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10 October 26, 2015 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, October 26, 2015 LOCATION: BOARD ROOM County of Riverside Administrative Center 4080 Lemon Street, First Floor, Riverside  COMMITTEE MEMBERS  Ben Benoit, Chair / Timothy Walker, City of Wildomar Deborah Franklin, Vice Chair / Art Welch, City of Banning Karen Spiegel / Eugene Montanez, City of Corona Adam Rush / Clint Lorimore, City of Eastvale Frank Johnston / Brian Berkson, City of Jurupa Valley Scott Mann / John Denver, City of Menifee Jesse Molina / Jeffrey J. Giba, City of Moreno Valley Berwin Hanna / Kathy Azevedo, City of Norco Daryl Busch / Rita Rogers, City of Perris Andrew Kotyuk / Scott Miller, City of San Jacinto 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-00028 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, October 26, 2015 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, Government Code Section 54954.2, and the Federal Transit Administration Title VI, please contact the Clerk of the Board at (951) 787-7141 if special assistance is needed to participate in a Commission meeting, including accessibility and translation services. Assistance is provided free of charge. Notification of at least 48 hours prior to the meeting time will assist staff in assuring reasonable arrangements can be made to provide assistance at the meeting. 1. CALL TO ORDER 2. PLEDGE OF ALLEGIANCE 3. ATTENDANCE / 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 October 26, 2015 Page 2 5. APPROVAL OF MINUTES – SEPTEMBER 28, 2015 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. AMENDMENT TO AGREEMENT WITH COFIROUTE USA, LLC FOR ELECTRONIC TOLL AND TRAFFIC MANAGEMENT SYSTEMS INTEGRATION AND IMPLEMENTATION FOR THE STATE ROUTE 91 CORRIDOR IMPROVEMENT PROJECT Page 1 Overview This item is for the Committee to: 1) Approve an increase in the contingency amount for Agreement No. 14-31-071-00 with Cofiroute USA, LLC (Cofiroute) related to additional scope of work items for the electronic toll and traffic management systems integration and implementation for the State Route 91 Corridor Improvement Project (91 Project) for an additional amount of $837,930 and a total not to exceed $27,517,930; 2) Authorize the Executive Director or designee to approve contingency work up to the total amount not to exceed as required for the project; and 3) Forward to the Commission for final action. 8. TRANSPORTATION UNIFORM MITIGATION FEE REGIONAL ARTERIAL PROGRAM – PROJECT DELIVERY UPDATE Page 3 Overview This item is for the Committee to: 1) Receive and file the Transportation Uniform Mitigation Fee (TUMF) Regional Arterial Program - Project Delivery Update; and 2) Forward to the Commission for final action. Western Riverside County Programs and Projects Committee October 26, 2015 Page 3 9. AGREEMENT FOR STATION ELECTRICAL SERVICES Page 6 Overview This item is for the Committee to: 1) Award Agreement No. 16-24-005-00 to Elite Electric, Inc. for the provision of station electrical maintenance and repair services, for a three-year term, plus two two-year options to extend the agreement, in an amount of $603,700, plus a contingency of $60,370 for a total amount not to exceed $664,070; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement, including option years, on behalf of the Commission; 3) Authorize the Executive Director, or designee, to execute task orders awarded to the contractor under the terms of the agreements; 4) Authorize the Executive Director, or designee, to approve contingency work up to the total amount not to exceed as required for these services; 5) Authorize $935,000 for capital improvements to complete a light-emitting diode (LED) lighting retrofit of the commuter rail stations, including the new Perris Valley Line stations; 6) Authorize the Executive Director, pursuant to legal counsel review, to execute the agreement(s) for LED lighting retrofit on behalf of the Commission; and 7) Forward to the Commission for final action. 10. AGREEMENT FOR STATION PEST CONTROL SERVICES Page 27 Overview This item is for the Committee to: 1) Award Agreement No. 16-24-015-00 to Global Pest Solutions for the provision of station pest control services for a three-year term, plus two two-year options to extend the agreement, in an amount of $34,776 for maintenance and on-call services, plus a contingency amount of $3,478, for a total amount not to exceed $38,254; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement, including option years, on behalf of the Commission; 3) Authorize the Executive Director, or designee, to execute task orders awarded to the contractor under the terms of the agreement; 4) Authorize the Executive Director, or designee, to approve contingency work up to the total amount not to exceed as required for these services; and 5) Forward to the Commission for final action. Western Riverside County Programs and Projects Committee October 26, 2015 Page 4 11. OPERATION OF THE FREEWAY SERVICE PATROL PROGRAM IN RIVERSIDE COUNTY Page 49 Overview This item is for the Committee to: 1) Approve Agreement No. 16-45-033-00 with the California Department of Transportation (Caltrans) for the operation of the Riverside County Freeway Service Patrol (FSP) program in the amount of $1,559,523 in state funding for FY 2015/16; 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. 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 The next Western Riverside County Programs and Projects Committee meeting is scheduled to be held at 1:30 p.m., Monday, November 23, 2015, Board Chambers, First Floor, County Administrative Center, 4080 Lemon Street, Riverside. RIVERSIDE COUNTY TRANSPORTATION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE ROLL CALL October 26, 2015 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 ~ ~ * ~ ~ ef D ;Y Absent D D D Ll D Ll Ll Ll Ll Ll % Ll RIVERSIDE COUNTY TRANSPORTATION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS SIGN-IN SHEET October 26, 2015 NAME AGENCY E_MAIL ADDRESS --L H@L/AJ.lf-r31-rv CJr rt t1/C£//Jo VA-LLL=.Y J;S.513. I .F c:; "> e rYJ @Mn U;Jl.l ,MG, Pr~c.-~hvu~ :::th-v /V_ tk1lf1h , - ~\ll-1 .., /«:::. ~AJA-fl fc'°'A. C0 / ;f'vL.14 AL 0 IJ /1-J //-L ~--! I. R \II-c77 -vvr v . f I/.=;}</' ;j /ir-<JJTY VVrf UJ O/J'J# If_ I ' r).c-hh1f_, H?A'f\ \~lvvL. ~A'n YI 1Y)(}, -/,v_../v' 76 0t /(-:,5 _) ..f.s/. . ///f T. ~ ttf'fr Jlf//14 J()tJ /ltl/!3All~ ~\NU\ ~~.ol_ o_Q\~/::J ~ J 4A~£-r'.f'( ~JI ~2 (~ . -o "- AGENDA ITEM 5 MINUTES RIVERSIDE COUNTY TRANSPORTATION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE Monday, September 28, 2015 MINUTES 1. CALL TO ORDER The meeting of the Western Riverside County Programs and Projects Committee was called to order by Vice Chair Deborah Franklin at 1:32 p.m., in the Board Room at the County of Riverside Administrative Center, 4080 Lemon Street, First Floor, Riverside, California, 92501. 2. PLEDGE OF ALLEGIANCE At this time, Commissioner Kevin Jeffries led the Western Riverside County Programs and Projects Committee in a flag salute. 3. ROLL CALL Members/Alternates Present Members Absent Marion Ashley Ben Benoit Daryl Busch Andrew Kotyuk Deborah Franklin Berwin Hanna Kevin Jeffries Frank Johnston Scott Mann Jesse Molina Adam Rush Karen Spiegel 4. PUBLIC COMMENTS There were no requests to speak from the public. 5. APPROVAL OF MINUTES – APRIL 27, 2015 M/S/C (Mann/Busch) to approve the minutes as submitted. Abstain: Hanna and Rush RCTC WRC Programs and Projects Committee Minutes September 28, 2015 Page 2 6. ADDITIONS/REVISIONS There were no additions or revisions to the agenda. 7. COMPENSATORY MITIGATION AGREEMENT WITH INLAND EMPIRE RESOURCE CONSERVATION DISTRICT AND COOPERATIVE AGREEMENT WITH THE CALIFORNIA DEPARTMENT OF PARKS AND RECREATION FOR THE STATE ROUTE 91 CORRIDOR IMPROVEMENT PROJECT David Thomas, Toll Project Manager, presented the details of the compensatory mitigation agreement with the Inland Empire Resource Conservation District and the cooperative agreement with the California Department of Parks and Recreation for the State Route 91 Corridor Improvement Project. In response to Commissioner Kevin Jeffries question regarding how much land will be disturbed with this project, David Thomas responded he does not have that information at this time and will follow up. At Commissioner Karen Spiegel’s request, David Thomas clarified the mitigation was for one lump sum for the footprint of the entire project. In response to Commissioners Jeffries and Spiegel’s concerns regarding the amount of compensatory mitigation being collected and potential overlap from other projects, Anne Mayer stated staff will look into the matter. M/S/C (Jeffries/Spiegel) to: 1) Approve Agreement No. 16-31-023-00 with the Inland Empire Resource Conservation District (IERCD) for compensatory mitigation (Coastal Sage Scrub Restoration) in an amount not to exceed $1,241,459; 2) Approve Agreement No. 16-31-024-00 with California Department of Parks and Recreation for maintaining Coastal Sage Scrub Restoration in perpetuity in an amount not to exceed $289,342; 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. Abstain: Molina 8. 91 EXPRESS LANES RIVERSIDE ORANGE FACILITY AGREEMENT David Thomas presented the scope of the 91 Express Lanes Riverside Orange Facility agreement. RCTC WRC Programs and Projects Committee Minutes September 28, 2015 Page 3 M/S/C (Mann/Jeffries) to: 1) Approve the 91 Express Lanes Riverside Orange Facility Agreement (ROFA), Agreement No. 16-31-025-00, with the Orange County Transportation Authority (OCTA) for the Anaheim Toll Operations Center in the amount of $421,242 for tenant improvements, $237,055 for rent through January 31, 2018, and a contingency amount of $32,915, for a total amount not to exceed $691,212; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director, or designee, to approve contingency work up to the total amount not to exceed as required; and 4) Forward to the Commission for final action. 9. AGREEMENTS FOR ON-CALL RIGHT OF WAY SUPPORT SERVICES Mark Lancaster, Right of Way Manager, presented the scope of the agreements for on-call right of way support services. M/S/C (Busch/Hanna) to: 1) Award the following agreements to provide on-call right of way appraisal review services for a three-year term, in an amount not to exceed an aggregate value of $2 million; a) Agreement No. 16-31-001-00 with Bender Rosenthal, Inc.; b) Agreement No. 16-31-018-00 with Epic Land Solutions, Inc.; and c) Agreement No. 16-31-019-00 with Overland, Pacific & Cutler, Inc.; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on behalf of the Commission; 3) Authorize the Executive Director, or designee, to execute task orders awarded to contractors under the terms of the agreements; and 4) Forward to the Commission for final action. 10. AMENDMENT FOR STATION ELECTRICAL SERVICES Dan Mathers, Facilities Administrator, presented the scope of the agreement for the station electrical services. RCTC WRC Programs and Projects Committee Minutes September 28, 2015 Page 4 In response to Commissioner Spiegel’s questions regarding which stations are covered by this agreement, replacing lighting, and whether Elite will be available to respond within a reasonable amount of time, Dan Mathers stated the contract is for all Commission-owned stations. All lighting will be converted to LED. The contract covers performance surveys at each station, testing, solar panel maintenance, and the battery backed emergency lighting systems. He then clarified the only item not covered by the contract is the cost of the parts. He also stated the response time to a call is within 24 hours. Anne Mayer, Executive Director, stated this contract is for on-call electrical services. There is a component of this contract for maintenance and repair of the electrical at all Commission-owned commuter rail stations. M/S/C (Busch/Johnston) to: 1) Award Agreement No. 16-24-005-00 to Elite Electric, Inc. for the provision of station electrical maintenance services and capital improvements, for a three-year term, plus two two-year options to extend the agreement, in an amount of $603,700 for maintenance and repairs, and $935,000 for capital improvements, plus a contingency of $153,870 for a total amount not to exceed $1,692,570; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement, including option years, on behalf of the Commission; 3) Authorize the Executive Director, or designee, to execute task orders awarded to the contractor under the terms of the agreements; 4) Authorize the Executive Director, or designee, to approve contingency work up to the total amount not to exceed as required for these services; and 5) Forward to the Commission for final action. 11. AGREEMENT FOR COMMUTER RAIL STATION VENDING SERVICES Dan Mathers presented the scope of the agreement for the commuter rail station vending services. At Commissioner Jeffries’ request, Dan Mathers clarified this is a revenue generating agreement for the Commission. In response to Commissioner Jesse Molina’s question, Dan Mathers responded passengers can eat and drink on Metrolink trains. At Commissioner Spiegel’s request, Dan Mathers explained the RFP process for this procurement. RCTC WRC Programs and Projects Committee Minutes September 28, 2015 Page 5 Matt Wallace, Procurement Manager, added the Procurement Department conducts additional outreach, such as attending business fares, to encourage vendors to sign up for Planet Bids so they will be notified when an RFP is released. In response to Commissioner Spiegel’s question regarding Commissioners receiving notification of bids, Anne Mayer, Executive Director, noted proposers are instructed to only contact Matt Wallace during the procurement process and no contacts of any kind shall be made with any of the Commission's Board Members. In response to Commissioner Daryl Busch’s suggestion regarding an informal survey to find out why proposals were not submitted, Anne Mayer stated the Commission conducts an informal survey when an RFP does not have the anticipated response. M/S/C (Jeffries/Mann) to: 1) Award Agreement No. 16-24-007-00 to First Class Vending, Inc. for the provision of commuter rail station vending services, a receivable-based agreement for a term of five-years, plus one five-year option to extend the agreement; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement, including option years, on behalf of the Commission; and 3) Forward to the Commission for final action. 12. COMMISSIONERS / STAFF REPORT There were no comments from Commissioners or staff. 13. ADJOURNMENT AND NEXT MEETING There being no further business for consideration by the Western Riverside County Programs and Projects Committee, the meeting was adjourned at 2:10 p.m. The next meeting of the Western Riverside County Programs and Projects Committee is scheduled for October 26, 2015, at 1:30 p.m. Respectfully submitted, Jennifer Harmon Clerk of the Board AGENDA ITEM 7 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: October 26, 2015 TO: Western Riverside County Programs and Projects Committee FROM: David Thomas, Toll Project Manager THROUGH: Michael Blomquist, Toll Program Director SUBJECT: Amendment to Agreement with Cofiroute USA, LLC for Electronic Toll and Traffic Management Systems Integration and Implementation for the SR-91 Corridor Improvement Project STAFF RECOMMENDATION: This item is for the Committee to: 1) Approve an increase in the contingency amount for Agreement No. 14-31-071-00 with Cofiroute USA, LLC (Cofiroute) related to additional scope of work items for the electronic toll and traffic management systems integration and implementation for the State Route 91 Corridor Improvement Project (91 Project) for an additional amount of $837,930 and a total not to exceed $27,517,930; 2) Authorize the Executive Director or designee to approve contingency work up to the total amount not to exceed as required for the project; and 3) Forward to the Commission for final action. BACKGROUND INFORMATION: At its January 31, 2014 meeting, the Commission adopted the sole source findings and awarded Agreement No. 14-31-071-00 to Cofiroute to provide electronic toll and traffic management systems integration and implementation for the 91 Project in the amount of $25.9 million, plus a contingency amount of $780,000, for a total amount not to exceed $26,680,000. DISCUSSION The work under this agreement has progressed to completion of the final design phase with procurement of materials currently underway and construction scheduled to begin in April 2016. During the final design phase, additional details have come to light and are being recommended by staff to be added to the scope. Additional scope items that need to progress now to maintain the project schedule are presented in the table below and are considered outside the scope of the original agreement. Additional scope items pertaining to toll collection software development have been identified and will be brought to the Commission at a later date as an additional contract amendment request. Agenda Item 7 1 The video wall item, identified in the table below, is a cost borne by the Orange County Transportation Authority (OCTA) and has received OCTA board approval for inclusion into the project. As part of the existing agreement between the Commission and OCTA, OCTA has the ability to request additions to the project at its cost. Staff recommends OCTA’s addition of the video wall upgrade at the Anaheim Traffic Operations Center for the joint benefit of both agencies operating the 91 Express Lanes. ADDITIONAL SCOPE ITEMS Item Description RCTC Share OCTA Share Video Wall Design, procure, and install a high level traffic monitoring system video wall at the Anaheim Traffic Operations Center. The system includes larger screen monitors, servers, recording devices, and software. N/A $458,330 Repair Fiber Repair a tree damaged OCTA fiber conduit to the Anaheim Data Center in exchange for sharing use of OCTA’s conduit. $63,034 N/A Channelizers Procure 8,000 white channelizers for installation on the toll lanes by the design-builder. These channelizers separate the tolled express lanes from the general purpose lanes. $316,566 N/A Agency Subtotal: $379,600 $458,330 AMENDMENT TOTAL: $837,930 Staff recommends an increase of $837,930 in contingency amount for the electronic toll and traffic management systems integration and implementation agreement related to the additional scope items. Accordingly, the total authorized agreement with Cofiroute is a total not to exceed $27,517,930. Staff will issue contract change orders for the additional scope items. Financial Information In Fiscal Year Budget: Yes Year: FY 2015/16 Amount: $837,930 Source of Funds: Toll Revenue Bond proceeds Budget Adjustment: No GL/Project Accounting No.: 003028 81301 262 31 81301 Fiscal Procedures Approved: Date: 10/19/2015 Agenda Item 7 2 AGENDA ITEM 8 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: October 26, 2015 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 – Project Delivery Update STAFF RECOMMENDATION: This item is for the Committee to: 1) Receive and file the Transportation Uniform Mitigation Fee (TUMF) Regional Arterial Program - Project Delivery Update; and 2) Forward to the Commission for final action. BACKGROUND INFORMATION: In 2004, the Commission approved a total of 23 projects for Western Riverside County TUMF Regional Arterial Program funding. During the last few years, the Commission approved adjustments to the original 23 TUMF Regional Arterial projects at the request of the local agencies. The changes were primarily due to the lack of revenues as a result of the recent recession and environmental challenges. Therefore, a few projects were suspended, and the programmed funds were transferred to existing projects that were in need of additional funds, or new projects were nominated in place of projects that could not move forward due to environmental challenges and increased costs associated with these challenges. This resulted in a total of 19 projects continuing in the program; these projects are summarized in the attachment. To date, the Commission has programmed a total of $135 million, and project expenditures total $95 million. Of the 19 projects in the TUMF Regional Arterial Program, 10 have completed construction, 4 projects are under construction, and 5 projects are in the preliminary engineering phase. Three of the projects in the preliminary engineering phase will require a future programming action for construction funds. These projects are the I-15/Limonite Avenue interchange, I-15/Railroad Canyon Road interchange, and Van Buren Boulevard widening from Washington Street to Wood Road. Estimated construction costs for all three projects are estimated at over $80 million. Programming capacity at the end of fiscal year 2015/16 is currently estimated at $18 million. Agenda Item 8 3 The Commission approves programming/funding one phase at a time to maximize cash flow. When an agency completes a phase (e.g. environmental, design, right of way), the next phase will be programmed and an agreement for that phase will be executed. Some local agencies requested TUMF regional arterial funds for a particular phase(s), but funded other phases with non-TUMF Regional Arterial funds. Therefore, the project’s TUMF commitment would be considered complete. The Commission approved one developer credit reimbursement agreement with the city of Corona in the amount of $3,051,636. The Commission originally set aside 5 percent for developer credit reimbursements on an annual basis, but increased it to 10 percent to accommodate a larger than anticipated repayment amount. The balance of $1,416,646 will be paid based on 10 percent of the budgeted amount for TUMF Regional Arterial revenues on an annual basis. Since the majority of TUMF Regional Arterial projects have been completed, the Commission will need to consider the next cycle of projects. The Western Riverside Council of Governments’ TUMF Zones include projects on the regional arterial system. Staff is discussing the possibility of shifting some of these projects to the TUMF Regional Arterial program. Staff will develop and recommend an approach and phase-in process for the inclusion of additional regional arterial projects in a future agenda item. Attachment: TUMF Regional Arterial Program – Current Project Delivery Status Agenda Item 8 4 TUMF Regional Arterial Program - Current Project Delivery Status (Including original 23 Projects Approved Sept 2004) 1 Corona Green River, Dominguez Ranch Rd - SR 91 Funding Complete X 2 Corona Foothill Parkway Extension Funding Complete X 3 Corona I-15/El Cerrito Rd Funding Complete X 4 Riverside Co.I-15/Limonite IC Needs Cons Funds X Substituted project that replaced I-15 Schleisman. Riverside Co.I-15/Schleisman IC Substitued Environmental issues. Replaced with Limonite IC. Riverside Co.I-15/Clinton Keith Rd Funding Complete X Funded with non TUMF funding sources. -Riverside Co.New IC at Eastern Bypass Suspended X Transferred balance to SR 79. -Riverside Co.Bundy/Scott Road improvements Suspended X Transferred balance to SR79. 5 Riverside Co.SR79 - widen Thompson-Domenigoni Funding Complete X 6 Riverside Co.Van Buren Bridge, Clay - SAR Funding Complete X 7 Riverside Co.Van Buren, Washington -Wood Needs R/W, Cons X -Riverside Co.Eastern Bypass, Auld - I-15 Suspended Transferred balance to SR 79. -Riverside Co.Potrero Blvd, San Tim-Oak Valley-SR79 Suspended No agreement for project. 8 Riverside SR91/Van Buren IC Funding Complete X 9 Riverside Van Buren, Andrew - Garfield Funding Complete X 10 Riverside Van Buren, SAR - Jackson Funding Complete X 11 San Jacinto Ramona Expwy - Sanderson - WCL Funding Complete X -San Jacinto Ramona Expwy - Seventh - Cedar Substituted Environmental issues. Replaced with Sander-Eagle 12 San Jacinto Ramona Expwy Ext., Sanderson - Eagle Funding Complete X Substituted project that replaced 7th to Cedar. 13 Temecula I-15/French Valley Pkwy Funding Complete X Project phased. STIP funds programmed for Cons. 14 Temecula I-15/SR79 IC Funding Complete X 15 Temecula Western Bypass Study Funding Complete X Study complete. 16 Moreno Valley Perris Blvd, PVSD Lateral B - Cactus Funding Complete X 17 Moreno Valley Perris Blvd, Ironwood - Manzanita Funding Complete X 18 Lake Elsinore I-15 Railroad Canyon IC Needs Cons funds X Project currently finishing PA&ED 19 Perris Perris Blvd, Ramona Expwy - PVSD Lat. B Funding Complete X Bolded projects require future construction programming. Project Status Agency Project CommentNo. # Programming Status Under Cons Cons Complete/ Invoicing Cons Complete/ Closed OutPre-Cons 5 AGENDA ITEM 9 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: October 26, 2015 TO: Western Riverside County Programs and Projects Committee FROM: Dan Mathers, Facilities Administrator THROUGH: Marlin Feenstra, Project Delivery Director SUBJECT: Agreement for Station Electrical Services STAFF RECOMMENDATION: This item is for the Committee to: 1) Award Agreement No. 16-24-005-00 to Elite Electric, Inc. for the provision of station electrical maintenance and repair services, for a three-year term, plus two two-year options to extend the agreement, in an amount of $603,700, plus a contingency of $60,370 for a total amount not to exceed $664,070; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement, including option years, on behalf of the Commission; 3) Authorize the Executive Director, or designee, to execute task orders awarded to the contractor under the terms of the agreements; 4) Authorize the Executive Director, or designee, to approve contingency work up to the total amount not to exceed as required for these services; 5) Authorize $935,000 for capital improvements to complete a light-emitting diode (LED) lighting retrofit of the commuter rail stations, including the new Perris Valley Line stations; 6) Authorize the Executive Director, pursuant to legal counsel review, to execute the agreement(s) for LED lighting retrofit on behalf of the Commission; and 7) Forward to the Commission for final action. BACKGROUND INFORMATION: The Commission owns and operates five commuter rail stations and the Perris Transit Center in Riverside County. Additionally, three new Commission-owned and operated Perris Valley Line (PVL) stations and the rail portion of the Perris Transit Center will begin operations in December 2015. Station lighting and electrical maintenance services are essential to provide continued safety and security for commuter rail passengers, as well as preserving and maintaining the Commission’s property. The Commission requires the services of a qualified contractor to provide quarterly electrical and lighting maintenance services, annual solar panel and battery-backed emergency lighting systems maintenance and testing, tri-annual infrared survey and reporting, and on-call Agenda Item 9 6 electrical and lighting maintenance services, which includes the cleaning of station lights and the repair or replacement of all defective lighting system components and fixtures. Under Commission supervision, quarterly field inspections will be conducted at each station for a fixed price in order to identify all necessary repairs. Based upon the successful contractor’s proposed labor rates, equipment costs, material costs, and associated markup, the contractor will then clean, repair, and/or replace all broken or defective lighting and remedy any electrical issues identified during the quarterly inspection. Alternatively, on-call services would be used on an as-needed basis and provided through the Commission’s issuance of a contract task order to address repairs required between quarterly inspections. Pricing for work completed on an on-call basis will also be based upon fixed labor rates and a pre-established markup on materials. Staff also identified additional electrical lighting capital improvements that will be funded with Proposition 1B Public Transportation, Modernization, Improvement, and Service Enhancement Account (PTMISEA) grant funds. The improvements consist of the conversion of all lighting elements at the existing stations and the new PVL stations, including the Perris Transit Center, from high pressure sodium, metal halide, halogen, incandescent, and fluorescent elements to LED lighting elements, substantially reducing energy consumption, carbon footprint, and lighting maintenance costs. Procurement Process Staff determined the weighted factor method of source selection to be the most appropriate for this procurement, as it allows the Commission to identify the most advantageous proposal with price and other factors considered. Non-price factors include elements such as qualifications of firm, personnel, and the ability to respond to the Commission’s needs for electrical services as set forth under the terms of request for proposals (RFP) No. 16-24-005-00. RFP No. 16-24-005-00 for commuter rail station electrical services was released by staff on August 6, 2015. A public notice was advertised in the Press Enterprise, and the RFP was posted on the Commission’s PlanetBids website, which is accessible through the Commission’s website. Utilizing PlanetBids, emails were sent to 45 firms, ten of which are located in Riverside County. Through the PlanetBids site, ten firms downloaded the RFP; two of these firms are located in Riverside County. A pre-bid conference was held on August 19 and attended by one firm. Staff responded to all questions submitted by potential proposers prior to the August 25 clarification deadline date. Three firms – Baker Electric (Escondido); Elite Electric, Inc. (Riverside); and Wesco Electric (Torrance) – submitted proposals prior to the 2:00 p.m. submittal deadline on September 3. Two of the three firms were determined to have submitted responsive and responsible proposals. Utilizing the evaluation criteria set forth in the RFP, the two firms were evaluated and scored by an evaluation committee comprised of Commission and Bechtel staff. As a result of the evaluation committee’s assessment of the written proposals including price, the evaluation committee recommends contract award to Elite Electric, Inc. to perform station Agenda Item 9 7 electrical maintenance services for a three-year term, plus two two-year options to extend the agreement, as this firm earned the highest total evaluation score. Elite Electric, Inc. is the Commission’s incumbent electrical maintenance contractor and has been providing satisfactory services to the Commission’s rail stations. The Commission’s standard form professional services agreement will be entered into with the consultant subject to any changes approved by the Executive Director, and pursuant to legal counsel review. Outside of the routine electrical maintenance, on-call services will be provided through the Commission’s issuance of contract task orders to Elite Electric, Inc. on an as-needed basis. Staff oversight of the contract will maximize the effectiveness of the consultant and minimize costs to the Commission. Regarding the electrical lighting capital improvements, LED lighting will be procured through use of the California Multiple Award Schedules (CMAS) or State Master Agreements pursuant to Public Contract Code section 10299(a) and the RCTC Procurement Manual. Retrofit work may be awarded pursuant to a task order issued under the Elite Electric, Inc. agreement, or pursuant to CMAS/State Master Agreements. Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2015/16 FY 2016/17+ Amount: $ 530,700 $1,068,370 Source of Funds: Local Transportation Fund funds, Proposition 1B PTMISEA grant funds Budget Adjustment: No N/A GL/Project Accounting No.: 2440XX 73315 00000 0000 103 24 73301 Fiscal Procedures Approved: Date: 10/19/2015 Attachment: Standard Form Professional Services Agreement Agenda Item 9 8 Agreement No. 16-24-005-00 RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT FOR STATION ELECTRICAL MAINTENANCE SERVICES WITH ELITE ELECTRIC, INC. 1. PARTIES AND DATE. This Agreement is made and entered into this day of , 2015, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Commission") and ELITE ELECTRIC, INC. ("Contractor"), a California Corporation. 2. RECITALS. 2.1 Contractor desires to perform and assume responsibility for the provision of certain professional consulting services required by Commission on the terms and conditions set forth in this Agreement. Contractor represents that it is a professional Contractor, experienced in providing electrical maintenance services to public clients, is licensed in the State of California, and is familiar with the plans of Commission. 2.2 Commission desires to engage Contractor to render electrical maintenance services at the Commission owned commuter rail stations ("Project") as set forth herein. 3. TERMS. 3.1 General Scope of Services. Contractor promises and agrees to furnish to Commission all labor materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately provide professional consulting services and advice on various issues affecting the decisions of Commission regarding the Project and on other programs and matters affecting Commission, hereinafter referred to as "Services". The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state, and federal laws, rules and regulations. Any services performed pursuant to a Task Order (TO) issued pursuant to Section 4.0 of Exhibit "A" shall be subject to all terms and conditions of this Agreement, 17336.00000\8752982.2 9 including the indemnification and defense obligations, and shall be considered "Services" as that term is defined under the Agreement. 3.2 Term. The term of this Agreement shall be from the date first specified above to ________________, unless earlier terminated as provided herein. The Commission, at its sole discretion, may extend this Agreement for two (2) two (2)- year periods. Contractor shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. 3.3 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "A" attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, the Commission shall respond to Contractor's submittals in a timely manner. Upon request of the Commission, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.4 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Contractor under its supervision. Contractor will determine the means, method and details of performing the Services subject to the requirements of this Agreement. Commission retains Contractor on an independent contractor basis and Contractor is not an employee of Commission. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall not be employees of Commission and shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance. 3.5 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of Commission. 3.6 Substitution of Key Personnel. Contractor has represented to Commission that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence and experience upon written approval of Commission. In the event that Commission and Contractor cannot agree as to the substitution of key personnel, Commission shall be entitled to terminate this Agreement for cause, pursuant to provisions of Section 3.16 of this Agreement. The key personnel for performance of this Agreement are as follows: __________________________________. 2 17336.00000\8752982.2 10 3.7 Commission’s Representative. Commission hereby designates 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 power to act on behalf of Commission for all purposes under this Agreement. Contractor shall not accept direction from any person other than Commission's Representative or his or her designee. 3.8 Contractor’s Representative. Contractor hereby designates [___INSERT NAME OR TITLE___], or his or her designee, to act as its representative for the performance of this Agreement ("Contractor’s Representative"). Contractor’s Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor’s Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.9 Coordination of Services. Contractor agrees to work closely with Commission staff in the performance of Services and shall be available to Commission's staff, Contractors and other staff at all reasonable times. 3.10 Standard of Care; Licenses. Contractor shall perform the Services under this Agreement in a skillful and competent manner, consistent with the standard generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services and that such licenses and approvals shall be maintained throughout the term of this Agreement. Contractor shall perform, at its own cost and expense and without reimbursement from Commission, any Services necessary to correct errors or omissions which are caused by the Contractor’s failure to comply with the standard of care provided for herein, and shall be fully responsible to the Commission for all damages and other liabilities provided for in the indemnification provisions of this Agreement arising from the Contractor’s errors and omissions. 3.11 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to Commission, Contractor shall be solely responsible for all costs arising therefrom. Contractor shall defend, indemnify and hold Commission, its 3 17336.00000\8752982.2 11 officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.12 Insurance. 3.12.1 Time for Compliance. Contractor shall not commence work under this Agreement until it has provided evidence satisfactory to the Commission that it has secured all insurance required under this section, in a form and with insurance companies acceptable to the Commission. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. 3.12.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) if Contractor has an employees, Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Practices Liability limits of $1,000,000 per accident. 3.12.3 [Reserved] 3.12.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms approved by the Commission to add the following provisions to the insurance policies: 4 17336.00000\8752982.2 12 (A) General Liability. (i) Commercial General Liability Insurance must include coverage for (1) bodily Injury and property damage; (2) personal Injury/advertising Injury; (3) premises/operations liability; (4) products/completed operations liability; (5) aggregate limits that apply per Project; (6) explosion, collapse and underground (UCX) exclusion deleted; (7) contractual liability with respect to this Agreement; (8) broad form property damage; and (9) independent Contractors coverage. (ii) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to this Agreement. (iii) The policy shall give the Commission, its directors, officials, officers, employees, and agents insured status using ISO endorsement forms 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (iv) The additional insured coverage under the policy shall be “primary and non-contributory” and will not seek contribution from the Commission’s insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the Commission, its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the Commission, its directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, its directors, officials, officers, employees and agents shall be excess of the Contractor’s insurance and shall not be called upon to contribute with it in any way. (C) Workers’ Compensation and Employers Liability Coverage. (i) Contractor certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. 5 17336.00000\8752982.2 13 (ii) The insurer shall agree to waive all rights of subrogation against the Commission, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages. (i) Defense costs shall be payable in addition to the limits set forth hereunder. (ii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth herein shall be available to the Commission, its directors, officials, officers, employees and agents as additional insureds under said policies. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. (iii) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the Commission (if agreed to in a written contract or agreement) before the Commission’s own insurance or self-insurance shall be called upon to protect it as a named insured. The umbrella/excess policy shall be provided on a “following form” basis with coverage at least as broad as provided on the underlying policy(ies). (iv) Contractor shall provide the Commission at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Contractor shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Contractor shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the Commission at least ten (10) days prior to the effective date of cancellation or expiration. (v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Contractor shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Contractor shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by 6 17336.00000\8752982.2 14 another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Contractor, and any approval of said insurance by the Commission, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (vii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Commission has the right but not the duty to obtain the insurance it deems necessary and any premium paid by Commission will be promptly reimbursed by Contractor or Commission will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, Commission may cancel this Agreement. The Commission may require the Contractor to provide complete copies of all insurance policies in effect for the duration of the Project. (viii) Neither the Commission nor any of its directors, officials, officers, employees or agents shall be personally responsible for any liability arising under or by virtue of this Agreement. Each insurance policy required by this Agreement shall be endorsed to state that: 3.12.5 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the Commission. If the Commission does not approve the deductibles or self-insured retentions as presented, Contractor shall guarantee that, at the option of the Commission, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Commission, its directors, officials, officers, employees and agents; or, (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.12.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the Commission. 3.12.7 Verification of Coverage. Contractor shall furnish Commission with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the Commission. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the Commission before work commences. The Commission reserves the right to require complete, certified copies of all required insurance policies, at any time. 7 17336.00000\8752982.2 15 3.12.8 SubContractor Insurance Requirements. Contractor shall not allow any subcontractors or subContractors to commence work on any subcontract until they have provided evidence satisfactory to the Commission that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subContractors shall be endorsed to name the Commission as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Contractor, the Commission may approve different scopes or minimum limits of insurance for particular subcontractors or subContractors. 3.13 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.14 Fees and Payment. 3.14.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto. The total compensation shall not exceed [___INSERT WRITTEN DOLLAR AMOUNT___] ($[___INSERT NUMERICAL DOLLAR AMOUNT___]) without written approval of Commission's Executive Director (“Total Compensation”). Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.14.2 Payment of Compensation. Contractor shall submit to Commission a monthly statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. Commission shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.14.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by Commission. 3.14.4 Extra Work. At any time during the term of this Agreement, 8 17336.00000\8752982.2 16 Commission may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by Commission to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from Commission's Executive Director. 3.15 Accounting Records. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred and fees charged under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of Commission during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.16 Termination of Agreement. 3.16.1 Grounds for Termination. Commission may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof. Upon termination, Contractor shall be compensated only for those services which have been fully and adequately rendered to Commission through the effective date of the termination, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause. 3.16.2 Effect of Termination. If this Agreement is terminated as provided herein, Commission may require Contractor to provide all finished or unfinished Documents and Data, as defined below, and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 3.16.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, Commission may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.17 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: 9 17336.00000\8752982.2 17 CONTRACTOR: COMMISSION: ______________________ Riverside County ______________________ Transportation Commission ______________________ 4080 Lemon Street, 3rd Floor _____________________ Riverside, CA 92501 Attn: ________________ Attn: Executive Director Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.18 Ownership of Materials/Confidentiality. 3.18.1 Documents & Data. This Agreement creates an exclusive and perpetual license for Commission to copy, use, modify, reuse, or sub-license any and all copyrights and designs embodied in plans, specifications, studies, drawings, estimates, materials, data and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement (“Documents & Data”). Contractor shall require all subcontractors to agree in writing that Commission is granted an exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to grant the exclusive and perpetual license for all such Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Contractor or provided to Contractor by the Commission. Commission shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at Commission’s sole risk. 3.18.2 Intellectual Property. In addition, Commission shall have and retain all right, title and interest (including copyright, patent, trade secret and other proprietary rights) in all plans, specifications, studies, drawings, estimates, materials, data, computer programs or software and source code, enhancements, documents, and any and all works of authorship fixed in any tangible medium or expression, including but not limited to, physical drawings or other data magnetically or otherwise recorded on computer media (“Intellectual Property”) prepared or developed by or on behalf of Contractor under this Agreement as well as any other such Intellectual Property prepared or developed by or on behalf of Contractor under this Agreement. 10 17336.00000\8752982.2 18 The Commission shall have and retain all right, title and interest in Intellectual Property developed or modified under this Agreement whether or not paid for wholly or in part by Commission, whether or not developed in conjunction with Contractor, and whether or not developed by Contractor. Contractor will execute separate written assignments of any and all rights to the above referenced Intellectual Property upon request of Commission. Contractor shall also be responsible to obtain in writing separate written assignments from any subcontractors or agents of Contractor of any and all right to the above referenced Intellectual Property. Should Contractor, either during or following termination of this Agreement, desire to use any of the above-referenced Intellectual Property, it shall first obtain the written approval of the Commission. All materials and documents which were developed or prepared by the Contractor for general use prior to the execution of this Agreement and which are not the copyright of any other party or publicly available and any other computer applications, shall continue to be the property of the Contractor. However, unless otherwise identified and stated prior to execution of this Agreement, Contractor represents and warrants that it has the right to grant the exclusive and perpetual license for all such Intellectual Property as provided herein. Commission further is granted by Contractor a non-exclusive and perpetual license to copy, use, modify or sub-license any and all Intellectual Property otherwise owned by Contractor which is the basis or foundation for any derivative, collective, insurrectional, or supplemental work created under this Agreement. 3.18.3 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without the prior written consent of Commission, be used by Contractor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use Commission's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of Commission. 3.18.4 Infringement Indemnification. Contractor shall defend, indemnify and hold the Commission, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence 11 17336.00000\8752982.2 19 of the use on the Project by Commission of the Documents & Data, including any method, process, product, or concept specified or depicted. 3.19 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.20 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and costs of such actions. 3.21 Indemnification. Contractor shall defend, indemnify and hold the Commission, its directors, officials, officers, agents, Contractors, employees and volunteers free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or in equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged negligent acts, omissions or willful misconduct of the Contractor, its officials, officers, employees, agents, Contractors, and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation, the payment of all consequential damages, attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor’s own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the Commission, its directors, officials, officers, agents, Contractors, employees and volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against the Commission or its directors, officials, officers, agents, Contractors, employees and volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse the Commission and its directors, officials, officers, agents, Contractors, employees and volunteers, for any and all legal expenses and costs, including reasonable attorney’s fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor’s obligation to indemnity shall not be restricted to insurance proceeds, if any, received by the Commission or its directors, officials, officers, agents, Contractors, employees and volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. This Section 3.21 shall survive any expiration or termination of this Agreement. 3.22 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be supplemented, amended, or modified by a writing signed by both parties. 3.23 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. 12 17336.00000\8752982.2 20 3.24 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.25 Commission's Right to Employ Other Contractors. The Commission reserves the right to employ other Contractors in connection with this Project. 3.26 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties, and shall not be assigned by Contractor without the prior written consent of Commission. 3.27 Prohibited Interests and Conflicts. 3.27.1 Solicitation. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, Commission shall have the right to rescind this Agreement without liability. 3.27.2 Conflict of Interest. For the term of this Agreement, no member, officer or employee of Commission, during the term of his or her service with Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.27.3 Conflict of Employment. Employment by the Contractor of personnel currently on the payroll of the Commission shall not be permitted in the performance of this Agreement, even though such employment may occur outside of the employee’s regular working hours or on weekends, holidays or vacation time. Further, the employment by the Contractor of personnel who have been on the Commission payroll within one year prior to the date of execution of this Agreement, where this employment is caused by and or dependent upon the Contractor securing this or related Agreements with the Commission, is prohibited. 3.27.4 Employment Adverse to the Commission. Contractor shall notify the Commission, and shall obtain the Commission’s written consent, prior to accepting work to assist with or participate in a third-party lawsuit or other legal or administrative proceeding against the Commission during the term of this Agreement. 3.28 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related 13 17336.00000\8752982.2 21 to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provi- sions of Commission's Disadvantaged Business Enterprise program, Affirmative Action Plan or other related Commission programs or guidelines currently in effect or hereinafter enacted. 3.29 Subcontracting. Contractor shall not subcontract any portion of the work or Services required by this Agreement, except as expressly stated herein, without prior written approval of the Commission. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 3.30 Prevailing Wages. By its execution of this Agreement, Contractor certified that it is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et 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, Contractor agrees to fully comply with such Prevailing Wage Laws. The Commission shall provide Contractor with a copy of the prevailing rate of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the Commission, its 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. 3.30.1 DIR Registration. Effective March 1, 2015, if the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subContractors must be registered with the Department of Industrial Relations. If applicable, Contractor shall maintain registration for the duration of the Project and require the same of any subContractors. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. 3.31 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 14 17336.00000\8752982.2 22 trade in which he or she is employed and shall be employed only in the craft or trade to which he or she is registered. If California Labor Code Section 1777.5 applies to the Services, Contractor and any subcontractor hereunder who employs workers in any apprenticeable craft or trade shall apply to the joint apprenticeship council administering applicable standards for a certificate approving Contractor or any sub-Contractor for the employment and training of apprentices. Upon issuance of this certificate, Contractor and any sub-Contractor shall employ the number of apprentices provided for therein, as well as contribute to the fund to administer the apprenticeship program in each craft or trade in the area of the work hereunder. The parties expressly understand that the responsibility for compliance with provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California Labor Code in regard to all apprenticeable occupations lies with Contractor. 3.32 No Waiver. Failure of Commission to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times. 3.33 Eight-Hour Law. Pursuant to the provisions of the California Labor Code, eight hours of labor shall constitute a legal day's work, and the time of service of any worker employed on the work shall be limited and restricted to eight hours during any one calendar day, and forty hours in any one calendar week, except when payment for overtime is made at not less than one and one-half the basic rate for all hours worked in excess of eight hours per day ("Eight-Hour Law"), unless Contractor or the Services are not subject to the Eight-Hour Law. Contractor shall forfeit to Commission as a penalty, $50.00 for each worker employed in the execution of this Agreement by him, or by any sub-Contractor under him, for each calendar day during which such workman is required or permitted to work more than eight hours in any calendar day and forty hours in any one calendar week without such compensation for overtime violation of the provisions of the California Labor Code, unless Contractor or the Services are not subject to the Eight-Hour Law. 3.34 Subpoenas or Court Orders. Should Contractor receive a subpoena or court order related to this Agreement, the Services or the Project, Contractor shall immediately provide written notice of the subpoena or court order to the Commission. Contractor shall not respond to any such subpoena or court order until notice to the Commission is provided as required herein, and shall cooperate with the Commission in responding to the subpoena or court order. 3.35 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not 15 17336.00000\8752982.2 23 limited to, the indemnification and confidentiality obligations, and the obligations related to receipt of subpoenas or court orders, shall survive any such expiration or termination. 3.36 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.37 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.38 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.39 Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 3.40 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.41 Conflicting Provisions. In the event that provisions of any attached exhibits conflict in any way with the provisions set forth in this Agreement, the language, terms and conditions contained in this Agreement shall control the actions and obligations of the Parties and the interpretation of the Parties’ understanding concerning the performance of the Services. 3.42 Headings. Article and Section Headings, paragraph captions or marginal headings contained in this Agreement are for convenience only and shall have no effect in the construction or interpretation of any provision herein. 3.43 Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein, without the prior written consent of the Commission. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.44 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. [SIGNATURES ON FOLLOWING PAGE] 16 17336.00000\8752982.2 24 SIGNATURE PAGE TO RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT FOR STATION ELECTRICAL MAINTENANCE SERVICES WITH [___CONTRACTOR___] IN WITNESS WHEREOF, this Agreement was executed on the date first written above. RIVERSIDE COUNTY CONTRACTOR TRANSPORTATION COMMISSION [INSERT NAME OF CONTRACTOR] By: _________________________ By: ____________________________ Daryl R. Busch Signature Chair __________________________ Name __________________________ Title Approved as to Form: Attest: By: ____________________________ By: ________________________ Best Best & Krieger LLP Its: Secretary General Counsel 17 17336.00000\8752982.2 25 EXHIBIT "A" - SCOPE OF SERVICES [TO BE INSERTED] EXHIBIT "B" - COMPENSATION [TO BE INSERTED] A-1 17336.00000\8752982.2 26 AGENDA ITEM 10 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: October 26, 2015 TO: Western Riverside County Programs and Projects Committee FROM: Dan Mathers, Facilities Administrator THROUGH: Marlin Feenstra, Project Delivery Director SUBJECT: Agreement for Station Pest Control Services STAFF RECOMMENDATION: This item is for the Committee to: 1) Award Agreement No. 16-24-015-00 to Global Pest Solutions for the provision of station pest control services for a three-year term, plus two two-year options to extend the agreement, in an amount of $34,776 for maintenance and on-call services, plus a contingency amount of $3,478, for a total amount not to exceed $38,254; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement, including option years, on behalf of the Commission; 3) Authorize the Executive Director, or designee, to execute task orders awarded to the contractor under the terms of the agreement; 4) Authorize the Executive Director, or designee, to approve contingency work up to the total amount not to exceed as required for these services; and 5) Forward to the Commission for final action. BACKGROUND INFORMATION: Station pest control services are an important component in providing a safe environment for the commuter rail passengers as well as preserving and maintaining the Commission’s property investments. This is especially important at the new Perris Valley Line stations which are located in previously vacant acreage and where the incidence of animal pests moving around the stations may be more prevalent. Staff recommends approval of pest control services for the five Commission owned commuter rail stations – Riverside Downtown, La Sierra, North Main Corona, Pedley, West Corona, and the Perris Transit Center, and extension of these services for the three new stations – Moreno Valley/March Field, Riverside Hunter Park and South Perris. Agenda Item 10 27 Procurement Process On September 3, 2015, the Commission sent out an informal Invitation for Quote (IFQ) No. 16-24-015-00 for station pest control services. The IFQ was emailed to six firms listed on the PlanetBids website, two of which are located in Riverside County. Staff responded to all questions submitted by potential bidders prior to the September 10 clarification deadline date. On September 17, two bids were received from Global Pest Solutions (Riverside) and Pest Options Inc. (Anaheim). The basis for award for this IFQ is the lowest responsive and responsible bidder as defined by the Commission’s procurement policy and state law. The bid analysis determined that the lowest responsible and responsive bidder is Global Pest Solutions with a bid amount of $28,980 for bi-monthly services. This is an on-call agreement, which consists of fixed prices for routine bi-monthly maintenance services, labor rates, and miscellaneous pest control services. On a bi-monthly basis, the contractor will perform routine pest control maintenance for the Commission-owned commuter rail stations. Outside of the routine pest control maintenance, on-call services estimated at $5,796 will be provided through the Commission’s issuance of contract task orders on an as-needed basis. The contractor is not subject to compensation for on-call task order work until such work is approved by staff. Staff oversight of the contract will maximize the effectiveness of the consultant and minimize costs to the Commission. Staff also recommends a 10 percent contingency of $3,478 for pest control services. Staff recommends award of Agreement No. 16-24-015-00 for station pest control services to Global Pest Solutions with bi-monthly maintenance services to begin in February 2016. The Commission’s standard form professional services agreement will be entered into with the consultant, subject to any changes approved by the Executive Director, and pursuant to legal counsel review. Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2015/16 FY 2016/17+ Amount: $2,750 $35,504 Source of Funds: Local Transportation Funds Budget Adjustment: No N/A GL/Project Accounting No.: 2440XX 73304 00000 0000 103 24 73301 Fiscal Procedures Approved: Date: 10/19/2015 Attachment: Standard Form Professional Services Agreement Agenda Item 10 28 Agreement No. 16-24-015-00 RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT FOR PEST CONTROL SERVICES WITH GLOBAL PEST SOLUTIONS 1. PARTIES AND DATE. This Agreement is made and entered into this _ day of ____ , 2015, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Commission") and GLOBAL PEST SOLUTIONS ("Consultant"), a California corporation. 2. RECITALS. 2.1 Consultant desires to perform and assume responsibility for the provision of certain professional consulting services required by Commission on the terms and conditions set forth in this Agreement. Consultant represents that it is a professional consultant, experienced in providing pest control services to public clients, is licensed in the State of California, and is familiar with the plans of Commission. 2.2 Commission desires to engage Consultant to render certain consulting services for the Commission-owned Commuter Rail Stations ("Project") as set forth herein. 3. TERMS. 3.1 General Scope of Services. Consultant promises and agrees to furnish to Commission all labor materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately provide professional consulting services and advice on various issues affecting the decisions of Commission regarding the Project and on other programs and matters affecting Commission, hereinafter referred to as "Services". The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state, and federal laws, rules and regulations. 3.2 Term. The term of this Contract shall be from February 1, 2016 (“Effective Date”) through January 31, 2019 unless earlier terminated as provided herein. The Commission, at its sole discretion, may extend this Agreement for two (2) additional 17336.00000\8752982.2 29 two-year terms. Consultant shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. 3.3 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, the Commission shall respond to Consultant's submittals in a timely manner. Upon request of the Commission, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.4 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant under its supervision. Consultant will determine the means, method and details of performing the Services subject to the requirements of this Agreement. Commission retains Consultant on an independent contractor basis and Consultant is not an employee of 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 not be employees of Commission and 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 under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance. 3.5 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of Commission. 3.6 Substitution of Key Personnel. Consultant has represented to Commission that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence and experience upon written approval of Commission. In the event that Commission and Consultant cannot agree as to the substitution of key personnel, Commission shall be entitled to terminate this Agreement for cause, pursuant to provisions of Section 3.16 of this Agreement. The key personnel for performance of this Agreement are as follows: Chenoa Morris. 3.7 Commission’s Representative. Commission hereby designates 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 power to act on behalf of Commission for all purposes 2 17336.00000\8752982.2 30 under this Agreement. Consultant shall not accept direction from any person other than Commission's Representative or his or her designee. 3.8 Consultant’s Representative. Consultant hereby designates Chenoa Morris, or his or her designee, to act as its representative for the performance of this Agreement ("Consultant’s Representative"). Consultant’s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.9 Coordination of Services. Consultant agrees to work closely with Commission staff in the performance of Services and shall be available to Commission's staff, consultants and other staff at all reasonable times. 3.10 Standard of Care; Licenses. Consultant shall perform the Services under this Agreement in a skillful and competent manner, consistent with the standard generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from Commission, any Services necessary to correct errors or omissions which are caused by the 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. 3.11 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. 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 Commission, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold Commission, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3 17336.00000\8752982.2 31 3.12 Insurance. 3.12.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the Commission that it has secured all insurance required under this section, in a form and with insurance companies acceptable to the Commission. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. 3.12.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) if Consultant has an employees, Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Practices Liability limits of $1,000,000 per accident. 3.12.3 [Reserved] 3.12.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the Commission to add the following provisions to the insurance policies: (A) General Liability. (i) Commercial General Liability Insurance must include coverage for (1) bodily Injury and property damage; (2) personal 4 17336.00000\8752982.2 32 Injury/advertising Injury; (3) premises/operations liability; (4) products/completed operations liability; (5) aggregate limits that apply per Project; (6) explosion, collapse and underground (UCX) exclusion deleted; (7) contractual liability with respect to this Agreement; (8) broad form property damage; and (9) independent consultants coverage. (ii) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to this Agreement. (iii) The policy shall give the Commission, its directors, officials, officers, employees, and agents insured status using ISO endorsement forms 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (iv) The additional insured coverage under the policy shall be “primary and non-contributory” and will not seek contribution from the Commission’s insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the Commission, its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the 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. (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) The insurer shall agree to waive all rights of subrogation against the Commission, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. 5 17336.00000\8752982.2 33 (D) All Coverages. (i) Defense costs shall be payable in addition to the limits set forth hereunder. (ii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth herein shall be available to the Commission, its directors, officials, officers, employees and agents as additional insureds under said policies. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. (iii) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the Commission (if agreed to in a written contract or agreement) before the Commission’s own insurance or self-insurance shall be called upon to protect it as a named insured. The umbrella/excess policy shall be provided on a “following form” basis with coverage at least as broad as provided on the underlying policy(ies). (iv) Consultant shall provide the Commission at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the Commission at least ten (10) days prior to the effective date of cancellation or expiration. (v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of 6 17336.00000\8752982.2 34 said insurance by the Commission, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (vii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Commission has the right but not the duty to obtain the insurance it deems necessary and any premium paid by Commission will be promptly reimbursed by Consultant or Commission will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, Commission may cancel this Agreement. The Commission may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (viii) Neither the Commission nor any of its directors, officials, officers, employees or agents shall be personally responsible for any liability arising under or by virtue of this Agreement. Each insurance policy required by this Agreement shall be endorsed to state that: 3.12.5 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the Commission. If the Commission does not approve the deductibles or self-insured retentions as presented, 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. 3.12.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the Commission. 3.12.7 Verification of Coverage. Consultant shall furnish Commission with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the Commission. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the Commission before work commences. The Commission reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.12.8 Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the Commission that they have 7 17336.00000\8752982.2 35 secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the Commission as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, the Commission may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 3.13 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.14 Fees and Payment. 3.14.1 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. The total compensation shall not exceed [___INSERT WRITTEN DOLLAR AMOUNT___] ($[___INSERT NUMERICAL DOLLAR AMOUNT___]) without written approval of Commission's Executive Director (“Total Compensation”). Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.14.2 Payment of Compensation. Consultant shall submit to Commission a monthly 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. Commission shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.14.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by Commission. 3.14.4 Extra Work. At any time during the term of this Agreement, Commission may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by Commission to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, 8 17336.00000\8752982.2 36 nor be compensated for, Extra Work without written authorization from Commission's Executive Director. 3.15 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred and fees charged under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of Commission during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.16 Termination of Agreement. 3.16.1 Grounds for Termination. Commission may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof. Upon termination, Consultant shall be compensated only for those services which have been fully and adequately rendered to Commission through the effective date of the termination, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.16.2 Effect of Termination. If this Agreement is terminated as provided herein, Commission may require Consultant to provide all finished or unfinished Documents and Data, as defined below, and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.16.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, Commission may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.17 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: 9 17336.00000\8752982.2 37 CONSULTANT: COMMISSION: ______________________ Riverside County ______________________ Transportation Commission ______________________ 4080 Lemon Street, 3rd Floor _____________________ Riverside, CA 92501 Attn: ________________ Attn: Executive Director Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.18 Ownership of Materials/Confidentiality. 3.18.1 Documents & Data. This Agreement creates an exclusive and perpetual license for Commission to copy, use, modify, reuse, or sub-license any and all copyrights and designs embodied in plans, specifications, studies, drawings, estimates, materials, data and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). 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. 10 17336.00000\8752982.2 38 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 performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of Commission, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use Commission's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of Commission. 3.18.4 Infringement Indemnification. Consultant shall defend, indemnify and hold the Commission, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence 11 17336.00000\8752982.2 39 of the use on the Project by Commission of the Documents & Data, including any method, process, product, or concept specified or depicted. 3.19 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.20 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and costs of such actions. 3.21 Indemnification. Consultant shall defend, indemnify and hold the Commission, its directors, officials, officers, agents, consultants, employees and volunteers free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or in equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged negligent acts, omissions or willful misconduct of the 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 all consequential damages, 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 the Commission, its directors, officials, officers, agents, consultants, employees and volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against the Commission or its directors, officials, officers, agents, consultants, employees and volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse the Commission and its directors, officials, officers, agents, consultants, employees and volunteers, for any and all legal expenses and costs, including reasonable attorney’s fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant’s obligation to indemnity shall not be restricted to insurance proceeds, if any, received by the Commission or its directors, officials, officers, agents, consultants, employees and volunteers. 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. This Section 3.21 shall survive any expiration or termination of this Agreement. 3.22 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be supplemented, amended, or modified by a writing signed by both parties. 3.23 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. 12 17336.00000\8752982.2 40 3.24 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.25 Commission's Right to Employ Other Consultants. The Commission reserves the right to employ other consultants in connection with this Project. 3.26 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties, and shall not be assigned by Consultant without the prior written consent of Commission. 3.27 Prohibited Interests and Conflicts. 3.27.1 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, Commission shall have the right to rescind this Agreement without liability. 3.27.2 Conflict of Interest. For the term of this Agreement, no member, officer or employee of Commission, during the term of his or her service with Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.27.3 Conflict of Employment. Employment by the Consultant of personnel currently on the payroll of the Commission shall not be permitted in the performance of this Agreement, even though such employment may occur outside of the employee’s regular working hours or on weekends, holidays or vacation time. Further, the employment by the Consultant of personnel who have been on the Commission payroll within one year prior to the date of execution of this Agreement, where this employment is caused by and or dependent upon the Consultant securing this or related Agreements with the Commission, is prohibited. 3.27.4 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. 3.28 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related 13 17336.00000\8752982.2 41 to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provi- sions of Commission's Disadvantaged Business Enterprise program, Affirmative Action Plan or other related Commission programs or guidelines currently in effect or hereinafter enacted. 3.29 Subcontracting. 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. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 3.30 Prevailing Wages. By its execution of this Agreement, Consultant certified that it is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et 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. The Commission shall provide Consultant with a copy of the prevailing rate of per diem wages in effect at the commencement of this Agreement. 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. 3.30.1 DIR Registration. Effective March 1, 2015, if the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations. If applicable, Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. 3.31 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 14 17336.00000\8752982.2 42 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. 3.32 No Waiver. Failure of Commission to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times. 3.33 Eight-Hour Law. Pursuant to the provisions of the California Labor Code, eight hours of labor shall constitute a legal day's work, and the time of service of 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. 3.34 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. 3.35 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not 15 17336.00000\8752982.2 43 limited to, the indemnification and confidentiality obligations, and the obligations related to receipt of subpoenas or court orders, shall survive any such expiration or termination. 3.36 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.37 Labor Certification. By its signature hereunder, 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. 3.38 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.39 Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 3.40 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.41 Conflicting Provisions. In the event that provisions of any attached exhibits conflict in any way with the provisions set forth in this Agreement, the language, terms and conditions contained in this Agreement shall control the actions and obligations of the Parties and the interpretation of the Parties’ understanding concerning the performance of the Services. 3.42 Headings. Article and Section Headings, paragraph captions or marginal headings contained in this Agreement are for convenience only and shall have no effect in the construction or interpretation of any provision herein. 3.43 Assignment or Transfer. 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. 3.44 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. [SIGNATURES ON FOLLOWING PAGE] 16 17336.00000\8752982.2 44 SIGNATURE PAGE TO RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT FOR PEST CONTROL SERVICES WITH GLOBAL PEST SOLUTIONS IN WITNESS WHEREOF, this Agreement was executed on the date first written above. RIVERSIDE COUNTY GLOBAL PEST SOLUTIONS TRANSPORTATION COMMISSION By: _________________________ By: ____________________________ Daryl R. Busch Signature Chair __________________________ Name __________________________ Title Approved as to Form: Attest: By: ____________________________ By: ________________________ Best Best & Krieger LLP Its: Secretary General Counsel 17 17336.00000\8752982.2 45 EXHIBIT "A" SCOPE OF SERVICES [ATTACHED BEHIND THIS PAGE] A-1 17336.00000\8752982.2 46 EXHIBIT "B" STATION LOCATIONS B-1 17336.00000\8752982.2 47 EXHIBIT "C" COMPENSATION [ATTACHED BEHIND THIS PAGE] C-1 17336.00000\8752982.2 48 AGENDA ITEM 11 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: October 26, 2015 TO: Western Riverside County Programs and Projects Committee FROM: Jillian Guizado, Management Analyst Brian Cunanan, Commuter and Motorist Assistance Manager THROUGH: Robert Yates, Multimodal Services Director SUBJECT: Operation of the Freeway Service Patrol Program in Riverside County STAFF RECOMMENDATION: This item is for the Committee to: 1) Approve Agreement No. 16-45-033-00 with the California Department of Transportation (Caltrans) for the operation of the Riverside County Freeway Service Patrol (FSP) program in the amount of $1,559,523 in state funding for FY 2015/16; 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 1986, the Commission established itself as the Riverside County Service Authority for Freeway Emergencies (RC SAFE) after the enactment of SB 1199 in 1985. The purpose of the formation of SAFEs in California was to provide call box services and, with excess funds, provide additional motorist aid services. Funding for RC SAFE is derived from a one dollar per vehicle registration fee on vehicles registered in Riverside County. Initially, these funds were used only for the call box program. As additional motorist aid services were developed, SAFE funds were also used to provide FSP and the Inland Empire 511 traveler information services as part of a comprehensive motorist aid system in Riverside County. In 1990, Proposition C was passed to fund transportation improvements and to help reduce traffic congestion in California. From this, the FSP program was created by Caltrans, which developed the corresponding Local Funding Allocation Plan to distribute funds to participating jurisdictions through a formula based on population, urban freeway lane miles, and levels of congestion. The Commission, acting in its capacity as the RC SAFE, is the principal agency in Riverside County, in partnership with Caltrans and the California Highway Patrol, managing the FSP program. The purpose of the FSP program is to provide a continuously roving tow services patrol along designated freeway segments (referred to as beats) to relieve freeway congestion Agenda Item 11 49 and facilitate the rapid removal of disabled vehicles and those involved in minor accidents on local freeways. Currently, the Commission contracts with four tow truck operators to provide service on a total of nine beats Monday through Friday during the peak commute hours, 5:30 a.m. to 8:30 a.m. and 2:30 p.m. (12:30 p.m. on Fridays) to 6:30 p.m. In FY 2014/15, FSP performed over 42,000 assists. DISCUSSION: In October 2015, the Commission received the attached fund transfer agreement from Caltrans for FY 2015/16. Caltrans funding agreements are reimbursement-based and allow for the carryover of contract balances not expended in the agreement’s stated fiscal year. This allows the Commission to fully expend allocated amounts and also helps to accommodate the timing of the Caltrans allocation release, which is typically later during the fiscal year for which it is intended. The table below summarizes the use of these funding agreements by fiscal year: Amount Expended Caltrans Funding Agreement No. FY 2010/11 FY 2011/12 FY 2012/13 FY 2013/14 FY 2014/15 FY 2015/16 10-45-036-00 ($1,657,171) $1,464,528 11-45-105-00 ($1,577,721) $303,402 $1,274,319 12-45-068-00 ($1,653,564) $536,958 $1,116,606 13-45-075-00 ($1,606,567) $621,880 $984,687 14-45-084-00 ($1,557,104) $782,185 $774,919 15-45-027-00 ($1,635,846) $1,107,166 $528,680 The Caltrans funding agreement for FY 2015/16 provides for continued state funding in the amount of $1,559,523. The Commission will fund the required local match of $399,881 with RC SAFE revenues. As with prior funding agreements, any state funds not claimed in the current fiscal year will be carried over and claimed in FY 2016/17. A budget adjustment is not required and upon approval of this agenda item, the Commission will execute this fund transfer agreement with Caltrans. Agenda Item 11 50 Financial Information In Fiscal Year Budget: Yes N/A Year: 2015/16 2016/17 Amount: $1,300,000 $ 259,523 Source of Funds: State of California Budget Adjustment: No N/A GL/Project Accounting No.: 002173 415 41508 0000 201 45 41505 Fiscal Procedures Approved: Date: 10/19/2015 Attachment: FSP Fund Transfer Agreement Agenda Item 11 51 52 53 54 55 56 57 58 59