HomeMy Public PortalAbout05 May 5, 2014 Eastern Riverside County Programs and ProjectsRiverside County Transportation Commission
TO:
FROM:
DATE:
SUBJECT:
Riverside County Transportation Commission
Jennifer Harmon, Office and Board Services Manager
April 30, 2014
Possible Conflicts of Interest Issues -Eastern Riverside County Programs and Projects
Committee Agenda of May 5, 2014
The May 5, 2014 agenda of the ERC Programs and Projects Committee includes items which may raise
possible conflicts of interest. A RCTC member 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 -Agreement for Forecasting Services for the Coachella Vallev-San Gorgonio
Pass Rail Corridor Service Development Plan
Consultant(s): HDR Engineering, Inc.
2280 Market Street, Suite 100
Riverside, CA 92501
Thomas Kim, Senior Vice President
COMM-ERC-00003
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
EASTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE
www.rctc.org
AGENDA*
*Actions may be taken on any item listed on the agenda
10:30a.m.
Monday, May 5, 2014
CVAGO/fice
73-710 Fred Waring Drive, Suite 119
Palm Desert, CA 92260
Teleconference Site-Blythe City Hall
235 N. Broadway, Room A
Blythe, CA 92225
In compliance with the Brown Act and Government Code Section 54957.5, agenda materials distributed
72 hours prior to the meeting, which are public records relating to open session agenda items, will be
available for inspection by members of the public prior to the meeting at the Commission office, 4080
Lemon Street, Third Floor, Riverside, CA, and on the Commission's website, www.rctc.org.
In compliance with the Americans with Disabilities Act and Government Code Section 54954.2, if you need
special assistance to participate in a Committee meeting, please contact the Clerk of the Board at (951)
787-7141. Notification of at least 48 hours prior to meeting time will assist staff in assuring that
reasonable arrangements can be made to provide accessibility at the meeting.
1. CALL TO ORDER
2. PLEDGE OF ALLEGIANCE
3. ROLL CALL
4. PUBLIC COMMENTS -Each individual speaker is limited to speak three (3) continuous
minutes or less. The Committee may, either at the direction of the Chair or by majority
vote of the Committee, waive this three (3) 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. Also, the
Committee 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 Committee 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 Board should not take action on or discuss matters raised
during public comment portion of the agenda which are not listed on the agenda. Board
members may refer such matters to staff for factual information or to be placed on the
subsequent agenda for consideration.
Eastern Riverside County Programs and Projects Committee Agenda
May 5, 2014
Page2
5. APPROVAL OF MINUTES-OCTOBER 7, 2013
6. ADDITIONS/REVISIONS (The Committee 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 Committee subsequent to the posting of the agenda. An action
adding an item to the agenda requires 2/3 vote of the Committee. If there are less than
2/3 of the Committee 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. AGREEMENT FOR FORECASTING SERVICES FOR THE COACHELLA VALLEY-SAN
GORGONIO PASS RAIL CORRIDOR SERVICE DEVELOPMENT PLAN
Pagel
Overview
This item is for the Committee to:
1) Award Agreement No. 14-25-072-00 to HOR Engineering, Inc. (HOR) for
forecasting services for the Coachella Valley-San Gorgonio Pass Rail Corridor
(Corridor) Service Development Plan (SOP) in the amount of $1,697,645, plus a
contingency amount of $150,000 for a total amount not to exceed $1,847,645;
2) Authorize staff to proceed with the Phase 1 work, including Tasks 1 and 2 through
a limited notice to proceed (NTP) in the amount of $1,847,645;
3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to
execute the agreement on behalf of the Commission;
4) Authorize the Executive Director to approve contingency work as may be
required for the project;
5) Authorize staff to negotiate the scope and fee for Phase 2 (Tasks 3 and 4) and to
bring back to the Commission, at a later date, a separate request for
authorization to execute a separate contract amendment to proceed to the next
phase of work, if warranted; and
6) Forward to the Commission for final action.
8. COMMISSIONERS/ STAFF REPORT
Overview
This item provides the opportunity for the Commissioners and staff to report on
attended and upcoming meetings/conferences and issues related to Commission
activities.
9. ADJOURNMENT
The next Eastern Riverside County Programs and Projects Committee meeting is
scheduled to be held at 10:30 a.m., Monday, June 2, 2014, CVAG Office, 73-710 Fred
Waring Drive, Suite 119, Palm Desert, CA 92260.
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
EASTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS
COMMITTEE
County of Riverside, District IV
City of Blythe
City of Cathedral City
City of Coachella
City of Desert Hot Springs
City of Indian Wells
City of Indio
City of La Quinta
City of Palm Desert
City of Palm Springs
City of Rancho Mirage
ROLL CALL
May 5, 2014
Present
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RIVERSIDE COUNTY TRANSPORTATION COMMISSION
EASTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS SIGN-IN SHEET
May 5, 2014
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COACHELLA VALLEY-SAN GORGONIO PASS
Corridor Rail Service
Coachella Valley Rail Service Overview
The Riverside County Transportation Commission (RC TC ) and the Coachella Valley
Association of Governments (CVAG) have been working on planning and supporting
expansion of passenger rail service to the Coachella Valley since the first study in
1991. It has been determined that using Amtrak with a state supported intercity train
presents the best alternative for developing service. Th e 141 mile trip between Los
Angeles and Indio would cross four counties and there are proposals for up to 9
stations. Due to the trip length and time of approximately 3 hours, Amtrak service with
larger seats and food service would be more appealing to the riders. In addition, the
service would operate over Union Pacific and BNSF tracks and, in general, Amtrak has
a greater ability to initiate service over freight railroads based on a national agreement.
The initial service plan would be for two daily round trips along the corridor.
COACHELLA VALLEY-
SAN GORGONIO PASS
.---------------------tCORRLDOR RAIL SERVICE 1-------.
LO S ANGELES
COUNTY
ORANGE COUNTY
SAN BERNARDINO
COUNTY
RIVERSID
COUNTY
-Burlington Northern Santo Fe Railroad Trocb
-Union Pacific Railroad Tracks
-SCRRA Alignment [Son Gabriel Sub)
-UP Alignment !Alhambra Subj
~~'tf-(:/ Existing Station w1!h Roil Connecl1ons
0 0 0 Q Potential Stol1on •
Catchment Areas ( 15 mile radius)
• Not oil potent1ol stations would be needed, comtrud1on and alignment olterno!ives wrll be determined in the fu ture
Project Benefits
• A new regional intercity passenger rail service to the Coachella Valley will ease
congestion on local roads and freeways, providing new economic opportunity,
improving mobility and the quality of life in the Inland Empire .
• The need for daily, convenient intercity passenger rail service is growing as an
environmental friendly alternate to the 1-10 freeway.
• The Coachella Valley and the San Gorgonio Pass area are experiencing rapid
population growth and demand on this route will continue to increase.
• This new connection would serve both the commuter and leisure market with a
safe and reliable transportation option.
Initial Project Supporters:
Riverside County
Transportation Comm i ssion
County of Riverside Supervisors
Coachella Valley
Association of Governments
Coachella Valley
Economic Partnership
City of Calimesa
City of Cathedral City
City of Corona
City of Indian Wells
City of Eastvale
City of Jurupa Valley
City of Indio
City of La Quinta
City of Palm Desert
City of Palm Springs
City of Temecula
Greater Palm Springs
Convention & Visitors Bureau
(CVB)
Southwest Rail
Passenger Association
If you would like to be listed
as a supporter, please contact RCTC.
Riverlide(ounlylronspor1ation(ommission
COACHELLA VALLEY-SAN GORGONIO PASS
Corridor Rail Service
Status/Next Ste ps
• The State of C a li forn ia D ivision of Rail (Caltrans) has updated the State Rail Plan
and has incl uded the se rv ice a potential new service. The service was also included
in previous ve rs io ns o f th e State Rail Plan for approximately 10 years.
• In early 201 3, C al tra ns co mpleted an Alternatives Analys is Study on the Coachella
Valley that id e ntifi ed the p urpose and need of the project and showed strong
potential tra v el m ark e ts.
• Local comm u ni tie s' suppo rt is growing and local and regional officials are
advocating fo r th e ne w se rvice.
• CVAG is work in g co o peratively with local agencies to set aside some initial
transportatio n f u ndi n g t o support the project.
• RCTC is worki ng in co ord i nation with Caltrans, FTA, and CVAG to initiate the next
step in the p la n ni ng p roc e ss. This comprehensive Service Development Plan will
include deta il e d ri d e rshi p and cost estimates .
• Once the Se rv ce D e velop ment Plan is complete the project will need to proceed
with Environ m e nta l D ocu ments and after those are approved it will be eligible to
compete for f ed e ral rail f u nding grants .
Task 1: Project Work Plan & Outreach Plan
Defin e Project A p proach Identify Stakeholder Outreach
Task 2: Preliminary Service Planning and Alternatives
Identify Servi ce Patterns/
A lternat ives
Envi ro n mental O utreach
an d Sc o pin g
Develop Ridership and
Cost Projections
Identify Impacts and
Mitigations
Task 4: Service Development Plan
Finali ze Plann ing Documents to be eligible for Federal Funds
CALIFORNIA INTERCITY PASSENGER RAIL LEADERSHIP COALITION
Joint Position on CAP & TRADE Revenues
• We urge recognition of intercity passenger rail as an important component of Cap and
Trade distribution and urge a discrete allocation of 10%.
o To provide a secure and stable source of funding for intercity passenger rail corridors , a
significant, dedicated portion of Cap and Trade Funds should be allocated to these services-
-similar to how current Cap and Trade proposals establish discrete allocations of these
funds to the High Speed Rail program and for transit service throughout the state .
o We appreciate the Administration 's recognition that California operates the most successful
state-supported intercity rail program in the nation by including support for commuter , urban ,
and intercity rail services in the projected $1.25 billion in Cap & Trade funds in FY 13/14 and
FY 14/15.
o We strongly urge that any adopted legislation include a continuous 10% appropriation of
Cap and Trade funds to intercity passenger rail corridors .
• The California Intercity Passenger Rail (CIPR) services represent more than 40% of all
annual passenger-miles traveled in the state's passenger railroad network and the CIPR
program has become an integral part of California's transportation network, which helps
support the state's clean air goals (AB32) and sustainable community strategies (58375).
o Linking California's cities with 61 rail stations and 122 additional bus stop locations , CIPR
services are an important transportation alternative that promotes transit-oriented
development throughout California.
o With the three existing CIPR services currently eliminating 355 million vehicle miles traveled
every year and 109 million pounds of carbon dioxide emissions, these state-supported
services are valued assets in helping the state achieve its greenhouse gas reduction goals
identified in AB32 , SB375 , and other adopted state legislation . Improved and expanded
CIPR services will result in substantially increased benefits to all California residents and
visitors .
o In its role as an important "feeder" service, enhancing and expanding CIPR services is
critical to the success of the proposed High Speed Rail program in California.
• We are ready to participate.
o For the reasons stated above, it is fundamentally important that the executive management
of the CIPR services and emerging corridors participate in the discussions about how future
Cap and Trade funds should be allocated , whether these funds are allocated by competitive
grant, formula, at the discretion of the State Transportation Agency , or another method .
o The CIPR Program is supported and endorsed by the Senate Select Committee on
Passenger Rail , which has members representing all current and future CIPR services .
Spring 20 14
Existing Stat~upportad.
Intercity Panclnger Ran
Capitol Corridor
San Joaquin
Pacific Surll~
Emarglng Corridors
•••-••• Coast Daylight Route
Capitol Corridor Extension
-•••• •• Coachella Valley Route
.....
Riverside 1>,.o lndlo
CA INTERCITY PASSENGE R AI L LEADERSHIP COALITION
San Joaquin
...... "'""" AlldMrity
Dan Leavitt
Regional Manager
209.944.6266
ace rail.com
LOS SAN
Jennifer Bergener
Managing Director
714.560 .5462
lossan.org
David Kutro sky
Ma naging Director
5 10.464 .6993
c apit olcorridor.org
A CRCC
c o .. t ra ll eoordlDlllDg co1,,.cll
Pete Rodgers
Program Manager
805.781-5712
slocog.org
Sheldon Peterson
Rail Manager
951.787 .7141
rctc.org
AGENDA ITEM 5
MINUTES
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
EASTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE
Monday, October 7, 2013
MINUTES
1. CALL TO ORDER
The meeting of the Eastern Riverside County Programs and Projects Committee was
called to order by Chair Terry Henderson at 10:38 a.m., at 73-710 Fred Waring Drive,
Suite 119, Palm Desert, California, 92260 and teleconference at Blythe City Hall,
235 N. Broadway Street, Room A, Blythe, CA 92555.
2. PLEDGE OF ALLEGIANCE
At this time, Commissioner Greg Pettis led the Eastern Riverside County Programs and
Projects Committee in a flag salute.
3. ROLL CALL
Members/ Alternates Present
Joseph DeConinck
Ginny Foat
Eduardo Garcia
Douglas Hanson
Jan Harnik
Terry Henderson
Scott Hines
Scott Matas
Glenn Miller
Greg Pettis
4. PUBLIC COMMENTS
Members Absent
John J. Benoit
There were no requests to speak from the public.
5. APPROVAL OF MINUTES-AUGUST 29, 2011
M/S/C (Pettis/Matas) to approve the minutes of August 29, 2011, as
submitted.
RCTC ERC Programs and Projects Committee Minutes
October 7, 2013
Page 2
6. ADDITIONS/REVISIONS
There were no additions or revision to the agenda.
7. RAIL SERVICE THROUGH THE PASS AREA TO THE COACHELLA VALLEY
Sheldon Peterson, Rail Manager, presented the details of the scope of the rail service
through the pass area to the Coachella Valley project.
In response to Commissioner questions regarding which ridership model will be used,
Sheldon Peterson stated the AECOM model and the SCAG model will be used for inner
city and local passenger trips. He also requested a letter of support from each city for
daily inner city service.
John Standiford, Deputy Executive Director, stated this item will be taken to the
Commission meeting on Wednesday and the Commission will come back next month
with more details.
Robert Manning, rail advocate, responded to questions concerning the need for
additional rail to the Coachella Valley.
M/S/C {Foat/Matas) to:
1) Approve the Memorandum of Understanding (MOU) No. 14-25-034-00
between the Commission and the Coachella Valley Association of
Governments {CVAG) whereby the Commission shall establish and
administer the Coachella Valley Rail fund;
2) Authorize the Chair, pursuant to legal counsel review, to execute the
agreement on behalf of the Commission;
3) Authorize staff to set aside Transportation Development Act {TOA)
State Transit Assistance {STA) funding to be utilized specifically for the
Coachella Valley in support of the rail program at specified multi-year
levels;
4) Approve a bus/rail funding split and the terms and conditions;
5) Approve an amendment to the Commission's Commuter Rail Short
Range Transit Plan {SRTP) to set aside $4.2 million of Proposition 18
Public Transportation Modernization, Improvement, and Service
Enhancement Account (PTMISEA) funds to initiate Coachella Valley Rail
through the Pass Area;
6) Authorize staff to seek approval to apply for a letter of no prejudice
(LONP) for Proposition 18 funds to allow the Commission to expend
local funds prior to the state bond sale and disbursement;
7) Authorize staff to establish a Coachella Valley Rail specific SRTP and
establish a separate funding and accounting process at the Commission;
RCTC ERC Programs and Projects Committee Minutes
October 7, 2013
Page 3
8) Authorize the Executive Director to execute a letter of understanding
with Caltrans in support of project development;
9) Adopt Resolution No. 13-042, "Resolution of Support to Establish Daily
Intercity Rail Service from Los Angeles to the Coachella Valley via the
Pass Area";
10) Receive an update on next steps for Coachella Valley Rail project
development, including the service development plan, alternatives
analysis, and discussion on potential for future environmental analysis;
and
11) Forward to the Commission for final action.
9. COMMISSIONERS/ STAFF REPORT
There were no Commissioner or staff reports.
10. ADJOURNMENT
There being no further business for consideration by the Eastern Riverside County
Programs and Projects Committee, the meeting was adjourned at 11:09 a.m. The next
meeting of the Eastern Riverside County Programs and Projects Committee is scheduled
for November 4, 2013, at 10:30 a.m.
Respectfully submitted,
Jennifer Harmon
Clerk of the Board
AGENDA ITEM 7
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: May 5, 2014
TO: Eastern Riverside County Programs and Projects Committee -------1
FROM: Sheldon Peterson, Rail Manager
THROUGH: Robert Yates, Multimodal Services Director
SUBJECT: Agreement for Forecasting Services for the Coachella Valley-San Gorgonio
Pass Rail Corridor Service Development Plan
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Award Agreement No. 14-25-072-00 to HDR Engineering, Inc. (HDR) for forecasting
services for the Coachella Valley-San Gorgonio Pass Rail Corridor (Corridor) Service
Development Plan (SDP} in the amount of $1,697,645, plus a contingency amount of
$150,000 for a total amount not to exceed $1,847,645;
2} Authorize staff to proceed with the Phase 1 work, including Tasks 1 and 2 through a
limited notice to proceed (NTP} in the amount of $1,847,645;
3} Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute
the agreement on behalf of the Commission;
4} Authorize the Executive Director to approve contingency work as may be required for
the project;
5} Authorize staff to negotiate the scope and fee for Phase 2 (Tasks 3 and 4} and to bring
back to the Commissior.i, at a later date, a separate request for authorization to execute
a separate contract amendment to proceed to the next phase of work, if warranted; and
6} Forward to the Commission for final action.
BACKGROUND INFORMATION:
Providing some form of passenger rail service to the Corridor has been a long-standing priority
for more than two decades with the first studies completed in the early 1990's. Additional
studies have been performed over time with one of the more recent efforts completed in April
2010. This was later followed in May 2013 with the state of California Department of
Transportation (Caltrans} Division of Rail completing the first phase of a planning study and
initial alternatives analysis for the Corridor. This planning study was very supportive of the
potential for a viable service, and future studies would then be able to expand on the Caltrans'
effort by determining ridership demand and more detailed cost estimates.
Agenda Item 7
1
Caltrans also included an updated project description and analysis of the Corridor service in the
latest state rail plan, which was approved on September 5, 2013, by the California State
Transportation Agency. The next update will take place in 2017.
DISCUSSION:
As the result of past studies from the Coachella Valley Association of Governments {CVAG),
Commission, and CalTrans, it was determined that using state-supported intercity trains
presents the best alternative for developing passenger rail service along the Corridor. The
141-mile trip between Los Angeles and the Coachella Valley would cross four counties. Stops
and station locations are yet to be determined. Due to the trip length and time of
approximately three hours, Amtrak-style state-supported intercity service with larger seats and
food service would be more appealing to the riders.
While the Corridor was part of the state's planning study effort, Caltrans Division of Rail was
also very clear it did not have the funding in place to further analyze the Corridor. Accordingly,
and to further the project development of the Corridor and to leverage the work already
conducted by the state, a number of key initiatives were approved by the Commission in
October 2013 and subsequently carried out. These included:
• Establishment of a memorandum of understanding (MOU) between CVAG and the
Commission that establishes cooperation on the Corridor and a Transportation
Development Act (TDA) bus/rail funding split for transit funding;
• Authorization of $4.2 million of Proposition 18 Public Transportation, Modernization,
Improvement, and Service Enhancement Account (PTMISEA) funds to be used to initiate
Corridor planning and limited capital improvements. The funding confirmation and
approval notice from Caltrans was received on April 16, 2014;
• Agreement and the execution of a letter of understanding between the Commission and
Caltrans Division of Rail in which both agencies agreed on the performance of certain
modeling efforts. Caltrans staff initiated its contractor's efforts to begin work on the
ridership modeling for the project; and
• Approval of the Commission's Resolution of Support for the Corridor and initiation of
outreach to get project letters of support. There are now over 18 cities and
organizations who have submitted letters with more to. come.
Next Step -The Service Development Plan
The true success of this effort will be to develop comprehensive and convincing planning
documents that will allow the Corridor to compete for limited state and federal rail funds. To
move in this direction, the Commission will need to construct a SDP for the Corridor meets the
following requirements:
• Clearly demonstrate the purpose of and need for the project;
Agenda Item 7
2
" A n a l y z e a l t e r n a t i v e s f o r t h e p r o p o s e d p a s s e n g e r r a i l s e r v i c e ;
" I d e n t i f y t h e a l t e r n a t i v e t h a t b e s t m e e t s t h e p u r p o s e a n d n e e d ;
" I d e n t i f y t h e d i s c r e t e c a p i t a l p r o j e c t s r e q u i r e d t o s u p p o r t t h e s e r v i c e ; a n d
" D e m o n s t r a t e t h e o p e r a t i o n a l a n d f i n a n c i a l f e a s i b i l i t y o f t h e p r o j e c t .
T h e S D P p r o c e s s w a s d e v e l o p e d b y t h e F e d e r a l R a i l r o a d A d m i n i s t r a t i o n { F R A ) , a n d t h e
r u l e m a k i n g a n d g u i d a n c e f o r i t a r e c o n t a i n e d i n t h e F e d e r a l R e g i s t e r . B o t h C a l t r a n s a n d F R A
h a v e b e e n w o r k i n g t o e i t h e r d e v e l o p o r a p p r o v e S D P s f o r v a r i o u s c o r r i d o r s a c r o s s t h e s t a t e a n d
c o u n t r y ; t h e r e f o r e , i t w a s c l e a r a r e q u e s t f o r p r o p o s a l ( R F P ) w i t h a v e r y s p e c i f i c s c o p e o f w o r k
w o u l d n e e d t o b e d e v e l o p e d i n o r d e r t o p r o c u r e a c o n s u l t a n t w i t h t h e a p p r o p r i a t e l e v e l o f
e x p e r i e n c e .
S t a f f m e t w i t h b o t h C a l t r a n s D i v i s i o n o f R a i l a n d t h e F R A t o d e t e r m i n e t h e p r o p e r m i x o f t h e
r e q u i r e d e l e m e n t s f o r a s c o p e o f w o r k . B o t h a g e n c i e s w e r e s u p p o r t i v e a n d o f f e r e d s o m e v e r y
h e l p f u l s u g g e s t i o n s o n h o w t h e C o m m i s s i o n c o u l d b e s t c o n d u c t t h i s p l a n n i n g e f f o r t .
T o m e e t t h e n e e d s o f t h e p r o j e c t , t h e s c o p e h a s b e e n d e v e l o p e d w i t h m u l t i p l e p h a s e s a n d t a s k s
t h a t a l l o w f o r c l e a r d e c i s i o n p o i n t s a n d o p p o r t u n i t i e s f o r s t a f f t o e n g a g e t h e C o m m i s s i o n f o r
t h e s e d e c i s i o n s . P h a s e 1 i n c l u d e s t w o r e q u i r e d t a s k s . F o r T a s k 1 , t h e c o n s u l t a n t w i l l n e e d t o
d e v e l o p t h e d e t a i l e d o v e r a l l p r o j e c t w o r k p l a n , p r o j e c t a p p r o a c h , a n d p r o j e c t o u t r e a c h p l a n .
T a s k 2 w i l l r e q u i r e t h e c o n s u l t a n t t o d e v e l o p t h e d e t a i l e d p r e l i m i n a r y s e r v i c e p l a n a n d
a l t e r n a t i v e s a n a l y s i s . T h i s t a s k i n c l u d e s d e v e l o p m e n t o f t h e c o m p r e h e n s i v e r i d e r s h i p a n d c o s t
e s t i m a t e s t h a t w i l l p r o v i d e t h e l e v e l o f d e t a i l n e e d e d t o m a k e a r e s p o n s i b l e p l a n n i n g d e c i s i o n
o n t h e f i n a n c i a l v i a b i l i t y o f t h e p r o p o s e d s e r v i c e .
T h e r e s u l t s o f P h a s e 1 w i l l b e b r o u g h t b a c k t o t h e C o m m i s s i o n f o r r e v i e w a n d a d e t e r m i n a t i o n
o f t h e p r o j e c t ' s v i a b i l i t y t o c o n t i n u e o n t o P h a s e 2 . I n P h a s e 2 , t h e p r o c e s s w i l l i n c l u d e T a s k 3 ,
w h i c h c o n s i s t s o f t h e n e c e s s a r y N a t i o n a l E n v i r o n m e n t a l P o l i c y A c t { N E P A ) / C a l i f o r n i a
E n v i r o n m e n t a l Q u a l i t y A c t { C E Q A ) d o c u m e n t a t i o n . A t i s s u e a n d s t i l l t o b e d e t e r m i n e d i s t h e
a c t u a l s c o p e o f t h e e n v i r o n m e n t a l d o c u m e n t a t i o n n e e d e d f o r t h e p r o j e c t . T h i s w i l l b e
d e t e r m i n e d b y t h e p r e l i m i n a r y p l a n n i n g c o n d u c t e d i n T a s k 2 , a n d , a s s u c h , s t a f f w i l l n e e d t o
n e g o t i a t e t h e s c o p e a n d f e e a n d r e t u r n t o t h e C o m m i s s i o n f o r f u r t h e r a c t i o n .
T h e f i n a l s t e p i n P h a s e 2 w i l l b e T a s k 4 t o d e v e l o p t h e c o m p r e h e n s i v e S D P t h a t w i l l b e
s u b m i t t e d t o C a l t r a n s a n d t h e F R A f o r a p p r o v a l . A g a i n , t h e e x a c t s c o p e a n d n a t u r e o f t h i s w o r k
w i l l b e d e t e r m i n e d b y t h e r e s u l t s o f t h e p r e v i o u s t a s k s a n d r e t u r n e d t o t h e C o m m i s s i o n f o r
a c t i o n e i t h e r i n c o n j u n c t i o n w i t h t h e e n v i r o n m e n t a l d o c u m e n t a t i o n t a s k o r s e p a r a t e l y .
S t a f f w o u l d l i k e t o p o i n t o u t t h e s c o p e o f w o r k i n t h e R F P i n c l u d e d t h e s e t a s k s a n d t h e r e w e r e
t w o r e a s o n s f o r d o i n g s o . F i r s t , g i v e n t h e c r i t i c a l a n a l y s i s t h a t f o r m s t h e u n d e r l y i n g p l a n , s t a f f
f e l t t h a t h a v i n g t o g o o u t t o b i d f o r a n o t h e r c o n s u l t a n t w o u l d r e s u l t i n a d u p l i c a t i o n o f w o r k
s i n c e i t m i g h t b e p o s s i b l e a s e c o n d c o n s u l t a n t w o u l d b e p r o c u r e d i n a c o m p e t i t i v e b i d p r o c e s s
f o r t h e s e c o n d p h a s e o f t h e w o r k . S t a f f w a s c o n c e r n e d a n e w c o n s u l t a n t w o u l d h a v e a d i f f i c u l t
t i m e w i t h u s i n g a n a l y s i s a n d d a t a b o r n b y a d i f f e r e n t c o n s u l t a n t . A d d i t i o n a l l y , i n t h a t t h e s c o p e
A g e n d a I t e m 7
3
of work was included in the RFP, the Commission is in possession of pricing information and
staff now has a better idea of the nature and cost for the remainder of the work to be
performed.
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 of these services. Evaluation criteria
included elements such as qualifications of firm, qualifications of personnel, understanding and
approach, and the ability to respond to the requirements set forth under the terms of a RFP.
RFP No. 14-25-072-00 for forecasting services for the Corridor SDP was released by the
Commission on February 14. 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. Using data from PlanetBids, postcards were sent to 13 firms, one of
Agenda Item 7
4
which is located in Riverside County. Using PlanetBids, 68 firms downloaded the RFP, 8 of these
firms are located in Riverside County. A pre-bid conference was held on February 19 and was
attended by 15 firms, of which five firms are located in Riverside County. Staff responded to all
questions submitted by potential proposers prior to the February 27 clarification deadline date.
Five firms -AECOM (Los Angeles); CH2M Hill, Inc. (Riverside); HDR (Riverside); Parsons
Brinckerhoff, Inc. (San Bernardino); and STV Incorporated (Rancho Cucamonga) -submitted
responsive and responsible statements of qualifications {SOQ) prior to the 2:00 p.m. submittal
deadline on March 20. Utilizing the evaluation criteria set forth in the RFP, the firms were
evaluated and scored by an evaluation committee comprised of Commission and Bechtel staff.
Based on the evaluation committee's assessment of the written proposals and pursuant to the
terms of the RFP, the evaluation committee shortlisted and invited all five firms to the
interview phase of the evaluation and selection process. Interviews were conducted on
April 10.
The evaluation committee conducted a subsequent evaluation of each firm, based on both
written and interview components presented to the evaluation committee by each proposer.
Accordingly, the evaluation committee recommends contract award to HDR for forecasting
services for the Corridor SDP, as it earned the highest total evaluation score.
NEXT STEPS:
Staff negotiated the scope (including the appropriate level of effort, labor categories/mix, etc.),
cost, and schedule proposal with HDR for the project services for Phase 1 and has established a
fair and reasonable price. The Phase 1 proposal cost is $1,697,645 with a contingency of
$150,000, for a total amount not to exceed $1,847,645.
Upon Commission approval, the agreement between the Commission and HDR will be executed
and a NTP issued. At that point, staff will engage HDR to organize the project work plan and
begin the outreach process. HDR proposed a 12-month schedule for the completion of Phase 1
and tasks 1 and 2.
Upon completion of Phase 1, the results will be brought back to the Commission for review and
determination if the project will move forward into Phase 2. A new cost proposal and estimate
will be provided at that time to determine the appropriate amount for a contract amendment
with HDR. This multi-phased approach will allow the Commission to provide direct input into
the process and provide for a more cost effective project if it is determined to proceed with
Phase 2.
With respect to the funding of Phase 2, the grant funds previously awarded for this project as
approved by the state are only sufficient for funding $1.5 million of the Phase 1 effort.
Environmental work is explicitly prohibited by the Proposition 1B funding guidelines. As such,
other sources will need to be found in order to make a funding decision for Phase 2.
Agenda Item 7
5
In Fiscal Year Budget: Yes
N/A
Financial Inform ation
Year: /14 FY 2013
FY 2014/ 15+
Source of Funds: PTMISEA and Coachella Valley TD A Rail
Split
GL/Project Accounting No.:
Fiscal Procedures Approved:
245 25 004202 65520
245 25 454199 65520
Attachment: Draft Agreement No. 14-25-072-00
Agenda Item 7
6
I
Amount: $ 150,000
$ 1,697,645
Budget Adjustment: No
N/A
I Date: I 04/28/2014
Agreement No. 14-25-072-00
PROFESSIONAL SERVICES AGREEMENT
WITH PROPOSITION 1 B ASSISTANCE
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
AGREEMENT WITH
HOR ENGINEERING, INC.
FOR ""'·
FORECASTING SERVICEShEOR
THE COACHELLA VALLEY-SAN GORGONICJ'PASS RAIL CORRIDOR
SERVICE DEVELOPMEt.ff'BtAN
1. PARTIES AND DATE.
This Agreement is made anc?~Eitered into this _ day pf , 2014,
by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the
Commission") and HOR ENGINliE~1.t:'JG, INC. ("Consultant"), a Nebraska'corporation.
',', ··.'.)zj'.;;' , ,
2. RECITALS.
2.1 pn Nd\'ternber 8, 1:~88, the \(,(>!~rs of Riverside County approved
·d . . •11· ........ .
Measure A author,i~iog the c9Hection of"~.one:·half per:C,er:llt (%%) retail transactions and
use tax (the "tax") fq:Jt.1nd transportation progfiams and Hl'lprovements within the County
of Riverside, and adopting the f;{iverside County Transportation Improvement Plan (the
"Plan") ./,;, :i
Ai~:'· 2.2 P,ursuant ·(t? .. Public Utility ''code Sections 240000 et seq., the
Comnil$sion is authorize.Q. to allodate the proceeds of the Tax in furtherance of the Plan.
2.3 On November 5, 2002, the voters of Riverside County approved an
extension of th~l Measure A1!1tax for an additional thirty (30) years for the continued
funding of transP'6rtation andjfJ)provements within the County of Riverside.
'#;fr;;>
2.4 A'source of funding for payment for professional services provided
under this Agreement is' state funds from Proposition 1 B administered by the California
Department of Transportation ("Caltrans") through the Public Transportation,
Modernization, Improvement, and Service Enhancement Account ("PTMISEA"). 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.
2.5 Consultant desires to perform and assume responsibility for the
provision of certain professional services required by the Commission on the terms and
conditions set forth in this Agreement. Consultant represents that it is experienced in
7
providing L_INSERT TYPE OF SERVICES__J to public clients, is licensed in the
State of California (if necessary), and is familiar with the plans of the Commission.
2.6 The Commission desires to engage Consultant to render such
services for the L_INSERT NAME OF PROJECT __J ("Project"), as set forth in this
Agreement.
3. TERMS.
3.1 General Scope of Services. Consultant shall furnish all technical
and professional services, including labor, material, equipment, transportation,
supervision and expertise, and incidental and customary work necessary to fully and
adequately supply the L_INSERT TYPE OF SERVICES__J 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.
3.2 Commencement of Services. L_USE THIS PARAGRAPH IF
NOTICE TO PROCEED HAS BEEN ISSUED__J Commission has authorized
Consultant to commence performance of the Services by a "Notice to Proceed" dated
______ . Consultant agrees that Services already performed pursuant to the
"Notice to Proceed" shall be governed by all the provisions of this Agreement, including
all indemnification and insurance provisions. As a result of the Proposition 1 B 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 state aid provided
under this Agreement is contingent on meeting all Federal requirements and could be
withdrawn, thereby entitling the Commission to terminate this Agreement, if the
procedures are not completed. The Consultant's files shall be maintained in a manner
to facilitate process reviews.
L_USE THIS PARAGRAPH IF NO NOTICE TO PROCEED HAS BEEN
ISSUED__J The Consultant shall commence work upon receipt of a written "Notice to
Proceed" from the Commission. As a result of the Proposition 1 B 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 Proposition 1 B aid
provided under this Agreement is contingent on meeting all Federal requirements and
could be withdrawn, thereby entitling the Commission to terminate this Agreement, if the
procedures are not completed. The Consultant's files shall be maintained in a manner
to facilitate process reviews.
17336.00603\8581981.2
8
3.3 Term. The term of this Agreement shall be from the date of
execution of this Agreement or the date of issuance of the "Notice to Proceed" by the
Commission, whichever occurs first, to L_INSERT ENDING DATE__J, unless earlier
terminated as provided herein. Consultant shall complete the Services within the term
of this Agreement, and shall meet any other established schedules and deadlines. All
applicable indemnification provisions of this Agreement shall remain in effect following
the termination of this Agreement.
3.4 Commission's Representative. The Commission hereby
designates the Commission's Executive Director, or his or her designee, to act as its
Representative for the performance of this Agreement ("Commission's Representative").
Commission's Representative shall have the authority to act on behalf of the
Commission for all purposes under this Agreement. Commission's Representative shall
also review and give approval, as needed, to the details of Consultant's work as it
progresses. Consultant shall not accept direction or orders from any person other than
the Commission's Representative or his or her designee.
3.5 Consultant's Representative. Consultant hereby designates
L_INSERT NAME OR TITLE__J to act as its Representative for the performance of
this Agreement ("Consultant's Representative"). Consultant's Representative shall have
full authority to act on behalf of Consultant for all purposes under this Agreement. The
Consultant's Representative shall supervise and direct the Services, using his
professional skill and attention, and shall be responsible for all means, methods,
techniques, sequences and procedures and for the satisfactory coordination of all
portions of the Services under this Agreement. Consultant shall work closely and
cooperate fully with Commission's Representative and any other agencies which may
have jurisdiction over, or an interest in, the Services. Consultant's Representative shall
be available to the Commission staff at all reasonable times. Any substitution in
Consultant's Representative shall be approved in writing by Commission's
Representative.
3.6 Substitution of Key Personnel. Consultant has represented to the
Commission that certain key personnel will perform and coordinate the Services under
this Agreement. Should one or more of such personnel become unavailable,
Consultant may substitute other personnel of at least equal competence upon written
approval by the Commission. In the event that the Commission and Consultant cannot
agree as to the substitution of the key personnel, the Commission shall be entitled to
terminate this Agreement for cause, pursuant to the provisions of Section 3.14. The key
personnel for performance of this Agreement are: L_LIST NAMES AND TITLES__J.
3. 7 Preliminarv Review of Work. All reports, working papers, and
similar work products prepared for submission in the course of providing Services under
this Agreement shall be submitted to the Commission's Representative in draft form,
and the Commission may require revisions of such drafts prior to formal submission and
approval. In the event plans and designs are to be developed as part of the Project,
final detailed plans and designs shall be contingent upon obtaining environmental
17336.00603\8581981.2
9
clearance as may be required in connection with Proposition 1 B funding. In the event
that Commission's Representative, in his sole discretion, determines the formally
submitted work product to be not in accordance with the standard of care established
under this contract, Commission's Representative may require Consultant to revise and
resubmit the work at no cost to the Commission.
3.8 Appearance at Hearings. If and when required by the Commission,
Consultant shall render assistance at public hearings or other meetings related to the
Project or necessary to the performance of the Services. However, Consultant shall not
be required to, and will not, render any decision, interpretation or recommendation
regarding questions of a legal nature or which may be construed as constituting a legal
opinion.
3.9 Standard of Care; Licenses. Consultant represents and maintains
that it is skilled in the professional calling necessary to perform all Services, duties and
obligations required by this Agreement to fully and adequately complete the Project.
Consultant shall perform the Services and duties in conformance to and consistent with
the standards generally recognized as being employed by professionals in the same
discipline in the State of California. Consultant warrants that all employees and
subcontractors shall have sufficient skill and experience to perform the Services
assigned to them. Consultant further represents and warrants to the Commission that
its employees and subcontractors have all licenses, permits, qualifications and
approvals of whatever nature that are legally required to perform the Services, and that
such licenses and approvals shall be maintained throughout the term of this Agreement.
Consultant shall perform, at its own cost and expense and without reimbursement from
the Commission, any services necessary to correct errors or omissions which are
caused by the Consultant's failure to comply with the standard of care provided for
herein, and shall be fully responsible to the Commission for all damages and other
liabilities provided for in the indemnification provisions of this Agreement arising from
the Consultant's errors and omissions. Any employee of Consultant or its sub-
consultants who is determined by the Commission to be uncooperative, incompetent, a
threat to the adequate or timely completion of the Project, a threat to the safety of
persons or property, or any employee who fails or refuses to perform the Services in a
manner acceptable to the Commission, shall be promptly removed from the Project by
the Consultant and shall not be re-employed to perform any of the Services or to work
on the Project.
3.10 Opportunity to Cure. Commission may provide Consultant an
opportunity to cure, at Consultant's expense, all errors and omissions which may be
disclosed during Project implementation. Should Consultant fail to make such
correction in a timely manner, such correction may be made by the Commission, and
the cost thereof charged to Consultant.
3.11 Inspection of Work. Consultant shall allow the Commission's
Representative to inspect or review Consultant's work in progress at any reasonable
time.
17336.00603\8581981.2
10
3.12 Final Acceptance. Upon determination by the Commission that
Consultant has satisfactorily completed the Services required under this Agreement and
within the term set forth in Section 3.3, the Commission shall give Consultant a written
Notice of Final Acceptance. Upon receipt of such notice, Consultant shall incur no
further costs hereunder, unless otherwise specified in the Notice of Final Acceptance.
Consultant may request issuance of a Notice of Final Acceptance when, in its opinion, it
has satisfactorily completed all Services required under the terms of this Agreement. In
the event copyrights are permitted under this Agreement, then in connection with
Proposition 1 B funding, it is hereby acknowledged and agreed that Caltrans shall have
the royalty-free non-exclusive and irrevocable right to reproduce, publish, or otherwise
use, and to authorize others to use, the work for governmental purposes.
3.13 Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all 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 Caltrans. In compliance with Caltrans procedures, Consultant and any
subconsultant under it shall agree that (a) Contract Cost Principles and Procedures, 48
CFR, Federal Acquisition Regulations System, Chapter 1, Part 31, et seq., shall be
used to determine the allowability of individual project cost items and (b) the Federal
administrative procedures in accordance with 49 CFR, Part 18, Uniform Administrative
Requirements for Grants and Cooperative Agreements to State and Local Governments
shall apply to this Contract. 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.
3.14 Termination.
3.14.1 Notice; Reason. Commission may, by written notice to
Consultant, terminate this Agreement, in whole or in part, at any time by giving written
notice to Consultant of such termination, and specifying the effective date thereof
("Notice of Termination"). Such termination may be for Commission's convenience or
because of Consultant's failure to perform its duties and obligations under this Agree-
ment, including, but not limited to, the failure of Consultant to timely perform Services
pursuant to the Schedule of Services described in Section 3.15 of this Agreement.
Consultant may not terminate this Agreement except for cause.
17336.00603\8581981.2
11
3.14.2 Discontinuance of Services. Upon receipt of the written
Notice of Termination, Consultant shall discontinue all affected Services as directed in
the Notice or as otherwise provided herein, and deliver to the Commission all
Documents and Data, as defined in this Agreement, as may have been prepared or
accumulated by Consultant in performance of the Services, whether completed or in
progress.
3.14.3 Effect of Termination For Convenience. If the termination is
to be for the convenience of the Commission, the Commission shall compensate
Consultant for Services fully and adequately provided through the effective date of
termination. Such payment shall include a prorated amount of profit, if applicable, but
no amount shall be paid for anticipated profit on unperformed Services. Consultant
shall provide documentation deemed adequate by Commission's Representative to
show the Services actually completed by Consultant prior to the effective date of
termination. This Agreement shall terminate on the effective date of the Notice of
Termination.
3.14.4 Effect of Termination for Cause. If the termination is for
cause, Consultant shall be compensated for those Services which have been fully and
adequately completed and accepted by the Commission as of the date the Commission
provides the Notice of Termination. In such case, the Commission may take over the
work and prosecute the same to completion by contract or otherwise. Further,
Consultant shall be liable to the Commission for any reasonable additional costs
incurred by the Commission to revise work for which the Commission has compensated
Consultant under this Agreement, but which the Commission has determined in its sole
discretion needs to be revised, in part or whole, to complete the Project because it did
not meet the standard of care established in Section 3.9. Termination of this Agreement
for cause may be considered by the Commission in determining whether to enter into
future agreements with Consultant.
3.14.5 Cumulative Remedies. The rights and remedies of the
Parties provided in this Section are in addition to any other rights and remedies
provided by law or under this Agreement.
3.14.6 Procurement of Similar Services. In the event this
Agreement is terminated, in whole or in part, as provided by this Section, the
Commission may procure, upon such terms and in such manner as it deems
appropriate, services similar to those terminated.
3.14.7 Waivers. Consultant, in executing this Agreement, shall be
deemed to have waived any and all claims for damages which may otherwise arise from
the Commission's termination of this Agreement, for convenience or cause, as provided
in this Section.
3.15 Schedule and Progress of Services.
17336.00603\8581981.2
12
----------------------------------------------------
3.15.1 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel to perform
the Services in conformance with such conditions. In order to facilitate Consultant's
conformance with the Schedule, the Commission shall respond to Consultant's
submittals in a timely manner. Upon request of Commission's Representative,
Consultant shall provide a more detailed schedule of anticipated performance to meet
the Schedule of Services.
3.15.2 Modification of the Schedule. Consultant shall regularly
report to the Commission, through correspondence or progress reports, its progress in
providing required Services within the scheduled time periods. Commission shall be
promptly informed of all anticipated delays. In the event that Consultant determines that
a schedule modification is necessary, Consultant shall promptly submit a revised
Schedule of Services for approval by Commission's Representative.
3.15.3 Trend Meetings. Consultant shall conduct trend meetings
with the Commission's Representative and other interested parties, as requested by the
Commission, on a bi-weekly basis or as may be mutually scheduled by the Parties at a
standard day and time. These trend meetings will encompass focused and informal
discussions concerning scope, schedule, and current progress of Services, relevant
cost issues, and future Project objectives. Consultant shall be responsible for the
preparation and distribution of meeting agendas to be received by the Commission and
other attendees no later than three (3) working days prior to the meeting.
3.15.4 Progress Reports. As part of its monthly invoice, Consultant
shall submit a progress report, in a form determined by the Commission, which will
indicate the progress achieved during the previous month in relation to the Schedule of
Services. Submission of such progress report by Consultant shall be a condition
precedent to receipt of payment from the Commission for each monthly invoice
submitted.
3.16 Delay in Performance.
3.16.1 Excusable Delays. Should Consultant be delayed or
prevented from the timely performance of any act or Services required by the terms of
the Agreement by reason of acts of God or of the public enemy, acts or omissions of the
Commission or other governmental agencies in either their sovereign or contractual
capacities, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes or
unusually severe weather, performance of such act shall be excused for the period of
such delay.
3.16.2 Written Notice. If Consultant believes it is entitled to an
extension of time due to conditions set forth in subsection 3.16.1, Consultant shall pro-
vide written notice to the Commission within seven (7) working days from the time
17336.00603\8581981.2
13
Consultant knows, or reasonably should have known, that performance of the Services
will be delayed due to such conditions. Failure of Consultant to provide such timely
notice shall constitute a waiver by Consultant of any right to an excusable delay in time
of performance.
3.16.3 Mutual Agreement. Performance of any Services under this
Agreement may be delayed upon mutual agreement of the Parties. Upon such
agreement, Consultant's Schedule of Services shall be extended as necessary by the
Commission. Consultant shall take all reasonable steps to minimize delay in
completion, and additional costs, resulting from any such extension.
3.17 Status of Consultant/Subconsultants.
3.17.1 Independent Contractor. The Services shall be performed
by Consultant or under its supervision. Consultant will determine the means, methods
and details of performing the Services subject to the requirements of this Agreement.
Commission retains Consultant on an independent contractor basis and not as an
employee, agent or representative of the Commission. Consultant retains the right to
perform similar or different services for others during the term of this Agreement. Any
additional personnel performing the Services under this Agreement on behalf of
Consultant shall at all times be under Consultant's exclusive direction and control.
Consultant shall pay all wages, salaries and other amounts due such personnel in
connection with their performance of Services and as required by law. Consultant shall
be responsible for all reports and obligations respecting such personnel, including but
not limited to, social security taxes, income tax withholdings, unemployment insurance,
disability insurance, and workers' compensation insurance.
3.17.2 Prevailing Wages. By its execution of this Agreement,
Consultant certifies that it is aware of the requirements of California Labor Code
Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title
8, Section 16000 et ~ ("Prevailing Wage Laws"), which require the payment of
prevailing wage rates and the performance of other requirements on certain "public
works" and "maintenance" projects. The Services hereunder include construction
surveying and other services that required the payment of prevailing wage rates.
Therefore, Consultant agrees to fully comply with such Prevailing Wage Laws. Copies
of the prevailing rate of per diem wages that 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. Certified Payrolls are to be
submitted whenever required by Prevailing Wage laws.
17336.00603\8581981.2
14
3.17.3 Assignment or Transfer. Consultant shall not assign,
hypothecate, or transfer, either directly or by operation of law, this Agreement or any
interest herein, without the prior written consent of the Commission. Any attempt to do
so shall be null and void, and any assignees, hypothecates or transferees shall acquire
no right or interest by reason of such attempted assignment, hypothecation or transfer.
3.17.4 Subcontracting. Consultant shall not subcontract any portion
of the work or Services required by this Agreement, except as expressly stated herein,
without prior written approval of the Commission. If Consultant wishes to use a firm as
a subcontractor which is not specified in the proposal upon which this Agreement was
awarded, prior written approval must be obtained from the Commission. The
Subcontracts, if any, shall contain a provision making them subject to all provisions
stipulated in this Agreement.
Consultant has, as part of its proposal, identified certain
companies/firms that will be subconsultants utilized by Consultant ("Subconsultants") for
Project delivery. A list of said Subconsultants is attached hereto as Exhibit "C" Part 2
and made a part hereof. The Commission hereby approves the use by Consultant of
the Subconsultants identified in Exhibit "C" Part 2. In the event and prior to the
replacement of any Subconsultant approved herein, the Consultant shall seek and
obtain the Commission's written approval. Exhibit "C" Part 2 also sets forth the rates at
which each Subconsultant shall bill the Consultant for Services and that are subject to
reimbursement by the Commission to Consultant. Additional Direct Costs, as defined in
Exhibit "C" Part 1 shall be the same for both the Consultant and all subconsultants,
unless otherwise identified in Exhibit "C" Part 2.
Consultant acknowledges that approval of Consultant's utilization of
the identified Subconsultants together with the incorporation of Subconsultants' rate
schedules and cost proposals into this Agreement shall in no way be construed to
create any contractual relationship between any Subconsultant and the Commission.
The Subconsultant rate schedules and cost proposals contained herein are for
accounting purposes only. In the event that any Subconsultant shall bring any action,
claim or proceeding purporting to enforce any right purportedly arising under this
Agreement, the Consultant shall be responsible for the Commission's reasonable legal
fees without regard to the merits of any such claim.
3.18 Ownership of Materials/Confidentiality.
3.18.1 Documents & Data. This Agreement creates an exclusive
and perpetual license for Commission to copy, use, modify, reuse, or sub-license any
and all copyrights and designs embodied in plans, specifications, studies, drawings,
estimates, materials, data and other documents or works of authorship fixed in any
tangible medium of expression, including but not limited to, physical drawings or data
magnetically or otherwise recorded on computer diskettes, which are prepared or
caused to be prepared by Consultant under this Agreement ("Documents & Data").
17336.00603\8581981.2
15
Consultant shall require all subcontractors to agree in writing that
Commission is granted an exclusive and perpetual license for any Documents & Data
the subcontractor prepares under this Agreement.
Consultant represents and warrants that Consultant has the legal
right to grant the exclusive and perpetual license for all such Documents & Data.
Consultant makes no such representation and warranty in regard to Documents & Data
which were prepared by design professionals other than Consultant or provided to
Consultant by the Commission.
Commission shall not be limited in any way in its use of the
Documents & Data at any time, provided that any such use not within the purposes
intended by this Agreement shall be at Commission's sole risk.
3.18.2 Intellectual Property. In addition, Commission shall have
and retain all right, title and interest (including copyright, patent, trade secret and other
proprietary rights) in all plans, specifications, studies, drawings, estimates, materials,
data, computer programs or software and source code, enhancements, documents, and
any and all works of authorship fixed in any tangible medium or expression, including
but not limited to, physical drawings or other data magnetically or otherwise recorded on
computer media ("Intellectual Property") prepared or developed by or on behalf of
Consultant under this Agreement as well as any other such Intellectual Property
prepared or developed by or on behalf of Consultant under this Agreement.
The Commission shall have and retain all right, title and interest in
Intellectual Property developed or modified under this Agreement whether or not paid
for wholly or in part by Commission, whether or not developed in conjunction with
Consultant, and whether or not developed by Consultant. Consultant will execute
separate written assignments of any and all rights to the above referenced Intellectual
Property upon request of Commission.
Consultant shall also be responsible to obtain in writing separate
written assignments from any subcontractors or agents of Consultant of any and all right
to the above referenced Intellectual Property. Should Consultant, either during or
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.
17336.00603\8581981.2
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.
3.18.3 Confidentiality. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents and Data either created by or provided to Consultant
in connection with the performance of this Agreement shall be held confidential by
Consultant. Such materials shall not, without the prior written consent of Commission,
be used by Consultant for any purposes other than the performance of the Services.
Nor shall such materials be disclosed to any person or entity not connected with the
performance of the Services or the Project. Nothing furnished to Consultant which is
otherwise known to Consultant or is generally known, or has become known, to the
related industry shall be deemed confidential. Consultant shall not use Commission's
name or insignia, photographs of the Project, or any publicity pertaining to the Services
or the Project in any magazine, trade paper, newspaper, television or radio production
or other similar medium without the prior written consent of Commission.
3.18.4 Infringement Indemnification. Consultant shall defend,
indemnify and hold the Commission, its directors, officials, officers, employees,
volunteers and agents free and harmless, pursuant to the indemnification provisions of
this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade
name, trademark, or any other proprietary right of any person or entity in consequence
of the use on the Project by Commission of the Documents & Data, including any
method, process, product, or concept specified or depicted.
3.19 Indemnification. To the fullest extent permitted by law, Consultant
shall defend, indemnify and hold Commission, its directors, officials, officers,
employees, consultants, volunteers, and agents free and harmless from any and all
claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in
law or equity, to property or persons, including wrongful death, in any manner arising
out of or incident to alleged negligent acts, omissions, or willful misconduct of
Consultant, its officials, officers, employees, agents, consultants, and contractors arising
out of or in connection with the performance of the Services, the Project or this
Agreement, including without limitation the payment of consequential damages, expert
witness fees, and attorneys fees and other related costs and expenses. Consultant
shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid
suits, actions or other legal proceedings of every kind that may be brought or instituted
against Commission, its directors, officials, officers, employees, consultants, agents, or
volunteers. Consultant shall pay and satisfy any judgment, award or decree that may
be rendered against Commission or its directors, officials, officers, employees,
consultants, agents, or volunteers, in any such suit, action or other legal proceeding.
Consultant shall reimburse Commission and its directors, officials, officers, employees,
consultants, agents, and/or volunteers, for any and all legal expenses and costs,
including reasonable attorney's fees, incurred by each of them in connection therewith
17336.00603\8581981.2
17
or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall
not be restricted to insurance proceeds, if any, received by Commission, its directors,
officials officers, employees, consultants, agents, or volunteers. Notwithstanding the
foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8,
the above indemnity shall be limited, to the extent required by Civil Code Section
2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness,
or willful misconduct of the Consultant. Consultant's obligations as set forth in this
Section 3.19 shall survive expiration or termination of this Agreement.
3.20 Insurance.
3.20.1 Time for Compliance. Consultant shall not commence work
under this Agreement until it has provided evidence satisfactory to the Commission that
it has secured all insurance required under this section. In addition, Consultant shall not
allow any subcontractor to commence work on any subcontract until it has secured all
insurance required under this section.
3.20.2 Minimum Requirements. Consultant shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for
injuries to persons or damages to property which may arise from or in connection with
the performance of the Agreement by the Consultant, its agents, representatives,
employees or subcontractors. Consultant shall also require all of its subcontractors to
procure and maintain the same insurance for the duration of the Agreement. Such
insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at
least as broad as the latest version of the following: (1) General Liability: Insurance
Services Office Commercial General Liability coverage (occurrence form CG 0001); (2)
Automobile Liability: Insurance Services Office Business Auto Coverage form number
CA 0001, code 1 (any auto); and (3) if Consultant has employees, 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 and advertising injury and property damage. If Commercial General
Liability Insurance or other form with general aggregate limit is used, either the general
aggregate limit shall apply separately to this Agreement/location or the general
aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability:
$1,000,000 per accident for bodily injury and property damage; and (3) Workers'
Compensation and Employer's Liability: Workers' Compensation limits as required by
the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per
accident for bodily injury or disease.
3.20.3 Professional Liability. Consultant shall procure and
maintain, and require its subconsultants to procure and maintain, for a period of five (5)
17336.00603\8581981.2
18
years following completion of the Project, errors and om1ss1ons liability insurance
appropriate to their profession. Such insurance shall be in an amount not less than
$2,000,000 per claim.
3.20.4 Aircraft Liability Insurance. Prior to the direct or indirect use
of any civil aircraft to provide Services under this Agreement, Consultant shall procure
and maintain, or cause to be procured and maintained, aircraft liability insurance or
equivalent form, with a single limit of not less than $5,000,000 per each occurrence.
Such insurance shall include coverage for owned, hired and non-owned aircraft and
passengers, and shall name, or be endorsed to name, the Commission, its directors,
officials, officers, employees, consultants and agents as additional insureds with respect
to the Services or operations performed by or on behalf of the Consultant.
3.20.5 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms
approved by the Commission to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall be
endorsed to state that: (1) the Commission, its directors, officials, officers, employees
and agents shall be covered as additional insureds with respect to the Services or
operations performed by or on behalf of the Consultant, including materials, parts or
equipment furnished in connection with such work; and (2) the insurance coverage shall
be primary insurance as respects the Commission, its directors, officials, officers,
employees and agents, or if excess, shall stand in an unbroken chain of coverage
excess of the Consultant's scheduled underlying coverage. Any insurance or self-
insurance maintained by the Commission, its directors, officials, officers, employees and
agents shall be excess of the Consultant's insurance and shall not be called upon to
contribute with it in any way.
(B) Automobile Liability. The automobile liability policy
shall be endorsed to state that: (1) the Commission, its directors, officials, officers,
employees and agents shall be covered as additional insureds with respect to the
ownership, operation, maintenance, use, loading or unloading of any auto owned,
leased, hired or borrowed by the Consultant or for which the Consultant is responsible;
and (2) the insurance coverage shall be primary insurance as respects the Commission,
its directors, officials, officers, employees and agents, or if excess, shall stand in an
unbroken chain of coverage excess of the Consultant's scheduled underlying coverage.
Any insurance or self-insurance maintained by the Commission, its directors, officials,
officers, employees and agents shall be excess of the Consultant's insurance and shall
not be called upon to contribute with it in any way.
(C) Workers' Compensation and Employers Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the
Commission, its directors, officials, officers, employees and agents for losses paid
under the terms of the insurance policy which arise from work performed by the
Consultant.
17336.00603\8581981.2
19
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended,
voided or canceled except after thirty (30) days prior written notice by certified mail,
return receipt requested, has been given to the Commission; and (B) any failure to
comply with reporting or other provisions of the policies, including breaches of
warranties, shall not affect coverage provided to the Commission, its directors, officials,
officers, employees and agents.
3.20.6 Deductibles and Self-Insurance Retentions. Any deductibles
or self-insured retentions must be declared to and approved by the Commission. If the
Commission does not approve the deductibles or self-insured retentions as presented,
Consultant shall guarantee that, at the option of the Commission, either: (1) the insurer
shall reduce or eliminate such deductibles or self-insured retentions as respects the
Commission, its directors, officials, officers, employees and agents; or (2) the
Consultant shall procure a bond guaranteeing payment of losses and related
investigation costs, claims and administrative and defense expenses.
3.20.7 Separation of Insureds: No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds
provisions. In addition, such insurance shall not contain any special limitations on the
scope of protection afforded to the Commission, its directors, officials, officers,
employees, and agents.
3.20.8 Acceptability of Insurers. Insurance is to be placed with
insurers with a current AM. Best's rating no less than A:Vlll, licensed to do business in
California, and satisfactory to the Commission.
3.20.9 Verification of Coverage. Consultant shall furnish
Commission with original certificates of insurance and endorsements effecting coverage
required by this Agreement on forms satisfactory to the Commission. The certificates
and endorsements for each insurance policy shall be signed by a person authorized by
that insurer to bind coverage on its behalf. All certificates and endorsements must be
received and approved by the Commission before work commences. The Commission
reserves the right to require complete, certified copies of all required insurance policies,
at any time.
3.20.10 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.
3.21 Safety. Consultant shall execute and maintain its work so as to
avoid injury or damage to any person or property. In carrying out its Services, the
17336.00603\8581981.2
20
Consultant shall at all times be in compliance with all applicable local, state and federal
laws, rules and regulations, and shall exercise all necessary precautions for the safety
of employees appropriate to the nature of the work and the conditions under which the
work is to be performed. Safety precautions as applicable shall include, but shall not be
limited to: (A) adequate life protection and life saving equipment and procedures; (B)
instructions in accident prevention for all employees and subcontractors, such as safe
walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space
procedures, trenching and shoring, equipment and other safety devices, equipment and
wearing apparel as are necessary or lawfully required to prevent accidents or injuries;
and (C) adequate facilities for the proper inspection and maintenance of all safety
measures.
3.22 Fees and Payment.
3.22.1 Compensation. Consultant shall receive compensation,
including authorized reimbursements, for all Services rendered under this Agreement at
the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference.
The Total Compensation shall be on the basis of direct costs plus a fixed fee as further
set forth in Exhibit "C" and is not to exceed $[INSERT DOLLAR AMOUNll
3.22.2 Payment of Compensation. Consultant shall submit a
monthly itemized statement which indicates work completed and hours of Services
rendered by Consultant. The statement shall describe the amount of Services and
supplies provided since the initial commencement date, or since the start of the
subsequent billing periods, as appropriate, through the date of the Statement. Charges
specific to each Milestone listed in the Schedule of Services shall be listed separately
on an attachment to each statement. Each statement shall be accompanied by a
monthly progress report and spreadsheets showing hours expended for each task for
each month and the total Project to date. Each statement shall include a cover sheet
bearing a certification as to the accuracy of the statement signed by the Consultant's
Project Manager or other authorized officer.
3.22.3 Additional Work. Any work or activities that are in addition
to, or otherwise outside of, the Services to be performed pursuant to this Agreement
shall only be performed pursuant to a separate agreement between the parties.
Notwithstanding the foregoing, the Commission's Executive Director may make a
change to the Agreement, other than a Cardinal Change. For purposes of this
Agreement, a Cardinal Change is a change which is "outside the scope" of the
Agreement; in other words, work which should not be regarded as having been fairly
and reasonably within the contemplation of the parties when the Agreement was
entered into. An example of a change which is not a Cardinal Change would be where,
in a contract to construct a building there are many changes in the materials used, but
the size and layout of the building remains the same.
(a) In addition to the changes authorized above, a
modification which is signed by Consultant and the Commission's Executive Director,
17336.00603\8581981.2
21
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.
3.22.4 Reimbursement for Expenses. Consultant shall not be
reimbursed for any expenses unless authorized in writing by the Commission's
Representative.
3.23 Prohibited Interests.
3.23.1 Solicitation. Consultant maintains and warrants that it has
not employed nor retained any company or person, other than a bona fide employee
working solely for Consultant, to solicit or secure this Agreement. Further, Consultant
warrants that it has not paid nor has it agreed to pay any company or person, other than
a bona fide employee working solely for Consultant, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. For breach or violation of this warranty, the Commission
shall have the right to rescind this Agreement without liability.
3.23.2 Conflict of Interest. For the term of this Agreement, no
member, officer or employee of the Commission, during the term of his or her service
with the Commission, shall have any direct interest in this Agreement, or obtain any
present or anticipated material benefit arising therefrom.
3.23.3 Conflict of Employment. Employment by the Consultant of
personnel currently on the payroll of the Commission shall not be permitted in the
performance of this Agreement, even though such employment may occur outside of
the employee's regular working hours or on weekends, holidays or vacation time.
Further, the employment by the Consultant of personnel who have been on the
Commission payroll within one year prior to the date of execution of this Agreement,
where this employment is caused by and or dependent upon the Consultant securing
this or related Agreements with the Commission, is prohibited.
3.23.4 Covenant Against Contingent Fees. As required in
connection with Proposition 1 B 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
17336.00603\8581981.2
22
upon or resulting from the award or formation of this Agreement. For breach or violation
of this warranty, the Commission shall have the right to terminate this Agreement
without liability pursuant to Section 3.14, or at its discretion to deduct from the
Agreement price or consideration, or otherwise recover, the full amount of such fee,
commission, percentage, brokerage fee, gift, or contingent fee.
3.23.5 Covenant Against Expenditure of Local Agencv. 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 "F",
Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with the
attached instructions.
b) The Consultant's certification provided in this section is a material
representation of fact upon which reliance was placed when this Agreement was
entered into, and is a prerequisite for entering into this Agreement pursuant to Section
1352, Title 31, US. Code. Failure to comply with the restrictions on expenditures, or the
disclosure and certification requirements set forth in Section 1352, Title 31, US. Code
may result in a civil penalty of not less than $10,000 and not more than $100,000 for
each such failure.
c) The Consultant also agrees by signing this Agreement that he/she
shall require that the language set forth in this Section 3.23.5 be included in all
Consultant subcontracts which exceed $100,000, and that all such subcontractors shall
certify and disclose accordingly.
3.23.6 Employment Adverse to the Commission. Consultant shall
notify the Commission, and shall obtain the Commission's written consent, prior to
accepting work to assist with or participate in a third-party lawsuit or other legal or
administrative proceeding against the Commission during the term of this Agreement.
3.24 Accounting Records. Consultant shall maintain complete and
accurate records with respect to all costs and expenses incurred and fees charged
17336.00603\8581981.2
23
under this Agreement. As required in connection with Proposition 1 B funding, the
Federal Acquisition Regulations in Title 48, CFR 31 shall be the governing factors
regarding allowable elements of cost. All such records shall be clearly identifiable. The
accounting system of Consultant and each subconsultant under it shall conform to
Generally Accepted Accounting Principles (GAAP). Consultant shall allow a
representative of the Commission, the State, the California State Auditor or any duly
authorized representative of the State during normal business hours to examine, audit,
and make transcripts or copies of any and all ledgers and books of account, invoices,
vouchers, canceled checks, and any other records or documents created pursuant to
this Agreement. All such information shall be retained by Consultant for at least three
(3) years following termination of this Agreement. Following final settlement of the
contract accounts with Caltrans under this Agreement, such records and documents
may be microfilmed at the option of the Commission, but in any event shall be retained
for said three (3) year period after processing of the final voucher by Caltrans.
Consultant and each subconsultant will permit access to all records of employment,
employment advertisements, employment application forms, and other pertinent data
and records by the State Fair Employment Practices and Housing Commission, or any
other agency of the State of California designated by the State, for the purpose of any
investigation to ascertain compliance with Proposition 1 B funding requirements. Any
project cost for which the Consultant has received payment that are determined by
subsequent audit to be unallowable under 2 CFR 225, 48 CFR, Chapter 1, Part 31 or 49
CFR, Part 18, are subject to repayment by the Consultant to the State by and through
the Commission. Should the Consultant fail to repay moneys due to the State within
thirty (30) days of demand, or within such other period as may be agreed in writing
between the Parties hereto, the Commission is authorized to intercept and withhold
future payments due the Consultant hereunder.
3.25 Equal Opportunity Emplovment. Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all
activities related to initial employment, upgrading, demotion, transfer, recruitment or
recruitment advertising, layoff or termination.
3.26 Right to Employ Other Consultants. Commission reserves the right
to employ other consultants in connection with the Project. Consultant shall cooperate
fully with any other consultant engaged by the Commission on the Project.
3.27 Governing Law. This Agreement shall be governed by and
construed with the laws of the State of California. Venue shall be in Riverside County.
3.28 Attorneys' Fees. If either party commences an action against the
other party, either legal, administrative or otherwise, arising out of or in connection with
this Agreement, the prevailing party in such litigation shall be entitled to have and
recover from the losing party reasonable attorneys' fees and, all other costs of such
actions.
17336.00603\8581981.2
24
3.29 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.30 Headings. Article and Section Headings, paragraph captions or
marginal headings contained in this Agreement are for convenience only and shall have
no effect in the construction or interpretation of any provision herein.
3.31 Notices. All notices permitted or required under this Agreement
shall be given to the respective parties at the following address, or at such other
address as the respective parties may provide in writing for this purpose:
CONSUL TANT:
Attn: -------
COMMISSION:
Riverside County
Transportation Commission
4080 Lemon Street, 3rd Floor
Riverside, CA 92501
Attn: Executive Director
Such notice shall be deemed made when personally delivered or when
mailed, forty-eight (48) hours after deposit in the U.S. mail, first class postage prepaid,
and addressed to the party at its applicable address. Actual notice shall be deemed
adequate notice on the date actual notice occurred, regardless of the method of service.
3.32 Conflicting Provisions. In the event that provisions of any attached
exhibits conflict in any way with the provisions set forth in this Agreement, the language,
terms and conditions contained in this Agreement shall control the actions and
obligations of the Parties and the interpretation of the Parties' understanding concerning
the performance of the Services.
3.33 Amendment or Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.34 Entire Agreement. This Agreement contains the entire agreement
of the Parties relating to the subject matter hereof and supersedes all prior negotiations,
agreements or understandings.
3.35 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
3.36 Provisions Applicable When Proposition 1 B Funds Are Involved.
When funding for the Services provided by this Agreement are provided, in whole or in
part, from Proposition 1 B funds, Consultant shall fully and adequately comply with the
17336.00603\8581981.2
25
provisions included in Exhibit "D" (Proposition 1 B Requirements) attached hereto and
incorporated herein by reference.
3.37 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.
3.38 Survival. All rights and obligations hereunder that by their nature
are to be performed after any expiration or termination of this Agreement shall survive
any such expiration or termination.
3.39 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.40 Labor Certification. By its signature hereunder, Consultant certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Workers' Compensation or to
undertake self-insurance in accordance with the provisions of that Code, and agrees to
comply with such provisions before commencing the performance of the Services.
3.41 Counterparts. This Agreement may be signed in counterparts,
each of which shall constitute an original.
3.42 Subpoenas or Court Orders. Should Consultant receive a
subpoena or court order related to this Agreement, the Services or the Project,
Consultant shall immediately provide written notice of the subpoena or court order to the
Commission. Consultant shall not respond to any such subpoena or court order until
notice to the Commission is provided as required herein, and shall cooperate with the
Commission in responding to the subpoena or court order.
3.43 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the parties, and shall not be assigned by Consultant without
the prior written consent of Commission.
3.44 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
17336.00603\8581981.2
26
workman is required or permitted to work more than eight hours in any calendar day
and forty hours in any one calendar week without such compensation for overtime
violation of the provisions of the California Labor Code, unless Consultant or the
Services are not subject to the Eight-Hour Law.
3.45 Emolovment of Aoorentices. This Agreement shall not prevent the
employment of properly indentured apprentices in accordance with the California Labor
Code, and no employer or labor union shall refuse to accept otherwise qualified
employees as indentured apprentices on the work performed hereunder solely on the
ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice
shall be paid the standard wage paid to apprentices under the regulations of the craft or
trade in which he or she is employed and shall be employed only in the craft or trade to
which he or she is registered.
If California Labor Code Section 1777.5 applies to the Services,
Consultant and any subcontractor hereunder who employs workers in any
apprenticeable craft or trade shall apply to the joint apprenticeship council administering
applicable standards for a certificate approving Consultant or any sub-consultant for the
employment and training of apprentices. Upon issuance of this certificate, Consultant
and any sub-consultant shall employ the number of apprentices provided for therein, as
well as contribute to the fund to administer the apprenticeship program in each craft or
trade in the area of the work hereunder.
The parties expressly understand that the responsibility for compliance
with provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the
California Labor Code in regard to all apprenticeable occupations lies with Consultant.
3.46 Incorporation of Recitals. The recitals set forth above are true and
correct and are incorporated into this Agreement as though fully set forth herein.
3.47 Authority to Enter Agreement. Consultant has all requisite power
and authority to conduct its business and to execute, deliver, and perform the
Agreement. Each Party warrants that the individuals who have signed this Agreement
have the legal power, right, and authority to make this Agreement and bind each
respective Party.
[SIGNATURES ON FOLLOWING PAGE]
17336.00603\8581981.2
27
SIGNATURE PAGE TO
PROFESSIONAL SERVICES AGREEMENT
WITH PROPOSITION 1 B ASSISTANCE
IN WITNESS WHEREOF, this Agreement was executed on the date first written
above.
RIVERSIDE COUNTY
TRANSPORTATION COMMISSION
By:
LINSERT NAME__J
Chairman
[NOT NEEDED IF APPROVED BY
COMMISSION]
By:
Anne Mayer, Executive Director
Approved as to Form:
By:
Best Best & Krieger LLP
General Counsel
17336.00603\8581981.2
CONSULTANT
By:
Signature
Name
Title
ATTEST:
By:
Its: Secretary
28
EXHIBIT "A"
SCOPE OF SERVICES
L_INSERT_J
Exhibit A
17336.00603\8581981.2
29
EXHIBIT "8"
SCHEDULE OF SERVICES
L_JNSERT_J
Exhibit B
17336.00603\8581981.2
30
EXHIBIT "C"
COMPENSATION AND PAYMENT
For the satisfactory performance and completion of the Services under this
Agreement, the Commission will pay the Consultant compensation as set forth herein.
1. ELEMENTS OF COMPENSATION.
Compensation for the Services will be comprised of the following elements: 1.1
Direct Labor Costs; 1.2 Fixed Fee; and 1.3 Additional Direct Costs.
1.1 DIRECT LABOR COSTS.
Direct Labor costs shall be paid in an amount equal to the product of the
Direct Salary Costs and the Multiplier which are defined as follows:
1.1.1 DIRECT SALARY COSTS
Direct Salary Costs are the base salaries and wages actually paid to the
Consultant's personnel directly engaged in performance of the Services
under the Agreement. (The range of hourly rates paid to the Consultant's
personnel appears in Section 2 below.)
1.1.2 MULTIPLIER
The Multiplier to be applied to the Direct Salary Costs to determine the
Direct Labor Costs is , and is the sum of the
following components:
17336.00603\8581981.2
1.1.2.1 Direct Salary Costs
1.1.2.2 Payroll Additives
The decimal ratio of Payroll Additives to Direct Salary Costs.
Payroll Additives include all employee benefits, allowances for
vacation, sick leave, and holidays, and company portion of
employee insurance and social and retirement benefits, all federal
and state payroll taxes, premiums for insurance which are
measured by payroll costs, and other contributions and benefits
imposed by applicable laws and regulations.
Exhibit C-1
31
1.1.2.3 Overhead Costs
The decimal ratio of allowable Overhead Costs to the Consultant
firm's total direct salary costs. Allowable Overhead Costs include
general, administrative and overhead costs of maintaining and
operating established offices, and consistent with established firm
policies, and as defined in the Federal Acquisitions Regulations,
Part 31.2.
Total Multiplier
(sum of 1.1.2.1, 1.1.2.2, and 1.1.2.3)
1.2 Fixed Fee. A Fixed Fee of shall be paid to Consultant
for Consultant's complete and satisfactory performance of this Agreement
and all Services required hereunder. Commission shall pay the Fixed Fee
in monthly installments based upon the percentage of the Services
completed at the end of each billing period, as determined in the sole
discretion of the Commission's Representative, or his or her designee.
Consultant shall not be entitled to and shall forfeit any portion of the Fixed
Fee not earned as provided herein.
1.3 ADDITIONAL DIRECT COSTS.
Per Diem
Car mileage
Travel
Computer Charges
Photocopies
Blueline
LD Telephone
Fax
Photographs
REIMBURSEMENT RATE
[_insert charges__]
$ /day
$ /mile
$ /trip
$ /hour
$ /copy
$ /sheet
$ /call
$ /sheet
$ /sheet
Travel by air and travel in excess of 100 miles from the Consultant's office
nearest to the Commission's office must have the Commission's prior
written approval to be reimbursed under this Agreement.
2. DIRECT SALARY RATES
Exhibit C-2
17336.00603\8581981.2
32
Direct Salary Rates, which are the range of hourly rates to be used in
determining Direct Salary Costs in Section 1.1.1 above, are given below and are
subject to the following:
2.1 Direct Salary Rates shall be applicable to both straight time and overtime
work, unless payment of a premium for overtime work is required by law,
regulation or craft agreement, or is otherwise specified in this Agreement.
In such event, the premium portion of Direct Salary Costs will not be
subject to the Multiplier defined in Paragraph 1.1.2 above.
2.2 Direct Salary Rates shown herein are in effect for one year following the
effective date of the Agreement. Thereafter, they may be adjusted
annually to reflect the Consultant's adjustments to individual
compensation. The Consultant shall notify the Commission in writing prior
to a change in the range of rates included herein, and prior to each
subsequent change.
POSITION OR CLASSIFICATION RANGE OF HOURLY RATES
[_sample__]
Principal
Project Manager
Sr. Engineer/Planner
Project Engineer/Planner
Assoc. Engineer/Planner
Technician
Drafter/GADD Operator
Word Processor
$ .00 -$ .00/hour
$ .00 -$ .00/hour
$ .00 -$ .00/hour
$ .00 -$ .00/hour
$ .00 -$ .00/hour
$ .00 -$ .00/hour
$ .00 -$ .00/hour
$ .00 -$ .00/hour
2.3 The above rates are for the Consultant only. All rates for subconsultants
to the Consultant will be in accordance with the Consultant's cost
proposal.
3. INVOICING.
3.1 Each month the Consultant shall submit an invoice for Services performed
during the preceding month. The original invoice shall be submitted to the
Commission's Executive Director with two (2) copies to the Commission's
Project Coordinator.
3.2 Charges shall be billed in accordance with the terms and rates included
herein, unless otherwise agreed in writing by the Commission's
Representative.
Exhibit C-3
17336.00603\8581981.2
33
3.3 Base Work shall be charged separately, and the charges for each task
and Milestone listed in the Scope of Services, shall be listed separately.
The charges for each individual assigned by the Consultant under this
Agreement shall be listed separately on an attachment to the invoice.
3.4 A charge of $500 or more for any one item of Additional Direct Costs shall
be accompanied by substantiating documentation satisfactory to the
Commission such as invoices, telephone logs, etc.
3.5 Each copy of each invoice shall be accompanied by a Monthly Progress
Report and spreadsheets showing hours expended by task for each
month and total project to date.
3.6 Each invoice shall indicate payments to DBE subconsultants or supplies
by dollar amount and as a percentage of the total invoice.
3.7 Each invoice shall include a certification signed by the Consultant's
Representative or an officer of the firm which reads as follows:
I hereby certify that the hours and salary rates charged in this invoice are
the actual hours and rates worked and paid to the employees listed.
Signed ____________ _
Title
Date
Invoice No.
4. PAYMENT
4.1 The Commission shall pay the Consultant within four to six weeks after
receipt by the Commission of an original invoice. Should the Commission
contest any portion of an invoice, that portion shall be held for resolution,
without interest, but the uncontested balance shall be paid.
4.2 The final payment for Services under this Agreement will be made only
after the Consultant has executed a Release and Certificate of Final
Payment.
Exhibit C-4
17336.00603\8581981.2
34
...--------------------------------------------
EXHIBIT "D"
PROPOSITION 18 REQUIREMENTS
Notwithstanding anything to the contrary contained in the Agreement, including
the other Exhibits attached thereto, the following provisions shall apply if funding for the
Services is provided, in whole or in part, from Proposition 1 B by and through the
California Department of Transportation ("Caltrans").
1. Equal Employment Opportunity -Consultant must comply with Executive
Order 11246 (3 CFR, 1964-1965 Comp., p. 339), "Equal Employment Opportunity," as
amended by Executive Order 11375 (3 CFR, 1966-1970 Comp., p. 684), "Amending
Executive Order 11246 Relating to Equal Employment Opportunity," and as
supplemented by regulations at 41 CFR chapter 60, "Office of Federal Contract
Compliance Programs, Equal Employment Opportunity, Department of Labor."
2. Copeland "Anti-Kickback" Act (18 U.S.C. 874 and 40 U.S.C. 276c) -
Consultant must comply with the Copeland "Anti-Kickback" Act (18 U.S.C. 874), as
supplemented by Department of Labor regulations (29 CFR Part 3, "Consultants and
Subconsultants on Public Building or Public Work Financed in Whole or in Part by
Loans or Grants from the United States"). The Act provides that each contractor or
subrecipient must be prohibited from inducing, by any means, any person employed in
the construction, completion, or repair of public work, to give up any part of the
compensation to which he is otherwise entitled. The Commission shall report all
suspected or reported violations to the responsible DOE contracting officer.
3. Contact Work Hours and Safety Standards Act (40 U.S.C. 327-333) -
Consultant must comply with Sections 102 and 107 of the Contract Work Hours and
Safety Standards Act (40 U.S.C. 327-333), as supplemented by Department of Labor
regulations (29 CFR Part 5). Under Section 102 of the Act, each Consultant is required
to compute the wages of every mechanic and laborer on the basis of a standard work
week of 40 hours. Work in excess of the standard work week is permissible provided
that the worker is compensated at a rate of not less than 11 /2 times the basic rate of
pay for all hours worked in excess of 40 hours in the work week. Section 107 of the Act
is applicable to construction work and provides that no laborer or mechanic is required
to work in surroundings or under working conditions which are unsanitary, hazardous or
dangerous. These requirements do not apply to the purchases of supplies or materials
or articles ordinarily available on the open market, or contracts for transportation or
transmission of intelligence.
4. 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.
Exhibit D-1
17336.00603\8581981.2
35
5. Clean Air Act (42 U.S.C. 7401 et seq.), Federal Water Pollution Control
Act (33 U.S.C. 1251 et seq.), Clean Water Act (33 U.S.C. 1368), Executive Order
11738, and Environmental Protection Agency regulations (40 CFR Part 15), as
amended -Consultant shall comply with all applicable standards, orders or regulations
issued pursuant to the Clean Air Act (41 U.S.C. 7401 et seq.), Federal Water Pollution
Control Act (33 U.S.C. 1251 et seq. ), Clean Water Act (33 U.S.C. 1368), Executive
Order 11738, and Environmental Protection Agency regulations (40 CFR Part 15), as
amended. The Commission will report violations to the responsible contracting officer
and the Regional Office of the Environmental Protection Agency (EPA).
6. Davis-Bacon Act (40 U.S.C. 276a) -Consultant shall comply with the
Davis-Bacon Act (40 U.S.C. 276a to 276a-7) as supplemented by Department of Labor
regulations (29 CFR Part 5).
7. Contract Violations -Consultant shall comply with the applicable
administrative, contractual, and legal remedies in instances where Consultant violates
or breaches contract terms, and will be subject to sanctions and penalties as may be
appropriate and as outlined in the Contract.
8. Termination Provisions -Consultant shall comply with termination for cause and
termination for convenience provisions as outlined in the Contract, including the manner
by which it will be effected and the basis for settlement.
9. Reporting -Consultant shall comply with Caltrans requirements and regulations
pertaining to reporting.
10. Access to Documents -Consultant shall grant access by the grantee
(Commission), the granter agency (Caltrans), the State of California, or any of their duly
authorized representatives to any books, documents, papers, and records of the
Consultant which are directly pertinent to that specific contract for the purpose of
making audit, examination, excerpts, and transcriptions.
11. Retention of Records -Consultant shall retain all required records for at least
three years after Commission makes final payment and all other pending matters are
closed.
12. 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).)
Exhibit D-2
17336.00603\8581981.2
36
EXHIBIT "E"
CERTIFICATE OF CONSUL TANT
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 comm1ss1on, percentage, brokerage,
contingent fee, or other consideration, any firm or person (other than a
bona fide employee working solely for me or the above consultant) to
solicit or secure this agreement; nor
(b) agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the agreement; nor
(c) paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out this agreement.
By:
Signature
Name
Title
Date
Exhibit E
17336.00603\8581981.2
37
EXHIBIT "F"
DISCLOSURE OF LOBBYING ACTIVITIES
[ATTACHED BEHIND THIS PAGE)
Exhibit F-1
17336.00603\8581981.2
38
Local Assistance Procedureli Manual EXIIBIT 10-Q
Discosure of Lobbying Activities
Exhibit 10-Q Disclosure of Lobbying Acthities
DISCLOSURE OF LOBBYING ACTIVITIES
COMPLETE THIS FORM TO DISCLOSE LOBBYI1'G ACTIVTTJES l'URSUA.'l/T T031 USC 1352
1. Type of Federal Action:
D a. contract
b. grant
c. cooperative agreement
d. loan
2. Status of Federal Action:
D a. bid/offeriapplication
o. initial award
c. post-award
3. Report Type:
D a. inltial
b. material change
For Material Chang• O•ly:
e. loan guarantee
f. loan insurance
year__ quarter ___ ___,
4. Name and Address of Reporting Entity
Ornme 0 Subawar<lee
Tier ___ , ifk:nown
Congressional District, if known
6. Federal Department/Agrncy:
8. Fe-deral Action !\umber, if known;
10. a. Name and Addre .. of Lobby Enllty
(If individual, last name, fim name, MT)
date nf Inst report _____
1
5. lfRcporting Entity in No. 4 ls Suba ... ardee,
Enter Name and Addres• of Prime:
Congressional Dlstrlct, if known
7. Federal Program :"lame/Description:
CFDA Number, if applicable _________ ,
9. Award Amount, if known:
b. Individual• Performing Services (including
address if different from Ko. I Oa)
(last name, first name, Ml)
(attach Continuation Sheet(s) if necessary)
11. Amouat of Payment (check an that apply)
S D e<:rual D planned
12. Form of Payment (check all that apply): D a. cash D b. in·kind; specify: nature. ______ _
value ------
13. Type of Payment (check all that apply)
~ a. retainer
b. one-time tee
c. conunission
d. contingent fee
e deferred
f. other, spccrfy __
14. Brief Descrlplioo of Services Performed or to be performed and Date(•) of Service, Including
offlcer(s}, employee(s), or member(•) contacted, for Payment Indicated in Item 11:
(attach Continuation Sheet(s) ifnece<sary)
15. Continuation Sheet(s) attached: Vcs D No D
16. Information 1equested througJ1 thiJi form i!ii authorized by Title
31 U.S.C. Seclion 1352. This disdos11TC of lobbying reJiance
was placed by the tier above when his b"a.nsacLion was made
Dr ent~d mto. This disclosure is requirW pur.iuant to 31
U.S.C. 1352 This mformation will be reported to Congress
semiann.ially and will be available foe public insp~tlon. Any
perSon who fails to file the requ11cd disclosure shall be 8ubjecl
to a civil penalty ofnol less than SI0,000 and nol more thau
Signatwe: -----------------!
$ W0,000 for eac:h such failure.
Federal Use Only:
LPP 06-02
17336.00603\8581981.2
Print Name: _________________ 1
'fitJc: -------------------!
Telephone No.: _________ D•te: _____
1
Authori•ed for Local Reproduction
Standard I' orm -LLL
Standard Forni Ll.L R~\'. 04-28-06
Exhibit F-2
39
Page 10-77
May 1,2006
EXHBIT IO-Q Local Assistance Procedures Manual
Disclosure of Lobbying Activities·
INSTRUCTIONS FOR COMPLETION OF SF-LLL,
DlSCLOSURE OF LOBBYING ACTIVITlES
This disclosun: form shall be completed by the reporting entity, whether subawardee or pame federal recipient al the initiation or receipt of
"°'·cred federal action or a material change lo previous tiling pursuant 1o title 31 U.S.C. Section 1352. The filing of a fonn is required for
such payment or agreement to make payment to lobbying entity for influencing or attempting to influence an officer or employee of any
agency. a Member of Congress an officer or employ~i: of Congress or an employee of a Memher ofCongre..c;s in connection with a covered
federal action. Attach a continuation sheet for additional information if the space on the form is inadequate. Complete all items that apply
for both the initiaJ filing and material change report. Refer to the lmpleme11lmg guidance published by 1he Office of Managernent and
Budget for additional information.
1. Identify the type of covered federal action for which lobhying activity is and/or ha.'i l:ieen secured to influence, the outcome of a
covered federal action.
2. Identify the status of the covered federal action.
3. Identify the appropriate classificabon of this report. If this is a follow-up report caused by a mat.:rial change to the ioformation
previously reported, enter the year and quarter in which the change occurred. Enter the date of the last,, previously submitted
repon by this reponing entity for this covered federal action.
4. Enter the full name, atldress, city, slate and zip code of the reporting entity. Include Congressional District if known. Check the
appropnau: classification of the reporting entity that designates if it is or expects to be a prime or subaward recipient. Identify the
tier of the subawardcc, e.g .. the first subawardee of the prime is the fm;t tier. Subawards indudc but are not lim1ted to
subcontracts, subgrants and contract awards under grants.
5. 1fthe organization filing the report in Item 4. checks "Subawnrdee" then enter the full name, addres~. clty, State and zip code of
the prime federal recipient. lnc1udc Congress:fonal District, if known.
6. Enter the name of the federal agency making the award or loan ccmmitment. Include at least one organization level below
agency name, if known. For example~ Department of Transportation, United States Coast Guard.
7. Enter the federal program name ordcseription for the covered federal action (item I). If known, enter the full Catalog ofFedernl
Domestic Assistance (CFlJA) number for gran~, coop~ative agreements, loans and loan corrunHments.
8. Enter the most appropriate federal identifying nwuber available for tht! fot.leral itction idtmtification in item l (e.g., Request for
Proposal (RFP) number. Invitation for Bid (TFB) number, grant announcement number. the contract grant. or loan award number,
the application/proposal control number assigned by the federal agency) Include prefixes, e.g., "RFP-DE-90-00L"
9, For a ccvered federnl action where there has been an award or loan cnmm1tment hy the Federal agency, enter the federal amount
oflhe award/loan commitmenLllj for the prime entity identified in item 4 or 5.
10. (a) Enter the full name, address, city, state and zip code of the lobbying entity engaged by Ute repurting ontity identified in Item
4. to influenced the covered fcdcra1 action.
(b) Ent.er the full names of the individual(s) performing services and include full address if different from JO (a). Enter Last
Name, First Name and Middle Initial (Ml).
11. Enter the amount of compensation paid or reasonably expected to be paid by the reponing entity (Item 4) to the lobbying entity
(Item IO). Indicate whether the payment has been made (actual) or will be made (planned). Check all boxes that apply. If this is
a mateaal change report, ont.er the cumulative amount of payment made or planned to he made.
12 Che<:k the appropaate box( es). Check all boxes that apply. ff payment is made through an in-kind contribution, specify the
natu.re and value of the in-kind payment.
13. Check the appropriate box( es). Check all boxes that apply. If other, specify nature.
14. Prov1de a specific and de•ailed description of the services that the lobbyist has performed or will be expected to perform and the
date(s) of any services rendered. Include all preparatory and related activity not just time spent in Bctual contact with federal
officials. Identify the federal officer(s) or employee(s) conwcted or the officer(s) employee(•) or :vlember(s) of Congress that
were contacted.
15. Check whether m not a continuation sheet(s) is attached.
I 6. The certifying official shall sign and date the form, print his/her name title and telephone number.
PubJic reporting burden for this collection of infonnalion is estimated to average 30-minutes per response. including lime for reviewing
instruction, searching existing do.ta .u1urces, gathering and maintaining the data needed, and completing and reviewing the cotlechon of
information. S~nd cunummts regarding the burden estimate or any other aspect of this collection of infonnation) including suggestions for
reducing this burden,. to the Office of Management and Budget, Paperwork Reduction Project (0348-0046). Wt1shington, D.C. 20503.
St'-l.\.l .-ln111r1icur>n~ Rev 06-(14-IJ{Xd·:t\Dll'»
rage 10-78
May 1, 2006 LPP 06-02
Exhibit F-3
17336.00603\8581981.2
40
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