shall also be responsible to obtain in writing separate written assignments from any subcontractors or agents of Contractor of any and all right to the above referenced Intellectual Property. Should Contractor, either during or following termination of this Agreement, desire to use any of the above-referenced Intellectual Property, it shall first obtain the written approval of the Commission. All materials and documents which were developed or prepared by the Contractor 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 Contractor. However, unless 223 17336.00013\30263337.1 APPENDIX B-11 otherwise identified and stated prior to execution of this Agreement, Contractor 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 Contractor a non-exclusive and perpetual license to copy, use, modify or sub-license any and all Intellectual Property otherwise owned by Contractor 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 Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without the prior written consent of Commission, be used by Contractor 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 participation in the Program. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use Commission's name or insignia, photographs of the Program, or any publicity pertaining to the Services or the Program 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. Contractor 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 Program 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. 3.21 Indemnification. Contractor shall defend, indemnify and hold the Commission, its directors, officials, officers, agents, Contractors, 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 224 17336.00013\30263337.1 APPENDIX B-12 alleged negligent acts, omissions or willful misconduct of the Contractor, its officials, officers, employees, agents, Contractors, and contractors arising out of or in connection with the performance of the Services, the Program or this Agreement, including without limitation, the payment of all consequential damages, attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor’s own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the Commission, its directors, officials, officers, agents, consultants, employees and volunteers. Contractor 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. Contractor 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. Contractor’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. 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 Contractors. The Commission reserves the right to employ other consultants in connection with this Program. 3.26 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties, and shall not be assigned by Contractor without the prior written consent of Commission. 3.27 Prohibited Interests and Conflicts. 3.27.1 Solicitation. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this 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 225 17336.00013\30263337.1 APPENDIX B-13 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 Contractor 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 Contractor 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 Contractor securing this or related Agreements with the Commission, is prohibited. 3.27.4 Employment Adverse to the Commission. Contractor 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. Contractor 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. Contractor shall also comply with all relevant provi- sions of Commission's Disadvantaged Business Enterprise program, Affirmative Action Plan or other related Commission programs or guidelines currently in effect or hereinafter enacted. 3.29 Subcontracting. Contractor 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. 3.32 No Waiver. Failure of Commission to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times. 3.33 Eight-Hour Law. Pursuant to the provisions of the California Labor Code, eight hours of labor shall constitute a legal day's work, and the time of service of 226 17336.00013\30263337.1 APPENDIX B-14 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-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 Contractor or the Services are not subject to the Eight-Hour Law. 3.34 Subpoenas or Court Orders. Should Contractor receive a subpoena or court order related to this Agreement, the Services or the Program, Contractor shall immediately provide written notice of the subpoena or court order to the Commission. Contractor 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, 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. 3.38 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. 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 227 17336.00013\30263337.1 APPENDIX B-15 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. 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. 3.44 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. [SIGNATURES ON FOLLOWING PAGE] 228 17336.00013\30263337.1 APPENDIX B-16 SIGNATURE PAGE TO RIVERSIDE COUNTY TRANSPORTATION COMMISSION VANPOOL SUBSIDY PROGRAM AGREEMENT WITH [___CONTRACTOR___] IN WITNESS WHEREOF, this Agreement was executed on the date first written above. RIVERSIDE COUNTY CONTRACTOR TRANSPORTATION COMMISSION [INSERT NAME OF CONTRACTOR] By: _________________________ By: ____________________________ [INSERT NAME] Signature Chairman __________________________ 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 * 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. 229 17336.00013\30263337.1 APPENDIX B-17 EXHIBIT "A" SCOPE OF SERVICES [___INSERT___] RCTC Vanpool Subsidy Program Scope of Work A. Project Description. RCTC seeks Proposals from qualified contractor(s) (“Contractor”) who possess the ability to lease vehicles to RCTC Vanpool Program applicants, with the individual who enters into a lease with the Contractor is referred to as the “Leaseholder.” The vanpool program is being administered by RCTC in the Western and Southern Portions of Riverside County (“Project” or “Vanpool Subsidy Program”). Refer to Figure 1 of a map of the RCTC Vanpool Program Service Area (“Service Area”). Figure 1 – RCTC Vanpool Program Service Area 230 17336.00013\30263337.1 APPENDIX B-17 Those vanpool passengers that take a lead role in the vanpool (“Vanpool Leads”) consist of the vanpool’s Leaseholder (who is also the applicant to the Vanpool Subsidy Program), the Primary Driver (if the Leaseholder is not also the Primary Driver), an Alternate Vanpool Reporter (if so designated by the Leaseholder) or an employer who leases the van on behalf of its employees. The Vanpool Leads are volunteer participants (“Participants”) in the Project. All other individuals that travel to and from a work location in the vanpool, are considered passengers (“Vanpool Passengers”) and are also voluntary participants in the Program. RCTC may award multiple agreements to Contractors selected resulting from this solicitation and reserves the right to award agreements for similar services outside of this RFP process. RCTC reserves the right to accept or waive proposal anomalies deemed insignificant or materially inconsequential. RCTC also reserves the right to not make any award from this procurement. Any Contractor selected by RCTC must provide maintenance, insurance, tow services, sales, marketing, customer service, and all other administrative services described further below. The Contractor must also assume all vehicle responsibilities and liabilities and ensure that vanpool drivers are qualified to operate the vehicle. The Project seeks to address transportation and employment concerns of various groups not able to be served efficiently by public transit. Of this unserved market, the groups that are the target market as a result of this RFP include government employees and other work forces of employers in the Service Area. The home end of the vanpools may originate in any county or area; however, the destination of the vanpool must be in the Service Area. RCTC reserves the right to select more than one Proposer (“Contractor”) as a result of this RFP. 231 17336.00013\30263337.1 APPENDIX B-17 The RCTC Vanpool Program is defined by the following characteristics that the Contractor and Leaseholder must comply with in order to qualify for and receive an ongoing subsidy: 1. a transit mode comprised of vans, small buses, or other vehicles that can transport seven (7) to 15 individuals (including the driver); 2. is dedicated to and operates as a ridesharing arrangement for the vehicles’ passengers (who are volunteers and unpaid to travel in the vanpool) at least 12 days during each calendar month; 3. travels at least 30 miles roundtrip directly between a home origin(s) and a regular work and/or vocational/post-secondary education destination(s), with the origin and/or destination being to or from the Servicer Area; and 4. maintains a minimum vanpool occupancy at 70% or higher at the time the application is submitted to RCTC for consideration and at 70% or higher on a monthly basis. The vehicles that will be subsidized under this program shall have a minimum seating capacity of seven (7) and a maximum capacity of 15, including the driver. The vanpool driver is a volunteer and shall not be paid by the Program for driving the vehicle. Vanpools must also be in compliance with the requirements stipulated in RCTC ’s Agreement, as well as compliance with all public transit rules, including the Federal Transit Administration’s (FTA) Americans with Disabilities Act (ADA) provisions and be open to the public. Applicants that apply for the Vanpool Subsidy Program must do so through the RCTC Vanpool Program module that will be incorporated into RCTC’s IE Commuter software program. The detailed procedures by which the Leaseholders apply for, maintain and report on vanpools, as well as how the Contractor will provide Leaseholder information and submit monthly invoices and annual reports, is under development. This online vanpool application, reporting and database system will be referred to throughout this RFP as the System (“System”). Prior to Vanpool Subsidy Program approval, the Leaseholder must enter into a month-to-month lease with the vanpool provider of his/her choice from the list of vanpool Contractor(s) selected via this RFP. The Leaseholder shall be responsible for coordinating fueling of the vehicle, arranging for regular maintenance and collecting monthly fares from passengers. Vanpool Leads and Passengers pay the balance of the monthly vanpool service charges, less the monthly subsidy from RCTC, and are also responsible for paying for additional operating costs, such as fuel, tolls, parking fees, etc., and these costs are not subsidized by RCTC. The Contractor, and not RCTC, will enter into a leasing agreement with the individual leasing the vehicle (“Leaseholder”). The Leaseholder will be the applicant to the Vanpool Subsidy Program, and RCTC will review and approve each Leaseholder’s application prior to that person being approved to participate in the Vanpool Subsidy Program. The Leaseholder shall lease the vehicle from the RCTC Contractor only, and said lease is subject to the following minimum criteria. Upon execution of a Contractor and RCTC Agreement (as a result of this RFP), the Contractor shall provide to RCTC for review and approval, Contractor’s standard Contractor/Leaseholder lease (“Standard Lease”). The Standard Lease shall in no event conflict with any term of this RFP or Contractor’s Standard Services Agreement with RCTC. The 232 17336.00013\30263337.1 APPENDIX B-17 template Contractor Standard Lease must be submitted and reviewed by RCTC prior to the commencement of the Vanpool Subsidy Program approval. The vanpool Contractor(s) shall provide the vehicles, equipment, supplies and other materials, maintenance, towing services, maintenance facilities, employees, insurance, and any other items necessary to provide the services in accordance with the RCTC Agreement. Should the Contractor provide vehicles that require alternative fuel (Electric, Natural Gas, Hydrogen, etc.), Contractor shall ensure that vehicle fueling and related infrastructure is reasonably available near the vanpool origin AND destination and alternative fueling infrastructure shall be addressed in the proposal. RCTC and its agents shall not be responsible for funding, installing, maintaining and/or availability of vehicle fueling infrastructure, or for fleet administration, including passenger fare collection. The Contractor assumes all legal and financial responsibility of vehicle operations. Proposers are encouraged to provide alternative fuel vehicles where the alternative fuel and maintenance are readily available at the home end AND the work end, and roadside assistance is available throughout each vanpool’s route. In addition, all alternative fuel vehicles provided shall have the ability to provide a round trip commute to adequately meet the commute distance of a given vanpool group. The Contractor(s) shall provide and enter required Contractor-related performance data needed for National Transit Database (NTD) reporting information, in a format identified by RCTC. RCTC shall pay Contractor up to $400.00 per month for each RCTC-approved vanpool registered in the Program. This amount is determined by RCTC in accordance with the FTA Capital Cost of Contracting policies. RCTC reserves the right to rescind the Subsidy Program at any time, for whatever reason, including but not limited to lack of funding. The balance of the monthly lease cost (as well as other vanpool program expenses) are paid by the Participants and Vanpool Passengers. The subsidy amount shall not exceed 50 percent of the total lease cost of each van unit. Where the subsidy is found to be in excess of 50% of the total lease cost of an individual van unit, the subsidy shall be reduced to an amount that is within the 50 percent threshold. For example, a van with a total lease cost of $700.00 would receive a reduced subsidy of $350.00 for that unit. Each vanpool application will be reviewed on an individual basis to determine the appropriate subsidy amount per the RCTC vanpool program guidelines. Averages of fleet-wide lease costs will not be considered. Based on a feasibility study conducted by RCTC in the summer of 2017, RCTC anticipates that the program will subsidize 130 vanpools by the end of Fiscal Year 2018-19, and 164 vanpools by the end of FY 2019-2020. However, RCTC does not make any guarantee, representation, or commitment that additional funding will be available to continually grow the number of participants. B. Contractor Responsibilities. RCTC will not administer van leases and will not provide 233 17336.00013\30263337.1 APPENDIX B-17 direct vehicle-related customer service. Instead, RCTC requires that the Contractor fulfill these roles. Actual van leases resulting from this Contract shall be solely between the Contractor and the Leaseholder. Contractor shall perform the responsibilities and provide the deliverables set forth in this Scope of Work at no additional cost to RCTC or the Leaseholder beyond the lease payments and subsidies provided for above. Contractor agrees to perform the following at no additional cost to RCTC or the Leaseholder: 1. Vehicle Offerings and Prices. The Contractor shall supply the vehicles, equipment, supplies and other materials, maintenance, towing services, maintenance facilities, insurance, and any other items necessary to provide the services in accordance with the RCTC Agreement. Contractor shall provide in its Proposal the vanpool monthly vehicle lease rates, showing the full lease rate by vanpool and by person, based on the daily round-trip mileage estimates and which are not adjusted by the Subsidy Amount, fuel, vehicle cleaning, or any additional costs. Proposers shall submit their vehicle lease rates for the current fiscal year on the Vehicle Cost Matrix Form, Attachment X, in response to this RFP. During the Contractor’s Agreement term, Contractor shall update the Vehicle Cost Matrix Form by June 1st of each year for the period of July 1st through June 30th of the following year (RCTC’s fiscal year period). At its discretion, RCTC may elect to post the vanpool vehicle lease rates on RCTC’s or other designated website(s) for general information purposes. 2. Vehicle Capacity, Age and Condition. Contractor shall make available vehicles that will seat a minimum of seven (7) passengers to a maximum of fifteen (15) passengers, including the driver. Leased vehicles shall be no more than three (3) model years old at the inception of the lease between Contractor and Leaseholder. No Vanpool Program leased vehicle shall ever exceed three (3) model years in age, or 100,000 miles, during the time period the vehicle is in service. Contractor shall replace any vehicle before that vehicle exceeds these limits with a vehicle no more than three (3) model years old. Contractor shall replace any vehicle that experiences two (2) or more mechanical failures / breakdowns in a one (1)-month period. All vehicles shall be in compliance with Federal Motor Vehicle Safety Standards (FMVSS), and all other applicable State and Federal laws and regulations. Contractors are responsible for vehicle inspections, licensing, and registration in accordance with applicable federal, state, and local laws. 3. Vehicle Equipment and Features. Contractor shall provide at a minimum, the following equipment and features with each vehicle at the time of delivery to Leaseholder. Should an RCTC physical inspection and/or audit find that Contractor is not compliant with contractual requirements, Contractor shall bring any non-compliant item into compliance within three (3) business days. Each vehicle’s equipment and features shall include, but not be limited to: a. First Aid Kit, fully stocked with sufficient supplies appropriate for the vehicle’s maximum passenger capacity; b. For compliance with California Vehicle Code Section 34509, fire extinguisher rated for at least Type A, B, and C fires and first aid kits for vehicles with a seating capacity of 11 to 15; c. Functioning seatbelts for all seated positions and driver, front passenger, and side 234 17336.00013\30263337.1 APPENDIX B-17 airbags consistent with the standard equipment specifications for the model year of the vehicle being leased; d. Power steering, automatic transmission, power windows and power locks; e. Air conditioning and heating; f. Bluetooth connectivity (if standard and available); g. Full floor carpeting and cloth seating; and h. AM/FM radio with CD player and audio auxiliary jack (if standard and available). RCTC reserves the right to conduct a physical inspection and audit of vehicles for compliance. Should RCTC find that Contractor is not compliant with contractual requirements that pertain to the vehicle safety, passenger safety, and/or vehicle operations and maintenance (to include, but not be limited to items B.3 (a) through (e) above), Contractor shall bring any non-compliant item(s) into compliance within one (1) business day or temporarily/permanently replace the non-compliant vehicle with a compliant vehicle. On all compliance issues that are not related to vehicle safety, passenger safety and/or vehicle operations and maintenance (including, B.3. (f) through (h) above), Contractor shall bring any non-compliant item(s) into compliance within five (5) business days or temporarily/permanently replace the non-compliant vehicle with a compliant vehicle. If Contractor fails to remedy/replace a non-compliant vehicle pursuant to the contractual terms, RCTC may withhold the monthly subsidy amount for each non-compliant vehicle. 4. Personal Use. The purpose of the lease shall be for home to work and/or vocational/post- secondary education commuter trips. Any use of the leased vehicle where the vehicle travels to locations other than from home to work and/or school and from work/and or school and back to the home end, is defined as Personal Use (“Personal Use”) of the leased vehicle. Personal Use of the vehicle may be negotiated between the Leaseholder and the Contractor, and if included in the lease, shall not exceed 20% of the total van miles driven during a calendar month period. The subsidy shall in no way be accounted for personal use of the vehicle in excess of 20% of the total van miles driven during a calendar month period. 5. Lease Term. Contractor shall charge Leaseholders a monthly lease rate not to exceed the Contractor’s annual pricing information. Actual lease rates may be less than as contained in the agreement or provided to RCTC on the 1st of June each year. All lease agreements must be on a month-to-month basis unless the Leaseholder requests and negotiates a longer lease term. Rates shall be provided for the current fiscal year as contained in the Vehicle Cost Matrix Form (Attachment X). 6. Marketing. Contractor shall seek to grow the Program by actively soliciting new customers and adding more vanpools to the Program. Contractor shall endeavor to increase the number of vans participating in the Program, by: a. Soliciting new customers and adding more vanpools in conjunction with market opportunities; b. Reducing the number of vanpool terminations due to loss of riders by actively assisting vanpools to fill empty seats; c. Refraining from directly soliciting existing vanpool participants with the intention 235 17336.00013\30263337.1 APPENDIX B-17 of increasing market share without contributing to the overall growth of the Program; d. Creating promotional materials that clearly describe the Contractor services, as well as RCTC’s role in the Program. All marketing materials that reference the Vanpool Program Subsidy shall, prior to distribution, be reviewed and approved by RCTC, and provided in a user-friendly, electronic format. e. Affixing on all Program vanpools a magnetic decal to be created, produced and provided by RCTC. The decal will display the program’s logo and/or other contact information. f. Allowing for placement of RCTC or partner materials in the interior of each leased van. g. Directing all new and potential Program Participants/applicants to the RCTC application, reporting and database tool/System; and h. Promoting RCTC’s vanpool tools and outreach materials, as well as IE Commuter website and resources, when conducting vanpool formation meetings. Marketing Deliverables shall include, but not be limited to: i. Monthly meetings or conference calls with RCTC staff to review the marketing and outreach activities conducted by Contractor during the prior month, and identify upcoming activities; ii. All Program-specific promotional materials distributed during the prior period; iii. Summaries of outreach efforts and meetings with employer or employee groups; and iv. Monthly Participant Lease invoices. 7. Customer Service. Contractor shall provide personnel necessary to offer timely and effective customer service and support to Program Participants. Identify contact information during business hours, as well as contact information during other non- business hour timeframes. 8. Insurance. Insurance coverage requirements are set out in Section X of the RCTC Agreement supplemented by the provisions of Section X. 9. Maintenance. Contractor shall: a. Employ a scheduled maintenance program, as well as an unscheduled repair program, to ensure continued reliability and performance of the vehicles used in the Program. b. Arrange and make available a vehicle repair service location that is within ten (10) miles of either the Participant’s home or work location. c. Identify situations where a Participant brings a vehicle to a repair facility vs. repair is done at Participant’s home/work end (such as windshield repair). d. Develop a set of procedures that ensure prompt reimbursement of Participants for incidental expenses or emergency repairs incurred; provide those procedures to RCTC. e. In the event of breakdown of a van or repair that extends beyond one (1) day, Contractor shall provide a replacement vehicle, in a timely manner, to minimize the delay of arrival to work, or to meet the vanpool group by shift end, or to complete 236 17336.00013\30263337.1 APPENDIX B-17 transportation home from work as applicable at the time of breakdown. f. RCTC reserves the right to conduct a physical inspection and audit of vehicles for compliance, as identified in Section X. 10. Towing Assistance. Contractor shall describe in its Proposal how it will provide emergency and towing assistance to leased vehicles while in service/operation and will be available at all times. This service shall include, but not be limited to, the repair of flat tires, gas/alternative fuel delivery, battery jumps and lock-out services. 11. Driver Selection, Orientation and Lease Revocation. Contractor shall provide to RCTC Contractor’s selection and orientation procedures for the vanpool’s primary driver and backup driver(s). Contractor shall identify Contractor’s criteria for revoking or suspending a lease or driver privileges and procedures/penalties if the Leaseholder were to terminate the lease. Selection, orientation and revocation and termination procedures shall be provided to RCTC. 12. Vehicle Changes. Contractor shall identify how vehicle changes occur, either on a temporary or permanent basis, for vanpool start-up, replacement and terminated vanpools. 13. Complaints/Grievances. Contractor shall identify how Participant complaints are handled and addressed, and at what point in time Contractor notifies RCTC of such complaints or grievances. 14. Periodic RCTC/Contractor Meetings. Contractor shall attend meetings as scheduled by RCTC. Meetings may occur during Program start-up, System orientation and training, and when new Contractor staff are assigned to the Program. RCTC may also schedule meetings to coordinate Contractor’s outreach and marketing efforts. Contractor shall provide the personnel and marketing resources necessary, and participate in scheduled marketing campaigns, events, and activities in coordination with RCTC. 15. Completeness/Effectiveness. Contractor shall assist RCTC to continuously improve Program effectiveness and to reduce Program administrative costs by: a. Providing timely and high-quality reporting; b. Facilitating the completion of periodic RCTC-provided surveys of Participants and Vanpool Passengers, which may include post-participation surveys for those that terminate their involvement with the program; and c. Actively participating in business process reviews and assist with the implementation of process improvements. 16. Reporting Support. Provide personnel and tools necessary to offer timely and accurate monthly and yearly reporting as required by RCTC and/or the NTD. The Contractor shall provide, and enter into a RCTC-prescribed format, all Contractor-related performance data needed for National Transit Database (“NTD”) reporting. The FTA may amend the NTD reporting requirements, and those requirements can be found at the FTA website at: https://www.transit.dot.gov/ntd. 17. Application Process. Contractor shall direct Leaseholders who will be applying to the Program, to prequalify to the Program’s System. Upon prequalification, the Leaseholder may only then submit an application through the System. RCTC will provide to the Leaseholder, the Primary Driver (if not the Leaseholder) as well as an Alternate Vanpool Reporter, a Participation Agreement that must be executed by all parties and submitted 237 17336.00013\30263337.1 APPENDIX B-17 into the RCTC System. The Contractor’s required information shall be submitted into the System, and shall include, but is not limited to, the Leaseholder’s vehicle make/year/model, vehicle size, PDF version of the vehicle checklist and lease, and lease start date. All completed applications that are entered into the System by the 20th of each month may be considered for enrollment in the Program for the following month. RCTC reserves the right to change application deadlines and subsidy start dates. 18. Approved Application Changes. Contractor shall make the following changes in the System, within three (3) business days of the occurrence: a. Termination of a vanpool, including the reason for termination; b. A change in the Leaseholder of an approved vanpool and the new lease agreement; c. Change in date of vanpool lease; d. Address or phone number change for Participants; e. Vehicle change, including the new make/model/year, size and new vehicle ID; f. Change in monthly lease amount; and/or g. Contractor change of a vanpool. 19. Emergency Ride Home. Proposer shall describe if and how it intends to provide a specific number of annual rides home to a Participant and/or a Vanpool Passenger who experiences a mid-day emergency such as flood/fire to the home, illness of self or dependent (not work related). C. Contractor Deliverables. During the course of the RCTC’s Agreement period, Contractor shall: 1. Enter Contractor-required information into the System by the 20th of each month, for subsidies that may commence on the 1st of the following month (pending RCTC approval). 2. Submit into the System by the 7th of each month, a Contractor invoice in a Microsoft Excel format that provides the following information in each column, for vanpools subsidized in the prior calendar month period: a. RCTC Agreement number, addressed to the RCTC Vanpool Project Manager; b. Date invoice was generated and the period of performance (will always be a calendar month period); c. The number of spare vehicle units available to the Program during the Period: d. Sequential count of Vans in the month period subsidized by; e. RCTC Vanpool ID; f. Contractor Vehicle number; g. Contractor Agreement number with Leaseholder; h. Leaseholder first name; i. Leaseholder last name; j. Vanpool start date; k. Total lease cost; l. RCTC Subsidy amount; m. Vanpool Termination date (if terminated); and n. All other relevant information, comments and notes regarding the status of each 238 17336.00013\30263337.1 APPENDIX B-17 vanpool and the Program (such as if there were a Leaseholder change during the month). If an Invoice has any discrepancy and is not consistent with the System information/data, RCTC will return the invoice to Contractor for corrections to the invoice or into the System, and then Contractor will re-submit the invoice to RCTC. RCTC will not disperse subsidies for Vanpools that were not approved by RCTC during the month period. 3. Along with the monthly invoice submittal, Contractor shall provide for the same monthly invoice period a summary the following reports and activities: a. Regional sales and outreach activities, b. If any, ADA vehicles were requested, by Vanpool ID and Contractor Vehicle number, and Contractor response, c. If any, major mechanical system failures, by Vanpool ID and Contractor Vehicle number, and Contractor response, d. If any, other mechanical system failures, by Vanpool ID and Contractor Vehicle number, and Contractor response, and e. By Program Vanpool ID and Contractor Vehicle number, any major incidents or accident (defined as resulting in a fatality or property damage in excess of $25,000), or non-major incidents or accidents (defined as resulting in more than $7,500 but less than $25,000 in property damage and/or results in any injury that requires medical attention away from the scene of the incident), and Contractor response, and such other relevant information as RCTC may require. f. Contractor shall update current Program and Leaseholder changes by the last day of the month that the change took effect. 4. Submit to RCTC required annual NTD reports and forms, by no later than the fifteenth (15th) day of August each year, based on RCTC’s annual fiscal year (July 1st through June 30th). Contractor will submit the information into the System, which shall include, but not be limited to: a. Leaseholder Yearly Lease Cost Report. Per line item the report includes: i. RCTC Vanpool ID and Contractor Vehicle unit number; ii. Leaseholder’s and Primary Driver’s first and last name; and iii. Lease cost listed monthly per Contractor vehicle unit. b. Beginning and ending odometer readings of ALL vehicles assigned to the Program, during the fiscal year period. The summary should include the following information: i. Year, make, model, passenger capacity, and style (luxury or bench) for each fleet; ii. Total number of vehicles in each fleet; iii. RCTC Vanpool ID and Contractor vehicle unit numbers; and iv. Starting and ending odometer information for each fleet vehicle for those miles travelled by the vehicles assigned to the RCTC fleet during the fiscal year. Mileage accrued while a vehicle was in service for another region should not be included. c. Detail of Contractor’s costs incurred (as required on NTD Form F-40) including the 239 17336.00013\30263337.1 APPENDIX B-17 following three (3) categories: i. Administrative, ii. Operating and iii. Maintenance. This Financial Report (NTD Form F-40) will not be accepted unless costs are separated in the above three categories. d. NTD Revenue Vehicle Failures, which requires details of vehicle failures (as required on NTD Form R-20). e. NTD Energy Report (as required on NTD Form R-30). f. Details of vehicle maintenance performed, to include, but not be limited to a log/record of all maintenance, inspections, servicing and repairs performed for each vehicle, including the dates of service, odometer readings, and descriptions of the work performed. Failure to provide the annual reports within the time requirements stated in this section above will result in the withholding of any subsidy payment until the annual reports are submitted in their entirety to RCTC. 240 17336.00013\30263337.1 APPENDIX B-18 EXHIBIT "B" VEHICLE SUBSIDY Fifty percent (50%) of the total lease cost per Vehicle, not to exceed Four Hundred Dollars ($400) per Vehicle. 241 AGENDA ITEM 8 Agenda Item 8 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: January 10, 2018 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 Mid-Year Revenue Projections STAFF RECOMMENDATION: This item is for the Commission to: 1)Approve the mid-year Fiscal Year 2017/18 revenue projections of $181 million for Measure A revenues, $91 million for Local Transportation Fund (LTF) revenues, and $21 million for Transportation Uniform Mitigation Fee (TUMF) revenues; 2)Approve the budget increase adjustments to LTF transfers in of $450,000, and expenditures and transfers out of $563,000 to reflect the revised LTF projections. BACKGROUND INFORMATION: Prior to the beginning of FY 2017/18, 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 that Measure A and LTF receipts are 5.6 percent and 8.6 percent higher, respectively, for the six months ended December 31, 2017, compared to the same period last year. TUMF revenues for the three months ended September 2017 are 39 percent higher than the same period last year. The overall upward trend in receipts over the past six months reflects continued improvement in sales tax revenues as well as TUMF revenues compared to the actual receipts during the same period in FY 2016/17. For comparison purposes, the FY 2016/17 actual revenues reflected an increase of 4.6 percent and 5.3 percent in Measure A and LTF revenues, respectively, from the FY 2015/16 levels. FY 2017/18 TUMF receipts to date are higher than the FY 2016/17 trend; however, monthly TUMF receipts tend to fluctuate significantly – making it difficult to identify and project any trend. For example, FY 2016/17 TUMF revenues were 1 percent lower than FY 2015/16, which was the highest level since FY 2006/07. Growth in sales tax revenues continues, partially due to continued gains in the local labor market. The unemployment rate continues to decrease and new jobs are being added across a broad base, including construction; leisure and hospitality; transportation, warehouse, and utilities; and manufacturing. Home sale transactions are slowly increasing and are affected by a lack of 242 Agenda Item 8 inventory. These indicators support a robust economy that is “one of the state’s fastest growing in recent years”, according to the 8th Annual Inland Empire Economic Forecast Conference. Nonetheless, staff will continue to take an optimistic yet conservative approach to this year’s mid-year projection analysis based on the revenue trend noted through December 2017. Staff recommends the Commission increase the current year revenue projections for Measure A, LTF, and TUMF revenues projections as follows: Revenue Projections Original (January 2017) FY 2017/18 Budget Revised for Mid- Year Adjustment Increase from Budget Measure A $ 176,000,000 $ 176,000,000 $ 181,000,000 $5,000,000 LTF 88,000,000 88,000,000 91,000,000 3,000,000 TUMF 20,000,000 20,000,000 21,000,000 1,000,000 For reference purposes, audited revenues for FY 2016/17 were approximately $175,320,000 (Measure A), $88,207,000 (LTF), and $19,595,000 (TUMF). The Measure A and LTF revenue revised projections for FY 2017/18 are 3.3 percent and 3.2 percent higher than the FY 2016/17 actual revenues, respectively. The TUMF revenue projection reflects the prior fiscal year’s actual revenue with a 7 percent increase based on current receipt 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 a change in the Measure A revenue projections, adjustments are required for LSR expenditures and Coachella Valley highways and regional arterials expenditures. The LTF audit was completed and financial statements were issued in October 2017. Staff revised the original LTF projections to include the carryover that is available to the local governments and transit agencies in the amount of approximately $12,002,000. Staff estimates the LTF administrative allocation to the Commission remains unchanged at $1,142,000. Expenditure adjustments are required for Commission and Southern California Association of Governments planning of approximately $450,000 and $113,000, 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 $289,000 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 $12,735,000 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. Upon Commission approval, staff will provide this updated information to the necessary local governments and transit operators. Additionally, staff will continue to monitor FY 2017/18 revenues to determine if any adjustments to the revenue projections or Measure A and LTF administration are necessary. 243 Agenda Item 8 Financial Information In Fiscal Year Budget: No Year: FY 2017/18 Amount: $9,450,000 additional sources $2,131,000 additional uses Source of Funds: 2009 Measure A, LTF, TUMF Budget Adjustment: Yes GL/Project Accounting No.: $ 3,000,000 601 62 40102 450,000 601 62 97001 450,000 106 65 59001 113,000 601 62 86205 1,242,000 001001 401 40101 101 1X 40101 882,000 623999 401 40101 262 31 40101 320,000 613999 401 40101 261 31 40101 177,000 654199 401 40101 265 33 40101 44,000 269 62 40101 55,000 260 26 40101 18,000 270 26 40101 44,000 632199 401 40101 263 41 40101 258,000 266 72 40101 839,000 267 71 40101 233,000 264 19 40101 35,000 683999 401 40101 268 31 40101 416,000 563999 401 40101 256 31 40101 291,000 257 71 40101 124,000 258 26 40101 22,000 234 71 40101 839,000 267 71 86104 416,000 256 31 86405 291,000 257 71 86104 22,000 234 71 86104 500,000 725000 416 41607 210 72 42110 500,000 735000 416 41607 210 73 42110 Fiscal Procedures Approved: Date: 12/15/2017 Attachments: 1)Measure A Program Allocation FY 2017/18 2)Riverside County LTF FY 2017/18 Apportionment 244 REVISED (01.10.18) ORIGINAL (01.11.17) Increase (Decrease) Revenues 181,000,000$ 176,000,000$ 5,000,000$ Less: Administration2 4,642,000 3,400,000 1,242,000 APPORTIONMENT TO PROGRAMS 176,358,000$ 172,600,000$ 3,758,000$ Western County Highway Improvements 41,383,000$ 40,501,000$ 882,000$ New Corridors 15,011,000 14,691,000 320,000 Public Transit Commuter Rail 8,277,000 8,100,000 177,000 Intercity Bus 2,069,000 2,025,000 44,000 Specialized Transit-Operations 2,586,000 2,531,000 55,000 Specialized Transit-CTSA 862,000 844,000 18,000 Commuter Services 2,029,000 1,985,000 44,000 Regional Arterial 12,171,000 11,913,000 258,000 Local Streets & Roads 39,354,000 38,515,000 839,000 BANNING 564,000$ 552,000 12,000 BEAUMONT 590,000 - 590,000 CALIMESA 158,000 155,000 3,000 CANYON LAKE 177,000 174,000 3,000 CORONA 4,036,000 3,950,000 86,000 EASTVALE 1,282,000 1,255,000 27,000 HEMET 1,692,000 1,656,000 36,000 JURUPA VALLEY 1,937,000 1,896,000 41,000 LAKE ELSINORE 1,308,000 1,280,000 28,000 MENIFEE 1,660,000 1,624,000 36,000 MORENO VALLEY 3,912,000 3,829,000 83,000 MURRIETA 2,349,000 2,299,000 50,000 NORCO 657,000 643,000 14,000 PERRIS 1,508,000 1,476,000 32,000 RIVERSIDE 7,438,000 7,280,000 158,000 SAN JACINTO 854,000 836,000 18,000 TEMECULA 2,993,000 2,929,000 64,000 WILDOMAR 617,000 604,000 13,000 RIVERSIDE COUNTY 5,327,000 5,211,000 116,000 RCTC Regional Arterial 295,000 866,000 (571,000) Bond Financing 10,954,000 10,721,000 233,000 Economic Development Projects 1,623,000 1,588,000 35,000 SUBTOTAL―Western County 136,319,000 133,414,000 2,905,000 Coachella Valley Highways & Regional Arterials 19,501,000 19,085,000 416,000 Local Street & Roads 13,651,000 13,360,000 291,000 CATHEDRAL CITY 1,493,000$ 1,461,000 32,000 COACHELLA 615,000 602,000 13,000 DESERT HOT SPRINGS 476,000 466,000 10,000 INDIAN WELLS 237,000 232,000 5,000 INDIO 1,907,000 1,866,000 41,000 LA QUINTA 1,481,000 1,449,000 32,000 PALM DESERT 2,718,000 2,660,000 58,000 PALM SPRINGS 2,051,000 2,007,000 44,000 RANCHO MIRAGE 893,000 874,000 19,000 RIVERSIDE COUNTY 1,781,000 1,743,000 38,000 Specialized & Public Transit 5,850,000 5,726,000 124,000 SUBTOTAL―Coachella Valley 39,002,000 38,171,000 831,000 Palo Verde Valley Local Street & Roads 1,037,000 1,015,000 22,000 BLYTHE 844,000$ 826,000 18,000 RIVERSIDE COUNTY 193,000 189,000 4,000 SUBTOTAL―Palo Verde Valley 1,037,000 1,015,000 22,000 TOTAL 176,358,000$ 172,600,000$ 3,758,000$ Notes: 1 Estimate for Planning Purposes, subject to change and rounding differences. 2 Beginning in FY 2017/18, administrative costs are allocated in accordance with a cost allocation plan on a quarterly basis. RIVERSIDE COUNTY TRANSPORTATION COMMISSION MEASURE A PROGRAM ALLOCATION (PROJECTION)1 FY 2017/18 (Revised (1/10/18) ATTACHMENT 1 245 Revised Revised Original Projection Projection Projection (Decrease) (01/10/2018)(3/31/2017)(1/11/2017) Increase Estimated Carryover (Unapportioned)12,002,000$ -$-$12,002,000$ Estimated Receipts 91,000,000 88,000,000 88,000,000 3,000,000 TOTAL 103,002,000 88,000,000 88,000,000 15,002,000 Less: County Auditor-Controller Administration 12,000 12,000 12,000 - Less: RCTC Administration 1,142,000 1,142,000 1,050,000 - Less: RCTC Planning (3% of revenues)3,090,000 2,640,000 2,640,000 450,000 Less: SCAG Planning (3/4 of 1% of revenues)773,000 660,000 660,000 113,000 BALANCE 97,985,000 83,546,000 83,638,000 14,439,000 Less: SB 821 (2% of balance)1,960,000 1,671,000 1,673,000 289,000 BALANCE AVAILABLE BEFORE RESERVES 96,025,000 81,875,000 81,965,000 14,150,000 Less: 10% Transit Reserves 9,603,000 8,188,000 8,197,000 1,415,000 BALANCE AVAILABLE FOR APPORTIONMENT 86,422,000$ 73,687,000$ 73,768,000$ 12,735,000$ Revised FY 2017/18 Revised FY 2017/18 Revised FY 2017/18 Original Projections Population Apportionment Apportionment Apportionment (Decrease) APPORTIONMENT Population % of Total (01/10/2018)(3/31/2017)(1/11/2017) Increase Western:1,868,306 79.58%68,771,000$ 58,637,000$ 58,701,000$ 10,134,000$ Rail 22%15,130,000 12,900,000 12,913,000 2,230,000 Transit 78%53,641,000 45,737,000 45,788,000 7,904,000 Coachella Valley 454,097 19.34%16,715,000 14,252,000 14,268,000 2,463,000 Palo Verde Valley 25,425 1.08%936,000 798,000 799,000 138,000 2,347,828 100.00%86,422,000$ 73,687,000$ 73,768,000$ 12,735,000$ ALLOCATION OF TRANSIT RESERVES(in accordance with Reserve Policy adopted January 12, 2005): Western: Rail 1,682,000$ Transit: RTA 4,942,000$ Banning 185,000 Beaumont 256,000 Corona 236,000 Riverside 341,000 Subtotal Transit 5,960,000$ 5,960,000 Subtotal Western 7,642,000 Coachella Valley 1,857,000 Palo Verde Valley 104,000 Total Reserves 9,603,000$ NOTES: Estimate for Planning Purposes, subject to change and rounding differences. Rounded to the nearest thousand. 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 (REVISED 01/10/2018) N:\LTF\REVISED_2017-2018 Apportionments Midyear 01.10.18.xlsx 12/15/20171:06 PM ATTACHMENT 2 246 AGENDA ITEM 9 Agenda Item 9 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: January 10, 2018 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 2018/19 Revenue Projections STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve the projections for Measure A revenues of $187 million for Fiscal Year 2018/19; 2) Approve the projections of the Local Transportation Fund (LTF) apportionment of $94 million for the Western Riverside County, Coachella Valley, and Palo Verde Valley areas for FY 2018/19; and 3) Approve the projections for Transportation Uniform Mitigation Fee (TUMF) revenues of $21 million for FY 2018/19. 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, including 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 2018/19 represents the tenth year of the 30-year term of the 2009 Measure A. The Measure A projection for FY 2018/19 is $187 million. The estimate is based on the mid-year projection of $181 million for FY 2017/18 and a 3.3 percent increase over the 247 Agenda Item 9 FY 2017/18 estimate. This increase is conservative and represents cautious optimism based on current economic forecast information and recent fiscal year trends. This projection will become the basis for the preparation of the FY 2018/19 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 approximately $4,750,000, which is about 2.5 percent of Measure A revenues, the amount available for distribution to the three geographic areas is $182,250,000, which is allocated as follows: Geographic Area Amount Western Riverside County $ 141,470,000 Coachella Valley 39,812,000 Palo Verde Valley 968,000 Total $ 182,250,000 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 2019 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 2018/19 LTF apportionment based on a revenue estimate of $94 million. The estimate will be submitted to the County for its concurrence. The estimate is based on the mid-year projection of $91 million for FY 2017/18 and assumes a 3.3 percent increase over the FY 2017/18 estimate. This increase is conservative and represents cautious optimism based on 248 Agenda Item 9 current economic forecast information. After the deductions for administration of approximately $1,182,000 and set-asides of approximately $5,311,000, the amount available for apportionment before reserves is approximately $87,507,000. The balance available for apportionment before reserves is as follows: Geographic Area Amount Western Riverside County $ 69,671,000 Coachella Valley 16,889,000 Palo Verde Valley 947,000 Total $ 87,507,000 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 2018/19, 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 2016/17 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 (WRCOG), the administrator of the TUMF program, the Commission receives 48.7 percent of the TUMF revenues, after an administrative allocation for WRCOG. The revenue estimate for FY 2018/19 is $21 million. The estimate is based on the projection for FY 2017/18 and assumes no increase due to the fluctuating nature of TUMF revenues. 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 2017/18 revenues during the development of the FY 2018/19 budget to determine if any adjustments to the revenue projections are necessary. 249 Agenda Item 9 Financial Information In Fiscal Year Budget: N/A Year: FY 2018/19 Amount: $187,000,000 Measure A; $94,000,000 LTF; $21,000,000 TUMF Source of Funds: Measure A, LTF, and TUMF Budget Adjustment: N/A GL/Project Accounting No.: Measure A $ 4,750,000 001001 401 40101 101 1X 40101 42,946,000 623999 401 40101 262 31 40101 15,579,000 613999 401 40101 261 31 40101 8,589,000 654199 401 40101 265 33 40101 2,148,000 269 62 40101 2,684,000 260 26 40101 895,000 270 26 40101 2,105,000 632199 401 40101 263 41 40101 12,631,000 266 72 40101 40,841,000 267 71 40101 11,368,000 264 19 40101 1,684,000 683999 401 40101 268 31 40101 19,906,000 563999 401 40101 256 31 40101 13,934,000 257 71 40101 5,972,000 258 26 40101 968,000 234 71 40101 LTF 94,000,000 601 62 40102 TUMF 10,500,000 725000 416 41607 210 72 42110 10,500,000 735000 416 41607 210 73 42110 Fiscal Procedures Approved: Date: 12/15/2017 Attachments: 1) Measure A Program Allocation FY 2018/19 2) Riverside County LTF FY 2018/19 Apportionment 250 Revenues 187,000,000$ Less: Administration2 4,750,000 APPORTIONMENT TO PROGRAMS 182,250,000$ Western County Highway Improvements 42,946,000$ New Corridors 15,579,000 Public Transit Commuter Rail 8,589,000 Intercity Bus 2,148,000 Specialized Transit-Operations 2,684,000 Specialized Transit-CTSA 895,000 Commuter Services 2,105,000 Regional Arterial 12,631,000 Local Streets & Roads 40,841,000 BANNING 586,000$ BEAUMONT 921,000 CALIMESA 167,000 CANYON LAKE 185,000 CORONA 4,143,000 EASTVALE 1,317,000 HEMET 1,767,000 JURUPA VALLEY 2,015,000 LAKE ELSINORE 1,354,000 MENIFEE 1,731,000 MORENO VALLEY 4,025,000 MURRIETA 2,431,000 NORCO 679,000 PERRIS 1,630,000 RIVERSIDE 7,663,000 SAN JACINTO 879,000 TEMECULA 3,184,000 WILDOMAR 641,000 RIVERSIDE COUNTY 5,523,000 Bond Financing 11,368,000 Economic Development Projects 1,684,000 SUBTOTAL―Western County 141,470,000 Coachella Valley Highways & Regional Arterials 19,906,000 Local Street & Roads 13,934,000 CATHEDRAL CITY 1,490,000$ COACHELLA 608,000 DESERT HOT SPRINGS 477,000 INDIAN WELLS 266,000 INDIO 1,957,000 LA QUINTA 1,525,000 PALM DESERT 2,798,000 PALM SPRINGS 2,118,000 RANCHO MIRAGE 924,000 RIVERSIDE COUNTY 1,771,000 Specialized & Public Transit 5,972,000 SUBTOTAL―Coachella Valley 39,812,000 Palo Verde Valley Local Street & Roads 968,000 BLYTHE 779,000$ RIVERSIDE COUNTY 189,000 SUBTOTAL―Palo Verde Valley 968,000 TOTAL 182,250,000$ Notes: 1 Estimate for Planning Purposes, subject to change and rounding differences. 2 RIVERSIDE COUNTY TRANSPORTATION COMMISSION MEASURE A PROGRAM ALLOCATION (PROJECTION)1 FY 2018/19 Beginning in FY 2017/18, administrative costs are allocated in accordance with a cost allocation plan on a quarterly basis. ATTACHMENT 1 251 Estimated Carryover (Unapportioned)-$ Estimated Receipts 94,000,000 TOTAL 94,000,000 Less: County Auditor-Controller Administration 12,000 Less: RCTC Administration 1,170,000 Less: RCTC Planning (3% of revenues)2,820,000 Less: SCAG Planning (3/4 of 1% of revenues)705,000 BALANCE 89,293,000 Less: SB 821 (2% of balance)1,786,000 BALANCE AVAILABLE BEFORE RESERVES 87,507,000 Less: 10% Transit Reserves 8,751,000 BALANCE AVAILABLE FOR APPORTIONMENT 78,756,000$ Population Apportionment APPORTIONMENT Population % of Total (01/10/2018) Western: 1,898,719 79.62% 62,704,000$ Rail 22%13,795,000 Transit 78%48,909,000 Coachella Valley 460,275 19.30%15,200,000 Palo Verde Valley 25,790 1.08%852,000 2,384,783 100.00%78,756,000$ ALLOCATION OF TRANSIT RESERVES (in accordance with Reserve Policy adopted January 12, 2005): Western: Rail 1,533,000$ Transit: RTA 4,493,000$ Banning 150,000 Beaumont 227,000 Corona 200,000 Riverside 364,000 Subtotal Transit 5,434,000$ 5,434,000 Subtotal Western 6,967,000 Coachella Valley 1,689,000 Palo Verde Valley 95,000 Total Reserves 8,751,000$ NOTES: Estimate for Planning Purposes, subject to change and rounding differences. Rounded to the nearest thousand. Population Source: California Department of Finance, Demographic Research Unit as of January 1, 2017 Allocation of Reserves: FY 2016/17 SRTP Funding Allocations Approved 7/13/16 RIVERSIDE COUNTY LOCAL TRANSPORTATION FUND FY 2018/19 APPORTIONMENT (01/10/2018) N:\LTF\2018-2019 Apportionments 01.10.18.xlsx 12/15/20171:51 PM ATTACHMENT 2 252 Theresia Trevino Chief Financial Officer Annual Revenues Update FY 2018 & FY 2019 Revenue Projections JANUARY 10, 2018 FY 2018 & FY 2019 Revenues •Current trends •Economic data •Historical data Analysis •Measure A •½% local transaction and use tax •Place of consumption •LTF •¼% of state sales tax •Point of sale •TUMF •Western County development fee Revenues •FY 2017/18 •Midyear revision •FY 2018/19 •Budget development Projections Measure A Revenue Allocations JANUARY 10, 2018 FY 2018 & FY 2019 Revenues •30% Highways •29% Local Streets & Roads •Allocation to County/cities based on 75% population, 25% taxable sales •12% Public Transit •11% New Corridors •9% Regional Arterials •8% Bond Financing •1% Economic Development Incentives Western County •50% Highways & Regional Arterials •35% Local Streets & Roads •Allocation to County/cities based on 50% dwelling units, 50% taxable sales •15% Public Transit Coachella Valley •100% Local Streets & Roads •Allocation to County/city based on 75% population, 25% taxable sales Palo Verde Valley By Geographic Area Based on taxable sales by area Analysis JANUARY 10, 2018 FY 2018 & FY 2019 Revenues Overall Employment Housing Revenues •Robust economy •One of state’s fastest growing in recent years •Decreasing unemployment rate •New jobs across broad base •Sales slowly increasing •Affected by lack of inventory •Unknown tax reform impact •Sales tax growth since recession •TUMF fluctuations Measure A by Economic Category JANUARY 10, 2018 FY 2018 & FY 2019 Revenues % of Total/% Change RCTC State Wide San Bernardino County Orange County S.F. Bay Area Sacramento Valley Central Valley South Coast North Coast Central Coast General Retail 28.6 / 3.4 28.1 / 0.9 26.3 / 5.9 30.4 / 1.3 26.2 / -0.7 27.4 / 1.2 31.4 / 6.4 28.8 / 0.0 28.4 / 0.2 31.1 / -6.2 Food Products 17.8 / 5.2 21.1 / 4.0 15.3 / 3.7 19.1 / 4.1 22.4 / 3.1 17.2 / 4.8 16.9 / 4.8 22.4 / 4.4 18.7 / 2.4 30.8 / -7.4 Transportation 25.1 / 2.9 23.8 / 2.5 27.7 / 2.2 20.3 / 1.8 21.2 / 4.9 28.6 / 5.4 25.9 / 3.3 23.1 / 1.0 30.2 / 1.7 22.7 / 3.8 Construction 10.9 / 5.3 9.4 / -1.2 8.6 / -27.0 9.2 / 1.6 9.5 / 1.2 11.6 / 2.8 11.9 / 1.7 8.3 / 0.8 13.7 / 2.7 8.3 / -16.6 Business to Business 15.3 / 3.6 16.4 / 1.4 20.1 / 3.0 18.5 / 1.9 19.4 / -1.9 14.0 / 0.7 12.4 / 1.3 16.2 / 2.2 8.0 / -5.2 6.3 / -3.8 Miscellaneous 2.3 / 11.8 1.3 / 7.7 2.0 / 74.0 2.5 / 3.4 1.3 / 1.4 1.2 / -24.9 1.6 / 11.4 1.2 / 7.5 1.0 / 4.6 0.9 / -18.7 Total 100.0 / 4.0 100.0 / 1.9 100.0 / 0.9 100.0 / 2.1 100.0 / 1.3 100.0 / 2.7 100.0 / 4.2 100.0 / 1.7 100.0 / 1.0 100.0 / -5.5 General Retail: Apparel Stores, Department Stores, Furniture/Appliances, Drug Stores, Recreation Products, Florist/Nursery, and Misc. Retail Food Products: Restaurants, Food Markets, Liquor Stores, and Food Processing Equipment Construction: Building Materials Retail and Building Materials Wholesale Transportation: Auto Parts/Repair, Auto Sales -New, Auto Sales -Used, Service Stations, and Misc. Vehicle Sales Business to Business: Office Equip., Electronic Equip., Business Services, Energy Sales, Chemical Products, Heavy Industry,Light Industry, and Leasing Miscellaneous: Health & Government, Miscellaneous Other, and Closed Account Adjustments Source: MuniServices (2Q 2017) Economic Category Trends JANUARY 10, 2018 FY 2018 & FY 2019 Revenues Source: MuniServices (2Q 2017 by benchmark year) $0 $5,000,000 $10,000,000 $15,000,000 $20,000,000 $25,000,000 $30,000,000 $35,000,000 $40,000,000 $45,000,000 $50,000,000 YE 2010Q2 YE 2011Q2 YE 2012Q2 YE 2013Q2 YE 2014Q2 YE 2015Q2 YE 2016Q2 YE 2017Q2 General Retail Food Products Transportation Construction Business To Business Miscellaneous Measure A Top 3 Economic Segments JANUARY 10, 2018 FY 2018 & FY 2019 Revenues Source: MuniServices (2Q 2017) RCTC State Wide San Bernardino County Orange County S.F. Bay Area Sacramento Valley Central Valley South Coast North Coast Central Coast Largest Segment Restaurants Restaurants Restaurants Restaurants Restaurants Restaurants Department Stores Service Stations Auto Sales - New Restaurants % of Total/% Change 11.6 / 6.5 15.0 / 4.8 10.4 / 5.5 13.9 / 4.9 16.0 / 3.1 16.5 / 5.3 13.2 / 2.0 18.6 / -55.5 12.2 / 6.1 22.0 / -7.9 2nd Largest Segment Auto Sales - New Auto Sales - New Department Stores Auto Sales - New Auto Sales - New Auto Sales - New Auto Sales - New Restaurants Restaurants Auto Sales - New % of Total/% Change 11.4 / 5.2 11.4 / 4.6 10.4 / 2.9 9.8 / 3.5 11.4 / 6.8 11.3 / 2.8 11.0 / 7.1 14.6 / -32.2 10.9 / 3.0 10.9 / 18.9 3rd Largest Segment Department Stores Department Stores Auto Sales - New Misc. Retail Department Stores Department Stores Restaurants Auto Sales - New Department Stores Misc. Retail % of Total/% Change 9.2 / 1.6 9.2 / 0.0 10.1 / 6.4 9.6 / 1.8 7.5 / -1.2 8.9 / -0.7 10.9 / 5.4 12.0 / 10.1 10.6 / -2.1 10.3 / -8.5 Economic Segment Trends JANUARY 10, 2018 FY 2018 & FY 2019 Revenues Source: MuniServices (2Q 2017 by benchmark year) $- $5,000,000 $10,000,000 $15,000,000 $20,000,000 $25,000,000 YE 2010Q2 YE 2011Q2 YE 2012Q2 YE 2013Q2 YE 2014Q2 YE 2015Q2 YE 2016Q2 YE 2017Q2 Apparel Stores Department Stores Service Stations Miscellaneous Retail Restaurants Food Markets Auto Sales - New Bldg.Matls-Whsle Bldg.Matls-Retail Light Industry Measure A Projections JANUARY 10, 2018 FY 2018 & FY 2019 Revenues $0 $20,000,000 $40,000,000 $60,000,000 $80,000,000 $100,000,000 $120,000,000 $140,000,000 $160,000,000 $180,000,000 $200,000,000 2011 2012 2013 2014 2015 2016 2017 2018 2019 Actual Projection YTD receipts 5.6% higher than Dec 2016 •$5 million midyear increase •3.3% above FY 2017 actuals FY 2018: $181 million •3.3% increase over FY 2018 projection FY 2019: $187 million Measure A Revenue Allocation JANUARY 10, 2018 FY 2018 & FY 2019 Revenues $4,642,000 $136,319,000 $39,002,000 $1,037,000 FY 2018 -$181 million Administration Western County Coachella Valley Palo Verde Valley $4,750,000 $141,470,000 $39,812,000 $968,000 FY 2019 -$187 million Administration Western County Coachella Valley Palo Verde Valley LTF Projections JANUARY 10, 2018 FY 2018 & FY 2019 Revenues $- $10,000,000 $20,000,000 $30,000,000 $40,000,000 $50,000,000 $60,000,000 $70,000,000 $80,000,000 $90,000,000 $100,000,000 2011 2012 2013 2014 2015 2016 2017 2018 2019 Actual Projection FY 2019: $94 million 3.3% increase over FY 2018 projection FY 2018: $91 million $3 million midyear increase 3.2% above FY 2017 actuals YTD receipts 8.6% higher than Dec 2016 Western County TUMF Projections JANUARY 10, 2018 FY 2018 & FY 2019 Revenues $- $5,000,000 $10,000,000 $15,000,000 $20,000,000 $25,000,000 2011 2012 2013 2014 2015 2016 2017 2018 2019 Actual Projection YTD receipts higher than Sept 2016 FY 2018: $21 million •$1 million midyear increase •7% above FY 2017 actuals FY 2019: $21 million •No change from FY 2018 projection Next Steps JANUARY 10, 2018 FY 2018 & FY 2019 Revenues FY 2017/18 midyear projections •Board approval •Budget adjustments •Advise local jurisdictions FY 2018/19 projections •Board approval •Budget development •Advise local jurisdictions Monitor revenue trends •Propose adjustments as necessary AGENDA ITEM 10 Agenda Item 10 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: January 10, 2018 TO: Riverside County Transportation Commission FROM: Shirley Medina, Planning and Programming Director THROUGH: Anne Mayer, Executive Director SUBJECT: Senate Bill 1 Solutions for Congested Corridors Program – Project Nomination STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve submitting an application to the California Transportation Commission (CTC) for Senate Bill 1 (SB 1) Solutions for Congested Corridors Program (CCP) funds for the State Routes 71/91 (71/91) Interchange Connector project; 2) Approve a 20 percent local match of approximately $24.3 million in federal Surface Transportation Block Grant (STBG) funds and/or 2009 Measure A Western County New Corridor funds; and 3) Authorize the Executive Director, pursuant to legal counsel review, to execute agreements with the CTC and/or Caltrans for the 71/91 Interchange Connector project. BACKGROUND INFORMATION: The guidelines for the SB 1 Solutions for CCP were adopted by the CTC on December 6, 2017. The program allocates $250 million per year. The CTC released a four year call for projects covering Fiscal Years 2017/18 through 2020/21 totaling $1 billion. Per CCP guidelines, the purpose of the program is: “to fund projects designed to reduce congestion in highly traveled and highly congested corridors through performance improvements that balance transportation improvements, community impacts, and that provide environmental benefits.” Section 42 of SB 1 includes language where the Legislature finds and declares that “The Route 91 and Metrolink rail corridor improvements in the County of Riverside” represent an example of the “more comprehensive approach to improving congestion in highly traveled corridors” the Legislature seeks to fund with CCP. The CCP seeks to fund the construction component only (except for projects delivered with the construction manager/general contractor method, in which case design can be funded). Although a local match is not required, the guidelines state that leveraging other funds is desirable. 253 Agenda Item 10 Staff reviewed eligible projects with Caltrans District 8 and decided to select one project as multiple projects submitted by an agency will need to be prioritized. Depending on the level of interest for this program, it is possible that the CTC will only consider and evaluate an applicant’s top priority project application. Staff also heavily considered the ability of the Commission and/or Caltrans to meet CTC deadlines with already-developed plans, studies, and resources available. Further, staff relied upon previous Commission action to establish priorities for the next ten years of the 2009 Measure A, the Commission’s primary compact with Riverside County residents. In January 2016, the Commission adopted the following policy as part of the 2016 RCTC Strategic Assessment: 1) Authorize development of the 2019-2029 Measure A Western Riverside County Highway Delivery Plan (2019-2029 Deliver Plan): a) The 2019-2029 Delivery Plan shall commit to fulfilling commitments deferred in the 2009-2019 Measure A Western Riverside County Highway Delivery Plan (2009-2019 Delivery Plan): i. Interstate 15 Express Lanes between Cajalco Road and State Route 74; 1. Direct staff to prepare the Commission’s FY 2016/17 Budget to provide funding to initiate project development; ii. 71/91 Interchange; iii. North-facing connector between SR-91 and I-15; and iv. Continued progress and evaluation of CETAP and alternative corridors. The Commission has since advanced the deferred projects in i. and iii. Through a combination of State Transportation Improvement Program funds made available by SB 1 (for the I-15 Express Lanes between Cajalco Road and SR-74) and SB 132 (for the 15/91 Express Lanes Connector), this leaves the 71/91 interchange as the remaining project from the Commission’s initial priority list for 2019-2029. For all of the reasons above, the project that is being recommended for submittal for CCP funding is the 71/91 Interchange Connector project. The project proposes to replace the existing east to north connector with a direct fly-over connector from eastbound SR-91 to northbound SR-71 in the city of Corona. The project will also construct a collector-distributor system from Green River Road to east of the 71/91 interchange. A location map and graphic of the 71/91 Interchange Connector project are provided below. 254 Agenda Item 10 71/91 Interchange Connector Location Map Artist Rendering of 71/91 Interchange Connector The 71/91 Interchange Connector project was originally included in the recently completed SR-91 Corridor Improvement Project (SR-91 CIP), but limited funding required segmenting the project for future implementation. The 71/91 Interchange Connector project has a completed environmental document and is fully designed. Right of way has also commenced. It is anticipated the project can be delivered in FY 2019/20 with the possibility of advancement at the 255 Agenda Item 10 end of FY 2018/19. The environmental document was completed in 2011; however, a revalidation is needed since it is over three years old. At its December 13, 2017 meeting, the Commission approved SB 1 Local Partnership Program Formula funds for the revalidation effort. Construction costs are estimated at $117 million. Although a local match is not required for the CCP, staff recommends a 20 percent local match to increase the competitiveness of the application. A match of $23.4 million is proposed to be funded with federal STBG funds and/or 2009 Measure A Western County New Corridor funds. Staff will utilize the services of a professional services firm(s) to author the grant materials and perform the necessary and complex benefit-cost analyses required of CCP applications. In June 2017, the Commission authorized agreements with four consultant firms for on-call grant writing services to increase the Commission’s success in pursuing state and federal competitive grant funding opportunities. In order to meet the CTC’s upcoming deadline for CCP project applications submittals by February 16, 2018, staff issued a Task Order Request to the on-call consultant bench with proposals due December 20, 2017. The CTC will release its recommendations for CCP funding on April 25, 2018, and will adopt the CCP program of projects May 16, 2018. If the CTC does not approve CCP funding for the 71/91 Interchange Connector project, staff will seek direction from the Commission on proceeding with the revalidation of the environmental document. There is no financial impact related to this item for approval to submit a funding application. Financial impacts for the construction phase will begin at the end of FY 2018/19 or beginning of FY 2019/20, depending on the progress of the environmental document revalidation and permitting process. Another CCP call for applications will occur in 2020. In the meantime, recognizing there is increasing congestion throughout Riverside County, staff will work with the Commission to establish priorities for future rounds of competition for state dollars. 256 Shirley Medina, Planning and Programming Director SB 1 –Solutions for Congested Corridors ProgramState Routes 71/91 Interchange Improvement Project Program Purpose •To fund projects designed to reduce congestion in highly traveled and highly congested corridors through performance improvements that balance transportation improvements,community impacts,and that provide environmental benefits. JANUARY 10, 2018 SB 1 –Solutions for Congested Corridors Program SB 1 Legislation SEC. 43. (b)Examples of this more comprehensive approach to improving congestion in highly traveled corridors include,but are not limited to, programs in the following regions: (2)The Route 91 and Metrolink rail corridor improvements in the County of Riverside. JANUARY 10, 2018 SB 1 –Solutions for Congested Corridors Program Other key components of the program •Funding is for the construction phase only •General purpose lane additions on the state highway system are ineligible •Projects must be from Corridor Plans (Multimodal) •Cost Benefit Analyses is required •Air Quality Analyses is required •Community Benefits/Impacts JANUARY 10, 2018 SB 1 –Solutions for Congested Corridors Program Solutions for Congested Corridors – Call for Projects •December 6,2017 -California Transportation Commission (CTC) released a Call for Projects for Solutions for Congested Corridors Program funding •Funding Cycle -Three+ years –Fiscal Years 2017/18 –2020/21 •Funding Available -$1 Billion Statewide JANUARY 10, 2018 SB 1 –Solutions for Congested Corridors Program Project Nomination for SCCP Staff Recommendation: Submit the SR-71/91 Interchange Improvement Project for the first round of funding Project consists of: –Replacing the existing connector with a safer and more efficient freeway direct connector (eliminate loop) –Constructing a collector-distributor system from Green River Road to east of the 71/91 interchange –Realignment of entrance ramp from Green River Road to eastbound 91 JANUARY 10, 2018 SB 1 –Solutions for Congested Corridors Program SB 1 –Solutions for Congested Corridors Program Why 71/91 Interchange? •Environmentally cleared •100 percent designed •Right of Way acquisition and utility relocation has commenced •Construction estimated to begin in FY 2019/20 •Project is included in Caltrans Corridor System Management Plan and 91 Implementation Plan •Caltrans supports submittal and will be joint applicant JANUARY 10, 2018 SB 1 –Solutions for Congested Corridors Program Why 71/91 Interchange? •Follows Commission-adopted policy (2016)to prioritize deferred projects from 2009-2019 Measure A Western Riverside County Highway Delivery Plan. JANUARY 10, 2018 SB 1 –Solutions for Congested Corridors Program Deferred Project Funding Plan I-15 Express Lanes (Cajalco to SR-74) $50 million for environmental document from STIP due to SB 1 (Design & construction funds still needed) 15/91 Express Lanes Connector $180 million (fully funded) from SB 132,due to SB 1 71/91 Interchange Fully fund w/SB 1 dollars: Local Partnership and Congested Corridors programs Project Costs •Estimated Construction Costs =$117 million •SCCP Funding Request =$92.7 million •Local Match Commitment =$24.3 million (20 percent of cost) JANUARY 10, 2018 SB 1 –Solutions for Congested Corridors Program CTC Schedule Project Applications Due:February 16, 2018 CTC Recommendations:April 25, 2018 Program Adoption:May 16, 2018 JANUARY 10, 2018 SB 1 –Solutions for Congested Corridors Program