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08 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 NAME AGENCY E MAIL ADDRESS /'?13// /i? /.! '4:7L 'i l/J/(/-/ /J A ,.. A /J ,,YJL.~-~c.eb/7 £../ /_ n&hh1r1 ~~ \) k 11 .. ')'\ hl\-'Yl Yl ( () 0 ~.Q...~l.>.l-1 µ /~Jf)/f-Nat?._ co J a-_/A :> 2 L~~ /{/?--(L ~ -/:-< -~ ::b, h VI~./"\;"\ ..._ lr.1/JAj~ lk///.RA / f'.1 Aft\o~ -fi.)/j( ~ ,. J1 )C/" r· T7 /~c.fr~ L{)ri fl//~ An ~u~_,,.. / -/1 &AJr'FE.b -v Ji~ ...5/)9_· ... --q /lA'.11~-- XMAI{/ ./U<C,/~d/f~ &---7~ .... -GJ \.,, 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 Present D ~ ~ $ $" D ! % Absent j!(' D D D D D D % D D D D DET CH AND SUBMIT TO THE CLERK OF THE BOARD DATE: CHECK IF SUBJECT OF PUBLIC COMMENTS: 0 PUBLIC COMMENTS: __________________ _ PHONE NO.: q J/ 51JS/ 5ltZ AGENDA ITEM No.: -:J._ suBJECT oF ~ n r 1 I <As usTED oN THE AGENDA) AGENDA ITEM: r< e 1 ~t>vt.Se ~,., NAME: l..eoA '\Id Li f vhf\ I"£ ADDRESS: Z~/8 s.cyl M..tj~{ ti.51/3 NtWJ10'( k l>t~l CA t?/Z~t'b r CITY STREET ZIP CODE REPRESENTING: ~r wa~ :TIS.L loro/\A,. ft0p-er~_j PHONE No.:. _____ _ NAME OF AGENCY I ORGANIZATION I GROUP BUSINESS ADDRESS: $ 4\ l"-C... ~~---=------~~~~-rnv--~~~~~-STREET CITY ZIP CODE 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. 5 25 Agreement 08-1504 A/1 Project Number: 0800020431 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. 6 26 Agreement 08-1504 A/1 Project Number: 0800020431 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. 7 27 Agreement 08-1504 A/1 Project Number: 0800020431 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. 8 28 Agreement 08-1504 A/1 Project Number: 0800020431 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 9 29 Agreement 08-1504 A/1 Project Number: 0800020431 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. 10 30 Agreement 08-1504 A/1 Project Number: 0800020431 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. 11 31 Agreement 08-1504 A/1 Project Number: 0800020431 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 12 32 Agreement 08-1504 A/1 Project Number: 0800020431 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. 13 33 Agreement 08-1504 A/1 Project Number: 0800020431 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. 14 34 Agreement 08-1504 A/1 Project Number: 0800020431 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. 15 35 Agreement 08-1504 A/1 Project Number: 0800020431 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. 16 36 Agreement 08-1504 A/1 Project Number: 0800020431 • 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. 17 37 Agreement 08-1504 A/1 Project Number: 0800020431 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 18 38 Agreement 08-1504 A/1 Project Number: 0800020431 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 19 39 08-RIV-215-R7.5/R11.0 Project Number: 0800020431 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, 56 Attachment B Attachment B-6 17336.02100\7915663.5 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. 57 Attachment B Attachment B-7 17336.02100\7915663.5 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. 58 Attachment B Attachment B-8 17336.02100\7915663.5 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 59 Attachment B Attachment B-9 17336.02100\7915663.5 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 60 Attachment B Attachment B-10 17336.02100\7915663.5 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. 61 Attachment B Attachment B-11 17336.02100\7915663.5 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 62 Attachment B Attachment B-12 17336.02100\7915663.5 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. 63 Attachment B Attachment B-13 17336.02100\7915663.5 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 64 Attachment B Attachment B-14 17336.02100\7915663.5 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 65 Attachment B Attachment B-15 17336.02100\7915663.5 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 66 Attachment B Attachment B-16 17336.02100\7915663.5 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. 67 Attachment B Attachment B-17 17336.02100\7915663.5 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 68 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 69 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] 70 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 74 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. 75 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. 76 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 77 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, 78 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 79 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; 80 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 81 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 82 Exhibit D-6 17336.02100\7915663.5 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. 83 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 85 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. 86 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) 87 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. 88 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 89 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. 90 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. 91 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 117 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. 118 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] 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 138 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 Exhibit “B” 17336.02101\7903113.10 EXHIBIT “B” SCHEDULE OF SERVICES [Attached behind this page] 173 174 Exhibit “C” 17336.02101\7903113.10 EXHIBIT “C” COMPENSATION [Attached behind this page] 175 176 177 178 Exhibit “2A” 17336.02101\7903113.10 EXHIBIT “2A” [Attached behind this page] 179 180 181 182 183 184 185 186 187 Exhibit “2B” 17336.02101\7903113.10 EXHIBIT “2B” [Attached behind this page] 188 189 190 191 192 193 194 Exhibit “2C” 17336.02101\7903113.10 EXHIBIT “2C” [Attached behind this page] 195 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 209 • • • • • • • • • • • • • • • RCTe Preliminary Engineering. Environmental Services 1-15 Corrldor-from ttle San Bernardino County line to 1-215 Fee Proposal tt l:! ..g ~ ; 2 lteris I ~ IE .. E ~ I i-e ii d.2Total u ~ h H ia '" i H T.sk DelCrlDtton I Hours I TotalS I Ii: i1 l .. IIIi: s! l~ t~ ~8~'" Hrs $ Hrs $ Hrs i $ Hrs $ Hrs $ Hrs----l $ 11rs $ Hrs $ Hrs $ Hrs Ra'" '81.00 51.55 $J1AO $41./6 18.54 $10.JO t1O.JZ $18.80 119.69 -@ 174.18% $141.09 $89.81 $85.0J S6SH SN.-M f49.71 5}.18 SJS.J9 $31.15 $51.7/Iterls -Profit@ Ill.]} $1-4.14 $IJ.19 1/0.25 SlU} S7.8J $8.]J $5,51 $5.15 $8.U.." ~ Loaded Rate $244.29 $155.50 $147.24 S112.110 $128.96 $85.08 '91,38 '61.28 $56.70 $89.54 I I 1,,-00.00 .Projef!...M~n.ag~me.nt· PA.EO Co,!,"ponent 100.10.10.1 Project Scheduling 1091.9.1111 ~.~~ca~ f.la." 100.10./0.3 Monthly Progess Reports! Invoices !QO-eIJl.l9A Monthly PDT Meetings 0s00 0, • • • • 100.10.10.5 Bi·weekly "Trend" Meetings 0 0 0S- 0 ~ • 0 ~ 0s· 0 • 0 100.10.10.6 loualilv Assurance IDAI Pr;"'ram 0 ; 00 .~ .10 :1· 0 • ~';minBry Activitil!s -Project "';In.q~t!ntSubtotifl 0 I 0 I 0 I 0 I 0 : ~ ~~~~ :-~_: .~ • 0~±'~' Perform Preliminary Englntlflrlng Studies and Draft 160 Proiect ReDort 160.1<)),0 .____ Traffi~ Foreca~/MqdeUng I 15 I. 2.3361 1 204041 12 1,8661 ·1 2:?6• • • , • !~19J2._ Geometric Plans for Project Alternatives 160.10.2.0 ... _. Value Analysis 1_60.10.35 __ . Traffic Operational AnalySis )6O}9.-.7° Traffic Studies 160}0.90 High Occupancy Vehide Report 160.10.95 Updated Preliminary Transportation Management Plan ~raffiC C~~ts -. 57 Intersection/Interchange locations at 1inO each (average) I • IS'~I2.5 Street locations at 190 each (avera.e) 2.'50• Primary Activities Subtotal 15 I 19,97611 I .144112 • J.86J DI -1 z • .1.161 0 I -l 0 • -l 0 I Total 15 19.916 1 1 144 I 12 1.M61 0 I 2 226 I of2. Template_Jteris 210 AGENDA ITEM 11 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: August 26, 2013 TO: Western Riverside County Programs and Projects Committee FROM: William Von Klug, Right of Way Manager THROUGH: Marlin Feenstra, Project Delivery Director SUBJECT: Access Easement to the Riverside County Flood Control and Water Conservation District STAFF RECOMMENDATION: 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. BACKGROUND INFORMATION: On January 11, 2012, the Commission closed escrow on the site for the future Moreno Valley March Field Station, which will be constructed as part of the Perris Valley Line project. RCFC&WCD had a pre-existing 34-foot easement along the northern parcel boundary for drainage and access purposes. RCFC&WCD uses the easement to access its drainage facility within that easement as well as accessing other drainage facilities along the easterly boundary of the parcel. The current easement is within the station’s future parking area, so RCFC&WCD’s access will be affected once construction of the station begins. The Commission and RCFC&WCD have settled upon an agreement that defines the rights and responsibilities of each party at the station site. As part of that agreement, RCFC&WCD agreed to give up the rights to use the existing easement to gain access to its other facilities, in exchange for a new access easement located where it will not conflict with the proposed station improvements. This new easement is defined as Access Road 1 and Drive Approach on the station site plan. The agreement will be executed concurrently with the easement. Staff recommends granting RCFC&WCD an access easement to access its existing drainage facilities in exchange for RCFC&WCD relinquishing its other access rights. The Commission is Agenda Item 11 211 required to reimburse RCFC&WCD for costs related to the processing and administration of the agreement in an amount not to exceed $5,000. Financial Information In Fiscal Year Budget: Yes Year: FY 2013/14 Amount: $5,000 Source of Funds: 1989 Measure A Western County Rail Budget Adjustment: No GL/Project Accounting No.: 003800 81403 221 33 81401 Fiscal Procedures Approved: Date: 08/20/2013 Attachments: 1) Moreno Valley March Field Station Site Plan; 2) Legal definition and plat map for Access Easement Area; and 3) Agreement No. 14-33-024-00 Agenda Item 11 212 Roc ks BIKELANELANEBIKEGa t e Ga t e BIKEBIKELANELANEBIKEBIKELANELANEBIKELANELANEBIKELANEBIKEBIKELANEGr a s sVANVANVANVANEVEV INFORMATION CONFIDENTIAL: DESIGN AND PLAN PREPARATION PRACTICABLE FOR ENGINEERING TO THE GREATEST EXTENT CRITERIA WILL BE FOLLOWED STANDARDS, GUIDELINES AND CURRENT SCRRA CADD DRAFTING OF REV.DATE APP.BY SUB. DESIGNED BY DRAWN BY CHECKED BY APPROVED BY DATE CONTRACT NO. REVISION SHEET NO. SCALE 5/3/20126:42:02 PMG:\Cad\Standards\SCRRA\Standards\PenTable\PlotStamp.tblG:\Cad\Standards\SCRRA\Standards\Plotdrv\SCRRA_pdf_Half.pltcfgI:\Projects\4013703\4013703_0001\Drawings\CIV\Exhibits\PV206-C-C-110 (Access Exhibit).dgnUSER = davidsjwRCTC PERRIS VALLEY LINE Commission the Riverside County Transportation not provided for in agreements with shall not be used for any purpose shall be held confidential; and Transportation Commission and of the Riverside County herewith shall remain the property and or information furnished All plans, drawings, specifications, C07-33-123-00 DRAWING NO. DISCIPLINE/SEQUENCESTA/SEGMENT NOT FOR CONSTRUCTION 2523 STV Incorporated RIVERSIDE COUNTY TRANSPORTATION COMMISSION 9130 ANAHEIM PLACE, SUITE 210 RANCHO CUCAMONGA, CA. 91730-8540 ENGINEERS/ARCHITECTS/PLANNERS/CONSTRUCTION MANAGERS APPROVED - BY SCRRA APPROVED - BY RCTC 90% INTERIM DESIGN REVISION SUBMITTAL9-8-11 9-8-11 850.0’ 34’ 3 0 ’ 30 ’50’50’ 510.0’ 27’ N(EXISTING UNPAVED) C KISS & RIDE KISS & RIDE J. DAVIDSON D. BARRAZA M. SATISH R. QUIRK SITE PLAN MORENO VALLEY / MARCH FIELD STATION C C-110 MERIDIAN PARKWAY NAP ACCESS EASEMENT 30’ FUEL AND UNRECORDED TO R IVERS IDE TO PERRIS EASEMENT ACCESS DRAINAGE AND EASEMENT WATER EXISTING 20’ 50’ DRAINAGE AND ACCESS EASEMENT 861BUS LOOPPARKING FUTURE 609 +00 610+00 611+00 612+00 613+00 614+00 615+00 616+00 617+00 618+00 619+00 620+00 621+00 622+00 623+00 624+00 625+00 APN 297-100-049 NAP APN 297-100-035 LOT 3 NAP APN 297-100-034 LOT 2 NAP APN 297-100-026 APN 297-100-047 LOT 8 NAP APN 297-100-048 LOT 7 NAP APN 297-100-064 60 0 60 1" = 60’-0" 154530 120 1" = 60’- 0" APN 297-100-041 LOT 9 NAP APN 297-100-042 LOT 10 NAP APN 297-100-037 LOT 5 NAP R/W APN 297-100-038 LOT 6 NAPEND PLATFORM622+13.77EXTENSION PLATFORM FUTURE BEGIN PLATFORM617+03.77APN 297-100-036 LOT 4 PVLM TRACK EXISTING TRACK SJBL TRACK APN 297-100-062 APN 297-100-056 R/W R/W LAYOVER 2BUS BAY 2BAY 1LAYOVER 1BUS BAY 3BUS BAY 4PLATFORMSTATION FUTURE PLATFORM FUTURE PLATFORM EXTENSION AND ACCESS ESMT EXIST 29’ DRAINAGE ACCESS ESMT EXIST 25’ GAS AND EXIST 15’ SEWER ESMT ACCESS ROAD 1ACCESS ROAD 2ACCESS ROAD 3FUTURE USE RCTC ACCESS ROAD 4(PAVED) APPROACH DRIVE (EXISTING UNPAVED) EXISTING ACCESS EASEMENT (RCFC MAINTAINED) EXISTING GATE ADDITIONAL ACCESS EASEMENT AREA ACCESS RD; APN; FUTURE PARKING (INTERIM CONDITION) GRAVEL ACCESS ROAD EXIST. SD CHANNEL (MJPA MAINTAINED) SD CHANNEL OVER EXISTING PEDESTRIAN BRIDGE ATTACHMENT 1 213 ATTACHMENT 2 214 215 ATTACHMENT 3216 217 218 219 220 221 222 223 224 225 226 227 228 229 230 231 232 233 234