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04 April 25, 2016 Western Riverside County Programs and Projects
TIME: DATE: LOCATION: RIVERSIDE COUNTY TRANSPORTATION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE MEETING AGENDA 1:30 p.m. Monday, April 25, 2016 BOARDROOM County of Riverside Administrative Center 4080 Lemon Street, First Floor, Riverside 'P-COMMITTEE MEMBERS~ Ben Benoit, Chair I Timothy Walker, City of Wildomar Deborah Franklin, Vice Chair I Art Welch, City of Banning Karen Spiegel I Randy Fox, City of Corona Adam Rush/ Clint Larimore, City of Eastvale Frank Johnston/ Brian Berkson, City of Jurupa Valley Scott Mann I John Denver, City of Menifee Yxstian Gutierrez I Jesse Molina, City of Moreno Valley Berwin Hanna I Ted Hoffman, City of Norco Daryl Busch I Rita Rogers, City of Perris Andrew Kotyuk I Mark Bartel, City of San Jacinto Kevin Jeffries, County of Riverside, District I Marion Ashley, County of Riverside, District V 'P-STAFF~ Anne Mayer, Executive Director John Standiford, Deputy Executive Director 'P-AREAS OF RESPONSIBILITY~ Air Quality, Capital Projects, Communications and Outreach Programs, lntermodal Programs, Motorist Services, New Corridors, Regional Agencies/Regional Planning, Regional Transportation Improvement Program (RTIP), Specific Transit Projects, State Transportation Improvement Program (STIP), Transportation Uniform Mitigation Fee (TUMF) Program, and Provide Policy Direction on Transportation Programs and Projects 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-00030 Rivenide County Transportation Commission TO: FROM: DATE: SUBJECT: Riverside County Transportation Commission Jennifer Harmon, Clerk of the Board April 20, 2016 Possible Conflicts of Interest Issues -Western Riverside County Programs and Projects Committee Agenda of April 25, 2016 The April 25 agenda of the WRC Programs and Projects Committee includes items which may raise possible conflicts of interest. A RCTC member may not participate in any discussion or action concerning a contract or amendment if a campaign contribution of more than $250 is received in the past 12 months or 3 months following the conclusion from any entity or individual listed. Agenda Item No. 9 -Agreements for On-Call Painting Services for the Commuter Rail Stations and Riverside Downtown Operations Control Center Consultant(s): lnterlog Corporation dba lnterlog Construction Justin Kwon, President 1295 N. Knollwood Circle Anaheim, CA 92801 U.S. National Corp. Mary Martinez, Operations Manager 14416 Chase Street, Suite 4929 Panorama City, CA 91412 Agenda Item No. 10 -Agreement for Elevator Maintenance, Inspection, and Repair Services Consultant(s): Pacific Coast Elevator dba Amtech Elevator Services Daniel Buttrey, Manager 1550 South Sunkist Street, Suite A Anaheim, CA 92806 Alexandra Rackerby From: Sent: To: Subject: Thank you!© Karen Spiegel [spiegel18@aol.com] Wednesday, April 27, 2016 4:41 PM Jennifer Harmon; Anne Mayer; Hector Casillas; Alexandra Rackerby; Tara Byerly RE: RCTC: Elevator Permits Sent from AOL Mobile Mail On "7, 20 l 6 Jennili:?r I larmon <JHarmon@rctc.org> wrote: Good afternoon WRC Programs and Projects Committee Members: In response to Commissioner Karen Spiegel's question regarding elevator permits during Monday's Western Riverside County Programs and Projects Committee meeting, Acting Facilities Administrator Hector Casillas provides the following information: • In California, there is an office within the Department of Industrial Relations known as Elevator Ride and Tramway Unit. According to the Commission's contractor, state inspections are running approximately six months behind schedule. • Once an inspection is complete, the state office will send its findings directly to the Commission. The Commission has 30 days to remedy compliance issues, if any. • The state will then issue a compliance certificate for immediate posting. • The Commission's elevator maintenance program is proactive without any history of major compliance issues with the state. The elevators are critical to providing safe and effective customer service for our commuter rail customers. Respectfully, Clerk of the Board 1 RIVERSIDE COUNTY TRANSPORTATION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE www.rctc.org AGENDA* *Actions may be taken on any item listed on the agenda 1:30p.m. Monday, April 25, 2016 BOARDROOM County Administrative Center 4080 Lemon Street, First Floor Riverside, California In compliance with the Brown Act and Government Code Section 54957.5, agenda materials distributed 72 hours prior to the meeting, which are public records relating to open session agenda items, will be available for inspection by members of the public prior to the meeting at the Commission office, 4080 Lemon Street, Third Floor, Riverside, CA, and on the Commission's website, www.rctc.org. In compliance with the Americans with Disabilities Act, 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. ATIENDANCE / 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 April 25, 2016 Page 2 5. APPROVAL OF MINUTES-OCTOBER 26, 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. EXPRESS LANES PRIVACY POLICY Pagel Overview This item is for the Committee to: 1) Adopt Resolution 16-008, "Resolution of the Riverside County Transportation Commission Regarding the Express Lanes Privacy Policy"; and 2) Forward to the Commission for final action. 8. ADOPTION OF RESOLUTION CERTIFYING THE LA SIERRA STATION PARKING LOT EXPANSION PROJECT INITIAL STUDY/MITIGATED NEGATIVE DECLARATION AND APPROVAL OF THE LA SIERRA STATION PARKING LOT EXPANSION PROJECT Pagel Overview This item is for the Committee to: 1) Adopt Resolution No 16-009, "Resolution of the Riverside County Transportation Commission Adopting a Mitigated Negative Declaration and Approving a Mitigation Monitoring and Reporting Program for the La Sierra Station Parking Lot Expansion Project and Approving the Project"; 2) Approve the La Sierra Station Parking lot expansion project in accordance with the California Environmental Quality Act (CEQA); and 3) Forward to the Commission for final action. Western Riverside County Programs and Projects Committee April 25, 2016 Page 3 9. AGREEMENTS FOR ON-CALL PAINTING SERVICES FOR THE COMMUTER RAIL STATIONS AND RIVERSIDE DOWNTOWN OPERATIONS CONTROL CENTER Page 16 Overview This item is for the Committee to: 1) Award the following agreements to provide on-call painting services for a three-year term, and two two-year options to extend the agreement, in an amount of $1.2 million, plus a contingency amount of $150,000, for a total amount not to exceed an aggregate value of $1,350,000; a) Agreement No. 16-24-013-00 with lnterlog Corporation dba lnterlog Construction; and b) Agreement No. 16-24-076-00 with U.S. National Corp. dba Jimenez Painting Company; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements, including option years, 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; 4) Authorize the Executive Director or designee to approve contingency work as may be required for the project; and 5) Forward to the Commission for final action. 10. AGREEMENT FOR ELEVATOR MAINTENANCE, INSPECTION, AND REPAIR SERVICES Page38 Overview This item is for the Committee to: 1) Award Agreement No. 16-24-060-00 to Pacific Coast Elevator dba Amtech Elevator Services (Amtech) for the provision of elevator maintenance, inspection, and repair services for a three-year term, and two two-year options to extend the agreement, in an amount of $550,000, plus a contingency amount of $55,000, for a total amount not to exceed $605,000; 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 not to exceed amount as required for these services; and 5) Forward to the Commission for final action. Western Riverside County Programs and Projects Committee April 25, 2016 Page 4 11. FISCAL YEAR 2016/17 SAN BERNARDINO ASSOCIATED GOVERNMENTS AGREEMENT FOR INLAND EMPIRE RIDESHARE AND 511 SERVICES Overview Page 60 This item is for the Committee to: 1) Approve Agreement No. 16-41-088-00 with the San Bernardino Associated Governments (SANBAG) as part of the Commission's continuing bi-county partnership with SANBAG to deliver commuter/employer rideshare services and operation of the Inland Empire 511 (IE511) system for fiscal year 2016/17 in an amount not to exceed $1.5 million; 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, May 23, 2016, Board Chambers, First Floor, County Administrative Center, 4080 Lemon Street, Riverside. RIVERSIDE COUNTY TRANSPORTATION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE 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 ROLL CALL April 25, 2016 Present * D ~ ~ % D ~ D D Absent D D % D D D D % D D ~ DATE: '#-41( DETACH AND SUBMIT TO THE CLERK OF THE BOARD CHECK IF I I SUBJECT OF A t i J_ _L, <. PUBLIC COMMENTS: jg' PUBLIC COMMENTS: C U/~ V<?iY\5/dY I <AT\OY, ./ '(m f o 5' 1't/w, AGENDA ITEM NO.: SUBJECT OF (AS LISTED ON THE AGENDA) AGENDA ITEM:. ________________ _ NAME:!'rn tJ I J 5a11 YYl i9 v e / PHONE NO.: ,L1. ~ ~"::7 '------ADDRESS: 3'-1d3 Io 5+ K' v~ r5,-~e_ cA 0/2S-d/ STREET CITY ZIP CODE REPRESENTING: s c 8 fr PHONE NO.:. _____ _ NAME OF AGENCY I ORGANIZATION I GROUP BUSINESS ADDRESS: 5"arn ~ STREET CITY ZIP CODE ACTIVE TRANSPORTATION LEADERSHIP SYMPOSIUM ASSOCIATION of GOVERNMENTS Wednesday, May 4, 2016 I 11:30 am - 3:00 pm La Quinta Resort & Club, 49-499 Eisenhower Drive, La Quinta, CA 92253 gGoHumanSoCaLorg ©human Wednesday, May 4, 2016I11:30 am -3:00 pm La Quinta Resort & Club, 49-499 Eisenhower Drive, La Guinta, CA 92253 As part of the Go Human Campaign, the Southern California Association of Governments (SCAGJ is hosting an Active Transportation Leadership Symposium for elected officials interested in promoting safety and encouraging walking and biking in the region. Participants will be given a toolkit of resources to understand the policy environment, build support for walking and biking projects. identify funding sources and learn about other local projects. Included in the symposium is a facilitated site visit to a SCAG-funded demonstration project in Palm Desert showcasing the city's vision for more walking and biking infrastructure along the San Pablo Avenue commercial corridor. We welcome all elected officials in Southern California who want to learn how to create strategic active transportation investments in their communities. If your municipality anticipates receiving Active Transportation Program Funding, this symposium may be of particular interest to you. 2 La Quinta Resort & Club 49-499 Eisenhower Drive la Quinta, CA 92253 MAYS·& sca9.ca.9011/9a2016 SOUTHERN CALIFORNIA ASSOCIATION of GOVERNMENTS 2016 REGIONAL CONFERENCE& GENERAL ASSEMBLY POWER OF THE PAST, FORCE OF THE FUTURE THURSDAY, MAY 5 .,,6,:'fi/1111!. -------- 8:00 A.M. NETWORKING & CONTINENTAL BREAKFAST ..................................... FLORES FOYER 9:15 A.M. REGIONAL COUNCIL MEETING ..................................................... FLORES BALLROOM 10:30 A.M. WELCOME & OPENING REMARKS ............................................... FLORES BALLROOM 11:00 A.M. GENERAL ASSEMBLY MEETING··················································· FLORES BALLROOM 12:15 P.M. SUSTAINABILITY AWARDS LUNCHEON .................................................... FIESTA 7·14 2:00 P.M. BREAKOUT SESSIONS 1 .............................................................................. FLORES 1-8 3:15 P.M. BREAK & NETWORKING ........................................................................ FLORES FOYER 3:30 P.M. BREAKOUT SESSIONS 2 ............................................................................ FLORES 1·8 5:00 P.M. SPONSORS' RECEPTION ........................................................................ FLORES FOYER 6:00 P.M. DINNER ............................................................................................. FIESTA BALLROOM FRIDAY, MAY 6 ~ ...... ·ti'·'~~YlBlll .. ·•11111n111111•111•11••·---- 8:30 A.M. BREAKFAST AND STUDENT POSTER BOARD SESSION ..................... FLORES FOYER 9:00 A.M. WELCOME ...................................................................................... FLORES BALLROOM 9:30 A.M. PLENARY SESSIONS ...................................................................... FLORES BALLROOM 11:30 A.M. CONFERENCE WRAP-UP BREAKOUT SESSIONS THURSDAY, MAY 5 2:00 P.M. -3:15 P.M. Monetizing Waste Formerly a throw-away society, Southern California now considers recycling mainstream. Solar-powered containers have become commonplace, and cities like Glendale, Los Angeles and Santa Monica all have "zero waste" plans. Experts have begun to rethink how cities and companies can turn waste into a resource and "trash" into an economic opportunity. As circular economy objectives have come to the forefront of the contemporary waste management agenda, there is an increasing emphasis on looking at the waste stream as a resource. Technology leaders are helping cities and companies leverage data to ultimately improve operational performance in the waste management sector and other ideas are starting to emerge from the "Internet of Things" technology now being applied to waste. Are other technologies on the horizon that can help cities turn trash into cash? Join this panel to explore the new face of recycling and reuse that makes green sense in terms of sustainability and the economy. Beyond The Sharing Economy-What's mine is yours ... for hire Recent years have seen the emergence of businesses that enable consumers to share certain goods and services in innovative ways. Whether it's cars for hire, bike sharing, or vacation rentals, innovative companies are empowering entrepreneurs to turn homes, bikes and automobiles into profit-making tools. Dubbed the "sharing economy,'' this new form of commerce is rapidly redefining our way of life. But is this phenomenon just a passing fad or is it here to stay? Many experts say, the sharing economy may sound good on paper but in actual use, not so much. What does consumer behavior tell us about the reality of the shared economy7 Is capitalism as we know it in trouble? What's really driving these purchasing decisions and what impact is technology playing in the 21st century marketplace? Learn from this panel of experts who will answers these questions and show us that sharing is faring well for entrepreneurs and consumers! Trending to Transformation: The Future Won't Wait The "Silver Tsunami" is upon us. Every month, more than a quarter- million Americans turn 65 and about 10,000 of them retire each day. Baby boomers are rapidly transitioning to the "Go-Go" phase, leaving the work force and productivity in the hands of the Millennials. As baby boomers move on, they also move forward, looking for smaller homes, walkable neighborhoods, and proximity to family and friends. But, while boomers are moving on, more Millennials are staying put. Record numbers are staying home longer, buying fewer cars, and incurring less debt. Could this be the perfect storm for the shared economy, lower greenhouse gas emissions, and a healthier workforce? These changes, coupled with technology advances, are shaping how we how we live, work and play. Even our communities are being constructed differently to respond to the demands of the 21st century lifestyle. Join our panel to see how Southern California is being transformed and impacted by these dynamic shifts in population. 3:30 P.M. -4:45 P.M. Disaster Resilient Southern California's geography is diverse, dynamic, and highly susceptible to disaster. With seasonal reliability, droughts, wild fires, and mudslides prove that our region has many vulnerabilities that can greatly disrupt our way of life. Add to that our state's complex natural environment and extensive human activities, making us more vulnerable to climate change and at odds with what to do about it. Are the cities and counties in our region equipped with the latest technology to protect against natural disasters or sudden shifts in climate? How can cell phones, social media, and other digital devices be used to prevent catastrophes and even help save lives? As many communities grow older and resources become scarcer, what will these communities do when disaster strikes? In this panel, learn innovative solutions that can protect our region from these risks, improve the resilience of structures and communities, promote public health, and enhance our region's preparedness for future generations. Innovator Power Hour In a departure from the other breakout panels, this session will feature short presentations on forward-thinking concepts and relevant projects that hope to inform and inspire. Speakers will provide an overview of cutting-edge solutions to current real-world problems as well as those yet to materialize. Southern California: Affordable & Livable Affordability in Southern California has become an increasingly elusive goal. While we have recovered the jobs lost during the Great Recession, stagnant wages and sky-high home prices are impacting what people can buy and where they live and work. California's long-term economic growth relies in our ability to stabilize the region's jobs-housing balance. What can be done to increase the region's housing stock, close to jobs and transit, and make housing in California more affordable? How can we attract and grow jobs that will provide livable wages for residents? This panel will explore modern housing and transportation strategies that will advance the region's economy and relieve rising cost-of-living pressures. 3 " P L E N A R Y S E S S I O N S F R I D A Y , M A Y 6 9 : 3 0 A . M . - 1 1 : 3 0 A . M . C a l i f o r n i a ' s P o l i c y P r i o r i t i e s - A Q u e s t i o n o f R e s o u r c e A l l o c a t i o n A s G o v e r n o r B r o w n c a l l s f o r s i g n i f i c a n t i n c r e a s e s f o r e d u c a t i o n , h e a l t h c a r e , t h e e n v i r o n m e n t a n d i n f r a s t r u c t u r e s p e n d i n g i n t h e s t a t e ' s 2 0 1 6 - 1 7 , $ 3 . 3 b i l l i o n b u d g e t p r o p o s a l , o t h e r p r i o r i t i e s a l s o c o m p e t e f o r s c a r c e r e s o u r c e s . S o u t h e r n C a l i f o r n i a ' s p o l i c y m a k e r s r e m a i n f o c u s e d o n C a p a n d T r a d e , C E Q A r e f o r m , t r a n s p o r t a t i o n f u n d i n g a n d j o b g r o w t h . I n t e r m s o f j o b g r o w t h , t h e I n l a n d E m p i r e i s s h o w i n g p o s i t i v e a n d e n c o u r a g i n g r e s u l t s , b u t s t i l l m o r e m u s t b e d o n e t o b r i n g h i g h - p a y i n g j o b s t o t h e r e g i o n . S o u t h e r n C a l i f o r n i a a s a w h o l e c o n t i n u e s t o l a g b e h i n d N o r t h e r n C a l i f o r n i a i n e c o n o m i c r e c o v e r y , a n d l a w m a k e r s s t i l l w r e s t l e w i t h t h e r i g h t m i x o f i n d u s t r i e s , l a n d u s e , r e g u l a t o r y c o n t r o l s a n d a n i n c r e a s i n g l y d i v e r s e p o p u l a t i o n . D o n ' t m i s s t h i s p a n e l a s l e a d i n g p o l i c y m a k e r s d i s c u s s t h e s t a t e ' s t o p i s s u e s i n c l u d i n g a f f o r d a b l e h o u s i n g , C a p a n d T r a d e , C E Q A r e f o r m a n d t r a n s p o r t a t i o n f u n d i n g . W h a t i s D r i v i n g t h e F u t u r e ? D r i v e r l e s s c a r s , l a n e c e n t e r i n g s y s t e m s , a d a p t i v e c r u i s e c o n t r o l , m o b i l e a p p l i c a t i o n s , a n d o t h e r i n n o v a t i o n s a r e b e c o m i n g a n e v e r - c l o s e r r e a l i t y . U S S e c r e t a r y o f T r a n s p o r t a t i o n A n t h o n y F o x x i s o n r e c o r d s a y i n g h e e x p e c t s d r i v e r l e s s c a r s t o b e i n u s e a l l o v e r t h e w o r l d w i t h i n t h e n e x t 1 0 y e a r s . M e a n w h i l e , t h e O b a m a a d m i n i s t r a t i o n i s p r o p o s i n g t o s p e n d n e a r l y $ 4 b i l l i o n i n a d e c a d e t o a c c e l e r a t e t h e a c c e p t a n c e o f d r i v e r l e s s c a r s o n U . S . r o a d s a n d t o c u r b t r a f f i c f a t a l i t i e s a n d t r a v e l d e l a y s . C l e a r l y , t h e t e c h n o l o g i e s a r e b e i n g r e a d i e d , b u t a r e c o n s u m e r s r e a d y t o l e t g o t h e w h e e l ? D r i v e r l e s s c a r s h a v e y e t t o h i t t h e r o a d , b u t a l r e a d y t h e y ' r e s t e e p e d i n c o n t r o v e r s y . W h o m a k e s l i f e o r d e a t h d e c i s i o n s t h a t n o r m a l l y a r e l e f t t o t h e c a r ' s d r i v e r ? W h o d e c i d e s i f t h e r e ' s r o o m t o m a k e a l a n e c h a n g e w h e n t r a f f i c i s g o i n g f a s t e r t h a n l e g a l s p e e d l i m i t s ? A s n e w t e c h n o l o g i e s r a p i d l y e m e r g e , s o t o o d o e s o u r d e s i r e t o k n o w h o w t h e s e i n n o v a t i o n s w i l l i m p a c t o u r t r a n s p o r t a t i o n s y s t e m a n d e v e r y d a y l i v e s . T h i s s e s s i o n w i l l e x p l o r e t h e t y p e s o f t r a n s p o r t a t i o n t e c h n o l o g i e s t h a t a r e e m e r g i n g a n d t h e i r i m p a c t o n o u r c o m m u n i t i e s a n d o u r l i v e s . C o m e j o i n u s a n d p e e r i n t o y o u r f u t u r e . S O U T H E R N C A L I F O R N I A A S S O C I A T I O N o f G O V E R N M E N T S 2 0 1 6 R E G I O N A L C O N F E R E N C E & G E N E R A L A S S E M B L Y P O W E R O F T H E P A S T , F O R C E O F T H E F U T U R E > n n t e d o n � e c y c l e d p a p e r 2 7 2 5 2 0 1 6 . 1 5 . 2 9 @ AGENDA ITEM 5 MINUTES RIVERSIDE COUNTY TRANSPORTATION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE Monday, October 26, 2015 MINUTES 1. CALL TO ORDER The meeting of the Western Riverside County Programs and Projects Committee was called to order by Chair Ben Benoit at 1:30 p.m., in the Board Room at the County of Riverside Administrative Center, 4080 Lemon Street, First Floor, Riverside, California, 92501. 2. PLEDGE OF ALLEGIANCE At this time, Vice Chair Deborah Franklin 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 Deborah Franklin Berwin Hanna Kevin Jeffries Frank Johnston Scott Mann Jesse Molina Adam Rush Karen Spiegel 4. PUBLIC COMMENTS Andrew Kotyu k There were no requests to speak from the public. RCTC WRC Programs and Projects Committee Minutes October 26, 2015 Page 2 5. APPROVAL OF MINUTES -SEPTEMBER 28, 2015 M/S/C (Molina/Mann) to approve the minutes as submitted. Abstain: Rush 6. ADDITIONS/REVISIONS There were no additions or revisions to 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 David Thomas, Toll Project Manager, presented the scope of the amendment to the agreement with Cofiroute USA, LLC for electronic toll and traffic management systems integration and implementation for the State Route 91 Corridor Improvement Project. M/S/C (Franklin/Hanna) 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 Shirley Medina, Planning and Programming Director, presented a project delivery update for the Transportation Uniform Mitigation Fee Regional Arterial Program. Anne Mayer, Executive Director, stated this item is before the Committee to provide the status of the TUMF regional arterial program, noting there are a handful of projects that were approved over a decade ago that are still in the works and still need significant funding. Staff is continuing working with the project sponsors to find alternate funding sources. RCTC WRC Programs and Projects Committee Minutes October 26, 2015 Page 3 In response to Commissioner Scott Mann's question regarding how a project such as the Interstate 215/Scott Road interchange can be added to the TUMF project list, Anne Mayer responded if a city has a project ready for construction, they can come to the Commission to seek funding assistance. Generally, the Commission tries to be the last dollar in, not all the funding. These TUMF projects have been in the works for years so staff is not looking to put other projects ahead of them. Commissioner Marion Ashley expressed his support to 1-215/Scott Road interchange project. In response to Commissioner Jesse Molina's question as to how a city can secure TUMF funding, Anne Mayer reiterated the city can bring projects to the attention of the Commission to seek funding assistance. She added approximately $55 million in TUMF funds is identified for projects in the city of Moreno Valley. M/S/C (Franklin/Hanna) 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. 9. AGREEMENT FOR STATION ELECTRICAL SERVICES Dan Mathers, Facilities Administrator, presented the scope of the agreement for station electrical services. M/S/C (Mann/Busch) 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; RCTC WRC Programs and Projects Committee Minutes October 26, 2015 Page 4 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 Dan Mathers presented the scope of the agreement for station pest control services. M/S/C (Busch/ Ashley) 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. 11. OPERATION OF THE FREEWAY SERVICE PATROL PROGRAM IN RIVERSIDE COUNTY Jillian Guizado, Management Analyst, presented the details of the operation of the Freeway Service Patrol Program in Riverside County. M/S/C (Franklin/Molina) 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. RCTC WRC Programs and Projects Committee Minutes October 26, 2015 Page S 12. COMMISSIONERS/ STAFF REPORT 12A. Commissioner Karen Spiegel thanked Anne Mayer and staff for attending the Corona City Council meeting. 128. Anne Mayer announced: • The ribbon cutting ceremony is scheduled for Friday, October 30 at 11:30 a.m. in the city of Perris to celebrate the opening of the 74/215 interchange, 1-215 South project, and the 1-215 Central project; • A new feature in the On The Move newsletter lists current and upcoming procurements; and • Staff is making every effort to reach as many people as possible through all types of media with updates and information regarding the 91 Project. 13. ADJOURNMENT There being no further business for consideration by the Western Riverside County Programs and Projects Committee, the meeting was adjourned at 2:12 p.m. Respectfully submitted, Jennifer Harmon Clerk of the Board AGENDA ITEM 7 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: April 25, 2016 TO: Western Riverside County Programs and Projects Committee FROM: Jennifer Crosson, Toll Operations Manager THROUGH: Michael Blomquist, Toll Program Director SUBJECT: Express Lanes Privacy Policy STAFF RECOMMENDATION: This item is for the Committee to: 1) Adopt Resolution 16-008, "Resolution of the Riverside County Transportation Commission Regarding the Express Lanes Privacy Policy"; and 2) Forward to the Commission for final action. BACKGROUND INFORMA T/ON: In early 2017, the Commission will begin operating the 91 Express Lanes jointly with the Orange County Transportation Authority (OCTA) employing an electronic toll collection system. The Commission plans on operating additional express lanes, including the Interstate 15 Express Lanes in the near future. During the operation of the express lanes, the Commission and its contractors will be in possession of personally identifiable information (Pll) for people that use the express lanes toll facilities. In order to protect the privacy of express lanes customer data and to comply with current law, it is necessary for the Commission to adopt a privacy policy. Section 31490 of the Streets and Highways Code was amended in 2010 requiring toll operators who employ electronic toll collection systems to adopt a privacy policy. The amended code establishes guidelines related to the collection and use of Pll as well as the method of communicating the privacy policy to toll facility users. The attached resolution establishes a privacy policy for the 91 Express Lanes and allows for future amendment of the policy with the addition of future toll facilities. The attached privacy policy is closely aligned with the privacy policy currently in place for the 91 Express Lanes as provided by the OCTA. The Commission and OCTA will be jointly operating the 91 Express Lanes and sharing the existing and future customers. As such, it is necessary that the privacy policy in use on the 91 Express Lanes incorporate both agencies and be adopted by both as a common privacy policy. The privacy policy, as drafted, complies with current law and will serve to inform users of Commission-operated toll facilities of the privacy policy as it relates to their Pll. The policy will Agenda Item 7 1 serve to guide the processes and actions of the Commission and its contractors while working with Pll. Prior to the commencement of the operation of the Commission's first toll facility, the 91 Express Lanes, it is both required by law and prudent the Commission adopt a privacy policy to protect the privacy of people that use the 91 Express Lanes facility. Resolution 16-008 provides for updates to the proposed privacy policy to conform to changes in law, changes in operational conditions, or the addition of future toll facilities. There is no fiscal impact related to the privacy policy. Attachment: Resolution 16-008, "Resolution of the Riverside County Transportation Commission Regarding the Express Lanes Privacy Policy" Agenda Item 7 2 RESOLUTION NO. 16-008 RESOLUTION OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION REGARDING THE EXPRESS LANES PRIVACY POLICY WHEREAS, the Riverside County Transportation Commission (the "Commission") will soon begin operation of an Express Lane toll facility and plans to operate future Express Lane toll facilities; WHEREAS, the Express Lanes will employ electronic toll collection systems; WHEREAS, the Commission and certain of its contractors will be in possession of personally identifiable information for people that use the Express Lanes toll facilities; WHEREAS, the current law requires a transportation agency that employs an electronic toll collection system to establish a privacy policy regarding the collection and use of personally identifiable information; WHEREAS, the current law mandates the content of the privacy policy and the method of communicating it to people who use the Express Lanes; WHEREAS, the proposed privacy policy for the 91 Express Lanes, which is in accordance with current law, is attached to this resolution as Exhibit "A", and is incorporated herein by reference ("Privacy Policy"); WHEREAS, the Commission anticipates the operation of additional Express Lanes, and it is the intent that the privacy policy will be amended by the inclusion of additional exhibits for future Express Lanes toll facilities; WHEREAS, the Commission and its contractors shall be required to adhere to the procedures included in the Privacy Policy; and WHEREAS, the Commission shall retain the authority to amend the Privacy Policy as necessary to respond to any changes in law. NOW, THEREFORE, be it resolved by the Commissioners of the Riverside County Transportation Commission as follows: 1. The recitals set forth above are true and correct and are incorporated into this resolution by reference as though fully set forth herein. 2. The Board of Commissioners hereby adopts the Privacy Policy. 3 3. The Privacy Policy shall govern the collection and use of personally identifiable information collected by the Commission and its contractor(s) as part of the operation of Express Lanes toll facilities. 4. The Privacy Policy may, as directed by the Executive Director of the Commission, and without further action of the Board of Commissioners, be amended to include specific reference to future Express Lane toll facilities. 5. The Board of Commissioners declares its intent that should any court of competent jurisdiction declare any part or provision of the Privacy Policy illegal or unenforceable, then such part or provision shall be severed from the Privacy Policy and the remaining parts and provisions shall be enforced in accordance with their terms. 6. This resolution shall be effective as of the date of its adoption by the Board of Commissioners. APPROVED and ADOPTED this 11th day of May, 2016. ATTEST: Jennifer Harmon Clerk of the Board Scott Matas, Chair Riverside County Transportation Commission 4 EXHIBIT "A" 91 EXPRESS LANES PRIVACY POLICY Our Privacy Policy: We are committed to safeguarding the integrity and confidentiality of the personally identifiable information of the people who use the Express Lanes. Personally identifiable information is any information that identifies or describes a person, including, but not limited to, your name, address, telephone number, billing address, e-mail address, credit card number and expiration date, bank account information, tracking information for checks or money orders, license plate numbers, photographs of license plates, and travel data (referred to in this Privacy Policy as "Personal Information"). We recognize the need for reasonable control of Personal Information. We will not sell, rent, lease, trade, market, exchange, distribute or disclose your Personal Information to, or with, third parties other than as disclosed in this Privacy Policy. This Privacy Policy is incorporated into the terms of your account agreement with the Express Lanes. Certain Instances of Permitted Disclosure of Your Information: We may use third party service providers to facilitate our services, and, to the extent necessary for that purpose, we may disclose your Personal Information to them. For example, we will be disclosing your credit card information and credit card payments to our credit card processing providers. Personal Information will also be provided to contractors who process toll violation notices and to enforce toll requirements. We may have to disclose Personal Information if we are required to do so by law, such as to the government or third parties pursuant to a court order or other similar circumstances. Absent a written certification that waiting for a warrant would be detrimental to an investigation or expose a law enforcement officer to danger, we will not provide Personal Information requested by a law enforcement agency without a search warrant or other similar court order. We may disclose information about you to our service providers, as we believe necessary or appropriate in connection with investigations of activities that could expose us to liability, including investigation of fraud, intellectual property infringement, piracy, or other similar activities. We may aggregate information about you and your use of our services with information about others and we may disclose such information in the aggregate to the companies that provide our funding, technology and corporate expertise, or our advertisers, analysts, alliance partners, or service providers. Aggregate information may also be publically released in reports presented to the board of directors of the Orange County Transportation Authority ("OCTA") and/or Riverside County Transportation Commission ("RCTC") or their operating partners, who ultimately oversee the operations of the Express Lanes. 5 For our records, we may retain original and updated information for business reasons related to our services. These business reasons include technical constraints, dispute resolution, troubleshooting, agreement enforcement, and standard record keeping. Except for basic account information such as your name, credit card number or other payment information, billing address, and vehicle information which is required to perform account functions such as billing, account settlement, or enforcement activities, we will not retain your Personal Information for more than four years and six months after the closure of each billing cycle, provided that all tolls and/or toll violations assessed during that billing cycle have been paid or otherwise resolved. We will take every effort, within practical business and cost constraints, to purge your Personal Information within four years and six months after the date that your account with the Express Lanes is closed or terminated. Information deemed reasonably necessary for collection and/or enforcement of unpaid tolls and/or toll violation penalties will not be purged unless and until those issues are resolved. We may also disclose and transfer your Personal Information in the event that some or all of the assets of the Express Lanes are sold or otherwise transferred, or in the unlikely event of a reorganization of OCTA or RCTC or their operating partners. Changes in the Privacy Policy: OCTA and RCTC reserve the right to update, modify, or rescind this Privacy Policy from time to time and in a manner consistent with state law. We will notify you in writing of any material change in this Privacy Policy before that change goes into effect. If there is a material change in this Privacy Policy, the change will be reflected in the policy posted on our website. You will also receive written notice with one or more of your account statements. How to Contact Us: If you have any questions about this Privacy Policy, please write to: 91 Express Lanes 180 N. Riverview Drive, Suite 200 Anaheim, CA 92808 or contact us online at www.91expresslanes.com. Changing Your Personal Information: If you wish to review your Personal Information, you may do so by contacting the 91 Express Lanes Customer Service Center at 1(800) 600-9191 or by logging onto your account at www.91expresslanes.com. You may request changes to your Personal Information by contacting the Customer Service Center. Effective Date of Privacy Policy: This policy shall be effective as of May 11, 2016. 6 AGENDA ITEM 8 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: April 25, 2016 TO: Western Riverside County Programs and Projects Committee FROM: Patti Castillo, Capital Projects Manager THROUGH: Marlin Feenstra, Project Delivery Director Adoption of Resolution Certifying the La Sierra Station Parking Lot Expansion SUBJECT: Project Initial Study/Mitigated Negative Declaration and Approval of the La Sierra Station Parking Lot Expansion Project STAFF RECOMMENDATION: This item is for the Committee to: 1) Adopt Resolution No 16-009, "Resolution of the Riverside County Transportation Commission Adopting a Mitigated Negative Declaration and Approving a Mitigation Monitoring and Reporting Program for the La Sierra Station Parking Lot Expansion Project and Approving the Project"; 2) Approve the La Sierra Station Parking lot expansion project in accordance with the California Environmental Quality Act (CEQA); and 3) Forward to the Commission for final action. BACKGROUND INFORMATION: The La Sierra commuter rail station was constructed by five separate construction projects, starting in 1995 and finishing in 2003 with completion of the existing parking lot. The existing parking consists of 1,055 parking spaces, which includes 25 ADA spaces, 25 Rideshare spaces, and one bus bay. Daily during the work week, the parking lot reaches 95 percent capacity. In April 2009, the Commission approved an amendment to Agreement No. 02-33-029 with Engineering Resources of Southern California for design services for an expansion of the parking lot into the adjacent 4.6 acre Commission-owned parcel. A preliminary design was then completed. As part of the SR-91 Corridor Improvement Project's (91 Project) efforts to obtain a Transportation Infrastructure Finance and Innovation Act loan, a multimodal commitment for express bus service became a requirement of the 91 Project. The Riverside Transit Agency (RTA) agreed to provide the new service, and the preferred location for originating the route is the La Sierra Station, just east of the entry point to the 91 Express Lanes. Agenda Item 8 7 DISCUSSION: Commission staff proposes to expand the parking lot at the La Sierra Station to provide the origination point for the express bus service, utilizing the preliminary design prepared by Engineering Resources of Southern California. The expanded facility would also support a transfer location for the Orange County Transportation Authority/RTA (OCTA/RTA) Commuter Route to Orange County. Under CEQA, an initial study (IS) is prepared to determine whether a project may have a significant effect on the environment. Based on information in the IS, if any impacts can be reduced to a less than significant level, a Mitigated Negative Declaration (MND) is prepared. In June 2015, a task order was issued under the Commission's on-call environmental services to HOR Inc. to prepare an IS/MND and supporting technical studies {biological, cultural, Native American coordination, paleontology, hazardous waste, and traffic) to comply with CEQA. On March 4, 2016, an ad was published in local newspapers (Press Enterprise and La Prensa) informing the public of the proposed project and the start of a 30 day review and comment period on the IS/MND. Also on the same day, the notice of completion and environmental document transmittal was filed with the State Clearinghouse in the Office of Planning and Research. This began a 30 day public review and comment period that ended April 4, 2016. The Commission received no letters or comments on the MND. The project is currently under review with the Federal Transit Administration (FTA). It is anticipated the FTA will determine the project is categorically excluded under the National Environmental Policy Act. The project would expand the existing parking lot at the La Sierra Station for both regional and commuter rail and bus passengers by providing approximately 513 additional parking spaces, six bus bays for RTA service, a new signalized access/driveway onto Indiana Avenue, and a small storage facility and restroom facility for the transit operators and station security personnel. The total project construction cost is estimated at $2.5 million. The funding for the project is comprised of proceeds from the sale of two excess properties that were purchased using federal funds in 2003 as part of a larger parcel for the La Sierra Station. On May 8, 2015, the FTA concurred that the sale proceeds can be applied toward transit-related capital projects, specifically for the expansion of the La Sierra Station bus/park and ride parking lot. NEXT STEPS: Once the IS/MND is adopted and approved, staff will file a notice of determination with the County Clerk. This starts a 30 day statute of limitations on court challenges to project approval under CEQA. Staff will then move forward with completion of project design. There is no financial impact for approval of the IS/MND. Future actions to approve the award of construction management services is anticipated by the end of summer 2016 followed by the Agenda Item 8 8 construction contract award in early 2017. Construction completion is expected during summer 2017. Attachment: 1) Resolution No. 16-009 and Exhibit A (CEQA Mitigation Monitoring and Reporting Plan) 2) La Sierra Station Parking Lot Expansion IS/MND -On The Commission Website Agenda Item 8 9 RESOLUTION NO. 16-009 RESOLUTION OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION ADOPTING A MITIGATED NEGATIVE DECLARATION AND APPROVING A MITIGATION MONITORING AND REPORTING PROGRAM FOR THE LA SIERRA STATION PROJECT PARKING LOT EXPANSION AND APPROVING THE PROJECT WHEREAS, the Riverside County Transportation Commission (Commission) proposed to expand the La Sierra Commuter Rail Station parking lot to add about 513 additional parking spaces, six (6) bus bays, a signalized access/driveway onto Indiana Avenue, a small storage building, and a restroom facility on 4.69 acres of land owned by the Commission located on the adjacent vacant lot east of the existing La Sierra Station (Project); and WHEREAS, pursuant to section 21067 of the Public Resources Code, and Section 15367 of the State CEQA Guidelines (Cal. Code Regs., tit. 14, § 15000 et seq.), the Commission is the lead agency for the proposed Project; and WHEREAS, in accordance with State CEQA Guidelines section 15063, the Commission evaluated the proposed Project by preparing an Initial Study to determine whether the Project may have a significant effect on the environment; and WHEREAS, based on the information contained in the Initial Study, the Commission determined that any impacts of the Project could be mitigated to a less than significant level with the mitigation measures outlined in the Mitigation Monitoring and Reporting Program; and WHEREAS, because those impacts could be reduced to a less than significant level, the Commission determined that a Mitigated Negative Declaration should be prepared pursuant to Public Resources Code sections 21064.5 and 21080(c), State CEQA Guidelines section 15070 et seq; and WHEREAS, as required by State CEQA Guidelines section 15072(d), and in compliance with State CEQA Guidelines section 15072(g), on April 4, 2016 the Notice of Intent to Adopt a Mitigated Negative Declaration was posted by the Clerk for the County of Riverside; and WHEREAS, during the public comment period, copies of the Mitigated Negative Declaration and technical appendices were available for review and inspection at Commission's office at 4080 Lemon Street, 3rd Floor, Riverside, CA 92501; and WHEREAS, pursuant to State CEQA Guidelines section 15073, the Mitigated Negative Declaration was circulated for a 30-day review period from March 4, 2016, through April 4, 2016; and 10 WHEREAS, the proposed Mitigation Monitoring and Reporting Program is attached hereto as Exhibit "A"; and WHEREAS, all the requirements of the Public Resources Code and the State CEQA Guidelines have been satisfied by the Commission in connection with the preparation of the Mitigated Negative Declaration, which is sufficiently detailed so that all of the potentially significant environmental effects of the Project, as well as feasible mitigation measures, have been adequately evaluated; and WHEREAS, the Mitigated Negative Declaration prepared in connection with the Project sufficiently analyzes the feasible mitigation measures necessary to avoid or substantially lessen the Project's potentially significant environmental impacts; and WHEREAS, all of the findings and conclusions made by the Commission Board pursuant to this Resolution are based upon the oral and written evidence presented to it as a whole and the entirety of the administrative record for the Project, which are incorporated herein by this reference, and not based solely on the information provided in this Resolution; and WHEREAS, on March 4, 2016, the Commission gave public notice of the Commission's public hearing on the Project by advertisement in a newspaper of general circulation, and posted the public notice at Commission's office; and WHEREAS, the Commission conducted a duly-noticed public hearing on April 25, 2016, to consider the Project and the Mitigated Negative Declaration; and WHEREAS, at the Commission public hearing, members of the public were afforded an opportunity to comment upon the Project and the Mitigated Negative Declaration; and WHEREAS, as contained herein, the Commission has endeavored in good faith to set forth the basis for its decision on the Project; and WHEREAS, prior to taking action, the Commission has heard, been presented with, reviewed and considered all of the information and data in the administrative record, including but not limited to, all oral and written evidence presented to it during all meetings and hearings; and WHEREAS, while minor rev1s1ons have been made to the Mitigated Negative Declaration, no comments made in the public hearings conducted by the Commission and no additional information submitted to the Commission have produced substantial new information requiring recirculation of the Mitigated Negative Declaration or additional environmental review of the Project under State CEQA Guidelines section 15073.5; and WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred. 11 NOW, THEREFORE, BE IT RESOLVED THAT THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS: SECTION 1. RECITALS. The Commission hereby finds that the foregoing recitals are true and correct and are incorporated herein as substantive findings of this Resolution. SECTION 2. COMPLIANCE WITH THE CALIFORNIA ENVIRONMENTAL QUALITY ACT. As the decision-making body for the Project, the Commission has reviewed and considered the information contained in the Mitigated Negative Declaration, Initial Study, comments received, and other documents contained in the administrative record for the Project. The Commission finds that the Mitigated Negative Declaration, Initial Study and administrative record contain a complete and accurate reporting of the environmental impacts associated with the Project. The Commission further finds that the Mitigated Negative Declaration and the Initial Study have been completed in compliance with CEQA and the State CEQA Guidelines. SECTION 3. FINDINGS ON ENVIRONMENTAL IMPACTS. Based on the whole record before it, including the Mitigated Negative Declaration, Initial Study, the administrative record and all other written and oral evidence presented to the Commission, the Commission finds that all environmental impacts of the Project are either insignificant or can be mitigated to a level of insignificance pursuant to the mitigation measures outlined in the Mitigated Negative Declaration, the Initial Study and the Mitigation Monitoring and Reporting Program. The Commission further finds that there is no substantial evidence in the administrative record supporting a fair argument that the Project may result in any significant environmental impacts. The Commission finds that the Mitigated Negative Declaration contains a complete, objective, and accurate reporting of the environmental impacts associated with the Project and reflects the independent judgment and analysis of the Commission. SECTION 4. ADOPTION OF THE MITIGATED NEGATIVE DECLARATION. The Commission hereby approves and adopts the Mitigated Negative Declaration prepared for the Project. SECTION 5. ADOPTION OF THE MITIGATION MONITORING AND REPORTING PROGRAM. The Commission hereby approves and adopts the Mitigation Monitoring and Reporting Program prepared for the Project, attached hereto as Exhibit "A". SECTION 6. APPROVAL The Commission hereby approves and adopts the Project. SECTION 7. NOTICE OF DETERMINATION. Staff is directed to file a Notice of Determination with the County of Riverside and the State Clearinghouse within five (5) working days of approval of the Project. SECTION 8. WILDLIFE RESOURCES. Pursuant to Fish and Game Code section 711.4(c), all project applicants and public agencies subject to the California Environmental Quality Act shall pay a filing fee for each proposed project, as specified in subdivision 711.4(d) for any adverse effect on wildlife resources or the habitat upon which wildlife depends unless a "no effect" finding is made by the California Department of Fish and Game. This fee is due and payable as 12 a condition precedent to the County Clerk's filing of a Notice of Determination. SECTION 9. LOCATION AND CUSTODIAN OF RECORDS. The documents and materials that constitute the record of proceedings on which these findings are based are located at Commission's office at 4080 Lemon Street, 3rd Floor, Riverside, CA 92501. Jennifer Harmon, Clerk of the Board, is the custodian of the record of proceedings. SECTION 10. EXECUTION OF RESOLUTION. The Chair of the Commission Board shall sign this Resolution and the Clerk of the Board shall attest and certify to the approval and adoption thereof. APPROVED AND ADOPTED this 11th day of May 2016. ATTEST: Jennifer Harmon, Clerk of the Board Riverside County Transportation Commission 13 Scott Matas, Chair Riverside County Transportation Commission EXHIBIT "A" MITIGATION MONITORING & REPORTING PROGRAM 14 Mitigation Monitoring and Reporting Plan (MMRP) Mitigation Measure 810-01. A pre-construction survey for BUOW should be conducted by a qualified biologist within 30-days prior to vegetation clearing/grading. If BUOW are found on-site during the pre-construction survey, the biologist will determine appropriate measures necessary to ensure that there is no take of active BUOW nests and MSHCP conservation requirements with regards to BUOW are met. 810-02. A pre-construction survey for nesting birds should be conducted by a qualified biologist within 3 days prior to vegetation clearing/grading, if vegetation clearing/grading occurs during the nesting season (March 15 -August 15). If nesting birds protected under the MBTA are found onsite during the pre-construction survey, the biologist will determine appropriate measures necessary to ensure that there is no take of protected active nests. CUL-01. RCTC shall retain a qualified archaeologist and Native American monitor to provide monitoring services during grading and excavation activities of project construction. If previously unidentified cultural materials are unearthed during grading/excavation activities, work shall cease within 50 feet of the find until a qualified archaeologist and Native American monitor, as approved by RCTC, is able to assess the significance of the find. If a find is determined to be significant, RCTC and the archaeologist, in consultation with Native American representatives, will meet to determine appropriate avoidance measures or other appropriate mitigation. Such measure may include but not be limited to avoidance, preservation in place, excavation, documentation, curation, data recovery, or other appropriate measures. All significant cultural materials recovered will be, as necessary and at the discretion of the qualified archaeologist, subject to scientific analysis, professional museum curation, and documentation according to current professional standards. CUL-02. If previously unidentified paleontological resources are unearthed during excavation activities, work shall cease within 50 feet of the find until a qualified paleontologist, approved by RCTC, is able to assess the significance of the find. If a find is determined to be significant, RCTC and the paleontologist will determine appropriate avoidance measures or other appropriate mitigation. All significant fossil materials recovered will be, as necessary and at the discretion of the qualified paleontologist, subject to scientific analysis, professional museum curation, and documentation according to current professional standards. TRAF-01. The following improvements shall be implemented by RCTC at the La Sierra Avenue/Indiana Avenue prior to operation of the parking lot: • • Restripe westbound shared through-right to dedicated right turn lane. Add a westbound right turn overlap phase . la Sierra Metrolink Parking lot Expansion Project 15 Implementation/ Responsible Entity Qualified Biologist, Project Construction Manager, and RCTC Qualified Biologist, Project Construction Manager, and RCTC Qualified Archaeologist, Native American Monitor(s}, Project Construction Manager, and RCTC Qualified Paleontologist, Project Construction Manager, and RCTC Project Construction Manager and RCTC Timing Pre-construction and during construction (if applicable) Pre-construction and during construction (if applicable) During grading and excavation activities During grading and excavation activities During construction Enforcement Entity RCTC RCTC RCTC RCTC RCTC April 2016 AGENDA ITEM 9 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: April 25, 2016 TO: Western Riverside County Programs and Projects Committee FROM: Hector Casillas, Senior Management Analyst THROUGH: Marlin Feenstra, Project Delivery Director SUBJECT: Agreements for On-Call Painting Services for the Commuter Rail Stations and Riverside Downtown Operations Control Center STAFF RECOMMENDATION: This item is for the Committee to: 1) Award the following agreements to provide on-call painting services for a three-year term, and two two-year options to extend the agreement, in an amount of $1.2 million, plus a contingency amount of $150,000, for a total amount not to exceed an aggregate value of $1,350,000; a) Agreement No. 16-24-013-00 with lnterlog Corporation dba lnterlog Construction; and b) Agreement No. 16-24-076-00 with U.S. National Corp. dba Jimenez Painting Company; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements, including option years, 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; 4) Authorize the Executive Director or designee to approve contingency work as may be required for the project; and 5) Forward to the Commission for final action. BACKGROUND IN FORMAT/ON: The Commission owns nine commuter rail stations in Riverside County (Downtown Perris, Hunter Park, La Sierra, Moreno Valley/March Field, North Main Corona, Pedley, Riverside Downtown, South Perris, and West Corona) in addition to the operations control center located adjacent to the Riverside Downtown Station. Maintenance services are essential to provide clean, safe, and well-maintained facilities for the benefit of station patrons, as well as preserving the property investments of the Commission. On June 8, 2011, the Commission approved an on-call painting services agreement with an initial three-year term, and two one-year options for a not to exceed amount of $750,000 to cover the existing five commuter rail stations. Currently, the agreement is in its last option year Agenda Item 9 16 and expires June 30, 2016. With the addition of the Perris Valley Line stations and Riverside Downtown Operations Control Center, a new agreement is necessary. The Commission requires the services of up to two qualified painting contractors during a seven-year maximum term to provide on-call painting services for Commission-owned stations, properties, fixtures, and appurtenances, including station canopies, light standards, bollards, fencing, platforms, and signage. 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 and personnel and the approach, understanding, and ability to respond to the Commission's needs for on-call painting services as set forth under the terms of Request for Proposals (RFP) No. 16-24-013-00. RFP No. 16-24-013-00 for on-call painting services at the commuter rail stations was released by staff on January 28, 2016. 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 111 firms, 20 of which are located in Riverside County. Through the PlanetBids website, 28 firms downloaded the RFP; 2 of these firms are located in Riverside County. Staff responded to all questions submitted by potential proposers prior to the February 11 clarification deadline date. Six firms -A.J. Fistes Corporation (Long Beach); CTG Construction, Inc. (Wilmington); IMRAE (Murrieta); lnterlog Corporation (Anaheim); Painting & Decor, Inc. (Orange); and U.S. National Corp. (Panorama City) -submitted responsive and responsible proposals prior to the February 25, 2:00 p.m. submittal deadline. Utilizing the evaluation criteria set forth in the RFP, all firms were evaluated and scored by an evaluation committee comprised of Commission staff. Based on the evaluation committee's assessment of the written proposals and pursuant to the terms of the RFP, the evaluation committee recommends contract award to lnterlog Corporation and U.S. National Corp. to perform on-call painting services for a three-year term, with two two-year options to extend the agreements, as these firms earned the highest total evaluation scores. The multiple award, on-call, indefinite delivery/indefinite quantity task order type contracts do not guarantee work to any of the awardees; therefore, no funds are guaranteed to any contractor. The estimated cost of on-call painting services for the agreement term, including option periods, is $1.2 million, and staff recommends a contingency of $150,000, for a total not to exceed aggregate value of $1,350,000. Services will be provided through the Commission's issuance of contract task orders to the contractors on an as-needed basis. Task order work will be competed and awarded to the most qualified contractor or to the contractor offering the lowest cost, as applicable. The Commission's standard form professional services agreement Agenda Item 9 17 will be entered into with the contractors subject to any changes approved by the Executive Director, and pursuant to legal counsel review. Staff oversight of the contract will be conducted to maximize the effectiveness of the contractors and to minimize costs to the Commission. Financial Information In Fiscal Year Budget: Yes Year: FY 2016/17 Amount: $ 170,000 N/A FY 2017/18+ $1,180,000 Source of Funds: LTF, 2009 Measure A Western County Budget Adjustment: No Rail funds N/A 244001 73304 00000 0000 103 24 73301 244002 73304 00000 0000 103 24 73301 244003 73304 00000 0000 103 24 73301 244004 73304 00000 0000 103 24 73301 GL/Project Accounting No.: 244006 73304 00000 0000 103 24 73301 244010 73304 00000 0000 103 24 73301 244020 73304 00000 0000 103 24 73301 2440217330400000 0000 103 24 73301 244022 73304 00000 0000 103 24 73301 244024 73304 00000 0000 103 24 73301 Fiscal Procedures Approved: ~~ I Date: I 04/15/2016 Attachment: Standard Form On-Call Professional Services Agreement Agenda Item 9 18 Agreement No. _-_-_-_ RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT FOR ON-CALL PAINTING SERVICES FOR METROLINK STATIONS WITH r**CONSULTANT***] 1. PARTIES AND DATE. This Agreement is made and entered into this day of , 2016 by and between the Riverside County Transportation .Commission ("Commission") and [***INSERT NAME***], a [***[INSERT TYPE OF ~NTITY -CORPORATION, PARTNERSHIP, SOLE PROPRIETORSHIP OR OI·HER LEGAL ENTITY]***] with its principal place of business at [***INSERT ADDRESS***] ("Contractor"). Commission and Contractor are sometimes individually re,;f~rred to as "Party" and collectively as "Parties" in this Agreement. .... ;,;, 2. RECITALS. 2.1 Contractor. Contractor desires to perlorm and assume ponsibility for the prov1s1on of certain maintenance services required by the Commissiorhon the terms and conditions set forth in this Agreement. Contractof r~pre.se'nts that it is'"experienced in providing on- call painting services to publi~. clients, · ... it its ernployees or subcontractors have 'W'_,;lv,, , all necessary liceng.~~ and paflf:nits to p e Servi .. ces in the State of California, and that is familiar with the plafi!1~: of Com ... .Jon. Contractor shall not subcontract any portion of the work req14jred t3Y thil5 Agree.m.ent, except as expressly stated herein, without pf ten approval:pf Cdmrnissid: Subcontracts, if any, shall contain a ···~~'~ubject to all pr6'11S,!ons s 1pulated in this Agreement. :;At~-~fik>, Project. Commission desires to enga'ge Contractor to render such services for the conduct of On-Call Painting S~ijvices ("Project") as set forth in this Agreement. J~lllll 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the Commission all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the on-call painting services for the Project ("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 1 19 hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from the date first specified above to June 30, 2019, unless earlier terminated as provided herein. The Commission, at its sole discretion, may extend this Agreement for two (2) additional two year terms. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services. 3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of sutfBfdiri1ites; Independent Contractor. The Services shall be performed by Contractor or under itS'"SUpervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. Commission retains Contractor on an independent contractor basis and not as an employee. Cpntractor ret,~ins the rightto perform similar or different services for others during the term of !'! Agreement"/C, ny additional personnel performing the Service~: under this Agre · flt on behalf of ntractor shall also not be employees of Commission and shall a >.all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection"·yvith their p~4~grmance of Services under this Agreement and quired by law. Contractor. ~hall ·l!J~>responsible for all reports and obligations resp . s , :additional personnel;'including, but not limited to: social security taxes, inCCtllle tax w·1 · lding, u11er;nployment insurance, disability insurance, and workers' compen~ation ins nee. · ;• cH•'"· ··+:{0 '<ccJ,c;;J0~¥;: · .•. ,:::·i@:,2.2>.Schedule ·e'f"Services. Contractor shall perform the Services exped,ll,E)usly, Vlflthin"tbe ternit.of this Agre~~~pt, and in accordance with the Schedule of Servi~~sset forth in E~lhi,bit "B" attached h~reto and incorporated herein by reference. ContraCt~t'1~13presents that it hasttttie professional and technical personnel required to perform thaill1Services in cqnformance with such conditions. In order to facilitate Contractor's Ct>nformance with.Jhe Schedule, Commission shall respond to Contractor's submittals in a timel.y manner:···:·Upon request of Commission, Contractor shall provide a more detailed schedule of anti~ipated performance to meet the Schedule of Services. 3.2.3 Collfcirmance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of Commission. 3.2.4 Commission's Representative. The 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 the Commission for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the Commission's Representative or his or her designee. 2 20 3.2.5 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 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. 3.2.6 Coordination of Services. Contractor agrees to work closely with Commission staff in the performance of Services:'.1i!:tnd shall be available to Commission's staff, consultants and other staff at aHcr~~:Sonable times. "c(,,_ 3.2.7 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillfl:ifi and competent manner, consistent with the standards generally recO'gnized as being employed by professionals in the same discipline in the State of California. Contractor repre~ents and maintains that it is skilled in the professional calling nece.~sary to perform the Services. Contractor warrants that all employees and subcontra(;tors shall have sufficient skill and experience to perform the Services assigned to the~. Finally, Contractor represents that it, its employees and subcontrac(9rs have all l(~nses, permits, qualifications and approvals of whatever nature that are legally required''i~~perform the Services, and that such licenses and approvals shall bemaintainedJtirouglieut the term of this Agreement. As provided for in t . nificatio '' ·Jovisi9ns of this At,reement, Contractor shall perform, at its own xpense a ; , itheut reimbu,,r:sement from the Commission, any services necessary to correct errors;:or omissiol1s which are caused by the Contractor's failure ''~o G9mply%,With the standard of care provided for herein. Any employee of the .contract~i1ror ifs s4~0 contracttrs who is determined by the Commission to be uncoopeti . . t incoiTIRetent, a th,~at to 'the adequate or timely completion of the Projec · .. threat · e safety pf perso'hs or property, or any employee who fails or refuse perform the l~rvice·s.i11 a manner acceptable to the Commission, shall be promptlY'; , .. oved from the 7Projeotby the Contractor and shall not be re-employed to perform any of the Services1jtif to work on the Project. \L,;'", 3.2.:&i!~1Period df Performance. Contractor shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above ("Performance Time")i.:'eontractor shall perform the Services in strict accordance with any completion schedule dr Project milestones described in Exhibits "A" or "B" attached hereto, or which may be provided separately in writing to the Contractor. Contractor agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such completion schedule or Project milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the Commission will suffer damage. 3.2.9 Disputes. Should any dispute arise respecting the true value of any work done, of any work omitted, or of any extra work which Contractor may be required to do, or respecting the size of any payment to Contractor during the performance of 3 21 this Contract, Contractor shall continue to perform the Work while said dispute is decided by the Commission. If Contractor disputes the Commission's decision, Contractor shall have such remedies as may be provided by law. 3.2.10 Laws and Regulations; Employee/Labor Certifications. 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,~ork knowing it to be contrary to such laws, rules and regulations and without giving writt§n notice to the Commission, Contractor shall be solely responsible for all costs arisiog therefrom. Commission is a public entity of the State of California subject to, amonQ':l~ther rules and regulations, the Public Utilities Code, Public Contract Code, and Labor Codewof the State. It is stipulated and agreed that all provisions of the law ag13licable to the"p~~!ic contracts of a county transportation commissions are a part of this. Agreement to tne's~me extent as though set forth herein and will be complied w1tlf:· These include but"''~~~, not limited to the payment of prevailing wages, the stipulationi~hat eight (8~ hours' laborshall constitute a legal day's work and that no worker shall be Pt1rmitted, tO work in exc~§.s of eight (8) hours during any one calendar day e)(i:_;ept as permi~~d 'by law. Contractor shall defend, indemnify and hold Commission, its ~f:ficials, officerl!!~temployees and agents free and harmless, pursuant to the indemnification pr,gvisions of ttilii:; Agreement, from any claim or liability arising out of any failure or allege'd·fa!l.~re to comply with such laws, rules or regulations. <*fl\~j., ... · ;w'''"" , ~;~~.: 10.1 . ·;t1f .Employ~.!lt Eligibility!l~o~tractor. By ~xecuting this Agreement, Contractor verifies, that 1t fully compiles with all requirements and restrictions.of state and f@g_eraf;;f~Wr;nespecting·the employment of undocumented aliens, including;'\~ut not limited tO';;,the immigr{ition Reform and Control Act of 1986, as may be amended from time tQ .. time.";··Such requireria.ents and restrictions include, but are not limited to, examinatiort and retention of documentation confirming the identity and immigratl~~'·•,§tatus of each. emplo , of the Contractor. Contractor also verifies that it has not com'mitted a violati.<;>n of a h such law within the five (5) years immediately preceding the · of execution of this Agreement, and shall not violate any such law at any time during erm of tb.e .. Agreement. Contractor shall avoid any violation of any such law during the ter,m qftAfs Agreement by participating in an electronic verification of work authorization""pfo.g,ti~m operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Contractor shall maintain records of each such verification, and shall make them available to the Commission or its representatives for inspection and copy at any time during normal business hours. The Commission shall not be responsible for any costs or expenses related to Contractor's compliance with the requirements provided for in Section 3.2.10 or any of its sub-sections. 4 22 3.2.10.2 Emolovment Eligibility; Subcontractors. Sub- subcontractors and consultants. To the same extent and under the same conditions as Contractor, Contractor shall require all of its subcontractors, sub-subcontractors and consultants performing any work relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1. 3.2.10.3 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Contractor verifies that they are a duly authorized officer of Contractor, and understands that .any of the following shall be grounds for the Commission to terminate the Agreertlent for cause: (1) failure of Contractor or its subcontractors, or subconsultants to meet any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (hjl~luding in those verifications provided to the Contractor under Section 3.2:10.2); or (3) failure to immediately remove from the Project any person found not to be;in compliance with sµch requirements. . ·~"'" 3.2.10.4 Labor Certification ... By its si'gpature hereunder, Contractor certifies that it is aware of the provi.f)ions ()f Section 3700 C>f the California Labor Code which require every. mployer to be insured against liabifitf for Workers' Compensation or to undertake s · hsqr,ance in accordance with the provisions of that Code, and agrees to comply with such 'prO~i?ions befor commencing the performance of the Services. " ·· ,/;,/t, ,,.,,,, ;Jj1h , , ·Y·.<, ,, .,;;r . ,J~St~. . , .,},;2:10:5 Equar 1 .. Ooporfun·iM: ·. Employment. Contractor represents that it i1$'~!3 equal opportunity employer andffshall not discriminate against any subcontractor, employee or applicantfb>r employment because of race, religion, color, natio .rigin, haodicaQ, ;~neestry, s~~· or age. Such non-discrimination shall include, '.fr•be i limited ~g.,'· arr·'activiti~s related to initial employment, upgrading, demot .. i ·transfer, l''recruitrri~nt or reC'r~i:tment advertising, layoff or termination. Contra shall also com pl~';:-with all'· relevant provisions of Commission's Disadvan· ged Business Enterprise program, Affirmative Action Plan or other related programs of'guidelines currently in effect or hereinafter enacted. .. 3.2.10.6 Air Quality. Contractor must fully comply with all applicable laws;''':)~l#les and regulations in furnishing or using equipment and/or providing services, ·rnQll;Jding, but not limited to, emissions limits and permitting requirements imposed bfthe California Air Resources Board (GARB). Contractor shall specifically be aware of the GARB limits and requirements' application to "portable equipment", which definition is considered by GARB to include any item of equipment with a fuel-powered engine. Contractor shall indemnify Commission against any fines or penalties imposed by GARB or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement. 3.2.10.7 Water Quality. 5 23 (A) Management and Compliance. To the extent applicable, Contractor's Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code§§ 13000-14950); laws, rules and regulations of the Environmental Protection Agency and the State Water Resources Control Board; the Commission's rules regarding discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality'COntrol Act, to any ground or surface water in the State. ··· · (B) Liability for Nori~~omplian<~e. Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Contractor or Commission to P,,~nalties, fines, o~, .. ,fidditional regulatory requirements. Contractor shall defend, iriCl'.(3mnify and hold the Commission, its officials, officers, employees, volunteers and agents free and harmless;!11;:~1Jrsuant to the indemnification provisions of thi$ Agreement, from arid against ariy•1and all fines, penalties, claims or other regulate.I)' [E3quirements~:imposed as a result of Contractor's non-compliance with the laws, regl!llatf<Bns and polici escribed in this Section, unless such non-compliance is the result ofthe sol.!fli~stablis" negligence, willful misconduct or active negligence offitb.~ Commi§sion, ifs· Offj~j.als, offt~~,rs, agents, employees or authorized volunteers: · ···":· · · · · · (C) · Training. ;lln addition to any other standard of care requirements set fort is ~i~.~.~ment, q~ptractor warrants that all employees and subcontrac.i~.rs shall h uffj;ci~l-~bskill and experience to perform the Services assigned ~them witt:)put im cting water<;W,alityin violation of the laws, regulations and polici~.$ described in tllljs Se ·. .ti Contracfot further warrants that it, its employees and subcol1tractors will receiv~ ade 17lt,e training, as determined by Commission, regarding the requiretroents of the laws, regur~~ions and policies described in this Section as they may relate fo th~ Services provided under this Agreement. Upon request, Commission will provide Contractor with a list of training programs that meet the requirements of this paragraph. 3.2.11.1 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. 3.2.11.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against 6 24 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 (occurr~nce form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Servic~:> ilfice Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent5;~hd (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. Cot)tractor shall maintain limits no less than: (1) General Liability:;x;$2,000,000 per occurr!Qr;e for bodily injury, personal injury and property damage. If G9mmerciat,,General Ual>ility Insurance or other form with general aggregate limit is useatf1 eithefthe general aggregate limit shall apply separately to this Agreemen cation or the Qet~eral aggregate limit shall be twice the required occurrence limit; (2) A 1 obile Liability;: $1,000,000 per accident for bodily injury and property damage; and 1 {3)oiif Contracldr /J;f;!S an employees, Workers' Compensation and Employer's Liability;: Workers'. Com 1 • tion limits as required by the Labor Code of the State of CaUfe>rnia. ,,,f;ilfb;lqyer's ;;l:ractices Liability limits of $1,000,000 per accident. ;L:;;t;;;1,'.;'.:::> · ··· iwL · 13 . .4.,11.3 · lnsuranc ndorsements. The insurance policies shall contain the follo*ing pro\(i~)i9~?.. or Cq11tractor shall provide endorsements on forms ap.pro~~g by the CorqgiissionW:to 1add the. following provisions to the insurance Poll.c1·es~: ''3Y'.~~8k, 'it1 (A) ''General Liability. ,~:\?J;;~, (i) C5bmmerdiaf General Liability Insurance must include coverage for (1) . .rlaodily Injury,; and property damage; (2) personal Injury/advertising Injury; (3) premiseSl<),perations~ liability; (4) products/completed operations liability; (5) aggregate limits that a~ply p~r 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. 7 25 (iii) The policy shall give the Commission, its directors, officials, officers, employees, and agents insured status using ISO endorsement forms 20 10 1 O 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 auto!)lobile liability policy shall be endorsed to state that: (1) the Commission, its direct9rs, '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 i~ 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 Q:ontractor's scheduled 1tmderlying coverage. Any insurance or self-insurance maintained! by the Commission, its qi.rectors, officials, officers, employees and agents soall be excess of the C,antractor's inS,iJti/!nCe and shall not be called upon to contribute \fiitft:it in any way. · "''"''' (C) >"ff.45Bt~-Workers~ Compensation ah~Employers Liability Coverage. , ,, '· ! -~--, (i).. ··Contractor certifies th9'1;;~e/she is aware of the provisions of Section 3700 of the .. C~liforni; · abor Code wt)ich requires every employer to be insured against liability fo • rkers' c : ensation orto undertak~''Self-insurance in accordance &;;;;, ,,, ,f. ,i, ~g~; with the provisions o 1rlhat code; and he/sij;~ will comply with such provisions before commencing work under'tlis Agreement. <21 • . (ii} T tr. insurer shJt.!,I agree to waive all rights of subrogation againsrvrne Commisslan, its "~tors, officials, officers, employees and agents for losses pai·Q under the teri;tis of th•e'lril§Urance policy which arise from work performed by the Contr~bfor. · · · <:f;•. \. (D) Professional Liability. Contractor shall procure and maintain, and requifedts suoT:G.9ntractors to procure and maintain, for a period of five (5) years following completioo·:i!it>f the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 per claim. ··· (E) 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 8 26 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 e~9~ss insurance. Any umbrella or excess insurance shall contain or be endorsed to cdhtain 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 calle,,c:i apon to protect it as a named insured. The umbrella/excess policy shall be providea 1 'ljlt·a "following.;t,qrm" basis with coverage at least as broad as provided on the unde~lying policy(ies). · :r;;;~irr (iv) Contractor shall' provide the .. commission at least thirty (30) days prior written notice of cancellation of any polipy r~igyired by this Agre.ement, except that the Contractor shall provide:~a~;least ten (10) d''. · <{'flor written notice of cancellation of any such policy due to non-payment of premiurrf·:,;1g1tf any of the required coverage is cancelled or expires during the term of this Agreement, the Contractor shall deliver renewal certificate(s) including the ... .eral L:i.~~Wty Additional Insured Endorsement to the Commission at !el.§t ten (10) d' · · prior''.t0!~1&tbe effectixt.e date of cancellation or expiration. 1~slth ~:rr;e, "/,,:;;;-,, (v) .·..... The ;.retroactive'aate (if any) of each policy is to be no later than the effective dateifoi this ;.:;A.gre.ement. Contractor shall maintain such coverage continuotjsly fQ,~1!~.;pe,riod 'of'at leasMhree,years after the completion of the work under this Agre~ment. Contractor shall purchaseictone (1) year extended reporting period A) if the retroactive date'1f:l~ advanced past the effective date of this Agreement; B) if the policy is cancelled or not newe''·: r C) if the policy is replaced by another claims- made policy with a retroac .date equent to the effective date of this Agreement. ,.<:j),}!ii~k (vi) Tl:H;,:.· 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 ·hat intended to and shall not in any manner limit or qualify the liabilities and obligation~r'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 9 27 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. 3.2.11.4 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 guarant~~ that, at the option of the Commission, either: (1) the insurer shall reduce o~,,~liwinate such deductibles or self- insured retentions as respects the Commissiom;1;ritS· 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. 3.2.11.5 Acceptabmty of Insurers. Insur 1 e is to be placed with insurers with a current AM. Best's rating no .• ,Jiis than A:Vl~tK/Jicensed to do business in California, and satisfactory to the Corrirnis~lon. 3.2.11.6 Verification of Cov~fage. Contractor shall furnish Commission with original certificates of insuranc~. and endp,rsements effecting coverage required by this Agreeme on forms satisfactori~ .. ~o the ·e~i:nmission. The certificates and endorsements.,.!o~~ach· s.urance policy shall be sig(led.by a person authorized by that insurer to binc(cqverage an .its behalf;,All certificMes and endorsements must be received and appro'i}eij1;by the Commission·before work commences. The Commission reserves the right to re~~lr~ complete, certified copies of all required insurance policies, at any time.. Jlll,t · . 3,2J 1.7 '$~]i>:G.ontractor Insurance Requirements. Contractor shall not allo ;~~QY subcontractors or·~-~,c;ontractors to commence work on any subcontract until they '"Wave provided evidence:~~,.~atisfactory to the Commission that they have secured all ins,urance requl'red under this section. Policies of commercial general liability insurance provided by;:~uch subcontractors or subcontractors shall be endorsed to name the Comrrilssion as ~fi additional insured using ISO form CG 20 38 04 13 or an endorsement providi•r:fgwthe exact same coverage. If requested by Contractor, the Commission may appr8V/e different scopes or minimum limits of insurance for particular subcontractors or subconfractors. 3.2.12 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) 10 28 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. 3.2.13 Accounting Records. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor .shall allow a representative of Commission during normal business hours to examine;~~laudit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, dat:a:;:.~i~pcuments, proceedings, and activities related to the Agreement for a period of three {3) years from the date of final payment under this Agreement. "·!. ~ 3.3 Fees and Payments; Labor Code Compliance. 3.3.1 Compensation. Consultanh:shaU,.[~~eive comp~~sation, including authorized reimbursements, for all Services rendere<:i~:i1Jnder this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. Compensation shall be on the basis of direct costs plus a. fixed fee as further set forth in Exhibit "C". The total compensation per Task Order shall.be set forth in the relevant Task Order, and shall .not exceed ;Seid a · Ciht withoyt written approval of the Commission's Execu!j>>Je Dire9!pr. jiil;!~~'•• ~ ~~f '.c ' :;;;;' 3.3.2 RaMment otCompensation. Contractor shall submit to Commission a monthly itemized statirnent .. \Yl;lich indicates work completed and hours of Services rendere 'tractor.'111·ttie;•statement shaU··describe the amount of Services and suppli vi ed'.:i;• e the· initial cof11j):jencement date, or since the start of the subse; t billing . s, ci~~iJlppropriate, through the date of the statement. Commission shall, within 45 days"t)f receiving such statement, review the statement and pay all approV,~.d charges thereon. u c <''.'.'(~':',)" '''' 7 Ah-h_ 3.13~3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses ul(IJ.i~S authorized in writing by Commission. ;d~~~B~~~-, / < , ~ 3.3.4 Exf~9;;;work. At any time during the term of this Agreement, 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 Representative. 3.3.5 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California 11 29 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 "public works" and "maintenance" projects. Since 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 $15,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Commission shall provide Contractor with a copy of the prevailing rates 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, nd shall post copies at the Contractor's principal place of business and at the pro· ite. Contractor shall defend, indemnify and hold the Commission, its officials, :ls'. employees and agents free and harmless from any claim or liability arising .out· .. :.aray failure or alleged failure to comply with the Prevailing Wage Laws. 3.3.6 Registration. Since the Services are being.performed as part of an applicable "public works" or "maintenatt'~j~:, project, then pur~,ant to Labor Code Sections 1725.5 and 1771.1, the Contracto1r>'1~md all sul::>contractors 1must be registered with the Department of Industrial Relations. C9ritr9~~fzlishall maintain registration for the duration of the Project and re.quire the same bfa('iy subcontractor. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contra.tor's sole resQ.onsibility to comply with all applicable registration and labor compliance1 reqqit~ments~'k , <.dt}hJ.;;:%, . . :1,f~Hi< ~{>aj;{, 3.3.7, 1:~'ni·~rt5Vm,ent of Apprentices:··;·thiSi/Agreement shall not prevent the employment of prot:)~hy inden~fiid ap~rer/;ti~ces in accordahce with the Cal~fornia L~~or Code, and no employer, or lalior union '"~hall refuse to accept otherwise qualified employees as indentured .Prentia~.~ on the work performed hereunder solely on the ground of race, creeq 1 nat ···. Jorigiri1;·anc~~try, qplor or sex. Every qualified apprentice shall be·psid the standard wagf.:}0·.paid to apfrentices under the regulations of the craft or trade ll'T:~~ich he or she is em·· .d and shall be employed only in the craft or trade to which he .. or she is register.. . · If California or Code Section 1777.5 applies to the Services, Contractor and any sub·. tractor hereunder who employs workers in any apprenticeable craft or trad~l~hall apply to the joint apprenticeship council administering applicable standards for a c~ftificate 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. 12 30 3.3.8 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 sut:l'li compensation for overtime violation of the provisions of the California Labor;:,Coae, unless Contractor or the Services are not subject to the Eight-Hour Law. 3.4 Termination of Agreement. 3.4.1 Grounds for Termination. Commission m'~,,; :py written notice to Contractor, terminate the whole or any part of this Agreement at ariy·time and without cause by giving written notice to Contractor of such termination, and: .. l:)pecifying the effective date thereof, at leasr~01 seven (7) days before the effective date of such termination. Upon termination, Contractor shall be co01pensated only for those services which have been adequately render:ed to Gommission;:1:9,Qd Contractor shall be entitled to no further compensation. Contrac;!or may not terminate this Agreement except for cause. w ·· '1 i11:r,r:1~1~1t'k · ·· · i~~~ii~i;~' I; 3.4.2 Sffect of Termination;1::'JFtHis Agreement is terminated as provided herein, Commission' ma,y require Contraclor to provide all finished or unfinished Documents and Data''v~r· . other information of any kind prepared by Contractor in connectio ·· · ,d;>erfo 'tilce of Servic~s under this Agreement. Contractor shall be 'such docum~nt and off1er information within fifteen (15) days of the ,· !Ti?'» 3.4.3 Additiohal Services. In the event this Agreement is terminated in whole or in part as provided h@rein, Commission may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 1~~~e. 3.5 Generaf!;ir,g~isions. 3.5.1 Deliverv 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: 13 31 CONTRACTOR: Attn: _________ _ COMMISSION: Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attn: Executive Director Such notice shall be deemed made .wh~f{ personally delivered or when mailed, forty-eight (48) hours after deposit in theJm;$. Mail, first class postage prepaid and addressed to the party at its applicable ad"1ress. Actoa,J notice shall be deemed adequate notice on the date actual notice o~curred, regardless,;~f the method of service. 3.5.2 Indemnification. 3.5.2.1 ,Scope of lndemlilit'L •. ~b the fullest e~~~nt permitted by law, Contractor shall defend, indemrl° and hold the Commission, its officials, officers, employees, volunteers and agent§'f · ang harmless frqm any and all claims, demands, causes of action, costs, expenses, lf~t>ilityfJJoss, damag~ or injury of any kind, in law or equity, to property or P~fi.ons, incluaf,bg wrongflilt,.death',::in any manner arising out of, pertaining to, or in4ijje.fj'f;'f(j!Jrany alleged acts, et:f'©:l\S or omissions of Contractor, its officials, officers, e.Ub16yee$, subcontrac , consultants or agents in connection with the performance of the. Contractor's Serv , the Project or this Agreement, including without limitation the' ··· · ment.,'oJ all consequential damages, expert witness fees and attorneys'} .nd othe · . ed 'cosf~;,.and expenses. Notwithstanding the foregoing, to the exterf;~ ractor's S .·.es are''subj~ft to Civil Code Section 2782.8, the above indemnityshall be limited, to he.extent reql!Uted by Civil Code Section 2782.8, to claims that ari · ,out of, pe · to, 'br•>relate to the negligence, recklessness, or willful f the Contra r. ·::~:iv·. "~G~~- 3.5.2.2 . Additional Indemnity Obligations. Contractor shall defend, with Counsel of Commission's choosing and at Contractor's own cost, expense and risk, any and all claim~. suits, actions or other proceedings of every kind covered by Section 3.5.2.1 that ma!;::'be brought or instituted against Commission or its officials, officers, employees, voluhteers and agents. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against Commission or its officials, officers, employees, volunteers and agents as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse Commission for the cost of any settlement paid by Commission or its officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for Commission's attorneys' fees and costs, including expert witness fees. Contractor shall reimburse Commission and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's 14 32 obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the Commission, its officials officers, employees, agents, or volunteers. 3.5.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to fjlipg any lawsuit against the Commission. Such Government Code claims and any<s\,lbsequent lawsuit based upon the Government Code claims shall be limited to thos.~;:rnatters that remain unresolved after all procedures pertaining to extra work, disputec:li~swork, claims, and/or changed conditions have been followed by Contractor. If no sueh Government Code claim is submitted, or if any prerequisite contractual requirements are (:}Qt otherwise satisfied as specified herein, Contractor shall be barred from bringing· !lf;ld maintaining a valid lawsuit against the Commission. · . .;;1. , ,_'.'.;\¥];& ~'~.-~ '· . . 3.5.4 Time of Essence. Time is of .the essence fof°">.each and every provision of this Agreement. ·:'.·;;:·:':; ' ., ,,~ .• "~ i' 3.5.5 Commission's.Jiight to Emp10?1t>ther Contractors. reserves right to employ other contractors ih connection wilbJhis Project. , ,, <:1u~;,, ,. 1<~r~,,,, Commission 3.5.6 S~~6~ssors and Assi ns successors and assigns of the parties. . ·s i\~rli;ment shall be binding on the , -',,,;,;,,;._,, '~'"-'? 3.5.7 Assignmentor Transfe~\. ontractor shall not assign, hypothecate or transfElr, eitb:~r directly or by operct of this Agreement or any interest herein without the pricl·wi:ft~en consent of the·· 'J;illmission. Any attempt to do so shall be null , . .' .• ''«1 ' '.:) '<{Yt%~?i and void; and any assignees,:., hypothecates. or transferees shall acquire no right or interest by 1~~ason of such attempt~~1.?ssignment, hypothecation or transfer . .. ,..3.5~8 Constru~tion; R~ferences; Captions. Since the Parties or their agents have paJii~ipated fully/in the preparation of this Agreement, the language of this Agreement shall be ~gnstrued,simply, according to its fair meaning, and not strictly for or against any Party'.··'.:Anyiteffn referencing time, days or period for performance shall be deemed calendar d'ays and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to Commission include its officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement. 15 33 3.5.9 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.10 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise. 3.5.11 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.5.7, there are no intended third· party beneficiaries of any right or obligation assumed by the Parties. 3.5.12 Invalidity; Severability. If any portio;n:Jrpf this Agreement is declared invalid, illegal, or otherwise unenforceable .. by a court of1'cor,npetent jurisdiction, the remaining provisions shall continue in full fq(;ce and effect. ·t;\\;,, 3.5.13 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person,;;f:>,tA'er than a bona .fide employee working solely for Contractor, tq(:~plicit or secure tt,lis;;;Agreement. Further, Contractor warrants that it has not paid nor fl· ''it agreed to pay aJ;Jy company or person, other than a bona fide employee working so for C9ntractor, anyfee, commission, percentage, brokerage fee, gift or other conside ... J:>n contingent uporl"'qr resulting from the award or making of this Agree Contraetor furthe[.agrees~;;1:to file, or shall cause its employees or sube~n to file, a Stateml3nt of Economic Interest with the Commission's Filing Qfficer as required under state law in the performance of the Services. For breach or violatifi;!:!'." of this w~rranty, Commission shall have the right to rescind this ~~ireemenfwitholff;·'.tfability. Fdii·the term of this Agreement, no member, officer or emprQ:yee of Commissicm,. during the term of his or her service with Commis~tdr'i, shlfffSfUiye any oirect interest in this Agreement, or obtain any present or anticiP'atld material b'E!n~fit ariSffilQ>therefrom:•· ::~~iJij~~;5.14 Cooperation; Further Acts. The Parties shall fully cooperate with one anothe(:and shall taks" any addi'tional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.15 Conflicting Provisions. In the event that provisions of any attached exhibits conflict in any 'way·wlth 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. 3.5.16 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. 16 34 3.5.17 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.5.18 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 modified by a writing signed by both parties. 3.5.19 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 thejSl1bpoena or court order to the Commission. Contractor shall not respond to any .s.lJ.Ch subpoena or court order until notice to the Commission is provided as requiredAfl~re.iri,, and shall cooperate with the Commission in responding to the subpoena or s,purt orde(''' 3.5.20 Survival. All rights ctnd obligations hereunder that by their nature are to continue after any expiration or termlhation of this Agreement, including, but not limited to, the indemnification and confidentiality obligatig,ps, and the"tibligations related to receipt of subpoenas or court orders, shall survive ahy such expiration or termination. 17 35 SIGNATURE PAGE FOR ON-CALL PAINTING SERVICES AGREEMENT BETWEEN THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION AND r**INSERT NAME***] IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first set forth above. RIVERSIDE COUNTY TRANSPORTATION COMMISSION Scott Matas, Chair Approved as to form: Best Best & Krieger LL~: CONTRACTOR Signature Name •' Title Signature Name Title A corporation requires the signatures of two corporate officers. One signature shall be that of the chairman of board, the president or any vice president and the second signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation. If the above referenced persons are not the intended signators, evidence of signature authority shall be provided to RCTC. 18 36 EXHIBIT "A" -SCOPE OF SERVICES r**INSERT SCOPE***] EXHIBIT "B" -SCHEDULE OF SERVICES r**INSERT SCHEDULE***] EXHIBIT "C" -COMPENSATION r**INSERT RATES & AUTHORIZED REIMBURSABLE EXPENSES***] 19 37 AGENDA ITEM 10 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: April 25, 2016 TO: Western Riverside County Programs and Projects Committee FROM: Hector Casillas, Senior Management Analyst THROUGH: Marlin Feenstra, Project Delivery Director SUBJECT: Agreement for Elevator Maintenance, Inspection, and Repair Services STAFF RECOMMENDATION: This item is for the Committee to: 1) Award Agreement No. 16-24-060-00 to Pacific Coast Elevator dba Amtech Elevator Services (Amtech) for the provision of elevator maintenance, inspection, and repair services for a three-year term, and two two-year options to extend the agreement, in an amount of $550,000, plus a contingency amount of $55,000, for a total amount not to exceed $605,000; 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 not to exceed amount as required for these services; and 5) Forward to the Commission for final action. BACKGROUND INFORMATION: The Commission owns nine commuter rail stations in Riverside County. Four of the nine stations offer elevator services to station patrons. The La Sierra, North Main Corona, Riverside Downtown, and West Corona stations each have two elevators located near the platform, for a total of eight elevators. The two elevators located in the North Main Corona parking structure are not included as part of this agreement, as they are covered under a separate agreement with ThyssenKrupp Elevator Corporation, due to issues regarding warranty coverage and certain proprietary elevator controls. Elevator maintenance services are essential to provide continued assistance and safety for station patrons and to provide reliable and consistent performance of all elevators, as well as preserving and maintaining Commission property. On May 11, 2011, the Commission approved an elevator services agreement with an initial three-year term, and two one-year options for a not to exceed amount of $123,656 to cover the eight elevators at the existing commuter rail stations. Currently, the agreement is in its last option year and expires July 1, 2016. The current contract is being amended under the Agenda Item 10 38 Executive Director's single signature authority for additional repairs that are required and exceed the original contract authorization. The new agreement will allow the Commission to maintain and repair the aging elevators at the commuter rail stations. The Commission requires the services of a qualified contractor to provide both monthly elevator maintenance and inspection services and on-call repair services. Scheduled monthly maintenance and inspection includes examining, adjusting, cleaning, lubricating, and testing of the motor, machine, controller, safety devices, and other elevator components and equipment. Alternatively, on-call repair services would be requested by Commission staff on an as-needed basis for unanticipated repair and emergency situations not covered under maintenance services. Under Commission supervision, monthly maintenance services would be conducted at each station for a fixed price during the term of the agreement, which shall not exceed seven years. On-call repair services would be requested on an as-needed basis, and pricing for that work would be based on the successful contractor's proposed fixed labor rates and fixed markup on equipment and/or materials. 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 need for elevator maintenance, inspection, and repair services as set forth under the terms of Request for Proposals (RFP) No. 16-24-060-00. RFP No. 16-24-060-00 for elevator maintenance, inspection, and repair services was released by staff on January 21, 2016. 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 135 firms, 51 of which are located in Riverside County. Through PlanetBids, 16 firms not located in Riverside County downloaded the RFP. A job walk was held on February 10 and five firms not located in Riverside County attended. Staff responded to all questions submitted by potential proposers prior to the February 18 clarification deadline date. Two firms -Amtech (Anaheim) and Liftech Elevator Services (Signal Hill) -submitted responsive and responsible proposals prior to the March 3, 2:00 p.m. submittal deadline. Utilizing the evaluation criteria set forth in the RFP, both 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, the evaluation committee recommends contract award to Amtech to perform elevator maintenance, inspection, and repair services for a three-year term, with two two-year options to extend the agreement, as this firm earned the highest total evaluation score. Repair services will be Agenda Item 10 39 provided through the Commission's issuance of contract task orders to Amtech on an as-needed basis. The proposed agreement amount is $550,000, plus a contingency amount of $55,000, for a total amount not to exceed $605,000. The Commission's standard form professional services agreement will be entered into with Amtech subject to any changes approved by the Executive Director, and pursuant to legal counsel review. Staff oversight of the contract will be conducted to maximize Amtech's effectiveness and to minimize costs to the Commission. In Fiscal Year Budget: Yes N/A Financial Information Vear: FY 2016/17 FY 2017/18+ Amount: $ 75,000 $ 530,000 Source of Funds: LTF, 2009 Measure A Western County Rail funds Budget Adjustment: No N/A GL/Project Accounting No.: Fiscal Procedures Approved: 244001 73301 00000 0000 103 24 73301 244003 73301 00000 0000 103 24 73301 244004 73301 00000 0000 103 24 73301 244006 73301 00000 0000 103 24 73301 Attachment: Standard Form Professional Services Agreement Agenda Item 10 40 Date: 04/15/2016 Agreement No. 16-24-060-00 RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT FOR ELEVATOR MAINTENANCE SERVICES WITH PACIFIC COAST ELEVATOR dba AMTECH ELEVATOR SERVICES 1. PARTIES AND DATE. This Agreement is made and entered into this ,Y day of _____ _ 2016, by and between the RIVERSIDE COUNT'(:'.1 fRANSPORTATION COMMISSION ("the Commission") and PACIFIC COAST f;l.EVATOR ctba AMTECH ELEVATOR SERVICES ("Contractor"). Commission am:tii;1Contractor ~re sometimes individually referred to as "Party" and collectively as "P~)ities" in this Agre~ment. 2. RECITALS. 2.1 Contractor. Contractor desires to perform·,,and as~µme . ;~;:ponsibility for the provision of certain maintenance s. · s required by the d~mmission on1the terms and conditions set forth in this Agr~me 11 • : .Contractor: rep1f?sent§Ji1that it is experienced in providing elevator maintenanqe, inspecti1pn and repaJr' services tta';:public clients, that it and its employees or subcont.r§,ctors "· ve all ne'cessary licenses and permits to perform the Services in the State d~Calif ·a, and that I~, familiar with the plans of Commission. Contract r, sham 112i,,subcon~ ' y g.prtion qf the work required by this Agreement, excep . .:. expre~sly11t1§tated herein, 'with9rl:,lt prior written approval of Commission. Subc htfacts, if any, $.hall confain a provision making them subject to all provisions stipulated!~·nthis Agreement. 2.2 Project. ,:~~r:~~~~ ;, ' Commission desires>1t~1 engage Contractor to render such services for the Elevator Maintenance;:;irispe~Jfon, and Repair Services project ("Project") as set forth in this Agreement. ;4''1 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the Commission all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional elevator 17336.00603\24349695.1 1 41 maintenance, inspection and repair services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from the date first specified above to June 30, 2019, unless earlier terminated as provided herein. The Commission, at its sole discretion, may extend this Agreement for two (2) additional two year terms. Contractor shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadli)nes. 3.2 Responsibilities of Contractor. '.,.,; "'<·28Fi~~ .c 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its srJ~ervision. Contractor will determine the means, methods and detaH$,'1;0f performing the ~IJiYices subject to the requirements of this Agreement. Commistion retains Contractor.on an independent contractor basis and not as an employee. Contra&tor retains the right fo;;perform similar or different services for others dµri11g the term::" · · ·is Agreement. Any additional personnel performing the Services Urtmer this Agree,ment on behalf of Contractor shall also not be employees of Commii,§Jon ahp shall at all times be under Contractor's exclusive direction and control. coF:itractof: shall pay an wages, salaries, and other amounts due such personnel in conf'\~ction with theJr perfgrmance of Services under this Agreement and. as reqoic~9 by law. Contra,efor .shall ... be responsible for all reports and obligations respe9ting sucn:'additional sonnel, irtclutling, but not limited to: social security taxes, incom~rttax withholding, u .. ·· ployment insurance, disability insurance, and workers' compensati~J;l insur~nce. · · .l> 3.2.2 Schedule of Services:s1,'i Contractor shall perform the Services expediti ·sly, within the term df•;:this Agreement, and in accordance with the Schedule of Service . t forth in Exhibit "B'' ··attached hereto and incorporated herein by reference. Contractor;feJ>resents that'•iktias the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance witll'''the Schedule, Commission shall respond to Contractor's submittals in a tim·~ry 111anner. Upon request of Commission, Contractor shall provide a more detailed schedule of ar:iticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of Commission. 3.2.4 Commission's Representative. The Commission hereby designates the 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 the Commission for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the Commission's Representative or his or her designee. 17336.00603\24349695. I 2 42 3.2.5 Contractor's Representative. Contractor hereby designates Catherine Clendenen, 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 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. 3.2.6 Coordination of Services. Contractor agrees to work closely with Commission staff in the performance of Services 1and shall be available to Commission's staff, consultants and other staff at allreasonable times. 3.2.7 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful . and competent manner, consistent with the standards generally rec(i>gnized 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 subcontractori> have all licenses, permits, qualifications and approvals of whatever nature that are legally required to~p.erform the Services, and that such licenses and approvals shall be maintained.tbrough. 't:Jhe term of this Agreement. As provided for in the indemnification provisions of this 'eement, Contractor shall perform, at its own cost and>e*p,ense and without reimbursement from the Commission, any services necessary to correct error$:" or omissions which are caused by the Contractor's failure t mply1~with the standard of care provided for herein. Any employee ontra · r or:•·i~s~ub-contractors who is determined by the Commission to be unce,&p i .. jncompetent, a thr~fit to. the adequate or timely completion of the Project;:'~;~ threat to the safety· .. of persoris;i~.t: property, or any employee who fails or refuses,,.,t9 perform the §~rvices in a manne'f acceptable to the Commission, shall be promptly removed from title Project by the Contractor and shall not be re-employed to perform any of the Services·•or to work on the Project. 3.2.8 Period of Performance. Contractor shall perform and complete all Services under this Agre~ment within the term set forth in Section 3.1.2 above ("Performance Time"). Contractor shall perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits "A" or "B" attached hereto, or which may be provided separately in writing to the Contractor. Contractor agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such completion schedule or Project milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the Commission will suffer damage. 3.2.9 Disputes. Should any dispute arise respecting the true value of any work done, of any work omitted, or of any extra work which Contractor may be required to do, or respecting the size of any payment to Contractor during the performance of 17336. 00603\24349695. I 3 43 this Contract, Contractor shall continue to perform the Work while said dispute is decided by the Commission. If Contractor disputes the Commission's decision, Contractor shall have such remedies as may be provided by law. 3.2.10 Laws and Regulations; Employee/Labor Certifications. 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 the Commission, Contractor shall be solely responsible for all costs arising therefrom. Commission is a public entity of the State of California subject to, aq1<mg otper rules and regulations, the Public Utilities Code, Public Contract Code, and Lal::for Cod.e:of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a county transportation commissions are a part of t~:il~1Agreement to the same extent as though set forth herein and will be complied with,;; These include but'are not limited to the payment of prevailing wages, the stipulatioNithat eight (8) hours' labor shall constitute a legal day's work and that no wor~er shall be permitted tb work in excess of eight (8) hours during any one calendar d9f''·except as pem:titted:by law. Contractor shall defend, indemnify and hold Commission,'t?jfs officials, office'rs,:::employees and agents free and harmless, pursuant to the indemnificationii~~~visions of this Agreement, from any claim or liability arising out of any failure or .allegea failure to comply with such laws, rules or regulations. 3:12.10.1 ·• Emplovh1ent Eligibilitv;i1.Contractor. By executing this Agreement, Contracto verifies;' that it f~lly complies with all requirements and restrictions of§~ate and' .. · ~ral law r .. ecting the employment of undocumented aliens, including, :bufMot lim.lted tb,;the:lm' · ion Reform and Control Act of 1986, as may be . . '°'"···. . •. amen,c;ied !from tim~L:t(l> time. •. ch requir(ments and restrictions include, but are not limited1;~~tG,. examinati<Yrtlii!•and r · ili.on of documentation confirming the identity and immigration status of each employe~!i.Of the Contractor. Contractor also verifies that it has not committed a viola . of ali'y such law within the five (5) years immediately preceding the dat~ of execu of this Agreement, and shall not violate any such law at any time during tl!le term of J· Agreement. Contractor shall avoid any violation of any such law during the term qfJhls Agreement by participating in an electronic verification of work authorization pro§!JSl:rn operated by the United States Department of Homeland Security, by participating'lsifl an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Contractor shall maintain records of each such verification, and shall make them available to the Commission or its representatives for inspection and copy at any time during normal business hours. The Commission shall not be responsible for any costs or expenses related to Contractor's compliance with the requirements provided for in Section 3.2.10 or any of its sub-sections. 17336.00603\24349695. 1 4 44 3.2.10.2 Employment Eligibility; Subcontractors. Sub- subcontractors and consultants. To the same extent and under the same conditions as Contractor, Contractor shall require all of its subcontractors, sub-subcontractors and consultants performing any work relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1. 3.2.10.3 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Contractor verifies that they are a duly authorized officer of Contractor, and understands that a11y of the following shall be grounds for the Commission to terminate the Agreement for cause: (1) failure of Contractor or its subcontractors, or subconsultantsrto .... meet any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2; (2)::any. misrepresentation or material omission concerning compliance with such requirements.(intluding in those verifications provided to the Contractor under Section 3.2.1.Q,2); or (3) failur~, to immediately remove from the Project any person found not to be in compliance with ~~eh requirements. 3.2.10.4 Labor Certification. Hy its sigti)ature hereunder, Contractor certifies that it is aware of the provisjgns.1 ofjSection 3700 of the California Labor Code which require every ~fJ'.\ployer to be· · red against liabilfzy for Workers' Compensation or to undertake self-lnsi:Wance in ace dance with the provisions of that Code, and agrees to comply with such pro~!~ions be ommencing the performance of the Services. · 3.2'.10.5 Equal . ··Opportunity.··· Emolovment. Contractor represents that it is :an equal apportunityiemployer and 'itiishall not discriminate against any subcontractor, employee 9r·applicant tor employment because of race, religion, color, national or,igin, handjc@f't1,1;~mcestry, sex· or age. Such non-discrimination shall include,,;but t:iofbe limitetftto,"' all activiti(3s rel~ted to initial employment, upgrading, demo.· , ·transfer, r~cruitment or recr€lltment advertising, layoff or termination. Contr shall al~~'.~. i;omply·· with all relevant provisions of Commission's Disadva ta~~d Business Enterprise program, Affirmative Action Plan or other related programs or•guidelines currently in effect or hereinafter enacted. 3.2.10.6 Air Quality. Contractor must fully comply with all applicable laws":': ryles al"ld' regulations in furnishing or using equipment and/or providing services, ln(;luding, but not limited to, emissions limits and permitting requirements imposed by:the California Air Resources Board (GARB). Contractor shall specifically be aware of the GARB limits and requirements' application to "portable equipment", which definition is considered by GARB to include any item of equipment with a fuel-powered engine. Contractor shall indemnify Commission against any fines or penalties imposed by GARB or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement. 3.2.10.7 Water Quality. 17336.00603\24349695.1 5 45 (A) Management and Compliance. To the extent applicable, Contractor's Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code§§ 13000-14950); laws, rules and regulations of the Environmental Protection Agency and the State Water Resources Control Board; the Commission's rules regarding discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State. (B) Liability for Non-Compliance. Failure to comply with the laws, regulations and policies describedjn this Section is a:violation of law that may subject Contractor or Commission to penalties, fines, or<:1;fidditional regulatory requirements. Contractor shall defend, indel}J;nify and hold the Conim)ssion, its officials, officers, employees, volunteers and agerifs free and harmless, >pursuant to the indemnification provisions of thJ&, .. Agreement, from ~nd against ahy ti;rnd all fines, penalties, claims or other regulat0ry"·requirements.lmposed as a result of Contractor's non-compliance with the laws, regul~fi'0ns and policies clescribed in this Section, unless such non-compliance is the result ofthe sole:establish~(1j~.negligence, willful misconduct or active negligence of the Commission, its' officials, otfi.cers, agents, employees or authorized volunteers:·;::·~·:;1:;~~: :><. (C) ··Training. 1;ln addition t6 any other standard of care requirements set fortttii!P this ~greement, QC!Jntractor warrants that all employees and subcontractors ql;lall ha"~ . . i~nt ·~kill afid experience to perform the Services assign~i;t to:tnem Without imp . ng water ~yality ·in violation of the laws, regulations and ·•··%•... . ;• . ·•····· .. w0fj polici~~ {jescribed inmif!i§"Secff<:{f;ih Contracto{ further warrants that it, its employees and subcon""'· ors will receiv9' adequate training, as determined by Commission, regarding the requi · ents of the la~~" regulati,2rs and policies described in this Section as they , "'. ,. ;%".%.. -~'"" may relate to th~ Services · . · vided under this Agreement. Upon request, Commission will provide Contractor with a t of training programs that meet the requirements of this /V; paragraph. 3.2.11.1 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. 3.2.11.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against 17336.00603124349695. I 6 46 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 (occurregce form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services.Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivale~t1; 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. .. ntractor shall maintain limits no less than: (1) General Liability.: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If C~mmercial General Liability Insurance or other form with general aggregate limit is used 1 ,~ither41t'Pte general aggregate limit shall apply separately to this Agreemenfllocation or therg·errefal aggregate limit shall be twice the required occurrence limit; (2) Al!l:(Oll)Qbile Liability~_$1,000,000 per accident for bodily injury and property damage; and'10 ' (3}:: it' Contractar'.''has an employees, Workers' Compensation and Employer's Liability: Wor~t§.' Comp ·· ation limits as required by the Labor Code of . the:':":State of Calimrnia. ,i;foployer's · ractices Liability limits of $1,000,000 per accident. ·· · "'3.2.11.3 t1:r,1;ilnsurance Endorsements. The insurance policies shall contain the following pr0V'j§;j~Ji1S, or Cot;ltractor shall provide endorsements on forms approved by the Commi:sslB~:,~o add tti'e; following provisions to the insurance policies: · · · (A)· ··k:v'General Liability. ,,,,,,, (i) ·aommercial General Liability Insurance must include coverage for (1) bodily Injury and property damage; (2) personal Injury/advertising Injury; (3) premise$foperations 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. 17336.00603\24349695.1 7 47 (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 C~~tractor;i'is responsible; and (2) the insurance coverage shall be primary insurance as respe_cts 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 ~iJfi it in any way., .. ;'.?~~;; 'f~ ~, (C) Workers' Compensation and Employers Liability Coverage. ~\ • 'fhc; ·s*'·Contractor;;·certifies thatihe/sh~;~is aware of the provisions of Section 3700 of th fornia;·~abor Code which requires every employer to be insured against liability fo ers' cotftpensation;:gr;:to undertake self-insurance in accordance with the provisions of that code, and he/sne will comply with such provisions before commencing work undeG?c~his Agreer:g,~nt. · · ;;.~)-,' . ,,ff''' >ii%:;, A,~.. . · .(ii~,.1 T~e. insu~~r shalk agree to waive all rights of subrogation againai,1'the Commissiph, its directors, officials, officers, employees and agents for losses paid under the term~ .. of the Insurance policy which arise from work performed by the Contractor. · · (D) pfofessional Liability. Contractor shall procure and maintain, and require jts sub~Contractors to procure and maintain, for a period of five (5) years following completiq1rof the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 per claim. (E) 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 17336.00603\24349695.1 8 48 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 agre~~~nt) 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 provideca11:0,!l· a "following form" basis with coverage at least as broad as provided on the underlying policy(ies). · (iv) Contractor shalFp.rgyide the Commission at least thirty (30) days prior written notice of canceUation of any·:~olicy required by this Agreement, except that the Contractor shall provide at least ten (10) d~M!?::Prior written notice of cancellation of any such policy due to non-payment of premiurir ]f any of the required coverage is cancelled or expires during the terr;p of::;tflis Agreement, the Contractor shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the Commission at least'.t~!l (10) days prior tov»;l,e.,. effective date of cancellation or expiration. · · ···· ,,, --~ ~<<;:(/ The ietroactive''H~le (if any) of each policy is to be no later than the effective date of.thi ···· :. · 1teement. ·Contractor shall maintain such coverage continuously fori~· period of · ast tiar~e years after the completion of the work under this Ag.~~jm'ent. CeJftractor shall purchas~:t\¢lwt0ne (1) year extended reporting period A) if the ref~oactive date!" 15;:~9van~§~w· past the;effective date of this Agreement; B) if the policy is cancelled or noff''renewe~ ·.··. r C) if the policy is replaced by another claims- made policy with a retroactive date s · .. equent to the effective date of this Agreement. "1t£tl~1;;; .. (vi) TnE:¥i foregoing requirements as to the types and limits of insurance coverage to. be mafatained by Contractor, and any approval of said insurance by the Commission, i~gi,,:0.t intended to and shall not in any manner limit or qualify the liabilities and obligatic5iisi~0?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 17336 00603124349695. l 9 49 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. 3.2.11.4 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 guarantE;Je .tnat, at the option of the Commission, either: (1) the insurer shall reduce or.eliminate such deductibles or self- insured retentions as respects the CommissioQ1;cw·it~n. directors, officials, officers, employees and agents; or, (2) the Contractor ·~hall p,~ocure a bond guaranteeing payment of losses and related investigat.ion costs, claimsr and administrative and defense expenses. •:i;Eb> 3.2.11.5 Acceptability of Insurers. Insurance is to be placed with insurers with a current AM. Best's rating no •• r:·· than A:VHJ4!i!~icensed to do business in California, and satisf~ctocy to the Corqmiss n. · · ,~ < ; 'H': 3.2.11.6 \lerification of Coverage. Contractor shall furnish Commission with original certificates ot. insurance and enGt0rsements effecting coverage required by this Agreementipn forms·'satisfactocy:. the Commission. The certificates and endorsements foimc:e·actflr:rsurance pol~cy sh · ·· ·isigned by a person authorized by that insurer to bind coverage on1 its beha . All certificates and endorsements must be received and approvt!id t;>y the Qc>mmissio · fore work commences. The Commission reserves the right to req1Jre cqjliplete, certifies copies of all required insurance policies, at any tirµ~;. · ·•1•·· "°· • · • · 1 ~i1 3!~.11.7 Subcontract6Pi1nsurance Requirements. Contractor shall not allow14~9.Y subcontracttis or sl:bcontractors to commence work on any subcontract until they '"~ve provided ;::evidence satisfactory to the Commission that they have secured all 'insurance requif,~d under this section. Policies of commercial general liability insurance provided b~1.such subcontractors or subcontractors shall be endorsed to name the Commissi.on as0:an additional insured using ISO form CG 20 38 04 13 or an endorsement providing ... tbt? exact same coverage. If requested by Contractor, the Commission may approve:different scopes or minimum limits of insurance for particular subcontractors or subcontractors. 3.2.12 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) 17336.00603\24349695.1 10 50 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. 3.2.13 Accounting Records. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of Commission during normal business hours to examinetiaudit, 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. '' 3.3 Fees and Payments; Labor. Cpde Compliance. ·' ~; ~··, ~ 3.3.1 Compensation. Contractoc~hall .receive compef;(~aJion, including authorized reimbursements, for all ·~~rvices rendered under this Agreement at the rates set forth in Exhibit "C" attached ht3~fo and incorporated herein by reference. The total compensation shall not exceed [**'1!:~~$.ERT W'RffTEN DOLLAR AMOUNT***] ($[***INSERT NUMERICAL DOLLAR ArJIO~.U·~T***]) without written approval of Commission's [***INSER:1Jiwx:J"ITLE***]. · Extra \JV~(K may be ,.authorized, as described below, and if authorized, Witflllte compensated atttA~:rates and manner set forth in this Agreement. :~;,.,;:t .. ,,,,," ::.:::!;;;;~;, · '":··::·::: 3.3.2 Payment otil0mpensat16h .. Contractor shall submit to Commission .. . t~a sta~~,~t:~:~=~~~it~~:l·;~~~c~~~~~e~e~;~~nt~~r~i~i~=~i~~~ suppl rovided s1 · '· · the initial commencement date, or since the start of the subsequent billing perrot:is, as appropriate, through the date of the statement. Commissionshall, within 45days of receiving such statement, review the statement and <,,,:~),,·\, ><i\J pay all approveCI charges thereon. 3.3.3 imbursement for Ex enses. Contractor shall not be reimbursed for any expenses uni' .authorized in writing by Commission. 3.3.4 Extra Work. At any time during the term of this Agreement, 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 Representative. 17336.00603\24349695.1 11 51 3.3.5 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 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 "public works" and "maintenance" projects. Since 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 $15,000 or more, , Contractor agrees to fully comply with such Prevailing Wage Laws. Commission shall provide Contractor with a copy of the prevailing rates 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 requ~§'t.; and shall post copies at the Contractor's principal place of business and at the ~r;oject site. Contractor shall defend, indemnify and hold the Commission, its officials, .efficers. employees and agents free and harmless from any claim or liability arising out of any fa~l,l!re or alleged failure to comply with the Prevailing Wage Laws. .: 1 ;{f · ·· <"fH' 3.3.6 Registration. Since th~<eervices aJe,being pertormed as part of an applicable "public works" or "maintenance" proje t;rwthen pursuant'to Labor Code Sections 1725.5 and 1771.1, th·· ontractor and ~:I · 'bcontractors mu§t be registered with the Department of lndustria ations. Confr tor shall maintain registration for the duration of the Project and requ the f?;~me of any subcontractor. This Project may also be subject to compliance monitoring· anq"",enforceme,nt by the Department of Industrial Relations. i . shall. be Contr;actor's 1~,ole respoff~ibility to comply with all applicable registra~r9rf 'd labdr::,~omplia~'~ ;fequiterti~'1.i1,;,, ' . ·J;!. {j~!; ,~ Yt;'• 3.3.7 Employmerflinf Apprentiees. This Agreement shall not prevent the employmerit of;.;properly•·l~deQ~~r~ ~prentites in accordance with the California Labor Code, and no~i~mployer<or 'l'abor u'niorb.?hall ·refuse to accept otherwise qualified employee~ as inder\'. d appre,ntices on· tne work performed hereunder solely on the ground:;~i1race, creed, ··.tional ~'ri.gin, ancestry, color or sex. Every qualified apprentice shall be··~ai~ the standard wage pa((t}~to apprentices under the regulations of the craft or trade in wtii~h t1e or she is ~mployed-find shall be employed only in the craft or trade to which he or shel:fs registered~ <:,f:" <·hf, 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. 17336.00603\24349695. l 12 52 3.3.8 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 LaboL:Code, unless Contractor or the Services are not subject to the Eight-Hour Law. 3.4 Termination of Agreement. :';'' 'v /,~''/. ' ·;t1 '·· ,;;.),, . · · ··>.•wr,~.:<··: 3.4.1 Grounds for Termination. Commission may, by written notice to Contractor, terminate the whole or any pa · this Agre?ment at ai;ty time and without cause by giving written notice to Contracto f su9h termination, a~g specifying the effective date thereof, at least seven (7) days l:lMcfre the effectiv~!l~'date of such termination. Upon termination, Cont.rq{;,tor shall be compensated only for those services which have been adequately rendered'1£~11@r~i:nmission: d Contractor shall be entitled to no further compensation. Contra(Jt9r may,r:1ot termi Ji:, this Agreement except for cause. '"' '1/isrr · · · :;;;;~,. <.;;;,, , ;/\ '/'/~~f~~:-,. . f;r~'> , .. :; ,.-' ;· ,,., .?;, '~"~"*~> " 3.4.2'.;::Efiect o(fermination: r:::1f'this Agreedlent is terminated as provided herein, Commission ·rm~Y reqpire ContraCt9r to provide all finished or unfinished Documents .Jiind Data''iand otrier·1 •1informatioh of any kind prepared by Contractor in connectio1:fwith the performaRl'Je of Services under this Agreement. Contractor shall be required ictprovid~'isueb docu~~nt a~cf other information within fifteen (15) days of the request. · :; ''~;~g\':>. 3.4.3 AdditiJ~hl Ser\lices. In the event this Agreement is terminated in whole or in part,,;~s provided 'herein, Commission may procure, upon such terms and in such manner as it may deter~ine appropriate, services similar to those terminated. 3.5 Generat Provisions. 3.5.1 Deliverv 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: 17336.00603\24349695.1 13 53 CONTRACTOR: Pacific Coast Elevator dba Amtech Elevator Services 1550 South Sunkist St., Suite A Anaheim, CA 92806 Attn: Catherine Clendenen COMMISSION: Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attn: Exec;t:it1ve Director Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit)µ 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 ocii:urred, regardless of the method of service. 3.5.2 Indemnification. 3.5.2.1 'Scope. of Indemnity~. To the fullest extent permitted by law, Contractor shall defend, indemhify and ;bold the @bmmission, its officials, officers, employees, volunteers and agents fre~ and harml~ss from any and all claims, demands, causes of action, costs; ~!fjenses, liability, loss, d~rnage or injury of any kind, in law or equity, to property or persO. . eluding wr9ngfur aeath, in any manner arising out of, pertaining to, or ihbident to asM~ alleged a~ts, errors or omissions of Contractor, its officials, officers, empl~yees, si;l3contractorsfi. consultants or agents in connection with the performance of the'''Sontr~~tfi!r'sr.~i~rvices.·, the Project or this Agreement, including without limi.,;;:itio · . payment ·bf all •'3<insequential damages, expert witness fees and attorneys' fees and d .·er relateoposts and>e~penses. Notwithstanding the foregoing, to the exteut Contractor'J.citi!!lrvices.;are subject to Civil Code Section 2782.8, the above indemnity shall be limited;r.tc,iJhe 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'lhe· .Contractoh 3:5.2.2 "; Additional Indemnity Obligations. Contractor shall defend, with Counsel of C9:rilHt1ission's choosing and at Contractor's own cost, expense and risk, any and all claims::" suits, actions or other proceedings of every kind covered by Section 3.5.2.1 that may be brought or instituted against Commission or its officials, officers, employees, volunteers and agents. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against Commission or its officials, officers, employees, volunteers and agents as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse Commission for the cost of any settlement paid by Commission or its officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for Commission's attorneys' fees and costs, including expert witness fees. Contractor shall reimburse Commission and its officials, officers, employees, 17336.00603\24349695.1 14 54 agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the Commission, its officials officers, employees, agents, or volunteers. 3.5.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra. work, disputed work, claims and/or changed conditions, Contractor must comply witlili:~the claim procedures set forth in Government Code sections 900 et seq. prior ti:ffflling any lawsuit against the Commission. Such Government Code claims and. any;1§.!,Jbsequent lawsuit based upon the Government Code claims shall be limited to ,those matters that remain unresolved after all procedures pertaining to extra wor~lii"gisputed worK;<.claims, and/or changed conditions have been followed by Contractor.··· If no such Government Code claim is submitted, or if any prerequisite contractua!";(equirements are not otherwise satisfied as specified herein, Contractor shall be barrEfd from bri~iaging and maintaining a valid lawsuit against the Commission. ?'?,,', 3.5.4 Time of Essence~ ·· .. Time provision of this Agreement. ttie essence for each and every 3.5.5 Commission's Ri M to E Other Contractors. Commission reserves right to employ other .contractot$ in cori~~~ti ·. h this Project. , , , ,, ~ , ,, ' t,, ;, J','''; ,, , '" : ,,, ,,-,;,,"_,,,,,,,,_.,,,,-,,,.,.,, 3.5.6 Successorsw~nd Assign~;:··,This Agreement shall be binding on the successors and assigns of the parties. 1 . ', ,. .,,' ,,, . ' , . '·$~~), :·1:· ""3'.'5':7 Assignment or Transfer ... Contractor shall not assign, hypothecate or transf~r. either directly .or b')( . eration of.iaw, this Agreement or any interest herein without t~e prior written COl),?ent Jthe Commission. Any attempt to do so shall be null and void, an~. any assign~~1?, hypothS!cates or transferees shall acquire no right or interest by reasi:.m of such afempted as'signment, hypothecation or transfer. 3.5.8· ·Construction; References; Captions. Since the Parties or their agents have participat~P fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to Commission include its officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement. 17336.00603\24349695.1 15 55 3.5.9 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.10 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise. 3.5.11 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.5. 7, there are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.12 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. 3.5.13 Prohibited Interests. Contractor maintains arid'.1':t4wrants that it has not employed nor retained any company or person, other than a b5fta fide employee working solely for Contractor, tq!~qlicit or secureJ.tiis Agreement. Further, Contractor warrants that it has not paid nor 11j~'.it agreed to pa~i:any company or person, other than a bona fide employee working sol~!~ for Contractor, any fee, commission, percentage, brokerage fee, gift or other considetation contingent upc)n or resulting from the award or making of this Agreement Contractor further ~grees f(l)" file, or shall cause its employees or subc;ehtf~eters to file, a Statement,.,;pf Economic Interest with the Commission's Filihg 1'.'.bfficer as required under state';law in the performance of the Services. For breach, or violation of this wa'rranty, Commission shall have the right to rescind this ,A.greement wj,thout liability. For the term of this Agreement, no member, officer or emt}loyee of ~mmission, during the term of his or her service with Commis~~ti'n, shaflY~ha~? any'CJirect interestjn this Agreement, or obtain any present or anticipat~~ material b~nefit arisin@';.~herefrorri1 • <\> ' )~~ ~;; 3.5.14 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, ~ppropriate'··or convenient to attain the purposes of this Agreement. 3.5.1 S';(libr:tflicting Provisions. In the event that provisions of any attached exhibits conflict in any wa9.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. 3.5.16 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. 17336.00603\24349695. l 16 56 3.5.17 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.5.18 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 modified by a writing signed by both parties. 3.5.19 Subpoenas or Court Orders. Should Contractor receive a subpoena or court order related to this Agreement, . tl:le Services or the Project, Contractor shall immediately provide written notice of tt:l~,.subpoena or court order to the Commission. Contractor shall not respond to any sue:trsubpoena 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. 3.5.20 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification and confidentia.li,~~ obligatiOQS, and the obligations related to receipt of subpoenas or court orders, shall sl.l'f\V;i¥e any'such expiration or termination . . ,,,,.;;;i''.i'·v,;;·', 17336.00603\24349695.1 17 57 -------------~ SIGNATURE PAGE FOR ELEVATOR MAINTENANCE SERVICES AGREEMENT BETWEEN THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION AND PACIFIC COAST ELEVATOR dba AMTECH ELEVATOR SERVICES IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first set forth above. RIVERSIDE COUNTY TRANSPORTATION COMMISSION Scott Matas, Chair Approved a§to form: General Counsel PACtF'le'coAST ELEVATOR dba AMTECH ELEVATOR SERVICES Signature'. Name ATTEST: Signature Name Title A corporation requires the signatures of two corporate officers. One signature shall be that of the chairman of board, the president or any vice president and the second signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation. If the above referenced persons are not the intended signators, evidence of signature authority shall be provided to RCTC. 17336.00603\24349695.1 18 58 EXHIBIT "A" -SCOPE OF SERVICES r**INSERT SCOPE***] EXHIBIT "B" -SCHEDULE OF SERVICES r**INSERT SCHEDULE***] EXHIBIT "C" -COMPENSATION r**INSERT RATES & AUTHORIZED REIMBURSABLE EXPENSES***] 17336 00603124349695.1 19 59 AGENDA ITEM 11 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: April 25, 2016 TO: Western Riverside County Programs and Projects Committee FROM: ' Brian Cunanan, Commuter and Motorist Assistance Manager THROUGH: Robert Yates, Multimodal Services Director SUBJECT: Fiscal Year 2016/17 San Bernardino Associated Governments Agreement for Inland Empire Rideshare and 511 Services STAFF RECOMMENDATION: This item is for the Committee to: 1) Approve Agreement No. 16-41-088-00 with the San Bernardino Associated Governments (SANBAG) as part of the Commission's continuing bi-county partnership with SANBAG to deliver commuter/employer rideshare services and operation of the Inland Empire 511 (IE511) system for Fiscal Year 2016/17 in an amount not to exceed $1.S million; 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: Since 1993, SANBAG has contracted with the Commission to develop, implement, and manage a commuter assistance program (CAP) for San Bernardino County commuters. The program consists of several projects: • Rideshare Incentives, developed as a sister incentive project to the Commission's Measure A commuter incentive project, focusing on encouraging solo drivers to try alternative commute modes; • RidesharePlus, modeled after the Commission's rideshare rewards program, providing Entertainment© discounts to local and national merchants for long-term ridesharers; • Employer Services, implemented by SAN BAG and the Commission in FY 1995/96 when it was determined by the two agencies that the Inland Empire would assume direct responsibility for the provision of local employer rideshare services. CAP provides various services to employers in the bi-county area including the provision of marketing promotions, rideshare survey processing, assistance with average vehicle ridership calculations/compliance, employer network meetings, and newsletters; • Ridematching and Information Services, jointly established in FY 2002/03 by the Commission and SAN BAG when they began providing these services directly; Agenda Item 11 60 " 1 � 5 1 1 , i m p l e m e n t e d i n F Y 2 0 0 9 / 1 0 t o p r o v i d e t r a v e l e r i n f o r m a t i o n t o R i v e r s i d e a n d S a n B e r n a r d i n o C o u n t y c o m m u t e r s ; a n d " / � C o m m u t e r , l a u n c h e d e a r l i e r i n F Y 2 0 1 4 / 1 5 , i n t e g r a t i n g I E 5 1 1 t r a v e l e r i n f o r m a t i o n a n d r i d e s h a r e s e r v i c e s t o p r o v i d e c o m m u t e r s w i t h a p e r s o n a l i z e d s e r v i c e . I n p a r t n e r s h i p w i t h S A N B A G , t h e F Y 2 0 1 6 / 1 7 w o r k p l a n a n d b u d g e t f o r c o n t i n u a t i o n o f S A N B A G ' s C A P a n d t h e o n g o i n g m a i n t e n a n c e a n d o p e r a t i o n o f a 5 1 1 t r a v e l i n f o r m a t i o n s e r v i c e s s y s t e m w a s d e v e l o p e d b y C o m m i s s i o n s t a f f . T h e p r o p o s e d a g r e e m e n t b e t w e e n S A N B A G a n d t h e C o m m i s s i o n w i l l b e b r o u g h t f o r w a r d t o S A N B A G ' s c o m m i t t e e i n J u n e a n d t h e n t o i t s b o a r d i n J u l y f o r f i n a l a p p r o v a l . S t a f f i s s e e k i n g C o m m i s s i o n a p p r o v a l o f a n a g r e e m e n t w i t h S A N B A G i n a n a m o u n t n o t t o e x c e e d $ 1 . 5 m i l l i o n t o b e r e i m b u r s e d t o t h e C o m m i s s i o n . F i n a n c i a l I n f o r m a t i o n I n F i s c a l Y e a r B u d g e t : I Y e s I Y e a r : I F Y 2 0 1 6 / 1 7 A m o u n t : I $ 1 , 5 0 0 , 0 0 0 S o u r c e o f F u n d s : J s A N B A G B u d g e t A d j u s t m e n t : I N o 0 0 2 1 1 1 / 0 0 2 1 1 2 / 6 3 2 1 1 3 / 0 0 2 1 3 9 / 0 0 2 1 4 6 / 0 0 2 1 7 8 / 0 0 2 1 8 2 / 0 0 2 1 8 8 / G L / P r o j e c t A c c o u n t i n g N o . : 0 0 2 1 9 1 4 1 6 4 1 6 0 5 0 0 0 0 2 6 3 4 1 4 1 2 0 3 $ 1 , 2 1 5 , 0 0 0 4 5 2 1 2 4 4 1 6 4 1 6 0 5 0 0 0 0 2 0 2 4 5 4 1 2 0 3 $ 2 8 5 , 0 0 0 F i s c a l P r o c e d u r e s A p p r o v e d : ~ ~ I D a t e : I 0 4 / 1 5 / 2 0 1 6 A t t a c h m e n t : F Y 2 0 1 6 / 1 7 S A N B A G A g r e e m e n t a n d S c o p e o f W o r k A g e n d a I t e m 1 1 6 1 AGREEMENT~~~ BY AND BETWEEN SAN BERNARDINO COUNTY TRANSPORTATION COMMISSION AND RIVERSIDE COUNTY TRANSPORTATION COMMISSION FOR IMPLEMENTATION OF SAN BERNARDINO COUNTY FISCAL YEAR 2016/2017 EMPLOYER AND COMMUTER TRIP REDUCTION/RIDESHARE PROGRAMS THIS AGREEMENT ("Agreement") is entered into as of the 1st day ofJuly 2016 ("Effective Date"), in the State of California by and between SAN BERNARDINO COUNTY TRANSPORTATION COMMISSION, referred to herein as "SANBAG," and the RIVERSIDE COUNTY TRANSPORTATION COMMISSION, referred to herein as "RCTC." WHEREAS, SANBAG approved allocation of Measure I -Valley Traffic Management Systems (VTMS) funds, and Victor Valley Traffic Management Systems funds, and Moving Ahead for Progress in the 21st Century Act (MAP-21) Congestion Mitigation and Air Quality (CMAQ) funds, to provide trip reduction services as well as incentives for the commuter programs. WHEREAS, SANBAG receives CMAQ and other federal funds and may use these funds to reimburse RCTC for its Services in performing Employer and Commuter Trip Reduction/Rideshare Services and RCTC will comply with the applicable federal requirements as set forth in "Exhibit C". WHEREAS, SANBAG requires professional and consulting services with respect to the provision of commuter services and programs within San Bernardino County. WHEREAS, RCTC has managed the bi-county Inland Empire Commuter Services, now named IE Commuter, program since November 3, 1993, and has the expertise and resources necessary to manage such Services for SANBAG. WHEREAS, the Code of Federal Regulations encourages grantees and subgrantees of federal funds, such as CMAQ funds, to enter into local intergovernmental agreements for procurement or use of common goods or services. WHEREAS, for the avoidance of doubt, the parties to this Agreement acknowledge and agree that RCTC is not a subrecipient of federal funds from SANBAG, but is entering into a local intergovernmental agreement with SANBAG for procurement or use of common goods or services. 15-1001245 17336.00013\24602108.1 Page 1of20 62 WHEREAS, RCTC will own and/or operate web based software ("Software") implementing the Employer and Commuter Trip Reduction Rideshare Services. WHEREAS, SANBAG will designate approved key personnel requiring access to the Software to receive log-in information for the Software from RCTC. WHEREAS, SANBAG will protect the confidential information received or accessible through the Software and will obtain and provide to RCTC non-disclosure and confidentiality agreements with its approved key personnel designated to receive access to the Software. NOW, THEREFORE, the parties agree as follows: A. Contract Services. 1. RCTC will administer, market, and implement commuter services and 511 programs in coordination with RCTC's commuter services program and in coordination with the regional ridesharing core services program in compliance with and as specified in the scope of work, Attachment "A," attached hereto and incorporated herein by reference (the "Services"). 2. RCTC shall provide program administration and oversight and assure that its consultants and/or staff performs its Services within the budgets set forth in the scope of work, Attachment "A." 3. RCTC will work collaboratively and in partnership with SANBAG during the initial planning phases and notify SANBAG staff of any changes to the rideshare program, as set forth in Attachment "A". 4. SANBAG shall timely respond to RCTC on matters requiring RCTC to coordinate with SANBAG, as set forth in Attachment "A". 5. RCTC shall provide SANBAG with the following reports, on a monthly or quarterly basis, as set forth below, relative to tasks identified in the scope of work, Attachment "A", to this Agreement: (a) Monthly Commuter Assistance Program Meeting Agenda (b) Quarterly Commuter Assistance Report ( c) Quarterly Commuter Assistance Program Reports (d) Monthly IE51 l All Hands Meeting Agenda B. Compensation. 1. It is understood that SANBAG funding for the program under this Agreement will not exceed one million five hundred thousand dollars, and no cents ($1,500,000.00) and is expected to be provided from CMAQ funds. 15-1001245 17336.00013\24602108.l Page 2 of 20 63 2. SANBAG receives CMAQ and other federal funds and may use these other funds to reimburse RCTC for its costs in performing the Services. 3. It is agreed that SANBAG Measure I Funds or other eligible funds will reimburse RCTC for the cost of purchasing any items not reimbursable by CMAQ, and invoices submitted to SANBAG shall clearly delineate CMAQ non-reimbursable expenditures. It is agreed that in the event sufficient funds from the sources set forth above do not become available to SANBAG for this Agreement, SANBAG may immediately terminate this Agreement with written notice, but shall pay to RCTC from other sources any amounts required to cover RCTC's costs to the date of Agreement termination. 4. SANBAG shall pay RCTC on a cost-reimbursement basis, based upon invoices which delineate charges based on tasks identified in the scope of work, Attachment "A." All invoices shall be provided to SANBAG no more frequently than on a bi-monthly basis and no less than a quarterly basis. All invoices will be delivered to and received by SANBAG no later than 60 days after the end of the calendar year quarter. 5. SANBAG shall be fully responsible for obtaining cost reimbursements of CMAQ funds. SANBAG shall ensure that the CMAQ funds are used for authorized purposes in compliance with laws, regulations, and the provision of the terms in this agreement, and that performance goals are achieved. 6. SANBAG shall review all billings submitted by RCTC for accuracy and process payment based thereon to RCTC in a timely manner. 7. RCTC shall maintain during the term of this Agreement and for three years thereafter accounting records which cover the receipt and disbursement of all funds provided for the programs administered and implemented under this Agreement. Such records shall be made available for inspection during normal business hours by duly authorized representatives of SANBAG, SANBAG's auditors, Caltrans, Federal Highway Administration, and the United States Department of Transportation, so that SANBAG can comply with the Single Audit Act and OMB Circular No. A-133. In addition, the federal provisions set forth in Attachment "C" shall apply to this Agreement. C. Term. 1. This Agreement shall commence on July 1, 2016, and terminate on June 30, 2017, unless it is extended by a written amendment approved by the parties. 2. Either party may terminate this Agreement by giving thirty (30) days written notice to the other for no or any reason, including, but not limited to, changes in legislation, rules and regulations impacting trip reduction programs. SANBAG shall pay for any Service provided up to the effective date of the termination. 15-1001245 17336.00013\24602108.1 3. The Executive Directors of both RCTC and SANBAG shall have the Page 3 of 20 64 authority in their sole discretion to give notice of termination on behalf of their respective agencies. D. Indemnification and Insurance. I. (a) It is understood and agreed that neither RCTC nor any officer, official, employee, director, consultant, agent, or volunteer thereof is responsible for any damage or liability occurring by reasons of anything done or omitted to be done by SANBAG under or in connection with any work authority or jurisdiction delegated to SANBAG under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, SANBAG shall fully defend, indemnify and save harmless RCTC, and all its officers, employees, consultants and agents from all claims, suits or actions of every name, kind, and description brought for or on account of injury (as defined in Government Code Section 810.8) occurring by reason of anything done or omitted to be done by SANBAG under or in connection with any work, authority or jurisdiction delegated to SANBAG under this Agreement. For purposes of this paragraph Dl(a) only, "RCTC" shall include Riverside County Transportation Commission in its role as the Service Authority for Freeway Emergencies. (b) It is understood and agreed that neither SANBAG nor any officer, official, employee, director, consultant, agent, member or volunteer thereof is responsible for any damage or liability occurring by reasons of anything done or omitted to be done by RCTC under or in connection with any work authority or jurisdiction delegated to RCTC under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895 .4, RCTC shall fully defend, indemnify and save harmless SANBAG, and all its officers, employees, consultants and agents from all claims, suits or actions of every name, kind, and description brought for or on account of injury (as defined in Government Code Section 810.8) occurring by reason of anything done or omitted to be done by RCTC or its consultants under or in connection with any work, authority or jurisdiction delegated to RCTC under this Agreement. For purposes of this paragraph Dl(b) only, "SANBAG" shall include the San Bernardino Associated Governments, the San Bernardino County Transportation Commission, the San Bernardino County Transportation Authority, the San Bernardino County Service Authority for Freeway Emergencies, and the San Bernardino County Congestion Management Agency. 2. Insurance Requirements Without anyway affecting the indemnity provisions identified in this Contract, RCTC shall, at RCTC's sole expense, and prior to the commencement of any work, procure and maintain in full force, insurance through the entire term of this Agreement and shall be written with at least the following limits of liability: (a) Professional Liability -Shall be provided in an amount not less than $1,000,000, per claim and $2,000,000 in the aggregate. RCTC shall secure and maintain this insurance or "tail" coverage provided throughout the term of this Contract and for a minimum of three (3) years after Contract completion. 15-1001245 17336.00013\24602108.1 Page 4 of 20 65 (b) Workers' Compensation -Worker's Compensation insurance shall be provided in an amount and form to meet all applicable requirements of the Labor Code of the State of California, including Employers Liability with $1,000,000 limits, covering all persons providing services on behalf ofRCTC and all risks to such persons under this Agreement. (c) Commercial General Liability -To include coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, Broad-Form Property Damage and Independent Contractors' Liability, in an amount of not less than $1,000,000 per occurrence, combined single limit, and $2,000,000 in the aggregate written on an occurrence form. For products and completed operations a $2,000,000 aggregate shall be provided. (d) Automobile Liability -To include owned, non-owned and hired automobiles, in an amount of not less than $1,000,000 per occurrence, combined single limit, and in the aggregate written on an occurrence form. (e) Network and Privacy Insurance. RCTC shall carry, or shall cause its third party subcontractors to carry, Network and Privacy (Errors and Omissions) insurance in an amount of not less than $1,000,000 per claim and $1,000,000 in the annual aggregate, protecting RCTC and SANBAG from the following exposures relating to RCTC's or any of its subcontractors performance under the Agreement: (i) the theft, dissemination and/or unauthorized disclosure of use of confidential information and personally identifiable information (not to be limited bank information, social security numbers, health information, credit card account information, and confidential corporate information). Such insurance shall also include coverage for credit monitoring, notification expenses and other related costs associated with mitigating a data security or privacy breach; and (ii) the introduction of a computer virus into, or otherwise causing damage to, a computer, computer system, network or similar computer-related property and the data, software, and programs used herein. If such insurance is maintained on an occurrence basis, RCTC or its third party subcontractors shall maintain such insurance for an additional period of one year following the end of the applicable Term. If such insurance is maintained on a claims-made basis, RCTC or its third party subcontractor shall maintain such insurance for an additional period of three years following the end of the applicable Term. (f) Proof of Coverage -RCTC shall furnish certificates of insurance to SANBAG evidencing the insurance coverage required above, prior to the commencement of performance of services hereunder, and such certificates shall include San Bernardino Associated Governments, the San Bernardino County Transportation Commission, the San Bernardino County Transportation Authority, the San Bernardino County Service Authority for Freeway 15-1001245 17336.00013\24602108.1 Page 5 of 20 66 Emergencies, and the San Bernardino County Congestion Management Agency as additional insureds on all insurances except Workers' Compensation and Professional Liability. Prior to commencing any work, RCTC shall furnish SANBAG with a certificate(s) of insurance, executed by a duly authorized representative of each insurer, showing compliance with the insurance requirements set forth in this Article. If the insurance company elects to cancel or non-renew coverage for any reason, RCTC will provide SANBAG 30 days' notice of such cancellation or nonrenewal. If the policy is cancelled for nonpayment of premium, the RCTC will provide SANBAG ten (10) days' notice. RCTC shall maintain such insurance from the time RCTC commences performance of services hereunder until the completion of such Services. All certificates of insurance are to include the contract number and Project Manager's name. (g) Additional Insured-All policies, except for Workers Compensation and Professional Liability policies, shall contain endorsements naming San Bernardino Associated Governments and San Bernardino County Transportation Commission and their officers, employees, agents, and volunteers as additional insureds with respect to liabilities arising out to the performance of Services hereunder. The additional insured endorsements shall not limit the scope of coverage for SANBAG to vicarious liability but shall allow coverage for SANBAG to the full extent provided by the policy. (h) Waiver of Subrogation Rights -RCTC shall require the carriers of the above required coverages to waive all rights of subrogation against SANBAG, its officers, employees, agents, volunteers, contractors, and subcontractors. All general auto liability insurance coverage provided shall not prohibit RCTC or CONSULTANT'S employees or agents from waiving the right of subrogation prior to a loss or claim. RCTC hereby waives all rights of subrogation against SANBAG. (i) All policies required herein are to be primary and non-contributory with any insurance carried or administered by SANBAG. G) Certificates/Insurer Rating/Cancellation Notice. (1) RCTC shall maintain and shall require its consultants to maintain such insurance from the time the Services commence until the Services are completed, except as may be otherwise required by this Section. (2) RCTC may legally self-insure, but shall require its consultants to place insurance with insurers having an A.M. Best Company rating of no less than A:VIII and licensed to do business in California. (3) RCTC and its consultants shall replace certificates, policies and endorsements for any insurance expiring prior to completion of the Services. E. Rights of SANBAG and RCTC. The Executive Directors of both SANBAG and RCTC shall have full authority to exercise their 15-1001245 17336.00013\24602108.1 Page 6 of 20 67 respective entities' rights under this Agreement. F. Ownership of Materials/Confidentiality/Use of Data. 1. Ownership. The following documents and data prepared by RCTC or RCTC' s subconsultant pursuant to this Agreement shall become the common property of RCTC and SANBAG in both electronic and hard copy formats: (i) all data regarding commuters in San Bernardino County; (ii) San Bernardino County employer information; (iii) park and ride information specific to San Bernardino County; (iv) all data regarding 511 for San Bernardino County; (v) any monthly or quarterly reports produced by RCTC as required by this Agreement; and (vi) advertisements and collateral material for both the rideshare program and 511, including but not limited to; media, photos, video, messaging, etc., funded in whole or in part by SANBAG under this Agreement ("Documents and Data"). RCTC and SANBAG shall comply with all applicable state and federal law with regard to its use of such data, but shall not otherwise be limited in any way in its use of such data at any time, provided that any such use not within the purposes intended by this Agreement shall be at the respective party's sole risk and provided that the other party shall be indemnified against any damages resulting from such use, including the release of this material to third parties for a use not intended by this Agreement. Neither party to this Agreement shall sell the data or other materials prepared under this Agreement without the written permission of both parties. 2. Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other materials described in subsection (F)(l .) either created by or provided to RCTC in connection with the performance of this Agreement, other than advertisements and collateral material for the rideshare program and 511, shall be held confidential by RCTC. Such materials shall not, without the prior written consent of SANBAG, be used by RCTC 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. Nothing furnished to RCTC that is otherwise known to RCTC or is generally known, or has become known, to the related industry shall be deemed confidential. RCTC shall not use SANBAG's name or insignia, photographs of the project, or any publicity pertaining to the Services in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of SANBAG, except as otherwise part of the regular operation and advertisement of the rideshare program and 511. 3. Use of Data. All Documents and Data, as defined above, shall be provided to SANBAG in hard copy and electronic media. Documents and Data in electronic media shall be provided in a form that will allow SANBAG to use, access, and manipulate the data to prepare reports and perform other ridematching activities contemplated by this Agreement. All Documents and Data shall be provided to SANBAG within 30 days upon written notice. G. 15-1001245 17336.00013\24602108.1 Confidential Information/Non-Disclosure. Page 7 of 20 68 1. Confidential Information. "Confidential Information" shall include: all user names, passwords, or other log-in credentials used, provided, or accessible in connection with the Software; all data or information accessible in connection with the Software; all source code, work product, proprietary information, server logs, technical information, trade secrets, and proprietary systems related to the Software; all personal information of Employer and Commuter Trip Reduction/Rideshare Programs participants, including but not limited to a participant's residence address, employment address or hours of employment for the purpose of assisting private entities in the establishment or implementation of carpooling or ridesharing programs as required by California Penal Code Section 637, as well as names, biographical information, demographic information, use data, contact information, or similar personal information of participants; and any and all data, content, materials, documents and/or other information related to the Software and/or the Employer and Commuter Trip Reduction Rideshare Services designated, from time to time, in writing by RCTC as Confidential Information. 2. Non-Disclosure. Except as required by law, and notwithstanding any other provisions of this Agreement, both parties shall hold the Confidential Information in confidence, shall take reasonable precaution to protect and keep the Confidential Information confidential, shall not disclose the Confidential Information to any person or party not specifically authorized in writing by affected party to receive the Confidential Information, and shall not use the Confidential Information for any purpose other than as necessary to operate the Employer and Commuter Trip Reduction/Rideshare Services. Further, neither party shall disclose a participant's personal information, including but not limited to a participant's residence address, employment address or hours of employment for the purpose of assisting private entities in the establishment or implementation of carpooling or ridesharing programs, to any other person or use such information for purposes other than as necessary to operate the Employer and Commuter Trip Reduction/Rideshare Services, without the prior written consent of the participant, as required by California Penal Code section 637. Parties shall limit access to the Confidential Information only to individuals who are directly involved in operation of the Employer and Commuter Trip Reduction/Rideshare Services and further provided that such individuals are legally bound to maintain the confidentiality of the Confidential Information on substantially the same terms as set forth herein. The foregoing restrictions on disclosure shall not apply to Confidential Information which is (a) already known by the recipient, (b) becomes, through no act or fault of the recipient, publicly known, (c) received by recipient from a third party without a restriction on disclosure or use, (d) independently developed by recipient without reference to the other party's Confidential Information, or (e) is required by law, or process of law, to be disclosed. 3. Expiration. Immediately upon (a) the expiration or termination of this Agreement, or (b) a request by a party, the other party shall turn over to requesting party all Confidential Information of or pertaining to the requesting party and all documents or media containing any such Confidential Information and any and all copies or extracts thereof, except 15-1001245 17336.00013\24602108.1 Page 8 of 20 69 that each party's legal counsel may retain one copy of all Confidential Information in its office solely for archival legal purposes. 4. Key Personnel. SANBAG shall designate key personnel ("Key Personnel") requiring web based access to the Software for the operation of the Employer and Commuter Trip Reduction/Rideshare Services, to receive from RCTC Jog-in information enabling access to the Software. Key Personnel shall use the log-in information provided by RCTC and all Confidential Information only and strictly for the operation of the Employer and Commuter Trip Reduction/Rideshare Services and shall not disclose or share such log-in information, or any other Confidential Information, with any party, whether or not employed or in any way associated with SANBAG, who has not been specifically approved in writing by RCTC to receive such log-in information or other Confidential Information. 5. Non-Disclosure and Confidentiality Agreement. To protect RCTC's Confidential Information, SANBAG shall require each Key Personnel to execute a Non- Disclosure and Confidentiality Agreement substantially in the form of Attachment "B" attached hereto and incorporated by this reference. SANBAG shall provide RCTC a signed Non- Disclosure and Confidentiality Agreement for each Key Personnel designated below or designated from time-to-time by SANBAG's Executive Director or his designee prior to RCTC's disclosure of any log-in information or other Confidential Information to such Key Personnel. SANBAG hereby designates the following individuals as Key Personnel requiring web based access to the Software for the operation of the Employer and Commuter Trip Reduction/Rideshare Programs: 6. This Paragraph G and all of its subparagraphs shall survive expiration or termination of the Agreement. H. Independent Contractor. SANBAG retains RCTC on an independent contractor basis and RCTC and its subconsultants shall not be employees of SANBAG. The subconsultants and other personnel performing the Services under this Agreement on behalf of RCTC shall at all times be under RCTC's exclusive direction and control. RCTC shall pay all wages, salaries, and other amounts due its employees in connection with their performance of Services under this Agreement and as required by law. RCTC shall be responsible for all reports and obligations respecting such employees, including, but not limited to, social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance. I. Attorneys' Fees and Costs. If any legal action is instituted to enforce or declare any party's rights hereunder, each party, including the prevailing party, must bear its own costs and attorneys' fees. This paragraph shall not apply to those costs and attorneys' fees directly arising from any third party legal action against a party hereto and payable under Paragraph D, Indemnification and Insurance. J. Consent. Whenever consent or approval of any party is required under this Agreement, that party shall not unreasonably withhold nor delay such consent or approval. 15-1001245 17336.00013\24602108.1 Page 9 of 20 70 K. Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated by reference as though fully set forth herein. 15-1001245 17336.00013\24602108.1 [Signatures on following page] Page 10 of 20 71 SIGNATURE PAGE TO AGREEMENT ---- FOR IMPLEMENTATION OF SAN BERNARDINO COUNTY FISCAL YEAR 2016/2017 EMPLOYER AND COMMUTER TRIP REDUCTION/RIDESHARE PROGRAMS IN WITNESS THEREOF, THE AUTHORIZED PARTIES HAVE SIGNED AND EXECUTED THE AGREEMENT BELOW: SAN BERNARDINO COUNTY TRANSPORTATION COMMISSION L. Dennis Michael, President APPROVED AS TO LEGAL FORM RIVERSIDE COUNTY TRANSPORTATION COMMISSION Scott Matas, Chair APPROVED AS TO LEGAL FORM Robert D. Herrick, Assistant General Counsel Best, Best & Krieger, LLP, General Counsel CONCURRENCE: Jeffery Hill Procurement Manager 15-1001245 17336.00013\24602108.1 Page 11of20 72 Attachment "A" Scope of Work San Bernardino Employer and Commuter Assistance Programs Fiscal Year 2016-17 IE Commuter Provide a variety of services to employers and commuters, who participate in trip reduction activities. Activities shall include, but not be limited to: Host and maintain the IE5l1.org and IECOMMUTER.org websites, mobile device interfaces, social media platforms, and other regional products/outreach as assigned. Respond and coordinate inquiries with SANBAG rideshare/511 staff that are San Bernardino County specific and generated from 511, 1-866- RIDESHARE as well as direct referrals. Oversee and maintain an Inland Empire focused database of commuters with SANBAG owning all Documents and Data (hard copy and electronic formats), as that term is defined in Section F(l) of the Agreement. Administer and provide technical assistance for the IE Commuter program including employer, employee, and end user account management, SCAQMD Rule 2202, Average Vehicle Ridership (AYR) certified South Coast Air Quality Management District calculations, coordinating and implementing employer surveys and Ridematching including disseminating and production of RideGuides both electronically and paper, incentive program management, production of output reports including analysis of survey results, and maintaining marketing logs and commuter diary. Coordination with other rideshare agencies and service providers to assist multi-site and multi- jurisdictional employers and Employee Transportation Coordinator's (ETC) within San Bernardino County as well as related worksites outside of the County. Conducting ETC networking meetings including bi-annual workshops, rideshare week kick-off event and recognition events. Marketing to employers, employees, and end user commuters including Rideshare Connection broadcast e-mails and eNewsletters, administering commuter promotions and incentives, graphic design for various collateral materials including but not limited to brochures, RideGuides, posters, banners etc., and web based advertising, and developing messaging for print, media, and social media advertising campaigns. Support for employer and community events as well as transportation forums. Market and administer the regional Guaranteed Ride Home Program and Vanpool Subsidization Program to employers in San Bernardino County. Maintain and increase the County's leased Park and Ride lot program. Operate the 511 program through phone and web services, providing enhancements, resolving issues, conducting marketing and periodic surveys. Conduct special projects and studies, as assigned, and work closely with SANBAG rideshare/511 staff on all special projects and/or studies that impact the San Bernardino Rideshare and/or 511 programs. RCTC is to advise at the start of and coordinate with SANBAG rideshare/511 staff of all potential enhancements, issues, and periodic surveys if such tasks could change/alter the current Rideshare and/or 511 programs in San Bernardino County. 15-1001245 17336.00013\24602108.1 Page 12 of 20 73 In addition, SANBAG rideshare/511 staff to work closely at the start with RCTC and to be in partnership during the review and subsequent approval process of the rideshare and/or 511 marketing and communication plan, messaging development, media buy, advertising materials or any incentive outreach changes. RCTC shall also provide SANBAG rideshare/511 staff with the following reports: (i) Employer Activity Report for all employers with signed Employer Participation Agreements; (ii) Program Performance; (iii) Program Management (employer output, employer management, eRideGuides, contact management, etc.); (iv) 511 mobile app statistics; (v) 511 calls and Interactive Voice Response statistical data; (vi) ie51 l.org statistics; and (vii) any newly developed reports. Goals and Performance Measures: 1. Implementation of commuter assistance programs to approximately 490 regulated and non-regulated employer worksites in San Bernardino County, to assist in the development and implementation of trip reduction programs and for technical assistance. 2. Work with approximately 175 employers on AYR/Transportation surveys and AVR calculations. 3. Maintain an accurate database of approximately 47,400 active San Bernardino County commuter registrants, resulting from completed commuter surveys at approximately 175 San Bernardino County employers. 4. Disseminate approximately 8,900 RideGuides to San Bernardino County commuters at approximately 490 worksites. 5. Provide assistance to seven multisite/multijurisdictional headquarters located in San Bernardino County representing 23 worksites in San Bernardino, Riverside, as well as Los Angeles and Orange counties. 6. Develop and implement three employer transportation network meetings, one promotional marketing campaign at San Bernardino employer worksites, and other events. 7. Produce and disseminate other regional marketing materials, as standalone campaigns within the Inland Empire or regional campaigns in coordination with the five County Transportation Commissions. 8. Broadcast 12 Rideshare Connection e-mails to San Bernardino County employers. 9. For the two-county area, respond to approximately 2,000 inquires/calls from commuters who work or reside in San Bernardino or Riverside counties, via 1-866-RIDESHARE, 511, direct referrals and other internet sources. 10. Manage and operate the 511 system which will be available to commuters 24 hours a day, 7 days per week, 365 days per year. 11. The 511 phone system will provide assistance to approximately 21,000 callers per month throughout the year. The system will have the capacity to handle approximately 100,000 concurrent callers. 12. The www.ie51l.org website will potentially receive approximately 40,000 unique visitors per month. Website will be able to handle approximately 100,000 concurrent users. 13. Continue 511 marketing/outreach and coordinating development of the marketing plan, campaign themes, surveys, studies and potential collateral materials for San Bernardino County with SANBAG rideshare/511 staff, before the tasks are implemented. 14. Conduct and coordinate periodic surveys with SANBAG rideshare/511 staff to determine the 511 program use, effectiveness and customer satisfaction. 15. Provide IE511 website, phone, and mobile application enhancements/upgrades as needed. 15-1001245 17336.00013\24602108.1 Page 13 of 20 74 16. Finalize work with Caltrans and the Interactive Voice Response/map contractor to implement HERE data for closure of gaps in detection on the traffic map. 17. Collaboratively with SANBAG rideshare/511 staff, explore possible opportunities to improve the 511 system for the motorists and residents of both counties. Rideshare Incentive Programs The SANBAG $2/day Rideshare Incentive offers San Bernardino County residents who commute to work, up to $2 a day (in gift cards) for each day they participate in a rideshare mode, during a three-month period. The Vanpool Incentive Program provides up to $1,800 over nine months in discounted vanpool fares. The SANBAG Rideshare Plus program provides ongoing ridesharers who reside in San Bernardino County a Rideshare Plus Rewards Book with discounts to local merchants plus 200,000 additional discounts available online. RCTC to manage and operate the Incentive Programs listed above, and to coordinate and discuss with SANBAG rideshare/511 staff when potential changes to the Incentive Programs are being considered. Goals and Performance Measures: 1. The SANBAG $2/day Rideshare Incentive program will enlist 1,100 County residents, who commute to work to 125 employers in Southern California. These participants on average have a one-way commute distance of 27.59 miles and the goal is to reduce 109,000 one way vehicle trips from the roadways. 2. The SANBAG Rideshare Plus program will consist of 6,400 members when the program is at its highest membership. Members will work at employment sites from 350 employers throughout Southern California. 15-1001245 17336.00013\24602108.1 Page 14 of 20 75 Attachment "B" NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT This Non-Disclosure and Confidentiality Agreement is entered into as of ____ _ 2016, by and between SAN BERNARDINO COUNTY TRANSPORTATION COMMISSION ("SANBAG") and the undersigned interested party ("Interested Party"). SANBAG and Interested Party shall individually be referred to as a "Party" or collectively as the "Parties". 1. RECITALS 1.1 WHEREAS, SANBAG and the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("RCTC") entered into that certain Implementation of San Bernardino County Fiscal Year 2016/2017 Employer and Commuter Trip Reduction/Rideshare Programs Agreement dated July 1, 2016 ("Agreement"). 1.2 WHEREAS, in the Agreement, SANBAG has designated approved key personnel requiring access to the web based software ("Software") implementing the Employer and Commuter Trip Reduction/Rideshare Programs to receive log-in information for the Software. 1.3 WHEREAS, in the Agreement, SANBAG has agreed to protect the personal information accessible through the Software of public participants in the Employer and Commuter Trip Reduction/Rideshare Programs, and has agreed to obtain non-disclosure and confidentiality agreements with all approved key personnel receiving access to the Software. 1.4 WHEREAS, SANBAG has designated Interested Party as a Key Personnel to receive Confidential Information, as those terms are defined in Agreement, and Interested Party desires to receive and protect the Confidential Information upon the terms and conditions set forth herein. 2. TERMS 2.1 Confidential Information. "Confidential Information" shall include: all user names, passwords, or other log-in credentials used, provided, or accessible in connection with the Software; all data or information accessible in connection with the Software; all source code, work product, proprietary information, server logs, technical information, trade secrets, and proprietary systems related to the Software; all market research, financial data, operating procedures, and third party confidential and proprietary information; all personal information of Employer and Commuter Trip Reduction/Rideshare Programs participants, including but not limited a participants residence address, employment address or hours of employment for the purpose of assisting private entities in the establishment or implementation of carpooling or ridesharing programs as required by California Penal Code section 637, as well as names, biographical information, demographic information, use data, contact information, or similar personal information of participants; and any and all data, content, materials, documents and/or other information related to the Software and/or Employer and Commuter Trip 15-1001245 17336.00013\24602108.1 Page 15 of 20 76 Reduction/Rideshare Programs designated, from time to time, by RCTC as confidential information. 2.2 Interested Party shall hold the Confidential Information in confidence, shall take reasonable precaution to protect and keep the Confidential Information confidential, shall not disclose the Confidential Information to any person or party not specifically authorized in writing by RCTC to receive the Confidential Information, or as and to the extent required by law or legal process, and shall not use the Confidential Information for any purpose other than as necessary to operate the Employer and Commuter Trip Reduction/Rideshare Programs. Further, Interested Party shall not disclose a participant's personal information, including but not limited to a participant's residence address, employment address or hours of employment for the purpose of assisting private entities in the establishment or implementation of carpooling or ridesharing programs, to any other person or use such information for purpose other than as necessary to operate the Employer and Commuter Trip Reduction/Rideshare Programs without the prior written consent of the participant as required by California Penal Code section 63 7. Interested Party shall limit access to the Confidential Information only to individuals who are directly involved in operation of the Employer and Commuter Trip Reduction/Rideshare Programs and further provided that such individuals are legally bound to maintain the confidentiality of the Confidential Information on substantially the same terms as set forth herein. The foregoing restrictions on disclosure shall not apply to Confidential Information which is (a) already known by the recipient, (b) becomes, through no act or fault of the recipient, publicly known, (c) received by recipient from a third party without a restriction on disclosure or use, or ( d) independently developed by recipient without reference to the other party's Confidential Information. 2.3 Immediately upon (i) the expiration or termination of Interested Party's employment or association with SANBAG, (ii) the expiration or termination of the Agreement, or (iii) a request by RCTC, Interested Party shall turn over to RCTC all Confidential Information and all documents or media containing any such Confidential Information and any and all copies or extracts thereof. 2.4 RCTC is an express third party beneficiary of this Non-Disclosure and Confidentiality Agreement. -----------------------------------SIGN A TURES ON FOLLOWING PA GE------------------------- 15-1001245 17336.00013\24602108.1 Page 16 of 20 77 IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure and Confidentiality Agreement on the date first written above. By: Title: SANBAG Raymond W. Wolfe, PhD Executive Director 15-1001245 17336.00013\24602108.1 INTERESTED PARTY By: Page 17 of 20 78 Attachment "C" Federal Flow Down Provisions ARTICLE I --FISCAL PROVISIONS A. The Cost Principles and Procedures set forth in 48 CFR Ch. 1, Subch. E, Part 31, as constituted on the effective date of this Contract shall be utilized to determine allowability of costs under this Contract and may be modified from time to time by written amendment of the Contract. B. RCTC agrees to comply with Federal Department of Transportation procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards .. C. Any costs for which payment has been made to RCTC that are determined by subsequent audit to be unallowed under 48 CFR, Ch.1, Subch E, Part 31, Contract Cost Principles and Procedures, or 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards shall be repaid by RCTC to Agency. SANBAG shall then repay RCTC for such costs, if such costs are for the Services, using local funds. ARTICLE II -AUDITS, THIRD PARTY CONTRACTING, RECORDS RETENTION AND REPORTS A. RCTC agrees that any and all subcontractors of RCTC performing Work under this Agreement will comply with the terms and conditions of this Agreement applicable to the portion of Work performed by them. CONSULTANT shall incorporate the following applicable provisions of this Agreement into their subcontracts regardless of the tier: Article I --Fiscal Provisions, and this Article II --Audits, Third Party Contracting, Records Retention and Reports. B. RCTC shall provide SANBAG, or authorized representatives or agents of SANBAG, including but not limited to Caltrans, Federal Transit Administration (FTA) or Federal Highway Administration (FHW A), access to CONSULTANT' s records that are directly related to this Agreement for the purpose of inspection, auditing or copying. RCTC shall maintain all records related to this Agreement in an organized way in the original format, electronic and hard copy, conducive to professional review and audit, for a period of three (3) years from the date of final payment by SANBAG, except in the event of litigation or settlement of claims arising out of this Agreement in which case RCTC agrees to maintain records through the conclusion of all such litigation, appeals or claims related to this Agreement. RCTC further agrees to maintain separate records for costs of 15-1001245 17336.00013\24602108.1 Page 18 of 20 79 work performed by amendment. RCTC shall allow SANBAG, Caltrans, FHWA, FTA or any duly authorized agents to reproduce any materials as reasonably necessary. D. The cost proposal and/or invoices for this Agreement are subject to audit by SANBAG and/or any state or federal agency funding this Project at any time. After RCTC receives any audit recommendations, the cost proposal shall be adjusted by RCTC and approved by SANBAG's Project Manager to conform to the audit recommendations. RCTC agrees that individual items of cost identified in the audit report may be incorporated into the Agreement at SANBAG's sole discretion. Refusal by RCTC to incorporate the audit or post award recommendations will be considered a breach of the Agreement and cause for termination of the Agreement. Any dispute concerning the audit findings of this Agreement shall be reviewed by SANBAG's Chief Financial Officer. RCTC may request a review by submitting the request in writing to SANBAG within thirty (30) calendar days after issuance of the audit report. SANBAG shall pay all costs related to the audit. Further, a breach under this clause shall not imply any wrongdoing by RCTC. SANBAG shall pay RCTC for work completed up to the date of termination if such costs are for the Services. As determined necessary by SANBAG, such payment will be made using local funds. E. RCTC agrees that RCTC's travel and per diem reimbursements and third-party contract reimbursements to subcontractors will be allowable as Project Costs only after those costs are incurred and paid for by the subcontractors. ARTICLE III. EQUAL EMPLOYMENT OPPORTUNITY During the term of this Agreement, RCTC shall not willfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, medical condition, gender, marital status, sexual orientation, age, political affiliation or disability. RCTC agrees to comply with the provisions of Executive Orders 11246, 11375, 11625, 12138, 12432, 12250, Title VII of the Civil Rights Act of 1964, the California Fair Employment Practices Act and other applicable Federal, State and County laws and regulations and policies relating to equal employment and contracting opportunities, including laws and regulations hereafter enacted. ARTICLE IV. GENERAL A. Subcontracts must include prov1s10ns for terminating the subcontract for cause or convenience by SANBAG. SANBAG's own preferred language may be used. B. Subcontracts must include administrative, contractual or legal remedies in instances of the subcontractor violating or breaching the Agreement terms. ARTICLE V. COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT 15-1001245 17336.00013\24602108.1 Page 19 of 20 80 RCTC shall comply with all applicable provisions of the Americans With Disabilities Act in performing Work under this Agreement. 15-1001245 17336.00013\24602108.1 Page 20 of 20 81