HomeMy Public PortalAbout10 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
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Absent
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RIVERSIDE COUNTY TRANSPORTATION COMMISSION
WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS SIGN-IN SHEET
October 26, 2015
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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
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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:
__________________________________.
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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
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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:
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(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.
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(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
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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.
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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,
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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:
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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.
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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
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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.
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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
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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
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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
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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]
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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
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EXHIBIT "A" - SCOPE OF SERVICES [TO BE INSERTED]
EXHIBIT "B" - COMPENSATION [TO BE INSERTED]
A-1
17336.00000\8752982.2
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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
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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
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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.
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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
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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.
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(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
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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
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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,
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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:
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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.
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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
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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.
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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
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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
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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
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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]
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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
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EXHIBIT "A"
SCOPE OF SERVICES
[ATTACHED BEHIND THIS PAGE]
A-1
17336.00000\8752982.2
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EXHIBIT "B"
STATION LOCATIONS
B-1
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EXHIBIT "C"
COMPENSATION
[ATTACHED BEHIND THIS PAGE]
C-1
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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
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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.
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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
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