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04 April 22, 2013 Western Riverside County Programs and Projects• TIME: DATE: RIVERSIDE COUNTY TRANSPORTATION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE MEETING AGENDA 1 :30 p.m. Monday, April 22, 2013 LOCATION: BOARD ROOM • • County of Riverside Administrative Center 4080 Lemon Street, First Floor, Riverside ~ COMMITTEE MEMBERS otq/ Andrew Kotyuk, Chair I Scott Miller, City of San Jacinto Frank Johnston, Vice Chair I Micheal Goodland, City of Jurupa Valley Bob Botts I Deborah Franklin, City of Banning Karen Spiegel I Eugene Montanez, City of Corona Adam Rush I Ike Bootsma, City of Eastvale Scott Mann I Wallace Edgerton, City of Menifee Tom Owings I Marcelo Co, City of Moreno Valley Berwin Hanna I Kathy Azevedo, City of Norco Daryl Busch I Al Landers, City of Perris Ben Benoit I Timothy Walker, City of Wildomar Kevin Jeffries, County of Riverside, District I Marion Ashley, County of Riverside, District V ~STAFF otq/ Anne Mayer, Executive Director John Standiford, Deputy Executive Director ~AREAS OF RESPONSIBILITY otq/ Air Quality, Capital Projects, Communications and Outreach Programs, lntermodal Programs, Motorist Services, New Corridors, Regional Agencies/Regional Planning, Regional Transportation Improvement Program (RTIP), Specific Transit Projects, State Transportation Improvement Program (STIP), Transportation Uniform Mitigation Fee (TUMF) Program, and Provide Policy Direction on Transportation Programs and Projects rel~ted to Western Riverside County and other areas as may be prescribed by the Commission. Comments are welcomed by the Committee. If you wish to provide comments to the Committee, please complete and submit a Speaker Card to the Clerk of the Board. COMM-WRC-00013 • • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE www.rctc.org AGENDA* *Actions may be taken on any item listed on the agenda 1:30 p.m. Monday, April 22, 2013 BOARDROOM County Administrative Center 4080 Lemon Street, First Floor Riverside, California 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 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. In addition, the maximum time for public comment for any individual item or topic is thirty (30) minutes. 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. Western Riverside County Programs and Projects Committee April 22, 2013 Page 2 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. 5. APPROVAL OF MINUTES -FEBRUARY 25, 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 213 vote of the Committee. If there are less than 213 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. STATE ROUTE 91 DESIGN-BUILD CONT,RACT Page 1 Overview This item is for the Committee to: 1 ) Award Agreement No. 12-31-113 to Atkinson/Walsh, a Joint Venture, for the design and construction of the State Route 91 Corridor Improvement Project (SR-91 CIP) in the amount of $632,572,050, plus a contingency amount of $31,628,603, for a total amount not to exceed $664,200,653; 2) Authorize ttie Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director to approve contingency work to be performed pursuant to the agreement terms up to the total not to exceed amount; 4) Authorize staff to issue a Notice to Proceed No. 1 in the amount of $1 0 million after execution of the agreement; 5) Authorize staff to issue a Notice to Proceed No. 2 for the remainder of the contract work after· the successful sale of toll revenue and Measure A sales tax bonds and funding of the U.S. Department of Transportation (USDOT) Transportation Investment Finance and Innovation Act (TIFIA) loan; and 6) Forward to the Commission for final action. • • • • • • Western Riverside County Programs and Projects Committee April 22, 2013 Page 3 8. STATE ROUTE 91 PROJECT AND CONSTRUCTION MANAGEMENT SERVICES 9. Overview Page 17 This item is for the Committee to: 1) Approve Agreement No. 09-31-081-03, Amendment No. 3 to Agreement No. 09-31-081-00, with Parsons Transportation Group, Inc. (Parsons) to provide project and construction management (PCM) services for Phase 2 of the SR-91 Corridor Improvement Project (SR-91 CIP) widening and extension of the 91 Express Lanes design-build project in the amount of $81,410, 793, plus a contingency of $6.1 million for a total amount not to exceed $87,510,793, and a total authorized contract value, for Phase 1 and 2, of $147,595,337; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director or designee to approve contingency work up to the total authorized amount as may be required for the project; and 4) Forward to the Commission for final action. 91 EXPRESS LANES OPERATOR AGREEMENT Overview Page 22 This item is for the Committee to: 1) Approve the 91 Express Lanes Operator Agreement between the Orange County Transportation Authority (OCTA), the Riverside County Transportation Commission (Commission), and Cofiroute USA, LLC (Cofiroute) for operations and maintenance services for the 91 Express Lanes in an amount of $30,998, 133, plus a contingency amount of $3,099,813 for a total amount not to exceed $34,097,946; 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director to approve contingency work up to the total amount not to exceed as required for the agreement; and 4) Forward to the Commission for final action . Western Riverside County Programs and Projects Committee April 22, 2013 Page 4 10. TRANSPORTATION UNIFORM MITIGATION FEE PROGRAM REGIONAL ARTERIAL FUNDS -CITY OF PERRIS PROGRAMMING REQUEST Overview Page 30 This item is for the Committee to: 1) Approve the request by the city of Perris to program Transportation Uniform Mitigation Fee (TUMF) Regional Arterial funds in the amount of $1.36 million for the Perris Boulevard widening project from Ramona Expressway to Perry Street; 2) Accept $2,388,000 million in federal Surface Transportation Program (STP) funds from the Perris Boulevard project for reprogramming at the discretion of the Commission; 3) Approve Agreement No. 08-72-097-02, Amendment No. 2 to Agreement No. 08-72-097-00, with the city of Perris to add TUMF funding for the construction phase; 4) Authorize the Executive Director, pursuant to legal counsel review, to execute the amendment on behalf of the Commission; and 5) Forward to the Commission for final action. 11. AMENDMENT WITH STV INCORPORATED TO PROVIDE DESIGN SUPPORT .DURING CONSTRUCTION FOR THE PERRIS VALLEY LINE PROJECT Overview Page 32 This item is for the Committee to: 1) Approve Agreement No. 07-33-123-10, Amendment No. 10 to Agreement 07-33-123-00, with STV Incorporated (STV) for design support during construction for the Perris Valley Line (PVL) in the amount of $6,841, 749, plus a contingency amount of $1 million, for a total amount not to exceed $ 7, 841 , 7 49, and a total authorized contract value of $48,673,386; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director or designee, pursuant to legal counsel review, to approve the use of the contingency as may be required for the project; and 4) Forward to the Commission for final action. • • • • • • Western Riverside County Programs and Projects Committee April 22, 2013 Page 5 12. COMMISSIONERS I STAFF REPORT Overview This item provides the opportunity for the Commissioners and staff to report on attended and upcoming meeting/conferences and issues related to Commission activities. 13. ADJOURNMENT AND NEXT MEETING The next Western Riverside County Programs and Projects Committee meeting is scheduled to be held at 1 :30 p.m., Monday, June 24, 2013, Board Chambers, First Floor, County Administrative Center, 4080 Lemon Street, Riverside . RIVERSIDE COUNTY TRANSPORTATION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS SIGN-IN SHEET APRIL 22, 2013 NAME AGENCY E MAIL ADDRESS LJ/-!-,,t/ ~/J/o~IT' VU'J' t..LJO h LA 'l"l_L. . -·~~~~A2 /7/~.~.h , I~ 0 In , VJ o-1 (\-5 ~a..uµ fl\/~ "!J'2.. IC \..V"' r ,._; ~ 7&J A./~ /(/ ;~ c_ c) ,/ f!vvt rJ udftlc~> Rtu (o S1r~ :fl::-~ /2-.L,.,~ I A /L:..rl/) /L ~ L. r:, f: Yt»h t_. ::j,.'1}, YI'<..~ '" H.A ~.AA--Vcdl0L/· f'vl ''* A... I t) "' A A( If< s::.-1 n \V,_.A,_-17 -n1:/r{_r ~M!ll1Mi1!VM' !ll/l£il1«~ t ~_pi ~d_,_p , ./"', -·-,.... --~ ~A' r~ '"'.-"Y'- ;.v/PA pg~;~-£:> (f~ /J l - RIVERSIDE COUNTY TRANSPORTATION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE ROLL CALL APRIL 22, 2013 County of Riverside, District I County of Riverside, District V City of Banning City of Corona City of Eastvale City of Jurupa Valley City of Menifee City of Moreno Valley City of Norco City of Perris City of San Jacinto City of Wildomar Absent D D D D D D D ft' D D D D DETACH AND SUBMIT TO THE CLERK OF THE BOARD DATE: Apr" I 2 2 I UJ/ :3 CHECK IF SUBJECT OF PUBLIC COMMENTS: ~ PUBLIC COMMENTS: R~ue;-f -k, ~Ifq>Cl}lt*' A cf1u0 AGENDA ITEM NO.: 7 SUBJECT OF ~ (AS LISTED ON THE AGENDA) AGENDA ITEM: S-tto[<" '<" ..ivte ]). "':!t :3.,/ Q a,_, tr (Ir/-NAME: (VJ I ch ae/ IY21nche Ila PHONE NO.:rz1-Vu12--'290,1 ADDRESS: 72-5' .::5. ;-() c;u~ ';! .,t-32tJ Q 4s/'V -f' /P,1 . 'i.!22./ 2 STREET Cl ZIP CODE REPRESENTING: Sh1rnt!A ,cl~ cJlocl6 e1ki ,· EALF PHONE NO.:(q49) ??_3-150() NAME OF AGENCY I OR ANIZATION I GROUP J BUSINESS ADDRESS: /(2'-10/ S:.1c11 tlh<" (L..,)(t1 __:lrv1l1P <'11 92&/J=' STREET CITY ZIP CODE ~ rACH AND SUBMIT TD THE CLERK OF THE BOARD DATE: µ-c../ /3 SUBJECT OF J2cTZ-/ a/ PUBLIC COMMENTS: __ +, ___ <-__ ~-/_____.!._ _______ _ CHECK IF PUBLIC COMMENTS: 0 SUBJECT OF -----:,.--/----AGENDA ITEM: _____________ _ ADDRESS: 4' mat. y-' (/ PHONE NO.: f tf f -.5 .5.J-1!!5 Jb 11 e; Sc 1e/lfrf/ c_ f/V /J-r j;(vi Ae. C/f-926?/ _s STREET ~ CITY 'ZIP CODE NAME: REPRESENTING: 5 0 r PHONE NO.: _____ _ NAME OF AGENCY I ORGANIZATION I GROUP BUSINESS ADDRESS:. ____________________________ _ STREET CITY ZIP CODE • • • l AGEN A ITEM 5 Ml UTES . • . \ • I ••••• :·,~ . • • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE Monday, February 25, 2013 MINUTES 1 . CALL TO ORDER The meeting of the Western Riverside County Programs and Projects Committee was called to order by Chair Adam Rush at 1 :32 p.m., in the Board Room at the County of Riverside Administrative Center, 4080 Lemon Street, First Floor, Riverside, California, 92501. 2. PLEDGE OF ALLEGIANCE 3 . At this time, Chair Rush led the Western Riverside County Programs and Projects Committee in a flag salute. ROLL CALL Members/Alternates Present Marion Ashley Ben Benoit Bob Botts Daryl Busch Berwin Hanna Kevin Jeffries Frank Johnston Andrew Kotyuk Adam Rush Karen Spiegel Members Absent Scott Mann Tom Owings 4. PUBLIC COMMENTS There were no requests to speak from the public . RCTC WRC Programs and Projects Committee Minutes February 25, 2013 Page 2 5. APPROVAL OF MINUTES -OCTOBER 22, 2012 and NOVEMBER 26, 2012 M/S/C (Johnston/Hanna) to approve the minutes as submitted. Abstain: Commissioners Daryl Busch and Kevin Jeffries 6. ADDITIONS/REVISIONS There were no additions or revisions to the agenda. 7. ELECTION OF OFFICERS At this time, Chair Rush opened nominations for the slate of officers. Chair Rush, seconded by Commissioner Karen Spiegel, nominated Commissioner Andrew Kotyuk for the Chair position. No other nominations were received. Chair Rush closed nominations. Commissioner Kotyuk was elected as the Western Riverside County Programs and Projects Committee Chair for 2013. Commissioner Kotyuk abstained from the vote. • Commissioner Bob Botts, seconded by Commissioner Spiegel, nominated • Commissioner Frank Johnston for the Vice Chair position. No other nominations were received. Chair Rush closed the nominations. Commissioner Johnston was elected as the Western Riverside County Programs and Projects Committee Vice Chair for 2013. Commissioner Johnston abstained from the vote. At this time, Commissioner Kotyuk assumed the Chair. 8. AMENDMENT TO AGREEMENT FOR STATE ROUTE 91 TRAFFIC AND REVENUE STUDY SERVICES Michael Blomquist, Toll Program Director, provided an overview of the amendment to the agreement for State Route 91 traffic and revenue study services. In response to Commissioner Rush's question regarding the basis for this amendment, Michael Blomquist stated the primary services anticipated include participation in the upcoming rating agency presentations, sensitivity analysis requested by rating agencies, updating the investment grade traffic and revenue study, and ongoing coordination. • • • • RCTC WRC Programs and Projects Committee Minutes February 25, 2013 Page 3 Anne Mayer, Executive Director, added Stantec provided traffic and revenue sensitivity data and analysis as requested by Fitch and participated in both team working meetings and the formal rating presentation. The questions asked at those meetings were very detailed and Stantec was able to successfully answer all questions. In response to Commissioner Botts question regarding aging data, Michael Blomquist stated he does not anticipate the age of the data will be an issue. In response to Chair Kotyuk's question regarding previous bond ratings, Michael Blomquist noted the Commission only received a preliminary grade, and this is the Commission's first investment grade bond rating. Anne Mayer explained the difference between the ratings for sales tax bonds and preliminary investment grade bonds. M/S/C (Botts/Rush) to: 1) Approve Agreement No. 10-31-099-03, Amendment No. 3 to Agreement No. 10-31-099-00, with Stantec Consulting Services, Inc. (Stantec) to provide continued investment-grade traffic and revenue study services for the State Route 91 Corridor Improvement Project (SR-91 CIP) by augmenting the agreement in the amount of $205,000, comprised of $186,855, plus a contingency amount of $18,145, to cover potential changes in scope, for a total amount not to exceed $1,190,877; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director to approve contingency work up to the total not to exceed amount as required for the agreement; and 4) Forward to the Commission for final action. 9. AGREEMENTS FOR ON-CALL RIGHT OF WAY ENGINEERING AND SURVEYING SERVICES William Von Klug, Right of Way Manager, presented the scope of services for the agreement for on-call right of way engineering and surveying services . RCTC WRC Programs and Projects Committee Minutes February 25, 2013 Page 4 M/S/C (Johnston/Rush) to: 1 ) Award the following agreements to provide on-call right of way engineering and surveying services for a three-year term, with two one-year option periods, in an amount not to exceed an aggregate value of $300,000; a) Agreement No. 13-31-040-00 with Psomas; b) Agreement No. 13-31-097-00 with Huitt-Zollars, Inc.; and c) Agreement No. 13-31-098-00 with RBF Consulting, a Company of Michael Baker Corporation (RBF); 2) Authorize the Executive Director, or designee, to execute task orders awarded to contractors under the terms of the agreements; 3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements, including option years, on behalf of the Commission; and 4) Forward to the Commission for final action. Abstain: Jeffries 10. ACQUISITION AND SURPLUS OF REAL PROPERTY LOCATED AT VAN BUREN AND INDIANA IN THE CITY OF RIVERSIDE Will Von Klug presented the details of the acquisition and surplus of real property located at Van Buren Boulevard and Indiana Avenue in the city of Riverside. M/S/C (Busch/Spiegel) to: 1) Approve the purchase and acquisition of real property, APN 234-250-013 (Parcel 2) for the amount of $29,000 and APN 234-250-030 (Parcel 1) for the amount of $148,325 from the city of Riverside (Riverside), for a total cost of $177 ,325; 2) Declare as surplus the real property purchased and acquired from the city (APN 234-250-013 and 234-250-030); 3) Authorize the Executive Director to off er the surplus property for sale to the public; and 4) Forward to the Commission for final action. • • • • • • RCTC WRC Programs and Projects Committee Minutes February 25, 2013 Page 5 11 . AMENDMENT TO COMMISSION'S RAIL PROGRAM SHORT RANGE TRANSIT PLANS Henry Nickel, Staff Analyst, presented an overview of the amendment to the Commission's Commuter Rail Program's Short Range Transit Plans. M/S/C (Busch/Botts) to amend the Commission's Commuter Rail Program's FY 2004/05, FY 2009/10, FY 2010/11, and FY 2011112 Short Range Transit Plans (SRTPs) to reflect the reallocation of Proposition 1 B Public Transportation Modernization, Improvement, and Service Enhancement Account (PTMISEA) funds of $12,861 from the rail car procurement, $730,580 from the La Sierra Station parking lot expansion project, and $640,686 from the station plan plus interest accrued since January 1, 2013, to the Perris Valley Line closed circuit television (CCTV) and operations control center projects. 12. COMMISSIONERS I STAFF REPORT 12A. Anne Mayer announced: • • Staff will be traveling to Washington, D.C. in March and New York in April regarding the SR-91 CIP; and Two SR-79 realignment project public hearings will be held this week. 128. Commissioner Marion Ashley briefed the Committee on the Mid County Parkway public hearing. 12C. Commissioner Karen Spiegel announced the SR-91 ribbon cutting ceremony in Orange County on February 21 . RCTC WRC Programs and Projects Committee Minutes February 25, 2013 Page 6 13. ADJOURNMENT AND NEXT MEETING There being no further business for consideration by the Western Riverside County Programs and Projects Committee, the meeting was adjourned at 2:02 p.m. The next meeting of the Western Riverside County Programs and Projects Committee is scheduled for March 25, 2013, at 1 :30 p.m. Respectfully submitted, Jenn if er Harmon Clerk of the Board • • • • AGENDA ITEM 7 • • • • •• • • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: April 22, 2013 TO: Western Riverside County Programs and Projects Committee FROM: Michael Blomquist, Toll Program Director THROUGH: Anne Mayer, Executive Director SUBJECT: State Route 91 Design-Build Contract STAFF RECOMMENDATION: This item is for the Committee to: 1) Award Agreement No. 12-31-113 to Atkinson/Walsh, a Joint Venture, for the design and construction of the State Route 91 Corridor Improvement Project (SR-91 CIP) in the amount of $632,572,050, plus a contingency 2) 3) amount of $31,628,603, for a total amount not to exceed $664,200,653; Authorize the Chair or Executive Di~ector, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; Authorize the Executive Director to approve contingency work to be performed pursuant to the agreement terms up to the total not to exceed amount; 4) Authorize staff to issue a Notice to Proceed No. 1 in the amount of $10 million after execution of the agreement; 5) Authorize staff to issue a Notice to Proceed No. 2 for the remainder of the contract work after the successful sale of toll revenue and Measure A sales tax bonds and funding of the U.S. Department of Transportation (USDOT) Transportation Investment Finance and Innovation Act (TIFIA) loan; and 6) Forward to the Commission for final action. BACKGROUND INFORMATION: Early Development of the SR-91 CIP After the Orange County Transportation Authority purchased the 91 Express Lanes in 2003, Orange and Riverside Counties commissioned a major investment study (MIS) to identify a range of feasible alternatives that would improve mobility between the two counties. This study was initiated in June 2004 and completed in December 2005. Following the MIS, the Commission sponsored a project study report (PSR) to further develop and study the possible addition of one general purpose lane in each direction. The PSR was approved by Caltrans on Agenda Item 7 1 December 4, 2006. Simultaneously, the Commission performed an independent • feasibility study to determine the financial viability to construct tolled express lanes (TEL) on SR-91 in addition to the general purpose lanes proposed in the PSR. The Commission approved moving forward with environmental studies for TEL and general purpose lanes on SR-91 on December 13, 2006-. The draft environmental document was released for a public review period on May 20, 2011. The public comment period was closed on July 11, 2011. Environmental approval was obtained in November 2012. 10-Year Delivery Plan Measure A was first passed in 1989 with an expiration date of 2009. In 2002, voters approved a 30-year extension through 2039. At the same meeting in which the Commission approved moving forward with the SR-91 CIP environmental studies, the Commission adopted the 2009 Measure A Western County Highway 1 0-Year Delivery Plan ( 1 0-Year Delivery Plan). The 1 0-Year Delivery Plan calls for the development of TEL corridors within SR-91 and Interstate 1 5. Project Scope The SR-91 CIP is generally described as extending the existing 91 Express Lanes into Riverside County and the addition of a general purpose lane in each direction. • More specifically the SR-91 CIP improvements include: • Extend the existing 91 Express Lanes east from the Orange/Riverside County line to 1-15, a distance of approximately eight miles; • Add a TEL direct connector to and from 1-1 5, south of SR-91 ; • Add a general .purpose lane in each direction from the 71 /91 interchange to 1-15; • Improve five local interchanges within the city of Corona (Main Street, Lincoln Avenue, Maple Street, Serfas Club/Auto Center Drive, and Green River Road); • Add auxiliary lanes and other operational improvements throughout the project limits and specifically at the 15/91 interchange; • Install a fully automated electronic toll collection and enforcement system; and • Reconstruct impacted city streets, soundwall construction, and aesthetics improvements. Agenda Item 7 2 • • • • Selection of Contracting Method In order to achieve the benefits of the corridor improvements in a timely and most cost effective manner, the SR-91 CIP was procured and will be contracted through a single private entity under a competitively bid, best-value, design-build procurement. The decision to proceed with this approach was driven in large part by the financing mechanism. The design-build contract provides fixed-price and fixed-schedule and helps in securing financing through the sale of toll revenue bonds and obtaining a federal loan by providing greater cost and schedule certainty. Other benefits of the design-build approach include: • • Single point of responsibility where the design-builder is responsible for both final design and construction of the SR-91 CIP; and The design-builder assumes a greater share of risk relating to final design, construction, and delivery schedule, therefore reducing the chance of cost overruns and schedule delay. Opportunities for innovation to reduce cost and schedule can be captured through: o Alternative technical concepts (A TCs) that generally include innovative technical solutions or approaches to perform the work offered during the procurement phase that are equal or better than those set forth in the technical requirements; and o Value engineering during final design and construction. Authority to Use the Design-Build Method of Project Delivery In March 2010, the California Transportation Commission approved the C6mmission's use of the design-build method of project delivery for the SR-91 CIP under SB x2 4 (Cogdill) and the statewide design-build pilot program. Separately, to minimize the potential risk of litigation and attendant delay associated with using a design-build delivery method, the Commission also sought design-build authority through AB 2098 (Miller), which was ultimately passed and signed into law on September 23, 2010. Design-Build Procurement The Process The design-builder was selected using a two-step procurement process, as allowed by both federal design-build contracting regulations and SB x2 4. The first step consisted of prequalification based on a request for qualifications (RFQ). In accordance with AB 2098, the Commission followed a prequalification process. The second step consisted of the receipt and evaluation of price and technical Agenda Item 7 3 proposals in response to a request for proposal (RFP). The recommended award is based upon a best-value determination using criteria established in the RFP and previously approved by the Commission. Request for Qualifications Very soon after passage of AB 2098, staff issued the RFQ for design-build services. On October 21, 2010, the Commission received five statements of qualifications (SOQs) in response to the RFQ. A selection team of staff and agency partners reviewed the SOQs and performed a comprehensive evaluation. On January 5, 2011, the Commission announced the prequalification of the following four design-build teams: • Atkinson/Walsh, a Joint Venture • Flatiron/Skanska/Rados, a Joint Venture • The Kiewit T earn • Shimmick Construction Company, lnc./Obayashi Corp./FNF Construction, Inc. Attachment 1 includes a comprehensive listing of the four prequalified design-build teams. DISCUSSION: Summary of Commission Action from June 2012 At its June 2012 meeting, the Commission authorized staff to perform a number of actions related to the SR-91 CIP design-build procurement, including the following: • Issue a RFP and addenda; • Use the selection criteria and process for selection detailed in the staff report; • Select the three top-ranked Apparent Best Value (ABV) proposers; • Conduct limited negotiations with the top-ranked ABV proposer; and • Return to the Commission with a recommendation to award a contract. Attachment 2 summarizes the Commission's June 2012 actions, the subsequent procurement timeline followed up to contract award, and outlines the future timeline anticipated through financial close and the start of final design and construction. Agenda Item 7 4 • • • • • • Selection Process The process to determine the ABV proposer through a best-value design-build procurement for the SR-91 CIP was established by the Commission in accordance with federal requirements (23 CFR 636) and state requirements through SB x2 4 and AB 2098. Each of the four prequalified proposers submitted technical and financial proposals. The proposals were evaluated and scored on three primary factors: 1) proposal price; 2) proposed completion schedule; and 3) technical concepts and approach. The weighting of each factor was determined by staff and approved by the Commission prior to issuing the final RFP. The scored factors were then combined using the predetermined weighting to derive the highest score and the ABV proposer. The selection process commenced once the Commission received the proposals from the four prequalified firms on January 29, 2013. Attachment 3 generally illustrates the proposal evaluation and selection organization structure used. In addition to the subcommittees and advisory groups shown in Attachment 3, proposal pass/fail and proposal responsiveness groups also performed proposal evaluation work as described below. Attachment 4 illustrates the general selection process and is further described below. The steps leading up to selection of the ABV proposer and this recommendation for award of a design-build contract were as follows: • The proposals were received from the prequalified proposers and were logged in and stored in a secure location; • The proposals were then separated into two components -financial proposals and technical proposals -and provided to the financial proposal evaluation subcommittee (FPES) and technical proposal evaluation subcommittee (TPES), respectively, for evaluation. Each of these subcommittees was made up of staff and other agency personnel with the appropriate experience who made independent and confidential evaluations. The subcommittees were assisted by advisory groups made up of financial, legal, and project management professionals; • The subcommittees then performed a responsiveness review of their respective proposals to ensure the proposers met the requirements of the RFP, including organization, format, and inclusion of all forms; • Concurrent with the responsiveness review, each proposal was also evaluated against the pass/fail criteria identified in the RFP, which included such criteria as business organization, proposal security, Disadvantaged Business Enterprise certification, and adherence to the maximum time for schedule completion; • The subcommittees, through the respective advisory groups, submitted requests for clarification related to the responsiveness and pass/fail review to each of the proposers; Agenda Item 7 5 • • • • • •' • • • The respective subcommittees reviewed all responses to the clarification requests and waived certain minor informalities a·nd irregularities and concluded that all four proposals were responsive to the RFP requirements and met the pass/fail criteria; The financial and technical proposals were individually and comprehensively reviewed by advisory groups who provided the FPES and TPES, respectively, a summary of their findings and assessments; Each of the subcommittee members acting independently performed its own individual review and evaluation of the proposals; TPES members then met to form consensus subcommittee recommendations, which were scored based on the predetermined criteria and weighting of the technical concepts and approach; The TPES presented its recommended scoring to the Deputy Executive Director. The Deputy Executive Director accepted the recommendations of the TPES; The Deputy Executive Director, with the assistance of advisors and the TPES chair, presented the TPES recommendations to the Executive Director. The Executive Director accepted the recommendations of the TPES, which marked the completion of the technical proposal evaluation; The FPES completed its scoring based on the predetermined weighting of the proposal price and proposed completion schedule and, after the Executive Director accepted the recommendations of the TPES, submitted its recommendations to the Deputy Executive Director; The Deputy Executive Director, with the assistance of advisors and the FPES chair, combined the proposal scores, based on the predetermined weighting of the technical proposal score and price score; and The proposer with the highest score was selected for limited negotiations on March 8, 2013. Apparent Best Value Determination The best-value determination was based on a 100 point scale. The price score represented up to 80 points of the total score, and the technical score represented up to 20 points of the total score. The determination of ABV was based on the highest total proposal score (TPS) computed based on the following formula: Total Proposal Score (max. 100) = Price Score (max. 80) +Technical Score (max. 20) 1 . The Price Score The Price Scores were based on the following formula: Price Score = (APPVLow/APPV) * 80, where; Agenda Item 7 6 • • • • • • APPVLow Lowest Adjusted Proposal Present Value submitted by any Proposer when taking into account the schedule adjustment. APPV = Proposer's Adjusted Proposal Present Value as adjusted by the schedule adjustment of that Proposer. a. Contract Price and Proposal Present Value Calculations b. Agenda Item 7 The Proposal Present Value of each Financial Proposal was calculated by discounting the Contract Price using a discount rate of 4 percent per annum. The proposers' respective Proposal Present Values are set forth as follows: Proposer Contract Price Proposal Present Value Atkinson/Walsh, $627 ,256,050.00 $592,479,819.33 a Joint Venture Flatiron/Skanska/Rados, $736,604,282.00 $694,324,995.25 a Joint Venture The Kiewit Team $861,676,911.00 $806,850,698. 73 Shimmick/Obayashi/FN F, $591,567,490.45 $557,526,894.48 a Joint Venture Proposal Present Value Adjusted Due to Proposed Schedule The APPV is the sum total of the Proposal Present Value and the value of schedule adjustments. The RFP provided the proposer with the shortest duration to achieve substantial completion (opening all lanes to traffic) that is deemed feasible by the Commission will not receive an upward adjustment to its Proposal Present Value. However, the Proposal Present Value for each of the other proposers was to be increased by $95,000 per day times the number of calendar days' difference between its proposal and the proposal with the shortest duration. Each of the proposers proposed the same duration to achieve substantial completion, which was the minimum allowed, 1218 days (approximately 3 years, 4 months). Therefore, there was no schedule adjustment applicable to any proposal and no adjustments were made to the proposers' respective Proposal Present Values. As a result, the proposers' APPVs were the same as the Proposal Present Values . 7 Proposer Adjusted Proposal Present Value Atkinson/Walsh, a Joint Venture $592,479,819.33 Ffatiron/Skanska/Rados, a Joint Venture $694,324,995.25 The Kiewit T earn $806,850,698. 73 Shimmick/Obayashi/FNF, a Joint Venture $557,526,894.48 c. Calculation of Price Score The proposers' Price Scores were calculated using the formula set forth in the RFP and noted above. This calculation resulted in the following Price Scores. Proposer Price Score Atkinson/Walsh, a Joint Venture 75.28 Flatiron/Skanska/Rados, a Joint Venture 64.24 The Kiewit T earn 55.28 Shimmick/Obayashi/FNF, a Joint Venture 80.00 2. The Technical Score The Technical Score (maximum of 20 points) was calculated usirig the following formula: Technical Proposal Score = (Technical Proposal evaluation score/Highest Technical Proposal evaluation score for all Proposers) * 20 The evaluation factors for the Technical Proposal were as follows: • Technical Approach (maximum 45 points); • Project Delivery Approach (maximum 35 points); and • Quality Management Plan (maximum 20 points). a. Technical Proposal Evaluation Score The resulting technical proposal evaluation subcommittee evaluation scores are set forth below: Proposer Technical Proposal Evaluation Score Atkinson/Walsh, a Joint Venture 92.6 Flatiron/Skanska/Rados, a Joint Venture 92.6 The Kiewit T earn 73.8 Shimmick/Obayashi/FNF, a Joint Venture 63.8 Agenda Item 7 8 • • • • • • b. Calculation of Technical Score The proposers' Technical Scores were calculated using the formula noted above. That calculation resulted in the following Technical Scores: Proposer Technical Score Atkinson/Walsh, a Joint Venture 20.00 Flatiron/Skanska/Rados, a Joint Venture 20.00 The Kiewit T earn 15.94 Shimmick/Obayashi/FNF, a Joint Venture 13.78 The Price Scores and Technical Scores were combined and resulted in the following Total Proposal Scores: Proposer Price Technical Total Score Score Proposal (80 (20 points Score points max.) (100 points max.) max.) Atkinson/Walsh, a Joint Venture 75.28 20.00 95.28 Shimmick/Obayashi/FNF, a Joint Venture 80.00 13.78 93.78 Flatiron/Skanska/Rados, a Joint Venture 64.24 20.00 84.24 The Kiewit Team 55.28 15.94 71.22 Minor Additional Project Scope Items During the course of the design-build procurement in late 2012/2013, the SR-91 CIP continued to develop through the Commission's work with the California Highway Patrol (CHP), the existing 91 Express Lanes operator, BNSF Railroad, property owners, the city of Corona, and others which work and consultation resulted in the need for refinements to the project scope. For example, minor project scope changes were needed in four locations to allow for suitable room for CHP vehicle turnaround maneuvers for carpool lane enforcement. Similarly, minor changes to earth grading near BNSF' s signal at the West Prado Bridge were made to allow for an improved sight line from BNSF trains to their signal. The Commission identified 12 project scope refinements, and the Commission initiated an environmental approval process with Caltrans in March 2013 for those design refinements . Agenda Item 7 9 Contract Finalization and Negotiation of Minor Additional Project Scope Items · Given the timing of the identification of the necessary design refinements and resulting environmental approval process, and the need to reflect the updated scope and environmental review in the design-build contract, staff used the post- selection negotiation period contemplated under the RFP and authorized by the Commission in June 2012 to incorporate this work into the contract scope. The selection of the Apparent Best-Value Proposer was made on March 8, 2013. From March 14 to April 4, 2013, staff and Atkinson/Walsh worked together to finalize the contract, including participating in comprehensive negotiations to include the identified design refinements into the project scope. These negotiations resulted in the following increase in the contract price: Original Contract Price Additional Project Scope Items Adjusted Contract Price Schedule $627,256,050 $5,316,000 $632,572,050 The following table represents past and planned procurement milestones: Milestone Activity Date Issue final RFP to prequalified teams July 26, 2012 Final RFP addendum January 24, 201'3 Proposals due January 29, 2013 Proposal evaluation and selection Jan. 30-Mar. 8, 2013 Limited negotiation, contract conformance, and staff Mar. 9-Apr. 18, 2013 recommendation Proposed WRCPP Committee approval of contract award April 22, 2013 Caltrans and FHWA concurrence of contract award May 6, 2013* (pending) Proposed Commission approval of contract award May 8, 2013 Execute contract and Notice to Proceed No. 1 May 9, 2013 (est.) Financial close (sale of toll revenue and sales tax bonds) June 27, 2013 (est.) Notice To Proceed No. 2: full design and construction Sept. 6, 2013 (est.) * Due to the designation of the SR-91 CIP as a Federal Highway Administration (FHWA) "Major Project" per the High Profile Project Operating Agreement previously executed between the Commission, FHWA and Caltrans, both FHWA and Caltrans must concur with the contract award . Agenda Item 7 10 • • • ,-----1 • Contract Award and Notice to Proceed • • The contract was structured with the ability for the Commission to authorize the design-builder to proceed with work (notice to proceed) based upon achieving certain milestones. Notice to Proceed No. 1 is planned for issuance concurrent with the execution of the contract in the amount of $10 million allowing the design- builder to advance work in a number of areas including: • Establishing a co-located, core office space for all project personnel; • Development of various plans including: quality management, project management, environmental management, public outreach, health and safety, sustainability management, network administration, transportation management, maintenance work, job vehicle purchasing, and others; • Early design and deliverables including roadway geometry, utility maps, and project aesthetic concepts; • Site documentation, field surveys, geotechnical investigations, and utility identification; and • Baseline schedule. Upon successfully reaching financial close in late June (see previous schedule), the Commission is positioned to issue Notice to Proceed No. 2 for the remainder of the contract work 120 days after issuance of Notice to Proceed No. 1 provided the design-builder has met its contract obligations required for issuance. See the design-build contract in Attachments 5 and 6. RECOMMENDATIONS: Staff requests Commission approval of the design-build contract between the Commission and Atkinson/Walsh for a total amount not to exceed of $664,200,653, which includes a $632,572,050 contract value plus a contingency amount of $31,628,603. Further, authorization is requested for the Chair or Executive Director to execute the agreement on behalf of the Commission, the Executive Director to approve contingency work up to the total not to exceed amount, staff to issue a Notice to Proceed No. 1 in the amount of $10 million after agreement execution and Notice to Proceed No. 2 for the remainder of the contract work after the successful sale of toll revenue and Measure A sales tax bonds and funding of the USDOT TIFIA loan, and to forward to the Commission for final action . Agenda Item 7 11 • Financial Information FY 2012/13 $6,825,000 FY 2013/14 $120, 750,000 In Fiscal Year Budget: Yes Year: FY 2014/15 $237,631,800 $664,200,653 FY 2015/16 $225,225,000 FY 2016/17 $68, 728,853 FY 2017/18 $5,040,000 Measure A, sales tax revenue Source of Funds: bond proceeds, toll revenue bond Budget Adjustment: No proceeds, and TIFIA loan draws GL/Project Accounting No.: 003028 81601 262 31 81601 Fiscal Procedures Approved: ~~ I Date: I 04/16/13 Attachments: 1) Prequalified Proposer Listing: SR-91 Corridor Improvement Project 2) Procurement Timeline -Commission Action Periods 3) Proposal Evaluation and Selection Organizational Structure 4) Selection Process 5) Design-Build Contract -Terms, Conditions, and Appendices (on the website) • 6) Design-Build Contract -Technical Provisions (on the website) • Agenda Item 7 12 ATTACHMENT 1 PRE-QUALIFIED PROPOSER LISTING: SR-91 CORRIDOR IMPROVEMENT PROJECT • 1. Atkinson/Walsh, a Joint Venture Major Participants/ Atkinson Contractors, LP Principal Participants Walsh Construction Company The Walsh Group Clark Construction Group, LLC Guy F. Atkinson Construction, LLC Other Team Members URS -URS is not a Principal Participant or Equity Provider (Designer} WKE, Inc. Tatsumi and Partners, Inc. Westbound Communications Jacobs Engineering Group, Inc . "2~ •• .Th~lGewit Te~rri · .•'•·.··· ' .. · c;, .... " .•· "· . Major Participants/ Kiewit Infrastructure West Co. Principal Participants Other Team Members HNTB Corporation -Not a Principal Participant (Designer} Brutoco Engineering and Construction, Inc Riverside Construction Company, Inc (RCC} Kleinfelder West, Inc. lteris, Inc. Simon Wong Engineering Green Com, Inc. ' .· .. if;' 3 / ·, ltfatil'"Oti/sl<~nska/Jtados, a'JointVentuie . \: .}:1 ;i1,\ ····· ' .A'·.· "' · ""· ·· . • :•:C . / wj, ::./,· .. •.· •"· .' .. ,... :• ... , •,.;'< ,,,o•,,'. 'v •' • ' '''"'• •;-'>',, '•'•' ''• ,.''' ,;'C" • Major Participants/ Flatiron West, Inc . Principal Participants Skanska USA Civil West California District Steve P. Rados, Inc. Other Team Members AECOM (Lead Designer) CH2M Hill Consensus Inc. Kimley Horn & Associates Diaz Vourman and Associates Leighton Consulting, Inc. Lin Consulting Wilson & Co. David Evans & Associates Civil Works :4. S~imini~k t()l"lstrudloit Company, Jnc./Obayashi Corporation/ FN~ to11~tru;ction~ 1.n.c. · Major Participants/ Shimmick Construction Company, Inc. Principal Participants Obayashi Corporation FNF Construction, Inc. Biggs Cardosa Associates, Inc. MTS Engineers, Inc. BKF Engineers Faubel Public Affairs • TransCore Ultrasystems Environmental Hatch Mott MacDonald 13 • • .. · ,~,:·;_·~P -.t.,.·: J~Jv1~~'5'l~r~(l•10JL~E~JOil:-·.~:::. 0•$ ":d· -47WEEKS t--33-Wk~:-----r-----;w.-;;--1---;-v;k;:---r-SWk;.-··-·r3-~ , iSsu&,1 -L :~--sk-~---. FINAt BFP; I ... ~EIO!t,Q~AL l Al''"P'A!;lENT -£ ' g; EVALt::JATION I BtSfVA!t[J~ ~ '§": Q; ' 0 . I E!RQ!10SER u: V"I Cl ' Q.) C: ~ I o ,!',< "'' ~ § Q. • "' Q) "' o 1 "' c _ c r j Q) ·-e '• ~ :::::; S ·;:;; 1 o ro o ro o I <11 > -';;:; o... i 0 ·-~· V"I I 0.. ·-·-v ·-I Q) c. ~ ~ 0.. ·-i "' ,... • , ·-• v ..... ·-..... · c o ~ Q) E ...., > ' >. c: a; E ! e c ro c ro '1 ·-·;:; <C V"I I 0 o:i :roE CE: o... ro.2 ..C_2j ..Oro ....,o 1001<( : ::.;:: o ::> I .S: ro ~ ro E :::; v o.. J U Q.I : u"""""'0 w.J:i r:-> o-ro..2:!e z U, w'U>Q.la.. .. i \ l UJV1 \ j '-··-----···-·_J ____ .J -------·-·_) -----L ____ _ M Q) M § ~ ~ -·v; a..._. o V'\ "'·-"'·-- E ,... E ·;:: E. ro E 0.. Oi ::2: 0 <Cu u -----------· ________ _i_ __ .~-·-' I Corn mission authorizes staff to: • Issue final RFP plus all future addenda • Approve the selection criteria and process for selection forthe Apparent Best Value (ABV) proposer Approve the use of specific brand and trade names in the final RFP Negotiate with the ABV proposer Negotiate with 2nd-ranked proposer if ABV negotiations fail Authorize BAFO if in interest of commission Return with a recommendation to award a contract for Design-Build services • Approve stipend to be paid to unsuccessful proposers Commission authorizes staff to: Award design-build contract Issue Notice-To-Proceed (NTP) 111 Issue NTP lt2 subject to financial close ATTACHMENT 2 c: -vo ro c ·;:; c: ro v w: c: 2 .... O"l ..... -·-I.fl ro "' c +-' Q) 0 V> 0 u • lpri! )(lJ 3 ..... April 2013 • Prequalified Proposers submit Proposals to RCTC Financial Proposal Evaluation Subcommittee (FPES) Technical Proposal Evaluation Subcommittee (TPES) Executive Director and Deputy Executive Director (DED) • SR-91 Corridor Improvement Project SELECTION PROCESS • ATTACHMENT 4 utive c:tor s FPES g, then aves d TPES ES total re "¥-·f.o NOTE: Jn some instances, steps were partially concurrent with subsequent steps. 16 State Route 91 Design-Build Contract Award For Western Riverside County Programs and Projects Committee + Pre-Qual ified Teams Sh mm c~Construct•on(o1T1pany Inc Obayash<Corporaton FNFConstri..ct 011 Inc •Bigs c.rdoSll Assodatn, Inc. •MTS Er\lfn.en, Inc. •BKF En&lnnn •URS April 22, 2013 ~ ev t ..,fqstructu e,\<>stCo B•utc '-E"!i: ..,._.e, n& an, Con ct n Rver•c:e(of',t•u t..,r.•ompan> Inc Flat1roriwestlnc Skans~a USA C•v•I West StevePRJdoslnc •AECOM •CH2MHlll 4/23/2013 1 Design-build procurement authorization by Comm1ss1on (June 2012) • Issue Request for Proposal to the four pre -qualified teams • Approve the selection criteria • Approve the selection process • Select the three top-ranked proposers • Conduct limited negotiations with the top-ranked proposer • Return to the Commission with a contract award recommendation Determine the apparent best value (ABV) 4/23/2013 2 4/23/2013 [ Fixed lump sum pr icing [ Securing financing [ Single point of responsibility [ Risk transfer [ Innovation RCTC Comm1ss1on RCTC Counsel 3 Separation of technical proposals from financial proposals (price) -Separate technical proposal -Separate sealed financial proposal when submitted Independent evaluations of each proposal Technical Score= (Proposer's Tech . Eva I. I Highest Tech. Eval. of Any Proposer) X 20 Price Score= (Lowest Adjusted Price of Any Proposer I Proposer's Adjusted Price) X 80 Note: See the agenda report for a more comprehensive description including schedule adjustment 4/23/2013 4 Proposer Technical Proposal Evaluation Score {100 max) Atkinson I Walsh, a Joint Venture 92.6 92 .6 63.8 73 .8 Flatiron I Skanska I Rados, a Joint Venture Shimmick I Obayashi I FNF, a Joint Venture The Kiewit Team Technical Score= (Technical Proposal Eval. Score I Highest Technical Proposal Eval. Score) X 20 Proposer Technical Score {20 max) Atkinson I Walsh, a Joint Venture 20 .0 20 .0 13.78 15 .94 Flatiron I Skanska I Rados, a Joint Venture Shimmick I Obayashi I FNF, a Joint Venture The Kiewit Team DBE and Local Business Construction Staging Design Solutions • Aggressively recruit DBE and other local subcontractors and suppliers • Reduce barriers to DBE participation throu1h bonding assistance and educational seminars • Commit to develop greater awareness via outreach events and workshops • Perform early work to reduce the chokepoint at the 91/15 connector (north-to- west) • Construct two-step pavement widenin1 providing flexibility for ROW purchases • Construct 90% of the wortc behind traffic barrier for improved traveler safety • Permanent drainage design minimizes traffic disruptions durin1 construction • Design concepts reduce retainln1 walls required and lessens visual impact • Eliminates low overhead clearance at Lincoln bridle • Utilizes 3D modelina tools for all utilities to minimize relocations and conflicts • Proposed deslcn reduces costs to build the future 91/15 tolled express lane connector (to and from 1-15 to the north of SR-91) 10 4/23/2013 5 Aesthetics and Landscaping Quality Management Local Impacts Public Outreach Environmental Mitigation Toll Systems • Provides colored blocks on sound Wills and fractured rib texture on sound Will pilasters, MSE retaining walls, slope paving, and freeway barriers • Will use graffiti-resistant textures to discourage taggers • Landscaping will use drought-tolerant plants • Provided modular wall elements for ease of future replacement • Comprehensive quality training program for construction personnel • Latest PC tablet technology for field inspectors to increase effectiveness •Comprehensive quality staffing plan that demonstrated a thorough understanding of the project requirements • Freeway ramp closure plan reduces closure durations to minimize impacts to residents and businesses •Local street construction plan methods will maintain access to residents and businesses • Proactive approach to coordination with Corona • Provides helpline with 24/7 trained staff to receive input ind provide information 11 • Develops a mobile application to communicate real time project information • Contacts every property owner impicted by the project through neighborhood meetings, project flyers, and project information booths at locil events • Sound approach to mitigating construction noise, vibration, and dust • Comprehensive process to ensure all project environmental commitments are met and mitigations performed • Plin to update environmental permits throughout the project design •All field personnel will receive comprehensive environmental training • Relevant experience and lessons learned from the LA Metro's recently·opened 1-10/1-110 Express Lanes Project • Provides early work site access to the toll systems integrator reducing schedule risk 12 4/23/2013 6 APPVLow = Lowest Adjusted Proposal Present Value submitted by any Proposer when taking into account the schedule adjustment APPV = Proposer's Adjusted Proposal Present Value as adjusted by the schedule adjustment of that proposer Proposer Atkinson I Walsh, a Joint Venture Flatiron I Skanska I Rados, a Joint Venture Shimmick I Obayashi I FNF, a Joint Venture The Kiewit Team Contract Price $627,256,050.00 $736,604,282.00 $591,567,490.45 $861 ,676,911 .00 Price Score (max 80 pts) = (APPVLow / APPV) X 80 points 13 Adjusted Proposal Present Value $592,479,819.33 $694,324,995 .25 $557,526,894.48 $806,850,698. 73 Proposer Price Score (max 80 points) Atkinson I Walsh, a Joint Venture Flatiron I Skanska I Rados, a Joint Venture Shimmick I Obayashi I FNF, a Joint Venture The Kiewit Team 75.28 64.24 80.00 55 .28 4/23/2013 7 ... Atkinson I Walsh Proposer •• . - I '. t Total Proposal Score {100 points max.) Atkinson I Walsh, a Joint Venture Shimmick I Obayashi I FNF, a Joint Venture Flatiron I Skanska I Rados, a Joint Venture The Kiewit Team 75 .28 80.00 64.24 55 .28 Atkinson I Walsh Shimmick I Obayashi I Rados Difference $627,256,050 .00 $591,567.490 .45 $35,688,559 .55 Best Value Selection: 20.00 13 .78 20.00 15.94 Price Score + Technical Score 95.28 93 .78 84.24 71.22 15 {APPVLow/APPV) x 80 + (Tech . Score/High Tech . Score) X 20 Atkinson I Walsh Shimm ick I Obayashi I Rados 6% difference in price score = 95 .28 = 93 .78 45% difference in technical score! 16 4/23/2013 8 Necessary Design Refinements • Twelve items sought for inc lusion in the project scope • Examples : CHP turnaround areas for carpool lane enforcement, BNSF slope grading • Environmental approval for twelve items being sought by staff Limited negotiations authorized by Commission in June 2012 • Negotiations conducted from March 14 -April 4, 2013 • Negotiated amount represents a 0 .85% increase i n the original contract price --+ • Issued concurrent with contract execution • Authorizes $10 million to advance certain work and mobilize resources • Majority of authorization withheld • Sale of toll revenue and sales tax bonds • TIFIA loan closes concurrent with bond sales • Successful project financing triggers remainder of authorization • Issued after financial close & 120 days after Notice to Proceed #1 • Authorizes the rest of the final design and construction • Atkinson I Walsh required to meet certain contract obligations 17 18 4/23/2013 9 Final RFP issued July 25, 2012 Proposals received January 29, 2013 I Proposal evaluation and selection Jan. 30-March 8, 2013 Proposed RCTC Board approval of design-build contract May 8, 2013 Proposed WRCPP Committee approval of design-build contract April 22, 2013 L1m1ted negot1at1on, staff recommendation March 9-Apnl 18, 2013 Approve the Design-Build Contract •Contract value : $632,572,050 •Contingency : + $31,628,603 •Total not to exceed: $664,200,653 Authorize Chair or Executive D rector to e ecute contract Authorize Exec t ve D rector to appro e a thor zed cont ngency Authorize staff to ss e Not ce to Proceed 111and112 Execute contract and issue Noti ce to Proceed 111 ·-May 9, 2013 (est .) I Financial Close -sale of toll revenue and sales tax bonds . June 27, 2013 (est.) ' . I ' ~Issue Notice to Proceed " #2 for full design and f _ construction ! SeRtember 6, 2013 {est .) """·'""' ·« ~.·· J"tfJ> 4/23/2013 19 20 10 4/23/2013 SR-91 Corridor (c...-.\.1ro1111w,_.\ ."'~:-:; 91 mprovement Project 21 11 • • AGENDA ITEM 8 • • ) • • • • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: April 22, 2013 TO: Western Riverside County Programs and Projects Committee FROM: David Thomas, Toll Project Manager Michael Blomquist, Toil Program Director THROUGH: Anne Mayer, Executive Director SUBJECT: State Route 91 Project and Construction Management Services STAFF RECOMMENDATION: This item is for the Committee to: 1) Approve Agreement No. 09-31-081-03, Amendment No. 3 to Agreement No. 09-31-081-00, with Parsons Transportation Group, Inc. (Parsons) to provide project and construction management (PCM) services for Phase 2 of the SR-91 Corridor Improvement Project (SR-91 CIP) widening and extension of the 91 Express Lanes design-build project in the amount of $81,410, 793, plus a contingency of $6.1 million for a total amount not to exceed $8 7, 510,793, and a total authorized contract value, for Phase 1 and 2, of $147,595,337; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director or designee to approve contingency work up to the total authorized amount as may be required for the project; and 4) Forward to the Commission for final approval. BACKGROUND INFORMATION: Due to the passage of the 2009 Measure A extension in 2002, the Commission adopted the 2009 Measure A Western County Highway 10-Year Delivery Plan (10-Year Delivery Plan) in December 2006. In this action, the Commission also directed staff to proceed with development of a project report/environmental document for all new projects identified in the plan. The SR-91 CIP was included in the 10-Year Delivery Plan and given high priority by the Commission. In September 2007, the Commission approved an agreement with PB Americas and authorized staff to proceed with preliminary engineering/environmental services for the SR-91 CIP. The project report/environmental document was completed in November 2012 . Agenda Item 8 17 In October 2009, the Commission approved an agreement with Parsons to provide PCM design-build services for the SR-91 CIP. The services were separated into two phases. Phase 1 included working on interagency agreements, right of way (ROW) acquisition, utility relocations, coordination with the railroad, advanced preliminary engineering, coordinating tolling infrastructure and operation requirements and agreements, project controls and implementation planning, public outreach, and culminating in the procurement of a design-builder. Phase 2 included management of the design-builder through final design, construction, testing and start-up and acceptance of the SR-91 CIP. As part of the Commission's approval in 2009, the Commission authorized staff to proceed with Phase 1 work, and, following successful completion of the Phase 1 work, the Commission also authorized staff to negotiate the scope and fee for Phase 2 work and bring back to the Commission at a later date for a separate request for authorization of the Phase 2 work. Structuring the work in two phases allowed for a key decision point for the Commission. Phase 1 covers all work necessary from the PCM prior to the sale of toll revenue and sales tax bonds. Phase 2 agreement authorization would be provided upon successful sale of toll revenue and sales tax bonds expected to be completed in June 2013. A two-phase approach allowed the Commission to control whether and when to begin Phase 2 activities. The agreement with Parsons included an option to add Phase 2 services through an amendment to the agreement subject to Commission approval. Completion of Phase 1 also included successfully obtaining a Transportation Investment Finance and Innovation Act (TIFIA) loan. TIFIA loan approval was received on February 13, 2013, and loan execution is expected concurrent with the sale of toll revenue and sales tax bonds in June 2013. The original October 2009 Phase 1 agreement was for a total amount not to exceed $35,539,299. Subsequently, the Executive Director authorized release of contingency funds in the amount of $3,564,378, for a total agreement value of $39,103,677. In June 2012, the Commission approved Amendment No. 1 to the Phase 1 agreement for additional services in the amount of $18,434,545, which increased the agreement value to $57,538,222. In March 2013, the Executive Director approved Amendment No. 2 to the Phase 1 agreement for additional services utilizing contingency funds in the amount of $1. 76 million, which increased the agreement to its current value of $59,298,222. There is currently $786,322 remaining in contingency funds for a total Commission authorized contract value of $60,084,544. The Parsons Phase 1 services are currently scheduled to be completed on July 31, 2013. Agenda Item 8 18 • • • • Phase 2 PCM Services • • Scope of Work The Phase 2 PCM scope of services is summarized in Table 1 below and will be performed by experienced personnel that participated in Phase 1 services. Table 1 -PCM Phase 2 Scope of Services Agreements and Agency Coordination Utility companies, railroads, California Highway Patrol [toll violation enforcement], Caltrans [toll lane maintenance agreement], toll system installation, and operations and maintenance. Right of Way Acquisition Right of way engineering, appraisals, fee acquisitions, utility easements, relocations, etc. Utility Relocation Agreements, coordination, utility relocation plans, and utility relocation. Project Controls and Implementation Planning Schedule, budget, document control system, forecasting, reporting, project management plans, and project procedures. Design-Build Contract Administration Safety program, owner-controlled insurance program, invoice reviews, quality assurance/quality control program adherence, contract amendments, etc. Design Services for ROW Mitigation Packages Perform detailed design to produce plans for mitigation of affected ROW properties. Design Plan Reviews Review all permanent and temporary engineering plans and specifications, contract compliance. Design Oversight Represent the Commission with Caltrans and the design-builder on all engineering issues, and facilitate other agency reviews/approvals. Construction Quality Assurance Independent owner verification through inspection and material sampling, final owner acceptance, safety reviews, etc. Project Closeout Project records, right of way transfer, punch list activities, Caltrans project approval, etc. Toll Operation Startup Coordination of tolling operations by various Commission contracted entities. Partnering Aid in partnering between the Commission and the design-builder . Agenda Item 8 19 Public Information/Outreach Web sites, public meetings, newsletters, media reports, community outreach presentations, etc. Environmental Mitigation Implementation Ensure construction and maintenance of commitments made during the NEPA/CEQA process. To assist the Commission in obtaining state design-build authority for the SR-91 CIP granted by AB 2098 in 2010, it was agreed by Caltrans and the Commission that construction inspection services would be performed by Caltrans and reimbursed by the Commission. This agreement was formalized in the Caltrans/RCTC SR-91 CIP Design-Build Cooperative Agreement, approved in form by the Commission in July 2012. The Design-Build Cooperative Agreement stipulates the Commission will reimburse Caltrans, up to an amount not to exceed $31.1 million, for Caltrans-provided enhanced oversight services, construction inspection services, and source inspection services The PCM is scoped to manage and oversee the Caltrans-provided inspection services. Schedule of Work of the PCM The schedule of work for the PCM during Phase 2 of the project is for a period from June 2013 through March 2018. The key milestones during this period are as follows: Dates June 2013 -Aug. 2013 Sept. 2013 -Jan. 2017 Jan. 2017 -March 2018 March 2018 Cost of Work Milestones Design-Builder NTP-1 coordinate and manage Design-Builder NTP-2 and Substantial Completion Initial Project Operations and Close-out Complete PCM Contract In March 2013, staff concluded successful negotiations with Parsons on the cost associated with the agreed-upon Phase 2 Scope of Services and Schedule. The term of the Phase 2 PCM services would mirror that of the design-builder and would commence with the sale of toll revenue and sales tax bonds, in June 2013, and terminate after the completion and acceptance of construction, currently scheduled for March 2018. The cost for the PCM Phase 2 services is estimated at $81,410, 793. The cost of the PCM Phase 2 services is categorized by scope task in Table 2 with the estimated cost and associated hours. Agenda Item 8 20 • • • • • I Table 2 Cost of Work Breakdown Task No. Task Description Amount Hours 100 Project Management $ 9,680,300 66,517 200 Design Management 32, 150,281 190,574 300 Tolling and Operations 3,746,382 22,794 400 Contracts Management 7,401,462 65,937 500 Project Controls 4,675,499 35,470 600 Construction Management 15,209,834 97,350 700 ODC/Escalation/Sub Mark-up 8,547,035 N/A All Total Phase-2 Services Estimate $81,410,793 478,642 The scope, schedule, and cost result in an estimated average PCM workforce during Phase 2 of 48 people for the five-year period. The peak PCM workforce is estimated at about 90 people. Staff Recommendation Staff recommends approval of Amendment No. 3 to Agreement No. 09-31-081-00, with Parsons to provide Phase 2 PCM services for the SR-91 CIP for an amount of $81,410, 793, plus a contingency of $6.1 million, for a total amount not to exceed $87,510, 793. This would bring the total authorized contract value, for Phase 1 and 2, to $147,595,337. Staff further recommends the Commission authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission and authorize the Executive Director or designee to approve contingency up to the authorized amount as may be required for the project. Financial Information Yes FY 2012/13 $ 563,080 N/A FY 2013/14 26,046,694 N/A FY 2014/15 22,981,738 In Fiscal Year Budget: N/A Year: FY 2015/16 Amount: 17,283,066 N/A FY 2016/17 15,945,287 N/A FY2017/18 4,690,928 Total $ 87,510,793 Measure A, sales tax revenue bond Source of Funds: proceeds, toll revenue bond Budget Adjustment: No proceeds, TIFI loan draws GL/Project Accounting No.: 003028 81601 262 31 81601 Fiscal Procedures Approved: ~~ I Date: I 04/16/13 • Attachment: PCM Amendment No. 3 (on the website) Agenda Item 8 21 I • • • Agreement No. 09-31-081-03 AMENDMENT N0.3 TO PROFESSIONAL SERVICES AGREEMENT FOR PROJECT AND CONSTRUCTION MANAGEMENT SERVICES FOR THE SR-91 CORRIDOR IMPROVEMENT PROJECT 1. PARTIES AND DATE This Amendment No. 3 to the Agreement for project and construction management services is made and entered into as of this day of , 2013, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("Commission") and PARSONS TRANSPORTATION GROUP, INC., an Illinois corporation ("Consultant"). 2. RECITALS 2.1 The Commission and the Consultant entered into an agreement, dated October 14, 2009, for the purpose of providing project and construction management services for the State Route 91 Corridor Improvement Project (the "Master Agreement") for a maximum not to exceed ("NTE") amount of $35,539,299. The Commission Board of Directors' ("Commission Board") approval of the relevant agenda item also included approval of a contract contingency amount of $4,260,701 to address additional, unanticipated scope and-or costs. 2.2 The Commission authorized the Consultant to proceed with the Services associated with the Master Agreement, and additional unanticipated work, using Limited Notices to Proceed (LNTPs). 2.3 LNTP No. 5, on file at the offices of the Commission, authorized the provision of additional Services, subject to the terms of the Master Agreement, and the release of Commission Board approved contingency funds for such Services in the amount of $3,564,378. LNTP No. 5 increased the NTE value of the Master Agreement, including all prior LNTP's, to $39,103,677. 2.4 The Commission and the Consultant entered into an Amendment No. 1 to the Master Agreement, dated as of July 3, 2012, in order to amend the Master Agreement, consistent with LNTP No. 6, by amending the Scope of Services of the Master Agreement to include additional Project Management, Planning and Design, Tolling and Operations, Contracts and Procurement, Contract Administration, and Construction Management Services required to: 1) complete and issue the Request for Proposal (RFP), 2) receive, evaluate and make a recommendation for award of a 17336.02100\7895941.3 3. Design Build Contract, 3) and issue a Notice to Proceed for the State Route 91 Corridor Improvement Project, by including a Schedule of Services for the additional Services, and by providing compensation for the additional Services in the amount of $18,434,545, and to include certain additional terms to the Master Agreement related to attorney-client privilege and subpoenas and court orders. Amendment No. 1 increased the NTE value of the Master Agreement to $57,538,222. 2.5 The Commission and the Consultant entered in an Amendment No. 2 to the Master Agreement, dated as of March 18, 2013, in order to add services within the scope of the original procurement, including, but not limited to, right of way architectural and engineering mitigation services, to amend the indemnification provision and to provide additional compensation for the additional services in the amount of $1, 760,000. Amendment No. 2 increased the NTE value of the Master Agreement, including all prior amendments, to $59,298,222. 2.6 The Commission and the Consultant now desire to amend the Master Agreement in order to extend the term of the Master Agreement, to include the Phase 2 Services, as that term is generally described in the Master Agreement, to include a new Phase 2 Scope of Services and Schedule of Services, to provide additional compensation for the Phase 2 Services, and to include certain additional terms to the Master Agreement applicable to Phase 2. TERMS 3.1 The term of the Master Agreement, as set forth in Section 3.3 of the Master Agreement, is hereby extended through March 31, 2018. 3.2 The Commission hereby exercises its option, as set forth in the Master Agreement, to add the Phase 2 Services to the Master Agreement pursuant to this Amendment No. 3. Consultant shall not commence the Phase 2 Services until Consultant has complied with the insurance requirements for Phase 2, as set forth in the Master Agreement. 3.3 Exhibit "A" of the Master Agreement entitled "Scope of Services" shall be amended to add the following Services, as that term is defined in the Master Agreement, for Phase 2: Project management and administration, design and construction oversight and quality assurance (QA), right-of- way (ROW) acquisition and relocation, utilities coordination and oversight, contract administration, cost and schedule control and reporting, and toll systems management and operations and maintenance planning, including toll system testing and start-up. The foregoing and any additionally required Phase 2 Services are set forth in detail in Exhibit "A- 2" attached to this Amendment No. 3 and incorporated herein by reference. 2 17336.02100\7895941.3 • • • • • • 3.4 Exhibit "B" of the Master Agreement entitled "Schedule of Services" shall be amended and revised to add the Phase 2 Schedule, as set forth in Exhibit "B-2" attached to this Amendment No. 3 and incorporated herein by reference. 3.5 3.6 3.7 3.8 3.9 Exhibit "C" of the Master Agreement entitled "Compensation and Payment" shall be amended to include the additional costs for the Phase 2 Services, as set forth in Exhibit "C-2" attached to this Amendment No. and incorporated herein by reference. The maximum compensation to be provided under this Amendment No. 3 for Phase 2 shall not exceed $81,410,793, unless otherwise approved in writing by the Executive Director. The maximum NTE value of the Master Agreement, as previously amended and as amended by this Amendment No. 3, is $140,709,015. The parties hereto acknowledge and agree that all provisions applicable to Phase 2 and the Phase 2 Services, as set forth in the Master Agreement, shall apply to the Services to be performed pursuant to this Amendment No. 3. Section 3.6 of the Master Agreement, regarding key personnel, is hereby amended to include the following: The key personnel for Phase 2 are as follows: Jeff Fielder -Parsons (Project Manager) Robert Ostermiller -Parsons (Deputy PM) Cheryl Donahue -Arellano (Public Outreach Manager) Richard Huang -Parsons (Design Manager) Eric Glibbery -Parsons (Construction Manager) Joey Mendoza -OPC (Right-of-Way Manager) Vicky Cook -OPC (Right-of-Way Dep. Manager) Ray Wright -Parsons (Tolling & Operations Manager) Mike Wuflestad -Parsons (Contracts Manager) Tom Bell -Parsons (Project Controls Manager) 3.10 The Master Agreement is hereby amended to include, as a second paragraph of Section 3.21, titled "Safety", the following provision regarding the safe operation of vehicles: 17336.02100\7895941.3 Pursuant to the authority contained in Section 591 of the Vehicle Code, the Commission has determined that the Project contains areas that are open to public traffic. Consultant shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code. Consultant shall take all reasonably necessary precautions 3 for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles. Any subcontract or amendment to any subcontract entered into following the effective date of this Amendment No. 3 shall include the above requirement, if applicable. 3.11 The Master Agreement is hereby amended to include, as a new Section 3.41, the following provision regarding claims filed by the Commission's design-build contractor: 17336.02100\7895941.3 "3.41 Claims Filed by Design-Build Contractor. 3.41.1 If claims are filed by the Commission's design- build contractor for the Project ("Design-Build Contractor") relating to work performed by Consultant's personnel, and additional information or assistance from the Consultant's personnel is required by the Commission in order to evaluate or defend against such claims; Consultant agrees to make reasonable efforts to make its personnel available for consultation with the Commission's construction contract administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings. 3.41.2 Consultant's personnel that the Commission considers essential to assist in defending against Design- Build Contractor claims will be made available on reasonable notice from the Commission. Consultation or testimony will be reimbursed at the same rates, including travel costs that are being paid for the Consultant's personnel services under this Agreement. 3.41.3 Services of the Consultant's personnel and other support staff in connection with Design-Build Contractor claims will be performed pursuant to a written contract amendment, if necessary, extending the termination date of this Agreement in order to finally resolve the claims. 3.41.4 Nothing contained in this Section 3.41 shall be construed to in any way limit Consultant's indemnification obligations contained in Section 3.19. In the case of any conflict between this Section 3.41 and Section 3.19, Section 3.19 shall govern. This Section 3.41 is not intended to obligate the Commission to reimburse Consultant for time spent by its personnel related to Design-Build Contractor claims for which Consultant is required to indemnify and defend the Commission pursuant to Section 3.19 of this Agreement. 4 • • • • • • Any subcontract or amendment of any subcontract entered into following the effective date of this Amendment No. 3 in excess of $25,000 shall include the above requirements. 3.12 Consultant shall comply with the Disadvantaged Business Enterprise ("DBE") program and with the DBE goals as set forth in the Master Agreement for the Phase 2 Services, provided that Exhibit "D" of the Master Agreement is hereby amended to delete the references to Underutilized Disadvantaged Business Enterprises or UDBEs, and all provisions related thereto. The race conscious DBE goal set forth in Exhibit "D" of the Master Agreement shall no longer exclude Subcontinent Asian and Hispanic Males. 3.13 The Master Agreement is hereby amended to include, as a new Section 3.42, the following provision regarding employment adverse to the Commission: 3.42 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. 3.14 The Recitals set forth above are true and correct and are incorporated into this Amendment No. 3 by reference as though fully set forth herein. 3.15 Except as amended herein, all provisions of the Master Agreement, as previously amended, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the parties under this Amendment No.3. [Signatures on following page] 5 17336.02100\7895941 .3 SIGNATURE PAGE TO AGREEMENT NO. 09-31-081-02 IN WITNESS WHEREOF, the parties hereto have executed this agreement on the date first herein above written. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: ___________ _ Karen S. Spiegel, Chair APPROVED AS TO FORM: By:------------ Best Best & Krieger LLP General Counsel 17336.02100\7895941.3 PARSONS TRANSPORTATION GROUP, INC. Signature Name Title ATTEST: By: Its: Secretary 6 • • • • EXHIBIT "A-2" PHASE 2 SCOPE OF SERVICES [Attached behind this page] • • EXHIBIT A-2 EXHIBIT "A-2" SCOPE OF WORK Parsons Transportation Group Inc. (Parsons) Scope of Services to be performed under Phase 2 of the Project and Construction Management Services Agreement No. 09-31- 081-00 (Contract) for the SR-91 Corridor Improvement Project (Project) are for activities associated with Project management and administration, design and construction oversight and quality assurance (QA), right-of-way (ROW) acquisition and relocation, utilities coordination and oversight, Contract administration, cost and schedule control and reporting, and toll system management and operations and maintenance planning, including toll system testing and start-up. These Phase 2 services are generally scheduled to commence with receipt by the Design-Build Contractor (Design-Builder) of their Notice to Proceed #1 (NTP1) and #2 (NTP2), for final design and construction, and end following Project Completion and Project Closeout as provided under the Design-Build Contract. These dates, as currently planned, are from June 2013 to March 2018. • The Scope of Services is based on the original Agreement negotiated and executed on October 14, 2009, between Parsons and the Riverside County Transportation Commission (RCTC), and it has subsequently been collaboratively refined based on the experience and knowledge gained through the Project Development Phase of the • Project. This refined Scope of Services for the Project, of which the budget estimate has been based, is presented by Project Work Breakdown Structure (WBS) Task category below. Following the narrative WBS Task discussion of the Scope of Services are two additional presentations: • The Scope Responsibility Matrix, which indentifies the firm affiliations of the Project and Construction Management (PCM) team members that are participating in each of the Scope of Services tasks; and • The Scope of Services Deliverables matrix, which identifies the major deliverables for each of the task categories. I. PHASE 2 -PROJECT OVERSIGHT AND MANAGEMENT A. Task 100 -Project Management Provide leadership and management of all Contract responsibilities relating to the successful delivery of the Project from NTP2 through final Project Closeout. These Contract responsibilities include activities related to the overall management and administration of the Project, including oversight of the activities of the Design-Builder and Systems Integration contracts further defined as follows: A-1 EXHIBIT A-2 • • • • 4.01 Project Management -provide general day-to-day management and Contract oversight of the Project. This includes the identification and allocation of staffing resources to accomplish specific tasks; the proper integration and coordination of functional disciplines and their roles and responsibilities; primary point of contact with RCTC on all Project and Contract-related matters; and attendance at meetings for coordination of Project activities and Deliverables with the Design-Builder, Systems Integrator, and stakeholder entities associated with the Project. Provide small team of senior, experienced staff to ensure a seamless, efficient, effective, and timely implementation in the first six months of the Phase 2 services. 4.02 Project Administration -provide administrative personnel and perform general office management and administration at the co-located office for Client personnel. Administrative responsibilities will include scheduling meetings; preparing meeting agendas, minutes, and action items; providing Project standards and templates for Project communications; instituting specific Project initiatives; coordinating and communicating Project travel requirements of Project personnel; and general office support for Client, California Department of Transportation (Caltrans), Federal Highway Administration (FHWA), and other technical and administrative disciplines. 4.03 • • Project Safety -provide oversight of the Design-Builder and Systems Integrator's design and construction practices for compliance with their Safety Plan, as well as compliance with all Federal, State, and Local agencies and jurisdictions. Oversee implementation of the safety training by the Design- Builder and Systems Integrator for all Project staff, and provide training to office staff as required; track Design-Builder and Systems Integrator's proper investigation and reporting of accidents; and monitor the provision of proper safety personnel protective equipment to all Design-Builder and Systems Integrator personnel, and other Project personnel as required. Safety oversight includes: Work with Caltrans to merge their budgeted safety responsibilities with RCTC and Parsons, and build one effective safety oversight program for the Project. Establish roles and responsibilities, as well as all necessary oversight and reporting requirements. Provide safety, design, and construction management and personnel who will be responsible for overseeing the Design-Builder and Systems Integrator A-2 EXHIBIT A-2 safety practices by reviewing design and inspecting all Project construction activities for compliance. • Monitor compliance of Design-Builder and Systems Integrator with the Occupational Safety and Health Administration (OSHA), Caltrans, RCTC, and local jurisdiction requirements. • Regularly document or require documents by Design-Builder and Systems Integrator of safety meetings with set agenda as conducted by Design- Builder and Systems Integrator to document safety understanding and compliance. • Oversee the investigation of accidents, report to RCTC, and recommend corrective actions to reduce risks and reoccurrence. • Provide and implement a Project oversight site safety plan and provide safety training, as required, for all oversight and management personnel on the Project. Provide hard hats and safety vests for all construction management personnel who will be working on the Project site. 4.04 Quality Assurance • Prepare and/or maintain Project design and construction QA manuals defining the requirements of RCTC and Caltrans oversight of Design- Builder's design and construction activities and their compliance with their quality management plans. • Provide periodic review by Parsons QA Manager auditing compliance of the RCTC QA program providing oversight of the Design-Builder's QA/quality control (QC) program. This will include coordinating with Caltrans District 8 QA oversight personnel in reviewing Project personnel compliance to the program requirements. Issue audit findings to Project management personnel. • In addition, provide related policies, plans, procedures, and manuals necessary to meet Parsons and RCTC's obligations on the Project as required for Project management purposes, as well as for meeting the requirements of FHWA and Caltrans. These plans, procedures, and manuals include the FHWA Project Management Plan (PMP), Project finance plan support, Project administration, Contract administration, and document management, among others. 4.05 Public Outreach provide public and government relations and communications support to RCTC during the Design-Build Phase of the Project. This support is associated with RCTC's role and responsibilities with A-3 EXHIBIT A-2 • • • • • • respect to public relations for the Project and in overseeing compliance to the public relations and communications requirements of the Design-Builder and Systems Integrator, as required. These activities include: • Preparation and maintenance of the Public Outreach Plan, including providing orientation to Project and Commission personnel as appropriate and needed. • Attendance at public meetings/hearings and community group speaker bureaus/presentations, including the preparation of presentation materials. • Prepare and distribute, as directed by RCTC Project, brochures, fact sheets, branding, messaging, and other necessary communication and collateral materials to support RCTC's communications obligation and requirements with the agencies and communities. • Lead and/or participate in regularly scheduled public outreach-specific and certain technical work group and preconstruction and construction-related meetings with RCTC and with Design-Builder and Systems Integrator personnel. Prepare for meetings, as required, to properly organize or support each meeting event. • Coordinate and support ROW activities and communications, as warranted, to mitigate agency and public concerns in property acquisition and relocation activities. • Oversee operations and maintenance of the Project Helpline by the Design- Builder and ensure that responses and actions required of the Design-Builder are carried out per Contract requirements. Respond to agency-directed questions and issues received through the Helpline as needed. • Oversee, monitor, and cooperate in business support meetings by the Design-Builder, and organize and prepare for such meetings, as requested by RCTC, to support the Project's efforts to mitigate issues and disruptions to local businesses due to construction activities. • Support RCTC in preparing and organizing for media events and governmental relations activities, including news organizations and media and elected officials. • Prepare and organize, in support of RCTC, special events such as "ribbon cuttings" and "ground-breaking" ceremonies. • EXHIBIT A-2 Plan, organize, prepare, and implement in cooperation with RCTC Tolled Express Lanes opening marketing and sales programs, including media events, marketing materials promotions, and education programs. Develop a Tolled Express Lanes opening business plan . A-4 • Provide reports, meeting organization materials, tables, data, and other forms of communications to present or document activities on the public outreach efforts. • Maintain a database record of all public outreach contacts and responses. • Provide support for, and oversee operations and maintenance of, any efforts to use emerging electronic technology and social media. 4.06 Project Support • Participate in the review of insurance claims involving incidents as it affects RCTC and provide analyses, identify means to mitigate or resolve, and make recommendations for action by RCTC. • Identify, arrange, and coordinate, in cooperation with the Design-Builder, a firm to provide Partnering services between the Design-Builder, Systems Integrator, RCTC, and other stakeholder agencies to best facilitate the cooperation and relations between parties in meeting the Project objectives. Partnering sessions shall be a minimum of 2 per year over a 3-year period. • Prior to the start of final design and construction, organize, schedule, and conduct a Pre-Design and Construction Conference that includes select agencies that will be participating in the Project, as well as the Design-Builder and Systems Integrator, in communicating to them the approach and plan to design and construct the Project by the Design-Builder. • Identify, define, and implement key Project initiatives that will benefit RCTC and the Project by improving work processes and reducing Project costs and resource requirements. • Schedule, coordinate, and/or attend meetings, as required, and provide all necessary meeting materials (i.e., agendas, minutes, action items, reports, and documents) necessary to support the Project management activities. 4.07 Right of Way Mitigation Services • Provide management oversight and administrative support of the A/E services for the design, permitting and construction document preparation for "complex" and "moderate" property construction mitigation. • Provide design, specifications, permitting and procurement support for the "complex" and "moderate" property facility modifications. • Provide design services during construction of the "complex" and "moderate" property mitigation work, including responding to field design issues and RFl's. A-5 EXHIBIT A-2 • • • • • • Deliverables Date Design-Build Collateral Materials Various Ground-Breaking Ceremony TBD Toll Facility Collateral Materials TBD Project Communications Templates Various Ribbon Cutting Ceremony (Toll Facility) TBD Project Safety Oversight Plan July 2013 Design Quality Oversight Plan July 2013 Construction Quality Oversight Plan October 2013 Insurance Claims Analyses Various Bid Packages for ROW Mitigation Properties Various B. Task 200 -Design Management Provide day-to-day management of all design review and oversight activities of the Design-Builder in complying with the technical requirements of the Design-Build Contract, including coordinating with stakeholder and affected agencies on technical issues relating to utilities, ROW acquisition, railroad coordination, and environmental mitigation. Coordinate Design-Builder design activities with those of the Systems Integrator as described under Tolling and Operations, Task 300. Design management activities are further defined as follows: 2.1 Design Management -review Design-Builder design submittals for conformance with the Contract documents and all applicable Federal, State, and Local agency requirements. Provide staff planning and resources requirements to meet schedule commitments, including highway, structural, drainage, utilities, traffic, landscape, aesthetics, and geotechnical engineers and support staff required to perform the IQA review and approvals. 2.2 Design Support • Review Design-Builder computer-aided design and drafting (CADD) protocol and document Design-Builder compliance to Contract documents and Caltrans standards and requirements. • Monitor compliance and take corrective actions to submittal procedures, cycles, and review time frames for the processing, review, and approval of all submittals by RCTC, Caltrans, and stakeholder agencies in compliance with the Design-Build Contract. • EXHIBIT A-2 Represent RCTC with Caltrans and the Design-Builder on all engineering issues and facilitate RCTC's approval. Facilitate other agency reviews/approvals of Project submittals . A-6 • Provide CADD support, as necessary, for any technical analyses, graphical presentations, reference materials, ROW acquisition, regulatory permits, and Project documents. • Regularly coordinate and communicate with RCTC on status and progress on design reviews and oversight of Design-Builder's submittals. Identify any technical issues with proposed solutions and make recommendations to resolve to RCTC, including necessary actions to implement proposed solution(s). • Coordinate RCTC, Caltrans, and other stakeholder agency involvement and participation in Design-Builder technical meetings, process Design-Builder meeting minutes, and coordinate RCTC and stakeholder action items resulting from technical meetings, along with necessary agency approvals. • Schedule, coordinate, and attend meetings, as necessary, in cooperation with the agencies and contracted parties (Design-Builder and Systems Integrator), including, in some instances, the preparation of agendas, meeting minutes, and action items. • Participate with the construction management utility oversight personnel in providing Notices to Owners and in overseeing and coordinating the design and engineering work of the utility agencies and those of the Design-Builder, as appropriate. 2.3 Structures (IQA) • Provide design management services to review Design-Builder submittals, including design plans, investigations, studies, and reports required by the Contract, for acceptability and conformance to Contract requirements, Caltrans standards, and stakeholder agency standards. • Review and respond to Structures-related issues and activities after issuance of Release for Construction (RFC) packages. 2.4 Roadway & Drainage (IQA) • Provide design management services to review Design-Builder submittals, including design plans, investigations, studies, and reports required by the Contract, for acceptability and conformance to Contract requirements, Caltrans standards, and stakeholder agency standards. • Review and respond to Roadway & Drainage related issues and activities after issuance of RFC packages. A-7 EXHIBIT A-2 • • • • • • 2.5 Maintenance of Traffic (IQA) • Provide design management services to review Design-Builder submittals, including design plans, investigations, studies, and reports, required by the Contract, for acceptability and conformance to Contract requirements, Caltrans standards, and stakeholder agency standards. • Review and respond to Maintenance of Traffic related issues and activities after issuance of RFC packages. 2.6 Geotechnical (IQA) • Provide design management services to review Design-Builder submittals, including design plans, investigations, studies, and reports required by the Contract, for acceptability and conformance to Contract requirements, Caltrans standards, and stakeholder agency standards. • Review and respond to Geotechnical related issues and activities after issuance of RFC packages. 2. 7 Traffic Management (TMS) (IQA) • Provide design management services to review Design-Builder submittals, including design plans, investigations, studies, and reports required by the Contract, for acceptability and conformance to Contract requirements, Caltrans standards, and stakeholder agency standards. • Review and respond to Traffic Management Systems related issues and activities after issuance of RFC packages. 2.8 Electrical & Lighting (IQA) • Provide design management services to review Design-Builder submittals, including design plans, investigations, studies, and reports required by the Contract, for acceptability and conformance to Contract requirements, Caltrans standards, and stakeholder agency standards. • Review and respond to Electrical & Lighting related issues and activities after issuance of RFC packages. 2.9 Landscape & Aesthetics (IQA) • EXHIBIT A-2 Provide design management services to review Design-Builder submittals, including design plans, investigations, studies, and reports required by the A-8 Contract, for acceptability and conformance to Contract requirements, Caltrans standards, and stakeholder agency standards. • Review and respond to Landscape & Aesthetics related issues and activities after issuance of RFC packages. 2.10 Environmental & Permits -provide environmental oversight, compliance, and coordination of Design-Builder's environmental obligations and commitments under the Contract, including RCTC's obligations and requirements with resource agencies. This includes: • Oversee Design-Builder's requirements in meeting the obligations and commitments in their preparation of materials and documents to secure the United States Army Corps of Engineers (USAGE) 404 and 408 .permits, and Out Grant Agreement; Regional Water Quality Control Board (RWQCB) 401 permit; California Department of Fish and Wildlife (CDFW) 1602 permit; and Orange County Public Works (OCPW) encroachment permit. • Coordinate approval of the above permits and agreements with each resource agency, address any changes required of the Design-Builder by the agencies, and further the approval of the permits and agreements. • Plan and implement RCTC mitigation measures including, but not limited to, offsite soundwalls and offsite biological. • Analyze and assess environmental re-validation and re-evaluations required due to RCTC-directed changes and implement accordingly. • Coordinate with Caltrans for review and commenting on all environmental activities, including agreements, permits, and exercises of re-validation and re-valuation. • Oversee Design-Builder's acquiring of all necessary environmental permits affecting their construction activities, including stormwater permits. • Schedule and coordinate meetings necessary to accomplish the environmental requirements of RCTC, including providing agenda and meeting minutes and action items. • Oversee implementation of the approved mitigation monitoring plan for compliance with Caltrans and regulatory agencies permit requirements and the mitigation documented in the environmental document. A-9 EXHIBIT A-2 • • • • • • 2.11 Utility Coordination & Oversight • Coordinate all final utility agreements with private utility owners. Monitor utility relocation work and meet regularly with Design-Builder, utility agencies, Caltrans, RCTC, and other stakeholder agencies to coordinate utility relocation work. • Oversee preparation of the Design-Builder submittals to the utility owners and coordinate with the utility owners to facilitate their timely review, engineering, procurement, and relocation activities. • Prepare proper notices (i.e., Notice to Owners), including the Design-Builder submittals, to utility owners required to commence their (utility owner) design, procurement, and relocation activities. • Prepare Report of Investigation (ROI) as outlined in Section 13-05 of Caltrans ROW Manual Chapter 13. • Respond to utility owner's questions and issues as it relates to Design- Builder coordination and compliance with state (Caltrans) and Federal laws, regulations, policies, and procedures. • • • • 2.12 • Review and comment, as appropriate, on utility owner designs for inclusion into Design-Builder final design documents, and review Design-Builder's RFC documents for proper inclusion of the utility owner designs. Confirm that the utility agency and Design-Builder have all necessary permits and ROW clearances to allow relocation work to proceed. Oversee coordination between the Design-Builder and utility agencies' construction and relocation work, addressing any issues and confirming identification, protection, adjustment, removal, or relocation of the subject utility in compliance with State and Federal laws and regulations, standards, and agreements. Oversee and coordinate the final documentation and completion of the utility owner relocation work, and review and recommend final payments and closeout. Survey & ROW Engineering -provide ROW engineering and surveying services during Phase 2 to provide QA of the Design-Builder's construction survey on as-needed basis and to complete post-construction Record of Survey. Phase 2 survey tasks will consist of the following: Field and office survey support on an as-needed basis to provide survey QA checks . A-10 , EXHIBIT A-2 • Provide a Post-Construction Record of Survey of the new ROW limits and record a Post-Construction Record of Survey for the land net in conformance with statutory requirements and to delineate limits of the new record ROW. A record of surveys will be submitted for review and filing by the County of Riverside and County of Orange. 2.13 ROW Acquisition & Relocation • Provide any necessary remaining ROW environmental investigations and remediation to support ROW acquisition services, including Phase 2 studies. Prepare necessary plans and effect the remediation of hazardous materials to support the Design-Builder schedule. • Assess any proposed modifications or changes to the ROW proposed by the Design-Builder and provide investigations and analyses, propose solutions, and make recommendations to RCTC for consideration and implementation as directed. • Provide continued ROW acquisition and relocation services under compliance with Federal, State, and Local laws and regulations, and in support of the Project's schedule. These activities include: • Prepare property acquisition documents required by Federal, State, and Local laws and regulations and support RCTC in the acquisition of such • properties. EXHIBIT A-2 Continue to obtain appraisal and review appraisal services for all remaining properties on the Project. Continue to prepare acquisition packages, including recommendation of just compensation, offer letter packages, appraisal summary statements, agreements, deeds, and recommendations of administrative settlements, including maintaining parcel negotiators log (Parcel Diary), and transmit executed acquisition agreements for acceptance. Organizing, scheduling, preparing, and documenting ROW meetings to address ROW issues, status, and performance with affected Project participants and stakeholder agencies. Attend public hearings and work with various stakeholders on ROW questions, issues, and solutions. Continue with title clearance activities and coordinate with RCTC and their legal counsel to facilitate clearance of title conditions. Coordinate with independent escrow companies, ascertain executed conveyance documents, secure reconveyances from lien holders, and deposit acquisition documents and recordation of deeds. A-11 • • • • Provide advisory services with displaced occupants, including conducting occupant meetings, preparing eligibility notices, and processing claim forms. Provide replacement site coordination, including research and preparation of replacement site referrals and coordination of occupant moves. Secure certification of abandonment documents, as necessary. Coordinate advance move planning services for complex business relocations. Plan and oversee business relocations, including replacement site research, coordination with agency planning, advance move planning for complex business relocations, and processing of re-establishment claims and payments. Monitor the contractors' activities and identify any areas where the construction and ROW acquisitions schedule conflicts and develop mitigation measures to minimize cost and schedule exposure to RCTC. Provide property vacation documentation for the City of Corona and the County of Riverside . Provide for demolition of properties, including coordination with local agencies and departments. Assist RCTC in achieving ROW certification, including coordinating with Caltrans regarding Design-Build process. If required, provide RCTC with eminent domain support and expert testimony in any court or administrative proceedings and assist, as required, in legal matters as directed by legal counsel in the litigation of cases for or against RCTC, including, but not limited to, gathering of documents and information. • Perform all necessary Project close-out activities, including the following: • EXHIBIT A-2 ROW transfer from RCTC to the various agencies, including Caltrans, City of Corona, or County of Riverside, where applicable. Work with RCTC to determine the excess land disposition process. Continue to provide the appropriate progress/status reports, and schedule and attend meetings, as necessary, to support the acquisition, relocation, and close-out processes, and coordination with the Design-Builder . A-12 • Monitor the overall planning of construction activities to identify critical milestones and priorities; determine budget estimates for the mitigation and demolition defined scope and schedule. • Coordinate and conduct Pre-Construction and Pre-activity meetings with the Mitigation Design Engineer and Mitigation and Demolition Contractor(s). • Provide engineering assessment of plans for adequacy of design, particularly with respect to suitability to actual field conditions. • Monitor compliance with the plans and specifications by the Mitigation and Demolition Contractor(s); recommend, modify, interpret, and edit special provisions and prepare modification estimates; and keep necessary records pertaining to construction progress, budget performance, and work order balances. • Monitor the Mitigation and Demolition Contractor(s) construction QC program, including the adequacy of capability of QC resources. Oversee and provide, as necessary, notification to the Mitigation and Demolition Contractor(s) of rejected work when it is the opinion that the work or materials do not conform to the requirements of the Mitigation and Demolition Contract documents. • Monitor compliance of Mitigation and Demolition Contractor(s) safety plan and note concerns or deficiencies immediately to Mitigation and Demolition Contractor(s) for their implementation of corrective measures. • Observe and identify all potential changes in scope based on Mitigation and Demolition Contractor(s) activities, and review all change orders submitted, perform required analyses, and present recommendations to RCTC for disposition. Maintain separate log and files to document all potential and actual changes. • Ensure that all test and inspection records and noncompliance reports are satisfactorily resolved. 2.14 Property Management • Provide property management services as required on RCTC-acquired properties in accordance with all Federal, State, and Local laws and regulations. Provide the necessary property repair and maintenance and the accounting of property management activities, including: EXHIBIT A-2 Perform rent collections and prepare and maintain rent collection documentation. A-13 • • • • • • Conduct property inspections, coordinate service calls, and provide for the contracting and coordination of maintenance and repairs. Coordinate with local agency departments, such as fire and code enforcement departments, for onsite activities regarding tenants and properties. Coordinate property demolitions with selected contractors and with local agencies, as required. Provide all necessary documentation and reporting on rents collected, maintenance and repairs, and other property management expenses. 2.15 Railroad Coordination • Oversee and support RCTC's requirements with technical review and processing for approval of Burlington Northern Santa Fe (BNSF) Construction and Maintenance Agreements based on Project schedule requirements. • Coordinate Design-Builder and BNSF design reviews. Facilitate receipt of BNSF approvals of Design-Builder designs . • • • • Oversee compliance with the plans and specifications by the Design-Builder with BNSF guidelines. Oversee and coordinate with BNSF regarding all Project work affecting BNSF operations and the activities of the Design-Builder, including compliance with BNSF requirements for work around their track and operations. Prepare and submit the California Public Utilities Commission (CPUC) formal and short form applications. Monitor the CPUC approval process. Work with the Project ROW personnel to receive all construction right-of- entry documents, including temporary construction licenses (TCLs) and permanent easements. Deliverables Date ROW Certification (by grouping) Various ROW Agreements and Documentation Various Post-Construction Record of Survey April 2017 Submittal Packages Review/Approval Documentation Various (Utility) Notice to Owner for Final Design TBD (Utility) Notice to Owner to Relocate TBD (Utility) Report of Investigation (ROI) TBD A-14 EXHIBIT A-2 Deliverables Date Utility Agreements December 2013 Railroad Construction and Maintenance Agreements TBD CPUC Formal and Short Forms TBD USAGE 404 Permit TBD USAGE 408 Permit TBD USAGE Out Grant Agreement TBD RWQCB 401 Permit TBD CDFW 1602 Permit TBD OCPW Encroachment Permit TBD C. Task 300 -Tolling and Operations Provide certain toll systems management, planning, and design activities to support and integrate with Design-Builder's design, as well as provide oversight of the Systems Integrator Contract requirements in the design, installation, and toll system startup. In addition, provide oversight of early Operator activities to support the training and startup of the Tolled Express Lanes. Toll systems and operations support services include: 3.1 Toll & Operations Management • Provide general day-to-day management of toll system and operations and maintenance activities for the Project. This includes identification and allocation of staffing resources to accomplish specific toll system implementation and oversight activities, and planning and scheduling of toll system activities with the Design-Builder and Systems Integrator. • Coordinate toll and operations planning activities with stakeholder agencies and coordinate with other Project functional groups on toll system design, installation, and integration matters, including toll system testing and acceptance. • Organize and/or participate in meetings to coordinate toll system and operations planning activities and deliverables with the Design-Builder, Systems Integrator, and stakeholder entities associated with the Project. • Provide and support Contract administration activities associated with oversight of the System Integrator Contract, including safety and quality compliance, review of progress and invoice applications, submittals, and monthly reports. A-15 EXHIBIT A-2 • • • • • • 3.02 -Toll Systems Design (IQA) • Prepare FHWA outstanding Systems Engineering Management Plan (SEMP) documents and submit for review and comment by FHWA and Caltrans, as required. Incorporate comments and finalize SEMP documents. Provide updates to SEMP documents, as necessary, to meet the requirements and commitments of FHWA. • Finalize updates to the business rules. Prepare account reconciliation policies and procedures among stakeholder agencies and assist RCTC accounting to develop necessary general ledger requirements and entries. • Finalize design of the Toll Operations and Customer Service Center facility layout concept plans. • Perform additional due diligence on Federal, State, and Local toll requirements and enforcement regulations and provide, as necessary, additional procedures to support RCTC compliance. In addition, identify interoperability regulations and coordination with other toll agencies. Recommend final resolutions and prepare necessary supporting documentation. • • • • • EXHIBIT A-2 Investigate and present potential implementation of new tolling technologies, as well as improvements to existing technologies, for RCTC in consideration and in concert with OCT A Provide an analysis as to the benefit and costs, as required. Provide the systems and tools necessary to document, track, monitor, and control activities of the Design-Builder and Systems Integrator, and their performance in meeting their Contract obligations. Provide RCTC with technical support, as required, in defining and providing marketing and promotional activities associated with the Tolled Express Lanes startup. Work with other functional groups and stakeholders to coordinate these activities. Provide RCTC with technical and administrative support, as required, for updates to financial reporting requirements and various tolling agreements associated with the Tolled Express Lanes startup. Review operations manuals and toll facility start-up by the Operator . Coordinate activities of the Operator and toll facility operations with the remaining construction activities of the Design-Builder and Systems Integrator . A-16 3.2 Toll Systems Installation & Testing (OS) • Provide oversight of the Design-Builder's toll infrastructure work, including power and communications conduit duct banks, gantries, changeable message sign (CMS) and camera pole installation, toll utility buildings, and emergency backup generators; document compliance with the Contract requirements; and obtain signoff and acceptance by RCTC and the Systems Integrator. • Provide oversight of the Systems Integrator work, including roadside tolling equipment, communications and power, express lane cameras, CMS signage, traffic operations, and data center buildout; document compliance with the Contract requirements; and obtain signoff and acceptance by RCTC and other stakeholder agencies, as required. • Provide coordination between Design-Builder activities and Systems Integrator activities to address proper integration with the design, installation, testing, and startup of the toll systems. • Provide review of Design-Builder's design with regards to the toll system infrastructure work, including communications and power conduit duct banks, vaults and roadside equipment cabinet installations, gantries, CMS and camera pole installation, toll utility buildings, emergency backup generators, and integration of the Design-Builder requirements with the requirements of the Systems Integrator Scope of Services. • Perform management and oversight of the Systems Integrator Contract requirements, including compliance to the safety plan, design and installation of the roadside toll equipment, communications and power installation, cameras, CMS signage, and the expansion of the existing operations and service centers to accommodate RCTC's requirements for the Tolled Express Lanes. • Coordinate with OCT A the facility-owner improvements to the Toll Operations and Customer Service Center to support the buildout for RCTC toll systems implementation, including traffic operations center and data center workstations, as well as associated communications and power improvements. • Perform and coordinate the review of Design-Builder shop drawings and submittals with the Systems Integrator. • Observe and identify all Systems Integrator potential changes in scope based on Systems Integrator and/or Design-Builder's activities, and review all change orders submitted, perform required analyses, and coordinate potential changes, as necessary, with Systems Integrator and/or Design- A-17 EXHIBIT A-2 • • • • • • Builder. Maintain separate log and files to document all potential and actual changes. • Perform review of Systems Integrator submittals and testing and startup plans, and provides oversight of the systems testing and startup requirements by the Systems Integrator, in compliance with the Contract. Obtain testing and acceptance signoffs by RCTC and other stakeholder agencies. 3.3 Operations Planning • Review Systems Integrator submittals and obtain manufacturer warranties, as-built drawings, and training materials and manuals required under the Contract. • Provide oversight and review of training manuals, coordinate training sessions participation provided by the Systems Integrator, and review attendance and training completed by the training participants. • Review operations manuals and toll facility startup by the Operator. Coordinate activities of the Operator and toll facility operations with the remaining construction activities of the Design-Builder . 3.4 Toll Systems Design Support • • • • • Provide overall project administration, coordination and technical review of Design-Builder's design, schedule, drawings, data and samples. Develop communications network infrastructure concept design . Provide project oversight of activities regarding project management, administration assistance and support for the Design-Builder design. ( Project oversight of technical review of roadside toll equipment infrastructure design of Design-Builder. Project oversight of technical review of communications infrastructure design of Design-Builder. Deliverables Date Tolling Vendor Contracts (executed) Prior to Opening Day Caltrans Maintenance Agreement (executed) Prior to Opening Day California Highway Patrol (CHP) Enforcement Prior to Opening Day Agreement (executed) FasTrack License Agreement (executed) January 2014 Anaheim Facility Build-Out Design January 2014 A-18 EXHIBIT A-2 Deliverables Date Corona Customer Service Center (CSC) Build-Out January 2014 Design FHWA SEMP Document updates As needed FHWA Outstanding SEMP Documents December 2013 Finalize Updates to Business Rules August 2016 Identify Federal, State, or Local Updates to Tolling As needed Regulations Identify Potential New and/or Improvements to Toll As needed Technology Identify Potential Marketing Efforts for Express Lane March 2016 Startup Finalize Updates to Financial Reporting Prior to Opening Day Requirements Design-Builder's Toll Infrastructure Signoff June 2016 Systems Integrator's Signoff by RCTC and Prior to Start of Training Stakeholders Design-Builder's Contract Compliance Reports As needed Systems Integrator's Contract Compliance Reports As needed Systems Integrator Final Acceptance Test Report No Earlier than 90 Days after Opening Day Communications Network Infrastructure Concept June 2013 Design Report D. Task 400 -Contracts Management Provide Contract management and administration services to monitor performance by the Design-Builder and Systems Integrator to the requirements of the Design-Builder and Systems Integrator Contracts. This includes Disadvantage Business Enterprise (DBE) subcontracting performance, labor compliance, administration of change management processes, and claims support on behalf of RCTC. In support of RCTC, define, prepare, and administer procurement for additional Project-related design and construction activities for environmental mitigation work such as soundwalls, and other minor environmental work outside the Project limits. Contract management and administration services include: 4.02 Contracts Management • EXHIBIT A-2 Provide general management and Contract administration requirements for the Project. This includes identification and allocation of staffing resources to accomplish specific Contract administration tasks; integration and coordination with the functional groups on Contract matters; and attendance to meetings to coordinate Contract management-related activities and A-19 • • • • • • deliverables with the Design-Builder, Systems Integrator, and stakeholder entities associated with the Project. Identify issues with regard to Design- Builder and Systems Integrator's compliance to the Design-Builder and Systems Integrator Contracts, provide analyses, and make recommendations to resolve issues for RCTC approval. • Provide the systems and tools appropriate to track, monitor, document, and report on Design-Builder and Systems Integrator's compliance to the Contract, and timing of actions, recommendations, and approvals. • Coordinate and manage additional RCTC Contracts in connection with the Complex ROW Mitigation and Biological Mitigation. • Coordinate and manage Contract compliance between RCTC and Parsons, providing communications and correspondence in addressing clarifications and amendments. Monitor compliance with Federal, State, and Local agency requirements, and including: Document compliance to Federal, State, and Local agency requirements, including outlining commitments and obligations contained in applicable agreements. Provide regular updates to audited overhead rates as requested by RCTC, including those of Parsons and Subconsultants. Provide administration and compliance to Parsons Contract commercial requirements, including invoice compliance to Contract compensation, and compliance to schedule and insurance requirements. Issue subcontract agreements as necessary for new services. • Coordinate and provide oversight over ROW demolition Contracts performed under Parsons Subcontract with ROW consultant. • Coordinate with various Federal, State, and Local agencies to support certain Project requirements associated with the timely delivery of the Project, particularly with those commitments and obligations associated with cooperative agreements between RCTC and the respective agency. The respective agencies include OCTA, Cities of Corona and Riverside, Caltrans, and FHWA. • Schedule, coordinate, and attend meetings to support all Project-related Contract administration activities, including, where appropriate, providing agenda, meeting minutes, and action item listings. 4.03 Contract Administration A-20 EXHIBIT A-2 • Establish Project correspondence and communication procedures and protocols consistent with the requirements of the Design-Builder and Systems Integrator Contracts, and monitor and track compliance to these requirements. • Process Design-Builder and Systems Integrator correspondence under the Project requirements in a timely manner to support RCTC and stakeholder agency approvals. • Review Design-Builder and Systems Integrator payment applications, along with Project Controls, for compliance to Contract commercial requirements. Identify areas of concern and resolve with Design-Builder and Systems Integrator and RCTC. • Identify the amount of the final payment due to Design-Builder and assist RCTC with processing any final Contract changes and the resolution of any claims. Obtain evidence of certification of all lien releases, transfer of title to appropriate agencies, and certification of delivery of final record drawings to Caltrans. Secure and transmit to RCTC all required turn-over items, including, but not limited to, guarantees, affidavits, releases, bonds, waivers, keys, manuals, and maintenance stock. • Prepare final Project accounting and closeout reports of all reporting and document control systems. Organize all pertinent data, purge all files, and send to document control. • Prepare the final documentation to release all liens and recommend final payment and release of bonds and retention. • Provide the systems and tools to provide documentation and tracking of Design-Builder and Systems Integrator and Parsons' Contract compliance. • Prepare and issue RCTC-directed change orders in compliance with the Design-Builder and Systems Integrator Contract requirements and process with the Design-Builder and Systems Integrator for necessary approvals. • Review and analyze Design-Builder and Systems Integrator initiated change orders for compliance with Design-Builder and Systems Integrator Contract requirements, and process for approval by RCTC and other stakeholder agencies, including Caltrans and FHWA. • Perform regular review and documentation of Design-Builder and Systems Integrator communications for changes and claims, and report to RCTC with recommendations and actions. • EXHIBIT A-2 Provide reporting tools and change order logs to properly track and monitor change notices, change orders, and claims to identify trends and measure cost and schedule impacts. A-21 • • • • • • 4.04 Procurement Services • Provide final coordination and administration of the solicitation and procurement of remaining Complex Property Mitigation construction work. • · Provide final coordination and administration of solicitation and procurement support for demolition of properties to support Design-Builder construction schedule. • Provide design and construction solicitation and procurement documents, and coordinate and administer the procurement for Biological Mitigation work outside the Project limits. 4.05 Risk Management • Perform ongoing Project risk identification and management activities by working with the various Project work groups, including the Design-Builder and Systems Integrator. • Provide periodic updates of the Risk Register showing resolution and mitigation of defined Project risks, identification of new risks, and required mitigation measures. • Provide all necessary reports and actions requested by RCTC to support requests of Caltrans or FHWA in documenting adherence to risk management requirements and practices. 4.06 DBE -Labor Compliance • Provide oversight of DBE and labor compliance of the Design-Builder and Systems Integrator and support to RCTC, including compliance by the Design-:Builder and Systems Integrator of their DBE Performance Plan, and as it relates to Federal, State, and Local requirements for prevailing wages and Davis-Bacon Act requirements. Labor compliance services also include support to RCTC's DBE and labor compliance requirements for the Project. • Provide oversight of Design-Builder and Systems Integrator's compliance to their DBE Performance Plans, including: EXHIBIT A-2 Coordinate with Design-Builder and Systems Integrator's DBE compliance officer in their meeting of their DBE Performance Plan A-22 requirements and commitments, including subcontracting to DBE firms, payments to DBE firms, and attainment of their subcontracting goals. Establish meetings on a regular basis to identify performance issues and work with them to identify means to obtain their goals through work allocation and subcontracting, and outreach of DBE business entities. Review and monitor eligibility of DBE firms and review subcontracts for proper language providing opportunities for DBE firms. Regularly collect data and oversee Design-Builder and Systems Integrator's collection of data for proper reporting to RCTC and the State. Provide guidance and support to RCTC, as appropriate, on Design- Builder and Systems Integrator's meeting of the program goal and reporting to Federal, State, and Local agencies. • Coordinate with RCTC relating to their compliance with California's Department of Industrial Relations (DIR) requirements for labor compliance, including: Provide technical guidance and coordinate with RCTC to establish the appropriate reporting requirements and information necessary for the DIR to perform labor compliance on the Project. Provide periodic audits of Design-Builder and Systems Integrator's compliance to DIR requirements and information needed for labor compliance monitoring. Support RCTC with coordinating with DIR, as necessary, on their performance of Project review audits and site interviews. Periodically review with RCTC their compliance to State and Federal requirements for labor compliance. • Observe and monitor Design-Builder and Systems Integrator's labor relations with labor organizations on behalf of RCTC, periodically review labor practices on the Project, and discuss labor issues with the Design-Builder and Systems Integrator, as appropriate, to mitigate potential for delays to Project completion. Make recommendations, as appropriate, on resolution of labor issues to RCTC. • Monitor Design-Builder and Mitigation/Demolition Contractor(s)' compliance to labor code requirements and provisions for labor harmony on the Project. 4.07 Subcontract Administration A-23 EXHIBIT A-2 • • • • • • • Coordinate and manage subconsultant agreements; issue supplemental agreements for deliverables and budgeting of specific work tasks identified under Phase 2 consistent with subconsultant's original Scope of Work; and process supplemental agreements for internal approvals, as required. Work with discipline leads on scope developments and Project Controls for proper budget allocations. • Monitor subconsultant agreements for compliance with terms and conditions, including current insurance requirements, updated overhead rates, scope and schedule requirements, and change management. Prepare correspondence and maintain effective communication with subconsultants. • Review subconsultant invoices, as applicable. • Coordinate and monitor close-out of subconsultant agreements including final submittals, releases, and reports, as required. 4.08 Document Controls Management • • • Provide and maintain RCTC-Parsons document control for Project correspondence, including transmittals and letter correspondence. Oversee integration of the PCM and RCTC document control process and systems, including administration of the RCTC eRoom and lnfoWorks systems, with the Design-Builder system once identified. Provide document management and control of all Design-Builder and Systems Integrator submittals and correspondence. Integrate the Design- Builder and RCTC document management procedures, systems, and tools in support of transmittal, submittal processing, and approval requirements. This activity will include all Project documentation for design reviews, RFls, and submittals. Maintain the systems, tools, and the filing, storage, and retention of Project documentation. Provide the systems and tools for logging, tracking, reporting, and documenting all requirements and activities under Project controls. Deliverables Date Biological Mitigation Contract Documents September 2013 Complex Mitigation #3 Contract Documents January 2014 Demolition Contract Documents September 2013 Risk Register Monthly Change Order Log Monthly DBE and Labor Compliance Reports and Audits Various A-24 EXHIBIT A-2 D. Task 500 -Project Controls Provide Project controls management and administration services related to the cost, scheduling, estimating, and document management requirements for Parsons' Contract, and the Contract between the Design-Builder, Systems Integrator, and RCTC, including the necessary plans, procedures, tools, processes, and tasks for ongoing planning, budgeting, and control of the Project. The specific Project controls activities planned under Phase 2 include the following: 5.01 Project Controls Management • Provide management of the budget, cost engineering, scheduling, estimating, and document controls processes and procedures. Review the monthly invoices for PCM and Design-Builder to maintain conformance with the WBS cost structure. • Provide monthly trend registers, cost, and schedule reports on Project performance, both separate and in conjunction with, Design-Builder and Systems Integrator reporting requirements. Reporting will be provided on activities with stakeholder and third-party agencies. Provide any other necessary documentation deemed required to support Project performance monitoring. • Update and document changes in the Project processes and procedures as provided for in the PMP and submit, as necessary, for reviews and approvals by RCTC, Caltrans, and FHWA. • Perform periodic reviews and analyses of Design-Builder and Systems Integrator's cost performance, as appropriate, to determine trends that may result in potential claim situations, and document such analyses and monitor trends. • Monitor and report, as necessary, RCTC program costs that are external to PCM Contract. This will include costs associated with the Project that are incurred through other agreements, in accordance with State, Federal, or Local requirements, or as otherwise defined under the PCM Contract, in a format similar to Phase 1 reporting. 5.02 Cost Engineering • Prepare monthly invoices for Contract services with adequate budget allocation for actual costs incurred; check for compliance to Contract compensation requirements; monitor charges to established WBS codes to A-25 EXHIBIT A-2 • • • • • • support cost control and reporting; verify appropriateness of charges; and respond to RCTC questions or comments on invoicing. • Develop budgeting for work tasks for Parsons' activities; assign tasks against the WBS; monitor labor charges and expenses for validity and proper coding; and provide progress and reporting support for internal management and client needs. • Review monthly invoices/progress payments submitted by the Design-Builder and Systems Integrator as to compliance with Contract requirements and progress achieved on the Project. • Coordinate development of reports related to RCTC program costs that are external and internal to the PCM Contract. Coordinate with Design-Builder to develop additional reports, as necessary. 5.03 Scheduling • • • • EXHIBIT A-2 Prepare and maintain an overall Program schedule and coordinate with Project disciplines, including ROW, to schedule updates and provide monthly reporting to RCTC. Include identification and analysis of resource constraints and requirements, as appropriate, and any constraints to costs and cash flow. Provide schedule analyses, as required, to address schedule issues and concerns resulting from Project activities, either of Caltrans, RCTC, and/or Parsons, or of the Design-Builder or Systems Integrator. In addressing issues, determine and recommend recovery actions, including resource and cash flow requirements. Review Design-Builder and Systems Integrator's design and construction schedule to monitor compliance with the Design-Builder and System Integrator's Contracts, and incorporate Design-Builder's and Systems Integrator's schedule into the master program schedule. Provide analysis and document all schedule changes and their impacts to the baseline schedule, and request and analyze recommendations of Design-Builder and Systems Integrator's recovery plans. Participate in weekly Design-Builder and Systems Integrator's scheduling meetings to coordinate respective schedules, identify areas of schedule concern, monitor schedule performance, and track schedule alignment of weekly schedules to Project schedules . A-26 • Schedule, coordinate, and attend meetings, as necessary, to support Project schedule activities, including preparation of agendas, meeting minutes, and action items. • Provide monthly schedule reports on Project performance, both separate and in conjunction with, Design-Builder and Systems Integrator's reporting requirements. Provide any other necessary supports deemed required to support Project performance monitoring. 5.04 Cost Estimating • Provide review and analyses of potential change orders submitted by the Design-Builder and Systems Integrator, including presentation of cost and schedule impacts, solutions to mitigate impacts, and recommendations to RCTC and other stakeholder agencies for approval. • Provide estimating support, as necessary, to review and analyze Design- Builder and System Integrator's changes and value engineering proposals. Provide recommendations to RCTC. Deliverables Date SR-91 Program and Baseline Schedule September 2013 Monthly Progress and Performance Report Monthly E. Task 600 -Construction Management Provide Construction Management services for construction quality oversight and compliance to Contract requirements by Design-Builder, in accordance with AB 2098, and in coordination with Caltrans independent QA and construction inspection services. These services include: 6.01 Construction Management • Provide and implement a construction management staffing plan that integrates with Caltrans' role, responsibilities, and staffing for the Project and provides the necessary resources and capabilities to oversee and monitor the quality of construction by the Design-Builder. • Monitor the Design-Builder's overall planning of construction activities to identify critical milestones and priorities, and to determine budget estimates and staffing requirements for the defined scope and schedule. A-27 EXHIBIT A-2 • • • • • • • Conduct progress evaluations, reviews, and analyses to assess Design- Builder and Mitigation Design Engineer and Mitigation/Demolition Contractor(s)' performance, and recommend corrective action as necessary. • Support preparation of the monthly report of construction activity and progress that relates to Design-Builder and Mitigation Design Engineer and Mitigation/Demolition Contractor(s)' progress and compliance to Contract requirements. • Field monitor Design-Builder and Mitigation/Demolition Contractor(s)' construction activities and compliance to their safety plan. Note concerns or deficiencies immediately to Design-Builder and Mitigation/Demolition Contractor(s) for their implementation of corrective measures. • Develop/implement a field issue resolution program, including issue identification and resolution by the Design-Builder, Mitigation/Demolition Contractor(s), and appropriate agencies. • • • • EXHIBIT A-2 Observe and identify all potential changes in scope based on Design-Builder and Mitigation/Demolition Contractor(s)' activities, review all change orders submitted, and perform required analyses and recommendations to RCTC for disposition. Review work status and recommend to RCTC when the Project is substantially complete. Prepare a summary of the status of the work of Design-Builder and a "punch list" of any incomplete work or work that does not conform to the Contract documents. Coordinate and assist Caltrans in conducting final inspections and oversee completion of all work. Recommend Relief of Maintenance to Design-Builder for all or portions of the Project. Review and recommend to RCTC when the Mitigation and Demolition work is substantially complete. Prepare a summary of the status of the work of the Mitigation/Demolition Contractor(s) and a "punch list" of any incomplete work that does not conform to the Contract documents. Certify the amount of the final payment due to Mitigation Design Engineer and Mitigation/Demolition Contractor(s) and assist RCTC with the processing of any final Contract changes and the resolution of any claims. Obtain evidence of certification of all lien releases, transfer of title to appropriate agencies, and certification of delivery of final record drawings to Caltrans. Secure and transmit to RCTC all required turn-over items, including, but not limited to, guarantees, warranties, affidavits, releases, bonds, waivers, keys, manuals, and maintenance stock . A-28 • Certify the amount of the final payment due to Design-Builder and assist RCTC with the processing of any final Contract changes and the resolution of any claims. Obtain evidence of certification of all lien releases, transfer of title to appropriate agencies, and certification of delivery of final record drawings to Caltrans. Secure and transmit to RCTC all required turn-over items, including, but not limited to, guarantees, warranties, affidavits, releases, bonds, waivers, keys, manuals, and maintenance stock. 6.02 Construction Services & Administration • Support the Construction Management and Resident Engineer Design- Builder Oversight teams with administrative support services. Complete a variety of routine and non-routine tasks and projects in accordance with the Project procedures, or as directed. Manage document control for the Construction Management team. • Support the Construction Management and Resident Engineer Design- Builder Oversight teams as the primary liaison between other Project departments and construction management, ensuring timely and accurate distribution of information and materials. • Support the Construction Management and Resident Engineer Design- Builder Oversight teams in researching and compiling statistical information and related data and produce special or recurring reports and complete special projects as assigned. May maintain and monitor the operating budget as directed. • Establish and maintain document archiving and retrieval systems, prioritizing the flow of Project reports/correspondence, and ensuring timeliness in the handling, processing, and resolution of requests, requirements, or problems. • Establish and maintain follow-up files and confidential files for Construction Management team. • Make recommendations for additions or revisions to existing Project practices and policies. Serve as focal point for gathering newly published policies and the dissemination of materials. • Maintain the Construction Management team meetings calendar. Assist Construction Management team in coordinating Project meetings. • Manage project vehicle fleet, maintaining monthly inspection, maintenance and fueling records. A-29 EXHIBIT A-2 • • • • • • 6.03 Property Mitigation • Monitor the overall planning of construction activities to identify critical milestones and priorities. Determine budget estimates for the mitigation and demolition defined scopes of work and schedules. • Coordinate and conduct pre-construction and pre-activity meetings with the mitigation design engineer and the mitigation and demolition contractor(s). • Provide engineering assessment of plans for adequacy of design, particularly with respect to suitability to actual field conditions. • Ensure compliance with the plans and specifications by the mitigation and demolition contractor(s). Recommend, modify, interpret, and edit special provisions and prepare modification estimates. Keep necessary records pertaining to construction progress, budget performance, and work order balances. • Monitor the mitigation and demolition contractor(s) construction QC program, including the adequacy and capability of QC resources. Oversee and provide, as necessary, notification to the mitigation and demolition contractor(s) of rejected work when it is the opinion that the work or materials do not conform to the requirements of the mitigation and demolition Contract documents. • Monitor compliance of mitigation and demolition contractor(s) safety plan and note concerns or deficiencies immediately to mitigation and demolition contractor(s) for their implementation of corrective actions. • Observe and identify all potential changes in scope based on mitigation and demolition contractor(s) activities, and review all change orders submitted. Perform required analyses and present recommendations to RCTC for disposition. Maintain separate log and files to document all potential and actual changes. • Prepare all test and inspection records and ensures that all noncompliance reports are satisfactorily resolved. 6.04 Roadway Construction Oversight • Monitor the overall planning of construction activities to identify critical milestones and priorities. Determine budget estimates and staffing requirements for the roadway work scope and schedule. • EXHIBIT A-2 Coordinate and conduct pre-construction and pre-activity meetings with the Design-Builder . A-30 • Provide engineering assessment of plans for adequacy of design, particularly with respect to suitability to actual field conditions. • Ensure compliance with the plans and specifications by the Design-Builder; recommend, modify, interpret, and edit special provisions and prepare modification estimates; and keep necessary records pertaining to construction progress, budget performance, and work order balances for the segment. • Monitor the Design-Builder's construction QC program, including the adequacy of capability of QC resources. Oversee and provide, as necessary, notification to the Design-Builder of rejected work when it is the opinion that the work or materials do not conform to the requirements of the Design-Build Contract documents. • Monitor compliance of Design-Builder's safety plan and note concerns or deficiencies immediately to Design-Builder for their implementation of corrective measures. • Oversee Caltrans performance of periodic construction inspection and QA independent oversight activities and their recording of daily progress of the Project with accurate and complete daily inspection reports, including weather conditions, work performed, number of workers, problems encountered, and other relevant data. Maintain an independent photographic log of the construction progress indexed for easy retrieval. • Review all detour, lane closures, temporary access, signing, delineation, and traffic management and control plans for compliance with Contract Transportation Management Plan (TMP) requirements and all safety laws and regulations. Notify any deficiencies to Design-Builder for their immediate correction and compliance. Communicate any special notices to the public outreach team. • Observe and identify all potential changes in scope based on Design- Builder's activities, and review all change orders submitted, perform required analyses, and present recommendations to RCTC for disposition. Maintain separate log and files to document all potential and actual changes. • Perform oversight and review of laboratory, shop, and mill test reports of materials and equipment, and coordination. • Monitor Design-Builder compliance to inspection and surveys of properties adjacent to the Project to monitor possible ground movement or structural damage to properties that may be caused by the works. • Monitor test and inspection records and noncompliance reports for satisfactory resolution of noncomplying work. A-31 EXHIBIT A-2 • • • • • • 6.05 Structures Construction Oversight • Monitor the overall planning of construction activities to identify critical milestones and priorities. Determine budget estimates and staffing requirements for the structures work scope and schedule. • Coordinate and conduct pre-construction and pre-activity meetings with the Design-Builder. • Provide engineering assessment of plans for adequacy of design, particularly with respect to suitability to actual field conditions. • Ensure compliance with the plans and specifications by the Design-Builder; recommend, modify, interpret, and edit special provisions and prepare modification estimates; and keep necessary records pertaining to construction progress, budget performance, and work order balances. • Monitor the Design-Builder's construction QC program, including the adequacy of capability of QC resources. Oversee and provide, as necessary, notification to the Design-Builder of rejected work when it is the opinion that the work or materials do not conform to the requirements of the Design-Build Contract documents . • • • • • EXHIBIT A-2 Monitor compliance of Design-Builder's safety plan and note concerns or deficiencies immediately to Design-Builder for their implementation of corrective measures. Oversee Caltrans performance of periodic construction inspection and QA independent oversight activities and their recording of daily progress of the Project with accurate and complete daily inspection reports, including weather conditions, work performed, number of workers, problems encountered, and other relevant data. Maintain an independent photographic log of the construction progress indexed for easy retrieval. Perform oversight and review of laboratory, shop, and mill test reports of materials and equipment, and coordination. Monitor Design-Builder compliance to inspection and surveys of properties adjacent to the Project to monitor possible ground movement or structural damage to properties that may be caused by the works. Ensure that all test and inspection records and noncompliance reports are satisfactorily resolved . A-32 6.06 Office Engineering • Coordinate with Design-Builder for completion and submittal of final record drawings or as-built drawings. The record drawings and documents shall be prepared and submitted in conformance with the Contract requirements. • Monitor that the Design-Builder maintains a detailed photographic history of the Project in compliance with the Design-Build Contract, and includes labels with location, direction of view, date, time, and any information of interest. Photographs shall be maintained in an indexed album or RCTC-approved software. Photographs shall include, but not be limited to, conditions prior to construction, changes to detours, barricade placement, disputed work, rejected work, and completed work. • Coordinate between the Design Review and Construction Oversight teams to receive and distribute Project plans and documents throughout the Project term. • Perform general construction office duties relating to administration of construction contracts, such as processing extra work invoices, preparing progress estimates, and filing documents. • Confer with Design-Builder regarding compliance with plans and quality of work and construction activity; selection and/or use of computer-based processes to compile engineering data, horizontal and vertical alignments, and curve computations; and preparation of as-built plans. • For schedule/work activities where the need is identified, prepare quantity calculations and quantity sheets for payment purposes and review calculations prepared by Roadway and Structures Resident Engineering teams. • Prepare or assist in the preparation of Contract Change Orders (CCO) for the purpose of making alterations, deviations, additions to, or deletions from the plans and specifications to ensure proper completion or construction of the Contract by gathering critical information necessary and interpreting technical reports and data to determine a feasible solution. • Coordinate between field personnel in tracking and logging all field documents, including reports and Daily Progress Reports. • Track and document all safety procedures and reports. • Track and document all environmental and stormwater pollution prevention related reports and inspections and coordinate with the environmental personnel on the Project. A-33 EXHIBIT A-2 • • • • • • • Track, monitor, and document all roadway closures on the Project, and document all 10-97, 10-98, and 10-22 calls on Caltrans Traffic Management Center (TMC). • Together, with administration and the Project document control, develop, maintain, and update Project's contact matrix and assure posting and distribution to the Project's team. • Provide the tracking and maintenance of Project work schedules, analyses, technical and production reports, and other documentation as required. • Organize, prepare, and conduct field site investigations and visitations from Caltrans, RCTC, and FHWA personnel to confirm Project progress, conduct studies, or any other purpose. • Schedule, coordinate, and attend meetings, as necessary, to support Project oversight and construction activities, including the preparation of meeting materials, agendas, minutes, and action item lists. Deliverables Date Construction Staffing and Management Plan October 2013 Payment Application Approval Monthly Inspection Reports, NCR status Monthly Safety Report Monthly Field Dispute Resolution Issues Report Monthly Progress Report for Design-Builder Work Monthly Progress Report for ROW Mitigation Work Monthly Progress Report for Demolition Work Monthly Progress Report for Biological Mitigation Work Monthly Photographic History of the Project Monthly Punch Lists for Substantial Completion, Project TBD Completion, Final Acceptance, and other contractual milestones Deliverables The following list of deliverables is required under the Phase 2 scope of services: Task 100-Project Management • Design-Build Collateral Materials • Ground Breaking Ceremony EXHIBIT A-2 A-34 Various TBD TBD • • Toll Facility Collateral Materials TBD • Project Communications Templates Various • Ribbon Cutting Ceremony (Toll Facility) TBD • Project Safety Oversight Plan July 2013 • Design Quality Oversight Plan July 2013 • Construction Quality Oversight Plan October 2013 • Insurance Claims Analyses Various • Bid Packages for ROW Mitigation Properties Various Task 200 -Design Management • ROW Certification (by grouping) Various • ROW Agreements and Documentation Various • Post-Construction Record of Survey April 2017 • Submittal Packages Review/Approval Various Documentation • (Utility) Notice to Owner for Final Design TBD • (Utility) Notice to Owner to Relocate TBD • (Utility) Report of Investigation (ROI) TBD • Utility Agreements December 2013 • Railroad Construction and Maintenance Agreements TBD • • CPUC Formal and Short Forms TBD • USAGE 404 Permit TBD • USAGE 408 Permit TBD • USAGE Out Grant Agreement TBD • RWQCB 401 Permit TBD • CDFW 1602 Permit TBD • OCPW Encroachment Permit TBD Task 300 -Tolling and Operations • Tolling Vendor Contracts (executed) Prior to Opening Day • Caltrans Maintenance Agreement (executed) Prior to Opening Day • CHP Enforcement Agreement (executed) Prior to Opening Day • FasTrack License Agreement (executed) January 2014 • Anaheim Facility Build-Out Design January 2014 • Corona Customer Service Center (CSC) Build-January 2014 Out Design • FHWA SEMP Document updates As needed • FHWA Outstanding SEMP Documents December 2013 • Finalize Updates to Business Rules August 2016 A-35 • EXHIBIT A-2 • • • • Identify Federal, State, or Local Updates to As needed Tolling Regulations • Identify Potential New and/or Improvements to As needed Toll Technology • Identify Potential Marketing Efforts for Express March 2016 Lane Startup • Finalize Updates to Financial Reporting Prior to Opening Day Requirements • Design-Builder's Toll Infrastructure Signoff June 2016 • Systems Integrator's Signoff by RCTC and Prior to Start of Training Stakeholders • Design-Builder's Contract Compliance Reports As needed • Systems Integrator's Contract Compliance As needed Reports • Systems Integrator Final Acceptance Test Report • Communications Network Infrastructure Concept Design Report Task 400 -Contracts Management • Biological Mitigation Contract Documents • Complex Mitigation #3 Contract Documents • Demolition Contract Documents • Risk Register • Change Order Log • DBE and Labor Compliance Reports and Audits Task 500 -Project Controls • SR-91 Program and Baseline Schedule • Monthly Progress and Performance Report Task 600-Construction Management • Construction Staffing and Management Plan • Payment Application Approval • Inspection Reports, NCR status • Safety Report • Field Dispute Resolution Issues Report • Progress Report for Design-Builder Work • Progress Report for ROW Mitigation Work • Progress Report for Demolition Work • Progress Report for Biological Mitigation Work A-36 EXHIBIT A-2 No Earlier than 90 Days after Opening Day June 2013 September 2013 January 2014 September 2013 Monthly Monthly Various September 2013 Monthly October 2013 Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly • Photographic History of the Project • Punch Lists for Substantial Completion, Project Completion, Final Acceptance, and other contractual milestones A-37 EXHIBIT A-2 Monthly TBD • • • • • • EXHIBIT "B-2" SCHEDULE OF SERVICES L_Attached behind this page_J EXHIBIT B-2 • • EXHIBIT B-2 • • • • EXHIBIT "C-2" PART1 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 Office and (Field) Multipliers to be applied to the Direct Salary Costs to determine the Direct Labor Costs are 2.4103 and (2.1423) respectively, and are the sum of the following components: 1.1.2.1 1.1.2.2 Direct Salary Costs Payroll Additives 1.00 0.4749 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. C-1 EXHIBIT C-2 1.1.2.3 Overhead Costs 0.9354 and (0.6674) 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. 1.1.2.4 Multiplier 2.4103 and (2.1423) (sum of 1.1.2.1, 1.1.2.2, and 1.1.2.3) *The Payroll Additives and Overhead Costs, as those terms are defined above, shall be adjusted annually to equal Consultant's audited overhead costs for the preceding year. The adjustment shall occur when Consultant has published its audited overhead rate and shall apply to Direct Salary Cost, as defined above, incurred thereafter until the rate for the following year is available upon completion of an independent audit of Consultant's indirect cost rate. 1.2 FIXED FEE 1.2.1 The Fixed Fee is the Consultant's and Consultant's subconsultants' • profit. The Maximum Fixed Fee under this Agreement is increased by this Amendment No. 3 by the amount of Six Million Four Hundred Seventy Six Thousand Two Hundred Forty Four Dollars ($6,476,244.00). 1.2.2 A portion of the Fixed Fee shall be paid on a pro-rated basis, in proportion to the monthly invoiced Direct Labor Costs and the total Direct Labor Cost compensation, as ·part of each monthly billing. 1.2.3 The Fixed Fee may be adjusted upon written approval of the Commission's Executive Director, as further set forth in Section 6. 1.3 ADDITIONAL DIRECT COSTS Additional Direct Costs directly identifiable to the performance of the services of this Agreement shall be reimbursed at the rates below, or at actual invoiced cost. Rates for identified Additional Direct Costs are as follows: C-2 EXHIBIT C-2 • • • • REIMBURSEMENT RATE Per Diem Car mileage Rental Car Travel Photocopies (Black & White) Photocopies (Color) Photographs/ other reprographic Services Postage/Shipping Courier Service Other Rentals, supplies, purchases Actual Cost 0.55 or current IRS rate Actual Cost Actual Cost Actual Cost Actual Cost Actual Cost Actual Cost Actual Cost Actual Cost 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 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. EXHIBIT C-2 POSITION OR CLASSIFICATION Senior Program Director Program Director Construction Director C-3 RANGE OF HOURLY RATES 67.55 -148.19 58.37 -105.05 58.37 -105.05 EXHIBIT C-2 Construction Manager Principal Construction Eng/Spec Construction Engineer/Specialist QA Manager/Supervisor · Principal QA Engineer/Specialist QA Engineer/Specialist QC Manager/Supervisor Principal QC Inspector QC Inspector Safety Manager/Supervisor Safety Engineer/Specialist Principal Project Manager Project Manager Engineering Manager Supervising Engineer Principal Engineer Sr. Engineer Engineer Principal Project Engineer Project Engineer Architect Sr. Project Planner Project Planner Supervising Designer Project Designer Principal Designer Designer/Drafter Landscape Architect Landscape Planner Principal Environmental Planner Environmental Planner Project Controls Manager Project Controls Engineer Document Control Supervisor Document Control Coordinator Chief Estimator Principal Estimator Estimator Contracts Manager Procurement Manager Contracts Administrator Subcontracts Administrator Procurement Specialist Field Office Manager Executive Secretary/Assistant Administrative Assistant Technical Writer/Editor C-4 43.27 -87.88 40.19 -70.38 22.21 -59.40 48.41 -87.16 35.48 -72.12 25.87 -55.29 40.19-80.38 30. 77 -63.85 22.21 -48.85 40.19 -80.38 22.21 -48.85 53.89 -97.02 43.27 -77 .88 48.41 -97.16 40.19 -80.38 35.48 -62.12 30. 77 -53.85 17.20 -49.50 43.27 -77.88 35.48 " 62.12 31.29 -63.65 43.27 -77.88 25.70 -70.38 40.19 -70.38 35.48 -62.12 30. 77 -53.85 17.12 -42.50 19.76-44.57 25.87 -55.29 30.77 -63.85 19.76 -44.57 40.19 -102.74 22.21 -58.85 30.77 -57.85 19.76 -40.57 40.19 -80.38 35.48 -72.12 22.21 -58.85 43.27 -87.88 35.48 -72.12 32.21 -58.85 22.21 -55.05 19.76 -44.57 25.87 -45.29 22.21 -42.85 17.23 -33.65 25.19 -48.30 • • • • • • Graphics Supervisor/Designer Financial Specialist Systems -IT Supervisor Systems-IT Specialist Market Analysts/Specialists Principal Technical Consultant 28.30 -48.40 36.35 -79.13 30. 77 -53.85 25.87 -45.29 32.25 -85.15 75.00 -175.00 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. 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 $1,000 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. Consultant shall maintain files and documentation, for auditing purposes, substantiating all Additional Direct Costs charged to the Commission. 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. C-5 EXHIBIT C-2 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. C-6 EXHIBIT C-2 • • • • • • EXHIBIT C-2 EXHIBIT "C-2" PART2 APPROVED SUBCONSUL TANTS AND APPROVED BILLING RATES C-7 APPROVED SUBCONSUL TANTS Direct Firm Salary Salary Cost Additive Overhead Multiplier Arellano Associates 1.00 0.00 0.71 1.71 Group Delta Consultants, Inc. 1.00 0.54 1.25 2.79 HOR, Inc. (Office) 1.00 0.31 1.34 2.65 HOR, Inc. (Field -Co-located) 1.00 0.34 0.85 2.19 Overland, Pacific & Cutler, 1.00 0.46 1.20 2.65 Inc. Psomas (Psomas Office) 1.00 0.35 1.48 2.84 Psomas (Psomas Field) 1.00 0.42 1.23 2.65 Southstar Engineering (Field 1.00 0.32 0.76 2.08 -Co-located) TEC Management 1.00 0.53 0.86 2.39 Consultants, Inc. GCAP 1.00 0.00 0.89 1.89 Cofiroute USA 1.00 0.24 0.32 1.56 [Rates used are approved and effective as of January 2013] ITEM Per Diem Car mileage Travel Photocopies Blueline LO Telephone Fax Sub-Consultant Reimbursable Other Direct Cost REIMBURSEMENT RATE $ Actual IRS Rate $ Actual IRS rate for date traveled $ Actual Cost $ 0.15/copy $ 1.50/sheet $ included in burdened rate $ included in burdened rate Computer Charges $ included in burdened rate Photographs $ included in burdened rate Fee/ Profit Rate 0.10 0.10 0.10 0.10 0.10 0.10 0.10 0.10 0.10 0.10 0.10 Other Direct Costs Permitted under the FAR and not listed above are reimbursed at Cost C-8 EXHIBIT C-2 Total Multiplier 1.88 3.07 2.92 2.41 2.92 3.12 2.91 2.29 2.63 2.08 1.72 • • • • • ARELLANO ASSOCIATES POSITION OR CLASSIFICATION Outreach Principal In Charge Outreach Project Director Public Outreach Manager Public Outreach Coordinator Public Outreach Support Project Support Administrative GROUP DEL TA CONSUL TANT INC. POSITION OR CLASSIFICATION Principal Engineer Associate Engineer/Geologist Senior Engineer I Geologist Project Engineer I Geologist Staff Engineer I Geologist Technician CAD Project Admin I Support HOR, INC. POSITION OR CLASSIFICATION Project Engineer Sr. Project Engineer Structures Lead Sr. Structures Engineer Assistant Roadway RE Project Manager Roadway Office Engineer Railroad Coordinator OVERLAND, PACIFIC & CUTLER, INC. POSITION OR CLASSIFICATION Principal Principal Consultant EXHIBIT C-2 C-9 RANGE OR HOURLY RATES $115.00 -$150.00/hour $100.00 -$135.00/hour $90.00 -$120.00/hour $55.00 -$85.00/hour $35.00 -$55.00/hour $20.00 -$35.00/hour $15.00 -$40.00/hour RANGE OR HOURLY RATES $53.13 -$91.95/hour $45.67 -$60.1 O/hour $34.74 -$ 45.67/hour $28.85 -$41.35/hour $20.00 -$27.88/hour $17.00 -$39.96/hour $19.00 -$24.52/hour $15.00 -$28.85/hour RANGE OR HOURLY RATES $45.00 -$61.96/hour $58.67 -$105.00/hour $60.23 -$63.24/hour $83.01 -$93.40/hour $50.00 -$74.58/hour $74.52 -$78.25/hour $36.22 -$38.03/hour $66.29 -$69.60/hour RANGE OR HOURLY RATES $68.93 -$91.35/hour $47.04 -$80.48/hour Senior Project Manager Project Manager Analyst Project Support Specialist Secretarial/Clerical Principal Appraiser Staff Appraiser II Sr. Appraiser Property Management Supervisor Senior Agent/Consultant Agent/Consultant Property Services Supervisor Crew Member I Crew Member II Crew Member Ill/General Contractor PSOMAS POSITION OR CLASSIFICATION Project/Manager/Technical Manager Sr. Project Surveyor/Sr. GIS Specialist Project Surveyor/GIS Specialist Staff Surveyor Survey T ech/CADD Tech Project Administrator LS Party Chief Certified Chief Party Chief Instrument Man Chain man Apprentice A-G Field Supervisor $39.66 -$57.69/hour $28.84 -$47.36/hour $16.83 -$42.23/hour $14.43 -$32.96/hour $13.00 -$24.49/hour $75.00 -$95.00/hour $40.00 -$40.00/hour $60.00 -$60.00/hour $40.86 -$45.67/hour $24.04 -$39.42/hour $17.83 -$27.63/hour $26.44 -$31.25/hour $8.00 -$11.00/hour $11.00 -$15.00/hour $15.00 -$55.00/hour RANGE OR HOURLY RATES $68.17 -$85.91/hour $49.98 -$70.29/hour $37.00 -$49.95/hour $28.12 -$43.42/hour $28.12-$40.85/hour $28.12 -$38.40/hour $44.96 -$50.00/hour $44.26 -$50.00/hour $42.21 -$50.00/hour $39.71 -$50.00/hour $39.13 -$50.00/hour $16.43 -$31.30/hour $42.21 -$45.00/hour SOUTHSTAR ENGINEERING AND CONSUL TING, INC. POSITION OR CLASSIFICATION RANGE OR HOURLY RATES Project Manager Senior Project Engineer Project Engineer Administrative Assistant Document Control Specialist TEC MANAGEMENT CONSULT ANTS, INC. POSITION OR CLASSIFICATION Planner/Scheduler C-10 EXHIBIT C-2 $90.00 -$110.00/hour $65.00 -$80.00/hour $50.00 -$65.00/hour $22.00 -$30.00/hour $35.00 -$50.00/hour RANGE OR HOURLY RATES $55 -$85/hour • • • • • • GCAP POSITION OR CLASSIFICATION DBE/LC Project Manager DBE Compliance Manager Senior Labor Compliance Specialist Labor Compliance Analyst Senior DBE Outreach Specialist DBE Administrator Contract Compliance Analyst COFIROUTE USA POSITION OR CLASSIFICATION Project Director Assistant Project Manager VP Information Technology IT Manager Technical Consultant Operations Manager On-Road Customer Service ETTM Supervisor Subject Matter Analyst Customer Service Manager Violations Processing Manager Administrative EXHIBIT C-2 C-11 RANGE OR HOURLY RATES $64.90 -$74.52/hour $48.08 -$59.69/hour $38.46 -$43.27 /hour $26.44 -$31.25/hour $34.62 -$38.46/hour $26.44 -$31.25/hour $35.99 -$40.87/hour RANGE OR HOURLY RATES $65.00 -$85.00/hour $35.00 -$50.00/hour $50.00 -$65.00/hour $45.00 -$60.00/hour $95.00 -$110.00/hour $40.00 -$55.00/hour $18.00 -$28.00/hour $25.00 -$40.00/hour $14.00 -$20.00/hour $30.00 -$45.00/hour $30.00 -$60.00/hour $25.00 -$35.00/hour EXHIBIT C-2 EXHIBIT "C-2" PART3 BASELINE BUDGET SPREADSHEETS ATTACHED C-12 • • • • • C-13 • EXHIBIT C-2 Ll...J....L.l...L....W....w...;...,.;._i ..... C-14 EXHIBIT C-2 ~ ~I!~ Uhh I jH~jj~ ~ i1~ ~!ll • • • • • • EXHIBIT C-2 !i:l'!fewtt.OVN"T< ~i\llCIN:t::OMMtWM(Wq """eoll"""'"""'-l'!IQl""'!Cl>I FA~!RMl #JtMl lWSTBTJM4.ll:et'fA4.Si.t~ 1ff fift.M ....... C-15 EXHIBIT C-2 ff;Nf.~IU!t()t;N!V H'iAN~Ull'')N ~1WfY>l !t«:.lq !.ft.·~n~1ru:m1~atr~am:r PA~s.{?CMJ f.'H:A!.fi :n:ou' tinMAU DiTAll WMMMr'f @.'t UMt '-•A> C-16 • • • • • • EXHIBIT C-2 !J:M~~Qf ~lYi~WQJl'!Allt'lf't~Oltill;-c.tQ !A-tl 0:..nJl)(ttt iMPll.C)\lf'M!l'fiT Pl'tQj[(:"f "~'''''<!>.:Ml ~~1COSTB'tJMAf[Of"fAA$U~ltl'&Y~ """'- C-17 EXHIBIT C-2 ~!{OONfV fliAN~f.111111,)N ~t~t:tN ft«:lQ !~~!QQRlr,.~tNT~JCT PA~S-{~~ PHAH ::?CO'il ti'flMA'fll D£'f~ WUM.M'f AY J:#!M ..... , C-18 • • • • • • EXHIBIT C-2 ~'lml$IDll.OONlYflo\4N~f#lm.:iNO;)l'l,•lNUMft0N~Trj $ft.4H. ~ttaRIMPROVWfnt ~atft'T l*-.A~HKM~ ~Mli "2(.Q!!j'l t:un.~•'Tf DETM 'llJMflrifMf'f&Y fiAM """' C-19 EXHIBIT C-2 "'1~!;l00Nl'¥' J'MN~rAtlQN ~tM!~ ~q !iR-#1~10.001~~f~0tu::r JtAMOOS.lK.M} P'H~E 2 t.m,l tt.tiMi\Tt DETAIL OOMAAM'f AV UAM "'"'' Overland. Pacific & Cutler, Im:, C-20 • • • • • • EXHIBIT C-2 ~!(OUNJY~~f.Altt)N~WON'~Q ~n-fl.~U:tOR1~UffJlll!!OJtt'T irA~HPCMJ ™'ASl:Jt:J:~-Yf;SfiMAltt'JE!ll..ll~ ..... 4"'f&Y~ """' C-21 EXHIBIT C-2 ~lt.OONn' fM.N~rA11'0N ~u,w:~ ~lq ~fl~\. tOAA10(lfl'11\M'R~etH ~am::r ,._Ar.ON$fPC:MJ ~£2Cl'lU' tU1M4U bETM WMMMU!.l' Ml"M fff!Al C-22 • • • 4/4/'20B • • • EXHIBIT C-2 fn~tO' Cot..>Nl'Y ttlAN'S~JilHAW')N 0JMM1Wl:)N: ~l!:;} ~f:!.a-1.~!llOA'l~~~OJtt'T PA"°"'~{M'.'.:M) P'WAi.£ :1 lC.tP' fillM.t.'ff t:IET~I:. SiOM¥Ml1" t\I ~ 1-'!ttAt C-23 EXHIBIT C-2 ~!lOUNl'V rnAN~r.AtlON ~WC>N !~Q ~F-4-lt~tx;ml~mr~u:t PAMONS{PCMJ PH.au 2 c.orr ts.tiMAl".f DiT>lit -WMMMY AY M!lM - C-24 • • • PCM PHASE-2 ~ Background ~ Scope .of Ser·vices . . . ,J LN , . . .. • . : '. • • ·;;;;$ .i•;i·i~S~Tff~.{.>' ! • . ~ .. ·;Oc Sta,f;f~1ng·1Plan kPCM Phase 1 Contract •!• interagency agreements •!• right of way acquisition •!• utility relocations •!• railroad coordination ~:. (·, j -5«~, " •!• advanced preliminary engineering •!• tolling infrastructure and operation requirements •!• project controls and implementation planning •!• public outreach •!• procurement of a design-builder ~ Phase 1 Authorized Contract Value of $60,084,544 ~ Two-Phase Approach 4/23/2013 1 Table-2 Cost of Work Breakdown Task No. Task Description $Amount Hours 100 Project Management 9,680,300 66,517 200 Design Management 32,150,281 190,574 300 Tolling and Operations 3,746,382 22,794 400 Contracts Management 7,401,462 65,937 500 Project Controls 4,675,499 35.470 600 Construction Management 15,209,834 97,350 700 ODC/Escalation/Sub Mark-up 8,547,0345 N/A All Total Phase-2 Services Estimate $81.410,793 478,642 • RCTC Agency staff provides ./ overall project management and control ./ oversight of consultants ./ coordination of all stakeholders and project partners ./ ensure project goals and objectives are met • PCM staff provides ./ technical expertise ./ experienced and knowledgeable professionals ./ DB contract and Toll Systems Implementation contract administration & management ./ perform IQA with Caltrans per AB 2098 4/23/2013 2 "" Sft..91 Cotridor lmprovemeat Project Plme 2 Staffing Summary [Dll & PCM) --- 4/23/2013 3 4/23/2013 4 • AGENDA ITEM 9 • • ·'.:.·:·:·.· ·' . ' r .~.······ ··. ' ' J • • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: April 22, 2013 TO: Western Riverside County Programs and Projects Committee FROM: Michael Blomquist, Toll Program Director THROUGH: Anne Mayer, Executive Director SUBJECT: 91 Express Lanes Operator Agreement STAFF RECOMMENDATION: This item is for the Committee to: 1) Approve the 91 Express Lanes Operator Agreement between the Orange County Transportation Authority (OCTA), the Riverside County Transportation Commission (Commission), and Cofiroute USA, LLC (Cofiroute) for operations and maintenance services for the 91 Express Lanes in an amount of$30,998, 133, plus a contingency amount of $3,099,813 for 2) 3) 4) a total amount not to exceed $34,097,946; Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; Authorize the Executive Director to approve contingency work up to the total amount not to exceed as required for the agreement; and Forward to the Commission for final action. BACKGROUND /NFORMA TION: 10-Year Delivery Plan and Toiling In 2002, voters passed the 30-year extension of the Measure A program (2009- 2039). In December 2006, the Commission adopted the 2009 Measure A Western County Highway 10-Year Delivery Plan (10-Year Delivery Plan). The 10-Year Delivery Plan calls for the development of tolled express lane corridors on SR-91 and Interstate 15. State Toiling Authority In September 2008, SB 1316 (Correa) was signed into California law. SB 1316 was jointly sponsored by the OCT A and the Commission and paved the way for each agency to advance its long-term plan for tolled express lanes within the SR-91 corridor. SB 1 31 6 provided OCT A with the authority to extend the duration of its rights to collect tolls and operate the existing 91 Express Lanes under its franchise Agenda Item 9 22 agreement with Caltrans, provided that OCTA also agree to eliminate its rights relative to SR-91 in Riverside County under that agreement. SB 1316 provided the Commission with the state tolling authority needed for development of the 91 Express Lanes in Riverside County. SB 1316 authorized the Commission to charge tolls, for a period of 50 years, for use of tolled express lanes within the SR-91 corridor between the Orange/Riverside County line and 1-15, gave the Commission the ability to sell toll revenue bonds, and authorized use of toll revenue for other transportation purposes within the SR-91 corridor. Pursuant to SB 1316, in December 2011 , OCT A and Caltrans amended their franchise agreement to eliminate OCTA's rights relative to Riverside County. In May 2012, the Commission and Caltrans entered into a toll facilities agreement {including real property lease), which governs the Commission's use of the state highway underlying the future 91 Express Lanes in Riverside County. Development of the SR-91 Corridor Improvement Project The SR-91 CIP widens the SR-91 through Corona, extends the existing 91 Express Lanes from the Orange County line to 1-1 5, improves five local interchanges, reconstructs a portion of the 1 5/91 interchange, and constructs other general purpose lane and toll express lane improvements within the corridor. • Environmental approval for the SR-91 CIP was obtained in November 2012. Final • design and construction will be accomplished via award of a design-build contract scheduled for Commission approval at its May 8, 2013 meeting. Corridor construction is planned to start in early 2014 with lanes open to traffic in 2017 .. Commission and OCT A Cooperative Agreement In December 2011, the Commission and OCTA executed a cooperative agreement that defines how the agencies will jointly operate the 91 Express Lanes as a seamless system in Orange and Riverside Counties. The cooperative agreement defines each agency's roles and responsibilities for the 91 Express Lanes during the design and construction of the extension into Riverside County as well as the long- term operation and maintenance (O&M) of the combined 91 Express Lane facility. The cooperative agreement also defines the following related to the operator: • Sharing of certain revenues and costs, including the operator costs; • Use of one operator for the full facility through a three-party O&M contract; • Joint agency direction provided to the operator; • Payment of operator costs before the Commission's lane opening (i.e. pre- operations period costs to prepare for the operations phase) and after the Commission's lane opening (operations period); • Recognition of the economies of scale of a joint agency operation; • Ease of coordination of operations between agencies with a single operator; Agenda Item 9 23 • • • • • Shared toll operations office (Anaheim) and customer service center (Corona); and • Shared operator resources during emergencies on the 91 Express Lanes. Key Contract and Business Terms of the Operator Agreement The Commission and OCT A cooperative agreement described above governs the overarching agency relationship for the 91 Express Lanes while the operator agreement governs the specific three-party operations and maintenance arrangement. Consistent with the cooperative agreement, Commission, and OCTA staff and Cofiroute have negotiated a three-party O&M contract (operator agreement). The following is a summary of key contract and business terms in the operator agreement: • Fully replaces the existing OCT A/Cofiroute operator agreement • • Existing OCT A/Cofiroute operator agreement currently extends from July 1, 2011 to June 30, 2021 • New OCT A/Commission/Cofiroute operator agreement to be executed in 2013 will replace the existing OCTA/Cofiroute operator agreement at the time of opening of the Commission's 91 Express Lanes Effective term of new OCTA/Commission/Cofiroute operator agreement • Six months prior to opening of the Commission's 91 Express Lanes extension to June 30, 2021 • Pre-Operations Period: July 2016 to January 2017 (estimated) • Operations Period: January 2017 to June 30, 2021 (estimated) • Cofiroute to provide Key Personnel -program manager, manager of information systems and telecommunications, manager of customer service center and processing, customer service manager, processing manager, operations manager, accounting manager -with removal and replacements of key personnel approved jointly by OCT A and the Commission • Cofiroute will be entrusted with handling customer cash payments, and with directing all funds from customers and other toll entities into a master custodial account to be established by OCTA and Commission, with documenting financial transactions, and with maintaining the integrity of financial records. Cofiroute has a fiduciary duty to OCTA, Commission, and customers of the 91 Express Lanes. • In cases of emergency, Cofiroute will use all of its resources in the most efficient and effective manner to ensure safety and protection of the public Agenda Item 9 24 • Cofiroute will procure and maintain insurance of the types and amounts specified in the operator agreement. • A dispute resolution process is established that details two levels of issue escalation, the second level including executives from each party, and with an arbitration process as the final step for disputes under $500,000. For disputes over this amount, any legal method of resolution may be utilized. • Cofiroute will maintain its books, records, data, and documents in accordance with generally accepted accounting principles and make available to OCT A and the Commission for examination, audit, and inspection. Scope of Services of the Operator Agreement The operator agreement has structured Cofiroute's services to occur during two distinct time periods to reflect the preparation necessary for the Commission's 91 Express Lane opening and subsequently the period of ongoing operations and maintenance. Pre-Operations Period Services Provided to the Commission by Cofiroute • During the six-month period in advance of opening Commission's 91 Express Lanes • Cofiroute will hire and train staff, conduct and attend planning and issue-resolution . meetings, and procure necessary equipment, tools, and supplies in preparation for operation of the extended 91 Express Lanes. Specifically, Cofiroute will hire and train the following positions during the six-month pre-operations period: Position Duties Performed and/or Training Received Office Coordinator Provide logistics support and set up communication tracking tools necessary for document tracking, reports, and facilitate equipment and supply replenishment Accounting Supervisor Supervise and implement business process, procedures and Accounting and accounting functions; Supervise and implement Analysts (2) revenue distribution, reporting, and training on the Commission's Eden accounting system Information Technology Provide technical project management, support issues- Project Manager resolution, and coordinate interface among the agencies and various vendors Business Analyst Develop reports and reporting processes for the Commission, facilitate issue resolution, and testing Assistant Operations Understand management of express lane operating Agenda Item 9 25 • • • • Manager systems, emergency response, and incident management protocol Customer Assistance Gain knowledge and practice of operating systems, road Specialist (CAS) Lead safety, emergency response and protocol training, and (1) and CAS Driver (4) obtain road-level working knowledge of facilities Electr. Toll and Traffic Develop technical knowledge and maintenance expertise Mgmt. Specialist (2) of all operating systems in the express lanes, receive road safety training Traffic Operation Center Develop technical knowledge of operating systems, new (TOC) Lead ( 1) and TOC express lane cameras, image review protocol, and Specialists (4) emergency response Processing Lead ( 1) and Understand business processes and procedures related Processing Reps. (5) to incoming customer and violation transactions Mailroom Clerk, Gain knowledge and experience of business processes Scanning Clerk and procedures related to all customer and violation correspondence and scanning documents in the back office system Lead Customer Service Develop understanding of business processes and Center (CSC) Rep. and procedures related to incoming calls, front counter CSC Representative ( 10) customer and violation activities Transponder Clerk Understand business processes and procedures related to transponder receipt, distribution and maintenance of inventory Pursuant to requirements for a compet1t1ve procurement process, Cofiroute will procure and maintain mailing equipment, specialized hardware, tools, and supplies. The Commission will procure via its procurement policies and Cofiroute will maintain tow trucks, service trucks, computers, software, printer and office furnishings, and fixtures. Operating costs prior to opening consisting of waste management, septic tank service, electrical generator service, security monitoring, utilities (e.g. electricity, water, etc.), vehicle fuel, vehicle maintenance/cleaning, etc. will be invoiced by Cofiroute. Ongoing Operations Period Services Provided to OCTA and the Commission by Cofiroute As the operator of the 91 Express Lanes, Cofiroute' s responsibilities include providing all toll related services and the management of the Traffic Operations Center (TOC) in Anaheim, Customer Service Center (CSC) in Corona, Customer Assistance Program, and Electronic Toll and Traffic Management Systems (ETTM) . Agenda Item 9 26 Toll related services include: • • provide customer service; • manage customer accounts and accounts receivable; • manage certain vendor contracts; • process violations and perform violation collections; • process 91 Express Lanes web site transactions; • administer the office, mailroom, and scanning operations; • manage transponder inventory; • collect revenue, process transactions; • assist disabled motorists and the California Highway Patrol; • maintain lane delineators, striping, markers, and remove road debris; • maintain and verify operation of cameras, transponder readers, generators, and other equipment, etc.; • verify message and price on variable message signs are correct; • monitor and collect data on traffic volume to allow for toll adjustments; • perform initial and secondary license plate image reviews for violators; • provide incident management and response; and • coordinate emergency services. Basis for Agreement Amount The total Commission agreement value summarized below is based upon a • negotiated lump sum amount between the three parties that includes all labor, overhead, profit, and expenses for Cofiroute to perform its scope of services. Major cost assumptions reflect: • An increase of Cofiroute personnel from the current 65.5 employees which provide services for OCT A's portion to 1 04 employees to account for the Commission portion opening in 201 7; • A 3 percent escalation per year from current year through year 2021 and acknowledgement that this assumption will be revisited in 2016; • Continued use of currently established business rules and operating procedures; • Continued future operation of the TOC in Anaheim and CSC in Corona consistent with existing operations; • Anticipated increase in customer accounts, toll transactions, customer inquiries, violations, etc. consistent with estimates of traffic and revenue • The Commission will bear all additional costs during the six-month Pre- Operations Period due to the SR-91 CIP startup work • Ongoing Operations Period costs are shared equally by OCTA and the Commission per the cooperative agreement previously executed; and Agenda Item 9 27 • • • • • Temporary staff is included to account for anticipated additional work during the transitional periods before and after the Commission lane opening. *Ongoing Operations Period (Commission portion) $ 29,506,079 **Pre-Operations Period (Commission cost) $ 1,492,054 Total Commission Contract Value $ 30,998, 133 Contingency at 10 percent Total Commission Agreement Amount NOTES: $ 3,099,813 $ 34,097,946 * Reflects the Commission's 50 percent portion of the Joint Statement of Work of $59,012,158 per Article 7.J(1) and Exhibit A of the Operator Agreement in escalated dollars * * Reflects the Commission cost for the Commission Statement of Work per Article 7 .J(3) and Exhibit C of the Operator Agreement in escalated dollars Rationale for Sole Source Since there are no federal or state procurement requirements applicable to the Operator Agreement, Commission is only required to comply with its own policies in making a sole source award to Cofiroute. Chapter 7, Section 1 .O(A)( 11) of the Commission's Procurement Policy Manual authorizes a sole source award under the following circumstance: " ... a non-competitive procurement is in the public interest and in the best interest of the Commission." Staff reviewed the proposed sole source award to Cofiroute and believes that award to Cofiroute is in the public interest and in the best interest of the Commission based on the following findings: • The Commission committed to joint operation of the 91 Express Lanes under its cooperative agreement with OCT A, and OCTA has an existing agreement with Cofiroute that extends through 2021 ; • Economies of scale for certain Cofiroute services provide O&M savings to OCT A and the Commission; • By using Cofiroute as its operator, the Commission will have the ability to use the existing TOC in Anaheim and the CSC in Corona; • Savings in Cofiroute labor and direct expenses will be achieved due to combining operations: estimated total staffing with separate operations is 133 persons versus combined operation staffing of 104 persons; • Cofiroute' s 18-year history of managing the O&M in the corridor provide the Commission with confidence in Cofiroute's ability to successfully operate the 91 Express Lanes in Riverside County, and to address the unique nature of the Commission's tolled express lanes as an extension of the existing OCT A tolled express lanes; Agenda Item 9 28 • • • • • Cofiroute's participation in the original Public Private Partnership (P3) group that constructed the lanes in 1995 and operated those lanes until 2003 evidences Cofiroute's intimate knowledge of the 91 corridor; Cofiroute's experience in operating the 91 Express Lanes for OCTA since 2003 evidences Cofiroute' s ability to successfully operate and manage a toll facility; Cofiroute's successful record of meeting performance standards under the existing operator agreement between OCT A and Cofiroute should mitigate operational and revenue risk concerns of the toll rating agencies and lenders, and should positively impact financing costs, which enhances the financial viability of the SR-91 CIP; Toll O&M is streamlined and coordinated more easily between OCTA and the Commission using a single operator under the same contract with both agencies, and such coordination reduces operational risk and helps ensure the safety of the traveling public through a consistent and seamless transition between the two facilities; and Use of a single operator and a single back office will reduce customer confusion, promote operational and cost efficiencies and provide for a seamless customer experience. Staff is seeking Commission approval of the operator agreement, adoption of the • sole source findings set forth above, authorization for the Chair to execute the • agreement in substantially the form provided to the Committee for review, subject to legal counsel review and approval as to form, and authorization for the Executive Director to approve contingency work up to the total not to exceed agreement amount. Financial Information FY2016/17 $4,734,403 FY2017/18 $7,023, 117 In Fiscal Year Budget: N/A Year: FY2018/19 $7,230,778 $34,097,946 FY2019/20. $7,444,670 FY2020/21 $7,664,978 Source of Funds: j 2009 Measure A and Toll Revenue Budget Adjustment: I N/A GL/Project Accounting No.: 003028 73002 262 31 73002 Fiscal Procedures Approved: ~~ I Date: I 04/16/13 Attachment: Operator Agreement (on the website) • Agenda Item 9 29 • 2 3 4 5 6 7 8 9 10 11 12 • 13 14 15 16 17 18 19 20 21 22 23 24 25 26 • OCTA AGREEMENT NO. C-3-1529 RCTC AGREEMENT N0.13-31-105-00 AMONG ORANGE COUNTY TRANSPORTATION AUTHORITY, RIVERSIDE COUNTY TRANSPORTATION COMMISSION AND COFIROUTE USA, LLC. THIS AGREEMENT is entered into this ___ day of ______ , 2013, (the "Entered Into Date") by and among the Orange County Transportation Authority, a public corporation of the state of California (the "AUTHORITY"); the Riverside County Transportation Commission, a public agency (the "COMMISSION"); and Cofiroute USA, LLC., a Delaware limited liability company ("CONTRACTOR"). The AUTHORITY, the COMMISSION and CONTRACTOR are sometimes individually referred to herein as a "Party" and collectively as the "Parties." The AUTHORITY and the COMMISSION are sometimes individually referred to herein as an "Agency" and collectively as the "Agencies." WITNESS ETH: WHEREAS, the AUTHORITY and CONTRACTOR have entered into that certain Agreement No. C-5-0300, dated as of October 24, 2005, by and between the AUTHORITY and CONTRACTOR, as amended on June 5, 2006, November 20, 2006, December 12, 2008, July l, 2009, December 13, 2010, and July 19, 2011, and as may be amended from time to time prior to the Effective Date (collectively, the "Existing Operator Agreement"); pursuant to which CONTRACTOR operates the State Route 91 Express Lanes, located in Orange County, California, forthe AUTHORITY. WHEREAS, the AUTHORITY and the COMMISSION have entered into that certain Cooperative Agreement for State Route 91 Express Lanes and Corridor Improvements dated as of Page 1 of53 17336.02100\7015627.20 2 3 4 5 6 7 8 9 10 11 12 13 14 December 16, 2011 (the "Cooperative Agreement"), to address, among other things, the COMMISSION's construction of an extension of the State Route 91 Express Lanes into Riverside County, and the potential joint operation of the State Route 91 Express Lanes in Orange and • ~Yerside Counties once the said extension is completed and placed into revenue operation. The State Route 91 Express Lanes in Orange County are referred to herein as the "OCTA Portion"; the extension of the State Route 91 Express Lanes in Riverside County is referred to herein as the "RCTC Portion"; and the OCTA Portion and the RCTC Portion shall collectively be referred to herein as the "91 Express Lanes." WHEREAS, the AUTHORITY and the COMMISSION have determined that they require CONTRACTOR to provide management and operational services for the 91 Express Lanes, with the mutual intent of the Agencies of operating said lanes as a single, seamless toll facility from the customer's perspective, as further detailed herein. WHEREAS, said services cannot be performed by the regular employees of the -.. AUTHORITY or the COMMISSION. 15. 16 17 18 19 20 21 22 23 24 25 26 WHEREAS, CONTRACTOR has represented that it has the requisite personnel, experience, material, and equipment and is otherwise qualified to perform such services. WHEREAS, CONTRACTOR desires to perform these services, and the AUTHORITY and the COMMISSION desire to retain CONTRACTOR to perform the said services. WHEREAS, it is the mutual intent of the Parties that the Existing Operator Agreement: (a) will be suspended effective as of the Effective Date (defined below); and (b) will be superseded and terminated effective as of the Actual Opening Date (defined below). It is also the mutual intent of the Parties that if the Actual Opening Date shall not have occurred by the Opening Deadline (as defined below), then (c) the Existing Operator Agreement shall be deemed to have been reinstated; and ( d) this Agreement shall be deemed to have been terminated; all as more particularly set forth herein. Page 2 of53 17336.02100\7015627.20 • • • • 2 3 4 5 6 7 8 9 10 11 12 • 13 14 15 16 17 18 19 20 21 22 23 24 25 26 • NOW, THEREFORE, for valuable and adequate consideration, receipt of which is hereby acknowledged, it is mutually understood and agreed by the AUTHORITY, the COMMISSION and CONTRACTOR as follows: ARTICLE 1. DEFINITIONS ACTUAL OPENING DATE. As used herein, the term "Actual Opening Date" shall mean and refer to the date on which the RCTC Portion is first made available to traffic. AUTHORITY. As used herein, the term "AUTHORITY" shall mean and refer to the Orange County Transportation Authority. COMMISSION. As used herein, the term "COMMISSION" shall mean and refer to the Riverside County Transportation Commission. CONTRACTOR. As used herein, the term "CONTRACTOR" shall mean and refer to Cofiroute USA, LLC . COOPERATIVE AGREEMENT. As used herein, the term "Cooperative Agreement" shall mean and refer to that certain Cooperative Agreement for the State Route 91 Express Lanes and Corridor Improvements entered into by and between AUTHORITY and COMMISSION, dated as of December 16, 2011, as the same may be amended from time to time. EFFECTIVE DATE. As used herein, the term "Effective Date" shall mean and refer to the date that is six (6) months before the Projected Opening Date, as such date is identified by written notice by COMMISSION. ENTERED INTO DATE. As used herein, the term "Entered Into Date" shall mean and refer to the date first set forth in this Agreement. EXISTING OPERATOR AGREEMENT. As used herein, the term "Existing Operator Agreement" shall mean and refer to Agreement No. C-5-0300 originally entered into by and between the AUTHORITY and CONTRACTOR on October 24, 2005, and all amendments thereto. Page 3 of53 17336.02100\7015627.20 OCTA PORTION. As used herein, the term "OCTA Portion" shaJI mean and refer to the 2 State Route 91 Express Lanes in Orange County. 3 4 5 6 7 OPENING DEADLINE. As used herein, the term "Opening Deadline" shall mean June 30, 2021. PROJECTED OPENING DATE. As used herein, the term "Projected Opening Date" shall mean and refer to the date that the RCTC Portion is reasonably anticipated by the COMMISSION to first be made available to traffic, as such date is identified by written notice by 8 COMMISSION. RCTC PORTION. As used herein, the term "RCTC Portion" shall mean and refer to the State Route 91 Express Lanes proposed to be constructed in Riverside County. SOFTWARE INSTALLATION AND LICENSE AGREEMENT. As used herein; the • 9 10 11 12 13 14 15 16 term "Software Installation and License Agreement" shall mean and refer to that certain Software Installation and License Agreement originally entered into by and between the AUTHORITY and • CONTRACTOR on or about July 1, 2009, and subsequently amended on or about July 19, 2011. SOFTWARE MAINTENANCE AGREEMENT. As used herein, the term "Software Maintenance Agreement" shall mean and refer to that certain Software Maintenance Agreement 17 18 19 20 21 22 23 24 25 26 originally entered into by and between the AUTHORITY and CONTRACTOR on or about July 2009, and subsequently amended on or about July 19, 2011. ARTICLE 2. COMPLETE AGREEMENT A. Except as otherwise provided herein, this Agreement, including the recitals set forth above and all exhibits and other documents incorporated herein and made applicable by reference, together constitute the complete and exclusive statement of the term(s) and condition(s) of the agreement among the Parties concerning the subject matter hereof; and it supersedes all prior representations, understandings and communications by and among the Parties concerning Page 4of53 17336.02100\7015627.20 • -----~----------! • 2 3 4 5 6 7 8 9 10 ll 12 • l3 14 15 16 17 18 19 20 21 22 23 24 25 26 • such subject matter. B. Relationship between Existing Operator Agreement and this Agreement. (l) Except for those portions of this Agreement set forth in Article 5(A), at all times from and after the Entered Into Date and prior to the Effective Date, this Agreement shall be of no force or effect whatsoever as between the AUTHORITY and CONTRACTOR in respect to the operation of the OCT A Portion; and, during such time, the Existing Operator Agreement alone shall govern the relationship between the AUTHORITY and CONTRACTOR in such respect. (2) From and after the Effective Date, the Existing Operator Agreement shall be suspended, and temporarily of no force or effect whatsoever; provided, that: (a) such suspension and replacement shall not impair any right that CONTRACTOR may have for payment by the AUTHORITY for services rendered before the Effective Date and pursuant to the Existing Operator Agreement; (b) Articles 3 and 6, Article 7.5 (and/or any other successor provision establishing AUTHORITY's maximum cumulative payment obligation) and Exhibit A, of the Existing Operator Agreement shall remain in force as between the AUTHORITY and CONTRACTOR from and after the Effective Date to the extent set forth in Articles 4(A) and 7(B){l)(a) hereof; (c) in the event of any conflict among Articles 3 and 6, Article 7.5 (and/or any other successor provision establishing AUTHORITY's maximum cumulative payment obligation) and Exhibit A, of the Existing Operator Agreement, on one hand, and any provisions of this Agreement, on the other hand, in respect of the AUTHORITY's and CONTRACTOR's respective rights and duties arising in respect of the operation of the OCTA Portion between the Effective Date and the Actual Opening Date, the former shall govern; and (d) the term of the Existing Operator Agreement shall be subject to extension according to Article 5(C) hereof. (3) Subject to the provisions of Article 2ffi)(4), effective as of the Actual Opening Date, the Existing Operator Agreement shall be deemed to have been terminated; and Page 5of53 17336.02100\7015627.20 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 thereafter it shall be null, void and of no further force or effect whatsoever; provided, however, that such termination (a) shall not impair any right that CONTRACTOR may have for payment by the AUTHORITY for services rendered before the Actual Opening Date and pursuant to the Existing Operator Agreement or any provision thereof; and (b) shall not result in an automatic increase of the annual fee payable by AUTHORITY to CONTRACTOR pursuant to Section 3.2 of the Software Installation and License Agreement. (4) Notwithstanding Article 2(B)(3), if the Actual Opening Date shall not have occurred by the Opening Deadline then (a) this Agreement shall terminate as set forth in Article 5(B); and (b) if it has not terminated and is still in force and effect, the Existing Operator Agreement shall be deemed to have been revived; and, from and after the Opening Deadline, the Existing Operator Agreement alone shall govern the relationship between the AUTHORITY and CONTRACTOR in respect to the operation of the OCTA Portion. C. If any portion of this Agreement is finally adjudicated by a court of competent jurisdiction to be illegal, invalid or unenforceable, then such portion shall be deemed severed from the remainder of this Agreement; and the remainder shall be fully enforceable as though the severed portion of this Agreement had never been made a part hereof. D. No Party's failure to insist in any one or more instances upon the performance of any term(s) or condition(s) of this Agreement shall be construed as a waiver or relinquishment of such Party's right to future performance of such terms or conditions; and the respective obligee's 20 21 22 23 24 25 26 obligation in respect thereto shall continue in full force and effect. E. No Party assumes any responsibility for any understanding or representations made by any of such Party's officers, employees or agents prior to the execution of this Agreement, unless such understanding or representations are expressly stated in this Agreement. F. No changes to any portion of this Agreement shall bind any Party unless the same shall have been specifically set forth in a writing signed by an authorized representative of the • • • 2 3 4 5 6 7 8 9 IO 11 12 • 13 14 15 16 17 18 19 20 21 22 23 24 25 26 • Party to be charged. ARTICLE 3. PARTY DESIGNEES; COORDINATION A. The Chief Executive Officer of the AUTHORITY, or his or her designee, shall have the authority to act for and exercise any of the rights of the AUTHORITY as set forth in this Agreement (the "AUTHORITY Representative"). B. The Executive Director of the COMMISSION, or his or her designee, shall have the authority to act for and exercise any of the rights of the COMMISSION as set forth in this Agreement (the "COMMISSION Representative"). C. The Chief Executive Officer of CONTRACTOR, or his or her designee, shall have the authority to act for and exercise any of the rights or obligations of CONTRACTOR as set forth in this Agreement (the "CONTRACTOR Representative") . D. From and after the Effective Date, the above referenced representatives of the Parties (the "Representatives") shall meet jointly in person, on a regularly scheduled basis as set forth in the Operating Procedure and additionally as the said Representatives shall otherwise mutually agree, to address the needs and concerns of the Parties in respect of the 91 Express Lanes, and to provide any necessary direction to CONTRACTOR regarding the services to be provided under this Agreement. ARTICLE 4. STATEMENTS OF WORK A. From and after the Effective Date, and until the Actual Opening Date, CONTRACTOR shall perform the work necessary to complete, in a manner satisfactory to the AUTHORITY, the services and requirements in respect of the OCTA Portion that are specified in Article 3 and Exhibit A of the Existing Operator Agreement. B. From and after the Actual Opening Date, CONTRACTOR shall perform the work necessary to complete, in a manner satisfactory to the AUTHORITY and the COMMISSION, the Page 7of53 17336.02100\7015627.20 2 3 4 5 6 7 services and requirements specified herein and set forth in Exhibit A, entitled "Joint Statement of Work", which is attached to and, by this reference, incorporated in and made a part of this Agreement, including all attachments thereto. The Joint Statement of Work sets forth ·those services of CONTRACTOR generally required for the normal day-to-day operation and maintenance of the 91 Express Lanes as a single and seamless toll facility from the customer's perspective, and to be jointly funded by the AUTHORITY and the COMMISSION as set forth in this Agreement. 8 C. From and after the Actual Opening Date, CONTRACTOR shall perform the work 9 necessary to complete, in a manner satisfactory to the AUTHORITY, the additional services and 10 requirements specified herein and set forth in Exhibit B, entitled "AUTHORITY Statement of Work", which is attached to and, by this reference, incorporated in and made a part of this Agreement. The AUTHORITY Statement of Work sets forth those special or additional services • 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 of CONTRACTOR above and beyond what shall be provided under the Joint Statement of Work • that the AUTHORITY requires in connection with the OCTA Portion, and to be funded solely by the AUTHORITY as set forth in this Agreement. In addition, the AUTHORITY and CONTRACTOR jointly may amend the AUTHORITY Statement of Work to include future additional services from time to time. Exhibit B shall include the agreed monthly sum for the services to be provided under the AUTHORITY Statement of Work. D. From and after the Effective Date, CONTRACTOR shall perform the work necessary to complete, in a manner satisfactory to the COMMISSION, the additional services and requirements specified herein and set forth in Exhibit C, entitled "COMMISSION Statement of Work", which is attached to and, by this reference, incorporated in and made a part of this Agreement. The COMMISSION Statement of Work sets forth those special or additional services of CONTRACTOR above and beyond what shall be provided under the Joint Statement of Work that the COMMISSION requires in connection with the RCTC Portion, and to be funded Page 8 of53 17336.02100\7015627.20 • • 1 2 3 4 5 6 7 8 9 10 11 12 • 13 14 15 16 17 18 19 20 21 22 23 24 25 26 • solely by the COMMISSION as set forth in this Agreement. In addition, the COMMISSION and CONTRACTOR jointly may amend the COMMISSION Statement of Work to include future additional services from time to time. Exhibit C shall include the agreed monthly sum for the services to be provided under the COMMISSION Statement of Work. Exhibit C shall also include the Pre-Operations Period costs and services, (as more particularly defined in Exhibit C) to be paid for by Commission in the time, manner and amount as set forth in Exhibit C. COMMISSION and CONTRACTOR acknowledge that the Pre-Operations Period costs and services shall not include those costs and services which will be set forth in that certain Electronic Toll and Traffic Management Systems Integration and Implementation Agreement to be entered into between Cofiroute USA, LLC., and COMMISSION. ARTICLE 5. TERM OF AGREEMENT A. Articles 2. 3(A)-(C), 5(A), 5(B), 6(A), 8(B), 10. 11, 17, 20, 22. 23, 25. and 30-34 of this Agreement, and no other portion hereof, shall go into effect immediately on the Entered Into Date. All other portions of this Agreement shall first become effective on the Effective Date; provided, however, that the COMMISSION shall have given to the AUTHORITY and CONTRACTOR, six (6) months' advance written notice of the Effective Date. Once such six months' advance written notice of the Effective Date is given, the COMMISSION may delay the Effective Date one time by up to three (3) months by additional written notice, so long as such notice is provided no later than three (3) months prior to the then-current Effective Date. B. Subject to the provisions of Article 5(A), this Agreement will first go into effect on the Effective Date irrespective of whether the RCTC Portion actually is first made available to traffic on the Projected Opening Date; provided, however, that ifthe Actual Opening Date has not occurred by the Opening Deadline, then the Parties shall be deemed to have mutually terminated and cancelled this Agreement effective as of the Opening Deadline; and thereafter this Agreement shall be null, void and of no further force or effect whatsoever as between any Party; provided, Page 9of53 17336 02100\7015627.20 however, that such termination shall not (x) impair any right that CONTRACTOR may have for 2 payment by either Agency for services rendered pursuant to this Agreement after the Effective 3 4 Date and before the Opening Deadline; (y) terminate any provisions of this Agreeme~t that expressly survive the termination or expiration thereof; and (z) release, discharge, acquit or 5 6 7 8 9 10 11 12 13 14 15 16 17 otherwise modify the obligations or liabilities of any Party hereto under this Agreement for the period through and until the date of termi~ation. C. From and after the Effective Date, but subject to the provisions of Article 5(B), this Agreement shall continue in full force and effect through June 30, 2016 (the "Term"), unless earlier terminated as provided in this Agreement; provided, however, that the Term shall be subject to extension as follows: (1) If the Effective Date is before April I, 2015, then if, as of April 1, 2015, CONTRACTOR has performed its obligations as set forth in this Agreement, including all Exhibits, as reasonably determined by the AUTHORITY, and is not in default as provided in Article 18 hereof, then the Term of this Agreement shall renew on July 1, 2016 and shall continue thereafter in full force and effect through and including June 30, 2021 (the "Extended Term"). (2) If the Effective Date is on or after April 1, 2015, then the Term sha11 automatica11y be extended through and including June 30, 2021; provided, that as of April 1, 18 19 20 21 22 23 24 2015, CONTRACTOR would have been eligible, under the provisions of Artide 4, paragraph B(2) of the Existing Operating Agreement, for an extension of that Agreement through June 30, 2021. ARTICLE 6. KEY PERSONNEL A. CONTRACTOR shall provide qualified personnel to fill the following positions (collectively, "Key Personnel"): 1 Program Manager, 1 Manager of Information Systems and Telecommunications, 1 Manager of Customer Service Center and Processing, l Customer Service 25 Manager, 1 Processing Manager, 1 Operations Manager and l Accounting Manager. No person 26 Page 10 of53 17336.02 I 00\7015627.20 • • • • 2 3 4 5 6 7 8 9 10 1 1 12 • 13 14 15 16 17 18 19 20 21 22 23 24 25 26 • named to a Key Personnel position, nor his/her successor approved by the AUTHORITY and the COMMISSION, sha11 be removed or replaced by CONTRACTOR, nor shall his or her specified function or level of commitment hereunder be changed by CONTRACTOR, without the prior written consent of both the AUTHORITY and the COMMISSION, which consent shall not be unreasonably withheld or delayed. In the event CONTRACTOR wishes to replace Key Personnel, such person's successor sha11 be presented to the AUTHORITY and the COMMISSION for approval and such approval shall not be unreasonably withheld or delayed. B. If the AUTHORITY or the COMMISSION, or both of them, becomes dissatisfied with the perfonnance of any Key Personnel or any other individual employed by CONTRACTOR in the perfonnance of services under th\s Agreement, then the AUTHORITY or the COMMISSION shall notify CONTRACTOR and the other respective Agency in writing. Within thirty (30) days of receipt of such written notice, CONTRACTOR shall either propose a replacement person for evaluation and approval by the AUTHORITY and the COMMISSION, which approval shall not be unreasonably withheld or delayed; or correct the incumbent's performance deficiencies. If CONTRACTOR has elected to correct the incumbent's performance deficiencies and the incumbent's performance deficiencies are not corrected to the AUTHORITY's and the COMMISSION's reasonable satisfaction within thirty (30) days after CONTRACTOR's receipt of the written notice referred to above, then CONTRACTOR shall, within ten (10) days after expiration of the said 30-day period, remove the individual at issue from working on the 91 Express Lanes and propose to the AUTHORITY and the COMMISSION a replacement person for evaluation and approval by the AUTHORITY and the COMMISSION; whose approval of the said replacement shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, if the Key Personnel or other individual at issue is not complying with safety policies or has engaged or is alleged to have engaged in theft, fraud or embezzlement, no cure period shall be required and, promptly on the first to occur of either written notice from Page 11of53 I 7336.02100\7015627.20 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 an Agency or discovery by CONTRACTOR (in which case, CONTRACTOR shall promptly notify the Agencies in writing of the same), CONTRACTOR shall immediately remove such individual from working on the 91 Express Lanes and propose to the AUTHORITY and the COMMISSION a replacement person for evaluation and approval by the AUTHORITY and the COMMISSION; whose approval of the said replacement shall not be unreasonably withheld or delayed. ARTICLE 7. PAYMENT A. For CONTRACTOR's full and complete performance of its obligations under this Agreement, the AUTHORITY and the COMMISSION each shall pay CONTRACTOR as provided in this Article 7. Page 12of53 17336.02100\7015627.20 • • • 2 3 4 5 6 7 8 9 10 11 12 • 13 14 15 16 17 18 19 20 21 22 23 24 25 26 • B. Beginning on the first day of the first full calendar month after the Effective Date, and continuing on the 15th day of that month and on the first and 15th day of each succeeding calendar month until the Actual Opening Date, CONTRACTOR shall submit separate invoices to the AUTHORITY and the COMMISSION for the services performed pursuant to this Agreement. Each invoice shall include: (1) In the case of the invoice presented to the AUTHORJTY: (a) The sum due CONTRACTOR pursuant to Article 6(B) of the Existing Operator Agreement, subject to Article 7.5 (and/or any successor provision of the Existing Operator Agreement establishing AUTHORITY's maximum cumulative payment obligation thereunder). (b) The sum, agreed upon in writing by AUTHORJTY and CONTRACTOR, for non-recurring or special services performed by CONTRACTOR for the AUTHORITY in respect of the 91 Express Lanes. (2) In the case of the invoice presented to the COMMISSION: (a) The agreed sum, in accordance with Article 4ID), or the increased sum in accordance with Article 7(F), for regular services rendered by CONTRACTOR under the COMMISSION Statement of Work; and (b) The sum, agreed upon in writing by COMMISSION and CONTRACTOR, for non-recurring or special services perfonned by CONTRACTOR for the COMMISSION in respect of the 91 Express Lanes. C. Beginning on the first day of the first full calendar month after the Actual Opening Date, and continuing on the 15th day of that month and on the first and 15th day of each succeeding calendar month during the Term, CONTRACTOR shall submit separate invoices to the AUTHORITY and the COMMISSION for the services performed pursuant to this Agreement. Each invoice shall include: Page 13 of53 17336.02100\7015627.20 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 (1) In the case of the invoice presented to the AUTHORITY: (a) An amount equal to one-half of the fixed monthly fee for regular services rendered to the AUTHORITY by CONTRACTOR under the Joint Statement of Work; said fee to be determined in accordance with Article 7CF) and Article 7(K); (b) The agreed sum, in accordance with Article 4{C), or the increased sum in accordance with Article 7(F), for regular services rendered by CONTRACTOR under the AUTHORITY Statement of Work; and (c) The sum, agreed upon in writing by AUTHORITY and CONTRACTOR, for non-recurring or special services performed by CONTRACTOR for the AUTHORITY in respect of the 91 Express Lanes. (d) The Temporary Supplemental Amount, if any, in accordance with Article 7CH). (2) In the case of the invoice presented to the COMMISSION: (a) An amount equal to one-half of the fixed monthly fee for regular services rendered by CONTRACTOR to the COMMISSION under the Joint Statement of Work; said fee to be determined in accordance with Article 7(F) and Article 7(K); (b) The agreed sum, in accordance with Article 4(0), or the increased sum in accordance with Article 7(F), for regular services rendered by CONTRACTOR under the COMMISSION Statement of Work; and (c) The sum, agreed upon in writing by COMMISSION and CONTRACTOR, for non-recurring or special services performed by CONTRACTOR for the COMMISSION in respect of the 91 Express Lanes. (d) · The Temporary Supplemental Amount, if any, in accordance with Article 7(H). D. The amounts described in Article 7(B) and ArticJe 7(C) exdude payments for Page 14of53 17336.02100\7015627.20 • • • • 2 3 4 5 6 7 8 9 10 11 12 • 13 14 15 16 17 18 19 20 21 22 23 24 25 26 • services rendered by CONTRACTOR to the AUTHORITY, the COMMISSION, or either of them, pursuant to any contract other than this Agreement, except for software licensing fee and software maintenance payments and/or other payments under contracts expressly included within the Joint Statement of Work, the COMMISSION Statement of Work, or the AUTHORITY Statement of Work. The amounts payable by AUTHORITY and COMMISSION, respectively, pursuant to Articles 7(C)(l)(a) and 7(C)(2)(a) for the full month are each separately referred to herein as the "Monthly Lump Sum Price." The Monthly Lump Sum Price shall be calculated by adjusting the baseline sums set forth in Article 7(K) in accordance with Article 7(F). E. Invoices shall be submitted, respectively, to the attention of the AUTHORITY's and the COMMISSION's Accounts Payable offices, with a copy to the AUTHORITY's and the COMMISSION's respective designated 91 Express Lanes General Managers. The AUTHORITY and the COMMISSION shall each remit payment within fifteen (15) days of receipt and approval of each invoice; which approval shall not be unreasonably withheld or delayed. If any portion of an invoice is disputed by the AUTHORITY or the COMMISSION, then the disputing Agency shall promptly pay all undisputed portions of such invoice. All such disputes shall be resolved within thirty (30) days of presentation of the invoice in question and, to the extent resolved in favor of CONTRACTOR, be included in the subsequent payment to CONTRACTOR. If the Parties subject to the dispute are unable to resolve it within the foregoing timeframe, the dispute shall be subject to the dispute resolution provisions set forth in Article 17. F. The Monthly Lump Sum Price and the additional payments described in Articles 7(B)(2)(a) and 7(C)(2)(b), except as may be expressly set forth in the COMMISSION Statement of Work or the AUTHORITY Statement of Work, shall be subject to an automatic annual increase in accordance with this Article 7(F). For the period commencing July l st of the first year following the Entered Into Date through June 30, 2016, the automatic annual increase shall be three percent (3%) per year. Prior to June 30, 2016, unless this Agreement is not subject to Page 15 of 53 17336.02100\7015627.20 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 extension pursuant to Article 5(C), the Parties shall amend this Agreement to set forth the terms for any automatic annual increases in the Monthly Lump Sum Price and/or the additional payments described in Articles 7{B)(2)(a) and 7(C)(2)(b) applicable to the period commencing July I, 2016 through June 30, 2021. The payments described in Articles 7(B)(l), 7(B)(2)(b), 7(C)O)(b), 7(C)(l)(c) and 7(C)(2){c) are not subject to any annual increases pursuant to this Agreement. G. Except as otherwise agreed upon by the Parties, in writing, CONTRACTOR shall be solely responsible for, and shall pay in full when due, all subcontractors, vendors, suppliers and other costs retained or incurred by or at the direction of CONTRACTOR in the performance of CONTRACTOR'S obligations under this Agreement, unless expressly stated otherwise in this Agreement. H. If an Agency shall be in material default of its obligation to pay any undisputed portion of the Monthly Lump Sum Price, any undisputed costs associated with that Agency's Statement of Work or any undisputed costs associated with special and non-recurring services requested by that Agency pursuant to the terms of this Agreement, and CONTRACTOR has exercised its right to suspend performance of its work for the defaulting Agency pursuant to Article l 8(E), then, for the lesser of (i) the period in which CONTRACTOR continues during that period to provide regular services under the Joint Statement of Work pursuant to this Agreement; or (ii) six months, the non-defaulting Agency's obligation under Article 7(C)O)(a) or 7(C)(2)(a), as the case may be, shall be adjusted as follows: In addition to paying its portion of the Monthly Lump Sum Price under Article 7, the non-defaulting Agency shall pay to CONTRACTOR, on a monthly basis, the Temporary Supplement Amount. As used herein, the "Temporary Supplement Amount" shall mean an amount equal to the difference between (x) the actual costs incurred by CONTRACTOR for continuing to perform its services under this Agreement for the non-defaulting Agency during Page 16of53 17336.02100\7015627.20 • • • • • • 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 that month and (y) the aggregate of the amounts invoiced to the non-defaulting Agency under Articles 7(B)(2) and 7(C)(2) or 7ffi)(l) and 7(C)(l), as applicable, depending on whether AUTHORITY or COMMISSION is the non-defaulting Agency, for that month. The Temporary Supplement Amount shall be determined on a good faith, open book and verifiable basis and shall exclude any profit or overhead costs, other than Allowable Overhead, as defined in the following sentence. As used herein, the term "Allowable Overhead" shall mean direct and indirect ongoing customary, ordinary, actual and reasonable expenses which are directly and indirectly affiliated with CONTRACTOR continuing to perform its services for the non-defaulting agency and shall not include any amount for overhead included in the non-defaulting agency's Monthly Lump Sum Price or any such expenses related to any member, affiliate or parent entity of CONTRACTOR. The Allowable Overhead shall be determined in accordance with the Federal Acquisition Regulations by a Certified Public Accountant ("CPA") selected and paid for by CONTRACTOR, and acceptable to the non-defaulting Agency, which CPA shall provide an opinion letter to the non-defaulting Agency, in a form acceptable to the non-defaulting Agency, that the Allowable Overhead has been determined by such CPA in accordance with applicable professional standards and this paragraph. The CPA's determination of the Allowable Overhead shall be subject to audit and approval by the non-defaulting Agency. The non-defaulting Agency's audit of the CPA's determination of Allowable Overhead shall rely on and be limited to books and records used by the CPA in its calculation of the Allowable Overhead, as well as any reasonable specific information requested by the non-defaulting Agency in order to validate the Allowable Overhead rate. Payment of the Temporary Supplement Amount shall not limit CONTRACTOR's rights to recover monetary damages against the defaulting Agency arising out of the material default nor shall it limit the non-defaulting Agency's rights to seek reimbursement from the defaulting Agency arising out of the defaulting Agency's material default. CONTRACTOR shall have a duty to mitigate and reduce costs, equipment and manpower ("Demobilization") during any Page 17 of53 17336.02100\7015627.20 1 2 3 4 5 6 7 8 9 10 11 12 13 14 period in which the Temporary Supplement Amount applies. Prior to the expiration of the period in which the Temporary Supplement is payable, the CONTRACTOR and the non-defaulting Agency shall negotiate a new monthly lump sum payment for CONTRACTOR's continued services to the non-defaulting Agency only, based on the actual additional costs incurred by CONTRACTOR to provide the services to the non-defaulting Agency during the foregoing referenced period, including reasonable profit and Allowable Overhead, which payment shall apply to the remaining term of this Agreement ("New Monthly Lump Sum Payment"). If the non-defaulting Agency and CONTRACTOR are unable to negotiate a New Monthly Lump Sum Payment, the matter shall be referred to the dispute resolution provisions set forth in Article 17. In no case shall the sum of the non-defaulting Agency's monthly lump sum price plus the Temporary Supplement Amount, nor the New Monthly Lump Sum Payment, exceed an amount • equal to that amount which CONTRACTOR would have been entitled, under the Existing Operator Agreement, for the corresponding month with respect to the OCT A Portion, had the • Existing Operator Agreement been in force and effect during that month. 15 16 17 18 19 20 21 22 23 24 25 26 I. If, following suspension of performance by CONTRACT~R pursuant to Article 1MID. and implementation by CONTRACTOR of cost reduction measures, including Demobilization, as required pursuant to Article 7(H), the defaulting Agency cures its default ("Curing Agency") and requests CONTRACTOR to resume performance of services, the Curing Agency shall also be responsible for and shall pay all actual costs and expenses incurred by CONTRACTOR to resume such services ("Resumption Costs"). CONTRACTOR shall have a period equal to the length of the suspension of work, not to exceed 6 months, to ramp up its operations and services for the Curing Agency that were suspended to the levels that existed prior to the suspension. Notwithstanding the foregoing, CONTRACTOR shall continue to be responsible to the Curing Agency for performance of the services in accordance with this Agreement, except where the Demobilization directly prevented such performance. In such case, Page 18of53 17336.02100\7015627.20 • • 2 3 4 5 6 7 8 9 10 11 12 • 13 14 15 16 17 18 19 20 21 22 23 24 25 26 • CONTRACTOR shall use its best efforts to perform. The provisions of this paragraph apply only to the Curing Agency, and CONTRACTOR shall remain fully responsible for performing the services for the non-defaulting Agency in accordance with the terms of this Agreement, without exception. J. Notwithstanding any provisions of this Agreement to the contrary, the Parties mutually agree that the maximum obligation of each Agency hereunder shall be as follows: (1) AUTHORITY's and COMMISSION's respective maximum cumulative payment obligation, hereunder, for the Joint Statement of Work, for the period commencing on the Effective Date through June 30, 2021, shall not exceed Fifty Nine Million, Twelve Thousand, One Hundred Fifty Eight Dollars ($59,012,158), (excluding from the maximum cumulative payment obligation, an amount equal to: (I) the Temporary Supplement Amount; (2) the difference between the New Monthly Lump Sum Payment and the Monthly Lump Sum Price, or (3) any Resumption Costs, as each may be applicable) which shall include all amounts payable to CONTRACTOR for its performance of the Joint Statement of Work, and for all subcontracts, leases, materials and costs arising from, or due to termination of, this Agreement. (2) AUTHORITY's maximum cumulative payment obligation, hereunder, for the AUTHORITY Statement of Work, for the period commencing on the Effective Date through June 30, 2021, shall not exceed Two Million, Five Hundred Eighty Eight Thousand, Four Hundred Thirty Eight Dollars ($2,588,438), which shall include all amounts payable to CONTRACTOR for its performance of the AUTHORITY Statement of Work, and for all subcontracts, leases, materials and costs arising from, or due to termination of, this Agreement. (3) COMMISSION's maximum cumulative payment obligation, hereunder, for the COMMISSION Statement of Work, for the period commencing on the Effective Date through June 30, 2021, shall not exceed One Million, Four Hundred Ninety Two Thousand, Fifty Four Dollars ($1,492,054), which shall include all amounts payable to CONTRACTOR for its Page 19of53 17336.02100\7015627.20 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 performance of the COMMISSION Statement of Work, and for all subcontracts, leases, materials and costs arising from, or due to termination of, this Agreement. (4) The Parties acknowledge that the maximum cumulative payment obligation amounts set forth in Articles 70)(1), 1.Q)(6),and ZillQ), above, are, in part, based upon estimates of the date of the Actual Opening Date and the corresponding aggregate sum of the payments anticipated to be made pursuant to Articles 7(B)(2)(a), 7(C)(l)(a), 7(C)(2)(a), and 7(C)(2)(b). Accordingly, upon amendment of this Agreement pursuant to Article 7(F) to set forth the terms for any automatic annual increases in the Monthly Lump Sum Price and/or the additional payments described in Articles 7(B)(2)(a) and 7(C)(2)(b) applicable to the period commencing • July 1, 2016 through June 30, 2021, the Parties shall also adjust the maximum cumulative payment obligation amounts set forth in Articles 7(J)(l), .zala),and lillQ), above, to reflect any changes to the estimates of the date of the Actual Opening Date and/or the aggregate sum of the payments anticipated to be made pursuant to Articles 7(B)(2)(a), 7(C)(l)(a), 7(C)(2)(a), and • 7(C)(2)(b ). K. The amount of the Monthly Lump Sum Price payable by AUTHORITY and COMMISSION, respectively, during the annual periods following the Actual Opening Date shall be determined by adjusting the baseline sums set forth below in accordance with Article 7(F) from the Entered Into Date. The baseline sum for purposes of calculating the amount of the Monthly Lump Sum Price for the first six (6) months following the Actual Opening Date shall be Four Hundred Seventy Thousand Eight Hundred Seventeen Dollars ($470,817). The baseline sum for purposes of calculating the Monthly Lump Sum Price for the period commencing six (6) months following the Actual Opening Date through June 30, 2021 shall be Four Hundred Fifty Two Thousand Three Hundred Fifty Thousand Dollars ($452,350). 24 25 26 ARTICLE 8. PERFORMANCE MEASURES; OPERATING PROCEDURES A. The performance measures applicable to CONTRACTOR' s performance of work Page 20 of53 17336.02100\7015627.20 • • 2 3 4 5 6 7 8 9 10 11 12 • 13 14 15 16 17 18 19 20 21 22 23 24 25 26 • and services hereunder are set forth in Attachment I of Exhibit A attached hereto and incorporated herein by reference (the "Performance Measures"). All CONTRACTOR services and work hereunder shall be in conformance with the Performance Measures. B. The Parties agree as follows regarding the Joint Operating Procedures: (1) The Joint Statement of Work and associated Monthly Lump Sum Price reflect the joint operation of the State Route 91 Express Lanes in Orange and Riverside Counties, and incorporate the requirements of both AGENCIES. (2) The Joint Statement of Work and associated Monthly Lump Sum Price for the joint operation of the State Route 91 Express Lanes in Orange and Riverside Counties are based on the assumption that the written operating manuals in the possession of CONTRACTOR and the Agencies, operating standards, procedures and practices being used by CONTRACTOR under the Existing Agreement for the OCT A Portion, as of the Entered Into Date, ("Existing Operating Procedures") will be modified to reflect the joint operation of the OCT A Portion and the RCTC Portion, and that the modifications of the Existing Operating Procedures will not, other than reflecting the addition of the RCTC Portion and requirements related thereto and/or contained in the Joint Statement of Work, substantially alter the Existing Operating Procedures. The amended and revised Existing Operating Procedures to be developed pursuant to this Agreement are referred to herein as the "Joint Operating Procedures". (3) The proposed Joint Operating Procedures will be submitted by CONTRACTOR for review and approval by the Agencies no more than thirty (30) days after the Effective Date. CONTRACTOR shall promptly respond to any comments or concerns of the Agencies regarding the proposed Joint Operating Procedures in order to achieve approval of the proposed Joint Operating Procedures by the Agencies no later than sixty (60) days following the Effective Date. Once timely agreed upon in writing by AUTHORITY and the COMMISSION, CONTRACTOR shall comply with the Joint Operating Procedures as part of its services and Page 21of53 17336.02100\7015627.20 2 3 4 5 6 7 8 9 IO obligations. If the Agencies fail to approve the proposed Joint Operating Procedures because of a dispute between the Agencies, and the Agencies are unable to resolve such dispute, it shall be resolved pursuant to the dispute resolution provisions of the Cooperative Agreement. (4) Any changes to the Existing Operating Procedures that occur following the Entered Into Date that the Agencies desire to have reflected in the Joint Operating Procedures will be subject to an additive or deductive change order if such changes result in the addition or deletion of effort by CONTRACTOR under the Joint Statement of Work, and otherwise meet the requirements for a change order as set forth in paragraph C below, and/or in Article 14. C. Subject to the terms of this Agreement, if an actual change of the Joint Operating Procedures is made under this Agreement, either unilaterally pursuant to Article 8(D) or mutually II by COMMISSION and AUTHORITY, and such change (i) increases the costs of • 12 13 14 15 16 17 18 19 CONTRACTOR's performance of the services under this Agreement and (ii) is beyond the scope of the Joint Statement of Work, the AUTHORITY Statement of Work, or the COMMISSION • Statement of Work, as applicable, and requires an amendment thereto, CONTRACTOR may submit a change order request for an adjustment to its compensation pursuant to Article 14. D. If an Agency wishes to change the Joint Operating Procedures because it believes that the change would only apply or impact its portion of the 91 Express Lanes, such Agency shall deliver written notice thereof to the other Agency, which notice shall include the requested change and an explanation of how such change will only apply to and impact such Agency's 20 21 22 23 24 25 26 portion of the 91 Express Lanes. The Agency receiving such notice shall have ten (10) working days to respond to such notice and any failure to respond within such time frame shall mean its agreement that such change may be made. If the Agency receiving such notice responds within such ten (I 0) working day period and indicates that such Agency disagrees that the proposed change would only impact and apply to the portion of the 91 Express Lanes operated by the Agency that wishes to change the Joint Operating Procedures, the Agencies shall promptly meet • 2 3 4 5 6 7 8 9 10 11 12 • 13 14 15 16 17 18 19 20 21 22 23 24 25 26 • and confer regarding the potential change. If the Agencies are unable to resolve such dispute, it shall be resolved pursuant to the dispute resolution provisions of the Cooperative Agreement. Except in the event of an Emergency, CONTRACTOR shall not implement any such change to the Joint Operating Procedures until resolution of the dispute. ARTICLE 9. CONTRACTOR'S FIDUCIARY DUTY; OBLIGATIONS REGARDING JOINT OPERATION . A. In performing under this Agreement and within the sole responsibility and control of CONTRACTOR, CONTRACTOR shall be entrusted with the responsibility for handling the funds of others, for documenting financial transactions and for maintaining the integrity of financial records. CONTRACTOR shall have a fiduciary duty to AUTHORITY, COMMISSION and to the users of the 91 Express Lanes. CONTRACTOR shall exercise its responsibility prudently and shall institute all appropriate mechanisms for the custody and administration of the 91 Express Lanes funds and records. B. Consistent with applicable federal, state and local law and with the provisions of this Agreement, CONTRACTOR shall operate the OCTA and RCTC Portions as a single and seamless toll facility from the perspective of the users of the 91 Express Lanes; provided, that nothing in this Article 9(B) shall be construed as modifying any of the Statements of Work described herein in any respect whatsoever. CONTRACTOR shall promptly inform the Agencies of any requirement contained in any Statement of Work that CONTRACTOR believes to be inconsistent with the requirements of this Article 9(B). C CONTRACTOR shall not differentiate between or favor the AUTHORITY and COMMISSION in providing services to the Agencies or their respective customers of the 91 Express Lanes. D. In responding to Emergencies, as defined in Article 16 below, CONTRACTOR shall utilize all of its resources under this Agreement in the most efficient and effective manner to Page 23 of 53 17336.02100\7015627.20 ----~------------------------- 2 3 4 5 6 ensure safety, protect the public and each Agency and to reduce any damages liability that either Agency may incur. ARTICLE 10. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by delivering said notices by recognized overnight mail or courier service, with delivery receipt 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 requested or by depositing said notices in the U.S. mail, registered or certified mail, returned receipt requested, postage prepaid and addressed as follows: • • • To CONTRACTOR: To AUTHORITY: 2 Cofiroute USA, LLC. Orange County Transportation Authority 3 20 Pacifica, Suite 420 550 South Main Street 4 Irvine, CA 92618 P.O. Box 14184 5 6 Orange, CA 92863-1584 ATTENTION: 7 Gary L. Hausdorfer, Chief ATTENTION: Manager, Contracts and Executive Officer Procurement 8 9 IO To COMMISSION: 11 Riverside County Transportation Commission 12 4080 Lemon Street, 3rd Floor • 13 14 P.O. Box 12008 Riverside, CA 92502-2208 15 ATTENTION: Anne Mayer, Executive 16 Director 17 18 Notices shall be deemed received when actually received in the office of the addressee (or 19 by the addressee if personally delivered) or when delivery is refused, as shown on the receipt of 20 the U.S. Postal Service, private carrier or other person making the delivery. 21 ARTICLE 11. INDEPENDENT CONTRACTOR 22 CONTRACTOR's relationship to AUTHORITY and COMMISSION in the performance 23 of this Agreement is that of an independent contractor. CONTRACTOR's personnel performing 24 work under this Agreement shall at all times be under CONTRACTOR's exclusive direction and 25 control and shall be employees of CONTRACTOR and not employees of AUTHORITY or 26 COMMISSION. CONTRACTOR shall pay all wages, salaries, benefits and other amounts due • Page 25of53 17336 02100\7015627.20 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation insurance, and similar matters. ARTICLE 12. INSURANCE A. Without limiting CONTRACTOR'S indemnification obligations as they pertain to AUTHORITY, COMMISSION and their respective board members, officers, directors, employees, representatives, agents, successors and assigns, and prior to commencement of any work or services hereunder, CONTRACTOR shall procure and continuously maintain in full force and affect through the Tenn of this Agreement, insurance coverages specified herein. CONTRACTOR shall amend, supplement or endorse any existing coverage used by CONTRACTOR to fulfill its obligations hereunder, as necessary, to comply with the requirements contained in this Article 12. CONTRACTOR shall provide the following msurance coverage: 1. Commercial General Liability insurance, to include premises, operations, products-completed operations, personal and advertising injury and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. Products/Completed Operations, Independent Contractors', Contractual Liability, Broad Form Property Damage and Personal Injury with a minimum limit of $1,000,000 per occurrence and $2,000,000.00 general aggregate. 2. Automobile Liability insurance to include owned, hired and non-owned autos with a combined single limit of not less than $1,000,000.00 each accident. Coverage must be at least as broad as provided by Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of CONTRACTOR arising out of or in connection with work or services performed under this Agreement and must include a waiver of subrogation 25 in favor of AUTHORITY and COMMISSION; 26 Page 26of53 17336.02100\7015627.20 • • • • 2 3 4 5 6 7 8 9 10 11 12 • 13 14 15 16 17 18 19 20 21 22 23 24 25 26 • 3. Workers' Compensation insurance with limits as required by the State of California, including waiver of subrogation, in favor of AUTHORITY, COMMISSION, and their officers, directors, employees and agents and Employer's Liability Insurance with a minimum limit of $1,000,000 each accident for bodily injury by accident and each employee for bodily injury by disease. 4. Umbrella or excess liability insurance with limits of not less than $24,000,000 per occurrence and aggregate that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, auto liability, and employer's liability. Such policy or policies shall include the following terms and conditions: (a) A drop down feature requiring the policy to respond in the event that any primary insurance that would otherwise have applied proves to be uncollectable in whole or in part for any reason; (b) Pay on behalf of wording as opposed to reimbursement; (c) Concurrency of effective dates with primary policies; (d) Policies shall "follow form" to the underlying primary policies; and Insureds under primary policies shall also be insureds under the umbrella or excess policies. 5. Crime (Blanket Fidelity) with limits of not less than $5,000,000 covering Employee Dishonesty, Forgery and Alteration. 6. "Cyber liability" insurance, including pnvacy liability coverage and business income coverage, with limits of not less than $10,000,000 per incident and in the aggregate. If written on a "claims made" basis, policy shall include prior acts at least as far in the past as the effective date of this agreement. Coverage shall apply to both electronic and physical breaches and to employee data as well as customer data. Information in the care, custody, or control of vendors shall be covered, including coverage for "cloud" systems or for data Page 27of53 17336.02100\7015627.20 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 transferred by a third party. Coverage shall apply to accidental losses as well as breaches perpetrated by outsiders or employees. Regulatory fines and penalties shall be covered. The policy shall contain no requirement that all data be encrypted. Any business interruption coverage waiting period shall be no greater than 12 hours. If, as of the Effective Date, the cyber liability insurance coverage required hereunder is not available at a commercially reasonable price due to disproportionate increases, significantly in excess of inflation, in the cost of such coverage from the price contemplated as of the Entered Into Date, the Agencies will adjust the Monthly Lump Sum Price based on then-current market conditions, or will determine to reduce or eliminate the cyber liability coverage requirement. B. Prior to commencement of any work hereof, CONTRACTOR shall furnish to the • Procurement Administrators of the AUTIIORITY and COMMISSION, as identified by the individuals described in Articles 3(A) and 3(B), broker-issued insurance certificates, in form and substance satisfactory to AUTHORITY and COMMISSION, including an insurance company • issued endorsement showing the required insurance coverages. The policies shall contain, or shall be endorsed to contain, the following provisions: 1. All liability policies including general liability, excess liability and automobile liability, shall provide or be endorsed to provide that AUTIIORITY, COMMISSION, the California Department of Transportation ("CALTRANS") and their officers, directors, employees and agents shall be included as additional insured on Commercial General Liability and Automobile Liability certificates and on the insurance policy endorsement with respect to performance hereunder; and 2. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by AUTHORITY, COMMISSION. and/or CAL TRANS. The coverage shall be primary and noncontributory as to any other insurance with respect to performance hereunder; and Page 28 of 53 17336.02100\7015627.20 • • • • 2 3 4 5 6 7 8 9 IO 11 13 14 15 16 17 18 19 20 21 22 23 24 25 26 3. All policies shall require that thirty (30) days prior written notice of cancellation, nonrenewal of coverage or material change be given to AUTHORITY and COMMISSION. C. "Occurrence," as used herein, means any event or related exposure to conditions that result in bodily injury or property damage. D. The Certificate of Insurance shall reference Agreement Number C-3-1529 (for OCTA) and 13-31-105-00 (for RCTC); and, the Procurement Administrators' Names, Virginia Abadessa, for AUTHORITY, and Matthew Wallace for COMMISSION. E. Upon the request of either or both of AUTHORITY or COMMISSION, certified, true and exact copies of each of the insurance policies shall be provided to AUTHORITY and/or COMMISSION, as specified in the request. F. AUTHORITY and COMMISSION shall notify CONTRACTOR in writing of any changes in the requirements to insurance required to be provided by CONTRACTOR. Except as set forth in this Article, any additional cost from such change shall be paid by AUTHORITY and COMMISSION, and any reduction in cost shall reduce the compensation payable to CONTRACTOR pursuant to a change order. G. Unless a waiver or modification is agreed upon in writing by the Agencies, CONTRACTOR shall also include in each subcontract the stipulation that subcontractors shall maintain coverage in the amounts and of the types required as provided in this Agreement. H. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against AUTHORITY, COMMISSION, CALTRANS and their officers, directors, employees and agents. I. Requirements of specific coverage features or limits contained in this Article 12 are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is Page 29of53 17336.02100\7015627.20 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. J. Any self-insured retentions must be declared to and approved by AUTHORITY and COMMISSION. AUTHORITY and COMMISSION reserve the right to require that self- insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these requirements unless approved by AUTHORITY and COMMISSION. K. If CONTRACTOR or any subcontractor fails to provide and maintain insurance as required herein, then AUTHORITY and COMMISSION shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend CONTRACTOR's right to continue performance of the services under this Agreement until • proper evidence of insurance is provided. Any amounts paid by AUTHORITY and COMMISSION shall, at AUTHORITY and COMMISSION sole option, be deducted from • amounts payable to CONTRACTOR or reimbursed by CONTRACTOR upon demand. L. CONTRACTOR shall give AUTHORITY and COMMISSION prompt and timely notice of claims made or suits instituted that arise out of or result from CONTRACTOR's performance under this Agreement, and that involve or may involve coverage under any of the 18 19 20 21 22 23 24 25 26 required liability policies. AUTHORITY and COMMISSION assume no obligation or liability by such notice, but have the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve AUTHORITY and COMMISSION. M. CONTRACTOR shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work and services hereunder. N. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of Page 30of53 17336.02100\7015627.20 • • 2 3 4 5 6 7 8 9 10 11 12 .. • 13 14 15 16 17 18 19 20 21 22 23 24 25 26 • California, with an assigned policyholders' Rating of A-(or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by AUTIIORITY and COMMISSION. ARTICLE 13. PERFORMANCE SECURITY A. Within ten (10) days after the Effective Date, CONTRACTOR shall, at its sole cost and expense, obtain and deliver to each of AUTIIORITY and COMMISSION, separately, cash, one or more letters of credit, United States Treasury securities and/or any combination thereof (as determined by CONTRACTOR and satisfactory to AUTHORITY and COMMISSION), in a combined face amount equal to Ten Million Dollars ($10,000,000), with Five Million Dollars ($5,000,000) of such security to be provided to AUTHORITY and Five Million Dollars ($5,000,000) of such security to be provided to COMMISSION, all as security for the performance of CONTRACTOR's obligation under this Agreement provided that: (1) Each and every letter of credit or other security shall: (a) be a "direct draw" in form, and otherwise shall be in a form and issued by a financial institution reasonably acceptable to AUTHORITY and COMMISSION; (b) as to the security provided to AUTHORITY, provide that draws thereon may be based solely on the presentation of a certificate executed by AUTHORITY's Chief Executive Officer or his designee, certifying that CONTRACTOR has failed to perform its contractual obligations as set forth in Exhibit A, that all cure periods, if any, available under this Agreement for the default in question have expired, and specifying the amount being drawn down; (c) as to the security provided to COMMISSION, provide that draws thereon may be based solely on the presentation of a certificate executed by COMMISSION'S Executive Director or his/her designee, certifying that CONTRACTOR has failed to perform its contractual obligations as set forth in Exhibit A, that all cure periods, if any, available under this Agreement for the default in question have expired, and specifying the Page 31of53 17336.02100\7015627.20 2 3 4 5 6 7 8 9 10 11 12 13 :·~•:~.:· . 14 . 15 16 17 18 19 20 21 22 23 24 25 26 amount being drawn down; and (d) have a term no less than one year. (2) During the Term of this Agreement, CONTRACTOR shall renew or replace each and every letter of credit or other security, if necessary, no later thah sixty (60) days before the date of its expiration with a letter of credit or other security conforming to the provisions above and having a term of at least one (1) year from the date of issuance of such renewal. (3) If CONTRACTOR fails to renew in a timely manner (as described in clause (2) above) the letter(s) of credit or other security provided to AUTHORITY, then AUTHORITY shall be entitled to draw upon the security, and retain, an amount equal to that of the expiring letter(s) of credit or other security. (4) If CONTRACTOR fails to renew in a timely manner (as described in • clause (2) above) the letter(s) of credit or other security provided to COMMISSION, then CQMMISSION, shall b...Utled to draw upon the security, and retain, an amount equal to that of • the expiri~~~r(s) of credit or other security . . B. CONTRACTOR shall maintain the security instruments throughout the Term of this Agreement. All interest earned on cash or United States Treasury securities included in the security deposit before the date of any CONTRACTOR default shall belong to CONTRACTOR, but neither Agency shall have any obligation to invest any such amounts held. C. Notwithstanding any other provision set forth in this Agreement, performance by a Surety or Guarantor of any obligations of .CONTRACTOR shall not relieve CONTRACTOR of any of its obligations thereunder. ARTICLE 14. CHANGES A. Subject to Article 14(P) and Article 14(.E), by written notice or order, with copy thereof provided concurrently to COMMISSION, AUTHORITY may, from time to time, order suspension of work provided under the AUTHORITY Statement of Work and/or make any Page 32 of53 17336.02100\7015627.20 • • 2 3 4 5 6 7 8 9 10 11 12 • 13 .... . •· 14 15 16 17 18 19 20 21 22 23 24 25 26 • change to the AUTHORITY Statement of Work, provided that such change will only affect the OCT A Portion. If any such work suspension or change causes an increase or decrease in the price required for performance of the AUTHORITY Statement of Work, as determined pursuant to Article 15, CONTRACTOR shall promptly notify AUTHORITY thereof and assert its claim for adjustment within ten (I 0) calendar days after the change or work suspension is ordered, and an equitable adjustment shall be negotiated. AUTHORITY shall be solely responsible for the costs of any such price increase and the benefits of any such price decrease. B. Subject to Article 14(0) and Article 14<E), by written notice or order, with copy thereof provided concurrently to AUTHORITY, COMMISSION may, from time to time, order suspension of work provided under the COMMISSION Statement of Work and/or make any change to the COMMISSION Statement of Work, provided that such change will only affect the RCTC Portion. If any such work suspension or change causes an increase or decrease in the price required for performance of the COMMISSION Statement of Work, as determined pursuant to Article 15, CONTRACTOR shall promptly notify COMMISSION thereof and assert its claim for adjustment within ten (I 0) calendar days after the change or work suspension is ordered, and an equitable adjustment shall be negotiated. COMMISSION shall be solely responsible for the costs of any such price increase and the benefits of any such price decrease. C. By written notice or order, AUTHORITY and COMMISSION may, from time to time, jointly, order suspension of work provided under the Joint Statement of Work and/or make any change to the Joint Statement of Work. If any such work suspension or change causes an increase or decrease in the price required for performance of the Joint Statement of Work, CONTRACTOR shall promptly notify AUTHORITY and COMMISSION thereof and assert its claim for adjustment within ten (10) calendar days after the change or work suspension is ordered, and an equitable adjustment shall be negotiated. AUTHORITY and COMMISSION shall each be jointly responsible for one half (I /2) of the costs of any such price increase and Page 33 of53 17336.02100\7015627.20 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 receive one half (l/2) the benefits of any such price decrease, unless otherwise agreed upon by AUTHORITY and COMMISSION. D. If an Agency wishes to change its scope of work unilaterally because it believes that it would only apply or impact its portion of the 91 Express Lanes, such Agency shall deliver written notice thereof to the other Agency, which notice shall include the requested change and an explanation of how such change will only apply to and impact such Agency's portion of the 91 Express Lanes. The Agency receiving such notice shall have ten (l 0) working days to respond to such notice and any failure to respond within such time frame shall mean its agreement that such change may be unilaterally made. If the Agency receiving such notice responds within such ten ( l 0) working day period and indicates that such Agency disagrees that the proposed change would only impact and apply to the portion of the 91 Express Lanes operated by the Agency that • wishes to unilaterally change its scope of work, the Agencies shall promptly meet and confer regarding the potential change. If the Agencies are unable to resolve such dispute, it shall be • resolved pursuant to the dispute resolution provisions of the Cooperative Agreement. Except in the event of an Emergency, CONTRACTOR shall not implement any such unilateral change to an individual Agency's scope of work until resolution of the dispute. 17 18 19 20 21 22 23 24 25 26 E. In addition to the provisions of Article 14(0), if it is reasonably foreseeable by CONTRACTOR, exercising its good faith judgment, that a request for a change may negatively impact the normal operational duties of CONTRACTOR or may materially impact the other Agency's portion of the 91 Express Lanes, CONTRACTOR shall notify AUTHORITY and COMMISSION, and the Parties shall meet and confer to discuss the potential impacts of the request and agree upon a resolution. If the Parties are unable to agree upon a resolution, the matter shall be referred to the dispute resolution provisions set forth in Article 17. F. CONTRACTOR may request a change order to increase the Monthly Lump Sum Price or any additional payments described hereunder for actual and reasonable increased costs of Page 34of53 17336.02100\7015627.20 • • 2 3 4 5 ·6 7 8 .9 10 11 12 • 13 14 15 16 17 18 19 20 21 22 23 24 25 26 • performance of the work resulting from requirements contained in the Operating Procedure, as originally adopted or as amended, subject to the limitations contained in Article 8. (1) CONTRACTOR shall initiate a change order by submitting written notice to the Agencies of the requested change, which notice shall include a price breakdown in accordance with the requirements of Article 15, and a description of the changes to the applicable Statement of Work that CONTRACTOR asserts are required. (2) If the Agencies refuse to issue a change order based on CONTRACTOR's request, CONTRACTOR shall nevertheless perform all work as required under this Agreement, and shall have the right to submit the issue to dispute resolution pursuant to Article 19. (3) Notwithstanding the foregoing, if the requested change order is for a change to either the COMMISSION Statement of Work or the AUTHORITY Statement of Work only, and not the Joint Statement of Work, then the change order request shall be submitted only to the relevant Agency, and only approval of the relevant Agency shall be required. ARTICLE 15. MODIFICATION PROPOSALS-PRICE BREAKDOWN A. Negotiation of additional compensation or an equitable adjustment pursuant to Article 14 shall be on a good faith and open-book basis, with the intent of providing such increased or decreased compensation as is necessary to reflect the increased or decreased costs of the provision of the services required by the modified Statement of Work (either the AUTHORITY, COMMISSION or Joint Statement of Work, as applicable). Only books and records pertaining to this Agreement, the State Route 91 Express Lanes, any amount or charge for which compensation, reimbursement or recovery is sought by CONTRACTOR under this Agreement, or any of the foregoing, shall be made available by CONTRACTOR. If AUTHORITY and/or COMMISSION, as applicable, and CONTRACTOR are unable to agree upon the adjustment to the compensation, AUTHORITY and/or COMMISSION, as applicable or CONTRACTOR may refer such matter to dispute resolution pursuant to Article 17. Page 35of53 17336.02100\7015627.20 1 2 3 4 5 6 7 8 9 10 11 Alternatively, AUTHORITY and/or COMMISSION, as applicable, may direct CONTRACTOR, in the case of an increase in the scope of a Statement of Work, to undertake such work on a time and material basis, using the labor rates agreed upon in writing by the Parties following the Effective Date, which rates shall be attached as Exhibit D. B. CONTRACTOR, in connection with any proposal for an Agreement modification pursuant to Article 14, shall furnish a price breakdown on an open-book basis, itemized as required by AUTHORITY and/or COMMISSION, as applicable. Unless otherwise directed, the breakdown shall be in sufficient detail to permit an analysis of all material, labor, equipment, subcontract and overhead costs, as well as profit, and shall cover all work involved in the modification, whether such work was deleted, added or changed. Any amount claimed for subcontracts shall be supported by a similar price breakdown. The proposal, together with the 12 price breakdown, shall be furnished by the date reasonably specified by AUTHORITY and/or • 13 14 15 16 17 18 COMMISSION, as applicable. Only books and records pertaining to this Agreement, the State • Route 91 Express Lanes, any amount or charge for which compensation, reimbursement or recovery is sought by CONTRACTOR under this Agreement, or any of the foregoing, shall be 19 20 21 22 23 24 made available by CONTRACTOR. ARTICLE 16. LIMITATION ON UNILATERAL DIRECTIONS A. As used in this Agreement, the term "Emergency" shall be defined as: (i) any unforeseen circumstance that poses an imminent risk or danger of serious injury, damage or harm to persons or property, or a material risk to revenues generated by either or both Agency on its portion of the 91 Express Lanes, as determined in CONTRACTOR's good faith judgment, and (ii) may be further set forth in the Operating Procedure. B. Except as specified below, CONTRACTOR shall have the right to take unilateral direction from AUTHORITY on matters solely related to operation of the OCTA Portion. 25 B. Except as specified below, CONTRACTOR shall have the right to take unilateral 26 • 2 3 4 5 6 7 8 9 10 11 12 • 13 14 15 16 17 18 19 20 21 22 23 24 25 26 • direction from COMMISSION on matters solely related to operation of the RCTC Portion. C. CONTRACTOR shall not to take direction solely from one of the Agencies if it is reasonably foreseeable by CONTRACTOR, exercising its good faith judgment, that direction received from one Agency may materially and adversely affect the other Agency's portion of the 91 Express Lanes. In such case, except in the case of Emergencies, CONTRACTOR shall inform the other Agency and obtain its written approval of such direction prior to taking any action, unless the requesting Agency has already obtained such written approval and submitted it to CONTRACTOR. D. In the case of an Emergency, if CONTRACTOR accepts direction froni the Representative of one Agency regarding a matter which CONTRACTOR, exercising its good faith judgment, believes could affect both portions of the 91 Express Lanes, CONTRACTOR shall be authorized to take only such action as is necessary to imminently address the Emergency, in accordance with CONTRACTOR's good faith judgment and the Operating Procedure. In such case, CONTRACTOR shall notify, as soon as possible, the other Agency's Representative concerning such direction provided by the other Agency and any actions taken pursuant thereto. E. Neither AUTHORITY nor COMMISSION shall have the right to unilaterally modify any terms of this Agreement, or, except in the case of an Emergency (and subject to the terms and limitations herein), to unilaterally direct any work or services that would result in an increase in the Monthly Lump Sum Price or a change in the Joint Statement of Work. F. If CONTRACTOR receives conflicting directions from the Agency Representatives, CONTRACTOR shall inform the Agency Representatives of such conflict and shall not, except in the case of an Emergency, take any action until the conflict is resolved, at which time, the Agencies shall jointly notify CONTRACTOR of the resolution thereof. G. If the Agency Representatives are unable to agree upon an action that may affect both portions of the 91 Express Lanes or to resolve a conflict in directions provided to Page 37 of53 17336.0210017015627.20 2 3 4 5 6 7 -· 8 9 10 I I 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 CONTRACTOR, the matter shall be referred to dispute resolution between the Agencies, as set forth in the Cooperative Agreement, and, at the request of one or both of the Agencies, CONTRACTOR shall participate in such dispute resolution. H. During the pendency of a dispute between AUTHORITY and COMMISSION, and except in the case of an Emergency, CONTRACTOR shall take no action regarding the disputed matter until the dispute has been resolved. If an Emergency exists, CONTRACTOR shall take the minimum action(s) necessary to address the Emergency prior to resolution of the dispute. ARTICLE 17. DISPUTES A. All disputes among AUTHORITY, COMMISSION and CONTRACTOR arising under this Agreement shall be first be submitted for resolution to an authorized representative of CONTRACTOR and each of the AUTHORITY and the COMMISSION. These parties shall • attempt to resolve the dispute in a mutually satisfactory manner within thirty (30) days after the dispute is made known to the parties. If the parties cannot resolve the dispute in a mutually • satisfactory manner within such time, then CONTRACTOR's Chief Executive, AUTHORITY's Chief Executive and COMMISSION's Executive Director, or their designees, shall meet within fifteen (15) days after the expiration of the initial period and attempt to resolve the dispute in a mutually satisfactory manner. B. If the persons identified under Article I 7 A cannot resolve the dispute in a mutually satisfactory manner within the given time period, then any Party, on written demand to the other Parties, may submit the dispute to arbitration. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect on the date that a Party gives notice of its demand for arbitration, except as may be modified herein. The Parties shall jointly select an arbitrator who has substantial experience in the legal profession and in the operation of toll roads or other large scale public facilities. The selected arbitrator shall be deemed, and shall be subject to the duties of, a neutral arbitrator, and not a Party. The • 2 3 4 5 6 7 8 9 10 11 12 • 13 14 15 16 17 18 19 20 21 22 23 24 25 26 • arbitrator shall give effect to applicable statues of limitation in determining any claim. Any controversy concerning whether an issue is arbitrab]e shall be determined by the arbitrator. Judgment upon arbitration award may be entered in any court jurisdiction. There shall be no right of appeal from the arbitra] award or any judgment based thereon. C. If a dispute hereunder is only between CONTRACTOR and either, but not both, Agencies, then procedure set forth in Articles 17 A and l 7B shall apply except as to the Party not subject to the dispute. D. If a dispute hereunder is only between AUTHORITY and COMMISSION and not CONTRACTOR, then the procedure in Articles 17A and 17B shall not apply and the dispute provisions of the Cooperative Agreement shall instead apply. E. If a dispute in question has an amount in controversy in excess of $500,000 or the requested relief includes injunctive relief or specific performance, the procedure in Article l 7B shall not apply. F. Subject to the other provisions and limitations set forth in this Agreement, pending final decision of a dispute hereunder, CONTRACTOR shall proceed diligently with the perf onnance of this Agreement. G. CONTRACTOR hereby agrees to support the Agencies in joint resolution of disputes with other contractors of AUTHORITY and/or COMMISSION providing work or services on the 91 Express Lanes where there is a dispute as to fault. ARTICLE 18. DEFAULT A. AUTHORITY and/or COMMISSION may exercise its rights and remedies under this Agreement, including, without limitation, the right to terminate this Agreement for CONTRACTOR's Default: B. "Default" shall mean any of the following: (1) If CONTRACTOR and/or any of its members, directors, or managing officers is Page 39 of53 17336.02100\7015627.20 ..,. 2 3 4 5 6 7 8 convicted of any felony; (2) If any fraud or willful misconduct by CONTRACTOR and/or any of its members, directors, officers, mangers, employees, subcontractors, agents and/or representatives occurs in connection with the operation of this Agreement, provided, that if the acts or omissions constituting such fraud or willful misconduct were committed by any employee(s) (other than management) or subcontractor(s), and within fifteen (15) business days after receiving notice of such acts or omissions CONTRACTOR removes the employee(s) and/or subcontractor(s) in • question and pays in full restitution to AUTHORITY and COMMISSION, then such action shall 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 not be deemed a CONTRACTOR event of default; (3) If any material impairment of toll operations with respect to this Agreement for twenty (20) days occurs (whether consecutive or nonconsecutive) in any six (6) calendar month period occurs due to the act or omission of CONTRACTOR and/or any of its members, directors, officers, employees, agents and/or subcontractors, unless the impairment shall have been • expressly authorized or directed by AUTHORITY and COMMISSION in writing . (4) If CONTRACTOR breaches any term(s) or violates any provision(s) of this Agreement (other than breaches of those terms and provisions that are referenced in the other paragraphs of this Article l 8(B)) and does not cure such breach or violation within thirty (30) calendar days after receipt of written notice thereof by AUTHORITY or COMMISSION specifying in reasonable detail such failure. If the default is not, in the exercise of reasonable diligence, curable within the said thirty (30) day period, then CONTRACTOR shall promptly commence such cure and diligently pursue to it to completion, provided that such cure is completed in all events within ninety (90) days from the date of written notice. (5) If CONTRACTOR makes or attempts to make or suffers a voluntary or involuntary assignment or transfer of this Agreement or any right or interest herein, except as expressly permitted under Article 20. Page 40 of 53 • _1_7_33_6._~_100_~_70_1~56_27_.2~0~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ • • • 2 3 4 5 6 7 . 8 9 IO 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 (6) If CONTRACTOR commences a voluntary case seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect; seeks the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its assets; becomes insolvent, or generally does not pay its debts as they become due; admits in writing its inability to pay its debts; makes an assignment for the benefit of creditors; or takes any action to authorize any of the foregoing. (7) If an involuntary case is commenced against CONTRACTOR seeking liquidation, reorganization, dissolution, winding up, a composition or arrangement with creditors, a readjustment of debts or other relief with respect to CONTRACTOR or CONTRACTOR debts under any bankruptcy, insolvency or other similar applicable law now or hereafter in effect; seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of CONTRACTOR or any substantial part of CONTRACTOR's assets; seeking the issuance of a writ of attachment, execution, or similar process; or seeking like relief, and such involuntary case shall not be contested by CONTRACTOR in good faith or shall remain undismissed and unstayed for a period of 30 days; or any such involuntary case. (8) lf CONTRACTOR fails to obtain, provide and maintain in full force and effect any insurance, bonds, guarantees, or other performance security as and when required hereunder for the benefit of relevant parties, or fails to comply with any requirement of this Agreement pertaining to the amount, terms or coverage of the same. C. Upon the occurrence of a Default and after the expiration of any cure period set forth herein, either or both of AUTHORITY and COMMISSION may pursue any and all rights and remedies available under this Agreement, at law or in equity, including, without limitation, the right to seek damages, the right to specific performance or other injunctive or equitable relief and the right to terminate this Agreement. In connection with a termination, CONTRACTOR Page 41of53 17336.02100\7015627.20 1 2 shaH be liable for all reasonable costs incurred by AUTHORITY and/or COMMISSION as a result of such Default including, but not limited to, reprocurement costs of the same or similar 3 4 5 6 7 8 9 services defaulted by CONTRACTOR under this Agreement. A unilateral termination affected by either AUTHORITY or COMMISSION sha11 apply only as to the rights and obligations of the terminating Agency, and CONTRACTOR shall continue providing services to the non- terminating Agency. D. The rights and remedies of AUTHORITY and COMMISSION provided in this clause shall be cumulative and are in addition to any other rights and remedies provided by law or under this Agreement. E. The Parties agree that the obligations of the AUTHORITY and the COMMISSION under this Agreement shall be several and not joint. Neither AUTHORITY nor COMMISSION, respectively, shall be held liable for any acts, omissions, negligence, breach or default of the • 10 11 12 13 14 other, including any default in payment; provided, however, that CONTRACTOR shall be • entitled to additional payments as set forth in Article 7(H). Regardless of any default of 15 16 17 18 19 2Q 21 22 23 24 25 26 AUTHORITY or COMMISSION, respectively, including any default in payment, CONTRACTOR shall continue to provide services to the non-defaulting Agency. In no event sha11 CONTRACTOR be entitled to terminate this Agreement as a result of the default of any Agency, but instead may pursue payment of such compensation as set forth in Article 17; provided, however, that if nonpayment of any undisputed amounts continue for 60 days after written notice of such nonpayment, CONTRACTOR may suspend the performance of its work under this Agreement until such undisputed amounts have been paid. ARTICLE 19. INDEMNIFICATION A. CONTRACTOR shall indemnify, defend and hold harmless AUTHORITY, COMMISSION and their respective boardmembers, officers, directors, employees, representatives, agents, successors and assigns from and against any and all Jiability, claims Page 42 of53 -:...:.17=33~6-=00~IOO=\~W=l=56~27~.2~0~~~~~~~~~~~~~~~~~~~~~~~~~~~~-I· • 2 3 4 5 6 7 8 9 10 11 12 • 13 14 15 16 17 18 19 20 21 22 23 24 25 26 • (including attorney's fees and reasonable expenses for litigation or settlement), suits, judgments, actions, proceedings, losses, damages, costs, demands, including, without limitation, those for bodily injuries, including death, damage to or loss of use of property to the extent caused by the negligent acts, omissions or willful misconduct of CONTRACTOR, its officers, directors, employees, agents, subcontractors or suppliers, in connection with or arising out of the performance of this Agreement. CONTRACTOR shall not be responsible to either Agency for the negligent acts or omissions of the other Agency under this Agreement. B. AUTHORITY shall indemnify, defend and hold harmless CONTRACTOR, its officers, directors, employees and agents from and against any and all liability, claims (including attorney's fees and reasonable expenses for litigation or settlement), suits, judgments, actions, proceedings, losses, damages, costs; demands, including, without limitation, those for any loss or damages, bodily injuries, including death, damage to or loss of use of property to the extent caused by the negligent acts, omissions or willful misconduct of AUTHORITY, its officers, directors, employees, and agents, in connection with or arising out of the performance of this Agreement. AUTHORITY shall not be responsible or liable for the negligent acts or omissions of COMMISSION under this Agreement. C. COMMISSION shall indemnify, defend and hold harmless CONTRACTOR, its officers, directors, employees and agents from and against any and all liability, claims (including attorney's fees and reasonable expenses for litigation or settlement), suits, judgments, actions, proceedings, losses, damages, costs, demands, including, without limitation, those for any loss or damages, bodily injuries, including death, damage to or loss of use of property to the extent caused by the negligent acts, omissions or willful misconduct of COMMISSION, its officers, directors, employees, and agents, in connection with or arising out of the performance of this Agreement. COMMISSION shall not be responsible or liable for the negligent acts or omissions of AUTHORITY under this Agreement. Page 43 of53 17336.02100\7015627.20 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 D. Notwithstanding anything to the contrary contained in this Agreement, any claim, action or proceeding between the Parties under this Agreement for monetary damages shall limit each Party's aggregate monetary liability to each of the other Parties to an amount not to exceed five million dollars ($5,000,000). The foregoing limitation shall apply only to the extent that insurance proceeds are not available to cover a claim, action or proceeding hereunder, and shall in no way be construed to limit the obligation of CONTRACTOR's insurer to cover, subject to applicable policy limits set forth in this Agreement, the full amount of a claim, action or proceeding hereunder. E. The obligations under this Article 19 shall survive the termination or expiration of this Agreement. ARTICLE 20. ASSIGNMENTS AND SUBCONTRACTS • A. Neither this Agreement nor any interest herein nor claim hereunder may be assigned by CONTRACTOR either voluntarily or by operation of law, nor may any part of this • Agreement be subcontracted by CONTRACTOR, without prior written consent of AUTHORITY and COMMISSION. Provided that CONTRACTOR is in compliance with the terms of this Agreement, prior written consent by AUTHORITY and COMMISSION shall not be unreasonably withheld. Consent by AUTHORITY and COMMISSION shall not be deemed to relieve CONTRACTOR of its obligation to comply fully with the requirements of this Agreement, nor shall it release CONTRACTOR from such obligations or liability therefor. B. AUTHORITY and COMMISSION hereby consent to CONTRACTOR's subcontracting of portions of the Scope of Work to third parties however; AUTHORITY and COMMISSION require prior written consent by each Agency prior to work being performed. CONTRACTOR shall include in each subcontract agreement the stipulation that CONTRACTOR, not AUTHORITY or COMMISSION, is solely responsible for payment to the subcontractor for the amounts owing and that the subcontractor shall have no claim, and shall Page 44of53 17336.02100\7015627.20 • • 2 3 4 5 6 7 8 9 10 11 12 • 13 14 15 16 17 18 19 20 21 22 23 24 25 26 • take no action, against AUTHORITY or COMMISSION, or their respective boardmembers, officers, directors, employees, agents, successors or assigns for nonpayment by CONTRACTOR. In addition, subcontractors will be required to carry the appropriate insurance coverages as stated in Article 12, unless a waiver or modification is granted pursuant to Article 12(G), and provide a copy of a current certificate of insurance and policy endorsement(s) naming AUTHORITY and COMMISSION as an additional insured. Each subcontract must also (i) not have any provision in contravention of the tenns of this Agreement; (ii) must provide that it is automatically assignable to the AUTHORITY and COMMISSION upon their written request upon (x) Default by CONTRACTOR; (y) a bankruptcy of CONTRACTOR, in which such subcontract has been rejected in bankruptcy or otherwise tenninated by or on behalf of CONTRACTOR; or (z) tennination of this Agreement; and (iii) must provide that, in the event of assignment to the AUTHORITY and COMMISSION, such subcontractor shall immediately attom to AUTHORITY and COMMISSION and provide such services set forth in the subcontract to the AUTHORITY and COMMISSION immediately upon the assignment of such subcontract. C. CONTRACTOR shall be fully responsible to AUTHORITY and COMMISSION for all acts and omissions of its own employees, and of subcontractors and their employees. CONTRACTOR shall coordinate the work performed by subcontractor. Page 45of53 17336.02100\7015627.20 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 ARTICLE 21. AUDIT AND INSPECTION OF RECORDS A. CONTRACTOR shall provide AUTHORITY, COMMISSION or other agents of the AUTHORITY and COMMISSION, such access to CONTRACTOR's accounting books, records, and facilities of CONTRACTOR which are pertinent to this Agreement for the purposes of examining, auditing and inspecting all accounting books, records, work data, documents and activities related hereto. CONTRACTOR shall maintain such books, records, data and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during CONTRACTOR's performance hereunder and for a period of four ( 4) years from the later of the date of final payment or termination of this Agreement by AUTHORITY and COMMISSION, except in the event of litigation or settlement of claims arising from the performance of this Agreement, in which case CONTRACTOR agrees to maintain same until AUTHORITY, COMMISSION or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. The right of AUTHORITY and COMMISSION to audit books and records directly related to this Agreement shall also extend to all first.tier subcontractors with a direct contractual relationship with CONTRACTOR. CONTRACTOR shall permit any of the foregoing parties to reproduce documents by any means whatsoever or to copy excerpts and transcriptions as reasonably necessary. B. In complying with any reporting requirements under this Agreement, CONTRACTOR shall use the same performance measures and reporting format for both Agencies, except as the same may be modified for compliance with either Agency's financing or legal requirements. Any special reporting needs of either Agency shall be accommodated by CONTRACTOR upon request of either Agency. ARTICLE 22. FEDERAL. STATE AND LOCAL LAWS CONTRACTOR covenants and warrants that in the performance of this Agreement it Page 46of53 17336.02100\7015627.20 • • • • 2 3 4 5 6 7 8 9 10 11 12 • 13 14 15 16 17 18 19 20 21 22 23 24 25 26 • shall comply with all permits applying to the 91 Express Lanes, and any portion thereof, and all applicable federal, state and local laws, statutes and ordinances and all lawful orders, rules and regulations promulgated thereunder. ARTICLE 23. EQUAL EMPLOYMENT OPPORTUNITY In connection with its performance under this Agreement, CONTRACTOR agrees that it shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age or national origin. CONTRACTOR shall take affirmative action to ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, age or national origin. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment ·advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship . ARTICLE 24. FINISHED AND PRELIMINARY DATA All of CONTRACTOR's finished technical data, including but not limited to drawings, photographs, tapes, software, software design documents, including without limitation source code, binary code, all media, technical documentation and user documentation, photoprints and other graphic information required to be furnished under this Agreement, shall be the property of AUTHORITY and COMMISSION upon payment of any amounts due and payable under this Agreement and shall be furnished with unlimited rights and, as such, shall be free from proprietary restriction except as elsewhere authorized in this Agreement. CONTRACTOR further agrees that it shall have no interest or claim to such finished, AUTHORITY-owned and/or COMMISSION-owned, technical data; furthermore, said data is subject to the provisions of the Freedom oflnformation Act, 5 USC 552. ARTICLE 25. PRIVACY ACT CONTRACTOR shall comply with, and assures the compliance of its employees with, the Page 47of53 17336.02100\7015627.20 -------··-------- information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. 2 3 4 5 6 7 8 9 10 1 I 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 §552a. Among other things, CONTRACTOR agrees to obtain the express consent of the Federal Government before CONTRACTOR or its employees operate a system of records on behalf of the Federal Government. CONTRACTOR understands the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying Agreement. ARTICLE 26. OWNERSHIP OF REPORTS AND DOCUMENTS A. The originals of all letters, documents, reports and other products and data produced under this Agreement shall be delivered to, and become the joint property of AUTHORITY and COMMISSION. Copies may be made for CONTRACTOR'S records but shall not be furnished to others without written authorization from AUTHORITY and COMMISSION. Such deliverables shall be deemed works made for hire and all rights in copyright therein shall be retained by AUTHORITY and COMMISSION. B. All ideas, memoranda, specifications, plans, manufacturing, procedures, drawings, descriptions, and all other written information submitted to CONTRACTOR in connection with the performance of this Agreement shall not, without prior written approval of AUTHORITY and COMMISSION, be used for any purposes other than the performance under this Agreement, nor be disclosed to an entity not connected with the performance of the project. CONTRACTOR shall comply with the policies of AUTHORITY and COMMISSION regarding such material. Nothing furnished to CONTRACTOR, which is otherwise previously known to CONTRACTOR from a source that was not bound to confidentiality or is or becomes generally known to the related industry shall be deemed confidential. CONTRACTOR shall not use name of AUTHORITY, COMMISSION or the 91 Express Lanes, photographs of the 91 Express Lanes, or any other publicity pertaining to the 91 Express Lanes in any professional publication, magazine, Page 48 of53 17336.02100\7015627.20 • • • • 2 3 4 5 6 7 8 9 10 11 12 • 13 14 15 16 17 18 19 20 21 22 23 24 25 26 • trade paper, newspaper, seminar or other medium without the express written consent of AUTHORITY and COMMISSION. C. No copies, sketches, computer graphics or graphs, including graphic artwork, are to be released by CONTRACTOR to any other person or agency except after prior written approval by AUTHORITY and COMMISSION, except as necessary for the performance of services under this Agreement. All press releases, including graphic display information to be published in newspapers, magazines, etc., are to be handled only by AUTHORITY and COMMISSION unless otherwise agreed to by CONTRACTOR, AUTHORITY and COMMISSION. ARTICLE 27. NOTICE OF LABOR DISPUTE Whenever CONTRACTOR has knowledge that any actual or potential labor dispute may delay its performance under this Agreement, CONTRACTOR shall immediately notify and submit all relevant information to AUTHORITY and COMMISSION in writing. CONTRACTOR shall insert the substance of this entire clause in any subcontract hereunder as to which a labor dispute may delay performance under this Agreement. ARTICLE 28. COOPERATION WITH OTHER CONTRACTS During the course of this Agreement, AUTHORITY or COMMISSION may undertake or award other agreements for additional work or professional services. CONTRACTOR shall fully cooperate with AUTHORITY, COMMISSION and the parties to all other contracts and carefully integrate its own work to such additional work as may be reasonably directed by AUTHORITY or COMMISSION, as applicable. CONTRACTOR shall not commit or permit any act that will interfere with the performance of work by any other contractor or by AUTHORITY or COMMISSION. ARTICLE 29. PROHIBITED INTERESTS CONTRACTOR covenants that, for the term of this Agreement, no director, officer or Page 49of53 17336.02100\7015627.20 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 employee of AUTHORITY or COMMISSION, during his/her tenure in office or for one (1) year thereafter shall have any interest, direct or indirect, in this Agreement or the proceeds thereof. ARTICLE 30. FORCE MAJEURE Any Party hereto shall be excused from performing its obligations under this Agreement during the time and to the extent that it is materially and directly prevented from performing by an unforeseeable cause beyond its control, including but not limited to: any incidence of fire, flood; acts of God; commandeering of material, products, plants or facilities by the federal, state • or local government; national fuel shortage; or a material default by any other Party; when satisfactory evidence of such cause is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond the control and is not due to the fault, act, omission or negligence of the Party not performing. Only those obligations that are directly and materially prevented from being performed shall be excused and only for the time period in which such unforeseeable cause exists. All other obligations shall remain in full and effect and, as to those • obligations that are temporarily excused, performance shall immediately resume once such unforeseeable cause is cured or mitigated such that performance is capable of resumption. ARTICLE 31. ORDER OF INTERPRETATION. A. In the event of any conflict among this Agreement, the Joint Scope of Work, an Agency Scope of Work, or the Operating Procedure to be developed pursuant to this Agreement, 19 the order of precedence shall be as set forth below (the following shall be referred to for the 20 21 22 purposes of this Article as the "Contract Documents"). (1) Change orders duly executed pursuant to this Agreement by all parties with respect to the Joint Scope of Work, and amendments to this Agreement; 23 (2) This Agreement; 24 (3) The Joint Scope of Work; 25 (4) Change orders duly executed pursuant to this Agreement by an Agency and 26 Page 50of53 17336.02100\7015627.20 • • 2 3 4 5 6 7 8 9 10 ] ] 12 • 13 14 15 16 17 18 19 20 21 22 23 24 25 26 • the Contractor with respect to such Agency's separate Scope of Work (which change order shall not have precedence as to items below for matters other than the Agency's separate Scope of Work); (5) An Agency separate Scope of Work (which separate Scope of Work shall not have precedence as to items below for matters other than the Agency's separate Scope of Work); (6) The Operating Procedure. B. Additional details and more stringent requirements contained in a lower priority Contract Document will control except to the extent they irreconcilably conflict with the requirements of the higher level Contract Document. C. Notwithstanding the order of precedence among Contract Documents set forth in this Article 31, if a Contract Document contains differing provisions on the same subject matter than another Contract Document, the provisions that establish the higher quality, manner or method of performing the work or use more stringent standards will prevail. If any Party becomes aware of any such conflict, it shall promptly notify the other Parties in writing of the conflict. The Agencies shall issue a written determination respecting which of the conflicting items is to apply promptly after it becomes aware of any such conflict. ARTICLE 32. SOFTWARE INSTALLATION AND LICENSE AGREEMENT; SOFTWARE MAINTENANCE AGREEMENT The Parties agree that they will either amend the Software Installation and License Agreement and Software Maintenance Agreement or enter into new software licensing, maintenance, and escrow agreements prior to the Effective Date to address the addition of RCTC as a Party, license, maintenance and escrow fees and costs, and other applicable changes. ARTICLE 33. COUNTERPARTS This instrument may be executed in two or more counterparts, each of which shall be Page 51of53 17336.02100\7015627.20 2 3 4 5 6 7 8 9 IO 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 deemed an original, but all of which together shall constitute one and the same instrument. ARTICLE 34. TIME OF THE ESSENCE Time is of the essence in the performance of this Agreement. ARTICLE 35. GOVERNING LAW; VENUE This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of law principles. The parties agree that exclusive original jurisdiction and venue for any legal action or proceeding, at law or in equity, that is permitted to be brought by a party in court arising out of this Agreement shall be in the Superior Court for the County of Riverside, California or the Superior Court for the County or Orange, California. [Signatures on following page] Page 52of53 I 7336.021Cl0\7015627.20 • • • 2 3 4 5 6 7 8 9 IO 11 12 • 13 14 15 16 17 18 19 20 21 22 23 24 25 26 • SIGNATURE PAGE TO OCTA AGREEMENT NO. C-3-1529 RCTC AGREEMENT NO. 13-31-105-00 AMONG ORANGE COUNTY TRANSPORTATION AUTHORITY, RIVERSIDE COUNTY TRANSPORTATION COMMISSION AND COFIROUTE USA, LLC. RIVERSIDE COUNTY TRANSPORTATION COMMISSION. ORANGE COUNTY TRANSPORTATION AUTHORITY By: By: Its: Its: APPROVED AS TO FORM: APPROVED AS TO FORM: BEST BEST & KRIEGER LLP By: By: Counsel to the Riverside County Transportation Commission COFIROUTE USA, LLC By: Gary L. Hausdorf er Chairman and Chief Executive Officer 17336.02100\7015627.20 53 Pagel of53 General Counsel to Orange County Transportation Authority OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A EXHIBIT A ORCOA OCTA RCTC CUSA Operating Agreement JOINT STATEMENT OF WORK FOR 91 EXPRESS LANES A1 • • • • • • A2 OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A DESCRIPTION OF 91 EXPRESS LANES OPERATION The 91 Express Lanes is made up of two segments located in Orange and Riverside Counties. The existing segment is a four-lane, 10-mile toll facility extending from State Route 55 on the west to the Orange/Riverside County line on the east; and a new four- lane, 8-mile segment extending east from the Orange/Riverside County line to the 1-15 interchange with a 2-mile direct-connect flyover to the southbound 1-15. Authorized as one of four public-private toll road projects by the State of California legislature in 1989 under Assembly Bill 680, the initial facility was built at a cost of $135 million and opened in 1995 by the California Private Transportation Company (CPTC). Included in the original franchise agreement between CPTC and the State of California Department of Transportation (Caltrans) was a "non-compete" clause. This provision created a zone of absolute protection extending 1.5 miles either side of the centerline of the Riverside Freeway/State Route 91 (SR-91). In this zone, capacity improvements were restricted for 30 years in order to satisfy bondholder requirements for a secure revenue stream. This created mobility problems as the region and corresponding transportation demands continued to grow. The non-compete became a roadblock to making improvements. To eliminate this roadblock, the Orange County Transportation Authority (OCTA) purchased the 91 Express Lanes from CPTC in 2003 for $207.5 million using $72.5 million in cash from internal reserves and by assuming $135 million in taxable bonds. In May 2003, the OCTA Board of Directors underscored its commitment to mobility by endorsing a policy allowing 91 Express Lanes users with three or more persons per vehicle to ride free, except for "super-peak" hours, Monday through Friday, eastbound between 4 p.m. to 6 p.m. where they pay 50 percent of the posted toll rate. The OCTA Board of Directors also approved a "congestion management" toll pricing policy in July 2003. The objective was to use pricing to optimize the number of vehicles that can safely travel on the toll road at free-flow speeds during all hours, including peak hours. The offer to customers was a safe, fast, reliable commute. In November 2003, the OCTA refinanced the 91 Express Lanes taxable bonds. With the refinancing, OCTA became the only single-asset toll road agency in the country to receive a single "A" bond rating. A3 • • • • • • OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A IN-LANE TECHNOLOGY AND OPERATIONS In 2010, the OCTA completed an upgrade of the in-lane software and hardware systems which counts and recognizes vehicles traveling through the Orange County portion of the Express Lanes. The Electronic Toll and Traffic Management system in place today includes state of the art color and infrared cameras to identify vehicles in a wide range of climatic and lighting conditions. The cameras also support optical character reading of license plates. Vehicles and motorcycles, which were previously undetectable, are now captured in digital images. Over 99 percent of all vehicles going through the Express Lanes are recognized, resulting in enforcement activities being significantly more accurate and efficient. RCTC intends to install a system that meets the same functionality for the Riverside County portion of the Express Lanes. There are approximately 9,000 channelizers on the Orange County portion of the 91 Express Lanes, which separate the toll lanes from the adjacent general-purpose lanes. The Riverside County portion of the 91 Express Lanes will include approximately 9,000 additional channelizers used for the same lane-separation purpose. Every third Sunday, Caltrans performs routine maintenance, consisting of sweeping, replacement of channelizers and other repairs on the 91 Express Lanes. This schedule will continue for both portions of the 91 Express Lanes. Ongoing operations include the Customer Assistance Specialist (CAS). These specialists assist stranded 91 Express Lanes customers by changing tires, providing gas and getting stalled cars moving or safely off the road. CAS historically responds to an average of 100 calls per month. It is anticipated that service calls will increase when both portions of the 91 Express Lanes are in full operation. The CAS is a key part of incident management to keep the traffic flowing and improve customer safety. ANAHEIM AND CORONA FACILITIES The current Anaheim and Corona facilities are described in the Operation Statistics Attachment (3) . A4 INTRODUCTION 1-1 GENERAL -OVERVIEW OF SCOPE OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A The Agreement, including this Statement of Work, describes OCT A and RCTC requirements for the 91 Express lanes joint operation. The services described herein are intended to ensure efficient toll collection operation; sound financial accounting of revenues and resources; good stewardship and management of each AGENCY'S assets; promotion of a safe environment for motorists; responsive and courteous customer service; and other relative services that are in the best interest of the AGENCIES. The· AGENCIES will provide direct staffing to the 91 Express Lanes. In addition, the AGENCIES provide indirect resources from diverse areas such as telecommunications, customer relations, marketing, accounting, media relations, legal, procurement, planning, and engineering. THe AGENCIES also have existing contracts with the following firms and will continue to hold such contracts: • California Highway Patrol -conducts enforcement and direct response service for incident management • State of California, Department of Transportation {Caltrans) -provides monthly, routine roadway maintenance such as replacement of channelizers, sweeping, debris removal, general clean up • 3M-electronic toll collection {ETC) system integrator; provides ongoing ETC systems maintenance support • Stantec Associates -provides traffic and revenue forecasting and analysis • Delcan Corporation -provides maintenance/support and software license renewals of the video surveillance system • Brentwood Corporation -currently provides maintenance support for on-road information and price signs. This contractor may change in the future with a new sign contract. Effective July 1, 2011, CONTRACTOR implemented a new back-office Revenue and Account Management System (RAMS) for the Orange County portion of the 91 Express Lanes. The new system will be modified separately to accommodate the Riverside County portion of the 91 Express Lanes in accordance with the requirements of this Statement of Work. The purpose of this Statement of Work is to set forth the requirements for the CONTRACTOR to provide the services required to manage and operate each AGENCY'S AS • • • • • • OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A existing and future 91 Express Lanes. The contract scope is segmented into three functional areas including: A) Program Management and Administration including Information Systems Technology and Telecommunications; B) Customer Service, Violations Enforcement, Processing; and C) Toll Plaza Operations, In-Lane Equipment Maintenance Monitoring and Traffic Operations Center. 1-2 PERFORMANCE AND QUALITY CRITERIA 1-2.1 Performance Measurement Requirements The level of performance required by the AGENCIES and provided by the CONTRACTOR shall conform to the Performance Standards, in Attachment (1). The AGENCIES and CONTRACTOR shall jointly establish performance measurements. CONTRACTOR shall report actual performance compared to performance measurements on a monthly, quarterly and annual basis. Deviations from performance standards shall be explained and justified. The AGENCIES and CONTRACTOR may mutually agree to periodically change such performance measurements. 1-2.2 Quality Criteria The CONTRACTOR shall, at all times throughout the term of the contract, provide qualified management, technical, professional and clerical personnel to perform the duties and responsibilities assigned under the terms of the contract and this Statement of Work. Such services shall be provided and performed in accordance with all applicable laws, rules, regulations, ordinances and policies of both AGENCIES and in accordance with the guidelines, plans and procedures prepared by the CONTRACTOR and approved by the AGENCIES in accordance with this Statement of Work as supplemented and amended from time to time. 1-3 KEY CONTRACTOR STAFF The AGENCIES require the CONTRACTOR to provide full-time, dedicated staff to manage the project. The CONTRACTOR shall identify backup personnel in the absence of the key staff. The following positions are identified as required key staff: A6 • 1 Program Manager • 1 Accounting Manager OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A • 1 Manager of Information Systems and Telecommunications • 1 Manager of Customer Service Center and Processing • 1 Customer Service Center Manager • 1 Processing Manager • 1 Operations Manager The CONTRACTOR must obtain the AGENCIES' written approval (via electronic mail or memo) of any proposed changes to assigned key staff as further set forth in Article 6 of the Terms and Conditions of the Agreement. Any vacancy in a key staff position shall be filled within 30 calendar days unless a longer period is approved by the AGENCIES, and suspension of any performance measures related to the filling of positions shall not exceed 30 days, unless a longer period is approved by the AGENCIES. 1-4 OPERATIONS REQUIREMENTS The CONTRACTOR will operate one back office system for managing the addition of customer accounts, maintenance of those accounts and processing financial transactions on behalf of the AGENCIES. Further, one violations process will be in effect unless legal jurisdictional requirements dictate that each AGENCY be represented in their respective judicial districts. OCTA and RCTC will endeavor to operate under business rules and processes that are as similar as possible in the interest of efficiency of operations, and to minimize operational costs and customer confusion. Notwithstanding the foregoing, if required by the Cooperative Agreement, the AGENCIES shall use the same business rules and operating rules. The existing customer service center will continue to serve the customers of the 91 Express Lanes. The CONTRACTOR shall perform all aspects of the core services in the three functional areas as outlined below and further defined herein. A) Program Management and Administration, Information Systems Technology and Telecommunications A-1 Overview o Staff Qualifications o Workforce Management o Office Space & Equipment o Required Key Personnel A7 • • • • OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A 0 Program Management Plan A-2 General Business Administration o Annual Budget and Work Plan o Human Resources Management o Policies and Procedures o Training o Office I Inventory Management o Facilities Maintenance Coordination o Oversight of Capital Fixed Assets and Capital Improvements o Contract Administration o Third Party Suppliers and Vendors o Insurance I Risk Management Activities o Safeguarding of Assets o Documentation o FASTRAK Services Including Title 21 Interoperability o Validating Interoperability Transactions o Traffic and Revenue and Operations Analysis and Reporting I Reconciliation o Toll Adjustment Implementation o Coordination with the AGENCIES o Meetings, Tours, Media Briefings o External Agencies Compliance A-3 Quality Control -Development, Assurance, Reporting o Quality Control o Disaster Recovery/ Emergency Preparedness o Safety o Security and Investigations o Discrepancy Reporting o Reporting and Documentation A-4 Information Systems Technology & Telecommunications o Description of Information Technology Environment o Major Information Systems o AGENCIES' Provisions o CONTRACTOR's Responsibilities A-5 Accounting and Financial Reporting o Accounts Payable o Interoperability AB o General Ledger o Reconciliation o Fixed Assets OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A o Reporting Requirements ·A-6 Other o Photographers o Other Duties as Requested B) Customer Service, Violations Enforcement and Processing B-1 Overview o Administration o Locations o Hours of Operation o Ownership of Systems and Data o Document Control o Customer Information o Public Communications B-2 Staffing o Required Key Personnel o Staffing Requirements B-3 Customer Service Center Requirements I Responsibilities o Daily Functional Requirements/ Responsibilities o Account Management B-4 Revenue Management I Revenue Collection o Money Handling, Counting and Storage o Credit Card Processing B-5 Customer Communications o Customer Walk-ins o Call Center and Voice Response System o Voice Broadcast B-6 Mail Processing o Incoming Mail o Scanning o Workflow Process o Outgoing Mail A9 • • • • B-7 OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A Violations Enforcement I Processing I Collections o Overview o Toll Evasion Legislation o Image Processing o OMV Look-up o Violation Notice Processing o Administrative Review o Payment Processing o Collections and OMV Registration Holds B-8 Transponder Management o Transponder Ordering o Receipt, Identification and Inventory o Transponder Fulfillment o Transponder Status Update o Transponder Returns o Transponder Security o Transponder Warranty Management C) Toll Plaza, In-Lane and Traffic Operations Center C-1 Staffing o Required Key Personnel C-2 Toll Operations o Toll Collection Operations o Toll Lane Operations o Toll System Performance Monitoring C-3 Routine Operation and Maintenance Overview o Routine Operation and Maintenance o Asset Maintenance, Schedules, Documentation and Record Keeping o Spare Components and Parts o Maintenance Equipment o Accident I Incident Reporting o Coordination With California Highway Patrol, DMV, Caltrans and Other State/Local Agencies o Facilities Maintenance and Reporting C-4 Traffic Operations A10 OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A o Emergency Services Coordination o Traffic Incident Management o Traffic Control C-5 Customer Assistance Specialist {CAS) o Uniforms o Transportation and Vehicles 1-5 CHANGE ORDERS The AGENCIES either individually or collectively may from time to time request that CONTRACTOR perform services other than those specified in the Agreement. Such request, including any required notice to the other AGENCY, shall be made in accordance with Article 14 of the Terms and Conditions of the Agreement. CONTRACTOR shall submit a change order for such extra services specifying staff assigned, estimated hours, cost and anticipated schedule. The relevant AGENCY, or both AGENCIES, as applicable, shall review and if accepted, approve such change orders. Except as otherwise provided in Article 14(0) or Article 14{F) of the Terms and Conditions of the Agreement, CONTRACTOR shall begin work upon issuance by AGENCIES or AGENCY of Notice to Proceed. 1-6 END OF CONTRACT TRANSITION The CONTRACTOR acknowledges that the service provided under the terms of the Agreement and this Statement of Work is vital to the AGENCIES and must be continued without interruption. Upon expiration of the Agreement, a successor {the AGENCIES or a new Operations CONTRACTOR) may be responsible for providing these services. The CONTRACTOR agrees to exercise its best efforts and cooperation to affect an orderly and efficient transition to a successor. Upon the AGENCIES written notice, the CONTRACTOR shall furnish transition services during the last 180 days of the Term of the Agreement. The CONTRACTOR shall develop with the successor CONTRACTOR or the AGENCIES staff, a Agreement Transition Plan describing the nature and extent of transition services required for each facility. This Agreement Transition Plan and dates for transferring responsibilities for each division of Work shall be submitted within 30 days of such Notice. Upon completion of AGENCIES' review, all parties will meet and resolve any additional requirements/differences. The CONTRACTOR shall provide sufficient 91 Express Lanes experienced personnel in each division of Work during the entire transition period to ensure that the services are maintained at the level of proficiency required by the Agreement. The CONTRACTOR shall provide sufficient staff to help the successor maintain the continuity and consistency of the services required by this Statement of Work. The A11 • • • • OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A CONTRACTOR shall allow the successor to conduct on-site interviews with the employees. 1-7 AUDITS The AGENCIES will require a variety of audits during the Agreement Term. The CONTRACTOR will be required to cooperate fully and in a timely manner with audits. The CONTRACTOR will bear the cost of its own audits (conducted by the CONTRACTOR's independent auditors for the purposes of issuing periodic and annual financial statements for the CONTRACTOR). The AGENCIES reserve the right to conduct announced and unannounced audits of selected aspects of the CONTRACTOR's operations in support of the 91 Express Lanes. These audits may include the following activities: • Reviews of internal controls and other processes • Verification of revenue and cost data • Verification of interoperability data and reports • Information Technology • Facility inspections • Reviews of customer accounts • Security reviews • Fixed Assets audits • PCl/DSS compliance • Any other activity which shall reasonably be required to protect the AGENCIES' assets, the 91 Express Lanes and the interest of the 91 Express Lanes customers. The AGENCIES will not make unreasonable demands on the CONTRACTOR in respect to the above and will give ample notice when practicable. To the extent feasible audits will be commissioned jointly by the AGENCIES to minimize the costs and operator impact of separate audits and audit personnel. 1-7.1 Financial Audits Separate annual financial audits will be performed by each AGENCY. The AGENCIES will attempt to coordinate operational audits to minimize repetition. 1-7.2 Processing Control Audits In order for the AGENCIES' auditors to perform risk assessment procedures and to assess the risk of material misstatement of financial statement assertions affected by A12 OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A the CONTRACTOR's system, the CONTRACTOR shall engage an independent accounting firm to prepare a Service Organizational Control (SOC) 1, Type 2 report. The SOC 1, Type 2 report shall examine and report on the CONTRACTOR's controls that are likely to be relevant to an audit of the AGENCIES' financial statements. The SOC 1, Type 2 report shall be provided to the AGENCIES one year after Actual Opening Date and an update shall be prepared and provided to the AGENCIES every 2 years thereafter. If there is a material change to the CONTRACTOR'S operations, the CONTRACTOR shall update the initial SOC 1, Type 2 to and include it on the update to ensure the CONTRACTOR is in compliance with the Statement of Standards for Attestation Engagements (SSAE) No. 16 attestation standards. A13 • • • • • • A14 OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 • EXHIBIT A Area A Program Management, Administration, Information Systems Technology and Telecommunications Services A15 • • • • A-1 OVERVIEW A-1.1 Staff Qualifications OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A The CONTRACTOR's staff is required to perform the duties as stated in their individual job descriptions and conduct themselves in a courteous, orderly and professional manner while interacting with the AGENCIES and the public. The CONTRACTOR's employees shall not behave or act in any way that is prejudicial to good order, morale, or discipline, which will reflect negatively upon the AGENCIES; or which will adversely affect each AGENCY'S interest or those of the public. A-1.2 Workforce Management The CONTRACTOR shall exercise and implement all feasible and business-like efforts to retain quality personnel to maintain maximum continuity of staffing throughout the Agreement Term. The AGENCIES expect the CONTRACTOR to employ best business practices in recruiting, training, supervising and evaluating staff to maintain high moral and productivity of its workforce. Any changes to the services provided which may affect the staffing levels assigned will be discussed by both parties prior to implementation and must be approved by the AGENCIES . A-1.3 Office Space & Equipment The AGENCIES will provide the CONTRACTOR with office space and equipment for the Administrative Headquarters Facility (AHF) in Anaheim. The CONTRACTOR shall be responsible for furnishing general office supplies, postage, incidentals and day-to-day operating expenses to efficiently manage and perform all tasks and activities associated with the Agreement. Only the Agencies' business will be conducted at these facilities unless specifically approved in writing by the General Manager of each AGENCY or their designated representatives. For equipment, upon AGENCIES approval, CONTRACTOR shall issue a Purchase Order to vendor and remit invoice to the AGENCIES as described in Section AS-1, Accounts Payable. The CONTRACTOR shall install and configure all PC-based workstations at the Anaheim office, Corona Service Center, Traffic Operations Center, in the Toll Plaza and all PC- based workstations dedicated to 91 Express Lanes operations. The PC Workstation processing environment shall provide for broad-based software support. In addition, the CONTRACTOR shall have limited access to each AGENCY'S enterprise accounting system; OCTA's Integrated Financial and Administrative Solution (IFAS) accounting system, and RCTC's EDEN financial accounting system. A16 OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A The CONTRACTOR shall maintain the software licensing and an inventory of the software licenses for the 91 Express lanes on behalf of the AGENCIES. All reports and documentation shall be developed, processed, maintained, and distributed via this PC processing environment and/or network, and shall be subject to review and approval by the AGENCIES. CONTRACTOR shall grant access privileges only to personnel authorized to make updates to sensitive data as a part of their regular duties. A-1.4 Required Key Personnel The AGENCIES view the program management, administration and information systems technology functions of the 91 Express Lanes as critical, and, as such, requires, at a minimum, the following fully dedicated, full time, on-site personnel for the project: A Program Manager -project lead, responsible for overall operations, controls and coordination with AGENCIES. The Program Manager shall have the authority and responsibility to direct all activities conducted by the CONTRACTOR. An Accounting Manager -responsible for reconciling cash and credit card accounts, preparing monthly journal entries, preparing and reviewing exception reports, preparing and entering accounts payable transactions, validation of transponder inventory counts, developing and implementing internal control procedures, and coordinating all fiscally related issues with each AGENCY'S designated accounting staff. A Information Systems and Telecommunications Manager -responsible for all information technology and telecommunications functions including data center management, database management, network administration, compliance with PCl/DSS and AGENCIES' security requirements and coordination with other agencies' interoperability, IT vendors and the AGENCIES. Replacement of any required key personnel identified in this Statement of Work shall be approved by the AGENCIES. Such approval shall not be unreasonably withheld. A-1.5 Program Management Plan The CONTRACTOR shall manage its operations in accordance with a Program Management Plan, to be approved by the AGENCIES. The Program Management Plan shall include: • A description of the management and organization of the program, an organization chart, identification of key personnel and their responsibilities A17 • • • • • • OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A and identification of the resources to be used in fulfilling the requirements of the Agreement. • A description of the planning and reporting methods to be utilized, both for use within the CONTRACTOR's staff and externally to the AGENCIES. This includes a Performance Measurement Plan. • How day-to-day operations, general issues, and problems will be communicated to the AGENCIES. • How the project schedule and performance will be reported and tracked for transition and development activities. The Program Management Plan and its components shall be updated and submitted when its content is revised or additional detail becomes available. The CONTRACTOR shall periodically provide an updated organization chart detailing the current number of full-time equivalents (FTE) resources used by the various functional areas. A-2 GENERAL BUSINESS ADMINISTRATION A-2.1 Annual Budget and Work Plan The CONTRACTOR shall submit an Annual Operations Budget and Capital Request to the AGENCIES. The AGENCIES' Operations Budgets should reflect any modifications or individual AGENCY budget items that CONTRACTOR believes are possible and necessary to ensure appropriate operation of the 91 Express lanes. The Capital Budget should include asset acquisitions/improvements, which the CONTRACTOR believes are necessary and productive for the continued operation of the 91 Express Lanes. In addition, any separate agency budget items should be identified. Budgets shall be submitted to the AGENCIES by December 31 of each year for the following fiscal year's budget. Final Budget approval will be provided to the CONTRACTOR by the AGENCIES as soon as possible after each AGENCY'S Board approval, but no later than July 1 representing the beginning of the fiscal year. The AGENCIES retain full authority to act in part or in totality on these requests as approved by their respective Boards. Any items approved by one AGENCY, and not approved by the other will be deemed unapproved for both for systems and infrastructure that is common for both AGENCIES. A-2.2 Human Resources Management The CONTRACTOR shall develop, implement and manage the Human Resources Policies and Procedures. The Human Resources Policies and Procedures shall include a screening process for all potential employees assigned to the project. This process shall include A18 OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A any drug testing program consistent with any such program adopted by the AGENCIES, and a background check conducted for and in each state of residence during the past five (5) years to exclude individuals with criminal records or backgrounds that could jeopardize the CONTRACTOR' s ability to properly provide the specified services and the safety of the public. Drivers license record checks will be conducted annually for CONTRACTOR employees who operate a vehicle covered by the Agreement. The safe and proper handling of AGENCIES revenues by the CONTRACTOR's personnel shall be the focus of the screening process. A-2.3 Policies and Procedures The CONTRACTOR shall maintain a hard copy and electronic version of Policies and Procedures, which shall include and cover all processes of every kind and nature necessary for the performance of the Work as specified in the Agreement. The Policies and Procedures shall contain methods for coordination among the CONTRACTOR, the AGENCIES, and any other parties with whom the AGENCIES have a business relationship or to whom the AGENCIES have awarded a contract. The CONTRACTOR shall reflect in the Policies and Procedures the processes, plans and other forms of reports, all as are required by this Agreement, unless otherwise directed by the AGENCIES. The CONTRACTOR shall also prepare and submit to the AGENCIES for approval, material modifications and updates to the Policies and Procedures for all work associated with future services. Policies and Procedures identified for each functional area include: • Administration • Human Resources Management • Training • Quality Control • Disaster Recovery I Business Resumption Plan • Toll Operations • Violation Processing • Interoperability • Customer Service • Accounting • Security and Investigations • Customer Assistance Specialist (CAS) • Incident Management • Safety Program • Customer Account Management • Information Technology • Traffic Operations Center A19 • • • • • • • Lane Maintenance • Variable Message Sign Management • Coordination with CHP and Caltrans A-2.4 Training OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A The CONTRACTOR shall define the training necessary so that personnel are knowledgeable and competent in all aspects of their jobs. The CONTRACTOR shall incorporate into these materials employee orientation programs; training procedures for all personnel in performance of their duties; specialized training, such as safety, customer service, computer systems, etc.; and other training required for compliance with the requirements of the Agreement. All training materials/records acquired or developed by the CONTRACTOR shall be the property of the AGENCIES. The CONTRACTOR shall obtain any licenses or rights acquired for training materials exclusively in the name of the AGENCIES. A-2.5 Office / Inventory Management The CONTRACTOR shall manage all fixtures, furniture, equipment and supplies and other personal property comprising the project. In addition, the CONTRACTOR shall provide for the office supplies, postage and incidentals, as well as customer correspondence/letterhead and operations materials required for the operation. The CONTRACTOR will assist the AGENCIES in maintaining an annual inventory of all AGENCY-owned assets and will serve as the 91 Express Lanes fixed asset custodian. A-2.6 Facilities Maintenance Coordination The CONTRACTOR shall coordinate the maintenance of the facilities, including the Orange County portion of the 91 Express Lanes, the Riverside County portion of the 91 Express lanes, the Anaheim Headquarters, the Corona Customer Service Center (CSC), data centers, air conditioning system, UPS, generators, lnergen fire suppression system and toll plazas located within the joint facility. The AGENCIES will maintain the Corona CSC generator, the NC for the data center and Traffic Operations Center (TOC) and the lnergen fire suppression system for the TOC, Expenses Responsibilities. A-2.7 Oversight of Capital Fixed Assets and Capital Improvements The CONTRACTOR shall analyze, recommend and monitor scheduled major maintenance program items. In addition, the CONTRACTOR shall manage the maintenance and A20 OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A replacement of all fixed assets, including vehicles, building and office equipment, computers and related equipment. A-2.8 Contract Administration The CONTRACTOR shall administer contracts in accordance with guidelines provided to them by the AGENCIES. A-2.9 Third Party Suppliers and Vendors The CONTRACTOR shall assist and advise on the selection of third-party suppliers and vendors, the preparation of requests for proposals and evaluation of proposals received as requested by the AGENCIES A-2.10 Insurance I Risk Management Activities The CONTRACTOR shall assist the AGENCIES by cooperating with the respective AGENCY management of insurance recoveries for property damage or loss of business income from incidents on the 91 Express Lanes or adjacent general-purpose lanes, which result in lane closures on the 91 Express Lanes. In addition, the CONTRACTOR will assist with general risk management activities including gathering the information to fill the subrogation claims, supplying information for accident investigations and responding to subpoenas and insurance claims as requested by the AGENCIES. A-2.11 Safeguarding of Assets The CONTRACTOR shall be responsible for the safeguarding of all assets purchased by the AGENCIES for the CONTRACTOR's use. These activities include tracking and securely storing all business and financial equipment and FASTRAK transponders. A-2.12 Documentation The CONTRACTOR shall be responsible for the development and the maintenance of documentation(s) throughout the term of the Agreement. As government agencies, the AGENCIES are subject to the Freedom of Information Act and/or The Public Records Act. Any requests for records made by the public must be submitted to the respective AGENCIES' 91 Express Lanes General Manager for review. Regarding documentation the CONTRACTOR develops for the AGENCIES in the course of this agreement which is deemed to be of a confidential and/or proprietary nature by the CONTRACTOR; it is the CONTRACTOR's responsibility to visibly mark each and every page of such documentation as "Confidential". A-2.12.1 Documentation Format Requirements A21 • • • • • • OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A The CONTRACTOR shall provide all documents to the AGENCIES in an electronic format (Microsoft Office or Adobe Acrobat) compatible with the AGENCIES' information systems as published in the AGENCIES' Information Systems Standards. A-2.12.2 Document Control The CONTRACTOR shall develop a comprehensive electronic document control plan and system to meet the requirements of the Agreement and the Policies and Procedures. All documentation, electronic and otherwise, developed by the CONTRACTOR to support routine operations shall be the property of the AGENCIES. The CONTRACTOR shall maintain an inventory of such documentation and shall be subject to periodic audit by the AGENCIES. The AGENCIES shall have the right to review and approve the document control plan and system. A-2.12.3 Document Submittal Schedule, Approval and Maintenance The CONTRACTOR shall maintain a detailed schedule for all document submittals. The schedule shall identify all Agreement document deliverables with associated submittal dates required by the AGENCIES for each AGENCIES review . The CONTRACTOR shall maintain a complete library for the AGENCIES (Policies and Procedures, contracts, budgets, invoices, etc.) of all approved project documentation. All documents will be the property of the AGENCIES. The CONTRACTOR shall provide complete security and confidentiality for all data and information. A-2.13 FASTRAK Services including Title 21 Interoperability Activities The CONTRACTOR shall administer toll collection from the California Toll Operators Committee (CTOC) agencies using transponder, license plate reads, electronic file exchange and transfer or other approved methods. The CONTRACTOR shall analyze, recommend and as directed, implement interoperability improvements. A-2.14 Validating Interoperability Transactions The CONTRACTOR shall provide for the timely, reliable and accountable exchange of information among participating CTOC agencies. At a minimum, the CONTRACTOR shall process the settlement of reciprocal transactions as follows: A22 OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A • Reconcile files transmitted from CTOC agencies to the 91 Express Lanes' back office/account management system reports to validate the transactions. All discrepancies shall be reviewed. • Notify AGENCIES' respective Accounting Departments of the amounts due from the Issuing Agencies on a regularly scheduled basis. A-2.15 Traffic and Revenue and Operations Analysis and Reporting I Reconciliation The CONTRACTOR shall generate routine and ad hoc management reports and supporting data showing trends in traffic, revenue and operations analysis, as well as anomalies and explanations of such anomalies and other analysis as directed by the AGENCIES. Such report shall, at a minimum, include weekly, monthly and annual reports of trip and revenue statistics, weekday peak-hour global demand, weekday peak-hour traffic and weekday peak volumes for determining toll adjustments. The CONTRACTOR shall accurately process all vehicles and transactions in all lanes in the system subject to the capability of the system. The CONTRACTOR shall take all steps necessary to avoid and eliminate unverified and unrecognized transactions. The CONTRACTOR shall provide the AGENCIES with daily deposit and audit reports, or other reports as requested by the AGENCIES. The CONTRACTOR shall, to the extent reasonably possible, provide, on a weekly basis unless otherwise required by the AGENCIES, the financial reports necessary for traffic and revenue reconciliation, including, without limitation, the following documented reconciliation activities and data: • Reconciliation of vehicle count to toll revenue • Reconciliation of potential toll revenue to actual toll revenue collected and recorded Toll Revenue Allocations to the AGENCIES will be as specified in Attachment {2), Revenue Allocations A-2.16 Toll Adjustment Implementation The CONTRACTOR shall produce a weekday peak and non-peak volumes report for determining toll adjustments and review the toll adjustments for accuracy as requested by the AGENCIES. The CONTRACTOR shall implement toll schedule adjustments as directed by the AGENCIES. The administrative work required to implement the adjustments shall be the CONTRACTOR's responsibility. These responsibilities include making the appropriate A23 • • • • • • OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A changes to the back office/account management system, posting notices of the toll adjustments on the variable message signs, sending e-mail blasts of the newsletters and/or banner ads provided by the AGENCIES to the customers, and coordinating with the AGENCIES to post updates on the 91 Express Lanes' website. A-2.17 Coordination with the AGENCIES The CONTRACTOR shall: • Prepare weekly operating results reports • Maintain computer network connectivity with the AGENCIES, with technology and equipment provided by the AGENCIES providing such network connectivity is adequate. Respond to ad hoc information requests that the AGENCIES may present • Attend a scheduled weekly operations meeting with the AGENCIES • Advise the designated AGENCIES staff immediately in the event of any significant incident or contact by the press or public official • Allow the AGENCIES to visit and observe operations at any time, without prior notice . A-2.18 Meetings, Tours, Media Briefings The CONTRACTOR shall attend and participate in a technical support role, as requested, by the AGENCIES respective General Manager of the 91 Express Lanes, or other personnel as designated by the AGENCIES at: • AGENCY Board of Directors Meetings and Committee Meetings • State Route 91 Advisory Committee Meetings • Interoperability I California Toll Operators Committee meetings • Tours for Public and Private Enterprises as requested by the AGENCIES • Media Briefings • Attend other meetings with or for the AGENCIES as requested. A-2.19 External Agencies Compliance The CONTRACTOR shall administer day-to-day compliance on behalf of OCTA with the State of California, Department of Transportation (Caltrans) Franchise Agreement. Included in such responsibilities is submitting the average vehicle occupancy counts per the Caltrans Franchise Agreement, as well as the Southern California Association of Government Memorandum of Understanding. In addition, the CONTRACTOR shall assist OCTA in preparing other reports required under the Caltrans Franchise Agreement . A24 OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A A-3 QUALITY CONTROL -DEVELOPMENT, ASSURANCE, REPORTING A-3.1 Quality Control The CONTRACTOR shall develop, implement, and maintain a Quality Control Policies and Procedures that the CONTRACTOR shall utilize to maintain quality Work and to adhere to the Agreement and performance criteria throughout the term of the Agreement. The Quality Control Policies and Procedures shall cover all documentation, including without limitation budgets and reports as required by this Agreement. A-3.2 Disaster Recovery / Emergency Preparedness The CONTRACTOR shall develop a Disaster Recovery / Business Resumption Plan to maintain operations and Facilities in the event of disasters or emergencies, which shall be coordinated with emergency plans of the AGENCIES. If approved and budgeted for implementation by AGENCIES, CONTRACTOR shall implement and maintain the approved plan. The CONTRACTOR shall develop and maintain an incident response plan that includes annual testing, assigned personnel available on a 24/7 basis to respond to critical incidents and security breach response training for key personnel. The CONTRACTOR shall maintain Toll operations at the AGENCIES' discretion during all emergencies including fire, accident, and rescue operations, strike, civil disturbances, natural disasters, and military contingency operations unless the personal safety of CONTRACTOR personnel is at risk. A-3.3 Safety The CONTRACTOR shall coordinate with the AGENCIES' Safety personnel to develop and maintain a Safety Policies and Procedures in accordance with all applicable federal, state and local laws, codes and regulations, industry standards and manufacturer's recommendations, and that all employees, Subcontractors and Vendors comply with the Safety Plan. The CONTRACTOR shall conduct periodic inspections of all Facilities to determine items needing repair and/or replacement, safety hazards, fire & accident possibilities, security conditions, and other possible hazards in conjunction with each AGENCY'S staff, and will immediately report any safety hazard to the respective AGENCY. A25 • • • A-3.4 Security and Investigations OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A The CONTRACTOR shall maintain a Security and Investigations Policies and Procedures. The CONTRACTOR shall provide full time security monitoring for all Express Lane facilities including the safety and security of staff, physical structures and equipments. The CONTRACTOR shall provide and maintain complete and strict security for all operating funds, collected cash, checks, and credit card receipts from the point of collection through transfer of funds to the AGENCIES' armored carrier services. The CONTRACTOR shall advise each Agency of security issues as they are identified. The CONTRACTOR shall be responsible for all combination changes of safes. All combinations will be given to the AGENCIES in a sealed envelope for storage in the AGENCIES' safe, and used only for emergency purposes. Re-keying of any lock will be accomplished by a Work Request to the AGENCIES. Locks shall be re-keyed and combinations changed as directed by the AGENCIES or when the CONTRACTOR has reason to believe there may be a security issue. If re-keying is made necessary by the acts of CONTRACTOR personnel, CONTRACTOR will pay for the cost of re-keying. The CONTRACTOR shall develop, implement and maintain a security policy that addresses all PCl/DSS requirements and operational security procedures including daily review of all logs from servers, routers, firewalls, intrusion detection system, and security appliances. In instances where CONTRACTOR's recommendations are n.ot approved by the AGENCIES, the CONTRACTOR will implement best-effort compensating controls. The CONTRACTOR shall conduct and document investigations into incidents of theft, fraud, and activities of a suspicious nature by its staff, Subcontractors, consultants or agents. All reports of investigations shall be promptly forwarded to the AGENCIES for review. The CONTRACTOR shall cause its investigators to cooperate with AGENCIES' representatives and all law enforcement personnel during any investigation. A-3.5 Discrepancy Reporting The CONTRACTOR shall be responsible for the timely reporting to the AGENCIES of any discrepancies and/or unusual circumstances involving loss of revenue within the CONTRACTOR's area of responsibility. The CONTRACTOR shall investigate and provide a report to the AGENCIES. The discrepancy reports shall include estimates of revenue lost due to such occurrences. A26 A-3.6 Reporting and Documentation OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A All audits, including inventory audits, vault audits, etc., will be maintained in a shared drive that can be accessed as needed. Daily, monthly and periodic audits will be provided to the AGENCIES. A-4 INFORMATION SYSTEMS TECHNOLOGY & TELECOMMUNICATIONS The CONTRACTOR shall be responsible for providing and managing the work force to effectively and competently operate and maintain the information technology, data, and telecommunication assets provided to the CONTRACTOR by the AGENCIES as required to support the 91 Express Lanes joint operations, management and administration functions described within this Statement of Work. The CONTRACTOR shall be capable and responsible for adapting to evolutions in the technology and telecommunications assets. The CONTRACTOR is responsible for all training and certifications required to effectively and competently operate and maintain such assets. The CONTRACTOR shall further be responsible for strategic planning to meet future needs. The CONTRACTOR shall include appropriate AGENCIES' representatives in the planning process. The CONTRACTOR shall coordinate , with the AGENCIES in the completion of the self-assessment questionnaire which will be one report signed by the CONTRACTOR to be used by both AGENCIES and will provide other related documentation in order to achieve PCl/DSS compliance for the 91 Express Lanes joint operations. A-4.lDescription of Information Technology Environment With the exception of the Revenue and Account Management System (RAMS), the Information Technology (IT) hardware and software assets that currently form the computing and telecommunications environment are the property of the AGENCIES and shall be part of the joint operation of the 91 Express Lanes to be managed, operated and maintained by the CONTRACTOR. The current operation is characterized as a predominantly Microsoft Windows environment. Two Windows network domains exist. One services the back and front office, while the second services the in-lane Electronic Toll and Traffic Management (ETIM) System. The CONTRACTOR provides a back-office system in the Microsoft Windows, or other appropriate environment, specifically designed for the 91 Express Lanes, that is compatible with and integrates with the existing telephone and ITTM systems. Such back-office system will be modified by CONTRACTOR to accommodate A27 • • • • • • OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A business rule or other changes necessary to support the Riverside portion of the 91 Express Lanes operation. The existing infrastructure supports a primary data center in the Anaheim location, a secondary computing center at the Corona Customer Service Center, and small centers located in each of the two toll plaza booths on the Orange County portion of the Express Lanes. The existing infrastructure will be modified to include two toll plaza booths on the Riverside County portion of the Express Lanes and a toll equipment utility building located on the 1-15 ramps connecting to and from the southbound 1-15. Wide area network connections include those to the sites operated under the scope of the Agreement as well as connections to each AGENCY'S headquarters, the California Department of Motor Vehicles, and the Internet. A-4.2 Major Information Systems Among other systems, there are three major systems supporting the operations of the 91 Express Lanes by the CONTRACTOR. The CONTRACTOR shall be responsible for orchestrating support for these systems via its staff and the resources provided by the AGENCIES . A-4.2.1 Back Office/ Account Management System The CONTRACTOR shall provide the primary back-office system that supports the following core functions: Customer Service Center, Violation Processing, Accounting, interoperability with other agencies in accordance with Rev. G and AGENCIES policy, transaction interface with the IVR and Web, and transaction interface with the in-lane tolling system. The back-office system will interface with a variety of external systems (real-time and batch), and provide robust security (including compliance with PCl/DSS requirements), reporting, and data extract capability. The system will be on a Microsoft platform (Windows 2008 OS or later, SQL Server). User documentation (User Guide, Configuration Guide, Operations Guide, and technical as-built documentation) will be provided to the AGENCIES. The back-office system code will be placed in escrow in accordance with written agreements between the AGENCIES and CONTRACTOR. The CONTRACTOR will maintain and support the software pursuant to the Software Maintenance Agreement, as such agreement will be amended to include the COMMISSION. Joint payment for the full amount due to CONTRACTOR for software maintenance services to be provided under the Software Maintenance Agreement, as such agreement shall be amended, is included in the Monthly Lump Sum Price based on A28 OCT A Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A an estimated annual cost of $731,315 FY 2012/2013 dollars. The Parties acknowledge that this estimate is subject to final agreement on the amendment to the Software Maintenance Agreement, and may require an adjustment to the baselines established in Article 7(K) for the Monthly Lump Sum Price, and/or to COMMISSION's separate Statement of Work. In such case, the AGENCIES agree that OCTA's annual cost for the Software Maintenance Agreement shall not exceed $371,315 FY 2012/2013 dollars. The dollar figures specified in this paragraph are subject to escalation in accordance with Article 7(F) of the Agreement. Each AGENCY shall pay the annual license fee due under the Software License Agreement, as such agreement shall be amended to include the COMMISSION, under the respective AGENCY'S separate Statement of Work and in the amount set forth therein. AGENCY requested changes to the back-office system will be subject to change order provisions. A-4.2.2 Electronic Toll and Traffic Management System -ETTM The ETIM is comprised of the in-lane electronics, computer hardware, and computer software platforms and custom applications responsible for capturing and constructing transactions to be processed by the RAMS back-office system. A-4.2.3 Traffic Operations Center -TOC The TOC is comprised of the following sub-systems: Traffic Management System Variable Message Signs (VMS), Video Surveillance System (VSS -video camera network), and Vehicle Detection System (VOS -ground loop network). A-4.3 AGENCIES' Provisions The AGENCIES shall make provisions for annual maintenance agreements for IT, Telecommunication and on-road cameras and other assets that will be at the disposal of the AGENCIES and CONTRACTOR to facilitate systems' support, operation and maintenance. These agreements are identified during the AGENCIES' annual budget process for the 91 Express Lanes and executed annually. The CONTRACTOR shall work with the AGENCIES to identify the terms of such agreements with the vendor. The CONTRACTOR shall be identified as an agent of the AGENCIES, authorized to leverage these agreements in operating the 91 Express Lanes. A-4.3.1 ETTM System Each AGENCY shall provide for a maintenance agreement with the firm that designed, developed and deployed the ETIM system(s) and licenses its software to the AGENCIES. The agreement shall provide on-site support for the system: 24x7x365 telephone A29 • • • ----------- OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A support; system documentation; on-site and remote technical and troubleshooting support; system monitoring; and modification and enhancement work (with fixed parameters). A-4.3.2 Telecommunications System (Phone System, IVR, Voice Mail} The AGENCIES shall provide for a maintenance agreement with the 91 Express Lanes telecommunications system provider to supply hardware and software support for the telecommunications system operated in the 91 Express Lanes operation. In its current form, the AGENCIES and other third-party provide for extended 24x7x365 telephone support; software and hardware support; on-site hardware repair; advanced parts replacement; remote troubleshooting and emergency loaner service. Any "800" telephone number, telephone numbers with a suffix of " 9191", or other telephone numbers designated by the AGENCIES which are currently assigned to the AGENCIES, shall be the exclusive property of the AGENCIES. At the termination of the Agreement, such telephone numbers shall revert to the AGENCIES or transition to the Successor Operator. A-4.3.3 Video Surveillance System Each AGENCY shall provide for a maintenance agreement with the firm(s) that developed and implemented the video surveillance system. to provide on-site troubleshooting and fault isolation of system failures for equipment located in the Traffic Operations Center, in addition to software support services. A-4.3.4 91 Express Lanes Web-Site The CONTRACTOR shall be responsible for hosting the website as well as providing support and coordination for content updates of the website with the AGENCIES. The CONTRACTOR shall be responsible for the renewals of all domains registered under the 91 Express Lanes, in addition to the renewals of the secured access certification. The CONTRACTOR shall be responsible for integrating the primary back-office system with the 91 Express Lanes website. A link will be provided to ensure RCTC toll facility customers may access the 91 Express Lanes website. The CONTRACTOR shall be responsible for integrating relevant RCTC and OCTA toll pricing and specific customer information into the 91 Express Lanes website. A-4.3.5 Future Systems The AGENCIES, as a practice, provide for annual software maintenance agreements with the appropriate firms for new systems that are deployed during the Agreement terms. A30 A-4.4 CONTRACTOR's Responsibilities A-4.4.1 Server Computer Hardware OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A The CONTRACTOR shall negotiate server maintenance agreements that offer break, fix and technical support on the AGENCIES' server assets used in the operation of the 91 Express Lanes joint facility. The CONTRACTOR shall be responsible for the renewal process of the maintenance agreements. The CONTRACTOR shall have oversight over and be responsible for monitoring vendor compliance with maintenance agreements. AGENCIES shall have final approval over terms, conditions and price of such respective agreements. A-4.4.2 Back Office/Account Management System The CONTRACTOR shall provide maintenance and license agreements for the primary back-office software system. The agreements shall, at a minimum, provide for one on- site, 100% full-time equivalent support for the system; plus 24x7x365 remote monitoring for preventative and corrective maintenance. Additionally, the CONTRACTOR shall provide telephone support; system documentation; on-site and remote technical and troubleshooting support and modification and enhancement work (within fixed parameters). The AGENCIES shall be responsible for the costs of such maintenance and license agreements. A-4.4.3 Camera System The CONTRACTOR shall be responsible for the physical maintenance of the on-road camera system including camera cleaning and parts replacement for the 91 Express Lanes joint facility. The CONTRACTOR shall provide the initial response to troubleshoot any camera or parts malfunction relating to the video surveillance system equipment located outside the Traffic Operations Center. A-4.4.4 Telecommunications The CONTRACTOR shall also negotiate a contract with a report writing company to develop telecommunications reports capable of monitoring system and operator performance. The AGENCIES shall have final approval over terms, conditions and price of the agreement. The CONTRACTOR is also responsible for, but not limited to, the following functions. A31 • • • • • • OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A A-4.4.4.1 Data Center Operations (Anaheim, TOC, CSC and Toll Plaza) • Systems Management • Backup and Recovery • UPS and Generator Management • HVAC Management • Fire Suppression System A-4.4.4.2 Network Operations • Cable Plant • Network Traffic Management • Security -Firewall, VPN Security, PCl/DSS Compliance • Anti-Virus Protection A-4.4.4.3 Disaster Recovery • Recovery plan maintenance • Annual plan testing A-4.4.4.4 Systems Administration • Server Administration • Database Administration • Operating System Administration • Application Administration (Back-office Software, TOC, etc.) • Software patch management • Systems monitoring and log administration • Host Web-Site Server A-4.4.4.5 Security • Data security-control access to/transport of customer data • Off-Site data backup storage • Data center and technology closet access (main and secondary sites) • Compliance with PCl/DSS as approved by the AGENCIES A-4.4.4.6 Documentation • Major system change logs The CONTRACTOR will maintain logs of all changes made to IT assets provided by the AGENCIES and operated and managed by the A32 OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A CONTRACTOR. Audit trails for all critical systems shall be implemented and audit logs reviewed daily. • Server-side software revision and patch level history The CONTRACTOR will maintain logs of all software and patch revision levels on all server based software for those server assets provided by the AGENCIES and operated and managed by the CONTRACTOR. Security patches shall be tested and distributed. • Operating procedures The CONTRACTOR will maintain documentation for critical processing functions, such as Interoperability File Exchange processes. • Server configuration The CONTRACTOR will maintain detailed server configuration documentation for all server assets provided by the AGENCIES and operated and managed by the CONTRACTOR including system access logs and monitoring of PCl/DSS security. A-4.4.4.7 Systems Analysis • Ad-hoc reporting • Data management and archival A-4.4.4.8 Project Management • Planning, budget and schedule control, and communication with each AGENCY's liaison A-4.4.4.9 Help Desk, End-User and Personal Computing Support • Personal computer hardware and software support • Peripheral support (printers, etc.) • Support request tracking and fulfillment as approved by the AGENCIES • Personal computer security, including anti-virus, patching, and data security A-4.4.4.10 Redundancy and Fault Tolerance The CONTRACTOR shall consider, propose, design for and implement redundancy and fault tolerance in future system implementations that are deemed necessary as part of the on-going joint operations of the 91 Express Lanes. A-4.4.4.11 Interoperability File Exchange A33 • • • • • • OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A The CONTRACTOR shall provide for the daily electronic file transfer of toll transactions with other interoperability agencies in accordance with the CTOC technical specifications, or other agreed upon format, for electronic data exchange transfer as of the opening date of the RCTC 91 Express Lanes. A-4.4.4.12 Statement Preparation/ Other File Exchange The CONTRACTOR shall generate electronic files to produce and distribute monthly and quarterly customer statements. On a weekly basis, the CONTRACTOR shall generate a file of delinquent toll violations and a file of negative balance customers to be submitted to the CONTRACTOR's collections agency for collections in accordance with the AGENCIES' policy. A-4.4.4.13 Coordination with Operations Software and Hardware Vendors The CONTRACTOR shall coordinate with the AGENCIES designated operations software and hardware vendors including firms that provide the: • ETTM system • Video Surveillance system • Variable Message Signs • Telecommunications systems A-5. ACCOUNTING AND FINANCIAL REPORTING Eacli AGENCY'S fiscal year ends June 30 for accounting and financial reporting purposes. Within six months of the close of the fiscal year, State law requires each AGENCY to publish a complete set of audited financial statements presented in conformity with Generally Accepted Accounting Principles (GAAP). As a public sector entity, the statements are presented in the form of a Comprehensive Annual Financial Report (CAFR) that complies with statements issued by Governmental Accounting Standards Board (GASB). The audit must be in accordance with auditing standards generally accepted in the United States and the standards applicable to financial audits contained in the Government Auditing Standards, issued by the Comptroller General of the United States. For CAFR purposes, the Toll Road Fund is classified as a "Major Enterprise Fund" and is reported in a separate column in the required financial statements pursuant to GASB Statement 34. Additionally, per the Franchise Agreement, OCTA is required to submit a stand-alone financial statement for the 91 Express Lanes . A34 OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A The AGENCIES will retain responsibility for preparing the CAFR and the stand-alone 91 Express Lanes financial statements. As accountant for the 91 Express Lanes, the CONTRACTOR shall supply internal and external auditors with information and schedules as requested and provide unlimited access to internal and external auditors in order for them to conduct audits in accordance with Governmental Auditing Standards. The Toll Road Enterprise Fund is classified as a "Major" fund for purposes of GASS 34. For the annual audit, the CONTRACTOR shall provide all information requested by auditors that may be necessary to comply with the GASB 34 reporting requirements. i.e.: Management Discussion and Analysis, Statements, Schedules Notes, Required Supplementary Information, Schedules, and Statistical Information. The CONTRACTOR's accounting function includes the following: • Receive, process and submit to each AGENCY for payment, 91 Express Lanes vendor invoices that are not covered by this Statement of Work and the Contractors Expense Responsibilities Attachment (4). • Generate and distribute billings related to interoperability agreements • Monthly reconciliations • Track and report all Fixed Assets • Provide daily and monthly journal entries for each AGENCY in a format determined by the AGENCY. • Provide all information requested by internal and external auditors in accordance with the audit schedule. • Provide ad hoc information to management upon request • Maintain internal controls at a level acceptable to the AGENCIES internal and external auditors A-5.1 Accounts Payable The CONTRACTOR shall receive, process and submit vendor payments related to the 91 Express Lanes to the respective AGENCY for payment. The CONTRACTOR shall provide all information to the AGENCIES necessary to file Forms 1099, to be in compliance with IRS rules and regulations. It shall be the CONTRACTOR's responsibility to resolve vendor and/or AGENCIES' questions/issues regarding vendor payments for the 91 Express Lanes, as well as to provide documentation and analysis to support Form 1099 corrections that must be issued. The CONTRACTOR shall maintain documentation supporting all journal entries provided to the AGENCIES. A35 • • • • OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A The CONTRACTOR shall use the Revolving Fund Account for customer and violator refund checks as determined by the AGENCIES' policy or Business Rules,; and for patrons who have closed their account for reasons as specified also in the Business Rules. A-5.2 Interoperability The CONTRACTOR shall generate and distribute monthly interoperability invoices based on traffic and revenue activity. The CONTRACTOR shall be responsible for the weekly netting of Transportation Corridor Agencies (TCA) I 91 Express Lanes interoperability transactions against traffic and revenue activity and provide such netting schedules to TCA and each AGENCY in a timely manner. TCA/91 Express Lanes netting schedules will delineate the required transfer of funds between the TCA. Other agencies that are interoperable with the AGENCIES' 91 Express Lanes will have a similar process instituted. A-5.3 General ledger Using electronic interfaces or electronic files, the CONTRACTOR shall submit journal entries to record the revenues, expenses, deposits, reconciliation adjustments, and other miscellaneous financial transactions within time specified in the Performance Standards in Attachment (1). All journal entries must be adequately documented in accordance with each AGENCY'S policy. All formats of interfaces and files must be pre- approved by the respective AGENCY to ensure compatibility with IFAS and/or EDEN. The journal entries must be submitted using the respective IFAS and EDEN chart of accounts. The CONTRACTOR shall be responsible for the following: • Prepare monthly revenue and expenditure accruals/reversals for soft month- end closes in compliance with each AGENCY'S policy. It is the CONTRACTOR'S responsibility to ensure that the preparation of all financial transactions for which the CONTRACTOR is responsible are prepared in accordance with AGENCIES' policy. A-5.4 Reconciliation The CONTRACTOR shall perform the following reconciliations: • Reconcile daily cash, check, credit card bank deposits to the back-office system. The reconciliation shall be provided on a weekly basis. A36 OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A • Reconcile credit card payments against credit card payments posted in PayPal I VeriSign. • Reconcile the following RAMS trial balance accounts to applicable subsidiary ledgers or independent source documents on a monthly basis: o Prepaid Tolls -Customer o Deposit -Transponders o Gift Certificates The CONTRACTOR shall identify, investigate and resolve all reconciling items within 15 business days of month-end. The CONTRACTOR shall provide agencies with supporting documentation for each of the above reconciliations. When adjustments are necessary, CONTRACTOR will update the appropriate subsidiary ledger when applicable. A-5.5 Fixed Assets It is the AGENCIES policy to capitalize assets with a value greater or equal to $5,000 and a useful life in excess of one year. It shall be the CONTRACTOR's responsibility to track, update and report fixed assets in compliance with AGENCIES' policies. Furthermore, the AGENCIES require that a biennial fixed asset inventory be conducted as of April 30th in accordance with the audit schedule. Upon AGENCIES request, the CONTRACTOR shall assist the Internal Audit and Asset Management staff in conducting such audits. A listing of all fixed assets, currently maintained in the AGENCIES fixed asset system, will be provided to the vendor prior to the effective date of the contract. A-5.6 Reporting Requirements Reporting requirements that CONTRACTOR shall provide, are defined in Attachment (5) and this Statement of Work. A-6 OTHER A-6.1 Photographers • Schedule and guide photographers and other AGENCY Marketing subcontractors or personnel with work on Express Lanes as directed by AGENCIES A37 • • • • • • A-6.1 Other Duties as Requested OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A • Assist AGENCIES in gathering data for marketing or other purposes • Review customer email newsletter and other customer notifications as requested A38 OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 • EXHIBIT A Area B Customer Service, Violations Enforcement and Processing A39 • • • • B-1 OVERVIEW OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A The CONTRACTOR shall staff and operate the 91 Express lanes Customer Service Center and Processing Center, referred collectively as "CSC" to provide the functions describe under this Section (Area B -Customer Service / Violations Enforcement I Processing), which are supported by the current systems. The rules covering the customer service center are outline in the Business Rules. B-1.1 Administration The CONTRACTOR shall be responsible for the administration, management and maintenance of 91 Express lanes Customer Service Center activities located in Corona and Anaheim, or future sites, as indicated in the following sections. The CONTRACTOR shall have intimate knowledge of the regulations and laws relative to the project. The CONTRACTOR's staff shall serve the public and the best interests of the AGENCIES and shall not engage in any other business activities while acting in this capacity. The CONTRACTOR shall provide a single point of contact to the AGENCIES for all matters related to the CONTRACTOR's performance. The Corona Customer Service Center provides a point of access for 91 Express lanes customers and the general public. The Corona Customer Service Center shall be open to the public to provide walk in, mail in, Internet, fax-in and call-in services such as account establishment, account replenishment, and account management. The CONTRACTOR shall submit weekly and monthly reports pertaining to ongoing status, performance management, deviations and exceptions and other management reporting as requested by the AGENCIES. The AGENCIES shall have the right to inspect the facilities at any time and require the CONTRACTOR to correct any condition that, in the opinion of the AGENCIES, is not in keeping with the AGENCIES' public image. B-1.2 Locations Following are the locations of the current CSC facilities: Customer Service Center 2275 Sampson Street, Suite 100 Corona, CA Violations Enforcement/ Processing Center 180 N. Riverview Drive, Suite 200 Anaheim, CA A40 OCTA Store (Operated by OCTA) 550 S. Main Street Orange, CA 8-1.3 Hours of Operation OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHl81TA The Customer Service Centers currently operate under the following schedule: Corona Customer Service Center Phone: 8 A.M. to 5 P.M., Monday through Friday Walk Up: 9 A.M. to 6 P.M., Monday through Friday Violations I Processing Center 8 A.M. to 5 P.M., Monday through Friday The Corona Customer Service Center shall be opened daily, Monday through Friday, except for holidays. The CONTRACTOR agrees both the Anaheim and Corona offices will observe the same holiday schedule as OCTA. As soon as available but at any rate not later than December 31, OCTA will provide the CONTRACTOR with the approved holiday schedule for the subsequent calendar year. 8-1.4 Ownership of Systems and Data The existing CSC systems, including all hardware, telephone, software and all data, are owned or licensed by the AGENCIES. The CONTRACTOR shall provide and license the back office/account management software to the AGENCIES. Use of software is governed by contractual agreements with software providers. The system will be modified separately to accommodate the Riverside County portion of the 91 Express lanes in accordance with the requirements of this Statement of Work. All policies and procedures as well as all CSC operations forms, utility programs, documents, correspondence and Standard Operating Procedures (SOP) developed by the CONTRACTOR for the Agreement are considered Work Products and as such, shall be delivered to and become the property of the AGENCIES. The CONTRACTOR will ensure that the AGENCIES have access to the Policies and Procedures. The AGENCIES shall provide the operational equipment to be used for CSC operations throughout the term of the Agreement. The CONTRACTOR shall be responsible for furnishing general office supplies and incidentals, as well as customer correspondence/letterhead and operations materials to efficiently manage and perform all tasks and activities associated with the Agreement. Upon completion of the Project, all documents pertaining to the 91 Express lanes shall be turned over to the AGENCIES. The AGENCIES shall own all data (e.g. customer information, transactions, etc.) acquired during the operation of the CSC. This data is to be provided to the AGENCIES upon A41 • • • • • • OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A request and within five business days, in a format and on a media, stipulated by the AGENCIES. In addition, the AGENCIES shall be provided with full access to any function of the CSC system at all times. It is understood that access may be restricted to all users during backup, restore or certain system administration functions. The AGENCIES own the equipment and hardware at the CSC. This equipment and hardware will be made available to the CONTRACTOR for use in operating the CSCs. The CONTRACTOR is responsible for proper use of the equipment. The CONTRACTOR is obligated to meet all of the Agreement provisions including the performance measurement requirements, while using this equipment. The CONTRACTOR may recommend upgrades or replacement of equipment for the CSC operations, with the purchase subject to the approval by the AGENCIES. B-1.5 Document Control The CONTRACTOR shall control and keep current all manuals and documents related to those areas of CSC operations under their control. Upon request, the CONTRACTOR shall provide updated softcopy and hardcopy versions to the AGENCIES. B-1.6 Customer Information The protection of customer privacy shall be the responsibility of the CONTRACTOR. Customer data shall be secured and protected in accordance with PCl/DSS requirements as approved by the AGENCIES. The CONTRACTOR shall not release customer information to anyone other than the AGENCIES, and shall refer any requests, inquiries, subpoenas, etc. to the AGENCIES. However, the AGENCIES may request the CONTRACTOR compile data for subpoenas or other data as requested. The CONTRACTOR shall establish reasonable methods to verify the identity of customers prior to release of information. Customer Service Representatives (CSRs) must have all customer account information immediately accessible to discuss such issues as violations, disputed tolls, account information inquires and related issues. Using the system functions, the CSC will maintain a log of all customer inquiries, complaints, and related account management activity for each account. The AGENCIES shall own and have full access to all data and information collected by or produced during the operation of the CSC. B-1.7 Public Communications The CONTRACTOR shall answer all inquiries from the general public provided the subject is consistent with general information related to the 91 Express Lanes and the operation of the CSC as it relates to customers and patrons, as authorized by each AGENCY'S General Manager of the 91 Express Lanes, or as otherwise designated by the AGENCIES . A42 OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A All other inquiries and communications will be the responsibility of the AGENCIES. This includes inquiries from or communications with the media, government agents and individuals that are representing organizations other than businesses interested in or using Electronic Toll Collection (ETC). The CONTRACTOR shall inform the AGENCIES of inquiries from these entities and direct any inquiries from them to the AGENCIES. The CSC may occasionally be required to communicate information to customers or others on behalf of and as directed by the AGENCIES. This communication may be via direct mailing, statement inserts, statement messages or Integrated Voice Response System, (IVR). The CONTRACTOR will be required, at its own expense, to communicate to customers or the general public any information related to issues or problems caused by the CONTRACTOR that affect users of the system. All promotions and announcements made by the CONTRACTOR shall be subject to advance approval of the AGENCIES. B-2 STAFFING 8-2.1 Required Key Personnel The AGENCIES require the following full-time customer service center and processing employees to be dedicated to the project in a full time capacity: • A Customer Service Center and Processing Manager -responsible for operations of the Customer Service Center and Anaheim Processing functions including customer correspondence, violation processing, judgment processing, management of collection contract and efforts, mail room, customer email and administrative reviews and hearings. • A Customer Service Center Manager -responsible for managing all the Customer Service activities including developing training, and developing and implementing performance requirements and incentive programs for the CSC representatives, assisting customers resolving special problems and/or complaints, and monitors CSC representatives training and performance, provides floor supervision at CSC. • A Processing Manager -responsible for managing all the Processing activities. This position needs a full understanding of the California Vehicle Code as it relates to toll road violations and Department of Motor Vehicle registration "hold" process, etc B-2.1 Staffing Requirements The CONTRACTOR shall be responsible for all staffing requirements necessary to support the full operation of the CSC. Staffing levels shall be adequate to process each day's A43 • • • • • OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A applications, transactions, violation images (as required), in-coming/out-going mail, account replenishment and other daily requirements within a specified time period. For the Corona Customer Service Center the CONTRACTOR shall monitor and provide staffing based on actual volumes and level of service requirements. The staffing plan shall identify all required positions, both temporary and permanent. All staff members must be able to communicate clearly in the English language, and be a U.S. citizen or possess an Alien Registration Card. The CONTRACTOR shall be responsible for all wages and payroll expenses associated with staffing the CSC. Additional functions added by AGENCIES not specifically listed in this Statement of Work that result in additional CONTRACTORS staffing costs shall be subject to provisions of Change Orders as specified in Section 1-5. The CSCs shall be staffed to meet the requirements described herein and to meet the performance requirements for all activities including but not limited to: • Transactions • Accounts • Phone calls • Sent mail • Received mail • Applications • Statements • Notices • Violations • Transponder Activities • Financial Activities • Customer Comments The CONTRACTOR shall operate the Customer Service Centers in such a manner as to provide customer service that meets or exceeds performance requirements and standards. The CONTRACTOR staff will be equipped with terminals, cash drawers, receipt printers, and any other equipment necessary to facilitate efficient processing of customer accounts in the centers. B-3 CUSTOMER SERVICE CENTER REQUIREMENT/ RESPONSIBILITIES B-3.1 Daily Functional Requirements I Responsibilities Operation of the CSC will require the CONTRACTOR to perform daily and other periodic tasks to ensure that all functions are performed correctly. The daily and periodic A44 OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A activities for the 91 Express Lanes service centers to be provided by the CONTRACTOR include, but are not limited to the activities listed below. • Receipt, distribution and processing of incoming mail • Account openings, changes and closings • Payment and replenishment processing • Customer and Violation communications • Dispute processing and resolution • CSR reconciliation of daily transactions • Customer comments • General account maintenance • Transponder fulfillment • Banking activity • Generation and analysis of performance reports The CONTRACTOR shall be responsible for overseeing revenue collection and management for all Toll collection via transponders, license plate reads or other approved methods in accordance with the AGENCIES policies as of the Agreement effective-date. The CONTRACTOR shall develop, implement, and maintain effective Policies and Procedures and controls for handling of funds, and clear definition of duties and responsibilities for those involved in the handling and transfer of money. Such procedures and controls shall be subject to review and approval by the AGENCIES. The CONTRACTOR shall effectively monitor and enforce the established and approved controls. B-3.2 Account Management In order to use the FasTrak™ system, customers must establish an account. This may be done in person, via fax, via website, via telephone, or by mailing in an application. Applications are available at the CSC's, via mail from the CSCs or Processing, and on line via the Internet. Account openings may be processed at the CSCs or at .Processing. Customers may open and replenish accounts by cash, check or credit card. If a credit card is used, the account is replenished automatically. Otherwise, accounts must be replenished by mail, telephone, IVR, Internet or in person. Automatic replenishment will occur when the account balance reaches a minimum amount (threshold). The replenishment amount is periodically and automatically recalculated based on average usage per month. Cash or check customers are responsible for replenishing their accounts to prevent violations. The CONTRACTOR notifies these customers, by mail and/or by voice mail broadcast, when the account is in need of replenishment. All customer accounts, private and commercial, shall be pre-paid accounts and automatic credit card replenishment shall be encouraged. Customers who do not A45 • • • • • • OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A maintain a positive account balance shall be subject to administrative and/or violation penalties if their transponder or vehicle is used on the 91 Express Lanes. Account processing shall incorporate a degree of flexibility such that customers are not penalized for delays in credits and debits beyond their control. The CONTRACTOR shall process: • Changes in address, phone number, vehicle assignments, payment method, replenishment amount, transponder numbers, password and other non- financial information. • Requests for additional tags, activation of tags, returned tags, lost or stolen tags, replacement tags, and associated adjustments to the tag deposit account balance. • Debits and credits from the prepaid toll account balances due to payments, transactions, fees, and adjustments. • Manual adjustments in account balance, deposit amount, and other financial information related to the account. • Suspension, reinstatement or revocation of accounts. • Customer notices -The CONTRACTOR shall be required to send various notices to account holders as part of normal account maintenance. The CONTRACTOR shall prepare and mail these notices. In general, the customer shall be notified in writing of all changes in account status or replenishment levels. Customer notices include, but are not necessarily limited to, the following: o Violation notices o Account low balance threshold (cash accounts) o Pending credit card expiration o Credit card declined notice o Account negative balance o Account final notice or closure o Customer comments/complaints o NSF Notices o Account notice of pay by plate fees B-3.2.1 Terms and Conditions The terms and conditions for 91 Express Lanes account establishment and ownership may be found on the 91 Express Lanes application. B-3.2.2Account Types The Customer Service Center currently supports the following account types: A46 Account Type Express Club Standard Convenience Special Access Non-Revenue Method of Payment Credit Card Cash, Check, Credit Card Cash, Check, Credit Card Cash, Check, Credit Card None OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A The CONTRACTOR shall implement changes to account types as requested by the AGENCIES. B-3.2.3Account Establishment The CSCs shall support the establishment of accounts via walk-in, mail-in, Internet, telephone and fax-in applications. Accounts opened with a credit card (except for one- time credit card charges) will be automatically replenished. Customers use a four-digit · pin number, via the Interactive Voice Response {IVR) automated phone system, for future account changes or requests for information. A deposit for each transponder will be required for accounts opened with cash. Please reference Section B-8 for transponder management functional responsibilities. The AGENCIES will be responsible for producing and distributing applications in their current form or in a revised form approved by AGENCIES. Customers may: • Request an application for program participation in person, or via mail, e- mail, phone, or fax • Submit an application for program participation in person; via mail, email or fax • Select a payment of cash, check, or credit card; • Replenish their accounts at any time using any method of payment; • Inquire of their account balance by contacting the CSC, via Internet, or IVR automated phone system B-3.2.4 Welcome Kits The materials sent or given to a customer when an account is established is referred to as a "Welcome Kit". All Welcome Kits shall include a tag and the following materials: • Guidebook (FAQ's) • Copy of the Agreement • Contact Information Card • Tag Mounting Instructions A47 • • • • • OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A The AGENCIES are responsible for supplying the CONTRACTOR with the guidebook (FAQ's) for inclusion in the Welcome Kits. All other materials, including but not limited to: bubble envelopes, paper, labels, Velcro strips, etc. will be supplied by CONTRACTOR. B-3.2.5Account Access/Update Periodically, 91 Express Lanes account records require updating of such data as replenishment amounts, vehicle information, and tag information. It is the responsibility of the CONTRACTOR to request updates from customers when it becomes apparent that the customer information is not current. In addition, it is the responsibility of the CONTRACTOR to input these and other account changes into the CSC system in a timely manner. CSR's are required to enter notes into the system that relate to changes or updates to account information. B-3.2.6Account Financial Requirements B-3.2.6.1 Payments It is the CONTRACTOR's responsibility to accurately track incoming payments and apply payments correctly to 91 Express Lanes accounts. All incoming payments by mail are batched together as they arrive and these batches are tracked to ensure that all payments are processed. Typically, payments are batched into categories such as: • New Applications -Credit Card • New Applications -Cash/Check • Account Replenishments -Credit Card • Account Replenishments -Cash/Check • Unidentified Payments • Violations -Credit Card, Cash, Check The CSR processes each payment based upon its unique requirements. Payments are entered one at a time against the specific account or violation notice. Electronic files are required of all incoming checks. It is the CSR's responsibility to ensure that patron payment materials are properly filled out. For example, checks must be completely and accurately filled out and checks with incomplete information that would prevent the check from being processed by the bank must be mailed back to the patron. The front-counter CSRs handle walk-in payments. Unlike the back-office, the front counter payments are received directly from customers in the form of cash, check, and credit card and are entered directly into the system. Receipts must be provided to the customer for each payment transaction. Adjustments and reversals are sometimes inadvertently applied to the wrong account and it is the responsibility of the CONTRACTOR to make an adjustment, and possibly a A48 OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A reversal, in order to correct a patron's 91 Express Lanes account. An example of a payment reversal might be that the bank returned a check due to insufficient funds. For such a case, the patron would be notified, the payment reversed out of the account, and an additional insufficient funds fee be charged to the account. The CONTRACTOR is responsible for entering this and other payment adjustments or reversals into the system. B-3.2.6.2 Replenishment Processing of account replenishments is a fundamental function of the Customer Service Center. The CONTRACTOR shall ensure that all replenishments are processed promptly and correctly. It is imperative that customers are not charged or billed incorrectly. ETC accounts are replenished in accordance with the terms and conditions of the AGENCIES. Automatic (credit card) replenishments and walk-in/mail-in replenishments shall be processed and applied under the specified Performance Standards in Attachment (1). The CONTRACTOR shall ensure that account replenishments are processed correctly and in a timely manner. B-3.2.6.3 Refunds Occasionally, the CONTRACTOR must refund money to a patron because an account is closed with a positive remaining balance, because a credit card overcharged, or for other reasons listed in section B 3.2.6.7 Account Closure. The CONTRACTOR Accounting Department's personnel shall issue refund checks via a revolving fund account and enter those amounts into the back office system. The check stub will indicate the reason for refund. The AGENCIES will define the refund amount limit that the CONTRACTOR may approve. Periodically as agreed by the AGENCIES, the CONTRACTOR will prepare journal entries for each AGENCY for amounts refunded and other information necessary for proper recording into each AGENCY'S accounting system. B-3.2.6.4 User Fees When required, the CONTRACTOR shall enter user fees as specified in Attachment (3) into the system. The user fee may be amended as designated by the AGENCIES. B-3.2.6.5 Customer Statements On a quarterly basis, the CONTRACTOR shall issue customers a 91 Express Lanes account statement that specifies beginning and ending account balances, detailed ETC toll transactional information, and/or other transaction details. 91 Express Lanes account statements are issued monthly to Express Club members, and quarterly to all other account members. The CONTRACTOR is responsible for ensuring that statements are A49 • • • • • • OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A distributed in a timely manner and that each statement correctly reflects the patron's ETC toll transactions. The system is currently programmed to generate quarterly customer statements in electronic file format for FTP transfer to an outside mail house. The CONTRACTOR is required to spot check statements, to ensure that all statements were generated, and to periodically visit the mail house. Customers may request an e-statement in lieu of a mailed statement. The CONTRACTOR is responsible for generating and mailing these specially requested statements. The patron may be charged a user fee for all specially generated mailed statements. The AGENCIES shall specify fee level which may, from time to time, be changed. The frequency of account statement distribution and the method of sending the statements are presented in the Business Rules. Changes to the frequency and/or method could result in additional associated costs related to RAMS changes and administration costs. B-3.2.6.6 Account Deactivation A 91 Express Lanes account may be deactivated (or temporarily closed) due to a negative balance. When an account is deactivated, all tags associated with that account are changed to a tag status of "invalid" and vehicles with these tags are subject to a violation if they pass through a dedicated ETC toll lane. Much of this process is automatic, but the CONTRACTOR is required to monitor accounts that become suspended and initiate correspondence with patrons in an attempt to obtain replenishment payments via cash, check or by updated credit card information. B-3.2.6.7 Account Closure Accounts may be permanently closed by: • The request of the account holder. • The account balance remaining negative for a predetermined period of time. In general, when an account is closed it is placed in "pending closed" status for a period of time to ensure that ETC transactions from other facilities have been processed and posted. It is the responsibility of the CONTRACTOR to attempt to recover tags or tag deposits, to collect toll transaction amounts due, and to submit payment requests to issue refunds, as the case may be. B-3.2.6.8 Account Monitoring The CONTRACTOR shall monitor all 91 Express Lanes accounts for unusual or undesirable activity, report these accounts to the AGENCIES and take action to remedy the situation. This includes: ASO OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A • Sending written, email notices, and/or voicemail broadcasts to holders of negative and inactive accounts of account status and the intent to collect and close. • Sending written and/or email notices to holders of accounts with frequent plate-based transactions with the intent to minimize such transactions. • Establishing a process for converting a negative customer account into an accounts receivable for collection purposes and write-off, as needed. B-3.2.6.9 Account Records/History It is the CONTRACTOR's responsibility to ensure that all CSR entries and activities are properly documented within the system where applicable. 8.4 REVENUE MANAGEMENT/ REVENUE COLLECTION The CONTRACTOR shall process all cash, check, and credit card payments received in the mail or at walk-in service centers on the day received, if possible, but in no case later than the following business day. The CONTRACTOR shall manage the processing of automatic credit card debiting for account replenishment on a daily basis. Credit card funds are processed through PayPal to a merchant clearing house bank, , and then transferred directly to the AGENCIES' custodial account. Credit card transactions are also processed for one time only replenishments and for account openings. Payment processing includes: • Account opening pre-paid tolls • Account opening tag deposit • Account pre-paid toll replenishments • Cash/check • Violation Payments • Account Payments • Adjustments • Refunds • NSF • Write-off B-4.1 Money Handling, Counting and Storage The CONTRACTOR shall be responsible for the proper collection, counting, handling, storage, transferring to the AGENCIES armored car service, and verification of the disposition of all collected funds. This includes cash payments, payments by credit card, A51 • • • • • • OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A check, or other sources associated with 91 Express Lanes accounts and collections from violations and/or fines. The CONTRACTOR shall ensure that all funds are properly handled and stored in a vault prior to transfer to the AGENCIES armored car service. The CONTRACTOR shall prepare the daily deposits for armored pickup and shall ensure that all cash and check remittances are kept intact with the deposit slip. Daily deposit records for bank deposit shall be distinguished by: • Type (Cash I Credit Card I Check) • Location • Payment Type (Tolls, Violations, Fees, Deposits, etc.,) Funds shall be transferred by armored car service to the bank designated by the AGENCIES and deposited into the custodial account established by the AGENCIES. Controls should be established over all cash and checks received at all times. B-4.1.lArmored Car Service The AGENCIES will contract with an armored car service to transfer funds from the adm·1nistrative offices in Anaheim and the customer service center in Corona to the bank selected by the AGENCIES . B-4.2 Credit Card Processing The CONTRACTOR shall ensure that all daily credit card processing (e.g. replenishments) are completed as scheduled. It shall be the responsibility of the CONTRACTOR to notify customers who replenish via credit cards of pending expiration and credit card charges declined as specified in the operator documents. 8-5 CUSTOMER COMMUNICATIONS All aspects of managing customer inquiries, complaints, and discrepancies shall be conducted by the CONTRACTOR. Customers may wish to communicate with the CSC by various means such as walking into the service center, phoning, faxing, mailing, or contacting by e-mail. During customer interaction, it is the CONTRACTOR's responsibility . to record historical account information into the system where applicable and to generate and distribute various forms of customer correspondence. The CONTRACTOR will track all customer comments and complaints regarding the 91 Express Lanes. The capability of providing ad hoc reports on customer comments and complaints will also be available and will be provided as requested by the AGENCIES . A52 B-5.1 Customer Walk-ins OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A As a full-service Customer Service Center, the CONTRACTOR must be prepared to staff the front counter of the customer walk-in center in order to accommodate customer walk-ins during normal business hours. All facets of account maintenance must be performed at the front counter. That is, the CONTRACTOR must be able to handle new 91 Express Lanes applications, account closures, violations inquiries, customer payments, tag testing, ad hoc statement generation, account inquiries, etc. B-5.2 Call Center and Voice Response System The AGENCIES' service center includes hardware and software for processing incoming customer calls. The phone system includes an Interactive Voice Response System (IVR) that routes calls via menu selections. The system enables customers to review their account balances, payments, and tolls at any time, 24 hours per day 7 days per week. To do so, the IVR system interacts with the CONTRACTORS back-office software to retrieve customer requested information. The system also provides messages containing general information. During hours of operation, callers have the option to transfer to a Customer Service Representative if the caller chooses. The CONTRACTOR is responsible for working with a report writing company and/or the telephone provider to develop reports designed to provide the following: • Total number of calls taken by the system. • Total number of calls accepted by the CSR's. • Average time to answer. • Total number of calls that exceed a specified hold time(s). • Total number of abandoned calls. The preceding items may be amended due to the availability of the information or system capability. The AGENCIES will work with the CONTRACTOR in establishing any call center measures. The CONTRACTOR shall have staff in place during the operating hours specified above in order to handle inbound callers who wish to transfer out of the IVR and speak to CSC personnel. In addition, the CONTRACTOR will be expected to work with AGENCIES and the telephone provider to periodically edit call center recordings to inform callers of special situations such as holiday closings. Changes to IVR scripts, messages, menu options, hours of operation, and so forth are necessary from time to time. These changes are administrative in nature and the CONTRACTOR is expected to work with the telephone provider and the AGENCIES to A53 • • • • • OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A effect changes. Changes requiring software maintenance are the responsibility of the AGENCIES. B-5.3 Voice Broadcast The CONTRACTOR shall generate electronic files to send to a firm in order to provide notification to customers for impending account suspension or closures via automated telephone call to the telephone number, if any, as provided by the account holder. B-6 MAIL PROCESSING The 91 Express Lanes Violations/ Processing facility includes a mailroom equipped with a mail printer, folding, and postage equipment. It is the CONTRACTOR's responsibility to distribute all mail from the facility. Currently, there is a contract with a mail house to distribute customers' statements. The back office/account management system outputs mail for violation notices, credit card expiration letters, and account replenishment letters. The CONTRACTOR shall establish and manage staff operations to handle all mail processing, including processing customer applications, updates to customer accounts. The CONTRACTOR shall be responsible for handling and tracking all incoming and outgoing correspondence and shall establish procedures to provide timely, careful and efficient handling of all incoming and outgoing mail. B-6.1 Incoming Mail On a daily basis, the Processing facility receives different types of mail (including interoffice mail, faxes and e-mails) from patrons, as well as violators. The CONTRACTOR shall date stamp, log, and batch all incoming mail for processing. The incoming mail can be broadly categorized into the following: • Application form to open a new 91 Express lanes account • Account replenishment • Request for new tags • Violation payment • Violation disputes • Administrative Hearing/Review documents • Request for account closure • Tag returns • Account information update • Returned mail A54 • General administrative mail OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A A significant volume of incoming mail to be processed by the CONTRACTOR will be customer payments and violation payments and correspondence. Additional incoming mail will include customer applications, customer complaints and discrepancies, general public inquiries, and requests for account information or account closures, and tag returns (either lost tags dropped in mail boxes or, later in the Agreement term, tags returned for replacement as they approach the end of their expected battery life). All incoming mail batches shall be batched by type and distributed to the Processing staff for entry into the system. The CONTRACTOR shall establish procedures to provide careful and efficient handling of all incoming mail, including procedures for tracking customer correspondence. The CONTRACTOR shall provide an appropriate response to customer inquiries received by mail within two business days from the time the inquiry was received. It is the responsibility of the Processing staff to verify that checks are signed and completed properly and credit card numbers and signatures are completed properly. All checks received shall be restrictively endorsed upon receipt. In accordance with PCI DSS requirements, all credit card information shall be destroyed after being processed into the system. B-6.2 Scanning The scanning operation provides the ability for incoming and outgoing violation correspondence and/or customer mail documents to be scanned and archived for a period as per the AGENCIES requirements. The scanned documents are electronically attached to the violator ID record or customer account. This will provide representatives immediate access to view and/or print the violator or customer documentation via their desktop computer. All outgoing violation-related notices or other violation-related customer correspondence shall be converted to a violator ID or customer account. All documents, either received or sent, relating to violations shall be kept for a minimum of five years from the date of generation. For active violation files and those that go to judgment, documents shall be maintained for a period of five years from the date of resolution of the violation. B-6.3 Workflow Process All incoming violation and customer mail will be opened, sorted, stamped and counted by the mailroom representative. The mail will then be distributed to the appropriate processing representative for processing and/or response. At the end of each day, the processing representatives will bundle, by like transactions, all work completed for that day and stamp a completion date on the top of the paperwork that requires scanning. The processing representative will then take the completed paperwork to the scanning A55 • • • • • • OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A representative's area. If an item is not on the list to be scanned it will be placed in the recycle bin. The CSC will forward all customer account related items that require scanning to the scanning representative, via interoffice, a minimum of twice a week. Documents to be Scanned and Archived: Violation Related Documents • Contested (supporting documents) • Affidavits (supporting documents) • TCA (Potentially supporting documents) • Customer Violation • Incoming letters and response Customer Account Related Documents • Applications • Written account cancellation requests • Written customer complaints and response Additional Customer and/or Violation Related Documents • Death/Marriage Certificates • Judgment Case Documents Administrative Hearing/Review Documents The above list may be amended as required by the AGENCIES. Any amendments that increase volume of correspondence to be printed and mailed or scanned for retrieval shall be subject to negotiation and potential increase in CONTRACTOR compensation in accordance with Change Orders as specified in Section 1-5. B-6.4 Outgoing Mail The CSC system is capable of producing several forms of customer communication materials in the form of letters, notices, and general correspondence. The CONTRACTOR shall generate and distribute this material to customers on a case-by-case basis, when appropriate. In some cases, (for example violation notices), the system automatically generates this material. listed below is a delineation of the customer material available from each system (in some cases the system has the capability to produce the correspondence identified, but the capability is not currently in use). The lists provided may not be exhaustive, but should provide the CONTRACTOR with an understanding of A56 OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A the expectations and scope required to adequately communicate with customers. Samples of materials listed can be found in the AGENCIES' system documentation. • Notice of Toll Evasion Violation • Notice of Delinquent Toll Evasion Violation • Protected Plates HOV3+ Violation • Affidavit of Non-Liability/Contested Notice of Toll Evasion • Results of Contested Violations • Notice of Incomplete Affidavit of Non-Liability • Interoperability Agencies Customer Notification • Partial Paid Violation Notification • Low Balance Notification -Cash • Negative Balance Notification -Cash • Negative Balance Final Notification --Cash • Negative Balance -Credit Card Notification • Negative Balance Final Notification -Credit Card Final Notification (this is the Final notification listed above)Credit Card Notification -Non-Sufficient Funds • Credit Card Notifications -Expiring Cards • Credit Card Notifications -Expired Cards • Pay-by-Plate • Pay-by-Plate Read Fee Notices • Forgot PIN • Forgot/Temporary Password • Dismissed Violation -General • Notice of Administrative Hearing • Results of Administrative Hearing • Response to Request of Reduction/Waiver Denial The above list may be amended as required by the AGENCIES. Any amendments that increase volume of correspondence to be printed and mailed or scanned for retrieval shall be subject to negotiation and potential increase in CONTRACTOR compensation in accordance with Change Orders as specified in Section 1-5. B-7 VIOLATIONS ENFORCEMENT/ PROCESSING/ COLLECTIONS B-7.1 Overview The CONTRACTOR will be responsible for performing a range of activities surrounding vehicle toll evasions (or violations) that occur on the 91 Express Lanes. Each toll lane is equipped with violation enforcement equipment that captures vehicle and plate images A57 • • • • • • OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A and associated transaction information on vehicles that pass through a lane. A violation may result for any of the following reasons: • A vehicle deliberately, or unintentionally, evades toll collection. A vehicle passes through any lane whose ETC transponder is not detected by the system. • A vehicle passes through any lane with an invalid transponder status. • A vehicle passes through a dedicated ETC lane with no transponder. The AGENCIES' in-lane system transmits transponder reads, OCR plate reads and overhead vehicle images .to the toll zone computer where it is retrieved by the CONTRACTOR's back office system for future processing. Using the information provided by each system, the CONTRACTOR shall perform two major violation enforcement functions: • Perform image reviews to identify and verify vehicle plate numbers • Process violations to their completion as indicated below. B-7.2 Toll Evasion Legislation The State of California Vehicle Code Section 40250 et seq. subjects a toll evader to civil penalties governed by a civil procedure. This statute outlines the requirements for toll evasion processing, notice generation, administrative and investigative reviews, OMV interaction, registration holds, and recourse options. The CONTRACTOR will be required to comply with this statute, as amended, and all other applicable State law and the AGENCIES' Policy in performing their duties as the designated processing agency. 8-7.3 Image Processing License plate Images are captured whenever a vehicle passes under a gantry. Image review involves inputting or verifying the plate number and state and submitting this number to the system for processing. The system may link plate numbers to valid accounts whereby the associated transaction is posted as a toll to the patron's account or to another Interoperability Agency and no violation notice is issued. Otherwise the violation process continues in an attempt to identify the owner of the vehicle and collect the toll and associated penalties. 8-7.3.llmage Reviews The CONTRACTOR shall perform the image review process, which is composed of the Initial and Secondary reviews. In the event there is a difference between the initial and secondary reviews, CONTRACTOR shall perform a third review . A58 OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A The CONTRACTOR's back office system provides an image review and enhancement module that can be launched from workstations that have access to the image review processing module. The system provides confidence level ratings to Optical Character Recognition (OCR) of the license plate images. If any anomalies are detected, the system will give the image a confidence level of zero (O) or a confidence level of greater than one (1). These images are sent to the Initial Review Program. The-Initial Review Program will display a colored overview picture of the vehicle, the OCR picture and the transaction data information with the possible correct license plate from the vehicle, to uniquely identify the violation transaction. Under the Initial Review Process, the CONTRACTOR shall review all images that have a confidence level of zero (O) or greater than one (1). The CONTRACTOR shall validate the license plate or will perform a manual correction, if necessary. In some cases, the CONTRACTOR must use image enhancement techniques in order to determine and enter the license plate number. For images that have a confidence level of one, the images will either post directly to a customer account, if the license plate is listed on a good account, or be processed directly to the OMV and then proceed through the Secondary Review process. After processing through the Secondary Review process, the system will either post to a customer's account if the vehicle is listed on a good account, or proceed to violation processing. A transaction that posts to a customer's account without a transponder read is considered to be a Pay-by-Plate transaction. Additionally, the system scans Reciprocal-Agency plate files for a match to the plate number. If a match is found, the violation is converted into a pay-by-plate toll charge to the Reciprocal-Agency. If no FasTrak™ account exists that matches the plate number, then the vehicle plate number is submitted to the California Department of Motor Vehicles {OMV) where the OMV database is queried for name and address information of the registered owner. When a valid name and address registration is returned, the violation process is continued. The Secondary Review program will display the overview. vehicle picture, the OCR picture and the vehicle description/ID data. The CONTRACTOR shall review, approve, reset or reject the license plate of the vehicle by matching these pictures with the vehicle information from the DMV. If the transaction is approved, the system will attempt to associate the transaction to a 91 Express Lanes customer account or Reciprocal-Agency plate file. If no match is possible, the transaction will be sent to the Violation Processing system where the violation process is initiated. B-7.4 OMV Look-up Once it is determined that a violation has occurred and that a plate number has been identified, the CONTRACTOR'S back office system sends this information in electronic format to the DMV to obtain the owner's vehicle registration information, such as name .. A59 •I I • • • I • • OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A and address. This process is commonly referred to as the OMV Lookup process. On a daily basis, the CONTRACTOR shall monitor the OMV lookup process to ensure functionality and stability. B-7.5 Violation Notice Processing The CONTRACTOR shall be responsible for the mailing of all violation notices and correspondence to those violators for which registration information is received from the OMV. The AGENCIES use a two-notice violation system based upon the State of California statute. Each notice indicates the toll due plus a penalty amount. The first violation notice shall be mailed to the registered owner within ten days after it is determined, in its normal course of business, to be a violation. However, the number of days between trip date and initial violation mail date cannot exceed the twenty-one days requirement set forth in the California Vehicle Code. If there is no response to the first notice within thirty days, the second notice shall be mailed to the registered owner. If there is no response to the second notice within an additional sixty days, the AGENCIES have the right to place a OMV registration hold on the owner of the violation vehicle or remedy the revenue loss through other collection methods. Each violation notice is accompanied with an Affidavit of Non-Liability and a Request for an Administrative Investigation. These are forms that a motorist can complete if the vehicle had been sold before the violation occurred or rented and returned before the violation occurred or if the motorist believes that the violation is in error for any other reason. Upon receipt of an affidavit or contested form, the CONTRACTOR shall place the violation in a suspended mode while the violation is investigated. It is, therefore, incumbent upon the CONTRACTOR to process all Affidavit of Non-Liability and Contested Notice of Toll Evasion Violation responses in a timely manner. The 91 Express Lanes issues violation notices based upon an escalation criteria. Current violation amounts are set forth in Attachment (6). Violation polices are set forth in the Business Rules. On a daily basis the CONTRACTOR shall query the system to generate first and second violation notice batch files. The CONTRACTOR shall print each batch, one at a time, and then insert each notice into windowed envelops using mail-handling equipment. Each envelope is then fed through a post office machine that meters the postage. No mail house vendor is used in this process. B-7.5.1 Tracking and Resolution of Violations and Violation Disputes The CONTRACTOR shall be responsible for tracking violations to completion. The CONTRACTOR shall make manual system inputs at each stage of the violation process. For example, the CONTRACTOR will be required to enter, manually, such information as: A60 OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A • Violation payments that may result in payment in full, partial payment, over- payment, etc. • Payment reversal due to insufficient funds • Modifications to reflect that the Issuing Agency FasTrak™ patron received the violation and that the patron's FasTrak"" account must be debited for only the toll portion of the violation notice. • Entries to indicate that a violation was received by a reciprocal-agency FasTrak™ patron and that the reciprocal agency needs to be charged for only the toll portion of the violation notice. • Mark a violation as disputed and, therefore, temporarily suspended. • Mark a violation as dismissed or dispute denied. Additionally, the CONTRACTOR shall be responsible for processing disputes relating to violation notices. The CONTRACTOR shall be expected to manage the communication or correspondence with the violation customer. Some disputes can be handled directly by the CSC and some require decisions from the AGENCIES. At times, the AGENCIES will require assistance in resolving some violation issues. The CONTRACTOR shall comply with such requests on a timely basis. In all cases, adherence to State vehicle code legislation is vital. The AGENCIES have established policies and procedures that augment State legislation with regard to handling violations. The Contactor is required to review and comply will all applicable policies for violation dispute processing. Examples of violation disputes that the CONTRACTOR will resolve are: • Customer claims that his vehicle was not in the lane at the time of the violation transaction. The CONTRACTOR would have to review the image and resolve the issue. • Customer claims that he is a FasTrak™ patron (of any Agency). • Customer claims he inadvertently entered the dedicated FasTrak™ lane (confused or thought it was the carpool lane), or is an emergency vehicle responding to an emergency. • Customer claims that the violation contains an error in the license plate number entry. • An Affidavit of Non-Liability is received and the violation customer claims the vehicle was rented or sold. The affidavit must be accompanied by supporting documentation. 8-7 .6 Administrative Review The CONTRACTOR shall engage a hearing officer to conduct Administrative Reviews, as set forth in the California Vehicle Code and the AGENCIES' policy. A61 • • • • • • OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A The CONTRACTOR shall review documentation received from individuals requesting an Administrative Review to ensure all proper documentation have been submitted. If applicable, the CONTRACTOR shall determine whether the individual meets the hardship criteria, as established by the AGENCIES. The CONTRACTOR shall coordinate such hearings and shall prepare a Hearing Disposition Report of information including, but not limited to, the following items: • A copy of the violation notice(s). • A copy of the OMV lookup indicating the registered owner of the vehicle in question at the time of the violation(s). • A printout of the vehicle image(s). If applicable, customer account documentation including, but not limited to: customer notes, financial history, non-financial history. Any relative documentation that indicates that account was not in good standing at the time of the violation(s). The CONTRACTOR shall generate a letter indicating the request has been received and a hearing will be scheduled within the ninety (90) days following the receipt of a request for an administrative hearing. Upon the results of the administrative hearing, the CONTRACTOR shall mail the hearing officer's final decision by first-class mail and update the system with the findings. B-7.7 Payment Processing The CONTRACTOR shall be responsible for all violation payment processing. Each day violation payments are received by mail. The Processing staff shall verify that batch counts match the summaries noted by the mail clerk and prepare to enter payments into the AGENCIES' systems. Copies of all checks received shall be photocopied or scanned. It is the responsibility of the CONTRACTOR's staff to verify that checks are signed and completed properly, credit card numbers and signatures are completed properly, and then payments are entered into the system. Examples of violation payment types include: • A payment received with the correct amount. • A payment received with more than the correct amount. • A payment received with less than the correct amount. • A payment received without proper signatures or other incorrect information. Received payments require unique processing by the CONTRACTOR. For instance, if a check or credit card information is not completed properly, the CONTRACTOR shall be A62 OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A responsible for returning the payment to the violation customer along with an associated correspondence letter. After all violation payments are entered each batch must be verified and reconciled. B-7.8 Collections and OMV Registration Hold For those cases where violation notices are ignored and violation payments remain uncollected, the AGENCIES have the right to place the vehicle registration on hold with the OMV or choose to use other collection means. In the event the AGENCIES decide to utilize the vehicle registration hold method, the CONTRACTOR shall be responsible, through its collection CONTRACTOR, for placing a registration hold, or OMV Hold, with the Department of Motor Vehicles in accordance with AGENCIES policy. The owner of the vehicle must settle all claims/holds prior to obtaining a registration renewal. The CONTRACTOR shall provide a collection agency for handling violations after the first two notices are sent with no response and for those customers who have gone into negative balance. For those cases that are sent to the CONTRACTOR's collection agency, including Franchise Tax Board interception filings, the CONTRACTOR shall coordinate the collection efforts with the collection agency. The CONTRACTOR shall also engage a collection attorney to handle legal services relating to violation judgments, for example when gross violators are referred to the collection attorney. The CONTRACTOR shall also coordinate the civil judgment efforts with the attorney, or as directed by the AGENCIES. The collection attorney shall maintain an electronic database of the files reaching civil judgment. Examples of coordination efforts include: • Verification of liability • Preparation of summary of research findings • Creation of case folder on all violators whose liability has been verified For those cases that are deemed uncollectible after all reasonable efforts are expended to achieve collection, the CONTRACTOR shall provide the AGENCIES with the information needed as to the amount of write-off which are in accordance with the AGENCIES' Write-off of Uncollectible Receivables Policy. B-8 TRANSPONDER MANAGEMENT A63 • • • • • • B-8.1 Transponder Ordering OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A The CONTRACTOR shall ensure that an appropriate supply of transponders is available at all times. The CONTRACTOR shall order transponders from the AGENCIES' vendor in accordance with the Agreement terms and AGENCIES' policy based upon existing inventory and forecasted requirements. The AGENCIES shall be responsible for paying for the transponders. B-8.2 Receipt, Identification and Inventory The CONTRACTOR shall receive transponders from the manufacturer and verify the shipment is correct. The CONTRACTOR shall securely store the tags until they are issued. The CONTRACTOR shall verify that the correct information has been programmed at the manufacturer and shall input the internal transponder identification number into the primary back-office system prior to their assignment to the 91 Express Lanes customers. Detailed transponder inventory logs / reports shall be updated daily or as directed by the AGENCIES. The location, status, and history of each transponder shall be available to the AGENCIES at any time. B-8.3 Transponder Fulfillment The CONTRACTOR shall assign and mail transponders to all patrons upon request. The CONTRACTOR shall also send Velcro strips and batteries, in the event the AGENCIES choose to switch to battery replaceable transponders, to the customers as requested. The AGENCIES' CSC system incorporates features to facilitate the assigning of ETC tags to 91 Express Lanes accounts. A CSR enters the tag number for each tag associated with an account into the CSC system. Tags can be added or removed. B-8.4 Transponder Status Update Periodically, the status of patron tags requires updating on the system. Customers may report tags lost, stolen, or defective and it is the responsibility of the CONTRACTOR to update the system accordingly. In the case of a lost tag, for example, the CSR must charge the patron's account a lost tag fee as specified by the AGENCIES' business rules. B-8.5 Transponder Returns The CONTRACTOR shall test and inspect all transponders that are returned from the customers. The CONTRACTOR shall be responsible for ensuring that all transponders that are found to be defective or damaged and are still under the manufacturer's warranty are to be returned promptly to the manufacturer. For those transponders that are defective or damaged but are not within the warranty period, the CONTRACTOR shall be responsible for sending the transponders to be properly disposed . A64 B-8.6 Transponder Security OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A The CONTRACTOR shall be responsible for the overall security of the transponders. The CONTRACTOR shall provide and maintain inventory controls and accurate, current records of the transponders. On a monthly basis, or as directed by the AGENCIES, the CONTRACTOR shall conduct a complete physical inventory of transponders and verify that the transponder inventory log is correct. B-8. 7 Transponder Warranty Management The CONTRACTOR shall track transponder warranties by transponder serial numbers and administer a warranty replacement program, as directed by the AGENCIES. A65 • • • • • • A66 OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 • EXHIBIT A AreaC Toll Plaza, In-Lane and Traffic Operations Center • A67 • • • • C-1 STAFFING C-1.2 Required Key Personnel OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A An Operations Manager -responsible for maintenance of on-road equipment and cameras, maintenance of generators and UPS, and management of 24/7 TOC and CAS for both portions of the 91 Express Lanes facility. Responsibilities include managing and scheduling Caltrans maintenance and CHP patrols and other contracted road repair and maintenance work as may be necessary from time to time for each AGENCY. C-2 TOLL OPERATIONS The CONTRACTOR shall perform all activities related to the collection of Tolls at the AGENCIES Toll Facilities. The CONTRACTOR shall be responsible for hiring, training and managing a qualified staff to perform all activities related to the operation and maintenance of the AGENCIES Toll collection Facilities. C-2.1 Toll Collection Operations The CONTRACTOR shall accurately and efficiently collect all Toll Revenues and reconcile all transactions associated with each vehicle using the AGENCIES roadway Facilities. The CONTRACTOR shall monitor all toll collection and processing equipment and notify the OEM for maintenance and repair. The CONTRACTOR shall ensure the security of all funds handled by Toll operations personnel. The CONTRACTOR shall perform daily initial and secondary reviews, and third reviews if necessary, of images for transactions that are not resolvable to a customer or other agency account. C-2.2 Toll Lane Operations The CONTRACTOR shall provide proper operations of all Toll lanes. General Toll lane activities include operation of all lane Toll equipment; processing of all types of Toll transactions; emergency procedures, lane closures and openings; and maintenance reporting. The CONTRACTOR shall monitor the operations of the 91 Express Lanes, including regular and HOV transactions and lane violation procedures at all 91 Express Lane toll facilities. The CONTRACTOR shall audit transactions as defined in the Standard Operating Procedures (SOP) approved by the AGENCIES. C-2.3 Toll System Performance Monitoring A68 OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A The CONTRACTOR shall monitor and document the performance of the toll system. Any variances shall be noted to the AGENCIES in accordance with the approved SOP. C-3 ROUTINE OPERATION AND MAINTENANCE OVERVIEW Many of the 91 Express Lanes' assets are found at the lane level. The CONTRACTOR will be responsible for the professional and efficient operation and maintenance of these assets to ensure the mission of the AGENCIES to offer a safe, reliable trip to its customers is optimally achieved and to ensure revenue capture is accurate and maximized. C-3.1 Routine Operation and Maintenance The CONTRACTOR shall operate and provide full-service maintenance and administration for all 91 Express Lane lane-level toll and lane operations (with the assistance of other specialized services/contractor provided by the AGENCIES as defined in the contract). These activities shall include but not be limited to: • Coordinating regularly scheduled and emergency roadway maintenance performed by Caltrans • Monitoring and performing maintenance on the variable message signs • Monitoring and maintaining communications via fiber optic cable, telephony, wireless, radio and computer network technologies • Providing oversight and support for minor construction/repair projects on the lanes • Inspecting, monitoring and managing facility components including landscaping, drainage, road lighting and reflectivity, channelizers, communications cabling pull boxes, and signage. • Overseeing regular and ad hoc inspections of roadway and equipment. Inspecting striping, vehicle lane usage, signage, concrete barriers, metal beam guard rails, crash cushions and drainage inlets. • Performing routine maintenance of the on-road camera system including camera cleaning. C-3.2 Asset Maintenance Schedules, Documentation and Record Keeping The CONTRACTOR shall develop and maintain documentation of general operation, scheduled maintenance, and troubleshooting procedures for the assets. Scheduled maintenance shall be broken down by daily, weekly, monthly and annual procedures. The CONTRACTOR will utilize an asset management system to accurately inventory assets, and to assign and record maintenance activities against them. The CONTRACTOR A69 • • • • • • OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A shall record asset downtime and shall be capable of providing AGENCIES with operating statistics listed in Attachment (3). C-3.3 Spare Components and Parts The CONTRACTOR will be responsible for maintaining fully-assembled and tested spare components for immediate replacement, as necessary. The CONTRACTOR will order all spare components and parts. Defective components will be replaced with spare components with the least possible delay. The defective component will be repaired by the CONTRACTOR if first-level repair will resolve the problem and if permitted under the manufacturer's warranty. Otherwise, the CONTRACTOR will return the component to the manufacturer for warranty or other service if the item is worth repairing. C-3.4 Maintenance Equipment The CONTRACTOR will develop and acquire a comprehensive list of all items, tools, and equipment necessary for the repair, testing and routine preventative maintenance of the lanes. The list will include the specific function of each device, the approximate cost and the approximate quantity required for the development of a comprehensive and effective maintenance program. C-3.S Accident/ Incident Reporting The CONTRACTOR shall report to the AGENCIES all incidents involving fire, robbery, accidents, or similar events in a timely manner per SOP and documented by an Accident/Incident (A/I) report as necessary. Reports from customers and other sources concerning accidents and/or incidents shall be verified and reported as required by the SOP to allow for rapid and efficient dispatch as required. The CONTRACTOR shall maintain a complete record and log of all accidents and incidents and shall notify the AGENCIES in accordance with the approved SOP. The CONTRACTOR shall also maintain a record of motorist assists (number, type of assist, and time of day) which shall be summarized and included in operating reports to the AGENCIES. C-3.6 Coordination with California Highway Patrol, OMV, Caltrans and Other State/Local Agencies The CONTRACTOR shall cooperate and coordinate its activities with the appropriate State and local agencies in the course of Express Lanes operations. The AGENCIES shall be immediately notified of any such interaction which is outside the normal operations as defined by the relevant SOPs . A70 OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A For general purpose lanes projects which directly or indirectly impacts the 91 Express Lanes, the CONTRACTOR shall advise the AGENCIES of its recommendations in order to minimize the impact to the 91 Express Lanes' operation. The CONTRACTOR shall attend project related working group meetings. The CONTRACTOR shall coordinate the agreed upon activities with the appropriate State and local agencies and notify the AGENCIES of any deviations. C-3.7 Facilities Maintenance & Reporting The CONTRACTOR shall report to the AGENCIES all identified maintenance requirements for the Facilities for maintenance to be performed by the CONTRACTOR in accordance with the SOPs and the operating contract. Every three weeks, the CONTRACTOR shall provide assistance to Caltrans while Caltrans is performing routine maintenance for the 91 Express Lanes. C-4 TRAFFIC OPERATIONS The CONTRACTOR shall operate a Traffic Operations Center in the Administrative Headquarters Facility on a 24/7 basis. The CONTRACTOR shall perform support activities related to emergency service management and coordination on the Express Lanes. The CONTRACTOR shall provide, as a minimum, monitoring of conditions on the roadways and at the facilities, identification of incidents and problem situations, alerting appropriate responsible individuals and dispatching appropriate response personnel and resources to address and remedy the problem. As appropriate, the CONTRACTOR shall coordinate with AGENCIES' CONTRACTORs, other governmental, emergency service and law enforcement agencies to maintain safe and efficient operations. C-4.1 Emergency Services Coordination The CONTRACTOR shall be responsible for hiring, training, and managing staff to perform the required emergency services coordination activities. The CONTRACTOR shall develop, implement and manage Emergency Services Procedure in accordance with developed SOP. ACAS will be operated by the CONTRACTOR as directed by the AGENCIES. C-4.2 Traffic Incident Management The CONTRACTOR shall monitor traffic, weather and general operational conditions along with the AGENCIES' roadway system on a full-time, around-the-clock basis. The A71 • • • • • • OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A CONTRACTOR shalt assess alt traffic incidents and initiate the proper response depending on the level of severity of the situation. C-4.3 Traffic Control All traffic control shall be provided by either a private traffic control contractor, Caltrans and/or the California Highway Patrol. C-5 CUSTOMER ASSISTANCE SPECIALIST (CAS) C-5.l Uniforms The CONTRACTOR shall provide uniforms to all personnel who, as a regular part of their job, come in contact with the AGENCIES' customers or the general public. Presently, Customer Assistance Specialist (CAS) members and ETIM personnel wear uniforms when working on the road; other contract staff dresses in a professional manner. The CONTRACTOR shall provide an adequate number of uniforms, along with a professional cleaning service, to assure that each employee has a clean uniform. Uniforms shall be conformed to identify both OCTA and RCTC 91 Express Lanes operations . C-5.2 Transportation and Vehicles The CONTRACTOR shall operate all AGENCY provided vehicles necessary to perform the Work in conformance with the Agreement. The AGENCIES will provide vehicles to support motorist/roadside service and maintenance services. A procedure shall be implemented to allow for operation of the vehicles in a clean and safe manner. The CONTRACTOR shall be responsible for the maintenance of the vehicles. The CONTRACTOR shall utilize AGENCY provided vehicles as necessary to carry out all aspects of the work. The CONTRACTOR shall operate a customer service patrol/motorist service program which is provided to promote safety and rapid travel through the Express Lanes. This service utilizes uniformed attendants who are dispatched from the toll plaza to patrol the lanes for disabled vehicles, road hazards, accidents, and other incidents which affect the safety and efficiency of the toll lanes. Attendants may tow vehicles, change tires, provide small quantities of gasoline, remove debris and help support in lane activities by the CHP and/or Caltrans when requested. The service currently operates with 5 to 6 patrol attendant positions during the following hours: • Monday-Friday -5:00 a.m. to 9:00 p.m. • Saturday -8:00 a.m. to 7 p.m. • Sunday -8:00 a.m. to 9:00 p.m . A72 OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A The CAS responds to the following events on a regular basis. • Assist with a traffic incident • Assist with a traffic break • Assist with vehicle battery failures • Assist with clearing of channelizers or buffer debris • Flat tire assistance (change or inflate) • Gasoline/Diesel fuel assistance • Assist California Highway Patrol • Provide information • Assist with vehicle mechanical failure • Assist with overheated vehicle A73 • • • • • • A74 OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 EXHIBIT A OCTA Agreement Number: C-3-1529 RCTC Agreement Number: 13-31-105-00 • EXHIBIT A Attachments • A75 • • • • ORCOA Exhibit A Attachment 1-Performance Measures CONTENTS: This Attachment contains performance measures jointly established by the AGENCIES and CONTRACTOR in accordance with this Agreement. The standards address: • Traffic Operations • Customer Service and Violations Processing • Information Technology (IT) • Accounting. Administrative standards such as operating reports and the timeliness and accuracy of those reports are separately specified within the Statement of Work. INTENT: The attached measures are intended to provide a mutually understood desired level of service to be delivered by CONTRACTOR in its performance under the Agreement. Deviations from the established measures will be reviewed by the AGENCIES' General Managers and CONTRACTOR's Program Manager to determine if processes, technologies or other factors require attention to correct or further improve performance. CONTRACTOR and the AGENCIES have agreed that within the scope of the Agreement (including any subsequent amendments) that the performance measures will be reviewed at least annually and updated/changed, as appropriate, based on changes in toll road practices, policies, procedures, technology, customer behavior or other factors influencing service levels. UPDATE/REVISION PROCESS: At least semi-annually, the AGENCIES' General Managers and the CONTRACTOR Program Manager will meet to discuss the reported performance in regard to the measures then in force. As required, the managers will identify action items which may include: • Calibrating the existing measure(s) based on recent performance and identified performance factors. • Identifying measures which should be added, substituted or removed in the interest of more effectively tracking CONTRACTOR performance. • Identifying capital, people or other investments which may be warranted based on the cost/benefit of making those investments. • Implementing changes consistent with the intent of achieving established or A1-1 ORCOA Exhibit A Attachment 1-Performance Measures improved levels of service. Any matters which cannot be resolved between the managers will be elevated within the AGENCIES' and CONTRACTOR management structures as provided within the body of the Agreement. The parties agree that changes to the performance measures (and the body of this Attachment) may be made administratively without execution of a formal amendment to the Agreement. A1-2 • • •• • • • ORCOA Exhibit A Attachment 1 -Performance Measures PERFORMANCE & MEASUREMENTS FOR TRAFFIC OPERATIONS 1. Initial & Secondary Review Performance This performance standard affects both Traffic Operations Center (TOC) & Customer Assistance Specialists (CAS) employees. A Measure=All initial & secondary reviews that are forwarded by RAMS to the TOC/Roadside Operations departments will be completed and to the processing department within 15 days of receipt by the TOC/Roadside Operations. Measurement Source: Productivity Report from CONTRACTOR Intranet B. Initial and Secondary Review Errors This measurement refers to the percentage of plate misread errors that occur. Measure= the monthly performance standard for plate misread errors is established at misreads = or less than .4% of the number of plates read in a given month. Measurement Source: Plate Misread Error Report from CONTRACTOR Intranet Measurement Notes: The plate read error rate performance standard will be waived if either one or both of the following occur: If the back office system (RAMS) or the in-lane system fails to perform as expected, creating a backlog of images for CONTRACTOR staff to review the performance measure will be waived for the period of time it reasonably takes CONTRACTOR staff to review the backlog 2. CAS Performance Performance response time refers to the time it takes CAS Tow Truck drivers to respond to incidents on the 91 Express lanes ("Lanes") after notification by TOC and/or California Highway Patrol (CHP). Response times are dependent upon prompt notification to the CAS Tow Truck Driver of the incident by CHP and/orTOC and severity of traffic congestion at the time of the incident. Measure= The average monthly performance standard for response time by CAS Tow Truck drivers to incidents on the Lanes is established at 20 minutes per call. Measurement Source: Response Time Report from CONTRACTOR Intranet PERFORMANCE MEASUREMENTS FOR CUSTOMER SERVICE AND VIOLATION PROCESS A1-3 ORCOA Exhibit A Attachment 1 -Performance Measures 1. Violators Converted to Account Holders Measure=% -8% or more of non account violators converted to new accounts measured on a quarterly basis and 10% as the aggregate level on an annual basis. Measurement Source: RAMS Reports 2. Violation Collection Rate {CONTRACTOR Activities) Measure= % -70% or more of violations will be resolved by CONTRACTOR without referral to outside collection, measured on a quarterly basis and 74% as the aggregate level .on an annual basis. Measurement Source: RAMS 3. Quality Control/Customer Satisfaction Calls to Customers Measure= the Customer Service Management Team will place at least 75 outbound calls per month as a follow-up to incoming calls made into the Customer Service Center. Any open customer service items identified in follow calls will be reviewed and addressed within 2 business days of communicating with the customer. Measurement Source: CONTRACTOR log and RAMS notes on customer accounts. 4. Call Answering Measure= No more than 4% of call center calls (based on CSC Representative and IVR handled calls) measured on a monthly basis will be abandoned and the call wait time monthly average will not exceed 120 seconds. Measure Source: Phone system reports 5. Processing Response Time Measure= All received mail, fax, email (correspondence) or personal call/messages, including payments, must be responded to within 2 business days of receipt, measured on a monthly basis. Measurement Source: Daily productivity report. A1-4 • • • • • • ---~ -----------------------· --- ORCOA Exhibit A Attachment 1 -Performance Measures PERFORMANCE MEASUREMENTS FOR INFORMATION TECHNOLOGY 1. RAMS System Uptime Measure=The IT group will maintain 99% availability of the RAMS system, measured on a monthly basis and averaged for each twelve month period. System downtime may be scheduled at anytime between G:OOPM and G:OOAM, Monday through Friday, and at any time over the weekend, in order to complete repairs, for maintenance purposes, or to upgrade software, etc. The required uptime for each RAMS sub-system is specified below. Any unscheduled downtime during these hours will count towards the total downtime hours. Events outside the control of the IT group that may cause RAMS system downtime will not count towards the total downtime hours. An example of this type of event would be subsystems requiring 24- hour access may need to be taken down for maintenance: if the production database server needs maintenance, it may need to be taken off line. However the in-lane system will continue to gather data. When the production server comes back on-line, it will pick up and process stored data. No transactions will be lost. The in-lane server stores data for up to 90 days and can store it longer if necessary . The systems that comprise the RAMS system are defined as: l. Production database server (24 hr. access required) 2. Backup reporting server (7:00am to 7:00pm access required) 3. Application server (24 hr. access required) 4. lnterop functions (24 hr. access required} 5. Web/FTP server (24 hr. access required} 6. Image server (24 hr. access required} 7. DMV connection (Access is dependent upon DMV and line carrier) (7:00am to 7:00pm access required) Measurement Source: The CONTRACTOR IT group will keep a record of all downtime on a monthly basis, and any qualifying unscheduled downtime will be used to calculate RAMS system uptime for the month. In order to maintain and/or surpass this measure, the IT group will maintain a complete test environment so that Microsoft service packs and patches, anti-virus updates, RAMS patches and fixes, etc., can be fully tested before being moved to production. 2. Network Uptime A1-5 ORCOA Exhibit A Attachment 1 -Performance Measures Measure= The IT group will maintain 99% availability of the 91 Express Lanes network, measured on a monthly basis and averaged for each twelve month period. System downtime may be scheduled at anytime between 6:00PM and 6:00AM, Monday through Friday, and at any time over the weekend, in order to complete repairs, for maintenance purposes, or to upgrade software, etc, The required uptime for each network sub-system is specified below under item 3, 91 Express Lanes Performance Standards. Unscheduled downtime during these hours will count towards the total downtime hours. Events outside the control of the IT group that may cause network downtime will not count towards the total downtime hours. Examples of this type of event would be an ISP or telecom provider outage or problems caused by third party contractors of AG~NCIES, Lessor or other tenants working in the building. 3. SUB-SYSTEMS 91 EXPRESS lANES PERFORMANCE STANDARDS The sub-systems that comprise the 91 Express Lanes network infrastructure are defined as: 1. CSC Tl link (7:00am to 7:00pm access required) 2. AGENCIES Tl link {7:00am to 7:00pm access required) 3. Toll Zone network link, including fiber and switches (24 hr. access required) 4. Internet Tl link (24 hr. access required) 5. End user nodes (7:00am to 7:00pm access required for 90% of users) 6. TOC access (24 hr. access required) Measurement Source: The IT group will keep a record of all downtime on a monthly basis, and any qualifying unscheduled downtime will be used to calculate network system uptime for the month. In order to maintain and/or surpass this measure, the IT group will keep a reasonable stock of spare parts and equipment support contracts are maintained. A1-6 • • • • • • ORCOA Exhibit A Attachment 1 -Performance Measures PERFORMANCE MEASURES FOR ACCOUNTING 1. Accounting Tasks MEASURE= All accounting tasks are to be accurate, properly authorized, fully documented, and completed in accordance with deadlines as detailed in items A-H below. Measurement Source: AGENCIES and CONTRACTOR journal entries, reconciliations, financial reports and other information available. Measurement Notes: The performance measurement shall be to not exceed three (3) exceptions per month per AGENCY for all accounting tasks noted in items A-H below. The goal is for CONTRACTOR to provide accurate and timely recording of all accounting transactions. Proper reviews and reconciliations shall be performed by CONTRACTOR to ensure that any errors will be corrected in a timely manner. Exceptions will exclude circumstances that are deemed beyond CONTRACTOR control. Examples of such circumstances would be a third party failure to provide information timely such as banking information or interoperability invoices or system failures whether hardware or software related. A. Month End journal entries are to be transmitted to AGENCIES accounting by the end of the 3rd business day following month end including: • Minimum monthly fee accrual • Credit Card processing fees accrual • Customer Collections and Violations Collections accrual • Tax and Lottery intercept accrual • Accounts Receivable (A/R) and Accounts Payable (A/P) Other lnterop accrual B. Daily journal entries for Friday through Sunday are to be transmitted to AGENCIES by CONTRACTOR by the end of the business day on Monday. Daily journal entries include the cash receipts journal entry for violations collected the preceding day and cash receipts/adjustments journal entry for activity on customer accounts from the preceding day. C. Daily journal entries for Monday through Thursday are to be transmitted to AGENCIES by CONTRACTOR by the end of the following business day . A1-7 ORCOA Exhibit A Attachment 1-Performance Measures D. The following Month-End information is to be transmitted to AGENCIES accounting by the end of the 3rd business day following each month end: • Gift Certificate activity reconciliation • Amortization of Prepaid expenses schedule • Expense accrual information/Backup • Provide full month reconciliation of daily cash, check, credit card bank deposit to RAMS E. The following information/reconciliations are to be given to AGENCIES accounting by the end of the 15th business day following each month end: • Provide Customer prepaid toll sub ledger • Reconcile customer refunds per IFAS and/or EDEN A/P to RAMS activity for the month • Provide Transponder inventory results • Substantiate/verify customer transponder deposits in RAMS • Substantiate/verify customer promo tag deposit account balance F. The following information is to be given to AGENCIES accounting on a weekly basis (by the following Friday following each week end): • TCA A/P and A/R interoperability backup/information • Reconciliation of daily cash,· check, credit card back deposit to RAMS G. A/R Violation/Bad Debt analysis of outstanding receivables is to be given to AGENCIES accounting on a quarterly basis, (by the 15th business day following quarter end). H. Process all customer refunds, violator refunds and approved expenditures through IFAS A/P batches, EDEN A/P batches and/or the revolving fund on a weekly basis; due to AGENCIES by the close of business every Monday. A/P and revolving fund batches are to be completed with appropriate backup and expenditure authorization. Total errors for all the above 8 accounting performance measures (in aggregate) cannot exceed three (3) per month per AGENCY. A1-8 • • • • • I ' ' ORCOA Exhibit A Attachment 2 -Revenue Allocation Bank processing crcdrt card trarsJCt10n~ Master Custod1JI Account · Cash tr ansacttons. from CONTRACTOR ~------------------- Ill ~ ~------------------------- OCTA bank RCTC trustee brnk 111 Recording balances; No Right to Funds Conferred. OCTA and RCTC agree that any recording in OCTA's accounting ledgers, books and/or records of prepaid Customer Account balances or of any other Customer Account funds in the Master Custodial Account is for accounting purposes only, for the benefit of OCTA and RCTC, and shall confer no entitlement to or ownership or beneficial interest in any recorded amounts to OCTA, except OCTA's interest in having the amounts properly allocated and transferred as provided hereunder and in the Master Custodial Account Agreement. Any such amounts that appear on the OCTA books and ledgers are held by OCTA strictly in trust for the benefit of RCTC, OCTA, or the customer in question, as applicable, and OCTA shall have no right, unless approved in writing by RCTC'S Executive Director, or his or her designee, to disburse, assign, hypothecate, pledge, or transfer, whether voluntarily, involuntarily or by operation of law, such funds. Further, such funds may be directed for disbursement by the CONTRACTOR as provided in this ORCOA or as otherwise mutually agreed to by RCTC and OCTA, as set forth herein, and shall be subject to the terms and conditions set forth herein and in the Master Custodial Agreement. OCTA RCTC ______ ~ "1 CONTRACTOR acknowledges that CONTRACTOR is an intermediary of RCTC and OCTA hereunder and has no beneficial interest in any funds processed by CONTRACTOR, or held or distributed by the Custodian. CONTRACTOR ________ _ • A2-1 ORCOA Exhibit A Attachment 3 -Express Lane Operation Statistics This Attachment contains the following Express Lane Operation Statistics: 1) Current Anaheim and Corona Facilities 2) Weekly Status Updates 3) List of User Fees 1. Current Anaheim and Corona Facilities Anaheim Facilitv As part of the acquisition of the 91 Express Lanes franchise, OCTA retained the office space located in Anaheim, California, which houses staff supporting the day-to-day operations of the 91 Express Lanes including violations and other mail processing, accounting and information systems functions, and traffic operations. The Anaheim processing department receives approximately 160,000 pieces of US Mail annually and processes over 47,000 customer and violation payments for the Orange County portion of the 91 Express lanes. It is anticipated these volumes will increase to approximately 175,000 pieces of mail and 80,000 customer and violations payments commensurate with the expected increase in the number of active accounts related to the opening of the Express Lanes in Riverside County. Many customers of the OCTA express lanes will use the contiguous express lanes in Riverside County supporting more efficient cooperative toll operations. The Anaheim facility is also home to the Traffic Operations Center (TOC), which is staffed 24 hours a day, 7 days per week. In this center, traffic conditions on the SR91 general-purpose lanes and 91 Express Lanes are monitored and the 91 Express Lanes Customer Assistance Patrol is dispatched and/or the California Highway Patrol notified, when needed. The traffic operations staff also assists with license plate reviews of vehicles that enter the 91 Express Lanes without a transponder or which have a defective transponder. On average, staff conducts a total of 120,000 reviews each month for the Orange County portion of the 91 Express Lanes. It is anticipated license plate reviews will increase commensurate with the growth in total transactions resulting from the opening of the Riverside County Express Lanes . A3-1 • • • • • • ORCOA Exhibit A Attachment 3 -Express Lane Operation Statistics Anaheim Facility Address: 180 N. Riverview Drive, Suite 200 and 255 Anaheim, CA Corona Facility The 91 Express lanes Customer Service Center is located in Riverside County, in Corona. This 4,200 square feet facility houses the customer service representatives who operate the call center and walk-in service area. Customers at this facility can open accounts, update their existing accounts or inquire about their account status. Approximately 1,000 customers visit the Customer Service Center on a monthly basis. On average, the call center receives 7,000 calls weekly, with customer service representatives handling over 50 percent of the calls, and the interactive voice response (IVR) telephone system handling the balance. It is anticipated incoming calls will increase commensurate with expected growth in the number of accounts related to the opening of the Express Lanes in Riverside County. In addition to housing the Customer Service Center, the Corona facility has a transponder fulfillment area . Here, staff is responsible for management of the transponder inventory, which includes receipt, storage, distribution, warranty administration, replacement and disposal. Over the last ten years transponder distribution has averaged a net of approximately 1200 per year. It is anticipated transponder distribution will increase commensurate with the expected growth in the number of accounts resulting from the opening of the Express lanes in Riverside County. Prior to start up of tolling on the Riverside section, staffing will be increased and trained in preparation. Customer Service Center Address: 2275 Sampson Street, Suite 100 Corona, CA A3-2 ORCOA Exhibit A Attachment 3-Express Lane Operation Statistics 2. Weekly Status Updates Weekly status updates shall be provided to OCTA and RCTC in a format consistent with the format used under the Existing Operator Agreement, and satisfactory to the AGENCIES. The weekly status updates shall include the following: • traffic and revenue including weekly trip and revenue statistics • month to date trip information • fiscal year to date data • weekday peak volume information • customer service center in violation processing performance measure report including o transponder distribution o incoming call activity o carpool account update o incoming e-mail activity o congestion related complaints o tore update • operation highlights including o on Road operations o ETIM/information systems o finance and administration o marketing support • follow-up items • upcoming calendar of activities • upcoming tours A3-3 • • • • ORCOA Exhibit A Attachment 3 -Express Lane Operation Statistics 3. List of User Fees When required, the CONTRACTOR shall enter the following user fees into the system. Fees Description Fee Amount Fee Recurrence Convenience Plan Fee $75 One-time fee per Transponder enrollment, or addition of transponder to account Express Club Membership Fee $20 Each calendar month per Transponder Express Club AAA $18 Each calendar month per Transponder Membership Fee Standard Plan Minimum Fee $7 In tolls. Each calendar month per Transponder (travel on the 91 only} Prepaid Toll Amount To Open $40 A Credit Card Account Internal I External Any transponder added to a cash account will incur a Jransponder Deposit Cash $85/ $35 (internal tag) or $50{external tag) fee. A deposit of $100 $50 is required for every transponder on a cash Account account. Automatically Replenish / Each time account balance falls below $10, or one- $30 week's usage averaged over a three-month period Credit Card Account (whichever is greater} Automatically Replenish / $50 Each time account balance falls below $25 Cash Account Deactivation Fee $25 Credit Card Not Sufficient $25 Funds Fee Return Check Not Sufficient $25 Funds Fee Additional Statement $2 • A3-4 ORCOA Exhibit A Attachment 3 -Express Lane Operation Statistics Fees Description Fee ~mount Fee Recurrence Internal Mount Transponder $35 trransponder is lost, stolen or damaged Replacement External-Mount Transponder $50 External Transponder is lost, stolen or damage Replacement Fail to return internal mount $35 Upon termination or deactivation of account !Transponder Fail to return External-Mount !Transponder $50 Upon termination or deactivation of account The user fee may be amended in the AGENCIES' sole discretion. Amendments to the user fees shall be effective after 30 days of delivery of a revised fee schedule. Any such revised fee schedule shall replace this list of User Fees. A3-5 • • • • • ORCOA Exhibit A Attachment 4 -CONTRACTOR Expense Responsibilities Dept 10 -Administration 1 Quarterly AVO counts as specified in the SCAG MOU 2 Office business license 3 Document destruction -Anaheim and Corona 4 Company business checks s Storage of CSC records 6 Inspection & certification of fire extinguishers 7 Plant care at Anaheim 8 Office cleaning -Corona 9 Anaheim record storage 10 Drain cleaning & plumbing Issues -Anaheim & Corona kitchen 11 Courier services arranged by CONTRACTOR personnel 12 Shipping charges related to normal business 13 14 15 16 Equipment leases for copiers Office supplies -printer consumables Lunch room supplies (e.g. kitchen mats, drain stopper, etc.) Office supplies -Consumable supplies such as paper, pens, pencils, boxes, folders, etc. 17 Letter of Credit Fee Traffic counts will not be required for RCTC Excludes units required for new security measures Excludes any additional units or upgrade units as requested by AGENCIES to store materials other than what is currently being stored and required for new security measures. Special services for AGENCIES for marketing/other pickups are charged to AGENCIES Shipping charges for returns on parts/inventory/equipment originally paid for by AGENCIES will be AGENCIES obligation Anaheim and Corona AGENCIES purchase printers and pay for maintenance agreement (Care Pack). Does not include meeting supplies for AGENCIES' meetings such as drinks and lunches Does not include small office equipment such as calculators, headsets, special requested supplies, etc., • A4-1 ----------------------------·--------------··-·- ORCOA Exhibit A Attachment 4 -CONTRACTOR Expense Responsibilities • Dept 35 -Information Technology (IT) 1 McAfee Anti Virus Excludes any vendor program changes. 2 Minor parts such as cables or connectors Minor corrective maintenance. Excludes major hardware change out. Monitoring of security system. Excludes 3 Security System for Offices, Tollbooths & Data Centers upgrades/repairs/contract exclusions. Additional cost as a result of added security measures or upgrades shall be AGENCIES' obligation. Does not include additional storage units to store 4 Tape Storage for Daily Backup Tapes materials other than what is currently being stored as the result of changes in AGENCIES policy Combined both long distance and local charge. s Telephone Charges -including tele/web conferencing Excludes any changes in current coverage/repairs/replacements/upgrades. 6 Internet Services Excludes any changes in current coverage/repairs/replacements/upgrades. 7 T-1 Lines Excludes any changes in current coverage/repairs/replacements/upgrades • 8 Private Phone Line - OMV Excludes any changes in current coverage/repairs/replacements/upgrades 9 Security Audits PCl/DSS related audits A4-2 • • ORCOA Exhibit A Attachment 4 -CONTRACTOR Expense Responsibilities Dept 20 -Operations -Roadway 1 Empty cesspool & septic tanks for booths Routine service only -Does not include repairs or maintenance 2 Change locks, replace keys for booths Door and lock repairs not included 3 Roadway drain cleaning Routine cleaning -Drain cleaning as a result of construction or unusual events not included 4 Maintenance of on-road booth generators s Small parts & tools & minor repair supplies 6 Landscape maintenance on road Routine weed control and general maintenance. 7 Vehicle Decals 8 Minor plumbing repairs for booths Minor maintenance of highway signage -Does 9 Highway signage not include repair and replacement. Changes in design/logos not included. Relates to graffiti removal. Routine glare-guard screen replacement - 10 Glare guard screens Replacement due to damage or destruction by accidents not included. 11 Channelizers Applies to normal replacement. Special projects, • spacing changes or construction not included . Applies to normal replacement. Replacement for 12 Sales tax for channelizers special projects, spacing changes or construction not included. Routine replacement due to use -Replacement 13 Roadway reflectors related to spacing changes, construction or other special projects not included 14 Utilities -On-road water 15 Tow truck fuel 16 Tow truck maintenance 17 Parts for minor repairs of vehicles 18 Vehicle cleaning & licenses 19 Driver & Manager uniforms • A4-3 ORCOA Exhibit A Attachment 4 -CONTRACTOR Expense Responsibilities • 'Dept 22 -Operations -ETTM Traffic Systems, Electronic Toll Systems, Violation Systems and Phone Systems Maintenance ;,~m, Expense Description Comments I '' ' ' ·'' ' ,, Yearly preventative maintenance contractor for air 6 Bi-monthly service inspections. On call duty 24- 7 and includes filters. Does not cover costs for 1 conditioning units located at tollbooths and the Liebert 5- repairs and parts replacements. Does not cover ton backup units in Anaheim emergency maintenance and/or bad parts. Covers annual oil, air filter and element 2 Yearly preventative maintenance for Anaheim generator replacement and disposal of same. Does not cover costs for repairs and parts replacements. 3 Fire Suppression System for Data Center Does not cover costs for repairs and parts replacements. Costs incurred due to damage/upgrades not included. AGENCIES responsible for all costs for 4 VMS light bulbs, pixel boards, and filters repairs/upgrades outside routine costs of replacement parts for light bulbs, pixel boards and filters. Minor electrical connections, maintenance supplies and small hand tools such as connectors, 5 Miscellaneous electrical connections, maintenance supplies splicers, breakers, wire nuts, wire cutters, & tools insulation strippers, screw drivers, pliers, work gloves, screws, nuts, bolts, fuses, duct tape, drill bits, shovels, etc. • On-road maintenance related to Cofiroute USA 6 Provides Lane Closures for on-road maintenance maintenance obligations. Closures for Caltrans maintenance performed by Caltrans. For corrective maintenance purposes -Does not include upgrades. OCTA high mast lights can be 7 Light sensors relay for high-mast road lights lowered for maintenance. No lift needed. If lift required to reach lights, AGENCY responsible for cost of lift. For corrective maintenance purposes -OCTA high 8 High-mast light bulbs mast lights can be lowered for maintenance. No lift needed. If lift required to reach lights, AGENCY responsible for cost of lift. 9 UPS System Maintenance -Toll booths and Data Center Does not include TOC data closet. 10 UPS batteries for Toll booths Waterproofing and minor roof repair. AGENCIES 11 Toll booth roof repair/waterseal responsible for roof replacement and major repairs. 12 On road -Trash disposal 13 On road -Electricity 14 Service truck fuel 15 Service truck maintenance 16 Misc main, parts, cleaning & registration 17 Staff uniforms A4-4 • • ORCOA Exhibit A Attachment 4 -CONTRACTOR Expense Responsibilities Dept 28 -Processing '. 1'.ftef!i " Expense Description Comments' ~~~T:~~ l -~~1.::~ : " 1 Administrative hearing Does not include any changes to current policy 2 Hearing administration correspondence postage Does not include any changes to current policy Routine mailings -Does not include additional 3 Customer statement preparation, mailing and postage inserts requested by AGENCIES or changes in policy 4 Copier lease Supports the CSC postage meter, including 5 maintenance/repair, purchase of meter tape, ink, other supplies, etc. 6 Presort charges for bulk mail -Yearly meter portion of postage machine lease paid to USPS 7 Postage machine supplies 8 PO Box Does not include additions to existing number of PO boxes required by AGENCIES Routine postage costs related to customer • transponders, all violation and routine customer 9 Postage for outgoing mail correspondence Does not include special mailings, special projects, marketing, requested by AGENCIES or changes in policy. 10 Folding and mailer machine leases Reprints caused by logo/graphic changes not 11 Office supplies. letterhead, envelopes included. Does not include special mailings for marketing or other non-routine mailings . • A4-5 ORCOA Exhibit A Attachment 4 -CONTRACTOR Expense Responsibilities • T 40 -Customer Service Center (CSC) ~n,i:, Expense Description Comments ~*,~< /" ;,. l;f~.:,,. ~ ~~~~~\~ ·-~ Includes replacement name tags only. Does not 1 Name plates for cubicles & offices include additional names tags related to added cubicles. 2 Plant care at Corona Does not include destruction of transponders 3 Transponder destruction resulting from AGENCY policy change (e.g. recall/vendor change/transponder upgrade) Does not include transponder pickup resulting 4 Transponder pickup from AGENCY policy change (e.g. recall/vendor change/transponder upgrade) s PO Box Does not include additions to existing number of PO boxes required by AGENCIES 6 Supplies for postage meter 7 Out-going voice messaging Does not include AGENCY policy change 8 Lease on Corona postage machine and scale 9 Velcro for transponders 10 Sales tax on velcro 11 letterhead, envelopes, transponder address labels Materials within the welcome kit are AGENCIES' • 12 Welcome Kit holder/cover obligation. Reprints caused by logo/graphic changes not included. 13 General office supplies (staples, paper, pens) 14 Transponder envelopes A4-6 • • • ORCOA Exhibit A Attachment S -Reporting Requirements Reports shall be submitted as determined by CONTRACTOR and AGENCIES, unless otherwise specified. CONTRACTOR shall provide reports to the AGENCIES in compliance with the following reporting requirements. • Prepaid customer deposits report by customer, including customer account, name and balance, with the ability to interface with Excel. The sum of the detail records must agree with total prepaid deposits. This report must have the ability to be run for specific time periods and as of specific dates and must reconcile to the general ledger. • Transponder deposits report by customer, including customer account, name and deposit, with the ability to interface with Excel. This report must have the ability to be run for specific time periods and as of specific dates and must reconcile to the general ledger. • Customer refunds report by customer, including customer account, name and refund due, with the ability to interface with Excel. This report must have the ability to be run for specific time periods and as of specific dates and must reconcile to the general ledger. • Copies of netting schedules for Transportation Corridors Agency (TCA) interoperability transactions on a monthly basis. The netting schedule should show daily amounts invoiced by TCA, daily amounts accepted by the AGENCIES, daily credit card fees, and daily credit memos (difference between amounts invoiced and accepted). The netting schedule should also show daily amounts invoiced by the AGENCIES to TCA, daily amounts accepted by TCA, daily credit card fees, daily credit memos (between amounts invoiced and accepted), and the net amount owed. • Information and documentation regarding the Toll Road financial information shall be provided to the AGENCIES as requested as well as any ad hoc detailed and summary reports. • Week day peak volume report to be used in calculating the point at which toll rates should be adjusted either up or down. This report will be produced for OCTA and RCTC separately, covering their respective roadway sections. • Quarterly analysis of accounts receivables/bad debt for violations and collection customers, including historical collectability data and a detail by customer/violator account and amount. • A5-1 ORCOA Exhibit A Attachment 6 -Violation Fees Violation Fees Violation Notice 1 Violation Notice 2 (Notice of Toll Evasion Violation (Notice of Delinquent Toll Evasion Violation or NDTEV) or NTEV) Toll +$Initial penalty fee if paid Toll +$initial penalty fee if paid within 15 days of mailing within 30 days of NDTEV Toll +$additional penalty fee if paid after 15 days of mailing of NDTEV If there is no response to the Notice of Toll Evasion, or if there is no response to the Notice of Delinquent Toll Evasion Violation within 60 days of the mailing of the Notice of Delinquent Toll Evasion Violation, the delinquent penalties shall be considered to be a debt due and owing the • AGENCIES, and the AGENCIES may seek recovery in any lawful manner, pursuant to Section • 40267 of the Code. Collections Stage Penalty*** Notice ofToll Evasion Assignment/OMV Hold Additional penalty fee Subsequent Demand Notices $100 for the first violation within one year, $150 for the second violation within one year and -up to $****$200 for each additional violation within one year ***Paid in addition to the toll amount. **** the maximum penalty assessed by the AGENCIES for any single toll violation shall be no greater than 20 times the assessing agency's highest system toll in effect as of the date on which the violation occurs. In no event shall the AGENCIES be required to reduce its maximum penalty per violation below $150.00. A6-1 • • • • ORCOA Exhibit A Attachment 6 -Violation Fees The Violation Fees may be amended in the AGENCIES' sole discretion. Amendments to the Violation Fees shall be effective 30 days after delivery of a revised version of this Attachment Any such revised Violation Fees shall replace this Attachment . A6-2 OCTA Agreement Number: C-3-1529 • EXHIBITS EXHIBIT B OR CO A OCTA RCTC CUSA Operating Agreement AUTHORITY STATEMENT OF WORK FOR 91 EXPRESS LANES Bl • • OCTA Agreement Number: C-3-1529 • EXHIBITB RAMS SOFTWARE LICENSE FEE Capitalized terms used in this Exhibit B. and not otherwise defined herein, shall have the meaning set forth in the Agreement. In accordance with this Exhibit B, CONTRACTOR shall invoice AUTHORITY for the following: 1. AUTHORITY's share of the fee due under the Software Installation and license Agreement, as such agreement may be amended to include COMMISSION as a party. The annual fee due under the Software Installation and license Agreement shall be divided into twelve monthly lump sum payments of Seven Thousand Six Hundred Fifty Six Dollars ($7,656). An amount equal to one-half of the foregoing specified monthly lump sum payment shall be invoiced to AUTHORITY in accordance with Article 7(C)(l)(b), as applicable, of the Agreement. Notwithstanding any other provision of the Agreement, the monthly lump sum payment for the Software Installation and license Agreement, as set forth herein, shall not be subject to escalation. 2. Any "Additional Fees" payable by AUTHORITY to CONTRACTOR for RAMS changes which are requested by AUTHORITY pursuant to Section 6(b) of the Software Maintenance Agreement, as it may be amended from time to time, or any successor provision, not to exceed One Hundred Fifty Thousand Dollars ($150,000) per year. 3. The sum, agreed upon in writing by AUTHORITY and CONTRACTOR, for non-recurring or special services performed by CONTRACTOR for the AUTHORITY in respect of the 91 Express Lanes pursuant to Article 7(B)(l)(b) or 7(C)(l)(c) of the Agreement. B3 • • • • • EXHIBIT C RCTC Agreement Number: 13-31-105-00 EXHIBITC OR CO A OCTA RCTC CUSA Operating Agreement COMMISSION STATEMENT OF WORK FOR 91 EXPRESS LANES C1 • • • PRE-OPERATIONS PERIOD RCTC Agreement Number: 13-31-105-00 EXHIBIT C 1. Capitalized terms used in this Exhibit C, and not otherwise defined herein, shall have the meaning set forth in the Agreement. 2. In accordance with Article 4(D) of the Agreement, the additional services and requirements specified below include those special or additional services required of the CONTRACTOR by the COMMISSION which are above and beyond what will be provided under the Joint Statement of Work, Exhibit A, and include costs associated with the Pre-Operations and mobilization activities, services and work necessary to bring the RCTC Portion into operation with the OCTA Portion ("Pre-Operations Services"). The Pre-Operations Services to be provided by CONTRACTOR under this COMMISSION Statement of Work shall commence on the Effective Date and shall be completed by the Projected Opening Date, which is intended to be a period not to exceed six months, unless an earlier date is specified in the table below. 3. Sixty (60) days prior to the Effective Date CONTRACTOR shall submit to COMMISSION, for COMMISSION's review and written approval, CONTRACTOR's work plan, including a schedule, staffing plan and detailed cost estimate by the categories below, along with fully burdened hourly rates (unit labor rates) and an estimate of other direct costs and expenses, for the Pre-Operations Services. CONTRACTOR shall receive compensation for its actual costs, plus a mark-up on direct labor costs based on its COMMISSION approved audited overhead rate, agreed upon profit, and authorized reimbursements, for all Pre-Operations Services under this Exhibit C at the rates set forth in CONTRACTOR's approved work plan. The work plan shall not include a mark-up for other direct costs. The total compensation for the Pre-Operations Services to be provided under this Exhibit C shall not exceed $1,078,616 without written approval of the COMMISSION Representative. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates set forth in CONTRACTOR'S approved work plan. 3.1 CONTRACTOR shall submit to COMMISSION a bi-weekly statement which indicates the Pre-Operations Services completed, total costs and hours of services rendered by CONTRACTOR. The statement shall describe the amount of services, work and supplies provided since the initial commencement date of this Exhibit C, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. COMMISSION shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon . C3 3.2 RCTC Agreement Number: 13-31-105-00 EXHIBITC CONTRACTOR shall not be reimbursed for any expenses unless detailed herein, or authorized in writing by the COMMISSION Representative. 4. For procurement of any materials, equipment or supplies over $1,000 and up to $25,000 associated with this Exhibit C, Contractor shall obtain a minimum of three quotes (bids) and select the supplier that provides the lowest responsive bid. Any materials, equipment or supplies in excess of $25,000 will be procured by Commission, unless directed otherwise and provided for herein as Extra Work. 5. COMMISSION may request that CONTRACTOR perform Extra Work under this Exhibit C. As used in this Exhibit C, "Extra Work" means any work which is determined by COMMISSION to be necessary for the proper completion of the Pre-Operations Services, but which the parties did not reasonably anticipate would be necessary at the execution of the Agreement. CONTRACTOR shall not perform, nor be compensated for, Extra Work without written authorization from the COMMISSION Representative. 6. Cost estimates included in this Exhibit C for Pre-Operations are escalated to FY 2016/2017 dollars, and shall not be subject to escalation pursuant to Article 7(F) of the Agreement. 1 2 Training for a full-time Office <:oordinator to provide administrative and logistics support of the Pre-Operations period and process. This work includes: • Necessary training and set up of communications and document control programs and tracking tools, weekly and monthly reporting requirements and preparation and toll policy scheduling Administrative support to all managers, departments and staff, working with Accounting and IT to facilitate supplies and equipment requests. Training for a full-time Accounting Supervisor to provide: • Knowledge of business process, procedures and accounting functions related to the Express Lanes. • Supervision support and oversight of all revenue distribution and reporting, including training on RCTC Eden accounting system. • Support procurement, and other accounting activities C4 5 5 • • • • 3 4 • 5 6 • 7 RCTC Agreement Number: 13-31-105-00 EXHIBITC that will occur for the duration of the Pre-Operations period such as procurement of supplies and equipment, asset tracking, and to facilitate the implementation and monitoring of fiscal controls specific to the ramp up period. Training for two-(2) full-time Accounting Analysts to provide: 2 • Knowledge of business process, procedures and accounting functions related to the Express Lanes, including training on RCTC Eden accounting system. • Knowledge of revenue distribution and reporting, and payables. Training for a full-time Information Technology Project 6 (1) manager to provide: • Technical Project Management, coordinating any interface needs between vendors between SllC and Opening . Training for a full-time Business Analyst/ (BA/Bl) to provide: 5 • Development of reports and reporting needs for RCTC to match OCTA. • Facilitate any issue resolution and testing that may exist. • Develop and finalize reports specific to operations and maintenance involving tracking trips, trip revenue, and other operations statistics and are used to perform various functions, monitor staff performance and provide supporting fiscal controls that must be created by the BA/Bl for RCTC. • Work closely with RCTC users to design the Reports . Facilitate finalization of any interfaces or other work that will be deemed important for "go live". Training for a full-time Assistant Operations manager to 2 provide: • Knowledge of operating systems in RCTC lanes . • Understand supervision and accounting division between RCTC and OCTA. • Knowledge of emergency response and protocol. Training for a full-time Customer Assistance Specialist (CAS) 2 cs RCTC Agreement Number: 13-31-105-00 EXHIBITC 8 9 Lead personnel to provide: • Knowledge and practice operating systems in RCTC lanes. • Road safety training, emergency response protocol and new agencies involved. • Road level working knowledge of new lanes with unknown hazard spots. Training for four-(4) full-time CAS Drivers to provide: • Road safety training. • Emergency response protocol and new agencies involved. • Road level working knowledge of new lanes with unknown hazard spots. Training for two-(2) full-time ETIM specialists to provide: • Technical knowledge of all operating systems in RCTC lanes. • Road safety training 10 Training for a full-time TOC lead personnel to provide: • Knowledge of and practice with operating systems in RCTC lanes. • Monitoring of new cameras and image review protocol. • Knowledge of emergency response and new agencies involved. 2 2 2 11 Training for four-(4) full-time TOC Specialists to provide: 2 • Knowledge of monitoring new cameras and image review protocol. • Knowledge of emergency response and new agencies involved. 12 Training for a full-time Processing lead personnel to provide: • Knowledge of business process, procedures and functions related to the Express Lanes. • Supervision support and oversight of incoming customer and violation transaction updates to the back-office system. 13 Training for three-(3) full-time processing representatives to C6 2 2 • • • • • • RCTC Agreement Number: 13-31-105-00 EXHIBIT C provide: • Knowledge of business process, procedures and functions related to the Express Lanes with regards to incoming customer and violation transaction updates to the back-office system. 14 Training for a full-time Mailroom Clerk to provide: 2 • Knowledge of business process, procedures and functions related to the Express Lanes with regards to all outgoing and incoming customer and violation correspondence activities. 15 Training for a full-time Scanning clerk to provide: 2 • Knowledge of business process, procedures and functions related to the Express Lanes with regards to scanning documentation requirements housed in the back-office system. 16 Training for two-(2) full-time temporary processing representatives to provide: • Knowledge of business process, procedures and functions related to the Express Lanes with regards to incoming customer and violation transaction updates to the back-office system. 17 Training for a full-time Lead Customer Service Center Representative to provide: • Knowledge of business process, procedures and functions related to the Express Lanes. • Supervision support and oversight of incoming calls and front counter customer and violation activities. 18 Training for seven-(7) full-time Customer Service representatives to provide: • Knowledge of business process, procedures and functions related to the Express Lanes with regards to incoming calls and front counter customer activities. 19 Training for a full-time Transponder Clerk to provide: • Knowledge of business process, procedures and functions related to the Express Lanes with regards to transponder distribution and maintenance of inventory control. 20 Training for three-(3) full time temporary Customer Service C7 2 2 2 2 2 ·-----------------------------. representatives to provide: RCTC Agreement Number: 13-31-105-00 EXHIBITC • Knowledge of business process, procedures and functions related to the Express Lanes with regards to incoming calls and front counter activities. 21 Procure necessary office equipment and supplies for CSRs to provide for Customer Service support with regards to incoming calls and front counter activities. This office equipment (2) shall be comprised of the following: • 11 Headphones • 24 Desk-phones • 11 Soft-phones • 2500 Welcome Kits • 19 Transponder Envelope Boxes • Misc Supplies 22 Misc Office Equipment and Supplies (2): • Office Supplies/Letterhead • Priority Mailing System Lease • Postage • Scanners • Printer -Admin 23 Procure necessary roadside supplies to provide: Screwdriver Sets, Metric Combination Ignition Wrench Set; Laptop computer; drive socket module; Cushion grip adjustable wrench set; Tool set with bag; Homeowner Tool Set; Fluke 80 series V (five) multimeter; Tie wraps; Allen wrenches; Vault puller; Tape measure; Head Lamp; Industrial alcohol wipes; Crimping tool; Set of cutters & pliers & wire strippers; Small set screw driver; BNC crimp tool; Network Cat 5 crimp tool; Genger changer 9 pin for RS232 serial cables; Drill Set bits; Electric Drill; Soldering work station; Infrared viewer; Infrared temperature meter; Video Camera viewer; Computer Vacuum; Label maker; Shovels; Hats, reflective vests, safety glasses; Wire cutter scissors; Equipment & Tools for Service Pick Up; First Aid Kit; Air Hose; Push Broom; Shovel; 5 gal. Diesel Can; 5 gal. Unleaded Can; 5 Gal. Water Can; Floor Jack; Thin Wall Socket Set (for impact); Tire Iron; Fire Extinguisher; Long funnel; Bolt Cutters; WO 40; Jumper Cables; Box Wrench and Socket Set {SAE and Metric); Adjustable Pliers; Needle CB • • • • • • RCTC Agreement Number: 13-31-105-00 EXHIBITC Nose Pliers; Rubber Mallet; Hammer; Electrical and Duct Tape; Bailing Wire; Pry Bar; Safety Chains; Roll Over Chains; 5 LB Sledge Hammer; Drag Lights; 4x4x12 Wood piece; 4x4x48 Wood piece; Breaker Bar; Arrow Bar; Jack Stand; Flash Lights; Clip board/ Posse; Straps one pair; Tire Plugs; Sand Containers (Small Metal Trash Cans); Hand Held Tool Box; Bungee Cords; Flares; Tool Box for Impact Wrench; Yellow Blanket (We use for Fatal); Box Cutter; Basket Chain/ Strap (Tie car to lift); Crescent Wrench; Tire Gauge ; Driver & Manager Uniforms; Staff Uniforms; VMS Filters; Data Logger System; Miscellaneous Supplies & Tools; Miscellaneous Electrical Connections & Supplies 24 6 Months of Operating costs prior to opening consisting of: • Security Monitoring • Tow Truck Fuel • Tow Truck Maintenance • Service Truck Fuel • Service Truck Maintenance • UPS Maintenance • Fire Suppression for 3 TUBs 25 Pre-Operations period status meetings to provide review of 6 status and to identify risk/issue items. 26 Misc Costs: • Marketing Support • Contract Negotiations • Modify Dept Manuals Notes: (1) Since there is an overlap, current CONTRACTOR staff will provide support for the SllC and New Hire will be dedicated to IT support during Ramp-up. (2) Desktop and laptop computers, software, and mail room printer to be purchase by COMMISSION. Any materials, equipment or supplies in excess of $25,000 will be procured by Commission, unless directed otherwise and provided for herein as Extra Work . C9 RAMS SOFTWARE LICENSE FEE RCTC Agreement Number: 13-31-105-00 EXHIBIT C Capitalized terms used in this Exhibit C, and not otherwise defined herein, shall have the meaning set forth in the Agreement. In accordance with this Exhibit C, CONTRACTOR shall invoice COMMISSION for the following: 1. COMMISSION's share of the fee due under the Software Installation and License Agreement, as such agreement may be amended to include COMMISSION as a party. The annual fee due under the Software Installation and License Agreement shall be divided into twelve monthly lump sum payments of Seven Thousand Six Hundred Fifty Six Dollars ($7,656). An amount equal to one-half of the foregoing specified monthly lump sum payment shall be invoiced to COMMISSION in accordance with Article 7(C)(2)(b), as applicable, of the Agreement. Notwithstanding any other provision of the Agreement, the monthly lump sum payment for the Software Installation and License Agreement, as set forth herein, shall not be subject to escalation. 2. Any "Additional Fees" payable by COMMISSION to CONTRACTOR for RAMS changes which are requested by COMMISSION pursuant to Section 6(b) of the Software Maintenance Agreement, as it may be amended from time to time, or any successor provision, not to exceed One Hundred Fifty Thousand Dollars ($150,000) per year. 3. The sum, agreed upon in writing by COMMISSION and CONTRACTOR, for non- recurring or special services performed by CONTRACTOR for the COMMISSION in respect of the 91 Express Lanes pursuant to Article 7(B)(2)(b) or 7(C)(2)(c) of the Agreement. C10 • • • • • • - RCTC Agreement Number: 13-31-105-00 EXHIBITC (2) Desktop and laptop computers, software, and mailroom printer to be purchase by COMMISSION. Any materials, equipment or supplies in excess of $25,000 will be procured by Commission, unless directed otherwise and provided for herein as Extra Work. RAMS SOFTWARE LICENSE FEE Capitalized terms used in this Exhibit C, and not otherwise defined herein, shall have the meaning set forth in the Agreement. In accordance with this Exhibit C, CONTRACTOR shall invoice COMMISSION for the following: 1. COMMISSION's share of the fee due under the Software Installation and License Agreement, as such agreement may be amended to include COMMISSION as a party. The annual fee due under the Software Installation and License Agreement shall be divided into twelve monthly lump sum payments of Seven Thousand Six Hundred Fifty Six Dollars ($7,656). An amount equal to one-half of the foregoing specified monthly lump sum payment shall be invoiced to COMMISSION in accordance with Article 7(C)(2)(b), as applicable, of the Agreement. Notwithstanding any other provision of the Agreement, the monthly lump sum payment for the Software Installation and License Agreement, as set forth herein, shall not be subject to escalation. 2. Any "Additional Fees" payable by COMMISSION to CONTRACTOR for RAMS changes which are requested by COMMISSION pursuant to Section 6(b) of the Software Maintenance Agreement, as it may be amended from time to time, or any successor provision, not to exceed One Hundred Fifty Thousand Dollars ($150,000) per year. 3. The sum, agreed upon in writing by COMMISSION and CONTRACTOR, for non- recurring or special services performed by CONTRACTOR for the COMMISSION in respect of the 91 Express Lanes pursuant to Article 7(B)(2)(b) or 7(C)(2)(c) of the Agreement . C11 State Route 91 Operator Agreement For W~stern Riyerside County ;.l99SCPTC Opens the 91 Express Lanes ~1~fojects Ct>n~mlttee ,, " > ,":<',, '81hon RCTC, W2011 RCTC and OCTA, and .2008/2009 RCTC Obtains OCTA Execute Cof1route Finalize Cooperative Agreement Operator Agreement Purchases 91 State and Federal Tolling Authority Express Lanes 4/23/2013 1 Q: Why an Operator Agreement so soon before we open the lanes? A: Support project financing with cost and operational certainty 4/23/2013 2 [R~,;;P:~;;P~;i~ct·t~;··Rcrc.9J. I Express Lanes: I • Hiring/training Cofiroute i staff I • Procurement tow trucks, i computers, and equipment i • Complete tolling I infrastructure I Three-Party Contract: OCTA, 1 RCTC, and Cofiroute ! RCTC 91 Express Lanes and joint operation of entire 91 Express Lanes Three-Party Contract: OCTA, RCTC, and Cofiroute 4/23/2013 3 •Consistency in operations and maintenance, joint agency direction •In emergencies, use 91 Express Lanes resources of both agencies to ensure public safety •Procure and maintain insurance of the types and amounts specified • 1" level: Agency/company representatives (OCTA General Manager, RCTC Toll Program Director, and Cofiroute Program Manager) • 2°• level: Executives (OCTA CEO, RCTC Executive Director, and Cofiroute CEO) •Arbitration for disputes <$500,000 Hire staff Train staff • Accounting, information technology • customer service, administration • operations, toll, and traffic management • Learn business processes and procedures • Develop technical knowledge and expertise • Operations planning • Issue resolution and troubleshooting • Equipment, tools, and supplies • Computer hardware 4/23/2013 4 Transactions and Violations Key assumptions MC:ounts and Contracts Operations Administration Maintenance OCTA and the Commission split costs equally during the Ongoing Operations Period Commission pays for all additional costs during the Pre-Operations Period due to SR-91 CIP startup work Use of current business rules and operating procedures Continued use of the Traffic Operations Center and Customer Service Center -matching existing operations 4/23/2013 5 Sole source award governed by Commission's Procurement Policy Manual, Ch. 7, Sect. 1.0(A)(11) which authorizes a sole source award under the following circumstance: " ... a non-competitive procurement is in the public interest and in the best interest of the Commission." 4/23/2013 6 4/23/2013 7 • AGENDA ITEM 10 • • • • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: April 22, 2013 TO: Western Riverside County Programs and Projects Committee FROM: Shirley Medina, Programming and Planning Manager THROUGH: Cathy Bechtel, Project Development Director SUBJECT: Transportation Uniform Mitigation Fee Program Regional Arterial Funds -City of Perris Programming Request STAFF RECOMMENDA TJON: This item is for the Committee to: 1) 2) 3) Approve the request by the city of Perris to program Transportation Uniform Mitigation Fee (TUMF) Regional Arterial funds in the amount of $1.36 million for the Perris Boulevard widening project from Ramona Expressway to Perry Street; Accept $2,388,000 million in federal Surface Transportation Program (STP) funds from the Perris Boulevard project for reprogramming at the discretion of the Commission; ' Approve Agreement No. 08-72-097-02, Amendment No. 2 to Agreement No. 08-72-097-00, with the city of Perris to add TUMF funding for the construction phase; 4) Authorize the Executive Director, pursuant to legal counsel review, to execute the amendment on behalf of the Commission; and 5) Forward to the Commission for final action. BACKGROUND INFORMATION: The city of Perris is requesting the programming of $1.36 million in TUMF Regional Arterial funds for the Perris Boulevard widening project from Ramona Expressway to Perry Street. The original TUMF project limits were from Ramona Expressway, north to the Perris Valley Storm Drai.n Lateral B, which is about one mile in length and estimated at approximately $4 million to construct. However, two development projects along the project segment resulted in advancing the construction of Perris Boulevard to six lanes between Markham Street and the northerly city limits. Therefore, the widening of Perris Boulevard from Ramona Expressway to Perry Street is the last segment remaining to be widened to six lanes. The cost of the remaining segment is estimated at $1. 7 million . Agenda Item 10 30 According to the Western Riverside Council of Government's {WR COG) TUMF Nexus Study, the Perris Boulevard project is eligible for $1. 7 million in TUMF construction funding. The original project was also to be funded with federal Surface Transportation Project {STP) funds in the amount of $2,388,000 million. Given that segments were funded with local developer dollars and were cleared under the California Environmental Quality Act {CEQA), the city of Perris would like to return the federal STP funds for future project programming at the discretion of the Commission. The current TUMF Regional Arterial programming balance is approximately $3 million. Due to this low funding balance, priority for programming TUMF Regional Arterial funding is limited to projects that are ready for construction. The city of Perris is ready to move forward with construction upon Commission approval of the $1.36 million in TUMF funding with the city contributing $340,000 in local city funds. Staff recommends approval of the city of Perris' request as presented. Financial Information In Fiscal Year Budget: I Yes I Year: I FY 13/14 Amount: I $1,360,000 Source of Funds: I TUMF Regional Arterial funds Budget Adjustment: I No GL/Project Accounting No.: 005128 81301 210 72 81301 $1,360,000 (TUMF construction) Fiscal Procedures Approved: ~~ I Date: I 04/15/13 Agenda Item 10 31 • • • • AGENDA ITEM 11 · • • -.. , ....•... . . I I .t \ • ....• "·.···. ':'' • • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: April 22, 2013 TO: Western Riverside County Programs and Projects Committee FROM: Edda Rosso, Capital Projects Manager Richard Bryan, Bechtel Rail Projects Manager THROUGH: Marlin Feenstra, Project Delivery Director SUBJECT: Amendment with STV Incorporated to Provide Design Support During Construction for the Perris Valley Line Project STAFF RECOMMENDATION: This item is for the Committee to: 1) Approve Agreement No. 07-33-123-10, Amendment No. 10 to Agreement 07-33-123-00, with STV Incorporated (STV) for design support during construction for the Perris Valley Line (PVL) in the amount of $6,841, 749, plus a contingency amount of $1 million, for a total amount not to exceed 2) 3) 4) $7,841, 749, and a total authorized contract value of $48,673,386; Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; Authorize the Executive Director or designee, pursuant to legal counsel review, to approve the use of the contingency as may be required for the project; and Forward to the Commission for final action. BACKGROUND INFORMATION: At its September 12, 2007 meeting, the Commission approved the selection process and awarded Agreement No. 07-33-123-00 to STV to provide planning, environmental, and preliminary engineering services for the PVL contingent on Federal Transit Administration (FT A) approval to enter into preliminary engineering, which was received on December 14, 2007. During the past five years, significant progress has been made including 100 percent design, approval of the state Environmental Impact Report (EIR) and the federal Supplemental Environmental Assessment (SEA), and the development of bid packages for invitation for bid issued on October 31, 2012. Of the nine amendments issued to STV, two of these are being amended as follows: Agenda Item 11 32 • • At its October 8, 2008 meeting, the Commission approved Agreement No . 07-33-123-02, Amendment No. 2 in the amount of $255,000 for preliminary landscape design for the Greenway Corridor Transportation Enhancement project. The balance of this amendment ( $1 71 , 164) and the approved contingency ($23,993) will be deleted in the current amendment. At its December 8, 2010 meeting, the Commission approved Agreement No . 07-33-123-06, Amendment No. 6 in the amount of $255,000 for closed circuit television design. The balance of this amendment ($18,094) and the approved contingency ( $23, 715) will be deleted in the current amendment. Additional Services for Amendment No. 10 Staff is requesting the Commission to approve Amendment No. 10 to replenish the budget for design services during construction and provide additional funding for the extension of design services during construction. Amendment No. 10 funds will also be used to support the completion of the entitlement and permitting process, including fees to external agencies and jurisdictions, and to support schedule extension of design services during construction, as summarized below: • • • Increase in construction support, three months of project closeout support, and Small Starts Grant Agreement delay ($2,008, 782); Environmental support and additional services including support for Orange Empire Railway Museum, Union Pacific Railroad (UPRR), city of Riverside, Riverside Unified School District, Burlington Northern Santa Fe, and Southern California Regional Rail Authority (SCRRA)($599,483); Extension of administrative services, and additional design work ($3, 196,583); • Unanticipated design requests generated through the entitlement process ($200,000); and • Additional project analysis ($836,901 ). This additional work includes, but is not limited to, the following design activities: • An unanticipated increase in administrative project costs related to time extensions not included in other design trend change notices; • Construction support of the Marlborough connection with the UPRR due to the abandonment of the Union Pacific Riverside Industrial Lead (UPRIL); • Analysis of soil management program to reduce overall construction costs related to excess soil; • Additional design effort to address project clarification requests from the city of Perris and SCRRA; • Development of additional survey support and legal descriptions and plats for required easements; Agenda Item 11 33 • • • • • • • • Additional geotechnical investigation support for additional design work resulting from design clarifications; and Unanticipated work related to design clarifications resulting from the entitlement approval process. During the past few years, a number of significant issues and decisions have resulted from joint Commission-SCRRA-FTA consultation on the project including: • • • • • • • • • • Coordinated with the Federal Railroad Administration and SCRRA to develop the Threat Hazard Analysis; Received "Findings of No Significant Impact" from the FTA for the SEA; Advanced the project to a 100 percent design level and developed the bid package documents; Selected the final station designs and developed those designs to the 100 percent level; Commenced the entitlement and permitting process for the stations; Identified conflicting utilities and initiated resolution of those conflicts, which included meetings with utility companies to facilitate required relocations; Completed a number of existing utility relocations; Eliminated the UPRR diamond crossing at Marlborough Avenue that was replaced by a switch track connecting the San Jacinto Branch Line to the UPRIL; Developed and implemented the contractor prequalification process; Released the project design for bid. Bids received were consistent with the engineer's estimate and an apparent low bidder contractor has been selected; • Completed value engineering revisions to design documents which reduced the overall project budget through descoping or design alternatives considered in the bid package; • Coordinated with the California Public Utility Commission (CPUC) on crossing designs and CPUC approval of the 18 grade crossing applications (including two new pedestrian crossings); • Prepared and submitted the draft SSGA to the FT A; • Obtained approval of the design criteria checklist and certificates of conformance from the Safety and Security Certification Committee; and • Resolved level boarding issues at the stations for the FT A. Budget Summary STV provided a detailed scope of work, cost, and schedule for proposed Amendment No. 10. The information provided was reviewed in detail by staff, and negotiations were held with STV to obtain the best value for the proposed work. The total cost for the proposed services is $6,841,749 plus a contingency of $1 million for a total amount not to exceed $ 7 ,841 , 7 49 . Agenda Item 11 34 The Commission approved a total of $41,068,603 to STV through the original • agreement and Amendments No. 1 through 9. With the removal of the remaining funds associated to Amendments No. 2 and No. 6 and approval of proposed Amendment No. 10, the total authorized amount for the STV agreement will be $48,673,386. Financial Information In Fiscal Year Budget: I Yes I I FY 2013/14 Amount: I $4,669,000 N/A Year: FY 2014/15 + $3, 172, 749 Source of Funds: Local Agency Reimbursements, Budget Adjustment: I No Measure A, FT A N/A 003800 81304 221 33 81301 $ 57,000 003823 81304 2213381301 $3,798,000 003823 81020 221 33 81101 $ 350,000 003827 81304 221 33 81301 $ 13,000 GL/Project 003829 81304 221 33 81301 $ 28,000 Accounting Nos.: 003830 81304 221 33 81301 $ 28,000 003831 81304 221 33 81301 $ 8,000 003832 81304 221 33 81301 $ 12,000 003834 81304 221 33 81301 $ 375,000 FY 2013/14 Total $4,669,000 Fiscal Procedures Approved: I ~~ I Date: I 04/16/13 Attachment: STV Amendment Log Agenda Item 11 35 • • • Attachment 1 Summary of STV Agreement No. 07-33-123-00 Commission Commission Commission Authorized Authorized Authorized STV Contract Amount Contingency Total Original $ 12,000,000 $ 5,300,000 $ 17,300,000 ·. $14,832,951 Authorization: I Amendments - 1 ---··,: - 2 231,007 23,993 255,000 j;~~ 231,007 3* --·:·•· 1,427,600 /'{; !:· 4** 14,247,935 1,900,000 16,147,935 . 13,683,052 '}:; • 5* --1,900,000 6 231,285 23,715 255,000 231,285 .. · 7*** 5,510,668 1,600,000 7, 110,668 7,115,000 . 8 --- 9** :: 1,647,708 Subtotal $ 32,220,895 $ 8,847,708 $ 41,068,603 ('. $ 41,068,603 10 A **** (proposed) $ (189,258) $ (47,708) $ (236,966) k ..• $ (236,966) > 1 O B (proposed) $ 6,841,749 $ 1,000,000 $ 7,841,749 . $ 6,841,749 Totals $ 38,873,386 $ 9,800,000 $ 48,673,386 $47,673,386 * Includes use of contingency ** Includes use of contingency and unspent funds *** Includes use of unspent funds **** Includes removal of remaining unspent funds and contingency from Amendments No. 2 and 6 • Rev. 0 36