HomeMy Public PortalAbout08 August 26, 2013 Western Riverside County Programs and ProjectsRIVERSIDE COUNTY TRANSPORTATION COMMISSION
WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE
MEETING AGENDA
TIME: 1:30 p.m.
DATE: Monday, August 26, 2013
LOCATION: BOARD ROOM
County of Riverside Administrative Center
4080 Lemon Street, First Floor, Riverside
COMMITTEE MEMBERS
Andrew Kotyuk, Chair / Scott Miller, City of San Jacinto
Frank Johnston, Vice Chair / Micheal Goodland, City of Jurupa Valley
Bob Botts / Deborah Franklin, City of Banning
Karen Spiegel / Eugene Montanez, City of Corona
Adam Rush / Ike Bootsma, City of Eastvale
Scott Mann / Wallace Edgerton, City of Menifee
Tom Owings / Marcelo Co, City of Moreno Valley
Berwin Hanna / Kathy Azevedo, City of Norco
Daryl Busch / Al Landers, City of Perris
Ben Benoit / Timothy Walker, City of Wildomar
Kevin Jeffries, County of Riverside, District I
Marion Ashley, County of Riverside, District V
STAFF
Anne Mayer, Executive Director
John Standiford, Deputy Executive Director
AREAS OF RESPONSIBILITY
Air Quality, Capital Projects,
Communications and Outreach Programs,
Intermodal 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
related 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-00015
Riverside County Transportation Commission
TO:
FROM:
DATE:
SUBJECT:
Riverside County Transportation Commission
Jennifer Harmon, Office and Board Services Manager
August 21, 2013
Possible Conflicts of Interest Issues -Western Riverside County Programs and
Projects Committee Agenda of August 26, 2013
The August 26, 2013 agenda of the WRC Programs and Projects Committee includes items which
may raise possible conflicts of interest. A RCTC member may not participate in any discussion or
action concerning a contract or amendment if a campaign contribution of more than $250 is
received in the past 12 months or 3 months following the conclusion from any entity or
individual listed.
Agenda Item No. 9 -List of Pre-Qualified Firms and Agreements for On-Call Environmental
Consulting Services
Consultant( s): HOR Engineering, Inc.
2280 Market Street, Suite 100
Riverside, CA 92501
Thomas Kim, Senior Vice President
/CF Jones & Stokes, Inc.
3550 Vine Street, Suite 100
Riverside, CA 92507
Harlan Glines, Senior Vice President
LSA Associates, Inc.
20 Executive Park, Suite 200
Irvine, CA 92614
Rob Mccann, President
VCS Environmental
30900 Rancho Viejo Road, Suite 100
San Juan Capistrano, CA 92675
Julie Vandermost, President
Agenda Item No. 10 -Amendment to Interstate 15 Corridor Improvement Project Engineering
Agreement with HOR, Inc.
Consultant(s): HOR Engineering, Inc.
2280 Market Street, Suite 100
Riverside, CA 92501
Thomas Kim, Senior Vice President
Alexandra Rackerby
From:
Sent:
To:
Subject:
Attachments:
Alexandra Rackerby
Thursday, August 22, 2013 10:48 AM
Alexandra Rackerby
RCTC Western Riverside County Programs and Projects Committee -lpad Compatible Users
Conflict of Interest Form.pdf; Conflict of Interest Memo.pdf
Good morning Commissioners,
The Western Riverside County Programs and Projects Committee agenda for Monday August 26, 2013 is
posted on our website at http://www.rctc.org/uploads/media items/western-riverside-county-
programs-and-pro jects-committee-august-26-2013.original.pdf Also, attached is the Conflict of
Interest Memo and Form for your information. Let me know if you have any questions or concerns.
Thank you.
Respectfully,
Allie Rackerby
Riverside County Transportation Commission
(951) 787-7141
1
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, August 26, 2013
BOARD ROOM
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.
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.
Western Riverside County Programs and Projects Committee
August 26, 2013
Page 2
5. APPROVAL OF MINUTES – JUNE 24, 2013
6. ADDITIONS/REVISIONS (The Committee may add an item to the Agenda after making a
finding that there is a need to take immediate action on the item and that the item came to
the attention of the Committee subsequent to the posting of the agenda. An action adding
an item to the agenda requires 2/3 vote of the Committee. If there are less than 2/3 of the
Committee members present, adding an item to the agenda requires a unanimous vote.
Added items will be placed for discussion at the end of the agenda.)
7. TRANSPORTATION UNIFORM MITIGATION FEE REGIONAL ARTERIAL PROGRAM – CITY OF
CORONA DEVELOPER CREDIT REIMBURSEMENT AGREEMENT
Page 1
Overview
This item is for the Committee to:
1) Approve the reimbursement of $3,051,636 to the city of Corona (Corona) as
described in the Transportation Uniform Mitigation Fee (TUMF) Administrative
Plan’s, TUMF Credit/Reimbursement Eligibility Process, to reimburse local agencies
that enter into credit reimbursement agreements with developers for the
construction of TUMF arterial road improvements;
2) Approve Agreement No. 14-72-013-00 that stipulates $490,000 will be paid to
Corona upon execution of the agreement and additional reimbursement payments of
up to five percent of annual TUMF regional arterial revenues will be reimbursed to
Corona until the $3,051,636 obligation is complete;
3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to
execute the agreement on behalf of the Commission;
4) Approve a budget adjustment to increase regional arterial expenditures $332,500;
and
5) Forward to the Commission for final action.
Western Riverside County Programs and Projects Committee
August 26, 2013
Page 3
8. INTERSTATE 215 SOUTH CONNECTOR GAP CLOSURE PROJECT – PROJECT APPROVAL,
ENVIRONMENTAL DOCUMENT, AND FINAL DESIGN
Page 19
Overview
This item is for the Committee to:
1) Approve the programming of federal Surface Transportation Program (STP) funds in
the amount of $1,225,000 for the project approval and environmental document
(PA&ED) and preliminary specifications and estimate (PS&E) phases;
2) Approve Agreement No. 14-31-004-00 with Caltrans for the PA&ED PS&E phases for
the Interstate 215 South connector gap closure project;
3) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on
behalf of the Commission;
4) Authorize the Executive Director, pursuant to legal counsel review, to execute any
future non-funding related amendments; and
5) Forward to the Commission for final action.
9. LIST OF PRE-QUALIFIED FIRMS AND AGREEMENTS FOR ON-CALL ENVIRONMENTAL
CONSULTING SERVICES
Page 50
Overview
This item is for the Committee to:
1) Award the following agreements to provide on-call environmental consulting services
for a two-year term, in an amount not to exceed an aggregate value of $1.5 Million;
a) Agreement No. 13-31-132-00 with ICF International;
b) Agreement No. 13-31-149-00 with LSA Associates, Inc.;
c) Agreement No. 13-31-150-00 with HDR Engineering, Inc.; and
d) Agreement No. 13-31-151-00 with VCS Environmental;
2) Authorize the Executive Director, or designee, to execute task orders awarded to the
consultants under the terms of the agreements;
3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to
execute the agreements on behalf of the Commission; and
4) Forward to the Commission for final action.
Western Riverside County Programs and Projects Committee
August 26, 2013
Page 4
10. AMENDMENT TO INTERSTATE 15 CORRIDOR IMPROVEMENT PROJECT ENGINEERING
AGREEMENT WITH HDR, INC.
Page 114
Overview
This item is for the Committee to:
1) Approve Agreement No. 08-31-059-03, Amendment No. 3 to Agreement
No. 08-31-059-00, with HDR, Inc. (HDR) for environmental and preliminary
engineering services consistent with the Interstate 15 Corridor Improvement Project
(CIP) scope;
2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to
execute the agreement on behalf of the Commission; and
3) Forward to the Commission for final action.
11. ACCESS EASEMENT TO THE RIVERSIDE COUNTY FLOOD CONTROL AND WATER
CONSERVATION DISTRICT
Page 211
Overview
This item is for the Committee to:
1) Grant the Riverside County Flood Control and Water Conservation District
(RCFC&WCD) an access easement at the Moreno Valley March Field Station site;
2) Approve Agreement No. 14-33-024-00 between the Commission and RCFC&WCD
pertaining to the roles and responsibilities of each regarding the property,
improvements, drainage facility, and easements at the station site and
reimbursement of RCFC&WCD costs not to exceed $5,000;
3) Authorize the Executive Director, pursuant to legal counsel review, to execute the
agreement on behalf of the Commission; and
4) Forward to the Commission for final action.
12. COMMISSIONERS / 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, September 23, 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
AUGUST 26, 2013
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RIVERSIDE COUNTY TRANSPORTATION COMMISSION
WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS
COMMITTEE
ROLL CALL
AUGUST 26, 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
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AGENDA ITEM 5
MINUTES
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE
Monday, June 24, 2013
MINUTES
1. CALL TO ORDER
The meeting of the Western Riverside County Programs and Projects Committee was
called to order by Chair Andrew Kotyuk at 1:30 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
At this time, Vice Chair Ben Benoit led the Western Riverside County Programs and
Projects Committee in a flag salute.
3. ROLL CALL
Members/Alternates Present Members Absent
Marion Ashley* Scott Mann
Ben Benoit
Bob Botts
Daryl Busch
Berwin Hanna
Kevin Jeffries
Frank Johnston
Andrew Kotyuk
Tom Owings
Adam Rush
Karen Spiegel
*arrived after meeting was called to order.
4. PUBLIC COMMENTS
There were no requests to speak from the public.
RCTC WRC Programs and Projects Committee Minutes
June 24, 2013
Page 2
5. APPROVAL OF MINUTES – APRIL 22, 2013
M/S/C (Busch/Johnston) to approve the minutes as submitted.
6. ADDITIONS/REVISIONS
There were no additions or revisions to the agenda.
7. AMENDMENT TO AGREEMENT WITH CH2M HILL TO COMPLETE THE FINAL PROJECT
REPORT AND ENVIRONMENTAL DOCUMENT FOR THE STATE ROUTE 79 REALIGNMENT
PROJECT
Cathy Bechtel, Project Development Director, presented the scope of the amendment to
the agreement with CH2M Hill to complete the final project report and environmental
document for the State Route 79 realignment project.
M/S/C (Botts/Hanna) to:
1) Approve Agreement No. 02-31-043-08, Amendment No. 8 to Agreement
No. 02-31-043-00, with CH2M Hill to complete the Final Environmental
Impact Report/Final Environmental Impact Statement (FEIR/FEIS) and
project report for the SR-79 realignment project for a amount not to
exceed $4,494,074;
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, pursuant to legal counsel review, to
execute amendments for non-cardinal changes to the scope of work up
to a maximum contingency amount of $450,000 for a total amount not
to exceed $31,742,166 (includes original contract and previous
amendments of a contract value of $26,798,092);
4) Authorize the Executive Director, pursuant to legal counsel review, to
execute non-funding agreements for the environmental clearance and
design of the project; and
5) Forward to the Commission for final action.
RCTC WRC Programs and Projects Committee Minutes
June 24, 2013
Page 3
8. FISCAL YEAR 2013/14 MEASURE A COMMUTER ASSISTANCE BUSPOOL SUBSIDY
FUNDING CONTINUATION REQUESTS
Jillian Guizado, Staff Analyst, presented a brief overview of the fiscal year 2013/14
Measure A commuter assistance buspool subsidy funding continuation requests.
M/S/C (Rush/Johnston) to:
1) Authorize payment of $1,645/month maximum subsidy per buspool for
the period July 1, 2013 to June 30, 2014, to the existing Mira Loma,
Riverside, and Riverside II buspools;
2) Require subsidy recipients to meet monthly buspool reporting
requirements as supporting documentation to receive payments; and
3) Forward to the Commission for final action.
At this time, Commissioner Marion Ashley arrived at the meeting.
9. AUTO CENTER DRIVE STREET SIGNAL PROJECT TIED TO GRADE SEPARATION
Tanya Love, Goods Movement Manager, presented the scope of the agreement with the
city of Corona for the Auto Center Drive traffic signal project tied to the grade
separation.
Tanya Love clarified for Commissioner Adam Rush the Proposition 1B funding is locked
in to place once the city approves the project. If the project comes in under budget, the
Commission loses that money. The Commission cannot go back to the CTC and request
additional Proposition 1B funding but the city has agreed to pay the difference if the
project goes over budget.
M/S/C (Rush/Busch) to:
1) Approve Agreement No. 13-24-148-00 with the city of Corona (Corona)
for the installation of a traffic signal at the northerly driveway of the
West Corona Station and Auto Center Drive;
2) Authorize the Chair or Executive Director, pursuant to legal counsel
review, to execute the agreement on behalf of the Commission ;
3) Allocate $235,865 in 2009 Measure A Western County Commuter Rail
funds to Corona in support of the traffic signal; and
4) Forward to the Commission for final action.
Abstain: Corona
RCTC WRC Programs and Projects Committee Minutes
June 24, 2013
Page 4
10. COMMISSIONERS / STAFF REPORT
10A. John Standiford, Deputy Executive Director, announced:
• The Small Business Expo will be held on Thursday, June 27;
• Thank you to Commissioners Busch, Spiegel, and Ashley for attending the
Perris Valley Line editorial meeting;
• Construction has started on SR-60 near Blaine Street for the gap closure
project; and
• Anne Mayer, Theresia Trevino, and Michael Blomquist are in New York to
secure bond sales for the toll project.
11. 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 1:46 p.m. The next
meeting of the Western Riverside County Programs and Projects Committee is
scheduled for June 24, 2013, at 1:30 p.m.
Respectfully submitted,
Jennifer Harmon
Clerk of the Board
AGENDA ITEM 7
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: August 26, 2013
TO: Western Riverside County Programs and Projects Committee
FROM: Shirley Medina, Planning and Programming Director
THROUGH: John Standiford, Deputy Executive Director
SUBJECT: Transportation Uniform Mitigation Fee Regional Arterial Program – City of
Corona Developer Credit Reimbursement Agreement
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Approve the reimbursement of $3,051,636 to the city of Corona (Corona) as described
in the Transportation Uniform Mitigation Fee (TUMF) Administrative Plan’s, TUMF
Credit/Reimbursement Eligibility Process, to reimburse local agencies that enter into
credit reimbursement agreements with developers for the construction of TUMF arterial
road improvements;
2) Approve Agreement No. 14-72-013-00 that stipulates $490,000 will be paid to Corona
upon execution of the agreement and additional reimbursement payments of up to five
percent of annual TUMF regional arterial revenues will be reimbursed to Corona until
the $3,051,636 obligation is complete;
3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute
the agreement on behalf of the Commission;
4) Approve a budget adjustment to increase regional arterial expenditures $332,500; and
5) Forward to the Commission for final action.
BACKGROUND INFORMATION:
The TUMF Ordinance states that if a developer constructs a TUMF facility, the developer will
receive a credit against the TUMF obligation for the project improvements. This provision
applies to TUMF projects funded with zone or regional arterial funds. Western Riverside
Council of Governments (WRCOG) administers the TUMF Zone projects, and the Commission
administers the TUMF Regional Arterial projects. Local agencies enter into developer credit
reimbursement agreements and are responsible for the administration of such agreements
with developers. Upon completion of the project identified in the credit agreement between
the developer and the local agency, the local agency is to notify the TUMF program
administrator, WRCOG or the Commission, that the improvements are completed and accepted
by the city in accordance with the credit agreement.
Agenda Item 7
1
In this case, Corona entered into a developer credit reimbursement agreement with Far West–
JEC Corona Properties in November 2010. On July 8, 2013, Corona submitted a letter to the
Commission stating the developer completed a segment of Foothill Parkway West, including the
construction of the Hagador Canyon Bridge, which is part of the TUMF Regional Arterial
program of projects. The letter also states Corona concluded its audit and submitted audited
documents to WRCOG in compliance with the terms of the developer credit reimbursement
agreement. WRCOG reviewed and verified the documents are complete and consistent with
the requirements of the agreement. Corona indicates all building permits have been pulled and
the cost of construction above the project’s TUMF obligation but not exceeding the TUMF’s
maximum allowable cost is $3,051,636.
This developer credit reimbursement request is the first request the Commission received for
the TUMF Regional Arterial program that the Commission administers. The WRCOG TUMF
Zone program is structured differently than the Commission’s program. The Zone program is a
five-year program of projects, or Transportation Improvement Program, that is updated on an
annual basis. WRCOG sets aside 10 percent of TUMF annual revenues for developer credit
reimbursements due to its larger, multi-year program. The Commission’s Regional Arterial
program consists of 24 projects approved by the Commission in September 2004 with minor
changes to the original project list. In FY 2010/11, the Commission initiated a 5 percent set
aside of annual TUMF budgeted regional arterial revenues upon notification that a developer
credit reimbursement had been executed for a regional arterial project in Corona.
The TUMF Regional Arterial subcommittee, which is comprised of public works directors,
typically meets annually in September to discuss and recommend new project programming for
the year based on funding availability beyond projected project expenditures. For TUMF
regional arterial projects that have been programmed and have executed agreements,
projected expenditures for FY 2013/14 and FY 2014/15 are as follows:
Agency Project Number/Description FY 13/14
$ (000’s)
FY 14/15
$ (000’s) Phase*
Corona 005102/Foothill Parkway 2,200 7,031 R/W
Corona 005103/Green River 3,542 81 PS&E,Cons
Lake Elsinore 005104/I-15 Railroad Canyon 211 PA&ED
Moreno Valley 005106/Perris Blvd (Cactus-PVSD) 900 1,565 Cons
Perris 005128/Perris Boulevard 1,492 - PA&ED, PS&E,
Cons
Riverside 005108/SR-91/Van Buren Interchange 2,122 - R/W, Cons
Riverside Co. 005107/Reche Canyon 30 334 PA&ED
Riverside Co. 005115/Van Buren (Clay-Santa Ana) 1,462 - Cons
Riverside Co. 005116/Van Buren (Washington-Wood) 350 - PS&E
TOTAL $12,309 $9,001
*Right of way (R/W), construction (Cons), project approval and environmental document (PA&ED), and plans
specifications and estimates (PS&E)
In accordance with the 2009 Measure A, the TUMF revenues made available to the Commission
are to fund equally the regional arterial system and the development of new corridors such as
Agenda Item 7
2
the Community and Environmental Transportation Acceptability Process (CETAP). Although
FY 2012/13 year end closing procedures have not yet been completed, staff estimated the
TUMF Regional Arterial fund balance as of June 30, 2013 at $18.5 million. Based on this
projected fund balance, the following is an analysis of the TUMF Regional Arterial fund balance
projected as of June 30, 2014:
Estimated TUMF Regional Arterial fund balance at June 30, 2013 $ 18,531,000
FY 2013/14 TUMF Regional Arterial budget:
TUMF revenues and interest income $ 3,168,000
TUMF expenditures for above projects (12,309,000)
Other TUMF-related expenditures (1,010,000)
Excess of expenditures over revenues $ (10,151,000) (10,151,000)
Projected TUMF Regional Arterial fund balance at June 30, 2014 8,380,000
Outstanding TUMF programming commitments for FY 2014/15 9,001,000
Projected deficiency of TUMF Regional Arterial funds as of June 30, 2014 $ (621,000)
The analysis above excludes other TUMF Regional Arterial fund expenditures for which there
are other additional funding sources such as 2009 Measure A regional arterial and highway and
TUMF CETAP.
Programming requests anticipated for FY 2013/14, FY 2014/15, and thereafter aggregating
$45,365,000 are as follows:
Agency Project Number/Description FY 13/14
$ (000’s)
FY 14/15
$ (000’s)
FY 15/16 &
Beyond
$ (000’s)
Phase*
Lake Elsinore 005104/I-15 Railroad Canyon
Interchange
289 10,926 PA&ED, Cons
Moreno
Valley
005105/Perris Boulevard
(Ironwood-Manzanita)
1,700 1,300 - Cons
Riverside Co. 005116/Van Buren (Washington-
Wood)
2,000 2,900 PS&E
Riverside Co. 0051XX/Potrero Boulevard 2,000 Cons
Riverside Co. 005131/I-15 Limonite Interchange 4,250 20,000 R/W, Cons
TOTAL $7,950 $24,489 $12,926
As illustrated by the above analysis, there are insufficient funds to program the anticipated
requests for funding of over $45.4 million, including current year anticipated requests of
$8 million. The TUMF Regional Arterial subcommittee will meet on August 22, 2013, to review
the current programming requests, and its recommendation on programming will be presented
during the discussion of this staff report at the August 26 Western Riverside County Programs
and Projects Committee meeting or at a future meeting.
The attached agreement with the city of Corona stipulates that a $490,000 payment, which is
the cumulative developer credit set aside amount to date, can be made upon execution of the
agreement. Future payments of 5 percent of annual TUMF Regional Arterial funds will continue
Agenda Item 7
3
to be paid to the city until the reimbursement of $3,051,636 is fully paid, unless the TUMF
Regional Arterial subcommittee recommends an additional payment above the 5 percent set
aside due to available funds beyond project programming needs.
Developer credit reimbursements are considered on a first-come, first-served basis. Therefore,
any future credit reimbursements agreements entered into between a local agency and
developer will be paid after the Commission completely reimburses the city of Corona for the
Foothill Parkway improvements.
The FY 2013/14 budget includes $157,500 as the current year developer credit set aside
amount. A budget adjustment of $332,500 is required to reflect the expenditure of amounts
set aside in prior years.
Financial Information
In Fiscal Year Budget: Yes
No Year: FY 2013/14
FY 2013/14 Amount: $157,500
$332,500
Source of Funds: TUMF Regional Arterial Budget Adjustment: No
Yes
GL/Project Accounting No.: 210 72 86405
Fiscal Procedures Approved: Date: 08/20/2013
Attachments:
1) Draft Agreement No. 14-72-013-00
2) July 8, 2013 Letter from City of Corona
Agenda Item 7
4
ATTACHMENT 1
Agreement No. 14-72-013-00
REIMBURSEMENT AGREEMENT FOR THE FUNDING OF
TUMF REGIONAL ARTERIAL IMPROVEMENTS
WITH THE CITY OF CORONA
1. Parties and Date.
1.1 This Agreement is made and entered into this day of , 2013, by and
between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (“RCTC”) and the
CITY OF CORONA (“City”). RCTC and City are sometimes individually referred to herein as
a “Party” and collectively as the “Parties”.
2. Recitals.
2.1 RCTC is a county transportation commission created and existing pursuant to
California Public Utilities Code Sections 130053 and 130053.5.
2.2 On November 5, 2002 the voters of Riverside County approved Measure A
authorizing the collection of a one-half percent (1/2%) retail transactions and use tax to fund
transportation programs and improvements within the County of Riverside, and adopting the
Riverside County Transportation Improvement Plan (the “Plan”).
2.3 The Plan establishes funding for any improved Regional Arterial System to be
funded by a mix of Measure A and Transportation Uniform Mitigation Fees (“TUMF”)
revenues.
2.4 RCTC intends, by this Agreement, to distribute TUMF funds to the City, subject
to the conditions provided herein, to be used by the City to reimburse Developer for the
Improvements, as those terms are defined below.
3. Definitions. Terms not otherwise expressly defined in this Agreement, shall have the
meaning and intent set forth in that certain reimbursement agreement entered into between the
City and Far West – JEC Corona Properties, LLC, a Delaware limited liability company
(“Developer”) dated November 17, 2010 (“Reimbursement Agreement”). The
Reimbursement Agreement is on file at the offices of the Parties and incorporated herein by this
reference.
4. Terms.
4.1 Purpose. This Agreement is intended to distribute TUMF Regional Arterial funds
to the City to reimburse the Developer for the construction of four lane street improvements for
Foothill Parkway, including the construction of the Hagador Canyon Creek Bridge
(“Improvements”), per the Western Riverside Council of Governments (“WRCOG”) TUMF
Administrative Plan guidelines and the Reimbursement Agreement.
5
4.2 Amount of Reimbursement; Payment .
4.2.1 Funding Amount. Subject to the terms, conditions and limitations set
forth in this Agreement, the Parties hereby agree that Developer is entitled to receive the dollar
amount by which the Actual Credit exceeds the dollar amount of the TUMF Obligation as
determined pursuant to that certain Improvement and Credit Agreement Transportation Uniform
Mitigation Fees entered into between the City and Centex Homes dated June 21, 2006, which
agreement is on file at the offices of the Parties and incorporated by this reference, and the
WRCOG TUMF Administrative Plan guidelines. Pursuant to the representations set forth in the
letter regarding reimbursement of TUMF funds to Developer dated July 8, 2013, from the City to
RCTC (“Letter”) and in reliance upon the approval of the reimbursement amount by WRCOG,
RCTC hereby agrees to distribute to the City, on the terms and conditions set forth herein, a sum
not to exceed Three Million Fifty One Thousand Six Hundred Thirty-Six Dollars ($3,051,636),
to be used exclusively for reimbursing the Developer for eligible expenses (“Funding
Amount”). A copy of the Letter is attached hereto as Exhibit A and incorporated by this
reference.
4.2.2 Payment of Reimbursement. Subject to Section 4.2.3 below, installment
payments of the Funding Amount shall be made on an annual basis at the beginning of each
fiscal year ([insert date]). The amount of available funds set aside in RCTC’s TUMF developer
credit reimbursement account as of September 2013 is Four Hundred Ninety Thousand Dollars
($490,000). An initial lump sum payment installment shall be made by RCTC to the City in the
amount of $490,000 following execution of this Agreement. RCTC may, but shall not be
obligated, to make payments on a more frequent basis in addition to the annual installment
payments when revenues are in excess of programming needs as determined by RCTC and the
TUMF subcommittee. Except as otherwise provided herein, RCTC’s obligations hereunder shall
continue until the Funding Amount is fully reimbursed.
4.2.3 Contingent Payment. RCTC’s obligation to make annual payments under
this Section 4.2 shall be fully contingent upon the availability of funding in its TUMF developer
credit reimbursement account. City understands and agrees that installment payment amounts
may vary from year to year and may be reduced to zero based upon funding amounts available to
RCTC. RCTC shall be entitled to allocate TUMF funding in its sole discretion, in accordance
with the requirements of the Plan and the TUMF Administrative Plan. Notwithstanding anything
to the contrary, in no event shall RCTC be responsible for nor shall Developer or City be entitled
to any interest or other cost adjustment for any delay in payment of the Funding Amount.
4.3 Additional Provisions Regarding Payments.
4.3.1 City Representations. City represents and warrants that it has audited
Developer and verified that the Funding Amount represents eligible and approved construction
costs for the Improvements that exceed the Developer’s TUMF Obligation. City further
represents and warrants that the Improvements have been completed and accepted by the City.
4.3.2 No RCTC Liability for Improvements. In no event shall RCTC be liable
for any claims, losses, damages or injuries of any kind, in law or equity, to property or persons,
arising out of or caused by the Improvements as a result of payments made under this
Agreement.
17336.02600\8166867.5 2
6
4.4 Adjustment of Funding Amount; Refund Obligation. If any Developer costs are
later determined to be ineligible pursuant to the Credit Agreement, Chapter 16.21 of the Corona
Municipal Code or the TUMF Administrative Plan adopted by WRCOG, the City shall refund
any excess disbursed TUMF Funds in its possession to RCTC, and the Funding Amount shall be
reduced to exclude the ineligible costs. The City shall fully cooperate with RCTC to recover any
TUMF Funds paid to Developer for ineligible costs.
4.4.1 Appeal to Commission. In the event of a disagreement between the
Parties regarding the reimbursement of the Funding Amount under Section 4.4, either Party may
appeal, in writing, to the RCTC Board.
4.5 Term/Notice of Completion. The term of this Agreement shall be from the date
first herein above written until the Funding Amount is fully reimbursed.
4.6 Representatives of the Parties. RCTC hereby designates RCTC’s Executive
Director, or his or her designee, as RCTC’s representative who shall have the authority to
administer this Agreement on behalf of RCTC (“Executive Director”). The City hereby
designates Kip Field, Public Works Director, or his or her designee, as the City’s representative
who shall have the authority to administer this Agreement on behalf of City (“Public Works
Director”).
4.7 Termination. This Agreement may be terminated for cause as further specified
below.
4.7.1 Notice. Either RCTC or the City may, by written notice to the other party,
terminate this Agreement, in whole or in part, in response to a material breach hereof by the
other Party, by giving written notice of termination to the other Party of such material breach.
The written notice shall provide a 30 day period to cure any alleged breach. During the 30 day
cure period, the Parties shall discuss, in good faith, the manner in which the breach can be cured.
In the event the breaching Party fails to cure the material breach or fails to engage in good faith
discussions regarding cure of the breach within the 30 day cure period, termination for cause
shall be effective as of the first day following the 30 day cure period.
4.7.2 Cumulative Remedies. The rights and remedies of the Parties provided in
this Section are in addition to any other rights and remedies provided by law or under this
Agreement.
4.8 Mutual Indemnification. To the fullest extent permitted by law, the City and
RCTC shall mutually defend, indemnify and hold the other Party and its directors, officials,
officers, employees and agents free and harmless from any and all claims, demands, causes of
action, costs, expenses, liabilities, losses, damages or injuries of any kind, in law or equity, to
property or persons, including wrongful death, to the extent arising out of the willful misconduct
or negligent acts, errors or omissions of the indemnifying Party or its directors, officials, officers,
employees and agents in connection with the performance this Agreement, including without
limitation the payment of expert witness fees and attorneys’ fees and other related costs and
expenses, but excluding payment of consequential damages. Notwithstanding the foregoing, in
17336.02600\8166867.5 3
7
no event shall either Party be responsible for the sole or gross negligence or willful misconduct
of the other Party.
4.9 Dispute Resolution. In the case of a dispute, claim or controversy arising under or
in relation to this Agreement the dispute shall be referred for negotiation to the Executive
Director and City Manager of City (“City Manager”). The Executive Director and the City
Manager agree to undertake good faith attempts to resolve said dispute, claim or controversy
within ten (10) calendar days after the receipt of written notice from the Party alleging that a
dispute, claim or controversy exists. The Parties additionally agree to cooperate in scheduling
negotiation sessions. However, if said matter is not resolved within thirty (30) calendar days
after conducting the first negotiating session, either Party may then request that the matter be
submitted to further dispute resolution procedures, as may be agreed upon by the Parties.
4.10 Legal Action. If a matter is not resolved within thirty (30) calendar days after the
first negotiating session between the Executive Director and the City Manager unless otherwise
agreed upon in writing by the Parties, either Party may proceed with any other remedy available
in law or in equity.
4.11 Books and Records. Each Party shall maintain complete, accurate, and clearly
identifiable records with respect to costs invoiced and payments made and received under this
Agreement. They shall make available for examination by the other Party, its authorized agents,
officers or employees any and all ledgers and books of account, invoices, vouchers, canceled
checks, and other records or documents evidencing or related to the expenditures and
disbursements charged to the other Party pursuant to this Agreement. Further, each Party shall
furnish to the other Party, its agents or employees such other evidence or information as they
may require with respect to any such expense or disbursement charged by them. All such
information shall be retained by the Parties for at least three (3) years following termination of
this Agreement, and they shall have access to such information during the three-year period for
the purposes of examination or audit.
4.12 Governing Law and Venue. This Agreement shall be governed by and construed
with the laws of the State of California. Any lawsuit brought in connection with this Agreement
shall be brought in the appropriate court in the County of Riverside, California.
4.13 Attorneys’ Fees. If either Party commences an action against the other Party
arising out of or in connection with this Agreement, the prevailing party in such litigation shall
be entitled to have and recover from the losing party reasonable attorneys’ fees and costs of suit.
4.14 Time of Essence. Time is of the essence for each and every provision of this
Agreement.
4.15 Headings. Article and Section Headings, paragraph captions or marginal
headings contained in this Agreement are for convenience only and shall have no effect in the
construction or interpretation of any provision herein.
4.16 Notification. All notices hereunder and communications regarding interpretation
of the terms of the Agreement or changes thereto shall be provided by the mailing thereof by
registered or certified mail, return receipt requested, postage prepaid and addressed as follows:
17336.02600\8166867.5 4
8
CITY OF CORONA RCTC
Transportation Department Riverside County Transportation Commission
400 South Vicentia Avenue 4080 Lemon, 3rd Floor
Corona, CA 92879-0940 Riverside, CA 92501
ATTN: Kip Field, Public Works Director ATTN: Executive Director
Any notice so given shall be considered served on the other party three (3) days after
deposit in the U.S. mail, first class postage prepaid, return receipt requested, and addressed to the
Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual
notice occurred regardless of the method of service.
4.17 Conflicting Provisions. In the event that provisions of any attached appendices or
exhibits conflict in any way with the provisions set forth in this Agreement, the language, terms
and conditions contained in this Agreement shall control the actions and obligations of the
Parties and the interpretation of the Parties’ understanding concerning the performance of the
Agreement.
4.18 Contract Amendment. In the event that the Parties determine that the provisions
of this Agreement should be altered, the Parties may execute a contract amendment to add any
provision to this Agreement, or delete or amend any provision of this Agreement. All such
contract amendments must be in the form of a written instrument signed by the original
signatories to this Agreement, or their successors or designees.
4.19 Entire Agreement. This Agreement constitutes the entire agreement between the
Parties relating to the subject matter hereof and supersedes any previous agreements or
understandings.
4.20 No Waiver. Failure of either Party to insist on any one occasion upon strict
compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver
of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or
powers hereunder at any one time or more times be deemed a waiver or relinquishment of such
other right or power at any other time or times.
4.21 Validity of Agreement. The invalidity in whole or in part of any provision of this
Agreement shall not void or affect the validity of any other provision of this Agreement.
4.22 Signature Clause. The signatories hereto represent that they have been
appropriately authorized to execute this Agreement on behalf of the Party for whom they sign.
4.23 Survival. All rights and obligations hereunder that by their nature are to be
performed after any expiration or termination of this Agreement shall survive any such
expiration or termination.
4.24 No Third Party Beneficiaries. There are no intended third party beneficiaries of
any right or obligation assumed by the Parties.
17336.02600\8166867.5 5
9
4.25 Counterparts. This Agreement may be signed in counterparts, each of which shall
constitute an original.
[Signatures on following page]
17336.02600\8166867.5 6
10
SIGNATURE PAGE
TO
AGREEMENT FOR THE FUNDING OF
TUMF REGIONAL ARTERIAL CREDIT REIMBURSEMENT
RIVERSIDE COUNTY CITY OF CORONA
TRANSPORTATION COMMISSION
By: By: ________________________
Karen S. Spiegel, Chair Name
Its:
APPROVED AS TO FORM: APPROVED AS TO FORM:
By: ______________________________ By: _________________________
Best, Best & Krieger Dean Derleth, City Attorney
Counsel to the Riverside County
Transportation Commission
ATTEST:
By: __________________________
Its: City Clerk
17336.02600\8166867.5 7
11
EXHIBIT “A”
LETTER OF JULY 8, 2013, FROM CITY OF CORONA TO RCTC
[to be attached]
Exhibit A
17336.02600\8166867.5
12
ATTACHMENT 213
14
15
16
17
18
RCTC TUMF Regional Arterial
Program/Developer Credit
Reimbursement
August 26, 2013
Progress to date: Rcrc
Regional Arterial Projects
• Completed Projects = 9
• Under Construction = 6
• Construction start in FY 13/14 = 3
• Environmental/Design = 5
8/27/2013
RCTC Regional Arterial Program
• 23 projects approved in September 2004
• $180 million
• Funds obligated on a phase by phase basis
Per TUMF Ordinance, developers that construct a TUMF
facility are eligible to be reimbursed through an
agreement between the developer and local agency
based on available funds.
Upon completion of the development project, the local
agency notifies the TUMF program administrator that
the development is complete and accepted by the city in
accordance with the agreement. •--
1
Pragrlm al PIOjects 23 projects approved In
Sep2004
~~~~· 9
OeveloperCredlt 5%
Reimbursement Set Aside
•-
Rotating 5-yr Tl~ 52
projects
47
10%
"'"'•~Jill\..~
nt\ · ·, TUMF Regional Arterial
~~· ::· Pro ram Revenues Rcrc
TUMF Regional Arterial Revenues
• 50% of TUMF is allocated to Regional Arterial program
• 50% to CETAP TUMF projects
8/27/2013
Developer Credit
Reimbursements Rcrc
-November 2010 -The Commission was notified of a
developer reimbursement agreement for a regional
arterial project in Corona
-5% of TUM F Regional Arterial revenues have been set
aside totaling $490,000 to date
-July 8, 2013 -Corona submitted a letter stating the
development project is complete including the
construction of a regional arterial facility on Foothill
Parkway.
-""""lf~ R·l\ , TUMF Regional Arterial
~L--Pro ram Balance Rcrc
Estimated TUMF Balance as of June 30, 2013
Budgeted FY 13/14:
Revenues and interest income
Expenditures for FY 13/14 projects
Other TUMF-related expenditures
Excess expenditures/revenues
Projected TUMF Balance at June 30, 2014
$ 3,168,000
(12,309,000)
(l,010,000)
$(10,151,000)
Outstanding TUMF programming commitments FY 14/15
Projected deficiency of TUMF funds as of June 30, 2014
$18,531,000
(10,151,000)
8,380,000
9,001,000
(621,000)
2
~<!,,,, Developer Credit
~Iii:;, Reimbursement
Staff and TUMF Subcommittee recommendation:
-Approve reimbursement of $3,051,636 to the city of
Corona
-First payment of $490,000 to be paid upon execution of
agreement
-Payments based on 5% of annual TUMF Regional Arterial
revenues until $3,051,636 obligation is complete
-Authorize the Chair or Executive Director to execute the
agreement on behalf of the Commission
8/27/2013
~a:.
i l Next Steps
• TUMF Subcommittee will review FYs 13/14
and 14/15 programming needs after the
Multi-funding Call for Projects
• Staff will review TUMF revenues as part of the
mid-year budget process
• TUMF expenditures will continue to be
reviewed on a cash flow basis
3
AGENDA ITEM 8
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: August 26, 2013
TO: Western Riverside County Programs and Projects Committee
FROM: Shirley Medina, Planning and Programming Director
Marlin Feenstra, Project Delivery Director
THROUGH: Anne Mayer, Executive Director
SUBJECT: Interstate 215 South Connector Gap Closure Project – Project Approval,
Environmental Document, and Final Design
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Approve the programming of federal Surface Transportation Program (STP) funds in the
amount of $1,225,000 for the project approval and environmental document (PA&ED)
and preliminary specifications and estimate (PS&E) phases;
2) Approve Agreement No. 14-31-004-00 with Caltrans for the PA&ED PS&E phases for the
Interstate 215 South connector gap closure project;
3) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on
behalf of the Commission;
4) Authorize the Executive Director, pursuant to legal counsel review, to execute any
future non-funding related amendments; and
5) Forward to the Commission for final action.
BACKGROUND INFORMATION:
At its October 13, 2010 meeting, the Commission approved a contract with TRC Solutions, Inc.
(TRC) to prepare the environmental document and project report for the I-215 South connector
gap closure project. This project will extend the third lane recently constructed by the
Commission in the southbound direction from Murrieta Hot Springs Road to the I-15 French
Valley Parkway interchange project. The gap closure project is currently in the final design
stage and will be constructed by the city of Temecula.
While TRC has completed some of its work, changes to the French Valley Parkway interchange
project configuration and schedule have resulted in changes to the scope of the I-215 South
connector gap closure project. The new configuration has recently been agreed upon and
includes some enhancements to the project. Caltrans has agreed to fund $1 million of Safety
Highway Operational Protection Program (SHOPP) funds toward this project.
Agenda Item 8
19
Because of the close coordination that will be required between the I-15 French Valley Parkway
interchange project and the I-215 South connector gap closure project, and the fact that
Caltrans has agreed to fund a portion of the project, staff recommends the Commission enter
into a cooperative agreement with Caltrans to perform the remaining work on the PA&ED and
PS&E phases. In this way, Caltrans is also able to contribute funds to pay for a portion of the
support costs for the project.
Funding for PA&ED and PS&E is proposed as follows:
$1,225,000 – Federal STP
$1,000,000 – Caltrans SHOPP
$2,225,000 – Total PA&ED and PS&E
To obtain the lowest overhead rates from Caltrans, staff recommends replacing Measure A
funds previously approved for this project with federal STP funds.
At this time, the I-15 French Valley Parkway interchange project is estimated to complete
construction in January 2018. Therefore, the schedule for this project anticipates being ready
for construction immediately following the completion of the I-15 French Valley Parkway
interchange project.
This action has no fiscal impact to the Commission’s budget because the federal funds
proposed for the project would flow directly to Caltrans. The TRC contract was approximately
43 percent complete and expended and has been terminated. The work completed by TRC will
be utilized by Caltrans to the maximum extent possible.
Attachment: Draft Agreement No. 14-31-004-00 with Caltrans
Agenda Item 8
20
08-RIV-215-R7.5/R11.0
Project Number: 0800020431
EA: 0F163
Agreement 08-1504 A/1
REPLACEMENT COOPERATIVE AGREEMENT
This Agreement, effective on ______________________________, is between the State of
California, acting through its Department of Transportation, referred to as CALTRANS, and:
Riverside County Transportation Commission, a public corporation/entity, referred to
hereinafter as RCTC.
RECITALS
1. PARTNERS are authorized to enter into a cooperative agreement for improvements to the
state highway system (SHS) per the California Streets and Highways Code sections 114 and
130.
2. CALTRANS and RCTC, collectively referred to as PARTNERS, entered into Agreement
No. 08-1504, (ORIGINAL AGREEMENT) on November 8, 2011, defining the terms and
conditions for desires to add a third lane to the Interstate 215 (I-215) southbound connector
at Murrieta Hot Springs Road up to the lane addition from the French Valley Phase II project
(EA 43272).
3. The ORIGINAL AGREEMENT established that RCTC was to prepared and fund one
hundred percent (100%) of all PROJECT costs associated with preparation of the
Environmental document (ED), Project Approval (PA), Plans Specifications and Estimates
(PS&E), and for Right of Way (R/W). CALTRANS was to fund (100%) of all Project costs
associated with CALTRANS’ Independent Quality Assurance.
4. PARTNERS now desire to have CALTRANS replace RCTC as the IMPLEMENTING
AGENCY for PA&ED, PS&E and R/W.
5. PARTNERS now seek to replace the old District Agreement 08-1504 with Agreement 08-
1504 A/1(Agreement) in its entirety to reflect the change. RCTC will SPONSOR the capital
costs and CALTRANS will SPONSOR the support cost.
6. For the purpose of this Agreement, Interstate 215 (I-215) in southwest Riverside County
from one and one-half miles north of Murrieta Hot Springs Road to one mile south of French
Valley Parkway; Construct a third mixed-flow lane in the median from Murrieta Hot Springs
southbound off ramp to one-half Mile south of French Valley Parkway off-Ramp and an
Auxiliary-lane from Murrieta Hot Springs SB Entrance Ramp to French Valley Parkway off-
ramp, will be referred to hereinafter as PROJECT.
7. All responsibilities assigned in this Agreement to complete the following PROJECT
COMPONENTS will be referred to hereinafter as OBLIGATIONS:
PACT Version 2012_06_11 1
21
Agreement 08-1504 A/1
Project Number: 0800020431
• Project Approval and Environmental Document (PA&ED)
• Plans, Specifications, and Estimate (PS&E)
• Right of Way Support (R/W SUPPORT)
• Right of Way Capital (R/W CAPITAL)
9. No PROJECT deliverables have been completed prior to this Agreement.
10. In this Agreement capitalized words represent defined terms and acronyms.
11. PARTNERS hereby set forth the terms, covenants, and conditions of this Agreement, under
which they will accomplish OBLIGATIONS.
RESPONSIBILITIES
12. CALTRANS and RCTC will co-sponsor PROJECT.
13. CALTRANS is SPONSOR for 100% of PA&ED, PS&E and R/W SUPPORT.
14. RCTC is SPONSOR for 100% of R/W CAPITAL.
15. The FUNDING PARTNER(S) and the details of the funding commitments are documented
in the latest FUNDING SUMMARY.
16. CALTRANS is IMPLEMENTING AGENCY for PA&ED.
17. CALTRANS is IMPLEMENTING AGENCY for PS&E.
18. CALTRANS is IMPLEMENTING AGENCY for RIGHT OF WAY.
19. CALTRANS is the CEQA lead agency for PROJECT.
20. CALTRANS is the NEPA lead agency for PROJECT.
SCOPE
Scope: General
21. PARTNERS will perform all OBLIGATIONS in accordance with federal and California
laws, regulations, and standards; FHWA STANDARDS; and CALTRANS STANDARDS.
22. The IMPLEMENTING AGENCY for a PROJECT COMPONENT will provide a Quality
Management Plan (QMP) for that component as part of the PROJECT MANAGEMENT
PLAN.
2
22
Agreement 08-1504 A/1
Project Number: 0800020431
23. Any PARTNER may, at its own expense, have representatives observe any OBLIGATIONS
performed by another PARTNER. Observation does not constitute authority over those
OBLIGATIONS.
24. Each PARTNER will ensure that personnel participating in OBLIGATIONS are
appropriately qualified or licensed to perform the tasks assigned to them.
25. PARTNERS will invite each other to participate in the selection of any consultants who
participate in OBLIGATIONS.
26. If WORK is done under contract (not completed by a PARTNER’s own employees) and is
governed by the California Labor Code’s definition of “public works” (section 1720(a)), that
PARTNER will conform to sections 1720 – 1815 of the California Labor Code and all
applicable regulations and coverage determinations issued by the Director of the Department
of Industrial Relations.
27. IMPLEMENTING AGENCY for each PROJECT COMPONENT included in this
Agreement will be available to help resolve WORK related problems generated by that
component for the entire duration of PROJECT.
28. CALTRANS will issue, upon proper application, the encroachment permits required for
WORK within SHS right of way. Contractors and/or agents, and utility owners will not
perform activities within the SHS right of way without an encroachment permit issued in
their name.
29. If any PARTNER discovers unanticipated cultural, archaeological, paleontological, or other
protected resources during WORK, all WORK in that area will stop and that PARTNER will
notify all PARTNERS within 24 hours of discovery. WORK may only resume after a
qualified professional has evaluated the nature and significance of the discovery and a plan is
approved for its removal or protection.
30. PARTNERS will hold all administrative drafts and administrative final reports, studies,
materials, and documentation relied upon, produced, created, or utilized for PROJECT in
confidence to the extent permitted by law and where applicable, the provisions of California
Government Code section 6254.5(e) shall protect the confidentiality of such documents in
the event that said documents are shared between PARTNERS.
PARTNERS will not distribute, release, or share said documents with anyone other than
employees, agents, and consultants who require access to complete PROJECT without the
written consent of the PARTNER authorized to release them, unless required or authorized to
do so by law.
31. If a PARTNER receives a public records request pertaining to OBLIGATIONS, that
PARTNER will notify PARTNERS within five (5) working days of receipt and make
PARTNERS aware of any disclosed public documents. PARTNERS will consult with each
other prior to the release of any public documents related to the PROJECT.
3
23
Agreement 08-1504 A/1
Project Number: 0800020431
32. If HM-1 or HM-2 is found during a PROJECT COMPONENT, IMPLEMENTING
AGENCY for that PROJECT COMPONENT will immediately notify PARTNERS.
33. CALTRANS, independent of PROJECT, is responsible for any HM-1 found within the
existing SHS right of way. CALTRANS will undertake HM MANAGEMENT ACTIVITIES
related to HM-1 with minimum impact to PROJECT schedule.
34. If HM-1 is found within PROJECT limits and outside the existing SHS right of way,
responsibility for such HM-1 rests with the owner(s) of the parcel(s) on which the HM-1 is
found. RCTC, in concert with the local agency having land use jurisdiction over the
parcel(s), will ensure that HM MANAGEMENT ACTIVITIES related to HM-1 are
undertaken with minimum impact to PROJECT schedule.
35. If HM-2 is found within PROJECT limits, the public agency responsible for the
advertisement, award, and administration (AAA) of the PROJECT construction contract will
be responsible for HM MANAGEMENT ACTIVITIES related to HM-2.
36. CALTRANS’ acquisition or acceptance of title to any property on which any HM-1 or HM-2
is found will proceed in accordance with CALTRANS’ policy on such acquisition.
37. PARTNERS will comply with all of the commitments and conditions set forth in the
environmental documentation, environmental permits, approvals, and applicable agreements
as those commitments and conditions apply to each PARTNER’s responsibilities in this
Agreement.
38. IMPLEMENTING AGENCY for each PROJECT COMPONENT will furnish PARTNERS
with written quarterly progress reports during the implementation of OBLIGATIONS in that
component.
39. Upon OBLIGATION COMPLETION, ownership or title to all materials and equipment
constructed or installed for the operations and/or maintenance of the SHS within SHS right of
way as part of WORK become the property of CALTRANS.
CALTRANS will not accept ownership or title to any materials or equipment constructed or
installed outside SHS right of way.
40. IMPLEMENTING AGENCY for a PROJECT COMPONENT will accept, reject,
compromise, settle, or litigate claims of any non-Agreement parties hired to do WORK in
that component.
41. PARTNERS will confer on any claim that may affect OBLIGATIONS or PARTNERS’
liability or responsibility under this Agreement in order to retain resolution possibilities for
potential future claims. No PARTNER will prejudice the rights of another PARTNER until
after PARTNERS confer on claim.
4
24
Agreement 08-1504 A/1
Project Number: 0800020431
42. PARTNERS will maintain, and will ensure that any party hired by PARTNERS to participate
in OBLIGATIONS will maintain, a financial management system that conforms to Generally
Accepted Accounting Principles (GAAP), and that can properly accumulate and segregate
incurred PROJECT costs and billings.
43. If FUNDING PARTNERS fund any part of OBLIGATIONS with state or federal funds, each
PARTNER will comply, and will ensure that any party hired to participate in
OBLIGATIONS will comply with the federal cost principles of 2 CFR, Part 225, and
administrative requirements outlined in 49 CFR, Part 18. These principles and requirements
apply to all funding types included in this Agreement.
44. PARTNERS will maintain and make available to each other all OBLIGATIONS-related
documents, including financial data, during the term of this Agreement.
45. PARTNERS will retain all OBLIGATIONS-related records for three (3) years after the final
voucher.
46. PARTNERS have the right to audit each other in accordance with generally accepted
governmental audit standards.
CALTRANS, the state auditor, FHWA (if PROJECT utilizes federal funds), and RCTC will
have access to all OBLIGATIONS-related records of each PARTNER, and any party hired
by a PARTNER to participate in OBLIGATIONS, for audit, examination, excerpt, or
transcription.
The examination of any records will take place in the offices and locations where said
records are generated and/or stored and will be accomplished during reasonable hours of
operation. The auditing PARTNER will be permitted to make copies of any
OBLIGATIONS-related records needed for the audit.
The audited PARTNER will review the draft audit, findings, and recommendations, and
provide written comments within thirty (30) calendar days of receipt.
Upon completion of the final audit, PARTNERS have thirty (30) calendar days to refund or
invoice as necessary in order to satisfy the obligation of the audit.
Any audit dispute not resolved by PARTNERS is subject to mediation. Mediation will
follow the process described in the General Conditions section of this Agreement.
47. If FUNDING PARTNERS fund any part of PROJECT with state or federal funds, each
FUNDING PARTNER will undergo an annual audit in accordance with the Single Audit Act
of OMB Circular A-133.
48. If FUNDING PARTNERS fund any part of PROJECT with federal funds, any PARTNER
that hires another party to participate in OBLIGATIONS will conduct a pre-award audit of
that party in accordance with the Local Assistance Procedures Manual.
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49. PARTNERS will not incur costs beyond the funding commitments in this Agreement. If
IMPLEMENTING AGENCY anticipates that funding for WORK will be insufficient to
complete WORK, IMPLEMENTING AGENCY will promptly notify SPONSOR.
50. If WORK stops for any reason, IMPLEMENTING AGENCY will place PROJECT right of
way in a safe and operable condition acceptable to CALTRANS.
51. If WORK stops for any reason, each PARTNER will continue to implement all of its
applicable commitments and conditions included in the PROJECT environmental
documentation, permits, agreements, or approvals that are in effect at the time that WORK
stops, as they apply to each PARTNER’s responsibilities in this Agreement, in order to keep
PROJECT in environmental compliance until WORK resumes.
52. Each PARTNER accepts responsibility to complete the activities that it selected on the
SCOPE SUMMARY. Activities marked with “N/A” on the SCOPE SUMMARY are not
included in the scope of this Agreement.
Scope: Environmental Permits, Approvals and Agreements
53. Each PARTNER identified in the Environmental Permits table below accepts the
responsibility to complete the assigned activities. If PARTNERS later determine that an
environmental permit, approval or agreement is necessary PARTNERS will amend this
Agreement to ensure completion and implementation of all environmental permits,
approvals, and agreements.
ENVIRONMENTAL PERMITS
Permit Coordinate Prepare Obtain Implement Renew Amend
404 USACOE CALTRANS CALTRANS CALTRANS CALTRANS CALTRANS CALTRANS
401 RWQCB CALTRANS CALTRANS CALTRANS CALTRANS CALTRANS CALTRANS
NPDES SWRCB CALTRANS CALTRANS CALTRANS CALTRANS CALTRANS CALTRANS
FESA Section 7
USFWS
CALTRANS CALTRANS CALTRANS CALTRANS CALTRANS CALTRANS
1602 DFG CALTRANS CALTRANS CALTRANS CALTRANS CALTRANS CALTRANS
Scope: Project Approval and Environmental Document (PA&ED)
54. CALTRANS is the CEQA lead agency for PROJECT. CALTRANS will determine the type
of environmental documentation required and will cause that documentation to be prepared.
55. Any PARTNER involved in the preparation of CEQA environmental documentation will
follow the CALTRANS STANDARDS that apply to the CEQA process including the
guidance provided in the Standard Environmental Reference (SER) available at
www.dot.ca.gov/ser.
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56. Pursuant to Chapter 3 of Title 23, United States Code (23 U.S.C. 326) and 23 U.S.C. 327,
CALTRANS is the NEPA lead agency for PROJECT. CALTRANS is responsible for NEPA
compliance and will prepare any needed NEPA environmental documentation or will cause
that documentation to be prepared.
57. Any PARTNER involved in the preparation of NEPA environmental documentation will
follow FHWA and CALTRANS STANDARDS that apply to the NEPA process including,
but not limited to, the guidance provided in the FHWA Environmental Guidebook (available
at www.fhwa.dot.gov/hep/index.htm) and the Standard Environmental Reference (SER
available at www.dot.ca.gov/ser).
58. CALTRANS will prepare the appropriate CEQA environmental documentation to meet
CEQA requirements.
59. CALTRANS will prepare the appropriate NEPA environmental documentation to meet
NEPA requirements.
60. Any PARTNER preparing any portion of the CEQA environmental documentation, including
any studies and reports, will submit that portion of the documentation to the CEQA lead
agency for review, comment, and approval at appropriate stages of development prior to
public availability.
61. Any PARTNER preparing any portion of the NEPA environmental documentation
(including, but not limited to, studies, reports, public notices, and public meeting materials,
determinations, administrative drafts, and final environmental documents) will submit that
portion of the documentation to CALTRANS for CALTRANS’ review, comment, and
approval prior to public availability.
62. CALTRANS will prepare, publicize, and circulate all CEQA-related public notices and will
submit said notices to the CEQA lead agency for review, comment, and approval prior to
publication and circulation.
63. CALTRANS will prepare, publicize, and circulate all NEPA-related public notices.
CALTRANS will work with the appropriate federal agency to publish notices in the Federal
Register.
64. The CEQA lead agency will attend all CEQA-related public meetings.
65. CALTRANS will plan, schedule, prepare materials for, and host all CEQA-related public
meetings and will submit all materials to the CEQA lead agency for review, comment, and
approval at least ten (10) working days prior to the public meeting date.
66. The NEPA lead agency will attend all NEPA-related public meetings.
67. CALTRANS will plan, schedule, prepare materials for, and host all NEPA-related public
meetings.
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68. If a PARTNER who is not the CEQA or NEPA lead agency holds a public meeting about
PROJECT, that PARTNER must clearly state its role in PROJECT and the identity of the
CEQA and NEPA lead agencies on all meeting publications. All meeting publications must
also inform the attendees that public comments collected at the meetings are not part of the
CEQA or NEPA public review process.
That PARTNER will submit all meeting advertisements, agendas, exhibits, handouts, and
materials to the appropriate lead agency for review, comment, and approval at least ten (10)
working days prior to publication or use. If that PARTNER makes any changes to the
materials, it will allow the appropriate lead agency to review, comment on, and approve
those changes at least three (3) working days prior to the public meeting date.
The CEQA lead agency maintains final editorial control with respect to text or graphics that
could lead to public confusion over CEQA-related roles and responsibilities. The NEPA lead
agency has final approval authority with respect to text or graphics that could lead to public
confusion over NEPA-related roles and responsibilities.
69. The PARTNER preparing the environmental documentation, including the studies and
reports, will ensure that qualified personnel remain available to help resolve environmental
issues and perform any necessary work to ensure that PROJECT remains in environmental
compliance.
Scope: Plans, Specifications, and Estimate (PS&E)
70. The responsibility to advertise, open bids, award, and approve the construction contract will
be handled outside of this Agreement.
Scope: Right of Way (R/W)
71. CALTRANS will provide a land surveyor licensed in the State of California to be responsible
for surveying and right of way engineering. All survey and right of way engineering
documents will bear the professional seal, certificate number, registration classification,
expiration date of certificate, and signature of the responsible surveyor.
72. CALTRANS will make all necessary arrangements with utility owners for the timely
accommodation, protection, relocation, or removal of any existing utility facilities that
conflict with construction of PROJECT or that violate CALTRANS’ encroachment policy.
73. CALTRANS will provide a Right of Way Certificate prior to PROJECT advertisement.
74. All right of way conveyances must be completed prior to construction advertisement, unless
PARTNERS mutually agree to other arrangements in writing.
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75. The California Transportation Commission will hear and may adopt Resolutions of
Necessity. However, the authorization to hear and adopt Resolutions of Necessity may be
assigned to RCTC if such assignment is approved in writing by CALTRANS.
COST
Cost: General
76. PARTNERS will document specific funding, billing, and payment details in a FUNDING
SUMMARY. The FUNDING SUMMARY is incorporated and made an express part of this
Agreement.
A valid FUNDING SUMMARY must be in place at all times until OBLIGATION
COMPLETION.
PARTNERS will create a new FUNDING SUMMARY each time the funding, billing and
payment details of PROJECT change. The FUNDING SUMMARY is only valid after each
FUNDING PARTNER signs and dates the FUNDING SUMMARY. The most current fully
executed FUNDING SUMMARY supersedes any previous FUNDING SUMMARY created
for this Agreement.
Replacement of the FUNDING SUMMARY will not require an amendment to the body of
this Agreement unless the rules of the new funds require it.
Each PARTNER will designate a legally authorized representative to sign the FUNDING
SUMMARY on its behalf.
77. PARTNERS may invoice the appropriate FUNDING PARTNER according to the terms
documented in the FUNDING SUMMARY.
78. If RCTC has received Electronic Funds Transfer (EFT) certification from CALTRANS then
RCTC will use the EFT mechanism and follow all EFT procedures to pay all invoices issued
from CALTRANS.
79. Unless otherwise documented in the FUNDING SUMMARY, all fund types contributed to a
PROJECT COMPONENT will be spent proportionately within that PROJECT
COMPONENT.
80. Unless otherwise documented in the FUNDING SUMMARY, any savings recognized within
a PROJECT COMPONENT will be credited or reimbursed, when allowed by policy or law,
in proportion to the amount contributed to that PROJECT COMPONENT by each fund type.
81. After PARTNERS agree that all WORK is complete for a PROJECT COMPONENT,
PARTNER(S) will submit a final accounting for all OBLIGATIONS costs. Based on the
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final accounting, PARTNERS will refund or invoice as necessary in order to satisfy the
financial commitments of this Agreement.
82. If FUNDING PARTNERS fund OBLIGATIONS with American Recovery and
Reinvestment Act (ARRA) funds, PARTNERS will adopt the terms, conditions,
requirements, and constraints of the American Recovery and Reinvestment Act of 2009.
83. If FUNDING PARTNERS fund OBLIGATIONS with Proposition 1B Bond funds,
PARTNERS will meet the requirements of California Government Code Section 8879.20 et
al. (Proposition 1 legislation), the governor’s Executive Order 2007-S-02-07, and the
California Transportation Commission (CTC) program guidelines for the applicable account.
Right of way purchased using Proposition 1B Bond funds will become the property of
CALTRANS, and any revenue from the sale of excess lands originally purchased with bond
funds will revert to CALTRANS.
84. The cost of any awards, judgments, or settlements generated by OBLIGATIONS is an
OBLIGATIONS cost.
85. CALTRANS, independent of PROJECT, will pay, or cause to be paid, all costs for HM
MANAGEMENT ACTIVITIES related to HM-1 found within the existing SHS right of way.
86. Independent of PROJECT, all costs for HM MANAGEMENT ACTIVITIES related to HM-1
found within PROJECT limits and outside the existing SHS right of way will be the
responsibility of the owner(s) of the parcel(s) where the HM-1 is located.
87. HM MANAGEMENT ACTIVITIES costs related to HM-2 are CONSTRUCTION
SUPPORT and CONSTRUCTION CAPITAL costs.
88. The cost to comply with and implement the commitments set forth in the environmental
documentation is an OBLIGATIONS cost.
89. The cost of any legal challenges to the CEQA or NEPA environmental process or
documentation is an OBLIGATIONS cost.
90. CALTRANS will provide encroachment permits to PARTNERS, their contractors,
consultants and agents, at no cost.
91. Fines, interest, or penalties levied against a PARTNER will be paid, independent of
OBLIGATIONS cost, by the PARTNER whose actions or lack of action caused the levy.
92. If federal funds are used on PROJECT while this Agreement is active CALTRANS will
administer all federal subvention funds documented on the FUNDING SUMMARY.
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93. Travel, per diem, and third-party contract reimbursements are an OBLIGATIONS cost only
after those hired by PARTNERS to participate in OBLIGATIONS incur and pay those costs.
Payments for travel and per diem will not exceed the rates paid rank and file state employees
under current California Department of Personnel Administration (DPA) rules current at the
effective date of this Agreement.
If RCTC invoices for rates in excess of DPA rates, RCTC will fund the cost difference and
reimburse CALTRANS for any overpayment.
94. The cost of any engineering support performed by CALTRANS includes all direct and
applicable indirect costs. CALTRANS calculates indirect costs based solely on the type of
funds used to pay support costs. State and federal funds are subject to the current Program
Functional Rate. Local funds are subject to the current Program Functional Rate and the
current Administration Rate. The Program Functional Rate and Administration Rate are
adjusted periodically.
95. If CALTRANS reimburses RCTC for any costs later determined to be unallowable, RCTC
will reimburse those funds.
96. The cost to place PROJECT right of way in a safe and operable condition and meet all
environmental commitments is an OBLIGATIONS cost.
97. Because IMPLEMENTING AGENCY is responsible for managing the scope, cost, and
schedule of a project component, if there are insufficient funds available in this Agreement to
place PROJECT right of way in a safe and operable condition, the appropriate
IMPLEMENTING AGENCY accepts responsibility to fund these activities until such time as
PARTNERS amend this Agreement.
That IMPLEMENTING AGENCY may request reimbursement for these costs during the
amendment process.
98. If there are insufficient funds in this Agreement to implement applicable commitments and
conditions included in the PROJECT environmental documentation, permits, agreements,
and/or approvals that are in effect at a time that WORK stops, each PARTNER implementing
commitments or conditions accepts responsibility to fund these activities, as they apply to
each PARTNER’s responsibilities, until such time as PARTNERS amend this Agreement.
Each PARTNER may request reimbursement for these costs during the amendment process.
99. Except as otherwise provided in this Agreement, PARTNERS will pay invoices within thirty
(30) calendar days of receipt of invoice.
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Cost: Environmental Permits, Approvals and Agreements
100. The cost of coordinating, obtaining, complying with, implementing, including renewing and
amending resource agency permits, agreements, and approvals is an OBLIGATIONS cost.
Cost: Project Approval and Environmental Document (PA&ED)
101. The cost to prepare, publicize, and circulate all CEQA and NEPA-related public notices is an
OBLIGATIONS cost.
102. The cost to plan, schedule, prepare materials for, and host all CEQA and NEPA-related
public hearings is an OBLIGATIONS cost.
SCHEDULE
103. PARTNERS will manage the schedule for OBLIGATIONS through the work plan included
in the PROJECT MANAGEMENT PLAN.
GENERAL CONDITIONS
104. PARTNERS understand that this Agreement is in accordance with and governed by the
Constitution and laws of the State of California. This Agreement will be enforceable in the
State of California. Any PARTNER initiating legal action arising from this Agreement will
file and maintain that legal action in the Superior Court of the county in which the
CALTRANS district office that is signatory to this Agreement resides, or in the Superior
Court of the county in which PROJECT is physically located.
105. All OBLIGATIONS of CALTRANS under the terms of this Agreement are subject to the
appropriation of resources by the Legislature, the State Budget Act authority, and the
allocation of funds by the California Transportation Commission.
106. Neither RCTC nor any officer or employee thereof is responsible for any injury, damage or
liability occurring by reason of anything done or omitted to be done by CALTRANS and/or
its agents under or in connection with any work, authority, or jurisdiction conferred upon
CALTRANS under this Agreement. It is understood and agreed that CALTRANS, to the
extent permitted by law, will defend, indemnify, and save harmless RCTC and all of its
officers and employees from all claims, suits, or actions of every name, kind, and description
brought forth under, but not limited to, tortious, contractual, inverse condemnation, or other
theories or assertions of liability occurring by reason of anything done or omitted to be done
by CALTRANS and/or its agents under this Agreement.
107. Neither CALTRANS nor any officer or employee thereof is responsible for any injury,
damage, or liability occurring by reason of anything done or omitted to be done by RCTC
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and/or its agents under or in connection with any work, authority, or jurisdiction conferred
upon RCTC under this Agreement. It is understood and agreed that RCTC, to the extent
permitted by law, will defend, indemnify, and save harmless CALTRANS and all of its
officers and employees from all claims, suits, or actions of every name, kind, and description
brought forth under, but not limited to, tortious, contractual, inverse condemnation, or other
theories or assertions of liability occurring by reason of anything done or omitted to be done
by RCTC and/or its agents under this Agreement.
108. PARTNERS do not intend this Agreement to create a third party beneficiary or define duties,
obligations, or rights in parties not signatory to this Agreement. PARTNERS do not intend
this Agreement to affect their legal liability by imposing any standard of care for fulfilling
OBLIGATIONS different from the standards imposed by law.
109. PARTNERS will not assign or attempt to assign OBLIGATIONS to parties not signatory to
this Agreement.
110. PARTNERS will not interpret any ambiguity contained in this Agreement against each other.
PARTNERS waive the provisions of California Civil Code section 1654.
111. A waiver of a PARTNER’s performance under this Agreement will not constitute a
continuous waiver of any other provision. An amendment made to any article or section of
this Agreement does not constitute an amendment to or negate all other articles or sections of
this Agreement.
112. A delay or omission to exercise a right or power due to a default does not negate the use of
that right or power in the future when deemed necessary.
113. If any PARTNER defaults in its OBLIGATIONS, a non-defaulting PARTNER will request
in writing that the default be remedied within thirty (30) calendar days. If the defaulting
PARTNER fails to do so, the non-defaulting PARTNER may initiate dispute resolution.
114. PARTNERS will first attempt to resolve Agreement disputes at the PROJECT team level. If
they cannot resolve the dispute themselves, the CALTRANS district director and the
executive officer of RCTC will attempt to negotiate a resolution. If PARTNERS do not reach
a resolution, PARTNERS’ legal counsel will initiate mediation. PARTNERS agree to
participate in mediation in good faith and will share equally in its costs.
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Neither the dispute nor the mediation process relieves PARTNERS from full and timely
performance of OBLIGATIONS in accordance with the terms of this Agreement. However,
if any PARTNER stops fulfilling OBLIGATIONS, any other PARTNER may seek equitable
relief to ensure that OBLIGATIONS continue.
Except for equitable relief, no PARTNER may file a civil complaint until after mediation, or
forty-five (45) calendar days after filing the written mediation request, whichever occurs
first.
PARTNERS will file any civil complaints in the Superior Court of the county in which the
CALTRANS district office signatory to this Agreement resides or in the Superior Court of
the county in which PROJECT is physically located. The prevailing PARTNER will be
entitled to an award of all costs, fees, and expenses, including reasonable attorney fees as a
result of litigating a dispute under this Agreement or to enforce the provisions of this article
including equitable relief.
115. PARTNERS maintain the ability to pursue alternative or additional dispute remedies if a
previously selected remedy does not achieve resolution.
116. If any provisions in this Agreement are found by a court of competent jurisdiction to be, or
are in fact, illegal, inoperative, or unenforceable, those provisions do not render any or all
other Agreement provisions invalid, inoperative, or unenforceable, and those provisions will
be automatically severed from this Agreement.
117. PARTNERS intend this Agreement to be their final expression and supersedes any oral
understanding or writings pertaining to OBLIGATIONS.
118. If during performance of WORK additional activities or environmental documentation is
necessary to keep PROJECT in environmental compliance, PARTNERS will amend this
Agreement to include completion of those additional tasks.
119. Except as otherwise provided in the Agreement, PARTNERS will execute a formal written
amendment if there are any changes to OBLIGATIONS.
120. Partners agree to sign a COOPERATIVE AGREEMENT CLOSURE STATEMENT to
terminate this Agreement. However, all indemnification, document retention, audit, claims,
environmental commitment, legal challenge, maintenance and ownership articles will remain
in effect until terminated or modified in writing by mutual agreement.
121. The following documents are attached to, and made an express part of this Agreement:
SCOPE SUMMARY.
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DEFINITIONS
ARRA – American Recovery and Reinvestment Act of 2009
CALTRANS STANDARDS – CALTRANS policies and procedures, including, but not limited
to, the guidance provided in the Guide to Capital Project Delivery Workplan Standards
(previously known as WBS Guide) available at
http://www.dot.ca.gov/hq/projmgmt/guidance.htm.
CEQA (California Environmental Quality Act) – The act (California Public Resources Code,
sections 21000 et seq.) that requires state and local agencies to identify the significant
environmental impacts of their actions and to avoid or mitigate those significant impacts, if
feasible.
CFR (Code of Federal Regulations) – The general and permanent rules published in the
Federal Register by the executive departments and agencies of the federal government
CONSTRUCTION CAPITAL – See PROJECT COMPONENT.
COOPERATIVE AGREEMENT CLOSURE STATEMENT – A document signed by
PARTNERS that verifies the completion of all OBLIGATIONS included in this Agreement
and in all amendments to this Agreement.
FHWA – Federal Highway Administration
FHWA STANDARDS – FHWA regulations, policies and procedures, including, but not limited
to, the guidance provided at www.fhwa.dot.gov/topics.htm.
FUNDING PARTNER – A PARTNER, designated in the FUNDING SUMMARY, that
commits a defined dollar amount to fulfill OBLIGATIONS. Each FUNDING PARTNER
accepts responsibility to provide the funds it commits in this Agreement.
FUNDING SUMMARY – An executed document that lists the funding, billing, and payment
commitments. Commitments include, but are not limited to, FUNDING PARTNER(S), fund
source, fund type, payment method, invoice frequency, deposit amounts, and PROJECT
COMPONENT(S) in which funds are to be spent. Funds listed on the FUNDING
SUMMARY are “not-to-exceed” amounts for each FUNDING PARTNER.
GAAP (Generally Accepted Accounting Principles) – Uniform minimum standards and
guidelines for financial accounting and reporting issued by the Federal Accounting Standards
Advisory Board that serve to achieve some level of standardization. See
http://www.fasab.gov/accepted.html.
HM-1 – Hazardous material (including, but not limited to, hazardous waste) that may require
removal and disposal pursuant to federal or state law whether it is disturbed by PROJECT or
not.
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HM-2 – Hazardous material (including, but not limited to, hazardous waste) that may require
removal and disposal pursuant to federal or state law only if disturbed by PROJECT.
HM MANAGEMENT ACTIVITIES – Management activities related to either HM-1 or HM-2
including, without limitation, any necessary manifest requirements and disposal facility
designations.
IMPLEMENTING AGENCY – The PARTNER is responsible for managing the scope, cost,
and schedule of a PROJECT COMPONENT to ensure the completion of that component.
NEPA (National Environmental Policy Act of 1969) – This federal act establishes a national
policy for the environment and a process to disclose the adverse impacts of projects with a
federal nexus.
OBLIGATION COMPLETION – PARTNERS have fulfilled all OBLIGATIONS included in
this Agreement, and all amendments to this Agreement, and have signed a COOPERATIVE
AGREEMENT CLOSURE STATEMENT.
OBLIGATIONS – All responsibilities included in this Agreement.
OMB (Office of Management and Budget) – This federal office oversees the preparation of the
federal budget and supervises its administration in Executive Branch agencies.
PA&ED (Project Approval and Environmental Document) – See PROJECT COMPONENT.
PARTNER – Any individual signatory party to this Agreement.
PARTNERS – The term that collectively references all of the signatory agencies to this
Agreement. This term only describes the relationship between these agencies to work
together to achieve a mutually beneficial goal. It is not used in the traditional legal sense in
which one PARTNER’s individual actions legally bind the other PARTNER.
PROJECT COMPONENT – A distinct portion of the planning and project development
process of a capital project as outlined in California Government Code, section 14529(b).
• PID (Project Initiation Document) – The activities required to deliver the project initiation
document for PROJECT.
• PA&ED (Project Approval and Environmental Document) – The activities required to
deliver the project approval and environmental documentation for PROJECT.
• PS&E (Plans, Specifications, and Estimate) – The activities required to deliver the plans,
specifications, and estimate for PROJECT.
• R/W (Right of Way) SUPPORT –The activities required to obtain all property interests for
PROJECT.
• R/W (Right of Way) CAPITAL – The funds for acquisition of property rights for
PROJECT.
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• CONSTRUCTION SUPPORT – The activities required for the administration, acceptance,
and final documentation of the construction contract for PROJECT.
• CONSTRUCTION CAPITAL – The funds for the construction contract.
PROJECT MANAGEMENT PLAN – A group of documents used to guide a project’s
execution and control throughout that project’s lifecycle.
PS&E (Plans, Specifications, and Estimate) – See PROJECT COMPONENT.
QMP (Quality Management Plan) – An integral part of the PROJECT MANAGEMENT
PLAN that describes IMPLEMENTING AGENCY’s quality policy and how it will be used.
QC/QAP (QUALITY CONTROL/QUALITY ASSURANCE PROGRAM) - CALTRANS
quality control and quality assurance procedures for all environmental documents as
described in the Jay Norvell Memos dated July 2, 2007 (available at
http://www.dot.ca.gov/ser/memos.htm#LinkTarget_705). This also includes the independent
judgment analysis and determination under CEQA that the environmental documentation
meets CEQA Guideline requirements.
R/W (Right of Way) CAPITAL – See PROJECT COMPONENT.
R/W (Right of Way) SUPPORT – See PROJECT COMPONENT.
SCOPE SUMMARY – The attachment in which each PARTNER designates its commitment to
specific scope activities within each PROJECT COMPONENT as outlined by the Workplan
Standards Guide for the Delivery of Capital Projects available at
www.dot.ca.gov/hq/projmgmt/guidance.htm.
SHS (State Highway System) – All highways, right of way, and related facilities acquired, laid
out, constructed, improved, or maintained as a state highway pursuant to constitutional or
legislative authorization.
SPONSOR – Any PARTNER that accepts the responsibility to establish scope of PROJECT and
the obligation to secure financial resources to fund PROJECT. SPONSOR is responsible for
adjusting the PROJECT scope to match committed funds or securing additional funds to fully
fund the PROJECT scope. If a PROJECT has more than one SPONSOR, funding
adjustments will be made by percentage (as outlined in Responsibilities). Scope adjustments
must be developed through the project development process and must be approved by
CALTRANS as the owner/operator of the SHS.
SFM (State Furnished Material) – Any materials or equipment supplied by CALTRANS.
WORK – All scope activities included in this Agreement.
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CONTACT INFORMATION
The information provided below indicates the primary contact information for each PARTNER to
this Agreement. PARTNERS will notify each other in writing of any personnel or location changes.
Contact information changes do not require an amendment to this Agreement.
The primary Agreement contact person for CALTRANS is:
Nader Naguib, Project Manager
464 West 4th Street, 6th Floor, (MS-1229)
San Bernardino, California 92401-1400
Office Phone: (909) 388-7180
Fax Number: (909) 383-6938
Email: nader.naguib@dot.ca.gov
The primary Agreement contact person for RCTC is:
Lisa DaSilva, Capital Project Manager
4080 Lemon Street, 3rd Floor, P.O. Box 12008
Riverside , CA 92502-2208
Office Phone: (951) 787-7141
Email: Ldasilva@rctc.org
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SIGNATURES
PARTNERS declare that:
1. Each PARTNER is an authorized legal entity under California state law.
2. Each PARTNER has the authority to enter into this Agreement.
3. The people signing this Agreement have the authority to do so on behalf of their public
agencies.
STATE OF CALIFORNIA
DEPARTMENT OF TRANSPORTATION
By:
Basem E. Muallem, P.E.
District Director
CERTIFIED AS TO FUNDS:
By:
Lisa Pacheco
Budget Manager
RIVERSIDE COUNTY
TRANSPORTATION COMMISSION
By:
Anne Mayer
Executive Director
ATTEST:
By:
Best, Best and Krieger
Legal Counsel
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EA: 0F163
Agreement 08-1504 A/1
SCOPE SUMMARY
4 5 6 7 8 Description CALTRANS RCTC N/A 2 160 Perform Preliminary Engineering Studies and Draft
Project Report X
05 Updated Project information X
05 Approved Project Initiation Document Review X
10 Geotechnical Information Review X
15 Materials Information Review X
20 Traffic Data and Forecasts Review X
25 Geometrics Review X
30 Project Scope Review X
35 Project Cost Estimate Review X
99 Other Project Information Products X
10 Engineering Studies X
10 Traffic Forecasts/Modeling X
15 Geometric Plans for Project Alternatives X
20 Value Analysis X
25 Hydraulics/Hydrology Studies X
30 Highway Planting Design Concepts X
35 Traffic Operational Analysis X
40 Updated Right of Way Data Sheet X
45 Utility Locations Determined for Preliminary Engineering X
50 Railroad Study X
55 Multi-Modal Study X
60 Park and Ride Study X
65 Right of Way Relinquishment and Vacation Study X
70 Traffic Studies X
75 Updated Materials Information X
80 Updated Geotechnical Information X
85 Structures Advance Planning Study (APS) and
Preliminary Engineering X
90 High Occupancy Vehicle Report X
95 Updated Preliminary Transportation Management Plan X
99 Other Engineering Studies X
15 Draft Project Report X
05 Cost Estimates for Alternatives X
10 Fact Sheet for Exceptions to Design Standards X
15 Approved Exceptions to Encroachment Policy X
20 Draft Project Report X
25 Draft Project Report Circulation, Review, and Approval X
99 Other Draft Project Report Products X
20 Engineering and Land Net Surveys X
21
40
Agreement 08-1504 A/1
Project Number: 0800020431
25 Existing Records X
30 Land Net Surveys X
35 Land Net Map X
40 Right of Way Engineering Products X
50 Control Surveys X
55 Photogrammetric Maps and Products X
60 Engineering Surveys X
65 As-Built Centerline Surveys X
70 Pavement Surveys X
30 Environmental Study Request (ESR) X
05 Maps for ESR X
10 Surveys and Mapping for Environmental Studies X
15 Property Access Rights for Environmental/Engineering
Studies X
40 NEPA Delegation X
45 Base Maps and Plan Sheets for Project Report and
Environmental Studies X
2 165 Perform Environmental Studies and Prepare Draft
Environmental Document X
05 Environmental Scoping of Alternatives Identified for
Studies in Project Initiation Document X
05 Project Information Review X
10 Public and Agency Scoping Process X
15 Alternatives for Further Study X
99 Other Environmental Scoping of Alternatives Identified for
Studies in Project Initiation Document X
10 General Environmental Studies X
15 Community Impact Analysis, Land Use, and Growth
Studies X
20 Visual Impact Assessment and Scenic Resource
Evaluation X
25 Noise Study X
30 Air Quality Study X
35 Water Quality Studies X
40 Energy Studies X
45 Summary of Geotechnical Report X
55 Draft Right of Way Relocation Impact Document X
60 Location Hydraulic and Floodplain Study Report X
65 Paleontology Study X
70 Wild and Scenic Rivers Coordination X
75 Environmental Commitments Record X
80 Hazardous Waste Initial Site Assessments/Investigations X
85 Hazardous Waste Preliminary Site Investigation X
99 Other Environmental Studies X
15 Biological Studies X
05 Biological Assessment X
10 Wetlands Study X
15 Resource Agency Permit Related Coordination X
20 Natural Environment Study Report X
99 Other Biological Studies X
20 Cultural Resource Studies X
05 Archaeological Survey X
22
41
Agreement 08-1504 A/1
Project Number: 0800020431
05 Area of Potential Effects/Study Area Maps X
10 Native American Consultation X
15 Records and Literature Search X
20 Field Survey X
25 Archaeological Survey Report X
99 Other Archaeological Survey Products X
10 Extended Phase I Archaeological Studies X
05 Native American Consultation X
10 Extended Phase I Proposal X
15 Extended Phase I Field Investigation X
20 Extended Phase I Materials Analysis X
25 Extended Phase I Report X
99 Other Phase I Archaeological Study Products X
15 Phase II Archaeological Studies X
05 Native American Consultation X
10 Phase II Proposal X
15 Phase II Field Investigation X
20 Phase II Materials Analysis X
25 Phase II Report X
99 Other Phase II Archaeological Study Products X
20 Historical and Architectural Resource Studies X
05 Preliminary Area of Potential Effects/Study Area Maps for
Architecture X
10 Historic Resources Evaluation Report - Archaeology X
15 Historic Resource Evaluation Report - Architecture
(HRER) X
20 Bridge Evaluation X
99 Other Historical and Architectural Resource Study
Products X
25 Cultural Resource Compliance Consultation Documents X
05 Final Area of Potential Effects/Study Area Maps X
10 PRC 5024.5 Consultation X
15 Historic Property Survey Report/Historic Resources
Compliance Report X
20 Finding of Effect X
25 Archaeological Data Recovery Plan/Treatment Plan X
30 Memorandum of Agreement X
99 Other Cultural Resources Compliance Consultation
Products X
25 Draft Environmental Document or Categorical
Exemption/Exclusion X
10 Section 4(F) Evaluation X
15 Categorical Exemption/Categorical Exclusion (CE) X
20 Environmental Quality Control and Other Reviews X
25 Approval to Circulate Resolution X
30 Environmental Coordination X
99 Other Draft Environmental Document Products X
30 NEPA Delegation X
2 170 Permits, Agreements, and Route Adoptions during
PA&ED component X
05 Required permits X
15 Railroad Agreements X
23
42
Agreement 08-1504 A/1
Project Number: 0800020431
05 Plan Approval X
10 Special Provisions and Insurance Clauses X
15 Service Contract for Railroad Services X
20 Construction and Maintenance Agreement X
25 PUC Exhibits and Application X
99 Other Railroad Agreement Products X
20 Freeway Agreements X
05 Draft Freeway Agreement X
10 Draft Freeway Agreement Review X
15 Final Freeway Agreement X
20 Executed Freeway Agreement X
99 Other Freeway Agreement Products X
25 Agreement for Material Sites X
30 Executed Maintenance Agreement X
40 Route Adoptions X
05 Route Adoption Map X
10 New Connection Request and Route Adoption CTC
Submittal X
15 Route Adoption and Public Road Connection Placed on
CTC Agenda X
99 Other Route Adoption Products X
45 MOU From Tribal Employment Rights Office (TERO) X
55 NEPA Delegation X
2 175 Circulate Draft Environmental Document and Select
Preferred Project Alternative Identification X
05 DED Circulation X
05 Master Distribution and Invitation Lists X
10 Notices Regarding Public Hearing and Availability of Draft
Environmental Document X
15 DED Publication and Circulation X
20 Federal Consistency Determination (Coastal Zone) X
99 Other DED Circulation Products X
10 Public Hearing X
05 Need for Public Hearing Determination X
10 Public Hearing Logistics X
15 Displays for Public Hearing X
20 Second Notices of Public Hearing and Availability of DED X
25 Map Display and Public Hearing Plan X
30 Display Public Hearing Maps X
35 Public Hearing X
40 Record of Public Hearing X
99 Other Public Hearing Products X
15 Public Comment Responses and Correspondence X
20 Project Preferred Alternative X
25 NEPA Delegation X
2 180 Prepare and Approve Project Report and Final
Environmental Document X
05 Final Project Report X
05 Updated Draft Project Report X
10 Approved Project Report X
15 Updated Storm Water Data Report X
24
43
Agreement 08-1504 A/1
Project Number: 0800020431
99 Other Project Report Products X
10 Final Environmental Document X
05 Approved Final Environmental Document X
05 Draft Final Environmental Document Review X
10 Revised Draft Final Environmental Document X
15 Section 4(F) Evaluation X
20 Findings X
25 Statement of Overriding Considerations X
30 CEQA Certification X
35 FHWA Approval X
40 Section 106 Consultation and MOA X
45 Section 7 Consultation X
50 Final Section 4(F) Statement X
55 Floodplain Only Practicable Alternative Finding X
60 Wetlands Only Practicable Alternative Finding X
65 Section 404 Compliance X
70 Mitigation Measures X
10 Public Distribution of Final Environmental Document and
Respond To Comments X
15 Final Right of Way Relocation Impact Document X
99 Other Final Environmental Document Products X
15 Completed Environmental Document X
05 Record of Decision (NEPA) X
10 Notice of Determination (CEQA) X
20 Environmental Commitments Record X
99 Other Completed Environmental Document Products X
20 NEPA Delegation X
3 185 Prepare Base Maps and Plan Sheets for PS&E
Development X
05 Updated Project Information X
05 Project Concept Review X
10 Updated Project Information X
99 Other Updated Project Information Products X
10 Surveys and Photogrammetric Mapping for Design X
50 Control Surveys X
55 Photogrammetric Maps and Products X
60 Engineering Surveys X
65 As-Built Centerline Surveys X
70 Pavement Surveys X
15 Preliminary Design X
05 Roadway and Miscellaneous Design X
10 Proposed Geometrics Review X
15 Requests for Exceptions to Design Standards X
20 Value Analysis X
99 Other Preliminary Design Products X
20 Engineering Reports X
05 Updated Traffic Data, Analysis, and Forecasts X
10 Preliminary Hydrology and Hydraulic Reports X
15 Preliminary Geotechnical Design Report (PGDR) X
25
44
Agreement 08-1504 A/1
Project Number: 0800020431
20 Preliminary Pavement Design Report X
25 Preliminary Materials Report X
30 Soundwall Design Report X
35 Updated Transportation Management Plan for Design
Phase X
40 Utility Locations Determined for Design X
99 Other Engineering Report Products X
25 Right of Way Requirements Determination X
05 Project Review with Affected Agencies X
10 Fee and Easement Requirements Determination X
15 Right of Way Requirements Maps X
20 Final Railroad Involvement Determination X
25 Water Well Abandonment Needs Determination X
30 Utility Conflict Maps X
30 Structure Site Plans X
10 Site Plans for Bridges and Structures X
15 Site Plans for Retaining Walls and Non-Standard Earth
Retention Systems X
20 Site Plans for Soundwalls on Retaining Systems or
Structures X
25 Site Plans for Pumping Plants X
30 Site Plans for Special-Design Culverts X
99 Other Structure Site Plan Products X
99 Other Base Map and Plan Sheet Products X
3 205 Permits and Agreements during PS&E Component X
05 Required permits X
15 Railroad Agreements X
05 Plan Approval X
10 Special Provisions and Insurance Clauses X
15 Service Contract for Railroad Services X
20 Construction and Maintenance Agreement X
25 PUC Exhibits and Applications X
95 Other Railroad Agreement Products X
25 Agreement for Material Sites X
30 Executed Maintenance Agreement X
45 MOU From Tribal Employment Rights Office (TERO) X
55 NEPA Delegation X
3 230 Prepare Draft Plans, Specifications, and Estimates X
05 Draft Roadway Plans X
05 Title Sheet X
10 Typical Cross Sections X
15 Key Map and Line Index X
20 Roadway Layouts X
25 Profile and Superelevation Sheets X
30 Construction Details X
35 Contour Grading Plans X
40 Summary of Quantities Sheets X
45 Noise Barrier Plans X
50 Retaining Wall Plans X
55 Standard Plans Selection X
26
45
Agreement 08-1504 A/1
Project Number: 0800020431
60 Stage Construction and Detour Plans or Traffic Handling
Plans X
65 Water Pollution Control Plans X
70 Engineering Reports X
05 Hydrology and Hydraulic Reports X
10 Products Required to Ready Site for Subsurface
Exploration X
15 Geotechnical Design Report (GDR) X
20 Pavement Design Report X
25 Materials Report X
99 Other Draft Roadway Plan Products X
10 Draft Highway Planting Plans X
05 Highway Planting Plans X
15 Plant List X
20 Irrigation Plans X
30 Irrigation Quantity Sheets X
99 Other Draft Highway Planting Plan Products X
15 Draft Traffic Plans X
05 Signing and Pavement Delineation Plans X
10 Construction Area Signs Plans X
15 Traffic Electrical Plans X
99 Other Draft Traffic Plan Products X
20 Transportation Management Plan X
25 Draft Utility Plans X
05 New Facility Plans X
10 Utility Relocation Plans X
99 Other Draft Utility Plan Products X
30 Draft Drainage Plans X
35 Draft Specifications X
05 Roadway Specifications X
10 Highway Planting Specifications X
15 Traffic Specifications X
20 Electrical Specifications X
25 Utility Specifications X
30 Hydraulic Specifications X
35 Water Pollution Control Specifications X
40 Erosion Control Specifications X
99 Other Draft Specification Products X
40 Draft Plans, Specifications, and Estimates Quantities and
Estimates X
05 Roadway Quantities and Estimates X
10 Highway Planting Quantities and Estimates X
15 Drainage Quantities and Estimates X
20 Traffic Quantities and Estimates X
25 Electrical Quantities and Estimates X
30 Utility Quantities and Estimates X
35 Water Pollution Control Quantities and Estimates X
40 Erosion Control Quantities and Estimates X
99 Other Draft Plans, Specifications, and Estimates
Quantities and Estimates Products X
27
46
Agreement 08-1504 A/1
Project Number: 0800020431
55 Structures Draft Plans, Specifications, and Estimates
Incorporation X
60 Updated Project Information for Plans, Specifications, and
Estimates Package X
05 Updated Storm Water Data Report X
10 Other Reviews and Update of Project Information X
90 NEPA Delegation X
99 Other Draft Plans, Specifications, and Estimates Products X
3 235 Mitigate Environmental Impacts and Clean Up Hazardous
Waste X
05 Environmental Mitigation X
05 Historical Structures Mitigation X
10 Archaeological and Cultural Mitigation X
15 Biological Mitigation X
20 Environmental Mitigation Right of Way Work X
25 Paleontology Mitigation X
99 Other Environmental Mitigation Products X
10 Detailed Site Investigation for Hazardous Waste X
05 Right or Permit for Hazardous Waste Site Investigations X
10 Hazardous Waste Sites Survey X
15 Detailed Hazardous Waste Site Investigation X
30 Hazardous Substances Disclosure Document (HSDD) X
40 Updated Environmental Commitments Record X
45 NEPA Delegation X
3 240 Draft Structures Plans, Specifications, and Estimates X
50 Overall Draft Structures Plans, Specifications, and
Estimates X
55 Foundation Plan X
60 Hydraulic Report X
65 Preliminary Foundation Reports X
70 Products Required to Ready Site for Subsurface
Exploration X
75 Draft General Plans X
80 Foundation Reports X
85 Draft Structure Plans X
90 Draft Structures Special Provisions and Cost Estimate X
3 250 Final Structures PS&E Package X
50 Project Review X
55 Final Structure Plans X
60 Final Structure Special Provisions and Cost Estimate X
3 255 Circulate, Review, and Prepare Final District Plans,
Specifications, and Estimates Package X
05 Circulated and Reviewed Draft District Plans,
Specifications, and Estimates Package X
10 Updated Plans, Specifications, and Estimates Package X
05 Updated Roadway Plans, Specifications, and Estimates X
10 Updated Highway Planting Plans, Specifications, and
Estimates X
15 Updated Traffic Plans, Specifications, and Estimates X
20 Updated Hydraulic Plans, Specifications, and Estimates X
25 Updated Technical Reports X
30 Updated Utility Plans, Specifications, and Estimates X
35 Updated Electrical Plans, Specifications, and Estimates X
28
47
Agreement 08-1504 A/1
Project Number: 0800020431
99 Other Updated Plans, Specifications, and Estimates
Products X
15 Environmental Re-evaluation X
20 Final District Plans, Specifications, and Estimates
Package X
05 Reviewed Plans for Drafting Standards Compliance X
10 Final Structures Specifications and Estimate Incorporated
Into Final District Plans, Specifications, and Estimates X
15 Request for Funds X
25 Geotechnical Information Handout X
30 Materials Information Handout X
35 Construction Staking Package and Control X
10 Construction Staking Package X
20 Project Control for Construction X
40 Resident Engineer's Pending File X
45 NEPA Delegation X
50 Secured Lease for Resident Engineer Office Space or
Trailer X
55 Contractor Outreach X
65 Right of Way Certification Documentation X
70 Right of Way Engineering Products X
75 Upgrade/Updated Right of Way Certification Document X
3 260 Contract Bid Documents Ready to List X
50 Project Submittal Ready to Process (PS&E) X
60 Draft Contract Comments (DCC) X
70 Draft Contract Comment Response (DR) X
75 Environmental Certification at Ready to List X
80 Draft Contract Ready X
90 Ready to List X
4 195 Right of Way Property Management and Excess Land X
40 Property Management X
05 Fair Market Rent Determinations (Residential) X
10 Fair Market Rent Determinations (Non-Residential) X
15 Regular Property Management X
20 Property Maintenance and Rehabilitation (Rentable
Property) X
25 Property Maintenance and Rehabilitation (Non-Rentable
Property) X
30 Hazardous Waste and Hazardous Materials X
35 Transfer of Property to Clearance Status X
99 Other Property Management Products X
45 Excess Land X
05 Excess Lands Inventory X
10 Excess Land Appraisal and Public Sale Estimate X
15 Government Code Section 54235 Administration X
20 Property Disposal of Units Up to $15,000 X
25 Property Disposal of Units Between $15,001 and
$500,000 X
30 Property Disposal of Units Over $500,000 X
35 CTC and AAC Coordination X
99 Other Excess Land Products X
4 200 Utility Relocation X
29
48
Agreement 08-1504 A/1
Project Number: 0800020431
15 Approved Utility Relocation Plan X
20 Utility Relocation Package X
25 Utility Relocation Management X
30 Utility Close Out X
99 Other Utility Relocation Products X
4 220 Right of Way Engineering X
05 Existing Land Net X
05 Existing Records X
10 Land Net Survey X
25 Monumentation Perpetuation Record of Survey X
10 Land Net Map X
15 Right of Way Maps X
05 Appraisal Map X
95 Other Maps X
20 Acquisition Documents X
05 Deeds X
15 Resolution of Necessity Package X
25 Documents to Convey Property Rights X
05 Director's Deed Package X
95 Other Deeds and Documents X
35 Field Located Right of Way X
05 Flagged Right of Way X
10 Staked Right of Way X
4 225 Obtain Right of Way Interests for Project Right of Way
Certification X
50 Parcel and Project Documentation X
60 Right of Way Appraisals X
65 Right of Way Acquisition X
70 Right of Way Relocation Assistance X
75 Right of Way Clearance X
80 Right of Way Condemnation X
4 245 Post Right of Way Certification Work X
50 Parcel and Project Documentation X
60 Right of Way Appraisals X
65 Right of Way Acquisition X
70 Right of Way Relocation Assistance X
75 Right of Way Clearance X
80 Right of Way Condemnation X
30
49
AGENDA ITEM 9
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: August 26, 2013
TO: Western Riverside County Programs and Projects Committee
FROM: Patricia Castillo, Capital Projects Manager
THROUGH: Marlin Feenstra, Project Delivery Director
SUBJECT: List of Pre-Qualified Firms and Agreements for On-Call Environmental
Consulting Services
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Award the following agreements to provide on-call environmental consulting services
for a two-year term, in an amount not to exceed an aggregate value of $1.5 Million;
a) Agreement No. 13-31-132-00 with ICF International;
b) Agreement No. 13-31-149-00 with LSA Associates, Inc.;
c) Agreement No. 13-31-150-00 with HDR Engineering, Inc.; and
d) Agreement No. 13-31-151-00 with VCS Environmental;
2) Authorize the Executive Director, or designee, to execute task orders awarded to the
consultants under the terms of the agreements;
3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute
the agreements on behalf of the Commission; and
4) Forward to the Commission for final action.
BACKGROUND INFORMATION:
The Commission has a requirement for the provision of comprehensive on-call consulting
services related to various environmental and archaeological services including, but not limited
to, coordination with resources agencies, review of National Environmental Policy Act and
California Environmental Quality Act documents, permitting preparation, monitoring and
documentation of environmental commitments, and support of the Western Riverside County
Multispecies Habitat Conservation Plan projects.
While the Commission typically has most of the environmental-related consulting services
described above accomplished through contracts for the preliminary
engineering/environmental phase of a project, there are occasions in which these services will
be needed outside the environmental phase. Examples of this include the need for permitting
prior to construction, construction monitoring, or mitigation.
Agenda Item 9
50
The purpose of this procurement is to provide the Commission with these comprehensive on-
call professional environmental consulting services for a variety of Commission capital projects
like the I-215 widening projects between I-15 and Nuevo Road, 60/215 East Junction project,
and the SR-91 High Occupancy Vehicle project to name a few.
Procurement Process
A request for qualifications (RFQ) for on-call environmental consulting services was released by
staff and advertised on April 18, 2013. Staff responded to all questions submitted by potential
proposers prior to the May 9 deadline date. Eleven firms – First Carbon Solutions; HDR
Engineering, Inc.; ICF International; Lilburn Corporation; LSA Associates, Inc.; Rincon
Consultants, Inc.; Tetra Tech, Inc.; TRC Solutions, Inc.; URS Corporation; VCS Environmental; and
Vibro-Acoustic Consultants – submitted statements of qualifications (SOQ) prior to the May 30
submittal deadline. Ten of the eleven firms submitted responsive and responsible SOQs.
Utilizing the evaluation criteria set forth in the RFQ, the ten firms were evaluated and scored by
an evaluation committee comprised of Commission, Bechtel, and Riverside County
Transportation Department staff.
Based on the evaluation committee’s assessment of the written proposals and pursuant to the
terms of the RFQ, the evaluation committee short listed and invited four firms to the interview
phase of the evaluation and selection process. Interviews of the short listed firms, HDR
Engineering, Inc., ICF International, LSA Associates, Inc., and VCS Environmental, were
conducted on July 11.
The evaluation committee conducted a subsequent evaluation of each firm, based on both
written and interview components presented to the evaluation committee by each proposer.
Accordingly, the evaluation committee recommends contract award to HDR Engineering, Inc.,
ICF International, LSA Associates, Inc., and VCS Environmental for on-call environmental
consulting services, as these firms earned the highest total evaluation scores.
The multiple award, on-call, task order type contracts do not guarantee work to any of the
awardees; therefore, no funds are guaranteed to any consultant. Pre-qualified consultants will
be selected for specific tasks based on information contained in their proposal. Services will be
provided through the Commission’s issuance of contract task orders to the consultants on an
as-needed basis. The Commission’s standard form professional services agreement will be
entered into with the consultants subject to any changes approved by the Executive Director
and pursuant to legal counsel review. Staff oversight of the contract will maximize the
effectiveness of the consultants and minimize the costs to the Commission.
Agenda Item 9
51
Financial Information
In Fiscal Year Budget: Yes
N/A Year: FY 2013/14
FY 2014/15+ Amount: $ 100,000
$ 1,400,000
Source of Funds: Measure A and/or state funds Budget Adjustment: No
N/A
GL/Project Accounting No.: 223999 81115 222 31 81101
623999 81115 262 31 81101
Fiscal Procedures Approved: Date: 08/13/2013
Attachment: Standard Form On-Call Professional Services Agreement
Agenda Item 9
52
Attachment B Attachment B-2
17336.02100\7915663.5
AGREEMENT NO. 13-31-132-00
PROFESSIONAL SERVICES AGREEMENT
WITH FHWA AND/OR FTA FUNDING/ASSISTANCE
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
AGREEMENT WITH
[CONSULTANT]
FOR ON-CALL
[DESCRIPTION OF SERVICES]
1.0 PARTIES AND DATE.
This Agreement is made and entered into this ___ day of _______, 2013, by and between the
RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Commission") and [NAME
OF FIRM] ("Consultant"), a [LEGAL STATUS OF CONSULTANT].
2.0 RECITALS.
2.1 On November 8, 1988 the voters of Riverside County approved Measure A
authorizing the collection of a one-half percent (1/2 %) retail transactions and use tax (the "Tax")
to fund transportation programs and improvements within the County of Riverside, and adopting
the Riverside County Transportation Improvement Plan (the "Plan").
2.2 Pursuant to Public Utility Code Sections 240000 et seq., the Commission is
authorized to allocate the proceeds of the Tax in furtherance of the Plan.
2.3 On November 5, 2002, the voters of Riverside County approved an extension of
the Measure A tax for an additional thirty (30) years for the continued funding of transportation
and improvements within the County of Riverside.
2.4 A source of funding for payment for professional services provided under thi s
Agreement may be federal funds from the United States Department of Transportation. This
Commission may withhold payment of any federal funds hereunder until the certification shown
in Exhibit “F” attached hereto and incorporated herein by reference, is executed.
2.5 Consultant desires to perform and assume responsibility for the provision of
certain professional services required by the Commission on the terms and conditions set forth in
this Agreement and in the task order(s) to be issued pursuant to this Agreement and executed by
the Commission and the Consultant (“Task Order”). Consultant represents that it is experienced
in providing on-call environmental consulting services to public clients, is licensed in the State
of California (if necessary), and is familiar with the plans of the Commission.
2.6 The Commission desires to engage Consultant to render such services on an on-
call basis. Services shall be ordered by Task Order(s) to be issued pursuant to this Agreement for
53
Attachment B Attachment B-3
17336.02100\7915663.5
future projects as set forth herein (each such project shall be designated a “Project” under this
Agreement).
3.0 TERMS.
3.1 General Scope of Services. Consultant shall furnish all technical and professional
services, including labor, material, equipment, transportation, supervision and expertise, and
incidental and customary work necessary to fully and adequately supply the professional on-call
environmental consulting services necessary for the Project ("Services"). The Services are more
generally described in Exhibit "A" attached hereto and incorporated herein by reference. The
Services shall be more particularly described in the individual Task Orders issued by the
Commission’s Executive Director or designee. No Services shall be performed unless authorized
by a fully executed Task Order. All Services shall be subject to, and performed in accordance
with, this Agreement, the relevant Task Order, the exhibits attached hereto and incorporated
herein by reference, and all applicable local, state and federal laws, rules and regulations.
3.2 Commencement of Services. The Consultant shall commence work within five
(5) days of receiving a fully executed Task Order from Commission. As a result of any federal
funding for the Project, and to the extent Caltrans procedures apply in connection therewith,
issuance of a Task Order may be contingent upon completion and approval of a pre-award audit.
Any questions raised during the pre-award audit shall be resolved before the Commission will
consider approval of this Agreement. The federal aid provided under this Agreement is
contingent on meeting all Federal requirements and could be withdrawn, thereby entitling the
Commission to terminate this Agreement, if the procedures are not completed. The Consultant’s
files shall be maintained in a manner to facilitate Federal and State process reviews. In addition,
the applicable federal agency, or Caltrans acting in behalf of a federal agency, may require that
prior to performance of any work for which Federal reimbursement is requested and provided,
that said federal agency or Caltrans must give to Commission an “Authorization to Proceed”.
3.3 Term. The term of this Agreement shall be from the date first set forth above or
the date of issuance of the Notice to Proceed by the Commission, whichever occurs first, to
[INSERT ENDING DATE], unless earlier terminated as provided herein. Consultant shall
complete the Services within the term of this Agreement, and shall meet any other established
schedules and deadlines set forth in the Task Orders. All applicable indemnification provisions
of this Agreement shall remain in effect following the termination of this Agreement.
3.4 Commission's Representative. The Commission hereby designates the
Commission's Executive Director, or his or her designee, to act as its Representative for the
performance of this Agreement ("Commission’s Representative"). Commission’s Representative
shall have the authority to act on behalf of the Commission for all purposes under this
Agreement. Commission's Representative shall also review and give approval, as needed, to the
details of Consultant's work as it progresses. Consultant shall not accept direction or orders from
any person other than the Commission’s Representative or his or her designee.
3.5 Consultant's Representative. Consultant hereby designates [INSERT NAME OR
TITLE] to act as its Representative for the performance of this Agreement ("Consultant’s
Representative"). Consultant's Representative shall have full authority to act on behalf of
54
Attachment B Attachment B-4
17336.02100\7915663.5
Consultant for all purposes under this Agreement. The Consultant’s Representative shall
supervise and direct the Services, using his professional skill and attention, and shall be
responsible for all means, methods, techniques, sequences and procedures and for the
satisfactory coordination of all portions of the Services under this Agreement and as described in
the relevant Task Order. Consultant shall work closely and cooperate fully with Commission's
Representative and any other agencies which may have jurisdiction over, or an interest in, the
Services. Consultant's Representative shall be available to the Commission staff at all reasonable
times. Any substitution in Consultant's Representative shall be approved in writing by
Commission's Representative.
3.6 Substitution of Key Personnel. Consultant has represented to the Commission
that certain key personnel will perform and coordinate the Services under this Agreement.
Should one or more of such personnel become unavailable, Consultant may substitute other
personnel of at least equal competence upon written approval by the Commission. In the event
that the Commission and Consultant cannot agree as to the substitution of the key personnel, the
Commission shall be entitled to terminate this Agreement for cause, pursuant to the provisions of
Section 3.14. The key personnel for performance of this Agreement are: [LIST NAMES AND
TITLES]
3.7 Preliminary Review of Work. All reports, working papers, and similar work
products prepared for submission in the course of providing Services under this Agreement shall
be submitted to the Commission's Representative in draft form, and the Commission may require
revisions of such drafts prior to formal submission and approval. In the event plans and designs
are to be developed as part of the Project, final detailed plans and designs shall be contingent
upon obtaining environmental clearance as may be required in connection with Federal funding.
In the event that Commission's Representative, in his sole discretion, determines the formally
submitted work product to be not in accordance with the standard of care established under this
contract, Commission's Representative may require Consultant to revise and resubmit the work
at no cost to the Commission.
3.8 Appearance at Hearings. If and when required by the Commission, Consultant
shall render assistance at public hearings or other meetings related to the Project or necessary to
the performance of the Services. However, Consultant shall not be required to, and will not,
render any decision, interpretation or recommendation regarding questions of a legal nature or
which may be construed as constituting a legal opinion.
3.9 Standard of Care; Licenses. Consultant represents and maintains that it is skilled
in the professional calling necessary to perform all Services, duties and obligations required by
this Agreement to fully and adequately complete the Project. Consultant shall perform the
Services and duties in conformance to and consistent with the standards generally recognized as
being employed by professionals in the same discipline in the State of California during the term
of this Agreement. Consultant warrants that all employees and subcontractors shall have
sufficient skill and experience to perform the Services assigned to them. Consultant further
represents and warrants to the Commission that its employees and subcontractors have all
licenses, permits, qualifications and approvals of whatever nature that are legally required to
perform the Services, and that such licenses and approvals shall be maintained throughout the
term of this Agreement. Consultant shall perform, at its own cost and expense and without
55
Attachment B Attachment B-5
17336.02100\7915663.5
reimbursement from the Commission, any services necessary to correct errors or omissions
which are caused by the Consultant’s failure to comply with the standard of care provided for
herein, and shall be fully responsible to the Commission for all damages and other liabilities
provided for in the indemnification provisions of this Agreement arising from the Consultant’s
errors and omissions. Any employee of Consultant or its sub-consultants who is determined by
the Commission to be uncooperative, incompetent, a threat to the adequate or timely completion
of the Project, a threat to the safety of persons or property, or any employee who fails or refuses
to perform the Services in a manner acceptable to the Commission, shall be promptly removed
from the Project by the Consultant and shall not be re-employed to perform any of the Services
or to work on the Project.
3.10 Opportunity to Cure. Commission may provide Consultant an opportunity to
cure, at Consultant's expense, all errors and omissions which may be disclosed during Project
implementation. Should Consultant fail to make such correction in a timely manner, such
correction may be made by the Commission, and the cost thereof charged to Consultant.
3.11 Inspection of Work. Consultant shall allow the Commission's Representative to
inspect or review Consultant's work in progress at any reasonable time.
3.12 Final Acceptance. Upon determination by the Commission that Consultant has
satisfactorily completed the Services required under this Agreement and within the term set forth
in Section 3.3, the Commission shall give Consultant a written Notice of Final Acceptance. Upon
receipt of such notice, Consultant shall incur no further costs hereunder, unless otherwise
specified in the Notice of Final Acceptance. Consultant may request issuance of a Notice of Final
Acceptance when, in its opinion, it has satisfactorily completed all Services required under the
terms of this Agreement. In the event copyrights are permitted under this Agreement, then in
connection with Federal funding, it is hereby acknowledged and agreed that the United States
Department of Transportation shall have the royalty-free non-exclusive and irrevocable right to
reproduce, publish, or otherwise use, and to authorize others to use, the work for governmental
purposes.
3.13 Laws and Regulations. Consultant shall keep itself fully informed of and in
compliance with all local, state and federal laws, rules and regulations in any manner affecting
the performance of the Project or the Services, including all Cal/OSHA requirements, and shall
give all notices required by law. For example, and not by way of limitation, Consultant shall
keep itself fully informed of and in compliance with all implementing regulations, design
standards, specifications, previous commitments that must be incorporated in the design of the
Project, and administrative controls including those of the United States Department of
Transportation. Compliance with Federal procedures may include completion of the applicable
environmental documents and approved by the United States Department of Transportation. For
example, and not by way of limitation, a signed Categorical Exclusion, Finding of No Significant
Impact, or published Record of Decision may be required to be approved and/or completed by
the United States Department of Transportation. For Consultant shall be liable for all violations
of such laws and regulations in connection with Services. If the Consultant performs any work
knowing it to be contrary to such laws, rules and regulations and without giving written notice to
the Commission, Consultant shall be solely responsible for all costs arising therefrom.
Consultant shall defend, indemnify and hold Commission, its officials, directors, officers,
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employees and agents free and harmless, pursuant to the indemnification provisions of this
Agreement, from any claim or liability arising out of any failure or alleged failure to comply
with such laws, rules or regulations.
3.14 Termination.
3.14.1 Notice; Reason. Commission may, by written notice to Consultant,
terminate this Agreement, in whole or in part, at any time by giving written notice to Consultant
of such termination, and specifying the effective date thereof (“Notice of Termination”). Such
termination may be for Commission's convenience or because of Consultant's failure to perform
its duties and obligations under this Agreement, including, but not limited to, the failure of
Consultant to timely perform Services pursuant to the Schedule of Services described in Section
3.15 of this Agreement. Consultant may not terminate this Agreement except for cause.
3.14.2 Discontinuance of Services. Upon receipt of the written Notice of
Termination, Consultant shall discontinue all affected Services as directed in the Notice or as
otherwise provided herein and shall deliver to the Commission all Documents and Data, as
defined in this Agreement, as may have been prepared or accumulated by Consultant in
performance of the Services, whether completed or in progress.
3.14.3 Effect of Termination For Convenience. If the termination is to be for the
convenience of the Commission, the Commission shall compensate Consultant for Services fully
and adequately provided through the effective date of termination. Such payment shall include a
prorated amount of profit, if applicable, but no amount shall be paid for anticipated profit on
unperformed Services. Consultant shall provide documentation deemed adequate by
Commission's Representative to show the Services actually completed by Consultant prior to the
effective date of termination. This Agreement shall terminate on the effective date of the Notice
of Termination.
3.14.4 Effect of Termination for Cause. If the termination is for cause,
Consultant shall be compensated for those Services which have been fully and adequately
completed and accepted by the Commission as of the date the Commission provides the Notice
of Termination. In such case, the Commission may take over the work and prosecute the same to
completion by contract or otherwise. Further, Consultant shall be liable to the Commission for
any reasonable additional costs incurred by the Commission to revise work for which the
Commission has compensated Consultant under this Agreement, but which the Commission has
determined in its sole discretion needs to be revised, in part or whole, to complete the Project
because it did not meet the standard of care established in Section 3.9. Termination of this
Agreement for cause may be considered by the Commission in determining whether to enter into
future agreements with Consultant.
3.14.5 Cumulative Remedies. The rights and remedies of the Parties provided in
this Section are in addition to any other rights and remedies provided by law or under this
Agreement.
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3.14.6 Procurement of Similar Services. In the event this Agreement is
terminated, in whole or in part, as provided by this Section, the Commission may procure, upon
such terms and in such manner as it deems appropriate, services similar to those terminated.
3.14.7 Waivers. Consultant, in executing this Agreement, shall be deemed to
have waived any and all claims for damages which may otherwise arise from the Commission's
termination of this Agreement, for convenience or cause, as provided in this Section.
3.15 Schedule and Progress of Services.
3.15.1 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with any specific schedule
that shall be set forth in the Task Order (“Schedule of Services”). Consultant represents that it
has the professional and technical personnel to perform the Services in conformance with such
conditions. In order to facilitate Consultant's conformance with each Schedule, the Commission
shall respond to Consultant's submittals in a timely manner. Upon request of Commission's
Representative, Consultant shall provide a more detailed schedule of anticipated performance to
meet the relevant Schedule of Services.
3.15.2 Modification of the Schedule. Consultant shall regularly report to the
Commission, through correspondence or progress reports, its progress in providing required
Services within the scheduled time periods. Commission shall be promptly informed of all
anticipated delays. In the event that Consultant determines that a schedule modification is
necessary, Consultant shall promptly submit a revised Schedule of Services for approval by
Commission's Representative.
3.15.3 Trend Meetings. Consultant shall conduct trend meetings with the
Commission’s Representative and other interested parties, as may be requested by the
Commission. These trend meetings will encompass focused and informal discussions concerning
scope, schedule, and current progress of Services, relevant cost issues, and future Project
objectives. Consultant shall be responsible for the preparation and distribution of meeting
agendas to be received by the Commission and other attendees no later than three (3) working
days prior to the meeting.
3.15.4 Progress Reports. As part of its monthly invoice, Consultant shall
submit a progress report, in a form determined by the Commission, which will indicate the
progress achieved during the previous month in relation to the relevant Schedule of Services, as
applicable. If applicable, submission of such progress report by Consultant shall be a condition
precedent to receipt of payment from the Commission for each monthly invoice submitted.
3.16 Delay in Performance.
3.16.1 Excusable Delays. Should Consultant be delayed or prevented from the
timely performance of any act or Services required by the terms of the Agreement by reason of
acts of God or of the public enemy, acts or omissions of the Commission or other governmental
agencies in either their sovereign or contractual capacities, fires, floods, epidemics, quarantine
restrictions, strikes, freight embargoes or unusually severe weather, performance of such act
shall be excused for the period of such delay.
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3.16.2 Written Notice. If Consultant believes it is entitled to an extension of time
due to conditions set forth in subsection 3.16.1, Consultant shall provide written notice to the
Commission within seven (7) working days from the time Consultant knows, or reasonably
should have known, that performance of the Services will be delayed due to such conditions.
Failure of Consultant to provide such timely notice shall constitute a waiver by Consultant of any
right to an excusable delay in time of performance.
3.16.3 Mutual Agreement. Performance of any Services under this Agreement
may be delayed upon mutual agreement of the Parties. Upon such agreement, Consultant's
Schedule of Services shall be extended as necessary by the Commission. Consultant shall take all
reasonable steps to minimize delay in completion, and additional costs, resulting from any such
extension.
3.17 Status of Consultant/Subconsultants; Assignment; Transfer.
3.17.1 Independent Contractor. The Services shall be performed by Consultant
or under its supervision. Consultant will determine the means, methods and details of performing
the Services subject to the requirements of this Agreement. Commission retains Consultant on an
independent contractor basis and not as an employee, agent or representative of the Commission.
Consultant retains the right to perform similar or different services for others during the term of
this Agreement. Any additional personnel performing the Services under this Agreement on
behalf of Consultant shall at all times be under Consultant's exclusive direction and control.
Consultant shall pay all wages, salaries and other amounts due such personnel in connection with
their performance of Services and as required by law. Consultant shall be responsible for all
reports and obligations respecting such personnel, including but not limited to, social security
taxes, income tax withholdings, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.17.2 Assignment or Transfer. Consultant shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein, without the
prior written consent of the Commission. Any attempt to do so shall be null and void, and any
assignees, hypothecates or transferees shall acquire no right or interest by reason of such
attempted assignment, hypothecation or transfer.
3.17.3 Subcontracting. Consultant shall not subcontract any portion of the work
or Services required by this Agreement, except as expressly stated herein, without prior written
approval of the Commission. If Consultant wishes to use a firm as a subcontractor which is not
specified in the proposal upon which this Agreement was awarded, prior written approval must
be obtained from the Commission. The Subcontracts, if any, shall contain a provision making
them subject to all provisions stipulated in this Agreement.
3.18 Ownership of Materials/Confidentiality.
3.18.1 Documents & Data. This Agreement creates an exclusive and perpetual
license for Commission to copy, use, modify, reuse, or sub-license any and all copyrights and
designs embodied in plans, specifications, studies, drawings, estimates, materials, data and other
documents or works of authorship fixed in any tangible medium of expression, including but not
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limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes,
which are prepared or caused to be prepared by Consultant under this Agreement (“Documents
& Data”). Consultant shall require all subcontractors to agree in writing that Commission is
granted an exclusive and perpetual license for any Documents & Data the subcontractor prepares
under this Agreement. Consultant represents and warrants that Consultant has the legal right to
grant the exclusive and perpetual license for all such Documents & Data. Consultant makes no
such representation and warranty in regard to Documents & Data which were prepared by design
professionals other than Consultant or provided to Consultant by the Commission. Commission
shall not be limited in any way in its use of the Documents & Data at any time, provided that any
such use not within the purposes intended by this Agreement shall be at Commission’s sole risk.
3.18.2 Intellectual Property. In addition, Commission shall have and retain all
right, title and interest (including copyright, patent, trade secret and other proprietary rights) in
all plans, specifications, studies, drawings, estimates, materials, data, computer programs or
software and source code, enhancements, documents, and any and all works of authorship fixed
in any tangible medium or expression, including but not limited to, physical drawings or other
data magnetically or otherwise recorded on computer media (“Intellectual Property”) prepared or
developed by or on behalf of Consultant under this Agreement as well as any other such
Intellectual Property prepared or developed by or on behalf of Consultant under this Agreement.
The Commission shall have and retain all right, title and interest in Intellectual Property
developed or modified under this Agreement whether or not paid for wholly or in part by
Commission, whether or not developed in conjunction with Consultant, and whether or not
developed by Consultant. Consultant will execute separate written assignments of any and all
rights to the above referenced Intellectual Property upon request of Commission.
Consultant shall also be responsible to obtain in writing separate written assignments from any
subcontractors or agents of Consultant of any and all right to the above referenced Intellectual
Property. Should Consultant, either during or following termination of this Agreement, desire to
use any of the above-referenced Intellectual Property, it shall first obtain the written approval of
the Commission.
All materials and documents which were developed or prepared by the Consultant for general
use prior to the execution of this Agreement and which are not the copyright of any other party
or publicly available and any other computer applications, shall continue to be the property of the
Consultant. However, unless otherwise identified and stated prior to execution of this
Agreement, Consultant represents and warrants that it has the right to grant the exclusive and
perpetual license for all such Intellectual Property as provided herein.
Commission further is granted by Consultant a non-exclusive and perpetual license to copy, use,
modify or sub-license any and all Intellectual Property otherwise owned by Consultant which is
the basis or foundation for any derivative, collective, insurrectional, or supplemental work
created under this Agreement.
3.18.3 Confidentiality. All ideas, memoranda, specifications, plans, procedures,
drawings, descriptions, computer program data, input record data, written information, and other
Documents and Data either created by or provided to Consultant in connection with the
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performance of this Agreement shall be held confidential by Consultant. Such materials shall
not, without the prior written consent of Commission, be used by Consultant for any purposes
other than the performance of the Services. Nor shall such materials be disclosed to any person
or entity not connected with the performance of the Services or the Project. Nothing furnished to
Consultant which is otherwise known to Consultant or is generally known, or has become
known, to the related industry shall be deemed confidential. Consultant shall not use
Commission's name or insignia, photographs of the Project, or any publicity pertaining to the
Services or the Project in any magazine, trade paper, newspaper, television or radio production
or other similar medium without the prior written consent of Commission.
3.19 Indemnification. To the fullest extent permitted by law, Consultant shall defend,
indemnify and hold Commission, its directors, officials, officers, employees, consultants,
volunteers, and agents free and harmless from any and all claims, demands, causes of action,
costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons,
including wrongful death, in any manner arising out of or incident to alleged negligent acts,
omissions, or willful misconduct of Consultant, its officials, officers, employees, agents,
consultants, and contractors arising out of or in connection with the performance of the Services,
the Project or this Agreement, including without limitation the payment of consequential
damages, expert witness fees, and attorneys' fees and other related costs and expenses.
Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid
suits, actions or other legal proceedings of every kind that may be brought or instituted against
Commission, its directors, officials, officers, employees, consultants, agents, or volunteers.
Consultant shall pay and satisfy any judgment, award or decree that may be rendered against
Commission or its directors, officials, officers, employees, consultants, agents, or volunteers, in
any such suit, action or other legal proceeding. Consultant shall reimburse Commission and its
directors, officials, officers, employees, consultants, agents, and/or volunteers, for any and all
legal expenses and costs, including reasonable attorney’s fees, incurred by each of them in
connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to
indemnify shall not be restricted to insurance proceeds, if any, received by Commission, its
directors, officials officers, employees, consultants, agents, or volunteers. Notwithstanding the
foregoing, to the extent Consultant’s Services are subject to Civil Code Section 2782.8, the
above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims
that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
Consultant. Consultant’s obligations as set forth in this Section 3.19 shall survive expiration or
termination of this Agreement.
3.20 Insurance.
3.20.1 Time for Compliance. Consultant shall not commence work under this
Agreement until it has provided evidence satisfactory to the Commission that it has secured all
insurance required under this section. In addition, Consultant shall not allow any subcontractor to
commence work on any subcontract until it has secured all insurance required under this section.
3.20.2 Minimum Requirements. Consultant shall, at its expense, procure and
maintain for the duration of the Agreement insurance against claims for injuries to persons or
damages to property which may arise from or in connection with the performance of the
Agreement by the Consultant, its agents, representatives, employees or subcontractors.
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Consultant shall also require all of its subcontractors to procure and maintain the same insurance
for the duration of the Agreement. Such insurance shall meet at least the following minimum
levels of coverage:
A. Minimum Scope of Insurance. Coverage shall be at least as broad
as the latest version of the following: (1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto);
and (3) if Consultant has employees, Workers’ Compensation and Employer’s Liability:
Workers’ Compensation insurance as required by the State of California and Employer’s
Liability Insurance.
B. Minimum Limits of Insurance. Consultant shall maintain limits no
less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and
property damage. If Commercial General Liability Insurance or other form with general
aggregate limit is used, either the general aggregate limit shall apply separately to this
Agreement/location or the general aggregate limit shall be twice the required occurrence limit;
(2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3)
Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by
the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 per acciden t
for bodily injury or disease.
3.20.3 Professional Liability. Consultant shall procure and maintain, and require
its sub-consultants to procure and maintain, for a period of five (5) years following completion of
the Project, errors and omissions liability insurance appropriate to their profession. Such
insurance shall be in an amount not less than $1,000,000 per claim [INCREASE IF
NECESSARY – OTHERWISE LEAVE AS IS AND DELETE THIS NOTE].
3.20.4 [Reserved]
3.20.5 Insurance Endorsements. The insurance policies shall contain the
following provisions, or Consultant shall provide endorsements on forms approved by the
Commission to add the following provisions to the insurance policies:
A. General Liability. The general liability policy shall be endorsed to
state that: (1) the Commission, its directors, officials, officers, employees and agents shall be
covered as additional insureds with respect to the Services or operations performed by or on
behalf of the Consultant, including materials, parts or equipment furnished in connection with
such work; and (2) the insurance coverage shall be primary insurance as respects the
Commission, its directors, officials, officers, employees and agents, or if excess, shall stand in an
unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any
insurance or self-insurance maintained by the Commission, its directors, officials, officers,
employees and agents shall be excess of the Consultant’s insurance and shall not be called upon
to contribute with it in any way.
B. Automobile Liability. The automobile liability policy shall be
endorsed to state that: (1) the Commission, its directors, officials, officers, employees and agents
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shall be covered as additional insureds with respect to the ownership, operation, maintenance,
use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for
which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as
respects the Commission, its directors, officials, officers, employees and agents, or if excess,
shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying
coverage. Any insurance or self-insurance maintained by the Commission, its directors, officials,
officers, employees and agents shall be excess of the Consultant's insurance and shall not be
called upon to contribute with it in any way.
C. Workers’ Compensation and Employers Liability Coverage. The
insurer shall agree to waive all rights of subrogation against the Commission, its directors,
officials, officers, employees and agents for losses paid under the terms of the insurance policy
which arise from work performed by the Consultant.
D. All Coverages. Each insurance policy required by this Agreement
shall be endorsed to state that: (A) coverage shall not be suspended, voided or canceled except
after thirty (30) days prior written notice by certified mail, return receipt requested, has been
given to the Commission; and (B) any failure to comply with reporting or other provisions of the
policies, including breaches of warranties, shall not affect coverage provided to the Commission,
its directors, officials, officers, employees and agents.
3.20.6 Deductibles and Self-Insurance Retentions. Any deductibles or self-
insured retentions must be declared to and approved by the Commission. If the Commission does
not approve the deductibles or self-insured retentions as presented, Consultant shall guarantee
that, at the option of the Commission, either: (1) the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects the Commission, its directors, officials, officers,
employees and agents; or (2) the Consultant shall procure a bond guaranteeing payment of losses
and related investigation costs, claims and administrative and defense expenses.
3.20.7 Acceptability of Insurers. Insurance is to be placed with insurers with a
current A.M. Best’s rating no less than A: VIII, licensed to do business in California, and
satisfactory to the Commission.
3.20.8 Separation of Insureds; No Special Limitations. All insurance required by
this Section shall contain standard separation of insureds provisions. In addition, such insurance
shall not contain any special limitations on the scope of protection afforded to the Commission,
its directors, officials, officers, employees, and agents.
3.20.9 Verification of Coverage. Consultant shall furnish Commission with
original certificates of insurance and endorsements effecting coverage required by this
Agreement on forms satisfactory to the Commission. The certificates and endorsements for each
insurance policy shall be signed by a person authorized by that insurer to bind coverage on its
behalf. All certificates and endorsements must be received and approved by the Commission
before work commences. The Commission reserves the right to require complete, certified copies
of all required insurance policies, at any time.
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3.20.10Other Insurance. At its option, the Commission may require such
additional coverage(s), limits and/or the reduction of deductibles or retentions it considers
reasonable and prudent based upon risk factors that may directly or indirectly impact the Project.
In retaining this option Commission does not warrant Consultant’s insurance program to be
adequate. Consultant shall have the right to purchase insurance in addition to the insurance
required in this Section.
3.21 Safety. Consultant shall execute and maintain its work so as to avoid injury or
damage to any person or property. In carrying out its Services, the Consultant shall at all times
be in compliance with all applicable local, state and federal laws, rules and regulations, and shall
exercise all necessary precautions for the safety of employees appropriate to the nature of the
work and the conditions under which the work is to be performed. Safety precautions as
applicable shall include, but shall not be limited to: (A) adequate life protection and lifesaving
equipment and procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks,
confined space procedures, trenching and shoring, equipment and other safety devices,
equipment and wearing apparel as are necessary or lawfully required to prevent accidents or
injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety
measures.
3.22 Fees and Payment.
3.22.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates set forth
in Exhibit "C" attached hereto and incorporated herein by reference. Compensation shall be on
the basis of direct costs plus a fixed fee as further set forth in Exhibit “C”. The total
compensation per Task Order shall be set forth in the relevant Task Order, and shall not exceed
said amount without written approval of the Commission’s Executive Director.
3.22.2 Payment of Compensation. Consultant shall submit a monthly itemized
statement which indicates work completed and hours of Services rendered by Consultant. The
statement shall describe the amount of Services and supplies provided since the initial
commencement date, or since the start of the subsequent billing periods, as appropriate, through
the date of the Statement. Charges specific to each Milestone listed in the Schedule of Services
shall be listed separately on an attachment to each statement. Each statement shall be
accompanied by a monthly progress report and spreadsheets showing hours expended for each
task for each month and the total Project to date. Each statement shall include a cover sheet
bearing a certification as to the accuracy of the statement signed by the Consultant's Project
Manager or other authorized officer.
3.22.3 Additional Work. Any work or activities that are in addition to, or
otherwise outside of, the Services to be performed pursuant to this Agreement shall only be
performed pursuant to a separate agreement between the parties. Notwithstanding the foregoing,
the Commission’s Executive Director may make a change to the Agreement, other than a
Cardinal Change. For purposes of this Agreement, a Cardinal Change is a change which is
“outside the scope” of the Agreement; in other words, work which should not be regarded as
having been fairly and reasonably within the contemplation of the parties when the Agreement
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was entered into. An example of a change which is not a Cardinal Change would be where, in a
contract to construct a building there are many changes in the materials used, but the size and
layout of the building remains the same. Cardinal Changes are not within the authority of this
provision to order, and shall be processed by the Commission as “sole source” procurements
according to applicable law, including the requirements of FTA Circular 4220.1D, paragraph
9(f).
A. In addition to the changes authorized above, a modification which
is signed by Consultant and the Commission’s Executive Director, other than a Cardinal Change,
may be made in order to: (1) make a negotiated equitable adjustment to the Agreement price,
delivery schedule and other terms resulting from the issuance of a Change Order, (2) reflect
definitive letter contracts, and (3) reflect other agreements of the parties modifying the terms of
this Agreement (“Bilateral Contract Modification”).
B. Consultant shall not perform, nor be compensated for any change,
without written authorization from the Commission’s Executive Director as set forth herein. In
the event such a change authorization is not issued and signed by the Commission’s Executive
Director, Consultant shall not provide such change.
3.22.4 Reimbursement for Expenses. Consultant shall not be reimbursed for any
expenses unless authorized in writing by the Commission's Representative.
3.23 Prohibited Interests.
3.23.1 Solicitation. Consultant maintains and warrants that it has not employed
nor retained any company or person, other than a bona fide employee working solely for
Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid
nor has it agreed to pay any company or person, other than a bona fide employee working solely
for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. For breach or
violation of this warranty, the Commission shall have the right to rescind this Agreement without
liability.
3.23.2 Conflict of Interest. For the term of this Agreement, no member, officer
or employee of the Commission, during the term of his or her service with the Commission, shall
have any direct interest in this Agreement, or obtain any present or anticipated material benefit
arising therefrom.
3.23.3 Conflict of Employment. Employment by the Consultant of personnel
currently on the payroll of the Commission shall not be permitted in the performance of this
Agreement, even though such employment may occur outside of the employee's regular working
hours or on weekends, holidays or vacation time. Further, the employment by the Consultant of
personnel who have been on the Commission payroll within one year prior to the date o f
execution of this Agreement, where this employment is caused by and or dependent upon the
Consultant securing this or related Agreements with the Commission, is prohibited.
3.23.4 Covenant Against Contingent Fees. As required in connection with
federal funding, the Consultant warrants that he/she has not employed or retained any company
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or person, other than a bona fide employee working for the Consultant, to solicit or secure this
Agreement, and that he/she has not paid or agreed to pay any company or person, other than a
bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other
consideration, contingent upon or resulting from the award or formation of this Agreement. For
breach or violation of this warranty, the Commission shall have the right to terminate this
Agreement without liability pursuant to Section 3.14, or at its discretion to deduct from the
Agreement price or consideration, or otherwise recover, the full amount of such fee, commission,
percentage, brokerage fee, gift, or contingent fee.
3.23.5 Covenant Against Expenditure of Local Agency, State or Federal Funds
for Lobbying. [INCLUDE ONLY IF FEDERAL FUNDING WILL EXCEED $100,000,
OTHERWISE DELETE THIS SECTION 3.23.5 AND EXHIBIT "I" AND INSERT
RESERVED] The Consultant certifies that to the best of his/ her knowledge and belief no state,
federal or local agency appropriated funds have been paid, or will be paid by or on behalf of the
Consultant to any person for the purpose of influencing or attempting to influence an officer or
employee of any state or federal agency; a Member of the State Legislature or United States
Congress; an officer or employee of the Legislature or Congress; or any employee of a Member
of the Legislature or Congress, in connection with the award of any state or federal contract,
grant, loan, or cooperative agreement, or the extension, continuation, renewal, amendment, or
modification of any state or federal contract, grant, loan, or cooperative agreement.
A. If any funds other than federal appropriated funds have been
paid, or will be paid to any person for the purpose of influencing or attempting to influence an
officer or employee of any federal agency; a Member of Congress; an officer or employee of
Congress, or an employee of a Member of Congress; in connection with this Agreement,
the Consultant shall complete and submit the attached Exhibit "I", Standard Form-LLL,
“Disclosure Form to Report Lobbying,” in accordance with the attached instructions.
B. The Consultant's certification provided in this section is a
material representation of fact upon which reliance was placed when this Agreement was entered
into, and is a prerequisite for entering into this Agreement pursuant to Section 1352, Title 31,
US. Code. Failure to comply with the restrictions on expenditures, or the disclosure and
certification requirements set forth in Section 1352, Title 31, US. Code may result in a civil
penalty of not less than $10,000 and not more than $100,000 for each such failure.
C. The Consultant also agrees by signing this Agreement that he/she
shall require that the language set forth in this Section 3.23.5 be included in all Consultant
subcontracts which exceed $100,000, and that all such subcontractors shall certify and disclose
accordingly.
3.24 Accounting Records. Consultant shall maintain complete and accurate records
with respect to all costs and expenses incurred and fees charged under this Agreement. As
required in connection with federal funding, the Federal Acquisition Regulations in Title 48,
CFR 31 shall be the governing factors regarding allowable elements of cost. All such records
shall be clearly identifiable. Consultant shall allow a representative of the Commission, the State,
the State Auditor, or any duly authorized representative of the Federal government having
jurisdiction under Federal laws or regulations (including the basis of Federal funding in whole or
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in part) during normal business hours to examine, audit, and make transcripts or copies of any
and all ledgers and books of account, invoices, vouchers, canceled checks, and any other records
or documents created pursuant to this Agreement. All such information shall be retained by
Consultant for at least three (3) years following termination of this Agreement. Following final
settlement of the contract accounts with the United States Department of Transportation under
this Agreement, such records and documents may be microfilmed at the option of the
Commission, but in any event shall be retained for said three (3) year period after processing of
the final voucher by the United States Department of Transportation.
A. The Consultant also agrees to comply with Federal procedures in
accordance with 49 CFR, Part 18, Uniform Administrative Requirements for Grants and
Cooperative Agreements to State and Local Governments.
B. Any costs for which payment has been made to the Consultant that
are determined by subsequent audit to be unallowable under 48 CFR, Federal Acquisition
Regulations System, Chapter 1, Part 31 et seq. or under 49 CFR, Part 18, Uniform
Administrative Requirements for Grants and Cooperative Agreements to State and Local
Governments, are subject to repayment by the Consultant to the Commission.
3.25 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, ancestry, sex or age.
Such non-discrimination shall include, but not be limited to, all activities related to initial
employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or
termination.
3.26 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.
3.27 Right to Employ Other Consultants. Commission reserves the right to employ
other consultants in connection with the Project.
3.28 Governing Law. This Agreement shall be governed by and construed with the
laws of the State of California. Venue shall be in Riverside County.
3.29 Attorneys' Fees. If either party commences an action against the other party,
either legal, administrative or otherwise, arising out of or in connection with this Agreement, the
prevailing party in such litigation shall be entitled to have and recover from the losing party
reasonable attorneys' fees and, all other costs of such actions.
3.30 Time of Essence. Time is of the essence for each and every provision of this
Agreement.
3.31 Headings. Article and Section Headings, paragraph captions or marginal
headings contained in this Agreement are for convenience only and shall have no effect in the
construction or interpretation of any provision herein.
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3.32 Notices. All notices permitted or required under this Agreement shall be given to
the respective parties at the following address, or at such other address as the respective parties
may provide in writing for this purpose:
CONSULTANT: COMMISSION:
_____________________________
_____________________________
_____________________________
Attn: ________________________
Riverside County Transportation Commission
4080 Lemon Street, 3rd Floor
Riverside, CA 92501
Attn: Executive Director
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48)
hours after deposit in the U.S. mail, first class postage prepaid, and addressed to the party at its
applicable address. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
3.33 Conflicting Provisions. In the event that provisions of any attached exhibits
conflict in any way with the provisions set forth in this Agreement, the language, terms and
conditions contained in this Agreement shall control the actions and obligations of the Parties
and the interpretation of the Parties' understanding concerning the performance of the Services.
3.34 Amendment or Modification. No supplement, modification, or amendment of this
Agreement shall be binding unless executed in writing and signed by both Parties.
3.35 Entire Agreement. This Agreement contains the entire agreement of the Parties
relating to the subject matter hereof and supersedes all prior negotiations, agreements or
understandings.
3.36 Invalidity; Severability. If any portion of this Agreement is declared invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions
shall continue in full force and effect.
3.37 Provisions Applicable When Federal Department of Transportation Funds Are
Involved. When funding for the Services provided by this Agreement are provided, in whole or
in part, from the United States Department of Transportation, Consultant shall also fully and
adequately comply with all applicable federal requirements including, as applicable and without
limitation, the provisions included in Exhibits “D” and “E” (Federal Department of
Transportation Requirements and California Department of Transportation (Caltrans) DBE
program requirements, and the Federal Transit Administration Requirements) and shall
complete, as applicable, the forms included in Exhibits “G”, “H”, “I” and “J”.
3.38 Additional State Law Provisions.
3.38.1 Prevailing Wages. By its execution of this Agreement, Consultant
certifies that it is aware of the requirements of California Labor Code Sections 1720 et seq. and
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Attachment B Attachment B-18
17336.02100\7915663.5
1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq.
(“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the
performance of other requirements on certain “public works” and “maintenance” projects. If the
Services are being performed as part of an applicable “public works” or “maintenance” project,
as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more,
Consultant agrees to fully comply with such Prevailing Wage Laws. Copies of the prevailing rate
of per diem wages are on file at the Commission’s offices. Consultant shall make copies of the
prevailing rates of per diem wages for each craft, classification or type of worker needed to
execute the Services available to interested parties upon request, and shall post copies at the
Consultant’s principal place of business and at the project site. Consultant shall defend,
indemnify and hold the Commission, its elected officials, officers, employees and agents free and
harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or
alleged failure to comply with the Prevailing Wage Laws.
3.38.2 Eight-Hour Law. Pursuant to the provisions of the California Labor Code,
eight hours of labor shall constitute a legal day’s work, and the time of service of any worker
employed on the work shall be limited and restricted to eight hours during any one calendar day,
and forty hours in any one calendar week, except when payment for overtime is made at not less
than one and one-half the basic rate for all hours worked in excess of eight hours per day
(“Eight-Hour Law”), unless Consultant or the Services are not subject to the Eight-Hour Law.
Consultant shall forfeit to Commission as a penalty, $50.00 for each worker employed in the
execution of this Agreement by him, or by any sub-consultant under him, for each calendar day
during which such workman is required or permitted to work more than eight hours in any
calendar day and forty hours in any one calendar week without such compensation for overtime
violation of the provisions of the California Labor Code, unless Consultant or the Services are
not subject to the Eight-Hour Law.
3.38.3 Employment of Apprentices. This Agreement shall not prevent the
employment of properly indentured apprentices in accordance with the California Labor Code,
and no employer or labor union shall refuse to accept otherwise qualified employees as
indentured apprentices on the work performed hereunder solely on the ground of race, creed,
national origin, ancestry, color or sex. Every qualified apprentice shall be paid the standard wage
paid to apprentices under the regulations of the craft or trade in which he or she is employed and
shall be employed only in the craft or trade to which he or she is registered. If California Labor
Code Section 1777.5 applies to the Services, Consultant and any subcontractor hereunder who
employs workers in any apprenticeable craft or trade shall apply to the joint apprenticeship
council administering applicable standards for a certificate approving Consultant or any sub-
consultant for the employment and training of apprentices. Upon issuance of this certificate,
Consultant and any sub-consultant shall employ the number of apprentices provided for therein,
as well as contribute to the fund to administer the apprenticeship program in each craft or trade
in the area of the work hereunder. The parties expressly understand that the responsibility for
compliance with provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the
California Labor Code in regard to all apprenticeable occupations lies with Consultant
3.39 No Waiver. Failure of Commission to insist on any one occasion upon strict
compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver
of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or
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Attachment B Attachment B-19
17336.02100\7915663.5
powers hereunder at any one time or more times be deemed a waiver or relinquishment of such
other right or power at any other time or times.
3.40 Survival. All rights and obligations hereunder that by their nature are to continue
after any expiration or termination of this Agreement, including, but not limited to, the
indemnification and confidentiality obligations, shall survive any such expiration or termination.
3.41 No Third Party Beneficiaries. There are no intended third party beneficiaries of
any right or obligation assumed by the Parties.
3.42 Labor Certification. By its signature hereunder, Consultant certifies that it is
aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be insured against liability for Workers’ Compensation or to undertake self-
insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.43 Counterparts. This Agreement may be signed in counterparts, each of which shall
constitute an original.
3.44 Subpoenas or Court Orders. Should Consultant receive a subpoena or court order
related to this Agreement, the Services or the Project, Consultant shall immediately provide
written notice of the subpoena or court order to the Commission. Consultant shall not respond to
any such subpoena or court order until notice to the Commission is provided as required herein,
and shall cooperate with the Commission in responding to the subpoena or court order.
3.45 Incorporation of Recitals. The recitals set forth above are true and correct and are
incorporated into this Agreement as though fully set forth herein.
[Signatures on following page]
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Attachment B Attachment B-20
17336.02100\7915663.5
SIGNATURE PAGE TO
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
AGREEMENT FOR ON-CALL ENVIRONMENTAL CONSULTING SERVICES
WITH [CONSULTANT]
IN WITNESS WHEREOF, this Agreement was executed on the date first written above.
RIVERSIDE COUNTY TRANSPORTATION
COMMISSION
By: ____________________________
[INSERT NAME], Chair
[INSERT CONSULTANT]
By: ____________________________
____________________________
Name
____________________________
Title
Approved as to Form:
By: ____________________________
Best Best & Krieger
General Counsel
ATTEST:
By: ____________________________
Its: Secretary
71
Exhibit A-1
17336.02100\7915663.5
MODEL AGREEMENT - EXHIBIT "A"
SCOPE OF SERVICES
[INSERT]
72
Exhibit B
17336.02100\7915663.5
MODEL AGREEMENT - EXHIBIT "B"
SCHEDULE OF SERVICES
[INSERT]
73
Exhibit C-1
17336.02100\7915663.5
MODEL AGREEMENT - EXHIBIT "C"
COMPENSATION AND PAYMENT
For the satisfactory performance and completion of the Services under this Agreement, the
Commission will pay the Consultant compensation as set forth herein.
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.
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:
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.)
MULTIPLIER
The Multiplier to be applied to the Direct Salary Costs to determine the Direct Labor Costs is
determined as follows:
Direct Salary Costs (DS) 1.0
Direct Salary Costs are the base salaries and wages actually paid to the Consultant’s personnel
directly engaged in the performance of the Services described in the Agreement. (The range of
hourly rates paid to the Consultant’s personnel appears in Section 2, below.)
Payroll Additives (PA) ___
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. (This entry is the
decimal ratio of Payroll Additives to Direct Salary Costs.)
Overhead Costs (OC) ___
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
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Exhibit C-2
17336.02100\7915663.5
the Federal Acquisitions Regulations, Part 31.2. (This entry is the decimal ratio of allowable
Overhead Costs to Direct Salary costs.)
Total Multiplier
This is the sum of the Direct Salary Costs, the Payroll Additive Costs, and the Overhead Costs
Direct Labor Cost = DS+PA+OC
FIXED FEE.
A Fixed Fee may be set forth in each Task Order to be paid to Consultant for Consultant’s
complete and satisfactory performance of the Services set forth in such Task Order. In such case,
Commission shall pay the Fixed Fee in monthly installments based upon the percentage of the
Services completed at the end of each billing period, as determined in the sole discretion of the
Commission’s Representative, or his or her designee. Consultant shall not be entitled to and shall
forfeit any portion of the Fixed Fee not earned as provided herein.
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:
(SAMPLE)
ITEM REIMBURSEMENT RATE
Per Diem Actual Cost
Car mileage Current IRS Rate
Support Vehicle Actual Cost
Rental Car Actual Cost
Travel Actual Cost
Photocopies (Black & White) $/copy
Photocopies (Color) $/copy
Photographs/ other reprographic Services Actual Cost
Postage/Shipping Actual Cost
Courier Service Actual Cost
Other Rentals, supplies, purchases 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.
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Exhibit C-3
17336.02100\7915663.5
DIRECT SALARY RATES
Direct Salary Rates, which are the range of hourly rates to be used in determining Direct Salary
Costs are given below and are subject to the following:
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.
Direct Salary Rates shown herein are in effect for one year following the effective date of the
Agreement. Thereafter, they may be adjusted by __% 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.
(SAMPLE)
POSITION OR CLASSIFICATION RANGE OF HOURLY RATES
Principal $/hour
Project Manager $/hour
Sr. Engineer/Planner $/hour
Project Engineer/Planner $/hour
Assoc. Engineer/Planner $/hour
Technician $/hour
Drafter/CADD Operator $/hour
Word Processor $/hour
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.
INVOICING.
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 Construction Manager.
Charges shall be billed in accordance with the terms and rates included herein, unless otherwise
agreed in writing by the Commission's Representative.
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Exhibit C-4
17336.02100\7915663.5
Base Work and Extra Work shall be charged separately, and the charges for each task 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.
A charge of $500 or more for any one item of Additional Direct Costs shall be accompanied by
substantiating documentation satisfactory to the Commission such as invoices, telephone logs,
etc.
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.
Each invoice shall indicate payments to DBE subconsultants or supplies by dollar amount and as
a percentage of the total invoice.
Each invoice shall include a certification signed by the Consultant's Representative or an officer
of the firm which reads as follows:
I hereby certify that the hours and salary rates charged in this invoice are the actual hours and
rates worked and paid to the employees listed.
Signed _____________________________
Title _____________________________
Date _____________________________
Invoice No. _____________________________
PAYMENT
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.
The final payment for Services under this Agreement will be made only after the Consultant has
executed a Release and Certificate of Final Payment.
LIST OF APPROVED SUBCONSULTANTS AND RATES
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Exhibit D-1
17336.02100\7915663.5
MODEL AGREEMENT - EXHIBIT "D"
FEDERAL DEPARTMENT OF TRANSPORTATION
FHWA AND CALTRANS REQUIREMENTS
Notwithstanding anything to the contrary contained in the Agreement, including the other
Exhibits attached thereto, the following provisions shall apply if funding for the Services is
provided, in whole or in part, from the United States Department of Transportation:
1. DISCRIMINATION
The Commission shall not discriminate on the basis of race, color, national origin, or sex in the
award and performance of any DOT-assisted contract or in the implementation of the Caltrans
DBE program or the requirements of 49 CFR Part 26. The Commission shall take all necessary
and reasonable steps under 49 CFR Part 26 to ensure nondiscrimination in the award and
administration of DOT-assisted contracts.
Consultant or subcontractor shall not discriminate on the basis of race, color, national origin, of
sex in the performance of this contract. Consultant or subcontractor shall carry out applicable
requirements of 49 CFR Part 26 and the Caltrans DBE program in the award and administration
of DOT-assisted contracts, as further set forth below. Failure by the Consultant or subcontractor
to carry out these requirements is a material breach of this contract, which may result in the
termination of this contract or such other remedy, as the Commission deems appropriate.
2. PROMPT PAYMENT
Consultant agrees to pay each subcontractor under this prime contract for satisfactory
performance of its contract no later than 10 days from the receipt of each payment the prime
contractor receives from the Commission. Any delay or postponement of payment from the
above referenced time frame may occur only for good cause following written approval of the
Commission. This clause applies to both DBE and non-DBE subcontractors.
3. RELEASE OF RETAINAGE
The Commission shall hold retainage from the prime contractor and shall make prompt and
regular incremental acceptances of portions, as determined by the Commission of the contract
work and pay retainage to prime contractors based on these acceptances. The prime contractor
or subcontractor shall return all monies withheld in retention from a lower tiered subcontractor
within 30 days after receiving payment for work satisfactorily completed and accepted including
incremental acceptances of portions of the contract work by the Commission. Federal
regulations (49 CFR 26.29) require that any delay or postponement of payment over 30 days may
take place only for good cause and with the Commission’s prior written approval. Any violation
of this provision shall subject the violating prime contractor or subcontractor to the penalties,
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Exhibit D-2
17336.02100\7915663.5
sanctions, and other remedies specified in Section 7108.5 of the California Business and
Professions Code. These requirements shall not be construed to limit or impair any contractual,
administrative, or judicial remedies otherwise available to the prime contractor or subcontractor
in the event of a dispute involving late payment or nonpayment by the prime contractor, deficient
subcontract performance, or noncompliance by a subcontractor. This provision applies to both
DBE and non-DBE prime contractors and subcontractors.
4. LEGAL REMEDIES
In addition to those contract remedies set forth under relevant provisions of California law, either
party to this Agreement may, where applicable, seek legal redress for violations of this
Agreement pursuant to the relevant provisions of 49 C.F.R. Parts 23 and 26, to the relevant
federal or state statutory provisions governing civil rights violations, and to the relevant federal
and state provisions governing false claims or “whistleblower” actions, as well as any and all
other applicable federal and state provisions of law.
The Consultant shall include a provision to this effect in each of its agreements with its
subcontractors.
5. DBE PARTICIPATION.
Caltrans has developed a revised statewide DBE program pursuant to 49 C.F.R. Part 26. The
requirements and procedures, as applicable, of the Caltrans DBE program are hereby
incorporated by reference into this Agreement. Even if no DBE participation will be reported,
Consultant shall complete Exhibits "G" and "H" of this Agreement in compliance with the
Caltrans DBE program. Consultants who obtain DBE participation on this contract will assist
Caltrans in meeting its federally mandated statewide overall DBE goal. Consultant shall be
responsible for meeting the DBE requirements set forth in the Caltrans DBE program, and any
revisions thereto, or as may be promulgated by the Commission as set forth in each Task Order
assigned to Consultant.
A. This Agreement is subject to Title 49, Part 26 of the Code of Federal Regulations entitled
“Participation by Disadvantaged Business Enterprises in Department of Transportation Financial
Assistance Programs.” Bidders who obtain DBE participation on this contract will assist
Caltrans in meeting its federally mandated statewide overall DBE goal.
B. DBE and other small businesses (SB), as defined in Title 49 CFR, Part 26 are encouraged
to participate in the performance of agreements financed in whole or in part with federal funds.
The Consultant, subrecipient or subconsultant shall not discriminate on the basis of race, color,
national origin, or sex in the performance of this Agreement. The Consultant shall carry out
applicable requirements of 49 CFR, Part 26 in the award and administration of US DOT- assisted
agreements. Failure by the contractor to carry out these requirements is a material breach of this
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Exhibit D-3
17336.02100\7915663.5
Agreement, which may result in the termination of this Agreement or such other remedy as the
Commission, Caltrans or the Department of Transportation deems appropriate.
C. Any subcontract entered into as a result of this Agreement shall contain all of the
provisions of this section.
6. DBE PARTICIPATION GENERAL INFORMATION.
It is Consultant's responsibility to be fully informed regarding the requirements of 49 CFR, Part
26, and the Caltrans DBE program. Particular attention is directed to the following:
A. A DBE must be a small business firm defined pursuant to 13 CFR 121 and be certified
through the California Unified Certification Program (CUCP).
B. A certified DBE may participate as a prime contractor, subcontractor, joint venture
partner, as a vendor of material or supplies, or as a trucking company.
C. A DBE joint-venture partner must be responsible for specific contract items of work or
clearly defined portions thereof. Responsibility means actually performing, managing and
supervising the work with its own forces. The DBE joint venture partner must share in the capital
contribution, control, management, risks and profits of the joint-venture commensurate with its
ownership interest.
D. A DBE must perform a commercially useful function, pursuant to 49 CFR 26.55 that is,
must be responsible for the execution of a distinct element of the work and must carry out its
responsibility by actually performing, managing and supervising the work, as more fully
described in section 8 below.
E. The Consultant shall list only one subcontractor for each portion of work as defined in
the Consultant's bid/proposal and all DBE subcontractors should be listed in the Consultant's
bid/cost proposal list of subcontractors.
F. A Consultant who is a certified DBE is eligible to claim all of the work in the Agreement
toward the DBE participation except that portion of the work to be performed by non-DBE
subcontractors.
7 . COMMERCIALLY USEFUL FUNCTION.
A. A DBE performs a commercially useful function when it is responsible for execution of
the work of the Agreement and is carrying out its responsibilities by actually performing,
managing, and supervising the work involved. To perform a commercially useful function, the
DBE must also be responsible with respect to materials and supplies used on the Agreement, for
negotiating price, determining quality and quantity, ordering the material, and installing (where
applicable) and paying for the material itself. To determine whether a DBE is performing a
commercially useful function, evaluate the amount of work subcontracted, industry practices;
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Exhibit D-4
17336.02100\7915663.5
whether the amount the firm is to be paid under the Agreement is commensurate with the work it
is actually performing, and other relevant factors.
B. A DBE does not perform a commercially useful function if its role is limited to that of an
extra participant in a transaction, Agreement, or project through which funds are passed in order
to obtain the appearance of DBE participation. In determining whether a DBE is such an extra
participant, examine similar transactions, particularly those in which DBEs do not participate.
C. If a DBE does not perform or exercise responsibility for at least thirty percent of the total
cost of its Agreement with its own work force, or the DBE subcontracts a greater portion of the
work of the Agreement than would be expected on the basis of normal industry practice for the
type of work involved, it will be presumed that it is not performing a commercially useful
function.
8. DBE CERTIFICATION AND DE-CERTIFICATION STATUS.
If a DBE subcontractor is decertified during the life of the Agreement, the decertified
subcontractor shall notify the Contractor in writing with the date of de-certification. If a
subcontractor becomes a certified DBE during the life of the Agreement, the subcontractor shall
notify the Contractor in writing with the date of certification. Any changes should be reported to
the Commission's Representative within 30 days.
9. DBE RECORDS.
A. The Contractor shall maintain records of materials purchased and/or supplied from all
subcontracts entered into with certified DBEs. The records shall show the name and business
address of each DBE or vendor and the total dollar amount actually paid each DBE or vendor,
regardless of tier. The records shall show the date of payment and the total dollar figure paid to
all firms. DBE prime Contractors shall also show the date of work performed by their own forces
along with the corresponding dollar value of the work.
B. Upon completion of the Agreement, a summary of these records shall be prepared and
submitted on the most current version of the form entitled, “Final Report-Utilization of
Disadvantaged Business Enterprises (DBE),” CEM- 2402F (Exhibit 17-F in Chapter 17 of the
LAPM), certified correct by the Contractor or the Contractor’s authorized representative and
shall be furnished to the Commission's Representative with the final invoice. Failure to provide
the summary of DBE payments with the final invoice will result in twenty-five percent (25%) of
the dollar value of the invoice being withheld from payment until the form is submitted. The
amount will be returned to the Contractor when a satisfactory “Final Report Utilization of
Disadvantaged Business Enterprises (DBE)” is submitted to the Commission's Representative.
C. Prior to the fifteenth of each month, the Contractor shall submit documentation to the
Commission's Representative showing the amount paid to DBE trucking companies. The
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Exhibit D-5
17336.02100\7915663.5
Contractor shall also obtain and submit documentation to the Commission's Representative
showing the amount paid by DBE trucking companies to all firms, including owner-operators,
for the leasing of trucks. If the DBE leases trucks from a non-DBE, the Contractor may count
only the fee or commission the DBE receives as a result of the lease arrangement.
D. The Contractor shall also submit to the Commission's Representative documentation
showing the truck number, name of owner, California Highway Patrol CA number, and if
applicable, the DBE certification number of the truck owner for all trucks used during that
month. This documentation shall be submitted on the Caltrans ”Monthly DBE Trucking
Verification,” CEM-2404(F) form provided to the Contractor by the Commission's
Representative.
10. REPORTING MATERIAL OR SUPPLIES PURCHASED FROM DBEs.
When Reporting DBE Participation, Material or Supplies purchased from DBEs may count as
follows:
A. If the materials or supplies are obtained from a DBE manufacturer, 100 % of the cost of
the materials or supplies will count toward the DBE participation. A DBE manufacturer is a firm
that operates or maintains a factory or establishment that produces on the premises, the materials,
supplies, articles, or equipment required under the Agreement and of the general character
described by the specifications.
B. If the materials or supplies purchased from a DBE regular dealer, count 60 % of the cost
of the materials or supplies toward DBE goals. A DBE regular dealer is a firm that owns,
operates or maintains a store, warehouse, or other establishment in which the materials, supplies,
articles or equipment of the general character described by the specifications and required under
the Agreement, are bought, kept in stock, and regularly sold or leased to the public in the usual
course of business. To be a DBE regular dealer, the firm must be an established, regular business
that engages, as its principal business and under its own name, in the purchase and sale or lease
of the products in question. A person may be a DBE regular dealer in such bulk items as
petroleum products, steel, cement, gravel, stone or asphalt without owning, operating or
maintaining a place of business provided in this section.
C. If the person both owns and operates distribution equipment for the products, any
supplementing of regular dealers’ own distribution equipment, shall be by a long-term lease
agreement and not an ad hoc or Agreement-by-Agreement basis. Packagers, brokers,
manufacturers’ representatives, or other persons who arrange or expedite transactions are not
DBE regular dealers within the meaning of this section.
D. Materials or supplies purchased from a DBE, which is neither a manufacturer nor a
regular dealer, will be limited to the entire amount of fees or commissions charged for assistance
in the procurement of the materials and supplies, or fees or transportation charges for the
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Exhibit D-6
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delivery of materials or supplies required on the job site, provided the fees are reasonable and not
excessive as compared with fees charged for similar services.
11. REPORTING PARTICIPATION OF DBE TRUCKING COMPANIES.
When Reporting DBE Participation, Participation of DBE trucking companies may count as
follows:
A. The DBE must be responsible for the management and supervision of the entire trucking
operation for which it is responsible.
B. The DBE must itself own and operate at least one fully licensed, insure, and operational
truck used on the Agreement.
C. The DBE receives credit for the total value of the transportation services it provides on
the Agreement using trucks it owns, insures, and operates using drivers it employs.
D. The DBE may lease trucks from another DBE firm including an owner-operator who is
certified as a DBE. The DBE who leases trucks from another DBE receives credit for the total
value of the transportation services the lessee DBE provides on the Agreement.
E. The DBE may also lease trucks from a non-DBE firm, including an owner-operator. The
DBE who leases trucks from a non-DBE is entitled to credit only for the fee or commission it
receives as a result of the lease arrangement. The DBE does not receive credit for the total value
of the transportation services provided by the lessee, since these services are not provided by the
DBE.
F. For the purposes of this section, a lease must indicate that the DBE has exclusive use and
control over the truck. This does not preclude the leased truck from working for others during the
term of the lease with the consent of the DBE, as long as the lease gives the DBE absolute
priority for use of the leased truck. Leased trucks must display the name and identification
number of the DBE.
12. Debarment, Suspension and other Ineligibility and Voluntary Exclusion.
In accordance with 49 CFR Part 29, which by this reference is incorporated herein, Consultant’s
subconsultants completed and submitted the Certificate of Sub Consultant Regarding Debarment,
Suspension and Other Ineligibility and Voluntary Exclusion as part of the Consultant’s proposal.
If it is later determined that Consultant’s subconsultants knowingly rendered an erroneous
Certificate, the Commission may, among other remedies, terminate this Agreement.
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Exhibit E-1
17336.02100\7915663.5
MODEL AGREEMENT - EXHIBIT "E"
FEDERAL TRANSIT ADMINISTRATION REQUIREMENTS
Notwithstanding anything to the contrary contained in the Agreement, including the other
Exhibits attached thereto, the following provisions shall apply if funding for the Services is
provided, in whole or in part, from the Federal Transit Administration (“FTA”). In addition, the
exhibits attached to this Agreement, may be replaced and substituted with similar forms required
by FTA. Consultant agrees to complete any such substitute forms.
1. NO FEDERAL GOVERNMENT OBLIGATIONS TO THIRD-PARTIES
BY USE OF A DISCLAIMER
(Master Agreement1 §2.f)
(1) The Commission and Consultant acknowledge and agree that, notwithstanding any
concurrence by the Federal Government in or approval of the solicitation or award of the
underlying contract, absent the express written consent by the Federal Government
(“Government”), the Federal Government is not a party to this contract and shall not be subject
to any obligations or liabilities to the Commission, Consultant, or any other party (whether or not
a party to that contract) pertaining to any matter resulting from the underlying contract.
(2) The Consultant agrees to include the above clause in each subcontract financed in whole or in
part with Federal assistance provided by FTA. It is further agreed that the clause shall not be
modified, except to identify the subconsultant who will be subject to its provisions.
2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS
AND RELATED ACTS
(Master Agreement §3.f)
(1) The Consultant acknowledges that the provisions of the Program Fraud Civil Remedies Act
of 1986, as amended, 31 U.S.C. §§ 3801 et seq. and U.S. DOT regulations, “Program Fraud Civil
Remedies,” 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of
the underlying contract, the Consultant certifies or affirms the truthfulness and accuracy of any
statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying
contract or the FTA assisted project for which this contract work is being performed. In addition
to other penalties that may be applicable, the Consultant further acknowledges that if it makes, or
causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification,
the Federal Government reserves the right to impose the penalties of the Program Fraud Civil
1 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL TRANSIT ADMINISTRATION
MASTER AGREEMENT For Federal Transit Administration Agreements authorized by 49 U.S.C. chapter 53, Title 23, U.S.C.
(Highways), Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users, the National Capital
Transportation Act of 1969, as amended, the Transportation Equity Act for the 21st Century, as amended, 23 U.S.C. § 101 note,
or other Federal enabling legislation; FTA MA(14); October 1, 2007; [http://www.fta.dot.gov/documents/14-Master.pdf].
84
Exhibit E-2
17336.02100\7915663.5
Remedies Act of 1986 on the Consultant to the extent the Federal Government deems
appropriate.
(2) The Consultant also acknowledges that if it makes, or causes to be made, a false, fictitious, or
fraudulent claim, statement, submission, certification, assurance, or representation to the Federal
Government under a contract connected with a project that is financed in whole or in part with
Federal assistance originally awarded by FTA under the authority of 49 U.S.C. chapter 53 or any
other Federal law, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001
and 49 U.S.C. § 5323(l) on the Consultant, to the extent the Federal Government deems
appropriate.
(3) The Consultant agrees to include the above two clauses in each subcontract financed in whole
or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not
be modified, except to identify the subconsultant who will be subject to the provisions.
3. ACCESS TO RECORDS
(Master Agreement §§ 8.c, d, 15.t)
(1) The Consultant agrees to provide the Commission, the FTA Administrator, the U.S. Secretary
of Transportation, the Comptroller General of the United States or any of their authorized
representatives access to all Project work, materials, payrolls, and other data of the Consultant
which are directly pertinent to this contract as required by 49 U.S.C. § 5325(g).
(2) The Consultant agrees to permit any of the foregoing parties to reproduce by any means
whatsoever or to copy excerpts and transcriptions as reasonably needed.
(3) The Consultant agrees to maintain all books, records, accounts and reports required under this
contract for a period of not less than three years after the date of transmission of the final
expenditure report, except in the event of litigation or settlement of claims arising from the
performance of this contract, in which case Consultant agrees to maintain same until the
Commission, the FTA Administrator, the Comptroller General, or any of their duly authorized
representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto.
Reference 49 CFR 18.39(i)(11).
(4) The Consultant agrees to require its subcontractors and third party contractors to provide the
same.
4. FEDERAL CHANGES
(Master Agreement §2.c(1))
Consultant shall at all times comply with all applicable FTA regulations, policies, procedures
and directives, including without limitation those listed directly or by reference in the Grant
Agreement or Cooperative Agreement between the Commission and the Federal Government
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Exhibit E-3
17336.02100\7915663.5
(“Grant Agreement or Cooperative Agreement”), as they may be amended or promulgated from
time to time during the term of this contract. Consultant’s failure to so comply shall constitute a
material breach of this contract.
5. CIVIL RIGHTS REQUIREMENTS
(Master Agreement §12)
(1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act of 1964, as amended,
42 U.S.C. §§ 2000d et seq., U.S. DOT regulations, “Nondiscrimination in Federally-Assisted
Programs of the Department of Transportation – Effectuation of Title VI of the Civil Rights
Act,” 49 C.F.R. Part 21, FTA Circular 4702.1A, “Title VI and Title VI – Dependent Guidelines
for Federal Transit Administration Recipients,” May 13, 2007, Federal transit law at 49 U.S.C. §
5332, the Consultant agrees that it will not discriminate against any employee or applicant for
employment because of race, color, creed, national origin, sex, age, or disability. In addition, the
Consultant agrees to comply with applicable Federal implementing regulations and other
implementing requirements FTA may issue.
(2) Equal Employment Opportunity - The following equal employment opportunity requirements
apply to the underlying contract:
(a) Race, Color, Creed, National Origin, Sex – The Consultant agrees to comply with Title VII of
the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and equal employment opportunity
provisions of 49 U.S.C. § 5332, and all applicable equal employment opportunity requirements
of U.S. Department of Labor (U.S. DOL) regulations, “Office of Federal Contract Compliance
Programs, Equal Employment Opportunity, Department of Labor,” 41 C.F.R. Parts 60 et seq.,
(which implement Executive Order No. 11246, “Equal Employment Opportunity,” as amended
by Executive Order No. 11375, “Amending Executive Order 11246 Relating to Equal
Employment Opportunity,” 42 U.S.C. § 2000e note), and with any applicable Federal statutes,
executive orders, regulations, and Federal policies that may in the future affect construction
activities undertaken in the course of the Project. The Consultant agrees to take affirmative
action to ensure that applicants are employed, and that employees are treated during
employment, without regard to their race, color, creed, national origin, sex, or age. Such action
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. In addition, the Consultant
agrees to comply with any implementing requirements FTA may issue.
(3) Age - In accordance with the Age Discrimination in Employment Act, as amended, 29 U.S.C.
§§ 621 through 634 and Federal transit law at 49 U.S.C. § 5332, the Consultant agrees to refrain
from discrimination against present and prospective employees for reason of age. In addition, the
Consultant agrees to comply with any implementing requirements FTA may issue.
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Exhibit E-4
17336.02100\7915663.5
(4) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as
amended, 42 U.S.C. § 12112, the Consultant agrees that it will comply with the requirements of
U.S. Equal Employment Opportunity Commission, “Regulations to Implement the Equal
Employment Provisions of the Americans with Disabilities Act,” 29 C.F.R. Part 1630, pertaining
to employment of persons with disabilities. In addition, the Consultant agrees to comply with any
implementing requirements FTA may issue.
(5) DBE Program Compliance - The Commission has established a DBE Program pursuant to
49 C.F.R. Part 26, which applies to FTA funded agreements. The requirements and procedures
of the Commission’s DBE Program are hereby incorporated by reference into this Agreement.
Consultant shall complete Exhibits "G” and "H" of this Agreement, or similar forms to b e
provided by the Commission, in compliance with the Commission's DBE Program for FTA
funded agreements. Failure by Consultant or its subcontractor(s) to carry out the Commission’s
DBE Program procedures and requirements, or the applicable requirements of 49 C.F.R. Part 26,
section 1101(b) of SAFETEA-LU, 23 U.S.C. § 101 note, and U.S. DOT regulations,
“Participation by Disadvantaged Business Enterprises in Department of Transportation Financial
Assistance Programs,” 49 C.F.R. Part 26, shall be considered a material breach of this
Agreement. Such a material breach may be grounds for termination of this Agreement or such
other appropriate administrative remedy as the Commission deems appropriate. The Consultant
shall ensure that a provision mandating compliance with the Commission’s DBE Program for
FTA funded agreements is included in any and all sub-agreements entered into which arise out of
or are related to this Agreement. Consultant shall also promptly provide the Commission with
all necessary information related to the DBE status of its subcontractors. Should the DBE status
of any of its subcontractors change in any way, Consultant shall promptly inform the
Commission of this change.
(6) The Consultant also agrees to include these requirements in each subcontract financed in
whole or in part with Federal assistance provided by FTA, modified only if necessary to identify
the affected parties.
6. TERMINATION PROVISIONS
(Master Agreement §11)
The termination provisions found at Section 3.14 of this Agreement are consistent with the
termination provisions suggested by FTA for the protection of the Federal Government. The
termination provisions found at Section 3.14 of this Agreement control termination under this
Agreement.
7. DEBARMENT AND SUSPENSION
(Master Agreement §3.b)
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Exhibit E-5
17336.02100\7915663.5
Instructions for Certification
1. By signing and submitting a Proposal, the Consultant is providing the signed certification set
out below.
2. The certification in this clause is a material representation of fact upon which reliance was
placed when this transaction was entered into. If it is later determined that the Consultant
knowingly rendered an erroneous certification, in addition to other remedies available to the
Federal Government, Commission may pursue available remedies, including suspension and/or
debarment.
3. The Consultant shall provide immediate written notice to Commission if at any time the
Consultant learns that its certification was erroneous when submitted or has become erroneous
by reason of changed circumstances.
4. The terms “covered transaction,” “debarred,” “suspended,” “ineligible,” “lower tier covered
transaction,” “participant,” “persons,” “lower tier covered transaction,” “principal,” “proposal,”
and “voluntarily excluded,” as used in this clause, have the meanings set out in the Definitions
and Coverage sections of rules implementing Executive Order 12549 [49 CFR Part 29]. You
may contact Commission for assistance in obtaining a copy of those regulations.
5. The Consultant agrees by submitting a Proposal that, should the proposed covered transaction
be entered into, it shall not knowingly enter into any lower tier covered transaction with a person
who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in
this covered transaction, unless authorized in writing by Commission.
6. The Consultant further agrees by submitting a Proposal that it will include the clause titled
“Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower
Tier Covered Transaction”, without modification, in all lower tier covered transactions and in all
solicitations for lower tier covered transactions.
7. A participant in a covered transaction may rely upon a certification of a prospective participant
in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily
excluded from the covered transaction, unless it knows that the certification is erroneous. A
participant may decide the method and frequency by which it determines the eligibility of its
principals. Each participant may, but is not required to, check the Nonprocurement List issued by
U.S. General Service Administration.
8. Nothing contained in the foregoing shall be construed to require establishment of system of
records in order to render in good faith the certification required by this clause. The knowledge
and information of a participant is not required to exceed that which is normally possessed by a
prudent person in the ordinary course of business dealings.
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Exhibit E-6
17336.02100\7915663.5
9. Except for transactions authorized under Paragraph 5 of these instructions, if a participant in a
covered transaction knowingly enters into a lower tier covered transaction with a person who is
suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in
addition to all remedies available to the Federal Government, Commission may pursue available
remedies including suspension and/or debarment.
10. The Consultant agrees to comply, and assures the compliance of each subconsultant, lessee,
or third party contractor, with Executive Orders Nos. 12549 and 12689, “Debarment and
Suspension,” 31 U.S.C. § 6101 note, and U.S. DOT regulations, “Governmentwide Debarment
and Suspension (Nonprocurement),” 49 C.F.R. Part 29.
11. The Consultant agrees to, and assures that its subconsultants, lessees and third party
contractors have reviewed the “Excluded Parties Listing System” at http://elps.gov/ before
entering into any third sub agreement, lease or third party contract.
“Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion”
(1) The Consultant certifies, by submission of this bid or proposal, that neither it nor its
“principals” [as defined at 49 C.F.R. § 29.105(p)] is presently debarred, suspended, proposed for
debarment, declared ineligible, or voluntarily excluded from participation in this transaction by
any Federal department or agency.
(2) When the Consultant is unable to certify to the statements in this certification, it shall attach
an explanation to this proposal.
8. PROVISIONS FOR RESOLUTION OF DISPUTES, BREACHES, OR
OTHER LITIGATION
(Master Agreement §53)
Disputes - Disputes arising in the performance of this Contract which are not resolved by
agreement of the parties shall be decided in writing by the Commission Executive Director, or
his or her designee. This decision shall be final and conclusive unless within ten (10) days from
the date of receipt of its copy, the Consultant mails or otherwise furnishes a written appeal to the
Commission’s Executive Director, or his or her designee. In connection with any such appeal,
the Consultant shall be afforded an opportunity to be heard and to offer evidence in support of its
position. The decision of the Commission’s Executive Director, or his or her designee, shall be
binding upon the Consultant and the Consultant shall abide be the decision.
Performance During Dispute - Unless otherwise directed by Commission, Consultant shall
continue performance under this Contract while matters in dispute are being resolved.
Claims for Damages - Should either party to the Contract suffer injury or damage to person or
property because of any act or omission of the party or of any of his employees, agents or others
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Exhibit E-7
17336.02100\7915663.5
for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such
other party within a reasonable time after the first observance of such injury of damage.
Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other
matters in question between the Commission and the Consultant arising out of or relating to this
agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court
of competent jurisdiction within the State in which the Commission is located.
Rights and Remedies - The duties and obligations imposed by this Agreement and the rights and
remedies available hereunder shall be in addition to and not a limitation of any duties,
obligations, rights and remedies otherwise imposed or available by law. No action or failure to
act by the Commission, or Consultant shall constitute a waiver of any right or duty afforded any
of them under the Contract, nor shall any such action or failure to act constitute an approval of or
acquiescence in any breach thereunder, except as may be specifically agreed in writing.
FTA Notification - Consultant shall notify FTA in writing of any current or prospective major
dispute, breach, default, or litigation that may affect the Federal Government’s interests in the
Project. If the Consultant wishes to name the Federal Government as a party to litigation, the
Consultant shall inform FTA in writing before doing so.
9. LOBBYING
(Master Agreement §3.d)
Lobbying Restrictions. To the extent applicable, Consultant agrees to:
(1) Comply, and assure the compliance of each subcontractor at any tier, with U.S. DOT
regulations, “New Restrictions on Lobbying,” 49 C.F.R. Part 20, modified as necessary by 31
U.S.C. § 1352.
(2) Comply with Federal statutory provisions, to the extent applicable, prohibiting the use of
Federal assistance funds for activities designed to influence Congress or a State legislature on
legislation or appropriations, except through proper, official channels.
10. CLEAN AIR
(Master Agreement §25.b)
(1) The Consultant agrees to comply with all applicable standards, orders or regulations issued
pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 through 7671q. The Consultant
agrees to report each violation to the Commission and understands and agrees that the
Commission will, in turn, report each violation as required to assure notification to FTA and the
appropriate EPA Regional Office.
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Exhibit E-8
17336.02100\7915663.5
(2) The Consultant also agrees to include these requirements in each subcontract exceeding
$100,000 financed in whole or in part with Federal assistance provided by FTA.
11. CLEAN WATER
(Master Agreement §25.c)
(1) The Consultant agrees to comply with all applicable standards, orders or regulations issued
pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 through 1377.
The Consultant agrees to report each violation to the Commission and understands and agrees
that the Commission will, in turn, report each violation as required to assure notification to FTA
and the appropriate EPA Regional Office.
(2) The Consultant also agrees to include these requirements in each subcontract exceeding
$100,000 financed in whole or in part with Federal assistance provided by FTA.
12. ENERGY CONSERVATION
(Master Agreement §26)
Energy Conservation. To the extent applicable, Consultant agrees to comply with the mandatory
energy efficiency standards and policies within the applicable State energy conservation plans
issued in compliance with the Energy Policy and Conservation Act, 42 U.S.C. §§ 6321 et seq.
To the extent applicable, Consultant agrees to perform an energy assessment for any building
constructed, reconstructed, or modified with FTA assistance, as provided in FTA regulations,
“Requirements for Energy Assessments,” 49 C.F.R. Part 622, Subpart C.
13. CONFORMANCE WITH NATIONAL ITS ARCHITECTURE
(Master Agreement §15.m)
National Intelligent Transportation Systems Architecture and Standards. To the extent
applicable, Consultant agrees to conform, to the extent applicable, to the National Intelligent
Transportation Systems (ITS) Architecture and Standards as required by SAFETEA-LU §
5307(c), 23 U.S.C. § 512 note, and with FTA Notice, “FTA National ITS Architecture Policy on
Transit Projects” 66 Fed. Reg. 1455 et seq., January 8, 2001, and other subsequent Federal
directives that may be issued.
14. ADDITIONAL REQUIREMENTS
(Master Agreement § 39, 40, 41, 42, 43, 48)
To the extent applicable, Consultant agrees to comply with the Federal programs specified below
and, with regard to such programs, Consultant agrees not compromise the Commission’s
compliance with Federal requirements as pertains to the Project.
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Exhibit E-9
17336.02100\7915663.5
The Programs are as follows:
(1) Urbanized Area Formula Program authorized under 49. U.S.C. § 5307.
(2) Elderly Individuals and Individuals with Disabilities Formula Program authorized under 49
U.S.C. § 5310 as amended by SAFETEA-LU and subsection 3012(b) of SAFETEA-LU, 49
U.S.C. § 5310 note, respectively.
(3) New Freedom Program authorized under 49 U.S.C. § 5317.
(4) Nonurbanized Area Formula Program authorized under 49 U.S.C. § 5311(b).
(5) Clean Fuels Grant Program authorized under 49 U.S.C. § 5308.
(6) Job Access and Reverse Commute Formula Grant Program authorized under 49 U.S.C. §
5316.
15. RELEASE OF RETAINAGE
(49 CFR 26.29)
The Commission shall hold retainage from the prime contractor and shall make prompt and
regular incremental acceptances of portions, as determined by the Commission of the contract
work and pay retainage to prime contractors based on these acceptances. The prime contractor
or subcontractor shall return all monies withheld in retention from a subcontractor within 30 days
after receiving payment for work satisfactorily completed and accepted including incremental
acceptances of portions of the contract work by the Commission. Federal regulations (49 CFR
26.29) require that any delay or postponement of payment over 30 days may take place only for
good cause and with the Commission’s prior written approval. Any violation of this provision
shall subject the violating prime contractor or subcontractor to the penalties, sanctions, and other
remedies specified in Section 7108.5 of the California Business and Professions Code. These
requirements shall not be construed to limit or impair any contractual, administrative, or judicial
remedies otherwise available to the prime contractor or subcontractor in the event of a dispute
involving late payment or nonpayment by the prime contractor, deficient subcontract
performance, or noncompliance by a subcontractor. This provision applies to both DBE and
non-DBE prime contractors and subcontractors.
16. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA)
TERMS
The preceding provisions include, in part, certain Standard Terms and Conditions required by the
Federal Transit Authority, whether or not expressly set forth in the preceding contract provisions.
All contractual provisions required by the Federal Transit Authority, as set forth in FTA Circular
4220.1F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding,
all FTA mandated terms shall be deemed to control in the event of a conflict with other
92
Exhibit E-10
17336.02100\7915663.5
provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform
any act, or refuse to comply with any Commission requests which would cause the Commission
to be in violation of the FTA terms and conditions.
93
Exhibit F
17336.02100\7915663.5
MODEL AGREEMENT - EXHIBIT "F"
Certificate of Consultant
I HEREBY CERTIFY that I am the _______________________ and duly authorized
representative of the firm of _____________________________________ whose address is
____________________________________________________, and that, except as hereby
expressly stated, neither I nor the above firm that I represent have:
(a) employed or retained for a commission, percentage, brokerage, contingent fee, or other
consideration, any firm or person (other than a bona fide employee working solely for me or the
above consultant) to solicit or secure this agreement; nor
(b) agreed, as an express or implied condition for obtaining this contract, to employ or retain
the services of any firm or person in connection with carrying out the agreement; nor
(c) paid, or agreed to pay, to any firm, organization or person (other than a bona fide
employee working solely for me or the above consultant) any fee, contribution, donation, or
consideration of any kind for, or in connection with, procuring or carrying out this agreement.
I acknowledge that this Certificate is to be made available to the California Department of
Transportation (Caltrans) in connection with this agreement involving participation of Federal-
aid Highway funds, and is subject to applicable State and Federal laws, both criminal and civil.
By: ____________________________
Signature
____________________________
Name
____________________________
Title
____________________________
Date
94
Exhibit G
17336.02100\7915663.5
MODEL AGREEMENT - EXHIBIT "G"
DISADVANTAGED BUSINESS ENTERPRISE (DBE)
FORMS/COMMITMENTS
[forms on following pages]
95
NOTICE TO BIDDERS/ OFFERORS
DISADVANTAGED BUSINESS ENTERPRISE INFORMATION
1. TERMS AS USED IN THIS DOCUMENT
• The term “Disadvantaged Business Enterprise” or “DBE” means a for-profit small business concern as
defined in Title 49, Part 26.5, Code of Federal Regulations (CFR).
• The term “bidder” also means “proposer”, “consultant”, or “offeror.”
• The term ‘Agreement’ also means “Contract.”
• Agency also means the local entity entering into this contract with the Contractor or Offeror.
• The term “Small Business” or “SB” is as defined in 49 CFR 26.65.
2. PROJECT GOAL
A. The Commission affirmatively assures that DBE firms will be afforded full opportunity to submit an
offer in response to this solicitation and that no bidder, contractor or subcontractor will be discriminated
against on the grounds of race, color, religion, sex or national origin in consideration for an award.
When appropriate, the Commission establishes goals for participation by DBE firms in federally funded
contracts.
B. For this contract the Commission has will establish, if applicable, a DBE goal based on the work
described in the Task Order. Attention is directed to the Contract Compliance Provisions/DBE
Requirements set forth in Exhibit "D" hereof, as well as all other requirements set forth in the RFQ.
3. SUBMISSION OF DBE INFORMATION
If a Bidder meets the established DBE goals for this Project, its bid will be considered fully responsive
to the DBE requirement. To meet this requirement, Bidder must comply with the Disadvantaged
Business Enterprise requirements of the contract Documents set forth in this Exhibit “H”. As part of
these requirements, Bidder must submit a completed DBE Commitment form 15-G with its SOQ.
If a Bidder does not achieve the DBE goals, its bid may, nevertheless be deemed responsive to the
DBE requirement if, and only if it meets the good faith efforts requirement set forth herein. As part of
these requirements, the Bidder must submit, with its bid, full documentation which evidences its good
faith efforts to comply with the documentation provisions of the DBE requirements, as described herein.
Bidder must submit, with its bid, Form 15 H – DBE Information —Good Faith Efforts if the DBE goal
is not met or exceeded.
4. DBE PARTICIPATION GENERAL INFORMATION
It is the bidder’s responsibility to be fully informed regarding the requirements of 49 CFR,
Part 26, and the Department’s DBE program developed, pursuant to the regulations.
Particular attention is directed to the following:
A. A DBE must be a small business firm defined pursuant to 13 CFR 121 and be certified through the
California Unified Certification Program (CUCP).
B. A certified DBE may participate as a prime contractor, subcontractor, joint venture partner, as a
vendor of material or supplies, or as a trucking company.
96
C. A DBE joint-venture partner must be responsible for specific contract items of work or clearly defined
portions thereof. Responsibility means actually performing, managing and supervising the work with its
own forces. The DBE joint venture partner must share in the capital contribution, control, management,
risks and profits of the joint-venture commensurate with its ownership interest.
D. A DBE must perform a commercially useful function, pursuant to 49 CFR 26.55 that is, must be
responsible for the execution of a distinct element of the work and must carry out its responsibility by
actually performing, managing and supervising the work.
E. The Bidder (prime contractor) shall list only one subcontractor for each portion of work as defined in
their bid/proposal and all DBE subcontractors should be listed in the bid/cost proposal list of
subcontractors.
F. A prime contractor who is a certified DBE is eligible to claim all of the work in the Agreement toward
the DBE participation except that portion of the work to be performed by non-DBE subcontractors.
5. RESOURCES
A. The CUCP database includes the certified DBEs from all certifying agencies participating in the
CUCP. If you believe a firm is certified that cannot be located on the database, please contact the
Caltrans Office of Certification toll free number 1-866-810-6346 for assistance. Bidder/Offeror may call
(916) 440-0539 for web or download assistance.
B. Access the CUCP database from the Department of Transportation, Civil Rights, Business
Enterprise Program website at: http://www.dot.ca.gov/hq/bep/.
C. How to Obtain a List of Certified DBEs without Internet Access
DBE Directory: If you do not have Internet access, Caltrans also publishes a directory of
certified DBE firms extracted from the on-line database. A copy of the directory of certified DBEs
may be ordered from the Caltrans Division of Procurement and Contracts/Material and
Distribution Branch/Publication Unit, 1900 Royal Oaks Drive, Sacramento, CA 95815,
Telephone: (916) 445-3520.
97
VERIFICATION/DECLARATION:
Offeror understands, acknowledges and agrees that the DBE participation goal for this
Project is (TBD – to be assigned with Task Order). Offeror also understands,
acknowledges and agrees that it must carefully examine all DBE provisions associated
with this Project, and Offeror warrants that it has complied with this requirement.
I declare under penalty of perjury under the laws of the State of California that the
foregoing declarations are true and correct:
Executed ________________________, 20____.
By: __________________________________
Type or Print Name
__________________________________
Signature
__________________________________
Title
Subscribed and sworn before me
This ____ day of _________________, 20____
_____________________________________
Notary Public in and for
the State of California
98
EXHIBIT 15-G LOCAL AGENCY BIDDER DBE COMMITMENT (CONSTRUCTION CONTRACTS)
NOTE: PLEASE REFER TO INSTRUCTIONS ON THE REVERSE SIDE OF THIS FORM
LOCAL AGENCY: ____________________________________ LOCATION: ___________________________________________
PROJECT DESCRIPTION: ___________________________________________________________________________________________
TOTAL CONTRACT AMOUNT: $ _____________________________________________________________________________________
BID DATE: ________________________________________________________________________________________________________
BIDDER'S NAME: __________________________________________________________________________________________________
CONTRACT DBE GOAL: __________________________________________________________________________________________
CONTRACT ITEM NO. ITEM OF WORK AND DESCRIPTION
OR SERVICES TO BE
SUBCONTRACTED OR MATERIALS
TO BE PROVIDED (or contracted if
the bidder is a DBE)
DBE CERT NO.
AND EXPIRATION
DATE
NAME OF EACH DBE
(Must be certified on the date
bids are opened - include DBE
address and phone number)
DOLLAR AMOUNT
DBE
For Local Agency to Complete:
Local Agency Contract Number: _________________________________________
Federal-aid Project Number: ____________________________________________
Federal Share: _______________________________________________________
Contract Award Date: _________________________________________________
Total Claimed DBE
Participation
$__________
__________%
Local Agency certifies that all DBE certifications have been verified and
information is complete and accurate.
________________________ __________________________ ___________
Print Name Signature Date
Local Agency Representative
______________________________
_
Signature of Bidder
______________________________
_
Date (Area Code) Tel. No.
______________________________
_
Person to Contact (Please Type or Print)
(Area Code) Telephone Number: __________________
Local Agency Bidder DBE Commitment (Construction Contracts)
(Rev 6/26/09)
Distribution: (1) Copy – Fax or scan a copy to the Caltrans District Local Assistance Engineer (DLAE) within 30 days of contract
execution. Failure to send a copy to the DLAE within 30 days of contract execution may result in de-obligation of funds for
this project.
(2) Copy – Include in award package to Caltrans District Local Assistance
(3) Original – Local agency files
99
INSTRUCTIONS - LOCAL AGENCY BIDDER
DBE COMMITMENT (CONSTRUCTION CONTRACTS)
ALL BIDDERS:
PLEASE NOTE: This information must be submitted with your bid. Failure to submit the
required DBE commitment will be grounds for finding the bid nonresponsive
The form requires specific information regarding the construction contract: Local Agency,
Location, Project Description, Total Contract Amount, Bid Date, Bidder’s Name, and Contract
DBE Goal.
The form has a column for the Contract Item Number and Item of Work and Description or Services to be
Subcontracted or Materials to be provided by DBEs. Prime contractors shall indicate all work to be performed by
DBEs including, if the prime is a DBE, work performed by its own forces, if a DBE. The DBE shall provide a
certification number to the Contractor and expiration date. Enter the DBE prime’s and subcontractors’
certification numbers.The form has a column for the Names of DBE contractors to perform the work (who must
be certified on the date bids are opened and include the DBE address and phone number).
IMPORTANT: Identify all DBE firms participating in the project regardless of tier. Names of the First-Tier DBE
Subcontractors and their respective item(s) of work listed should be consistent, where applicable, with the names
and items of work in the "List of Subcontractors" submitted with your bid.
There is a column for the DBE participation dollar amount. Enter the Total Claimed DBE Participation dollars
and percentage amount of items of work submitted with your bid pursuant to the Special Provisions. (If 100% of
item is not to be performed or furnished by the DBE, describe exact portion of time to be performed or furnished
by the DBE.) See Section “Disadvantaged Business Enterprise (DBE),” of the Special Provisions (construction
contracts), to determine how to count the participation of DBE firms.
Exhibit 15-G must be signed and dated by the person bidding. Also list a phone number in the
space provided and print the name of the person to contact.
100
EXHIBIT 15-H DBE INFORMATION —GOOD FAITH EFFORTS
DBE INFORMATION - GOOD FAITH EFFORTS
Federal-aid Project No. ______________________________ Bid Opening Date
___________________
The (City/County of) established a Disadvantaged Business Enterprise
(DBE) goal of _____% for this project. The information provided herein shows that a good faith
effort was made.
Bidders shall submit the following information to document adequate good faith efforts when
the Bidder is unable to meet the established DBE goal. Bidders should consider submitting the
following information even if the “Local Agency Bidder DBE Commitment” form indicate s that
the bidder has met the DBE goal. This will protect the bidder’s eligibility for award of the
contract if the administering agency determines that the bidder failed to meet the goal for
various reasons, e.g., a DBE firm was not certified at bid openi ng, or the bidder made a
mathematical error.
Submittal of only the “Local Agency Bidder DBE Commitment” form may not provide sufficient
documentation to demonstrate that adequate good faith efforts were made.
The following items are listed in the Section entitled “Submission of DBE Commitment” of the
Special Provisions:
A. The names and dates of each publication in which a request for DBE participation for this project
was placed by the bidder (please attach copies of advertisements or proofs of publication):
Publications Dates of Advertisement
________________________________________________________________
________________________________________________________________
________________________________________________________________
B. The names and dates of written notices sent to certified DBEs soliciting bids for this project and
the dates and methods used for following up initial solicitations to determine with certainty
whether the DBEs were interested (please attach copies of solicitations, telephone records, fax
confirmations, etc.):
Names of DBEs Solicited Date of Initial
Solicitation
Follow Up Methods and Dates
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
_____________________________________________________________
______________________________________________________________________
101
C. The items of work which the bidder made available to DBE firms including, where
appropriate, any breaking down of the contract work items (including those items
normally performed by the bidder with its own forces) into economically feasible units to
facilitate DBE participation. It is the bidder's responsibility to demonstrate that sufficient
work to facilitate DBE participation was made available to DBE firms.
Items of Work Bidder Normally
Performs Item
(Y/N)
Breakdown of
Items
Amount
($)
Percentage
Of
Contract
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
D. The names, addresses and phone numbers of rejected DBE firms, the reasons for the
bidder's rejection of the DBEs, the firms selected for that work (please attach copies of
quotes from the firms involved), and the price difference for each DBE if the selected
firm is not a DBE:
Names, addresses and phone numbers of rejected DBEs and the reasons for the bidder's
rejection of the DBEs:
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
Names, addresses and phone numbers of firms selected for the work above:
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
E. Efforts made to assist interested DBEs in obtaining bonding, lines of credit or insurance,
and any technical assistance or information related to the plans, specifications and
requirements for the work which was provided to DBEs:
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
F. Efforts made to assist interested DBEs in obtaining necessary equipment, supplies,
materials or related assistance or services, excluding supplies and equipment the DBE
subcontractor purchases or leases from the prime contractor or its affiliate:
________________________________________________________________________
________________________________________________________________________
102
________________________________________________________________________
________________________________________________________________________
G. The names of agencies, organizations or groups contacted to provide assistance in
contacting, recruiting and using DBE firms (please attach copies of requests to agencies
and any responses received, i.e., lists, Internet page download, etc.):
Name of Agency/Organization Method/Date of Contact Results
________________________________________________________________
________________________________________________________________
H. Any additional data to support a demonstration of good faith efforts (use additional sheets
if necessary):
________________________________________________________________________
________________________________________________________________________
NOTE: USE ADDITIONAL SHEETS OF PAPER IF NECESSARY.
103
Exhibit G-5
17336.02100\7915663.5
(DBE), FIRST-TIER SUBCONTRACTORS
Local Assistance Procedures Manual EXHIBIT 17-F Final Report-Utilization of Disadvantaged Business Enterprises (DBE), First-Tier Subcontractors
STATE OF CALIFORNIA - DEPARTMENT OF TRANSPORTATION
FINAL REPORT-UTILIZATION OF DISADVANTAGED BUSINESS ENTERPRISES ADA Notice
CEM-2402F (REV 02/2008)
CONTRACT NUMBER COUNTY ROUTE POST MILES FEDERAL AID PROJECT NO. ADMINISTERING AGENCY CONTRACT COMPLETION DATE
PRIME CONTRACTOR
BUSINESS ADDRESS
ESTIMATED CONTRACT AMOUNT
$
ITEM
NO.
DESCRIPTION OF WORK
PERFORMED AND
MATERIAL PROVIDED
COMPANY NAME AND
BUSINESS ADDRESS
DBE CERT.
NUMBER
CONTRACT PAYMENTS
NON-DBE
DBE DATE WORK
COMPLETE
DATE OF FINAL PAYMENT
$ $ $ $
$ $
$ $
$ $
$ $
$ $
$ $
$ $
$ $
$ $
$ $
ORIGINAL COMMITMENT
$
TOTAL
$
$
DBE
List all First-Tier Subcontractors, Disad
of work) was different than that approve
vantaged Business Enterprises (DBEs) regardless of tier, whether or not the firms were originally listed for goal credit. If actual DBE utilization (or item
d at time of award, provide comments on back of form. List actual amount paid to each entity.
I CERTIFY THAT THE ABOVE INFORMATION IS COMPLETE AND CORRECT
CONTRACTOR REPRESENTATIVE'S
SIGNATURE
BUSINESS PHONE NUMBER
DATE
TO THE BEST OF MY INFORMATION AND BELIEF, THE ABOVE INFORMATION IS COMPLETE AND CORRECT
RESIDENT ENGINEER'S SIGNATURE BUSINESS PHONE NUMBER DATE
Copy Distribution-Caltrans contracts: Original - District Construction Copy- Business Enterprise Program Copy- Contractor Copy Resident Engineer
Copy Distribution-Local Agency contracts: Original - District Local Assistance Engineer
(submitted with the Report of Expenditure
Copy- District Local Assistance Engineer Copy- Local Agency file
Page 17-21
LPP 09-02 July 1, 2012
104
Exhibit G-6
17336.02100\7915663.5
EXHIBIT 17-F Local Assistance Procedures Manual
Final Report-Utilization of Disadvantaged Business Enterprises (DBE), First-Tier Subcontractors
FINAL REPORT – UTILIZATION OF DISADVANTAGED
BUSINESS ENTERPRISES (DBE), FIRST-TIER
SUBCONTRACTORS
CEM 2402(F) (Rev. 02/2008)
The form requires specific information regarding the construction project: Contract Number, County, Route, Post
Miles, Federal-aid Project No., the Administering Agency, the Contract Completion Date and the Estimated
Contract Amount. It requires the prime contractor name and business address. The focus of the form is to describe
who did what by contract item number and descriptions, asking for specific dollar values of item work completed
broken down by subcontractors who performed the work both DBE and non-DBE work forces. DBE prime
contractors are required to show the date of work performed by their own forces along with the corresponding dollar
value of work.
The form has a column to enter the Contract Item No. (or Item No's) and description of work performed or materials
provided, as well as a column for the subcontractor name and business address. For those firms who are DBE, there is a
column to enter their DBE Certification Number. The DBE should provide their certification number to the contractor
and notify the contractor in writing with the date of the decertification if their status should change during the course of
the project.
The form has six columns for the dollar value to be entered for the item work performed by the subcontractor.
The Non-DBE column is used to enter the dollar value of work performed for firms who are not certified
DBE.
The decision of which column to be used for entering the DBE dollar value is based on what program(s) status the
firm is certified. This program status is determined by the California Unified Certification Program by ethnicity,
gender, ownership, and control issues at time of certification. To confirm the certification status and program status,
access the Department of Transportation Civil Rights web site at: http://www.dot.ca.gov/hq/bep or by calling (916)
324-1700 or the toll free number at (888) 810-6346.
Based on this DBE Program status, the following table depicts which column to be used:
DBE Program Status Column to be used
If program status shows DBE only with no other programs listed DBE
If a contractor performing work as a DBE on the project becomes decertified and still performs work after their
decertification date, enter the total dollar value performed by this contractor under the appropriate DBE
identification column.
If a contractor performing work as a non-DBE on the project becomes certified as a DBE, enter the dollar value of
all work performed after certification as a DBE under the appropriate identification column.
Enter the total of each of the six columns in Form CEM-2402(F).
Any changes to DBE certification must also be submitted on Form-CEM 2403(F).
Enter the Date Work Completed as well as the Date of Final Payment (the date when the prime contractor made the
“final payment” to the subcontractor for the portion of work listed as being completed).
The contractor and the resident engineer sign and date the form indicating that the information provided is complete
and correct.
Page 17-22
July 1, 2012 LPP 09-02
105
Exhibit H
17336.02100\7915663.5
MODEL AGREEMENT - EXHIBIT "H"
DISCLOSURE OF LOBBYING ACTIVITIES
[Attached behind this page]
106
Exhibit H-1
17336.02100\7915663.5
107
Exhibit H-2
17336.02100\7915663.5
108
Exhibit I
17336.02100\7915663.5
MODEL AGREEMENT - EXHIBIT “I”
CERTIFICATION OF OFFEROR REGARDING DEBARMENT, SUSPENSION AND
OTHER RESPONSIBILITY MATTERS
[Attached behind this page]
109
Exhibit I-1
17336.02100\7915663.5
CERTIFICATION OF OFFEROR REGARDING DEBARMENT, SUSPENSION,
AND OTHER RESPONSIBILITY MATTERS
The undersigned certifies to the best of his or her knowledge and belief, that
____________________________________ (name of Offeror) and its principles:
1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from covered transactions by any Federal department or agency;
2. Have not within a three-year period preceding this subcontract been convicted of or had a
civil judgment rendered against them for commission of fraud or a criminal offense in connection
with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or
contract under a public transaction; violation of Federal or State antitrust statutes or commission of
embezzlement, theft, forgery, bribery, falsification or destruction of records, making false
statements, or receiving stolen property;
3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental
entity (Federal, State, or local) with commission of any of the offenses enumerated in Paragraph 2
of this certification; and
4. Have not within a three-year period preceding this subcontract had one or more public
transactions (Federal, State, or local) terminated for cause or default. The Offeror certifies or
affirms the truthfulness and accuracy of the contents of the statements submitted on or with this
certification and understands that the provisions of 31 U.S.C. Sections 3801 et seq. are applicable
thereto.
By: ____________________________ By: ____________________________
(Signature) (Signature)
____________________________ ____________________________
(Print Name) (Print Name)
____________________________ ____________________________
(Title) (Title)
____________________________ ____________________________
(Date) (Date)
110
Exhibit J
17336.02100\7915663.5
MODEL AGREEMENT - EXHIBIT “J”
DISCLOSURE OF CAMPAIGN CONTRIBUTIONS TO COMMISSIONERS
[Attached behind this page]
111
Exhibit J-1
17336.02100\7915663.5
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DISCLOSURE OF CAMPAIGN CONTRIBUTIONS TO COMMISSIONERS
Government Code Section 84308, 2 California Code of Regulations 18438.1, Et Seq.
No Commissioner of the Riverside County Transportation Commission shall receive or solicit a
campaign contribution of more than $250 from Bidder, or Bidder’s agent, during the time of: 1) Bid
solicitation; 2) Consideration of Bids received; and, 3) Awarding of a contract based on a Bid (collectively
referred to as the “Proceeding”), and for 3 months following the conclusion of the Proceeding. This
prohibition does not apply to the awarding of contracts that are competitively bid. In addition,
Commissioners cannot participate in any such matters if they have received more than $250 in campaign
contributions within the last year from anyone financially interested in the Proceeding, such as Bidder
and/or Bidder’s agent.
Pursuant to these requirements, Bidder shall disclose any campaign contribution in an amount of
more than $250 made by Bidder, and/or Bidder’s agent, to any Commissioner within 12 months from the
date of these Bid Documents/Request For Proposals (as applicable). For the purposes of this disclosure
obligation, contributions made by Bidder within the preceding 12 months shall be aggregated with those
made by Bidder’s agent within the preceding 12 months or the period of the agency relationship between
Bidder and Bidder’s agent, whichever is shorter. In addition, Bidder and/or Bidder’s agent shall not make a
contribution of more than $250 to a Commissioner during the Proceeding and for 3 months following the
conclusion of the Proceeding.
The disclosure by Bidder, as set forth, herein, shall be incorporated into the written record of the
Proceeding and shall be made available to the public for inspection and copying.
The following is a list of the Commissioners of the Riverside County Transportation Commission:
Kevin Jeffries, County of Riverside
John F. Tavaglione, County of Riverside
Jeff Stone, County of Riverside
John J. Benoit, County of Riverside
Marion Ashley, County of Riverside
Bob Botts / Deborah Franklin, City of Banning
Roger Berg / Jeff Fox, City of Beaumont
Joseph DeConinck / To Be Appointed, City of Blythe
Ella Zanowic / Jeff Hewitt, City of Calimesa
Mary Craton / Randy Bonner, City of Canyon Lake
Greg Pettis / Kathleen DeRosa, City of Cathedral City
Steven Hernandez / Eduardo Garcia, City of Coachella
Karen Spiegel / Eugene Montanez, City of Corona
Scott Matas / Yvonne Parks, City of Desert Hot Springs
Adam Rush / Ike Bootsma, City of Eastvale
Larry Smith / Robert Youssef, City of Hemet
Douglas Hanson / Ty Peabody, City of Indian Wells
Glenn Miller / Michael Wilson, City of Indio
Frank Johnston / Michael Goodland, City of Jurupa Valley
Terry Henderson / Don Adolph, City of La Quinta
112
Exhibit J-2
17336.02100\7915663.5
Bob Magee / To Be Appointed, City of Lake Elsinore
Scott Mann / Wallace Edgerton, City of Menifee
Tom Owings / Marcelo Co, City of Moreno Valley
Rick Gibbs / Kelly Bennett, City of Murrieta
Berwin Hanna / Kathy Azevedo, City of Norco
Jan Harnik / To Be Appointed, City of Palm Desert
Ginny Foat / Steve Pougnet, City of Palm Springs
Daryl Busch / Al Landers, City of Perris
Ted Weill / Scott Hines, City of Rancho Mirage
Steve Adams / Andy Melendrez, City of Riverside
Andrew Kotyuk / Scott Miller, City of San Jacinto
Ron Roberts / Jeff Comerchero, City of Temecula
Ben Benoit / Timothy Walker, City of Wildomar
Basam Muallem, Governor’s Appointee
I/We hereby disclose the following political contributions of more than $250 made within the
preceding 12 months and for 3 months following the conclusion of the Proceeding to any Commissioner:
Date of Contribution Amount of Contribution Recipient
____________________ _______________________ _____________________
____________________ _______________________ _____________________
____________________ _______________________ _____________________
____________________ _______________________ _____________________
(Attach Additional Sheet, If Necessary)
Date of Disclosure (Same As Bid Date) ________________________
BIDDER:
Signature of Bidder
Name
Title
Company
Address
City, State & Zip Code
113
AGENDA ITEM 10
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: August 26, 2013
TO: Western Riverside County Programs and Projects Committee
FROM: Lisa DaSilva, Toll Project Manager
THROUGH: Michael Blomquist, Toll Program Director
SUBJECT: Amendment to Interstate 15 Corridor Improvement Project Engineering
Agreement with HDR, Inc.
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Approve Agreement No. 08-31-059-03, Amendment No. 3 to Agreement
No. 08-31-059-00, with HDR, Inc. (HDR) for environmental and preliminary engineering
services consistent with the Interstate 15 Corridor Improvement Project (CIP) scope;
2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute
the agreement on behalf of the Commission; and
3) Forward to the Commission for final action.
BACKGROUND INFORMATION:
In 2002, Riverside County voters approved a 30-year extension of Measure A through 2039
including improvements to the I-15 corridor. Specifically, the project commitment contained in
the 2009 Measure A extension is to add a lane in each direction on I-15 from SR-60 to the San
Diego County line.
In the spring of 2006, the Commission assessed the feasibility of tolling four freeway corridors
in Riverside County and concluded that portions of the SR-91 and I-15 corridors were generally
feasible from a financial, traffic operation, and engineering standpoint.
Throughout 2006 additional engineering, project scoping, and traffic and revenue study work
was performed. An ambitious I-15 project scope consistent with the significant traffic needs of
the corridor was created that included two tolled express lanes and a general purpose lane in
each direction from the San Bernardino County line to SR-74 and a carpool lane in each
direction from SR-74 to I-15/I-215 for a total project length of approximately 44 miles.
This scope of work was proposed to both meet the Measure A commitment to voters as well as
to use tolling as a way to build more improvements and provide more congestion relief than
would have otherwise been possible using Measure A funds and other more traditional state
and federal freeway funding sources.
Agenda Item 10
114
In early 2008, the Commission advanced the project to the next project development step of
preliminary engineering and environmental studies and named the project the
I-15 CIP. The Commission authorized Agreement No. 08-31-059-00 with HDR to perform
environmental and preliminary engineering services for the I-15 CIP for $34,670,067 plus a
contingency amount of $4,111,092, for a total amount not to exceed $38,781,159.
At the January 2010 annual workshop, the Commission adopted a reprioritization strategy of
the 10-Year Western Riverside County Delivery Plan projects. Projects in the I-215 and SR-91
corridors, among others, were categorized as the highest priority, and staff was directed to
continue to develop these projects using Measure A and other funding sources. The I-15 CIP
was not placed in the highest priority category, making less Measure A dollars available for the
I-15 corridor in the first 10 years of the renewed measure and beyond. However, the
Commission adopted the recommendations to re-evaluate the project work scope and financial
plan and to have staff return with an I-15 update and recommendation to move the project
forward.
Staff worked with advisors and the I-15 CIP Ad Hoc Committee and returned to the January
2013 annual workshop with project scope recommendations. Three project scope alternatives
that varied in number of lanes, type of lanes (e.g. carpool, general purpose, tolled express),
construction completion dates, location within the I-15 corridor (SR-60 to I-215), and other
factors were presented.
Staff and the I-15 CIP Ad Hoc Committee identified the Tolled Express Lanes by 2020 alternative
as the alternative that would meet the most needs while maintaining financial constraints. This
alternative includes two tolled express lanes in each direction from SR-60 to Cajalco Road in the
city of Corona. The alternative is estimated to cost $415 million (2011 dollars) for development
and construction.
The Commission approved the Tolled Express Lanes by 2020 project scope recommendation
and authorized staff to negotiate an amendment to the HDR agreement for environmental and
preliminary engineering services consistent with the revised project scope and bring the
amendment back to the Commission for future consideration.
DISCUSSION:
After the January 2013 annual workshop, HDR developed a revised scope, cost and schedule of
services corresponding with the revised project scope approved by the Commission. Staff
reviewed the scope of work, cost proposal, and delivery schedule and has completed
negotiations with HDR. The scope, cost, and schedule of services documents are attached. The
total cost of the Amendment No. 3 is $10,158,566; however, there is an unexpended contract
balance of $8,872,418 that will be reallocated for the revised scope of services. This results in a
need to increase the contract by $1,286,148.
Agenda Item 10
115
Amendment No. 3 revises HDR’s scope of services, consistent with the revised project scope,
extends the agreement date to June 2016, and authorizes an additional agreement amount of
$1,286,148 through use of contingency, resulting in a total not to exceed amount of
$37,519,000. The Commission previously authorized a total amount of $38,781,159, including
contingency; therefore, no additional agreement authorization is needed nor being sought. The
remaining contingency after this amendment is $1,262,159.
Total
Commission
Authorized
Amount*
Commission
Authorized
Contingency
HDR
Agreement Comments
Original
Agreement
$38,781,159
$4,111,092
$34,670,067
Amendments
1 ($1,562,785) $36,232,852 Release of contingency
2 $36,232,852 Term extension
3 ($1,286,148) $37,519,000 Release of contingency
*Includes contingency amount of $4,111,092.
RECOMMENDATIONS:
Staff recommends the approval of Agreement No. 08-31-059-03, Amendment No. 3 to
Agreement No. 08-31-059-00 with HDR for environmental and preliminary engineering services
based on the attached project scope, cost, and schedule for the revised I-15 CIP. The total
authorized contract amount of $38,781,159 remains unchanged.
Financial Information
In Fiscal Year Budget: Yes
N/A Year: FY 2013/14
FY 2014/15+ Amount: $5,000,000
$5,158,566
Source of Funds: Measure A, commercial paper Budget Adjustment: No
N/A
GL/Project Accounting No.: 003027 81101 00011 0000 262 31 81101
Fiscal Procedures Approved: Date: 08/15/2013
Attachment: Agreement No. 08-31-059-03
Agenda Item 10
116
17336.02101\7903113.10 1
Agreement No. 08-31-059-03
AMENDMENT NO. 3 TO
PROFESSIONAL SERVICES AGREEMENT WITH
HDR ENGINEERING, INC. FOR
DEVELOPMENT OF PROJECT REPORT AND ENVIRONMENT DOCUMENT FOR
THE INTERSTATE 15 CORRIDOR IMPROVEMENT PROJECT
1. PARTIES AND DATE
This Amendment No. 3 to the Agreement for the Development of a Project
Report and Environmental Document for the Interstate 15 Corridor Improvement Project
is made and entered into as of this ______ day of ___________, 2013, by and between
the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (“Commission”) and
HDR ENGINEERING, INC. ("Consultant"), a Nebraska corporation.
2. RECITALS
2.1 The Commission and the Consultant entered into an agreement, dated
April 23, 2008, (the "Master Agreement") for the purpose of providing
preliminary engineering and environmental services for the Interstate 15
Corridor Improvement Project from the San Bernardino County line to
Interstate 215 (“Original I-15 CIP”), for a maximum not to exceed (“NTE”)
amount of Thirty-Four Million Six Hundred Seventy Thousand Sixty-Seven
Dollars ($34,670,067).
2.2 The Commission Board of Directors (“Commission Board”) approval of the
relevant agenda item also included approval of a contract contingency
amount of Four Million One Hundred Eleven Thousand Ninety-Two Dollars
($4,111,092) to address additional, unanticipated scope and/or costs.
2.3 The Commission and the Consultant entered into an Amendment No. 1 to
the Master Agreement, dated as of July 11, 2012, to amend the Scope of
Services and to provide additional funding for a NTE amount of One
Million Five Hundred Sixty-Two Thousand Seven Hundred Eight-Five
Dollars ($1,562,785). The NTE value of the Master Agreement, as
amended by Amendment No. 1, is Thirty-Six Million Two Hundred Thirty-
Two Thousand Eight Hundred Fifty-Two Dollars ($36,232,852).
2.4 The Original I-15 CIP covered approximately 44 miles and included the
addition of 1 HOV lane in each direction, from the Interstate 15/Interstate
215 Junction to the Interstate 15/State Route 74 Junction, and the addition
of 2 express lanes and 1 general purpose lane, in each direction, from the
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17336.02101\7903113.10 2
Interstate 15/State Route 74 Junction to the Interstate 15/State Route 60
Junction.
2.5 In January 2013, the Commission modified the Original I-15 CIP to reduce
the scope of the project to 2 express lanes in each direction from
Interstate 15 at the Cajalco Interchange to Interstate 15 at the State Route
60 Junction, a distance of about fourteen (14) miles (“Modified I-15 CIP”).
2.6 The Commission and the Consultant entered into an Amendment No. 2 to
the Master Agreement, dated as of July 1, 2013, to extend the term
thereof through October 31, 2013.
2.7 The Commission and the Consultant now desire to amend the Master
Agreement in order to include Services, as that term is defined in the
Master Agreement, required for the Modified I-15 CIP, and to formalize,
through the Commission’s standard amendment process, and consolidate
previously entered into binding letter agreements that amend certain terms
of the Master Agreement to provide, among other things, for incremental
traffic simulation services and adjustment of overhead rates. Sufficient
funds remain under the Master Agreement, as amended, and within
contingency previously allocated by the Board, to fund the Services set
forth hereunder. As further described herein, this Amendment reallocates
funding allocated under the Master Agreement, as previously amended, to
address changes in the Services required for the Modified I-15 CIP.
2.8 The parties recognize that following execution of this Amendment No. 3,
One Million, Two Hundred Sixty-Two Thousand, One Hundred Fifty-Nine
Dollars ($1,262,159) of Board approved contingency funds will remain
available for allocation to the Master Agreement, by the Executive
Director, through additional formal written amendment thereto.
3. TERMS
3.1 A total of Eight Million, Eight Hundred Seventy Two Thousand, Four
Hundred Eighteen Dollars ($8,872,418) of funding allocated under the
Master Agreement, as amended by Amendment No. 1, remains unspent
and shall be reallocated to the Services set forth under this Amendment
No. 3, as further described herein.
3.2 An additional One Million, Two Hundred Eighty Six Thousand, One
Hundred and Forty-Eight Dollars ($1,286,148) of remaining Board
authorized contingency funds shall be allocated for the Services under this
Amendment No. 3.
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17336.02101\7903113.10 3
3.3 The Services, as that term is defined in the Master Agreement, shall be
amended to include the professional preliminary engineering and
environmental services required for the preparation of a Project Report,
Environmental Document and Geometrical Approval Drawings for the
Modified I-15 CIP as further set forth in Exhibit “A” attached to this
Amendment No. 3 and incorporated herein by reference. The Scope of
Services included under this Amendment No. 3 replaces and supersedes
the Scope of Services attached to the Master Agreement, as amended by
Amendment No. 1.
3.4 The Services set forth in the attached Exhibit “A” shall be performed
expeditiously within the term of the Master Agreement, as hereby
amended, and in accordance with the schedule set forth in Exhibit “B”
attached to this Amendment No. 3 and incorporated herein by reference.
3.5 The maximum compensation for the Services as set forth in the attached
Exhibit “A” shall not exceed Ten Million, Sixty Five Thousand, One
Hundred and Fourteen Dollars ($10,065,114), as further set forth in Exhibit
“C” attached to this Amendment No. 3 and incorporated herein by
reference. Other than as set forth in Section 3.2 above, the foregoing sum
shall be paid with funds reallocated from the Master Agreement, as
previously amended, to this Amendment No. 3.
3.6 Effective as of the date of each letter agreement attached behind the
following referenced exhibits, the Services shall be further amended to
include the addition of work related to traffic modeling and traffic counts
as set forth in Exhibit “2A” and Exhibit “2C” attached to this Amendment
No. 3 and incorporated herein by reference. The maximum compensation
for the Services set forth in the attached Exhibits “2A” and “2C” shall not
exceed the combined total cost of Ninety Three Thousand, Four Hundred
and Fifty Two Dollars ($93,452), as further set forth therein. The foregoing
sum shall be paid with funds reallocated from the Master Agreement, as
previously amended, to this Amendment No. 3.
3.7 The Services provided under this Amendment No. 3 shall be performed at
the rates set forth in the Master Agreement, as hereby amended.
3.8 Effective as of the date of each letter agreement attached behind the
following referenced exhibits, Consultant’s and/or Consultant’s authorized
subconsultant’s overhead billing rates shall be amended to provide for
billing at the audited FAR overhead rates, as set forth in Exhibit “2B” and
Exhibit “2C” attached to this Amendment No. 3 and incorporated herein
by reference.
119
17336.02101\7903113.10 4
3.9 The maximum not to exceed value of the Master Agreement, as previously
amended and as amended by this Amendment No. 3, is Thirty-Seven
Million, Five Hundred and Nineteen Thousand Dollars ($37,519,000).
3.10 The term of the Master Agreement shall be extended for an additional
thirty-two (32) months ending June 30, 2016, unless earlier terminated as
provided in the Master Agreement.
3.11 The Recitals set forth above are true and correct and are incorporated by
reference as though fully set forth herein.
3.12 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.
[Signatures on following page]
120
17336.02101\7903113.10 5
SIGNATURE PAGE
TO
AGREEMENT NO. 08-31-059-03
IN WITNESS WHEREOF, the parties hereto have executed the Amendment No.
3 to the Master Agreement on the date first written above.
RIVERSIDE COUNTY HDR ENGINEERING, INC.,
TRANSPORTATION COMMISSION a Nebraska corporation
By:___________________________ By: __________________________
Karen S. Spiegel, Chair Signature
__________________________
Name
__________________________
Title
APPROVED AS TO FORM: ATTEST:
By:_____________________________ By: _________________________
Best Best & Krieger LLP
General Counsel Its: Secretary
121
Exhibit “A”
17336.02101\7903113.10
EXHIBIT “A”
SCOPE OF SERVICES
[Attached behind this page]
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Exhibit “B”
17336.02101\7903113.10
EXHIBIT “B”
SCHEDULE OF SERVICES
[Attached behind this page]
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Exhibit “C”
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EXHIBIT “C”
COMPENSATION
[Attached behind this page]
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Exhibit “2A”
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EXHIBIT “2A”
[Attached behind this page]
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Exhibit “2B”
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EXHIBIT “2B”
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Exhibit “2C”
17336.02101\7903113.10
EXHIBIT “2C”
[Attached behind this page]
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ONE COMPANY i 11lrwy Solutions'
: '. . . . ..'. . ... .' . .
.?3tJ27-/,Ct?~~r.····
..
Subject: 1-15 Corridor Improvelnent Project
. Riverside County Transportation Commission
Contract No. 08-31-059-00
Amendment No. 2C
Prepared by: Dave Anderson . Date:' January II, 20) 3
A. General Information
Title, Description, and Estimate of Cost:
Title: Amendment 2C
Description: 1-15 CIP Traffic Count Efforts and Adjustments in approved
overhead to allow bjJIi!l~ at new audited FAR rates.
· Estimate of Cost: No Cost.
Reason for Request:
1). Additional services for Iteris to conduct traffic counts (peak hours and ADn for the
revised study area for the I--J 5 CIP project. The cost to complete this task is $19,976.00 in
which Iteris,Inc. will use the existing budget remaining in Task 160 of $113,369.00.
2). To amend the approved overhead rates for HDR and its subconsultants as allow~d per
the execut~d contract agreement dated April 28, 2008.
Scheduled Start and Completion Date:
· Work on the traffic counts will begin on January 14.2013 and is currently scheduled for
completion in February 8,2013, '
Overhead rates would be effective upon approval of this agreement.
B. Cost Data
See attached cost proposal and scope of work. No additional cost to project as existing
funds will be utilized. .
C.· Terms and Conditions
. All other terms and conditions in the originally executed agreement dated April 28, 2008
·remain .unchanged by this amendment.
-Submitted By: Appr~ved By:
.~~.
1l'lomss T. Km, P.E.
SeniJr VJCe Pre~t, HDR Engileerlng, Inc. To. Project Manage~, RC~ _, -
HD.R Engineering. Inc •. 7.280 Markel Street Phone: 19511 320·7300
Suite 100 Fax: (951J 320-7301
Riverside. CA 92501·2110 www.hdrinr...com 196
Karl Sauer
Riverside County Transportation Coinmission
3850 Vine Street
Suite 210
Riverside, CA 92507
January 11,2013
RE: 1-15 Corridor Improvement Project Overhead Adjustments
Dear Mr. Sauer,
The project team would like to inform the Riverside County Tran~portation Commission
of the following adjustments to their company FAR approved overhead rates .
.Company N anle Previous·Overhead .New Overhead
Rate Rate
Iteris, Inc. 169.81% 174.18%
For your reference all back up documentation for these FAR rates are attached..If you
have any questions pleasedon'thesitate to ask.
Sincerely,
David Anderson, P .E.
Sr. Vice President
197
RCTC
Preliminary Engineering and Environmental Services
for the 1-15 Corridor Improvement Project
SUBJECT: Subconsultant Overhead Changes
Previous Amended
Subconsultant
Overhead
Iteris, Inc. 169.81 174.18
198
Assurance.Tax. Consulting-McGladrey-199
Contents
Independent Auditor's Report on the Financial Statement 1
Financial Statement
Statement of direct labor, fringe benefits and general overhead 2
Notes to statement of direct labor, fringe benefits and general overhead 3-6
Independent Auditor's Report on Internal Control Over Financial Reporting and on
Compliance and Other Matters Based on an Audit of the Financial Statement Performed
in Accordance With Government Auditing Standards 7-8
200
McGladrey LLP
I McGladrey
Independent Auditor's Report on the
Financial Statement
Board of Directors
Iteris, Inc.
Santa Ana, CA
We have audited the accompanying statement of direct labor, fringe benefits and general overhead (the
Financial Statement) of Iteris, Inc.'s Transportation Systems Operations for the year ended March 31,
2012. The Financial Statement is the responsibility of Iteris, Inc.'s management. Our responsibility is to
express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of
America and the standards applicable to financial audits contained in Government Auditing Standards,
issued by the Comptroller General of the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of Iteris, Inc.'s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. In addition, an audit includes
assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audit provides a reasonable
basis for our opinions.
The accompanying Financial Statement was prepared on a basis of accounting practices prescribed by
Part 31 of the Federal Acquisition Regulations, and is not intended to be a presentation in conformity with
accounting principles generally accepted in the United States of America (U.S. GAAP).
In our opinion, the Financial Statement referred to previously presents fairly, in all material respects, the
direct labor, fringe benefits and general overhead of Iteris, Inc.'s Transportation Systems Operations for
the year ended March 31,2012, in conformity with U.S. GAAP.
In accordance with Government Auditing Standards, we have also issued our report dated September 12,
2012 on our consideration of Iteris, Inc.'s internal control over financial reporting and on our tests o'f its
compliance with certain provisions of laws, regulations, contracts and grant agreements, and other
matters. The purpose of that report is to describe the scope of our testing of internal control over financial
reporting and compliance and the results of that testing, and not to provide an opinion on internal control
over 'financial reporting or on compliance. That report is an integral part of an audit performed in
accordance with Government Auditing Standards and should be considered in assessing the results of
our audit.
/I(~L.~'p
Irvine, CA
September 12,2012
1
Member of the RSM International network of IndIpend.nl aocoundng, _and CDnsU"ng finns.
201
lteris, Inc.
Transportation Systems Operations
Statement of Direct Labor, Fringe Benefits and General Overhead
Year Ended March 31,2012
Allowable
Costs Before Allocated
Unallowable Allocated Corporate Total
Total Costs Corporate Expenses Allowable
Description Costs (Note 5) Expenses (Note 6) Costs
DIRECT LABOR $ 5,364,705 $ $ 5,364,705 $ $ 5,364,705
FRINGE BENEFITS
ACCRUED BENEFIT LABOR $ 1,055,379 $ $ 1,055,379 $ 56,747 $ 1,112,126
NET FRINGE TRANSFERS (Note 3) 21,737 21,737 (84,983) (63,246)
WORKERS' COMPENSATION INSURANCE 50,454 50,454 1,683 52,137
GROUP MEDICAL INSURANCE 885,421 885,421 45,019 930,440
INCENTIVE COMPENSATION 193,072 193,072 64,423 257,495
PAYROLL TAXES 652,331 652,331 25,247 677,578
401 (k) MATCH 212,374 212,374 9,397 221,771
ASSOCIATE WELFARE 33,122 (32,825) 297 504 801
TOTAL FRINGE BENEFITS 3,103,890 (32,825) 3,071,065 118,037 3,189,102
GENERAL OVERHEAD
INDIRECT LABOR 1,408,120 1,408,120 170,568 1,578,688
BID AND PROPOSAL LABOR, RESEARCH AND
DIRECT COSTS 1,428,284 1,428,284 1,428,284
DEPRECIATION 136,803 136,803 61,121 197,924
RENT -PREMISES 637,689 637,689 150,922 788,611
RENT -EQUIPMENT 51,455 51,455 6,340 57,795
REPAIRS AND MAINTENANCE -PREMISES 38,530 38,530 1,503 40,033
REPAIRS AND MAINTENANCE -EQUIPMENT 63,973 63,973 719 64,692
UNCAPITALIZED EQUIPMENT (Note 4) 26,726 26,726 1,830 28,556
OPERATING SUPPLIES 75,430 75,430 13,666 89,096
UTILITIES 4,957 4,957 4,985 9,942
TELEPHONE 174,174 174,174 6,051 180,225
TAXES AND LICENSES 67,472 67,472 29,438 96,910
AUTO -OPERATIONS EXPENSE (19) 119 100 100
INSURANCE 46,902 46,902 27,304 74,206
BUSINESS CONFERENCES 27,506 (1,186) 26,320 3,697 30,017
OUTSIDE TRAINING AND TUITION 38,020 38,020 88 38,108
DONATIONS 200 (200)
RECRUITING 26,660 26,660 35 26,695
OUTSIDE SERVICES 53,071 (17,015) 36,056 34,554 70,610
LITERATURE 1,404 1,404 3 1,407
DUES AND SUBSCRIPTIONS 26,672 26,672 6,255 32,927
POSTAGE 16,718 16,718 2,163 18,881
PRINTING 2,222 2,222 264 2,486
ADVERTISING AND PUBLIC RELATIONS 4,821 (4,821) 6,408 6,408
TRADE SHOW -TRAVEL 4,300 (4,300)
TRADE SHOW -FREIGHT 6,969 (6,969)
TRADE SHOW -FEES 34,983 (34,983)
TRADE SHOW -OTHER 24,525 (24,525)
BAD DEBTS (RECOVERIES) (42,399) 42,399
LEGAL 1,802 (1,802)
PROFESSIONAL FEES 49,264 (13,514) 35,750 177,845 213,595
BANK CHARGES 28,411 (28,411)
BOARD OF DIRECTORS FEES AND EXPENSES 78,179 78,179
TRAVEL 92,540 (11,436) 81,104 10,983 92,087
INTER-DEPARTMENT ALLOCATIONS 539,567 539,567 369,274 908,841
TOTAL GENERAL OVERHEAD 5,097,752 (106,644) 4,991,108 1,164,195 6,155,303
TOTAL INDIRECT COSTS $ 8,201,642 $ (139,469) $ 8,062,173 $ 1,282,232 $ 9,344,405
PERCENTAGE OF DIRECT LABOR 174.18%
See Accompanying Notes to Statement of Direct Labor, Fringe Benefits and General Overhead.
2 202
Iteris, Inc.
Transportation Systems Operations
Notes to Statement of Direct Labor, Fringe Benefits and General Overhead
Note 1. Description of the Company and Basis of Presentation
Description of the Company: Iteris, Inc. (the Company) provides products, systems and services that
optimize the flow of traffic and enhance driver safety, and is organized into two reportable segments:
Roadway Sensors and Transportation Systems.
The Roadway Sensors segment develops and manufactures vehicle detection systems that are sold
domestically and internationally to dealers, contractors and government agencies for traffic intersection
control, incident detection and certain highway traffic data collection applications.
The Transportation Systems segment includes transportation engineering and consulting services and
the development of transportation management and travel information systems for the Intelligent
Transportation Systems (ITS) industry, as well as local, state and federal government agencies. This
segment includes the operations of Meridian Environmental Technology (MET), which specializes in
511 advanced traveler information systems and offers Maintenance Decision Support System
management tools that allow users to create solutions to meet roadway maintenance decision needs; and
the operations of Berkeley Transportation Systems (BTS), which specializes in transportation
performance measurement and whose performance measurement system leverages its real-time data
collection, diagnostic, fusion and warehousing platform to aggregate and compute performance
measurements.
Iteris, Inc. was originally incorporated in Delaware in 1987.
Basis of presentation and description of overhead rate structure: The 'financial information presented
in the accompanying statement of direct labor, fringe benefits and general overhead (the Financial
Statement) represents expenses relating to the Company's Transportation Systems operations (excluding
expenses related to MET and BTS operations), and includes allocated expenses relating to the
Company's Transportation Systems operations and allocated expenses of the corporate management of
Iteris, Inc. The overall cost rate structure is a single-basis, home office presentation of total indirect costs
as a percentage of total direct labor cost. The Company consistently charges all nonsalary direct project
costs (referred to as other direct costs (ODCs), such as subconsultant expenses and contract labor,
equipment charges, vehicle usage and certain clerical expenses) to all projects, and not exclusively to
projects that reimburse for ODCs.
Note 2. Basis of Accounting and Description of Accounting Policies
Basis of accounting: The Company's Financial Statement was prepared on the basis of accounting
practices prescribed in Part 31 of the Federal Acquisition Regulations (FAR). Accordingly, the Financial
Statement is not intended to present the results of operations of the Company in conformity with
accounting principles generally accepted in the United States of America (U.S. GAAP).
Description of accounting policies: The Company maintains an accrual basis financial accounting
system and a job order basis job cost accounting system for the recording and accumulation of costs
incurred under its contracts. Under these systems, each project is assigned a job number so that costs
may be segregated and accumulated in the Company's job cost accounting system and classified as
direct costs or indirect costs, as applicable. The Company's method of estimating costs for pricing
purposes during the proposal process is consistent with the accumulation and reporting of costs under
the job cost accounting system.
3 203
Iteris, Inc.
Transportation Systems Operations
Notes to Statement of Direct Labor, Fringe Benefits and General Overhead
Note 2. Basis of Accounting and Description of Accounting Policies (Continued)
Use of estimates: The presentation of the Financial Statement in conformity with applicable government
rules and regulations requires management to make estimates and assumptions that affect the amounts
reported in the Financial Statement and accompanying notes. Actual results could differ from those
estimates. Significant estimates made in preparing the Financial Statement include disallowances of
costs associated with allocated indirect labor.
Cost allocation method: Iteris, Inc.'s corporate management expenses (such as labor, fringe bene'fits
and other expenses) identified as being associated with activities of the Transportation Systems
operations are allocated to the Transportation Systems operations for purposes of presenting the overall
cost rate. Amounts are allocated based upon a three-factor formula, which is computed using revenue,
payroll expense and corporate office occupancy.
Description of labor-related costs: Direct labor costs are charged to projects based on actual costs and
hours incurred. The Company did not compensate senior executives in excess of the FAR 31.205-6(p)
limit of $763,029 per person. Accrued benefit labor costs (consisting of paid time off and holiday pay) is
incurred and accrued as salaried employees render services or as holidays occur. Under the Company's
policy, accrued paid time off is paid to the employees upon termination. The Company operates a
401 (k) pension plan meeting the requirements of FAR 31.205-6(j), to which it makes discretionary cash
contributions of 50 percent of up to 6 percent of participating employees' salaries per year.
Uncompensated overtime: From time to time, exempt associates may be required to work extra hours
beyond the standard workweek to assure thelimely completion of a project, or administrative or
management-related duties. It is the Company's policy that exempt associates only record those hours for
which they are compensated. As a result, uncompensated overtime is not tracked.
Note 3. Net Fringe Transfers
Net fringe transfers represent salary-related expenses associated with labor from other business
segments used for Transportation Systems projects, net of Transportation Systems' salary-related
expenses associated with labor used on projects of other business segments.
Note 4. Property and Equipment, Depreciation and Leasing Policies
Certain property and equipment assets are purchased and depreciated on a straight-line basis, while
others are acquired under operating leases, whereby the annual lease costs are included in the indirect
cost pool. Uncapitalized equipment represents the cost of equipment expensed during the year. The
Company's policy regarding capitalization of equipment is to expense all items below $1,000.
Note 5. Unallowable Costs
The following are descriptions of the certain costs that are considered unallowed for reimbursement in
accordance with FAR:
Associate welfare: Represents costs related to employee morale unallowed under FAR 31.205-13.
Auto-operations expense: Represents personal-use portion of Company auto unallowed under
FAR 31.205-46(d).
4 204
Iteris, Inc.
Transportation Systems Operations
Notes to Statement of Direct Labor, Fringe Benefits and General Overhead
Note 5. Unallowable Costs (Continued)
Business conferences: Represents costs related to entertainment and alcohol unallowed under
FAR 31.205-14 and FAR 31.205-51, respectively.
Donations: Donations unallowed under FAR 31.205-8.
Outside services: Represents costs related to reorganization unallowed under FAR 31.205-27.
Advertising and public relations: Advertising and public relations expenses unallowed under
FAR 31.205-1 (f).
Trade show: Trade show expenses unallowed under FAR 31.205-1(f).
Bad debts: Bad debts unallowed under FAR 31.205-3.
Legal costs: Legal costs unallowed under FAR 31.205-47.
Professional fees: Professional fees unallowed under FAR 31.205-33.
Bank charges: Financial costs unallowed under FAR 31.205-20.
Travel: Represents costs related to travel in excess of per diem maximums and first class travel
unallowed under FAR 31.205-46(a} and FAR 31.205-46(b}, respectively.
Note 6. Allocated Corporate Expenses
Allocated corporate expenses represent expenses of the corporate management of Iteris, Inc. allocable to
the Company's Transportation Systems operations totaling $1,282,232. Allocated corporate expenses
before disallowance of unallowable expenses total $1,409,120. The following represents the unallowable
expenses relating to each type of expense:
Associate welfare $ 15,204
Auto-operations expense 1,990
Amortization 35,062
Business conferences 1,446
Donations 1,762
Outside services 56,093
Interest and penalties 4,966
Trade show 742
Travel and other 9,623
$ 126,888
5 205
Iteris, Inc.
Transportation Systems Operations
Notes to Statement of Direct Labor, Fringe Benefits and General Overhead
Note 6. Allocated Corporate Expenses (Continued)
Descriptions of unallowable costs related to expenses detailed in this note can be found under Note 5,
with the exception of the following:
Amortization: Represents costs related to intangible assets acquired in a business combination
unallowed under FAR 31.205-52(b).
Interest and penalties: Represents costs related to financing and incurred penalties unallowed under
FAR 31.205-20 and FAR 31.205-15, respectively.
6 206
McGladrey LLP
I McGladrey
Independent Auditor's Report on Internal Control Over Financial Reporting and
on Compliance and Other Matters Based on an Audit of the Financial Statement
Performed in Accordance With Government Auditing Standards
Board of Directors
Iteris, Inc.
Santa Ana, CA
We have audited the statement of direct labor, fringe benefits and general overhead (the Financial
Statement) of Iteris, Inc.'s Transportation Systems Operations for the year ended March 31, 2012, and
have issued our report thereon dated September 12, 2012. We conducted our audit in accordance with
auditing standards generally accepted in the United States of America and the standards applicable to
financial audits contained in Government Auditing Standards, issued by the Comptroller General of the
United States.
Internal Control Over Financial Reporting
Management of Iteris, Inc. is responsible for establishing and maintaining effective internal control over
financial reporting. In planning and performing our audit, we considered Iteris, Inc.'s internal control over
financial reporting as a basis for designing our auditing procedures for the purpose of expressing our
opinion on the Financial Statement on the basis of accounting practices prescribed by Part 31 of the
Federal Acquisition Regulations (FAR) and certain other federal and state regulations, but not for the
purpose of expressing an opinion on the effectiveness of Iteris, Inc.'s internal control over financial
reporting. Accordingly, we do not express an opinion on the effectiveness of Iteris, Inc.'s internal control
over financial reporting.
A deficiency in internal control exists when the design or operation of a control does not allow
management or employees, in the normal course of performing their assigned functions, to prevent, or
detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or combination
of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement
of the entity's Financial Statement will not be prevented, or detected and corrected, on a timely basis.
For the purpose of this report, we have classified the significant internal controls over financial reporting
with respect to the Financial Statement in the following categories: cash disbursements, payroll and
financial reporting.
Our consideration of internal control over financial reporting was for the limited purpose described in the
first paragraph of this section and was not designed to identify all deficiencies in internal control over
financial reporting that might be deficiencies, significant deficiencies or material weaknesses. We did not
identify any deficiencies in internal control over financial reporting that we consider to be material
weaknesses, as defined previously.
7 207
Compliance and Other Matters
As part of obtaining reasonable assurance about whether Iteris, Inc.'s Financial Statement is free of
material misstatement, we performed tests of its compliance with certain provisions of laws, regulations,
contracts and grant agreements, and other matters including the provisions of the applicable sections of
Part 31 of FAR, noncompliance with which could have a direct and material effect on the determination of
Financial Statement amounts. However, providing an opinion on compliance with those provisions was
not an objective of our audit and, accordingly, we do not express such an opinion. The results of our tests
disclosed no instances of noncompliance or other matters that are required to be reported under
Government Auditing Standards.
This report is intended solely for the information and use of management, others within the entity,
government agencies or other customers related to contracts employing the cost principles of FAR, and is
not intended to be, and should not be, used by anyone other than these specified parties.
&~L~/"
Irvine, CA
September 12,2012
8 208
lTERIS~~
~
January 2,2013
Mark Hager
HDR, Inc.
2280 Market Street, Suite 100
Riverside, CA 92501
Re: 1-15 CIP-Proposal for "Revised Study Area" Traffic Analysis -Counts Only
Dear Mark:
This letter is to obtain the approval of HDR and RCTC for Iteris to conduct traffic counts (peak
hours and ADT) for the revised study area for the 1-15 CIP project. The first step of this analysis
would be to conduct intersection turning movement counts and 24-hour bidirectional counts
within the study area. It is our estimate that there would be approximately 55 intersection
locations and two interchange-interchange locations (1-15/SR-60 and 1-15/SR-91). In addition,
there would be approximately 25 locations for 24-hour bi-directional counts. Iteris can provide
the raw counts to HDR and RCTC as needed.
Iteris proposes to perform the counts for a not-ta-exceed fee of $20,000. The counts would be
conducted from Jan 14th to Feb 8th , 2013. If you have any questions or need additional
information, please do not hesitate to call me at (213) 802-1712 or e-mail meatvjd@iteris.com.
Thank you very much for considering this request.
Sincerely,
Iteris, Inc.
Viggen Davidian
Vice President
Iteris, Inc.1801 S. Grand Ave I Suite 5301 Los Angeles, CA 90017-3610
P: 213.488.03451 F: 213.488.9440
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