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11 November 28, 2016 Western Riverside County Programs and ProjectsComments 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. RIVERSIDE COUNTY TRANSPORTATION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE MEETING AGENDA TIME: 1:30 p.m. DATE: Monday, November 28, 2016 LOCATION: BOARD ROOM County of Riverside Administrative Center 4080 Lemon Street, First Floor, Riverside  COMMITTEE MEMBERS  Ben Benoit, Chair / Timothy Walker, City of Wildomar Deborah Franklin, Vice Chair / Art Welch, City of Banning Karen Spiegel / Randy Fox, City of Corona Adam Rush / Clint Lorimore, City of Eastvale Frank Johnston / Brian Berkson, City of Jurupa Valley Scott Mann / John Denver, City of Menifee Yxstian Gutierrez / Jesse Molina, City of Moreno Valley Berwin Hanna / Ted Hoffman, City of Norco Daryl Busch / Rita Rogers, City of Perris Andrew Kotyuk / Crystal Ruiz, City of San Jacinto Kevin Jeffries, County of Riverside, District I Marion Ashley, County of Riverside, District V  STAFF  Anne Mayer, Executive Director John Standiford, Deputy Executive Director  AREAS OF RESPONSIBILITY  Air Quality, Capital Projects, Communications and Outreach Programs, Intermodal Programs, Motorist Services, New Corridors, Regional Agencies/Regional Planning, Regional Transportation Improvement Program (RTIP), Specific Transit Projects, State Transportation Improvement Program (STIP), Transportation Uniform Mitigation Fee (TUMF) Program, and Provide Policy Direction on Transportation Programs and Projects related to Western Riverside County and other areas as may be prescribed by the Commission. COMM-WRC-00035 TO: Riverside County Transportation Commission FROM: Jennifer Harmon, Clerk of the Board DATE: November 16, 2016 SUBJECT: Possible Conflicts of Interest Issues – Western Riverside County Programs and Projects Committee Agenda of November 28, 2016 The November 28 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. 8 – RCTC 91 Express Lanes Changeable Message Signs Maintenance Agreement and Software Purchase Consultant(s): Daktronics, Inc. Sarah Licht, Transportation Services Manager 201 Daktronics Drive Brookings, SD 57006 Agenda Item No. 9 – Agreement for Landscape Maintenance Services Consultant(s): Tropical Plaza Nursery, Inc. Leslie Fields, President 9642 Santiago Blvd. Villa Park, CA 92861 RIVERSIDE COUNTY TRANSPORTATION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE www.rctc.org AGENDA* *Actions may be taken on any item listed on the agenda 1:30 p.m. Monday, November 28, 2016 BOARD ROOM County Administrative Center 4080 Lemon Street, First Floor Riverside, California In compliance with the Brown Act and Government Code Section 54957.5, agenda materials distributed 72 hours prior to the meeting, which are public records relating to open session agenda items, will be available for inspection by members of the public prior to the meeting at the Commission office, 4080 Lemon Street, Third Floor, Riverside, CA, and on the Commission’s website, www.rctc.org. In compliance with the Americans with Disabilities Act, Government Code Section 54954.2, and the Federal Transit Administration Title VI, please contact the Clerk of the Board at (951) 787-7141 if special assistance is needed to participate in a Commission meeting, including accessibility and translation services. Assistance is provided free of charge. Notification of at least 48 hours prior to the meeting time will assist staff in assuring reasonable arrangements can be made to provide assistance at the meeting. 1. CALL TO ORDER / ROLL CALL 2. PLEDGE OF ALLEGIANCE 3. 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 distribute d 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. Bo ard members may refer such matters to staff for factual information or to be placed on the subsequent agenda for consideration. 4. APPROVAL OF MINUTES – OCTOBER 24, 2016 Western Riverside County Programs and Projects Committee November 28, 2016 Page 2 5. 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.) 6. AMENDMENT TO 91 EXPRESS LANES RCTC-OCTA FACILITY AGREEMENT Page 1 Overview This item is for the Committee to: 1) Approve Agreement No. 16-31-025-02, Amendment No. 2 to Agreement No. 16-31-025-00, with the Orange County Transportation Authority (OCTA) for joint operating costs of the toll operations center in the amount of $2,536,500, plus a contingency amount of $126,825, for a total amount not to exceed $2,663,325; 2) Authorize Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director or designee to approve the use of the contingency amount as may be required; and 4) Forward to the Commission for final action. 7. DEPARTMENT OF CALIFORNIA HIGHWAY PATROL AGREEMENT FOR RCTC 91 EXPRESS LANES TOLL ENFORCEMENT Page 11 Overview This item is for the Committee to: 1) Approve Agreement No. 17-31-044-00 to the Department of California Highway Patrol (CHP) for toll enforcement on the RCTC 91 Express Lanes for a three-year term in the amount of $1,443,310, plus a contingency amount of $56,690, for a total 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; 3) Authorize the Executive Director, or designee, to approve contingency work as may be required for the agreement; and 4) Forward to the Commission for final action. Western Riverside County Programs and Projects Committee November 28, 2016 Page 3 8. RCTC 91 EXPRESS LANES CHANGEABLE MESSAGE SIGNS MAINTENANCE AGREEMENT AND SOFTWARE PURCHASE Page 20 Overview This item is for the Committee to: 1) Award Agreement No. 17-31-045-00 to Daktronics, Inc. (Daktronics) for the maintenance and repair of the changeable message signs (CMS) for the 91 Express Lanes for a four-year term, in the amount of $115,690, plus a contingency amount of $11,569, for a total amount not to exceed $127,259; 2) Award Agreement No. 17-31-046-00 to Daktronics for CMS software for the RCTC 91 Express Lanes, in the amount of $16,200, plus a contingency amount of $1,620, for a total amount not to exceed $17,820; 3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on behalf of the Commission; 4) Authorize the Executive Director or designee to approve the use of the contingency amount as may be required for the agreements; and 5) Forward to the Commission for final action. 9. AGREEMENT FOR LANDSCAPE MAINTENANCE SERVICES Page 32 Overview This item is for the Committee to: 1) Award Agreement No. 17-24-023-00 to Tropical Plaza Nursery, Inc. (Tropical) for the provision of landscape maintenance services for a three-year term, and two, two-year options to extend the agreement, in an amount of $3,267,100, plus a contingency amount of $326,710, for a total amount not to exceed $3,593,810; 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 approve the use of the contingency amount as may be required for these services; and 4) Forward to the Commission for final action. 10. 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. 11. ADJOURNMENT RIVERSIDE COUNTY TRANSPORTATION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE ROLL CALL November 28, 2016 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 Prese t 0 X AGENDA ITEM 4 MINUTES RIVERSIDE COUNTY TRANSPORTATION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE Monday, October 24, 2016 MINUTES 1. CALL TO ORDER/ ROLL CALL The meeting of the Western Riverside County Programs and Projects Committee was called to order by Chair Ben Benoit at 1:31 p.m., in the Board Room at the County of Riverside Administrative Center, 4080 Lemon Street, First Floor, Riverside, California, 92501. 2. PLEDGE OF ALLEGIANCE At this time, Commissioner Deborah Franklin led the Western Riverside County Programs and Projects Committee in a flag salute. Members/Alternates Present Members Absent Marion Ashley Yxstian Gutierrez Ben Benoit Andrew Kotyuk Daryl Busch Adam Rush John Denver Deborah Franklin Berwin Hanna Kevin Jeffries* Frank Johnston Karen Spiegel *arrived after the meeting started 3. PUBLIC COMMENTS There were no requests to speak from the public. RCTC WRC Programs and Projects Committee Minutes October 24, 2016 Page 2 4. APPROVAL OF MINUTES – SEPTEMBER 26, 2016 M/S/C (Johnston/Franklin) to approve the minutes as submitted. 5. ADDITIONS/REVISIONS There were no additions or revisions at this time. 6. AMENDMENT TO THE 91 EXPRESS LANES OPERATOR AGREEMENT Jennifer Crosson, Toll Operations Manager, presented the scope of the amendment to the 91 Express Lanes operator agreement. At this time Commissioner Kevin Jeffries arrived. M/S/C (Busch/Johnston) to: 1) Approve Agreement No. 13-31-105-01, Amendment No. 1 to Agreement No. 13-31-105-01, the operator agreement (ORCOA) between the Orange County Transportation Authority (OCTA), the Commission, and Cofiroute USA, LLC (Cofiroute), for a net reduction in operations and maintenance services for the 91 Express Lanes in an amount of $2,900,947, and a total amount not to exceed $31,196,999; and 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 . 7. TRANSPORTATION UNIFORM MITIGATION FEE REGIONAL ARTERIAL PROGRAM – PROJECT DELIVERY UPDATE John Standiford, Deputy Executive Director, presented the Transportation Uniform Mitigation Fee Regional Arterial Program project delivery update. Anne Mayer, Executive Director, noted no additional projects can be added to the project list until the remaining three priority projects have received the necessary funding. M/S/C to: 1) Receive and file a status report on the Transportation Uniform Mitigation Fee (TUMF) Regional Arterial program; and 2) Forward to the Commission for final action. RCTC WRC Programs and Projects Committee Minutes October 24, 2016 Page 3 8. AGREEMENT FOR FINAL DESIGN AND RIGHT OF WAY ACQUISITION FOR THE CONSTRUCTION OF THE INTERSTATE 215/PLACENTIA AVENUE INTERCHANGE IMPROVEMENT PROJECT Alex Menor, Capital Projects Manager, presented the scope of the agreement for final design and right of way acquisition for the construction of the I-215/Placentia Avenue interchange improvement project. In response to Commissioner Marion Ashley’s question regarding the total project cost, Alex Menor replied the entire project is approximately $1.72 billion and the interchange is approximately $58 million and is part of the project cost. The project construction should commence in early 2019 and will take at least a year and a half to build. The environmental document requires this interchange project as part of the Mid County Parkway project. At Commissioner Karen Spiegel’s request, Anne Mayer clarified staff will not know the exact cost of the Placentia Avenue interchange project until the entire project goes out for bid in 2018. She explained staff is asking the Commission to approve the design work and utility agreement and authorize staff to proceed in the right of way acquisition throughout the corridor. M/S/C (Johnston/Spiegel) to: 1) Award Agreement No. 16-31-066-00 to T.Y. Lin International (T.Y. Lin) to perform final engineering services and prepare plans, specifications, and cost estimate (PS&E) for the construction of the Interstate 215 /Placentia Avenue interchange improvements project (Project) in the amount of $3,412,700, plus a contingency amount of $341,300 for potential changes in scope, for a total amount not to exceed $3,754,000; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director or designee to approve contingency work as may be required for the Project; 4) Approve Agreement No. 17-31-039-00 with Caltrans for the final design and right of way (ROW) acquisition of the Project; 5) Authorize the Executive Director, pursuant to legal counsel review, to execute the agreement and future non-funding related amendments to this agreement; 6) Authorize the Executive Director, pursuant to legal counsel review, to execute utility agreements required for the Project in an amount not to exceed $1.2 million; RCTC WRC Programs and Projects Committee Minutes October 24, 2016 Page 4 7) Authorize the Executive Director, pursuant to legal counsel review, to acquire required parcels and mitigation property for the Mid County Parkway (MCP) project in accordance with the Commission’s ROW policies and procedures and subject to available funding; and 8) Forward to the Commission for final action. 9. MOBILE SOURCE AIR POLLUTION REDUCTION REVIEW COMMITTEE TRANSPORTATION CONTROL MEASURE PARTNERSHIP PROGRAM Sheldon Peterson, Rail Manager, presented the details of the Mobile Source Air Pollution Reduction Review Committee Transportation Control Measure Partnership Program. M/S/C (Busch/Franklin) to: 1) Approve Agreement No. 17-25-016-00 with the South Coast Air Quality Management District (SCAQMD) for a grant from the Mobile Source Air Pollution Reduction Review Committee (MSRC) Transportation Control Measure Partnership Program in the amount of $1,909,241; 2) Approve Agreement No. 17-25-038-00 with the city of Riverside for the Rustin Avenue Sidewalk Improvement and Bike Lane project in the amount not to exceed $600,000; 3) Approve an amendment in the amount of $1,909,241 to the FY 2016/17 Commuter Rail Short Range Transit Plan (SRTP); 4) Approve an increase in revenues and expenditures of $1,909,241 in the FY 2016/17 budget related to the MSRC grant; and 5) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on behalf of the Commission; and 6) Forward to the Commission for final action. 10. OCTA 2016 ANGELS EXPRESS AGREEMENT Sheldon Peterson presented the scope of the OCTA 2016 Angels Express agreement. M/S/C (Franklin/Johnston) to: 1) Approve Agreement No. 17-25-014-00 with the Orange County Transportation Authority (OCTA) for the cost sharing of the 2016 Angels Express Service for an initial one-year term in an amount not to exceed $33,176, with additional option years for the 2017 season and beyond upon mutual written agreement by both agencies in an amount not to exceed an annual 5 percent increase; RCTC WRC Programs and Projects Committee Minutes October 24, 2016 Page 5 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement, including option years, on behalf of the Commission; and 3) Forward to the Commission for final action. No: Jeffries 11. TRANSIT TRANSFER AND LICENSE AGREEMENTS Sheldon Peterson presented the scope of the transit transfer and license agreements. At Commissioner Daryl Busch’s request, Sheldon Peterson clarified this program is in line with other agencies that partner with Metrolink. At Commissioner Franklin’s request, Sheldon Peterson clarified Omnitrans is providing free connections to Metrolink riders and the Commission is covering the cost of the transfer for those riders. In response to Chair Benoit’s question regarding weekend passes, Sheldon Peterson discussed the new weekend pass guidelines. It is for either Saturday or Sunday, no longer for the entire weekend. M/S/C (Johnston/Hanna) to: 1) Approve Agreement No. 17-25-015-00 with Omnitrans for reimbursement of transit transfers effective January 1, 2017, for an indefinite term cancelable by either party with a 30-day notice in an amount approximating $15,000 annually; 2) Approve Agreement No. 17-25-033-00 with Megabus Northeast LLC (Megabus) for use of the Commission’s Riverside-Downtown Station for a three-year term, with two two-year options to extend the agreement, in an estimated revenue amount of $117,245 for the full term of all the options; 3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements, including option years, on behalf of the Commission; and 4) Forward to the Commission for final action . 12. COMMISSIONERS / STAFF REPORT 12A. Anne Mayer:  Briefed the Committee on the Mobility 21 Summit held on October 21; and RCTC WRC Programs and Projects Committee Minutes October 24, 2016 Page 6  Announced Haviva Shane, Legal Counsel with Best Best and Krieger LLP, will attend all future committee meetings to address any legal questions from Commissioners. 12B. Commissioner Spiegel expressed appreciation to Anne Mayer and Scott Matas for their presentations at the Mobility 21 Summit. 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 6 Agenda Item 6 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: November 28, 2016 TO: Western Riverside County Programs and Projects Committee FROM: Jennifer Crosson, Toll Operations Manager THROUGH: Michael Blomquist, Toll Program Director SUBJECT: Amendment to 91 Express Lanes RCTC-OCTA Facility Agreement STAFF RECOMMENDATION: This item is for the Committee to: 1) Approve Agreement No. 16-31-025-02, Amendment No. 2 to Agreement No. 16-31-025-00, with the Orange County Transportation Authority (OCTA) for joint operating costs of the toll operations center in the amount of $2,536,500, plus a contingency amount of $126,825, for a total amount not to exceed $2,663,325; 2) Authorize Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director or designee to approve the use of the contingency amount as may be required; and 4) Forward to the Commission for final action. BACKGROUND INFORMATION: The Commission and OCTA entered into an agreement for State Route 91 Express Lanes and Corridor Improvements (cooperative agreement), dated December 16, 2011, which addresses the rights and obligations of the parties related to operation of the OCTA 91 Express Lanes and the RCTC 91 Express Lanes (collectively, the 91 Express Lanes). The Commission and OCTA subsequently entered into a facility agreement, also known as the RCTC-OCTA Facility Agreement or ROFA, dated November 24, 2015, to implement the cooperative agreement related to the lease, expansion, and joint use of the toll operations center. In October, the Commission approved a first amendment to the facility agreement to implement the cooperative agreement related to improvements to and joint use of the customer service center. The Commission and OCTA now desire to enter into a second amendment to the facility agreement in order for the Commission to allocate funding to reimburse OCTA and to pay for certain costs administered by the toll service provider, Cofiroute USA, LLC (Cofiroute), which the parties agreed, under the cooperative agreement, to jointly share in accordance with a 50/50 cost split. These costs are generally identified in Section 2.7.2 and Section 2.7.5 of the cooperative agreement and are for the joint operation and maintenance of the existing and 1 Agenda Item 6 new toll-related facilities, which include the built-out toll operations center and the customer services center, and in Section 7.1.4 of the cooperative agreement, related to certain additional vendor contracts and operational costs. Staff worked with OCTA and Cofiroute to identify shared costs for the initial 1 7 months of operation, February 1, 2017 through June 30, 2018. Staff and OCTA also assigned responsibility for the administration and payment of shared cost s. Exhibits A, B, and C of the attached amendment provide details for those costs. Staff is requesting approval of an amendment to the facility agreement for the Commission’s share of the costs OCTA will administer on behalf of the 91 Express Lanes, in the amount of $1,900,500 (Exhibit A of amendment), and for the total amount of costs administered by Cofiroute and paid by the Commission, in the amount of $636,000 (Exhibit C of amendment). OCTA will reimburse the Commission for 50 percent of the costs identified in Exhibit C of the amendment. Exhibit B of the amendment includes costs that will be administered by the Commission on behalf of the Commission and OCTA. The items included in Exhibit B were approved by the Commission in a previous action (traffic operations center video systems) or are the subject of another staff report in this Commission cycle (changeable message signs). Staff is requesting approval of an amendment to the facility agreement, in substantially the form attached, to allocate the amount of $2,536,500 for joint operating costs to be paid by the Commission, and $126,825 for a 5 percent contingency for a total amount not to exceed $2,663,325. The Fiscal Year 2016/17 budget includes amounts for these operating costs as well as reimbursement revenues from OCTA. Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2016/2017 FY 2017/2018 Amount: $783,331* $1,879,994* (*Excludes OCTA reimbursements totaling $333,900) Source of Funds: Toll Revenues, Toll Bond Proceeds Operations and Maintenance Fund Budget Adjustment: No N/A GL/Project Accounting No.: 009199 65XXX 00000 0000 591 31 65XXX (Professional Services) 009199 73XXX 00000 0000 591 31 73XXX (Operating Costs) 009199 90XXX 00000 0000 591 31 90XXX (Capital Outlay) Fiscal Procedures Approved: Date: 11/10/2016 Attachment: Draft Agreement 16-31-025-02, including Exhibits A, B and C 2 17336.02109\29283233. 5 1 AMENDMENT NO. 2 TO 91 EXPRESS LANES RCTC- OCTA FACILITY AGREEMENT (“ROFA”) This Amendment No. 2 to 91 Express Lanes RCTC-OCTA Facility Agreement No. 16-31-025-00 (“Amendment No. 2”) is made and entered into this _____ day of _________ 2016 by and between the Riverside County Transportation Commission (“RCTC”) and the Orange County Transportation Authority (“OCTA”). RCTC and OCTA are sometimes referred to herein individually as "Party", and collectively as the "Parties". Recitals A. RCTC and OCTA previously entered into that certain RCTC-OCTA Facility Agreement (“ROFA”), dated November 24, 2015, to set forth the rights and obligations of the Parties related to the lease, expansion, and joint use of the Toll Operations Center, as that term is defined in the ROFA. B. RCTC and OCTA previously entered into that Amendment No. 1 to the ROFA, dated October 26, 2016, to address the build-out of the Customer Services Center, as that term is defined in the ROFA, and CSC lease payments. C. RCTC and OCTA entered into that certain Cooperative Agreement for State Route 91 Express Lanes and Corridor Improvements, entered into by the Parties on December 16, 2011 (“Cooperative Agreement”) which, among other things, anticipated the sharing of certain joint operating costs. D. RCTC and OCTA now desire to enter into this Amendment No. 2 in order for the Parties (i) to identify certain third party vendor agreements entered into by OCTA or RCTC, respectively, related to operation of the 91 Express Lanes (“Third Party Vendor Agreements”), (ii) to identify certain purchases administered by one Party and to be jointly funded by the other Party, and (iii) for each Party to allocate funding to reimburse the other Party for its share of costs incurred under such Third Party Vendor Agreements and for such purchases. OCTA also desires to allocate funding to reimburse RCTC for payment of certain third party contracts and purchases administered by Cofiroute, USA LLC (“Cofiroute”) and not funded under that certain three party operating agreement, entered into by OCTA, RCTC and Cofiroute dated as of May 24, 2013 (“ORCOA”). NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, it is mutually understood and agreed as follows: 1. Amendment. In accordance with Section 8, the ROFA is hereby amended by adding a new Addendum 1 entitled “ROFA Addendum for Funding and Payment of Certain Joint Operating Costs,” which is attached hereto and incorporated herein by reference, setting forth terms pertaining to the allocation of funding and payment by each Party for costs incurred by the 3 17336.02109\29283233. 5 2 other Party under Third Party Vendor Agreements, and for certain costs incurred by RCTC for third party contracts and purchases administered by Cofiroute for operation of the 91 Express Lanes, and not funded under the ORCOA. 2. Continuing Effect of Agreement. Except as amended by this Amendment No. 2, all provisions of the ROFA, as previously amended, shall remain unchanged and in full force and effect. 3. Counterparts. This Amendment No. 2 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. 4 17336.02109\29283233. 5 3 Addendum 1 ROFA Addendum for Funding and Payment of Certain Joint Operating Costs This ROFA Addendum for Funding and Payment of Certain Joint Operating Costs (hereafter “Addendum”) sets forth the respective rights and obligations of RCTC and OCTA, respectively, pertaining to the payment and reimbursement of certain costs incurred by the other Party under the identified Third Party Vendor Agreements and of certain purchases made by one Party to be jointly funded by the other Party, and to the allocation of funding by OCTA to reimburse RCTC for payment of certain third party contract costs and purchases administered by Cofiroute and not funded under the ORCOA. 1. Defined Terms. Capitalized terms used in this Addendum, including in the recitals to Amendment No. 2, and not otherwise defined herein shall have the meanings set forth in the Cooperative Agreement. 2. Funding and Payment for Certain Joint Operating Costs. The Parties agree that there are certain joint operating costs for the Toll Related Facilities, as identified in Section 2.8.5 of the Cooperative Agreement, that will be incurred by one Party on behalf of the other Party, and by Cofiroute for the benefit of both Parties. Each Party agrees to reimburse the other Party for its share of the joint operating costs incurred from February 1, 2017 through June 30, 2018 according to the Percentage Cost Split as follows: A. RCTC Payments to OCTA for Third Party Vendor Agreements or Purchases Administered by OCTA. RCTC hereby allocates $1,900,500 for its share of joint operating costs incurred by OCTA. The initial list of Third Party Vendor Agreements or purchases to be administered by OCTA, and jointly funded by RCTC, are included in Exhibit “A” attached to this Addendum and incorporated herein by reference. OCTA agrees to obtain RCTC approval of any new or additional Third Party Vendor Agreements or purchases not listed in Exhibit “A”, and subject to cost sharing as set forth herein. Additions and changes to Exhibit “A” may be approved in writing b y RCTC’s Executive Director, or designee, without an amendment to this Addendum provided that the total costs to be shared by RCTC do not exceed the amount set forth in this paragraph. OCTA shall invoice RCTC monthly for the joint operating costs identified in Exhibit “A”, and RCTC shall reimburse all approved costs within 30 days of receipt of an invoice from OCTA. B. OCTA Payments to RCTC for Third Party Vendor Agreements or Purchases Administered by RCTC. OCTA hereby allocates $113,308 for its share of joint operating costs incurred by RCTC. The initial list of Third Party Vendor Agreements or purchases to be administered by RCTC, and jointly funded by OCTA, are included in Exhibit “B” attached to this Addendum and incorporated herein by reference. RCTC agrees to obtain OCTA approval of any new or additional Third Party Vendor Agreements or purchases not listed in Exhibit “B”, and subject to cost sharing as set forth herein. Additions and changes to Exhibit 5 17336.02109\29283233. 5 4 “B” may be approved in writing by OCTA’s Chief Executive Officer, or designee, without an amendment to this Addendum provided that the total costs to be shared by OCTA do not exceed the amount set forth in this paragraph. RCTC shall invoice OCTA monthly for the joint operating costs identified in Exhibit “B”, and OCTA shall reimburse all approved costs within 30 days of receipt of an invoice from RCTC. C. OCTA Reimbursement to RCTC for Third Party Contracts and Purchases Up to $25,000 Initiated by Cofiroute in the name of the 91 Express Lanes and Initially Paid by RCTC. OCTA hereby allocates $318,000 for its share of costs for third party contracts and purchases up to $25,000 made in the name of the 91 Express Lanes, initiated by Cofiroute and not funded under the ORCOA. The initial list of such third party contracts and purchases to be initiated by Cofiroute in the name of the 91 Express Lanes and jointly funded by the Parties is included in Exhibit “C” attached to this Addendum and incorporated herein by reference. RCTC and OCTA shall each approve, in advance, any procurements to be made by Cofiroute and jointly funded in accordance with this paragraph. Additions and changes to Exhibit “C” may be approved in writing by RCTC’s Executive Director and OCTA’s Chief Executive Officer, or their designees, without an amendment to this Addendum. RCTC shall pay the full invoiced amount directly to the third party contractor or vendor for approved jointly funded procurements as described herein, and shall invoice OCTA monthly for OCTA’s share of such costs, which share shall be based on the Percentage Cost Split. OCTA shall reimburse RCTC for all approved costs within 30 days of receipt of an invoice. 2. Annual Cost Allocation The Parties agree to establish the annual fiscal year amounts for the funding and payment of joint operating costs as described herein by January 15 of each year, commencing on January 15, 2018. 3. Processing of Funding and Payment of Joint Operating Costs. The Parties agree to work together to establish administrative procedures for the processing of joint operating costs as described in this Addendum. [Signatures on following page] 6 17336.02109\29283233. 5 5 SIGNATURES TO AMENDMENT NO. 2 TO 91 EXPRESS LANES RCTC-OCTA FACILITY AGREEMENT (“ROFA”) BETWEEN RIVERSIDE COUNTY TRANSPORTATION COMMISSION AND ORANGE COUNTY TRANSPORTATION AUTHORITY RIVERSIDE COUNTY ORANGE COUNTY TRANSPORTATION COMMISSION TRANSPORTATION AUTHORITY By: By: _______________________ Its: _________________________ Its: _______________________ APPROVED AS TO FORM: APPROVED AS TO FORM: BEST BEST & KRIEGER LLP WOODRUFF, SPRADLIN & SMART, APC By: ____________________________ By: _______________________ Counsel to the Riverside General Counsel to Orange County Transportation Commission County Transportation Authority 7 17336.02109\29283233. 5 6 EXHIBIT A CONTRACTS/PURCHASES ADMINISTERED BY OCTA OCTA Administered Costs February 1, 2017 to June 30, 2018 Description Total Shared Costs Shared Amount (RCTC Share) Trademark Counsel $ 6,000 $ 3,000 Contract Telecom Technician $ 20,000 $ 10,000 Customer Newsletter and Annual Report $ 30,000 $ 15,000 Credit Card Processing Fee $ 1,870,000 $ 935,000 Toll Road Property Insurance $ 150,000 $ 75,000 Armor Car Services $ 12,000 $ 6,000 91 Express Lanes Telecommunications Expense $ 125,000 $ 62,500 Printing of Customer Notification Materials $ 20,000 $ 10,000 Courier Service $ 1,000 $ 500 Bank Service Charge $ 12,000 $ 6,000 Transponders $ 1,500,000 $ 750,000 Telephone Software/Hardware Maintenance $ 50,000 $ 25,000 Other Miscellaneous Expenses $ 5,000 $ 2,500 Total $ 3,801,000 $ 1,900,500 8 17336.02109\29283233. 5 7 EXHIBIT B CONTRACTS/PURCHASES ADMINISTERED BY RCTC RCTC Administered Costs February 1, 2017 to June 30, 2018 Description Total Shared Costs Shared Amount (OCTA Share) Parsons (TOC) – Base contract $ 96,985 $ 48,493 Parsons (TOC) – Time and Material $ 75,000 $ 37,500 Daktronics* $ 54,631 $ 27,315 Total $ 226,616 $ 113,308 * Contract includes 10% contingency, if needed shared cost will be determined at the time of use 9 17336.02109\29283233. 5 8 EXHIBIT C CONTRACTS/PURCHASES ADMINISTERED BY COFIROUTE Cofiroute Administered Costs February 1, 2017 to June 30, 2018 Description Total Shared Costs Shared Amount Roadway Repair Materials $ 5,000 $ 2,500 Utilities $ 25,000 $ 12,500 Office Supplies and Equipment $ 15,000 $ 7,500 Postage Fees $ 15,000 $ 7,500 PC Workstations/Hardware $ 125,000 $ 62,500 Software $ 25,000 $ 12,500 Business Expenses $ 10,000 $ 5,000 Other Miscellaneous Expenses $ 5,000 $ 2,500 Network Evaluation/PCI (Payment Card Industry) Compliance $ 26,000 $ 13,000 91 Express Lanes Telecommunications Expense $ 7,000 $ 3,500 Printing of Customer Notification Materials $ 18,000 $ 9,000 Credit Card Processing Fees $ 130,000 $ 65,000 System Maintenance and Support $ 150,000 $ 75,000 Equipment Maintenance Services $ 80,000 $ 40,000 Total $ 636,000 $ 318,000 10 AGENDA ITEM 7 Agenda Item 7 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: November 28, 2016 TO: Western Riverside County Programs and Projects Committee FROM: Jennifer Crosson, Toll Operations Manager THROUGH: Michael Blomquist, Toll Program Director SUBJECT: Department of California Highway Patrol Agreement for RCTC 91 Express Lanes Toll Enforcement STAFF RECOMMENDATION: This item is for the Committee to: 1) Approve Agreement No. 17-31-044-00 to the Department of California Highway Patrol (CHP) for toll enforcement on the RCTC 91 Express Lanes for a three-year term in the amount of $1,443,310, plus a contingency amount of $56,690, for a total 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; 3) Authorize the Executive Director, or designee, to approve contingency work as may be required for the agreement; and 4) Forward to the Commission for final action. BACKGROUND INFORMATION: In early 2017, the Commission will begin operating the RCTC 91 Express Lanes. As established in the RCTC 91 Express Lanes toll policy goals, the success of the RCTC 91 Express Lanes is dependent on the collection of toll revenue sufficient to support the operation of the express lanes and the repayment of debt. A critical element to ensuring that the toll revenue goals of the RCTC 91 Express Lanes are achieved is the enforcement of toll policies and toll violations. The RCTC 91 Express Lanes toll policies provide for free and discounted tolls to high occupancy vehicles with three or more occupants (HOV3+). In order to identify vehicles that are eligible for the HOV3+ discount, the motorist is instructed to drive through a dedicated HOV3+ lane when passing through a toll point. The RCTC 91 Express Lanes have two toll points where a customer can drive through an HOV3+ lane, one eastbound and one westbound. In order to discourage vehicles with less than three occupants from driving through the HOV3+ lane a nd receiving free or discounted tolls, it is proposed the CHP provide on-road enforcement. The proposed agreement provides for the CHP to be present during peak periods to visually observe motorists as they drive through the HOV3+ lane and issue citations to those that do not meet the minimum occupant requirement. Initially, the CHP enforcement hours will be from 5 a.m. 11 Agenda Item 7 to 10 a.m. and 2 p.m. to 8 p.m. The CHP enforcement hours will be adjusted based on actual traffic volumes and enforcement needs. Additionally, the RCTC 91 Express Lanes toll policies and California Vehicle Code 23302(a) include a requirement for users of the RCTC 91 Express Lanes to have a FasTrak™ transponder associated with a valid account mounted in their vehicle. Customers without a transponder trigger the on-road violation enforcement cameras capturing an image of the license plate. These transactions will be submitted through a violation process as defined in the RCTC 91 Express Lanes Violation Ordinance adopted by the Commission in June 2016. The process prescribed in the violation ordinance will facilitate the collection of tolls and penalties from users that do not pay their toll at the time of travel via a FasTrak ™ transponder and for which a legible image of the vehicle plate is captured. Some customers using the RCTC 91 Express Lanes without a FasTrak™ transponder will also not have a plate on their vehicle or a plate for which the on-road cameras can capture a legible image. These transactions will result in uncollectible transactions and a loss of toll revenue. The on-road violation enforcement system illuminates an overhead light when a vehicle passes through the toll point without a valid transponder. By observing the overhead light, officers can identify vehicles without a license plate and issue a citation. The RCTC 91 Express Lanes toll facility was designed and built to accommodate the positioning of CHP vehicles for enforcement. The RCTC 91 Express Lanes include a protected space in the median alongside the HOV3+ lane for officers to observe vehicles as they pass through the tolling points. They include adequate shoulder for the officer to safely pull over motorists without impeding the flow of traffic in the Express Lanes and a turnaround location allowing the officers to efficiently and safely reposition themselves for continued enforcement. CHP is used by toll agencies throughout the state of California to perform toll evasion enforcement. The Orange County Transportation Authority has a contract with CHP for toll enforcement and reports the use of the CHP and the presence of officers reduces the number of violators allowing for the collection of a higher percent of revenue. In October, the Commission approved an agreement with Caltrans for the maintenance of the RCTC 91 Express Lanes toll facility. Caltrans will be performing maintenance according to an established schedule and requires the use of CHP to provide a maintenance zone enhanced enforcement program (MAZEEP). The use of CHP to perform MAZEEP will enhance the safety of Caltrans, toll provider staff and Commission staff safety while in the maintenance work zone. The CHP agreement is a time and materials agreement that will be managed through the scheduling of CHP activity to ensure the RCTC 91 Express Lanes receives services during operating hours for which the loss of revenue is the highest and for all maintenance activities which involve Caltrans. The estimated annual contract value of $500,000 provides for 60 hours of enforcement per week and 24 hours of MAZEEP every three weeks and includes a contingency of approximately $18,900, or four percent, per year to allow for schedule changes. 12 Agenda Item 7 Enforcement is approximately 88 percent of the contract value, while MAZEEP support is 12 percent. The Toll Facility Agreement (TFA) between RCTC and Caltrans, which granted a lease to the Commission to use the SR-91 median for the operation of the RCTC 91 Express Lanes, provides the Commission with the option to engage the services of the CHP. CHP is designated by the state of California as the agency to perform enforcement on the state highways . The TFA and state designation of CHP as the agency to provide policing services on the RCTC 91 Express Lanes and the use of CHP across the state by toll agencies makes CHP the best choice for the performance of violation enforcement and MAZEEP at this time. If the Commission is not satisfied with CHP’s performance or determines a better option for police services on the RCTC 91 Express Lanes, the Commission has the right to terminate the contract with 30-day advance written notice. The Commission’s Procurement Policy Manual adopted September 9, 2015, allows for the non- competitive procurement of non-federally funded services if the services are to be provided by a government or other public entity. Toll enforcement and MAZEEP services on the RCTC 91 Express Lanes are essential to the collection of toll revenue and the safety of maintenance personnel. Staff recommends the Commission approve Agreement No. 17-31-044-00 with CHP for a term of three years at a cost not to exceed $1.5 million. The FY 2016/17 budget includes an amount for CHP services; therefore, no budget adjustment is required. Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2016/17 FY 2017/18+ Amount: $ 250,000 $1,250,000 Source of Funds: Toll Bond Operations and Maintenance Funds and Toll Revenues Budget Adjustment: No N/A GL/Project Accounting No.: 009199 77114 00000 0000 591 31 73002 Fiscal Procedures Approved: Date: 11/7/2016 Attachment: Draft Agreement No. 17-31-044-00 13 14 15 16 17 18 19 Department of California Highway Patrol Western Riverside County Programs and Projects Committee November 28, 2016 &Express Lanes AGENDA ITEM 8 Agenda Item 8 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: November 28, 2016 TO: Western Riverside County Programs and Projects Committee FROM: Reinland Jones, Toll Technology Manager THROUGH: Michael Blomquist, Toll Program Director SUBJECT: RCTC 91 Express Lanes Changeable Message Signs Maintenance Agreement and Software Purchase STAFF RECOMMENDATION: This item is for the Committee to: 1) Award Agreement No. 17-31-045-00 to Daktronics, Inc. (Daktronics) for the maintenance and repair of the changeable message signs (CMS) for the 91 Express Lanes for a four-year term, in the amount of $115,690, plus a contingency amount of $11,569, for a total amount not to exceed $127,259; 2) Award Agreement No. 17-31-046-00 to Daktronics for CMS software for the RCTC 91 Express Lanes, in the amount of $16,200, plus a contingency amount of $1,620, for a total amount not to exceed $17,820; 3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on behalf of the Commission; 4) Authorize the Executive Director or designee to approve the use of the contingency amount as may be required for the agreements; and 5) Forward to the Commission for final action. BACKGROUND INFORMATION: As part of the SR-91 Corridor Improvement Project (91 Project), six Daktronics, Inc. changeable messages signs (CMS) were procured by Cofiroute USA, LLC (Cofiroute) under the Systems Integration and Installation Contract (SIIC) to meet the California Manual of Uniform Traffic Control Devices guidelines. These signs will be used to display information and toll rates. The maintenance and repair of the six CMS is covered under the warranty provision of the SIIC with Cofiroute for six months from the date of installation. The six-month warranty period will end on February 9, 2017, at which time the Commission is responsible for the maintenance and repair of the CMS. To ensure continued maintenance and repair services beyond the warranty period, the Commission is required to enter into a maintenance contract. 20 Agenda Item 8 DISCUSSION: The 91 Express Lanes Agreement No. 12-31-039-00 between the Orange County Transportation Authority (OCTA) and the Commission stipulates that both parties agreed to joint operations and contracting to achieve economies of scale and cost benefits when feasible. OCTA is currently replacing its existing six CMS to match the Commission’s CMS to allow for consistency across the 91 Express Lanes. A maintenance and repair agreement for the 12 CMS on the 91 Express Lanes is required to provide for telephone help desk services, annual on -site service, and on-site diagnoses of hardware and software. Due to the specialized nature of the CMS, staff determined it was in the Commission’s best interest not to conduct a formal competitive procurement and to solicit bids from two providers with specific expertise in the equipment and the 91 Express Lanes communication network — Daktronics, the manufacturer of the CMS, and Brentwood Display Services, installer under the SIIC contract and the current OCTA maintenance provider. Daktronics submitted a proposal in the amount of $115,690, which was considerably less than Brentwood’s proposal. The SIIC contract provided the base software for the new CMS to control and manage the messages displayed. Cofiroute will manage the price and information displayed on the signs. The software provided under the SIIC requires Cofiroute to enter the messages and toll rates manually. With the addition of the Commission’s section of the 91 Express Lanes, the number of entries has tripled. The increase in CMS entries is a result of the display of up to three prices per sign rather than the single price that is displayed today for the OCTA 91 Express Lanes. This increase in Cofiroute effort and the risk for operator error resulting in posting an incorrect toll rate caused staff to explore an automated interface for the posting of toll rates. Daktronics has a proprietary software module to allow for the automation of the toll rate post ing to the CMS. The add-on module is a one-time cost to the Commission of $17,820. Since Daktronics is the manufacturer of the CMS and the software developer, staff believes it is in the Commission’s best interest to procure the maintenance and repair services and software from Daktronics. Award of the agreements to Daktronics should result in minimizing operational risks related to the CMS. The CMS are vital to the 91 Express Lanes’ operation; therefore, staff recommends the award of Agreement No. 17-31-045-00 to Daktronics for maintenance and repair of the CMS for a four- year term in the amount of $115,690, plus a 10 percent contingency amount of $11,569, for a total amount not to exceed $127,259. OCTA will reimburse the Commission for 50 percent of the amount following expiration of its warranty period for its new CMS. Staff also recommends the award of Agreement No. 17-31-046-00 to Daktronics for the CMS software module add-on of $16,200, plus a 10 percent contingency amount of $1,620, for a total amount not to exceed $17,820. As this is a Commission requirement, the cost will be covered by the Commission. The FY 2016/17 budget includes an amount for CMS costs; therefore, a budget adjustment is not required. 21 Agenda Item 8 Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2016/17 FY2017/18+ Amount: $ 44,332* $100,746* (*Excludes OCTA reimbursements totaling $63,629) Source of Funds: Toll Revenues; OCTA reimbursements Budget Adjustment: No N/A GL/Project Accounting No.: 009199 73306 00000 0000 591 31 73306 Fiscal Procedures Approved: Date: 11/7/2016 Attachments: 1) Draft Agreement No. 17-31-045-00 (maintenance and repair) 2) Draft Agreement No. 17-31-046-00 (software) 22 Proposal Date: 23 September 2016 Order No. E22428 -1 Copyright © Daktronics, Inc. DF-2940 Rev-11JAN16 Page 1 of 5 EXTENDED SERVICE AGREEMENT DAKTRONICS, INC. (‘Daktronics’) Revision IV 201 Daktronics Drive Brookings, SD 57006 Phone: (800 ) 325 -8766 Daktronics Contact: Katie Severson Purchaser: Riverside County Transportation Commission Address: 4080 Lemon St Customer ID: 187939 -001 City, State, Zip : Riverside, CA 92501 -3609 Country: United States Phone: (951) 280 -6369 Contact: Reinland Jones Email: rjones@rctc.org ------------------------------------------------------------------------------------------------------------------------ Riverside County Transportation Commission ('Purchaser') hereby agrees to purchase the services, peripherals and additional supplies (collectively, the ‘Services’) as described on Attachment A, subject to this Extended Service Agreement, the Terms and Conditions of Extended Service, and any and all applicable Attachments (collectively, the ‘Agreement’), which documents Purchaser has reviewed and agrees to accept. Term (Duration) of the Agreement Commencement Date: 1 September 2016 Expiration Date: 31 August 2021 Order No.: E22428 -1 Original Job No.: C22428, C24679 Description of Services Provided Price & Payment Terms See Attachment A Due upon Commencement Date Custom PLATINUM PLUS ® Services $115,690 plus tax *Price includes cost for annual training along with annual cost for after hours phone support on both the RCTC and OCTA projects. *Annual Preventative Maintenance checks will take place on Sunday evenings to accommodate customers current lane closure schedule. Original Job No. Description of Equipment covered under this Agreement Quantity Customer ID C22428 VF-2420-27X90-66-A, DFG, LTS, 5/8 HW 6 187939-001 C24679 VF-2420-27X90-66-A 6 188358-001 Unless specifically outlined in any Attachments or in the Agreement, this Agreement does not include the following: 1.Any applicable taxes. 2.Third party systems, hoist systems, and any ancillary equipment. Third party systems and ancillary equipment includes, but is not limited to, front end video control systems, audio systems, video processors and players, HVAC equipment, LCD screens, and static advertising panels. Daktronics will pass along any manufacturer’s warranty. For a list of products commonly excluded from the Standard Service and Extended Service scope and to view the manufacturer’s warranty, go to www.daktronics.com/exclusions . 3.Incorporation of accessories, attachments, software or other devices not furnished by Daktronics . For Internal Use Only Bill to Loc #: ___________________________ Bill to Contact:_________________________ Check #: ______________________________ ATTACHMENT 1 23 Proposal Date: 23 September 2016 Order No. E22428 -1 Copyright © Daktronics, Inc. DF-2940 Rev-11JAN16 Page 2 of 5 ATTACHMENT A Custom PLATINUM PLUS® Services Scope of Services Services Included 1. Scheduled on-site labor to diagnose and/or replace failed electronic components. 2. Costs of Standard Access* to the Display/Equipment. 3. Daktronics parts coverage, which includes: 3.1. Daktronics Rapid Parts™ Exchange Program for available parts only. 3.2. Repair or replacement of failed electronic parts or assemblies. 3.3. Shipping of repaired or replaced failed electronic components from Daktronics. 4. Technical support via telephone during business hours as defined below. 5. Access to the Service Coordination Center. 6. One Annual Systems Check to include annual filter replacement. Systems check may be provided in conjunction with any service call. *Standard Access is defined as unrestricted access to the entire display/equipment with up to a 45’ aerial lift or bucket truck for an outdoor display or 30’ for an indoor display. Custom Platinum Plus shall not include nor be construed to include any service or support that is not expressly stated above in the definition of the Custom Platinum Plus service. Examples of services that are not within the scope of Custom Platinum Plus service include, but are not limited to, the following:  Display Cleanings.  Remote monitoring services.  Extended service hours or expedited response times.  After hours telephone support.  Costs of access to the display with articulating or specialty lifts or any use of scaffolding or special equipment to protect customer facilities. Above listed exclusions are available as billable services. Quotes may be provided upon request. BUSINESS HOURS: Monday through Friday, 8 am to 5 pm CST (excludes Daktronics observed holidays). INITIATED RESPONSE TIME: 1. Daktronics shall respond to service requests within sixteen (16) business hours. 2. On-site service is to be scheduled during the business hours defined above. Response is defined as Daktronics must begin to work on a solution to the issue. Purchaser Responsibilities The items listed below are the responsibility of the Purchaser. 1. Purchaser is responsible for routine operator functions such as content creation or scheduling. 2. Purchaser is responsible for management of customer -owned spare parts inventory. 3. Purchaser is responsible for the maintenance items listed below; failure to properly maintain equipment may, at Daktronics’ sole discretion, relieve Daktronics of its responsibilities under the Terms and Conditions of Extended Service attached hereto. 3.1. Throughout the term of this Agreement, Purchaser shall maintain site conditions within the common environmental range of all system devices as specified by Daktronics. 3.2. Purchaser is responsible for routine maintenance functions. 3.3. Purchaser is responsible for purchasing and maintaining antivirus software on all control devices connected to Daktronics equipment. (See Daktronics Knowledge Base for list of supported software. DD2079868 http://www.daktronics.com/Support/KB/Pages/Antivirus-software-recommendations.aspx) Platinum Plus® is a registered Daktronics trademark. This Agreement shall be subject to the attached Terms and Conditions of Extended Service. 24 Proposal Date: 23 September 2016 Order No. E22428 -1 Copyright © Daktronics, Inc. DF-2940 Rev-11JAN16 Page 3 of 5 All invoices will be forwarded to Purchaser at the address indicated on page one (1) of this Agreement unless otherwise specified below: Billing Address: Company: Address: City, State, Zip: Country: Phone: Contact: Email: Purchaser hereby confirms that the Services are to be delivered at the address indicated on page one (1) of this Agreement unless otherwise specified below: Site Address: Company: Address: City, State, Zip: Country: ACCEPTANCE: In witness hereof, the parties hereto have executed this Agreement by and through their duly authorized officers. PURCHASER: Riverside County Transportation Commission By: _____________________________ Name/Title:_____________________________ Date: _________________ Signature Print or Type PURCHASER PO # ___________________________ DAKTRONICS, INC. By: _____________________________ Name/Title:_____________________________ Date: _________________ Signature Print or Type This form is an important part of your coverage. Please sign and return the entire Agreement to Daktronics, Inc. Once the signe d Agreement is entered into our system, you will receive a copy for your records. Offer expires 60 days from Proposal Date. 25 Proposal Date: 23 September 2016 Order No. E22428 -1 Copyright © Daktronics, Inc. DF-2940 Rev-11JAN16 Page 4 of 5 TERMS AND CONDITIONS OF EXTENDED SERVICE 1. Scope of Extended Service Agreement . The scope of the Extended Service Agreement (the “Service Agreement”) covers the Equipment and any Software delivered by Daktronics that is delivered under the terms of the applicable software agreement between Purchaser and Daktronics, and shall also include those services define d on Attachment A, SCOPE OF SERVICES (excluding maintenance services which are the responsibility of Purchaser as defined on Attachment A or services which may be purchased for an additional fee) (the “Services”). Response Tim es are defined on Attachment A . 2. Contract Documents . The parties agree that any subsequently -issued Purchaser form, such as a purchase order, shall incorporate the terms and conditions of this Service Agreement. The provisions of this Service Agreement shall control in the event of any conflicting provision in Purchaser’s form. 3. Commencement Date . The Services shall begin upon the date stated as the 'Commencement Date' as detailed elsewhere in this agreement. 4. Conditions Precedent . Daktronics reserves the right to suspen d its performance in the event Purchaser fails to: (a) make payment as required, (b) maintain the Equipment within the recommended environmental conditions, including but not limited to appropriate ventilat ion/air conditioning for its location (Air conditi oning systems must be maintained according to manufacturer’s specifications), (c) perform preventative maintenance not included within this Service Agreement, or (d) perform any other obligation including, without limitation, co mplying with the terms of an y software agreement between Purchaser and Daktronics. 5. Payment . Purchaser agrees to pay Daktronics according to the Payment Schedule. Unless otherwise stated, the price is exclusive of f ederal, state and local taxes, including without limitation sales, use, excise, privilege, or transactional taxes, but excluding Daktronics ’ income tax ('Tax'). Purchaser shall promptly pay upon demand such applicable Tax. Purchaser must present a valid exemption cer tificate if it claims any exemption from Tax. Late payments shall accrue interest at the rate of 1.5% per month or the highest amount permitted by law, whicheve r is lower. 6. Spare Parts Package . In the event the Equipment was purchased with a spare p arts package, the parties acknowledge and agree that the spare parts package is designed to exhaust over the life of the Equipment and, as such, the replenishment of the package is not inc luded in the scope of this Service Agreement. 7. Limitations of Coverage . This Service Agreement does not cover: (a) service due to: (i) inadequate or improper power, including without limitation a sudden surge of electrical power; (ii) improper handling, installation, adjustment, service, care, maintenance, storage o r use of the Equipment; (iii) a Force Majeure Event; (iv) environmental conditions outside the Equipment’s technical specifications (inclu ding, without limitation excessive temperatures, corrosives, and metallic pollutants); (v) defects or failures occurri ng during a lapse in service coverage; (vi) incorporation of accessories, attachments, software or other devices or systems not furnished by Daktronics; or (vii) any oth er cause other than ordinary use; (b) the provision of replacement communication method s (such as wire, metallic or fiber optic cable, conduit, trenching or other solutions) for the purpose of overcoming local site interference; (c) LED degradation occurring within Daktronics technical s pecifications (degradation means the LED continues to e mit light, but at some lesser level of brightness); (d) paint or refinishing the Equipment or furnishing material for this purpose; (e) pixel failure less than a total of .5% of the overall display, or in the case of free form ele ments, one entire element; (f) electrical work external to the Equipment; (g) batteries; (h) third -party systems and other ancillary equipment including without limitation front-end video control systems, audio systems, video processors and players, HVAC equipment, and LCD screens; and (i) the security or functionality of End User’s network or systems, including anti -virus software updates. 8. Actions that Void the Service Agreement . Daktronics shall be under no obligation to continue service under this Service Agreement if the Equ ipment or Software is: (a) moved from its location of initial installation or reinstalled without the prior written approval of Daktronics (unless the equipment was designed by Daktronics to be mobile), or (b) improperly repaired or altered in a manner inc onsistent with the Equipment manufacturer’s standards or recommendations. 9. Service Providers . Daktronics may select the parties delivering services under this Service Agreement at its reasonable discretion. 10. Access to the Equipment . The Purch aser shall provide unfettered, solid, safe and unrestricted access to the Equipment (including, if requested, any installed Software) taking into account environmental or site conditions. Unless otherwise specified on Attachment A, th e Purchaser shall be required to provide any lifts or access equipment. Additional equipment or personnel required for safety, as determined by D aktronics in its reasonable discretion, shall be billed separately on a time and material basis. 11. Adverse Conditions . In no event shall Daktronics be obliged to perform Services under this Service Agreement during the existence of Adverse Conditions. 'Adverse Conditions' include without limitation, the following: severe inclement weather, hazardous site conditi ons including infestations of animals or dangerous insects, saturated ground conditions, or residence or occupation by unauthorized personnel . The determination of a site condition as an Adverse Condition shall be at the reasonable discretion of Daktronics. Inaccessibil ity due to Adverse Conditions will exempt a location from coverage under this Service Agreement until such time as the Equipment becomes safely accessible once again. 12. Cooperation. Purchaser shall fully cooperate with Daktronics in connection with the service of the Equipment and Software. The Purchaser shall promptly notify Daktronics of Equipment and Software failure. Waiver of liability or other restrictions shall not be imposed as a requirement prior to accessing the site. 13. Return Items . All items returned to Daktronics must have a Return Material Authorization (RMA) number. For exchange items, the number is included with the shipment of the exchange unit. For repair items, an RMA number can be obtained by phone (800 -325-8766), (Internationa l +1-605-697-4000), fax (605 -697-4444) unless otherwise directed by Daktronics. 14. Shipping . When returning parts to Daktronics for repair or replacement, Purchaser assumes all risk of loss or damage, agrees to use any shipping containers, which might b e provided by Daktronics, and agrees to ship the Equipment in the manner prescribed by Daktronics. If returning equipment within the United States or within Canada, all Equipment must be returned by Purchaser FOB Daktronics’ de signated facility. If retur ning equipment across country borders, all Equipment must be returned by Purchaser DDP Daktronics’ designated facility per IN COTERMS 26 Proposal Date: 23 September 2016 Order No. E22428 -1 Copyright © Daktronics, Inc. DF-2940 Rev-11JAN16 Page 5 of 5 2010. Daktronics assumes all risk of loss or damage during return shipment to Purchaser and such Equipment shall be return ed by Daktronics FOB or DDP Purchaser’s designated facility as appropriate. 15. Confidentiality . To the extent permitted by law, Purchaser shall consider all information furnished by Daktronics, including the terms and conditions of this Service Agreement, to be confidential and shall not disclose any such information to any other person, or use such information itself for any purpose other than fulfillment of this Service Agreement unless Purchaser first obtains written permission fro m Daktronics to do so. Purchaser shall provide confidential information only to those of its agents, servants, and employees who have been informed of the requirements of this paragraph and have agreed to be bound by them. The provisions of this paragraph shall surv ive termination of the Service Agreement. 16. Default . Daktronics reserves the right to terminate this Service Agreement and accelerate all amounts due and payable if: (a) Purch aser fails to make payment to Daktronics within ten days of the agreed paym ent dates, (b) Purchaser otherwise fails to comply with any material provision of this Service Agreement, or (c) any proceeding is filed by or against Purchaser in bankruptcy. Daktronics reserves all its rights (both legal and equitable) under the Agreeme nt, applicable statutes, and the common law. If Purchaser fails to perform any covenant or obligation under this Service Agreement or any other agreement that Purchaser has with Daktronics, including without limitation the failure to pay when due any amou nts owed to Daktronics, Daktronics shall be excused from the performance of any of its obligations under this Service Agreeme nt and any other agreement it has with the Purchaser. Purchaser shall be liable for any and all costs and expenses (including reas onable attorney’s fees) incurred by Daktronics in enforcing any provision of this Service Agreement. 17. Indemnity . Daktronics shall indemnify, defend and hold harmless the Purchaser and their respective subsidiaries, officers, directors, shareholder s, partners, employees, agents, insurers, successors and assigns from any third -party claims for liability, losses, damages, costs or expenses (collectively, 'Losses') to the extent that such Losses arise out of: (i) any negligent act or omission by Daktr onics or its personnel, agents, subcontractors, or others engaged by Daktronics or under Daktronics’ control related to the execution of this Service Agreement; (ii) any claim against any indemnified party by reason of or alleging any unauthorized or infri nging use by an indemnified party of any patent, process, trade secret, copyright, trademark, or other intellectual property right regarding the Equipment or the Software and its comp onents; or, (iii) any fine or assessment with respect to any violation or alleged violation of any applicable laws regarding safety or health. The Purchaser shall indemnify, defend and hold harmless Daktronics and its subsidiaries, officers, directors, shareholders, p artners, representatives, employees, agents, insurers, succe ssors and assigns of each of the foregoing from any and all Losses arising out of or in any way related to: (i) any negligent act or omission by the Purchaser or its personnel, agents, subcontractors, or others engaged by the Purchaser or under their contr ol (other than Daktronics or its personnel, agents, subcontractors, or others engaged by Daktronics or under Daktronics’ cont rol), or (ii) any unauthorized or infringing use by an indemnified party of any patent, process, trade secret, copyright, trademark , or other intellectual property right. 18. Disclaimers; Limitation of Liability . Daktronics makes no representations or warranties under this Service Agreement. The damage limitation provided in this Service Agreement and the remedies stated herein shall be exclusive and shall be Purchaser’s sole remedies. THE PARTIES AGREE THAT IN NO EVENT WHATSOEVER SHALL THE LIABILITY OF EITHER PARTY EXCEED THE AMOUNT OF THE PURCHASE PRICE. IT IS AGREED THAT IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, IN CIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, REGARDLESS OF CAUSE, WHETHER SUCH LOSSES ARISE DIRECTLY OR INDIRECTLY FROM THE OTHER PARTY’S ACTS, OMISSIONS, OR BREACH. For the purposes of this Agreemen t, the Parties agree that “Consequential Damages” include , but are not limited to, loss of use, loss of profit, loss of business opportunity, and loss of advertising revenue. Purchaser explicitly accepts the provisions of this paragraph in return for the prices granted under the Service Agreement. Purchaser unde rstands and agrees that the prices granted herein would be higher in the absence of this limitation of liability. No action a gainst Daktronics shall be commenced more than one year after the accrual of the cause of action. Daktronics shall have no liabilit y with respect to claims relating to or arising from use of third -party products and services. 19. Force Majeure . Both parties shall be excused from any liability under this Service Agreement for any delay in performance or failure to perform which del ay or failure to perform is caused by circumstances which are beyond the reasonable control of that party, including without limitation acts of God, natural disaster, fire, flood, labor or material shortages, war, vermin, earthquakes, tsunami, acts o f terr orism, etc. (a 'Force Majeure Event'). 20. A ssignment . Unless otherwise stated, this Service Agreement may not be assigned by either party without the prior written consent of t he other party. 21. Miscellaneous . This Agreement shall be governed by the laws of the state where the Services are provided without regard to its conflict of law principles. This Service Agreement is the product of negotiations between the parties hereto represented by counsel and any rules of construction relating to interpretation against the drafter of an agreement shall not apply to this Service Agreement and are expressly waived. This Service Agreement represents the entire agreement of the parties and supersedes any prev ious understanding or agreement regarding the Services. This Service Agreement may not be amended or altered in any manner except in a writing signed by both parties. Th is Service Agreement may be executed in counterparts. The Purchaser and Daktronics a re not partners or joint venturers. If any part of this Service Agreement is in any manner held to be invalid, illegal, void, or to be in conflict with any law, then the validity of the remaining portions or provisions of this Service Agreement shall not be affected, and such part, term, paragraph or provision shall be construed and enforced in a manner designed to effectuate the intent expressed in this Service Agreement to the maximum extent permitted by law. 27 Reference: Riverside County Transportation Authority - Travel Time Module Add-On Item No. Model Description Qty Unit Price Extended Price 1 Vanguard V4 Travel Time Vanguard V4 Professional Travel Time - Vanguard Software Travel Time Add-On. Includes one (1) Day of online Training. 1 $15,000.00 $15,000.00 Total Price Excluding Sales Tax:$15,000.00 Riverside County Transportation Commission Reinland Jones 4080 Lemon St Riverside, CA USA 92501 Phone: (951)280-6369 Fax: Email: rjones@rctc.org 1/Sep/2016 Quote valid for: 90 days Terms: AGREEMENT FOB: DAKTRONICS Delivery: 12-14 Weeks Upon Submittal Approval 201 Daktronics Drive Brookings, SD 57006 USA www.daktronics.com Quote # 594906-1 Rev 0 Page 1 of 3 DAKTRONICS QUOTE # 594906-1-0 ATTACHMENT 2 28 Installation Responsibilities: Please reference Installation Responsibilities Sheet(s). Optional Items: 1)Extra on-site VMS support - this fee is for instance when the buyer requests Daktronics on-site presence, but our personnel are unable to work because the VMS sites are not ready. These charges are not assessed in the event of inclement weather or if we underestimate our required on-site time: - On-site support labor: $1,250 per day - On-site support travel: $1,600 per round trip from South Dakota to job site 2)VMS signal cable (VMS to control equipment cabinet) in excess of the quantity quoted: $1.35 per linear foot Daktronics Project Lead Times: Below are some general lead time milestones for reference. Please contact Daktronics prior to placing order to confirm current available lead times, as they are subject to change. 1)VMS technical submittal: 30 days after receipt of Purchase Order. 2)VMS equipment and software delivery: 90-120 days after receipt of approved submittal. 3)Our VMS installation support and training staff can be on-site with two (2) weeks advance notice from buyer. Terms: -If a payment bond containing terms reasonably acceptable to Daktronics secures the order, we are generally flexible on terms. These terms may include progress payments or other options depending on credit review and contract structure. -If the contract is not secured with a payment bond, the payment terms are subject to review of the contract structure and credit of receiver. -If no prior arrangement has been agreed to, terms are 50% due with order and 50% prior to shipment. -Refer to standard terms & conditions for charge on late payments Policy with Regards to Order Cancellations: The purpose of having an order cancellation policy is to recuperate costs associated with partial performance on a purchase order for equipment. Daktronics incurs costs in processing the order, manufacturing the ordered equipment to the date of cancellation, storage, and efforts to resell the equipment. Daktronics shall charge a 25% restocking fee on all cancelled orders for standard products and may charge up to a 35% fee on non-standard products. Call Counsel with any questions or concerns. Taxes: Buyer must provide a sales tax exemption number/certificate to claim exemption. Sales tax will be included in the final price if the sales tax exemption number/certificate is unavailable. Contingencies: Any quotation to contractor is contingent upon the contractor receiving award of the contract. Any quotation also is contingent on Daktronics¶meeting applicable plans and specifications. Both Daktronics and contractor shall bear their own cost, and not be responsible to each other for any costs associated with attempts to meet or amend the plans and specifications. Brandy Louwagie PHONE: 605-692-0200 FAX: EMAIL: Brandy.Louwagie@daktronics.com Jesse Coudron PHONE: 605-691-9806 FAX: 605-697-4700 EMAIL: Jesse.Coudron@daktronics.com Terms And Conditions: The Terms and Conditions which apply to this quote are available upon request or by clicking the links below: SL-02374 Standard Warranty and Limitation of Seller's Liability SL-07862 Software License Agreement SL-02375 Standard Terms and Conditions of Sale (www.daktronics.com/terms_conditions/SL-02375.pdf) (www.daktronics.com/terms_conditions/SL-02374.pdf) (www.daktronics.com/terms_conditions/SL-07862.pdf) 201 Daktronics Drive Brookings, SD 57006 USA www.daktronics.com Quote # 594906-1 Rev 0 Page 2 of 3 DAKTRONICS QUOTE # 594906-1-0 29 SHIP TO:Same as Bill to BILL TO (if different from page 1): *Required Information Company *Company Contact Person Contact Person Address Address City *City State Zip *State *Zip Telephone Telephone Fax Fax Email Email Acceptance: The Undersigned has actual authority to execute this document and Daktronics, Inc is relying upon such authority. The parties hereby acknowledge and agree that the terms and conditions contained within this Quote along with the terms and conditions of the Daktronics Standard Terms and Conditions, the Standard Warranty and Limitations of Liability, and/or the Software License Agreement (together, the ''Terms and Conditions'') constitute the full and final understanding of the parties regarding the sale of equipment and/or the provision of services and entirely replace and supersede any previous understanding or agreement between the parties. By executing this agreement, Purchaser acknowledges that it has had opportunity and means to review the Terms and Conditions as provided in the website addresses above. In the alternative, hardcopy of these Terms and Conditions will be provided upon request. Further it is acknowledged and agreed that the price of the equipment and/or the provision of services contained within this agreement are expressly conditioned upon Purchaser's acceptance of the Terms and Conditions without change. Any modification of the Terms and Conditions may require a corresponding change in price. Accordingly, the Purchaser acknowledges and agrees to these Terms and Conditions as evidenced by its attestation below. Customer Signature Date Print Name Date 201 Daktronics Drive Brookings, SD 57006 USA www.daktronics.com Quote # 594906-1 Rev 0 Page 3 of 3 DAKTRONICS QUOTE # 594906-1-0 30 Attachment A Transportation Domestic Installation Responsibilities Checklist Daktronics Customer Description X 1.Add support for up to 3 destinations per message (no header in message) X 2.Manual/Documentation X 3.Package and installation (for deployment) X 4.Testing X 5.Maintenance of bugs or failures in the Vanguard Travel Time Module X 6.Installation and Training - One day, up to six hours via WebEx on line. X 7.New Features or Updated Scope of Work X 8.Hardware (Provided by Customer) Quote # 594906-1 Rev 0 Page 1 of 1 201 Daktronics Drive Brookings, SD 57006 USA www.daktronics.com DAKTRONICS QUOTE # 594906-1-0 31 Changeable Message Sign Maintenance and Software Purchase Maintenance and Repair Contract •On-call help desk •On-site hardware and software maintenance •4-Year term contract -$127,259 •6 RCTC CMS (50%) •6 OCTA CMS (50%) Software Add-on Module •Proprietary software to manage and control CMS •Automate price adjustments displayed to Agency approved schedule Summary •Recommendation •Maintenance and Repair contract •4-year term •Not to exceed: $127,259 •Software add-on module contract •Not to exceed: $17,820 AGENDA ITEM 9 Agenda Item 9 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: November 28, 2016 TO: Western Riverside County Programs and Projects Committee FROM: Gary Ratliff, Facilities Administrator THROUGH: Marlin Feenstra, Project Delivery Director SUBJECT: Agreement for Landscape Maintenance Services STAFF RECOMMENDATION: This item is for the Committee to: 1) Award Agreement No. 17-24-023-00 to Tropical Plaza Nursery, Inc. (Tropical) for the provision of landscape maintenance services for a three-year term, and two, two-year options to extend the agreement, in an amount of $3,267,100, plus a contingency amount of $326,710, for a total amount not to exceed $3,593,810; 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 approve the use of the contingency amount as may be required for these services; and 4) Forward to the Commission for final action. BACKGROUND INFORMATION: Tropical Plaza Nursery, Inc. was awarded a landscape maintenance service contract by the Commission in December 2011; which expires on December 31, 2016. The contractual agreement included routine maintenance, repair, and aesthetics of the landscape and property grounds of the five commuter rail stations. With the addition of the Perris Valley Line expansion, nine commuter rail stations and an operations control center located in Riverside County are owned and operated by the Commission. The Commission has always dedicated the sufficient resources to maintain the highest standards, including the professional appearance of the multimodal transportation centers. This effort reflects the Commission's dedication to livability and sustainable practices for its citizens. These nine commuter rail stations offer high-quality service amenities including train and bus service, taxi and rideshare service, security, park and ride lots, bicycle lockers, and vending machines. The stations additionally provide landscape beautification as a necessary component to attract commuters use of multimodal options and attain the Commission’s objective to improve the environment, as well as preserve the property investment. As such, landscape 32 Agenda Item 9 maintenance services are required to maintain the grounds totaling 138 acres in a condition consistent with horticulturally accepted practices and standards for health, growth, and aesthetics. Procurement Process Staff determined the weighted factor method of source selection to be the most appropriate for this procurement, as it allows the Commission to identify the most advantageous proposal with price and other factors considered. Non -price factors include elements such as qualifications of firm, personnel, and the ability to respond to the Commission’s needs for landscape maintenance services as set forth under the terms of the request for proposals (RFP) No. 17-24-023-00. RFP No. 17-24-023-00 for landscape maintenance services was released on September 29, 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 40 firms, 14 of which are located in Riverside County. Through the PlanetBids site, 18 firms downloaded the RFP; 2 of these firms are located in Riverside County. A pre-proposal conference was held on October 6 and attended by five firms; two firms are local to Riverside County. Staff responded to all questions submitted by potential proposers prior to the October 13 clarification deadline date. Four firms – Campesino Landscape, Inc. (Corona); Mariposa Landscape, Inc. (Irwindale); So Cal Land Maintenance, Inc. (Anaheim); and Tropical (Villa Park) – submitted proposals prior to the 2:00 p.m. submittal deadline on October 27. Of the four proposals submitted, three proposals were responsive and responsible as staff determined that the proposal submitted by Campesino Landscape Inc. was non-responsive due to several material defects within its proposal. Utilizing the evaluation criteria set forth in the RFP, the remaining three proposals 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 Tropical to perform landscape maintenance services for a three-year term, with two, two-year options to extend the agreement, in the amount of $3,267,100, plus a 10 percent contingency amount of $326,710, for a total amount not to exceed $3,593,810, as this firm earned the highest total evaluation score. Contingency work, which will be subject to Executive Director or designee approval, includes water conservation projects implementing drought tolerant and native plantings along with irrigation products to reduce water usage that will encourage sustainable practices and savings. Implementation of these capital improvements will also provide a reduction in future maintenance cost. 33 Agenda Item 9 The overall evaluation ranking, based on highest to lowest total evaluation score, and the total price are presented in the following table. Firm Price Overall Ranking Tropical $3,267,100 1 Mariposa Landscape, Inc. $2,975,621 2 So Cal Land Maintenance, Inc. $4,001,306 3 The Commission’s model on-call and maintenance services agreement will be entered into with the consultant subject to any changes approved by the Executive Director, and pursuant to legal counsel review. Staff oversight of the contract will maximize the effectiveness of the consultant and minimize costs to the Commission. Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2016/17 FY 2017/18+ Amount: $ 305,000 $3,288,810 Source of Funds: 2009 Western County Measure A Rail Fund and Local Transportation Fund funds Budget Adjustment: No N/A GL/Project Accounting No.: 2440XX 73312 00000 0000 103 24 73301 Fiscal Procedures Approved: Date: 11/9/2016 Attachment: Draft On-Call and Maintenance Services Agreement No. 17-24-023-00 34 17336.00600\29268990.1 1 RIVERSIDE COUNTY TRANSPORTATION COMMISSION ROUTINE AND ON-CALL LANDSCAPE MAINTENANCE SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this [***INSERT DAY***] day of [***INSERT MONTH***], [***INSERT YEAR***] by and between the Riverside County Transportation Commission (“Commission”) and Tropical Plaza Nursery, Inc., a Corporation, with its principal place of business at 9642 Santiago Blvd., Villa Park, CA 92861 (“Contractor”). Commission and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement. 2. RECITALS. 2.1 Commission is the Transportation Commission for the County of Riverside and organized under the laws of the State of California with the power to contract for services necessary to achieve its purpose. 2.2 Commission owns and operates nine (9) commuter rail stations and one transit center serving Riverside County, the addresses and descriptions of which are set forth in Exhibit “A”, attached hereto and incorporated herein by reference (“Commuter Rail Stations”). 2.3 On or about September 29, 2016, Commission issued a Request for Proposals No. 17-24-023-00 (“RFP”), pursuant to which Commission sought proposals from contractors to provide routine and on-call landscape maintenance services for the Commuter Rail Stations. 2.4 Contractor desires to perform and assume responsibility for the provision of certain routine and on-call landscape maintenance services required by Commission on the terms and conditions set forth in this Agreement and, for the on-call portions of the services, in the task order(s) to be issued pursuant to this Agreement and executed by the Commission and Contractor ("Task Order"). 2.5 The work generally includes the complete landscape maintenance of the Commuter Rail Stations including, but not limited to, controlling plant, disease and pests, irrigation material, maintaining and repairing irrigation systems, removing trash and debris, and other maintenance required to maintain the Commuter Rail Stations in a safe attractive and useable condition. Contractor represents that it is a professional Contractor, experienced in providing routine and on-call landscape maintenance services to public clients, and is familiar with the plans of Commission. 2.6 Commission desires to engage Contractor to render routine and on -call landscape maintenance services for the Commuter Rail Stations. Routine landscape maintenance services shall be as set forth in Exhibit “A”, attached hereto and incorporated herein by reference. 35 17336.00600\29268990.1 2 On-call landscape maintenance services shall be ordered by Task Order(s) to be issued pursuant to this Agreement for future projects as set forth herein. The routine services set forth in Exhibit “A” and each individual project ordered under a Task Order shall be referred to, herein, collectively, as the “Project”. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Contractor promises and agrees to furnish to Commission all labor materials, tools, equipment, services, and incidental and customary work, as necessary, to fully and adequately provide the routine landscape maintenance services for the Commuter Rail Stations as set forth in Exhibit “A” and any on-call landscape maintenance services for the Commuter Rail Stations required by Commission, as shall be set forth in a Task Order, collectively referred to herein as the "Services". On-call Services shall be more particularly described in the individual Task Orders issued by the Commission’s Executive Director or designee. No on-call Services shall be performed unless authorized by a fully executed Task Order in the form attached hereto as Exhibit "D". All Services shall be subject to, and performed in accordance with this Agreement, the relevant Task Order, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from January 1, 2017 to December 31, 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 Subordinates; 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. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of Commission and shall at all times be under Contractor’s exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance. 36 17336.00600\29268990.1 3 3.2.2 Schedule of Services. Contractor shall perform the routine landscape maintenance Services expeditiously, within the term of this Agreement, and in accordance with the schedule set forth in Exhibit “B” attached hereto and incorporated herein by reference. Contractor shall perform any on-call Services in accordance with the schedule that shall be set forth in the Task Order (collectively, "Schedule of Services"). Contractor shall be required to commence work on a Task Order within five (5) days of receiving a fully executed Task Order. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor’s conformance with each Schedule, the Commission shall respond to Contractor’s submittals in a timely manner. Upon the Commission’s request, Contractor shall provide a more detailed schedule of anticipated performance to meet the relevant 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 Gary Ratliff, 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. 3.2.5 Contractor’s Representative. Contractor hereby designates Leslie T. Fields, or his or her designee, to act as its represent ative 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 and shall be available to Commission’s staff, consultants and other staff at all reasonable 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 recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the Commission, any services necessary to correct errors or omissions which are caused by the Contractor’s failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub-contractors who is determined 37 17336.00600\29268990.1 4 by the Commission to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the Commission, shall be promptly removed from the Project by the 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 Agreement 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 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, among other rules and regulations, the Public Utilities Code, Public Contract Code, and Labor Code 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 this Agreement 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 stipulation that eight (8) hours' labor shall constitute a legal day's work and that no worker shall be permitted to work in excess of eight (8) hours during any one calendar day except as permitted by law. Contractor shall defend, indemnify and hold Commission, its officials, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10.1 Employment Eligibility; Contractor. By executing this Agreement, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Contractor. 38 17336.00600\29268990.1 5 Contractor also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Contractor shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program 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. 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 any of the following shall be grounds for the Commission to terminate the Agreement for cause: (1) failure of Contractor or its subcontractors, sub- subcontractors or consultants 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 (including 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 such requirements. 3.2.10.4 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.2.10.5 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of Commission’s Disadvantaged 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, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by 39 17336.00600\29268990.1 6 the California Air Resources Board (CARB). Contractor shall specifically be aware of the CARB limits and requirements’ application to "portable equipment", which definition is considered by CARB to include any item of equipment with a fuel-powered engine. Contractor shall indemnify Commission against any fines or penalties imposed by CARB 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. (A) Management and Compliance. To the extent applicable, Contractor’s Services must account for, and fully compl y 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 described in this Section is a violation of law that may subject Contractor or Commission to penalties, fines, or additional regulatory requirements. Contractor shall defend, indemnify and hold the Commission, its officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or other regulatory requirements imposed as a result of Contractor’s non-compliance with the laws, regulations and policies described in this Section, unless such non-compliance is the result of the sole established negligence, willful misconduct or active negligence of the Commission, its officials, officers, agents, employees or authorized volunteers. (C) Training. In addition to any other standard of care requirements set forth in this Agreement, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this Section. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by Commission, regarding the requirements of the laws, regulations and policies described in this Section as they may relate to the Services provided under this Agreement. Upon request, Commission will provide Contractor with a list of training programs that meet the requirements of this paragraph. 40 17336.00600\29268990.1 7 3.2.11 Insurance. 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 claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) if Contractor has an employees, Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Practices Liability limits of $1,000,000 per accident. 3.2.11.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms approved by the Commission to add the following provisions to the insurance policies: (A) General Liability. (i) Commercial General Liability Insurance must include coverage for (1) bodily Injury and property damage; (2) personal Injury/advertising Injury; (3) premises/operations liability; (4) products/completed operations liability; (5) aggregate limits that apply per Project; (6) explosion, collapse and underground (UCX) exclusion deleted; (7) contractual liability with respect to this Agreement; (8) broad form property damage; and (9) independent contractors coverage. 41 17336.00600\29268990.1 8 (ii) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to this Agreement. (iii) The policy shall give the Commission, its directors, officials, officers, employees, and agents insured status using ISO endorsement forms 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (iv) The additional insured coverage under the policy shall be “primary and non-contributory” and will not seek contribution from the Commission’s insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the Commission, its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the Commission, its directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, its directors, officials, officers, employees and agents shall be excess of the Contractor’s insurance and shall not be called upon to contribute with it in any way. (C) Workers’ Compensation and Employers Liability Coverage. (i) Contractor certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) The insurer shall agree to waive all rights of subrogation against the Commission, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages. (i) Defense costs shall be payable in addition to the limits set forth hereunder. (ii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified 42 17336.00600\29268990.1 9 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 a lso apply on a primary and non-contributory basis for the benefit of the Commission (if agreed to in a written contract or agreement) before the Commission’s own insurance or self-insurance shall be called upon to protect it as a named insured. The umbrella/excess policy shall be provided on a “following form” basis with coverage at least as broad as provided on the underlying policy(ies). (iv) Contractor shall provide the Commission at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Contractor shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Contractor shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the Commission at least ten (10) days prior to the effective date of cancellation or expiration. (v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Contractor shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Contractor shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Contractor, and any approval of said insurance by the Commission, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (vii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Commission has the right but not the duty to obtain the insurance it deems necessary and any premium paid by Commission will be promptly reimbursed by Contractor or Commission will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, Commission may cancel this Agreement. The Commission may require the Contractor to provide complete copies of all insurance policies in effect for the duration of the Project. 43 17336.00600\29268990.1 10 (viii) Neither the Commission nor any of its directors, officials, officers, employees or agents shall be personally responsible for any liability arising under or by virtue of this Agreement. Each insurance policy required by this Agreement shall be endorsed to state that: 3.2.11.4 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 guarantee that, at the option of the Commission, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Commission, its directors, officials, officers, employees and agents; or, (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.11.5 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the Commission. 3.2.11.6 Verification of Coverage. Contractor shall furnish Commission with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the Commission. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the Commission before work commences. The Commission reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.11.7 Subcontractor Insurance Requirements. Contractor shall not allow any subcontractors or subcontractors to commence work on any subcontract until they have provided evidence satisfactory to the Commission that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subcontractors shall be endorsed to name the Commission as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Contractor, the Commission may approve different scopes or minimum limits of insurance for particular subcontractors or subcontractors. 3.2.12 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) 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 44 17336.00600\29268990.1 11 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, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.3 Fees and Payments; Labor Code Requirements. 3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation to be provided under this Agreement, including all Task Orders issued pursuant to this Agreement shall not exceed [__INSERT DOLLAR AMOUNT__]. The total compensation per Task Order shall be set forth in the relevant Task Order, and shall not exceed said amount without the written approval of the Commissioner’s Executive Director. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Contractor shall submit to Commission a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. Commission shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless 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. 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 45 17336.00600\29268990.1 12 effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor’s principal place of business and at the project site. Contractor shall defend, indemnify and hold the Commission, its officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.3.6 Payroll Records. In accordance with the requirements of California Labor Code Section 1776, Contractor shall keep accurate payroll records which are either on forms provided by the Division of Labor Standards Enforcement or which contain the same information required by such forms. Responsibility for compliance with California Labor Code Section 1776 shall rest solely with Contractor, and Contractor shall make all such records available for inspection at all reasonable hours. 3.3.7 Registration. Since the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractor. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. 3.3.8 Employment of Apprentices. This Agreement shall not prevent the employment of properly indentured apprentices in accordance with the California Labor Code, and no employer or labor union shall refuse to accept otherwise qualified employees as indentur ed apprentices on the work performed hereunder solely on the ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice shall be paid the standard wage paid to apprentices under the regulations of the craft or trade in which he or she is employed and shall be employed only in the craft or trade to which he or she is registered. If California Labor Code Section 1777.5 applies to the Services, Contractor and any subcontractor hereunder who employs workers in any apprenticeable craft or trade shall apply to the joint apprenticeship council administering applicable standards for a certificate approving Contractor or any sub-contractor for the employment and training of apprentices. Upon issuance of this certificate, Contractor and any sub-contractor shall employ the number of apprentices provided for therein, as well as contribute to the fund to administer the apprenticeship program in each craft or trade in the area of the work hereunder. The parties expressly understand that the responsibility for compliance with provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California Labor Code in regard to all apprenticeable occupations lies with Contractor. 3.3.9 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- 46 17336.00600\29268990.1 13 Hour Law"), unless Contractor or the Services are not subject to the Eight-Hour Law. Contractor shall forfeit to Commission as a penalty, $50.00 for each worker employed in the execution of this Agreement by him, or by any sub-contractor under him, for each calendar day during which such workman is required or permitted to work more than eight hours in any calendar day and forty hours in any one calendar week without such compensation for overtime violation of the provisions of the California Labor Code, unless Contractor or the Services are not subject to the Eight-Hour Law. 3.4 Termination of Agreement. 3.4.1 Grounds for Termination. Commission may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those services which have been adequately rendered to Commission, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause. 3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, Commission may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, Commission may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5 General Provisions. 3.5.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: COMMISSION: ______________________ Riverside County ______________________ Transportation Commission ______________________ 4080 Lemon Street, 3rd Floor _____________________ Riverside, CA 92501 Attn: ________________ Attn: Executive Director Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 47 17336.00600\29268990.1 14 3.5.2 Indemnification. 3.5.2.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the Commission, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions of Contractor, its officials, officers, employees, subcontractors, contractors or agents in connection with the performance of the Services, the Project, this Agreement or any Task Order, including without limitation the payment of all consequential damages, expert witness fees and attorneys’ fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 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 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, 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 with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the Commission. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the Commission. 3.5.4 Time of Essence. Time is of the essence for each and every provision of this Agreement. 48 17336.00600\29268990.1 15 3.5.5 Commission’s Right to Employ Other Contractors. Commission reserves right to employ other contractors in connection with this Project. 3.5.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.7 Assignment or Transfer. Contractor shall not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the Commission. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 3.5.8 Construction; References; Captions. Since the Parties or their agents have participated 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. 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 and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Con tractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the Commission’s Filing Officer as required under state law in the performance of 49 17336.00600\29268990.1 16 the Services. For breach or violation of this warranty, Commission shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of Commission, during the term of his or her service with Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.14 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 nec essary, appropriate or convenient to attain the purposes of this Agreement. 3.5.15 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. 3.5.16 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.5.17 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. 3.5.18 Federal Provisions. Funding for the Services is provided, in whole or in part, by the Federal Transportation Administration (“FTA”). Contractor shall also fully and adequately comply with the provisions included in Exhibit “F” (Federal Requirements) attached hereto and incorporated herein by reference (“Federal Requirements”). With respect to any conflict between such Federal Requirements and the terms of this Agreement and/or the provisions of state law, the more stringent requirement shall control. [SIGNATURES ON NEXT PAGE] 50 17336.00600\29268990.1 17 SIGNATURE PAGE FOR ROUTINE AND ON-CALL LANDSCAPE MAINTENANCE SERVICES AGREEMENT BETWEEN THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION AND TROPICAL PLAZA NURSERY, INC. IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first set forth above. RIVERSIDE COUNTY TRANSPORTATION COMMISSION [INSERT NAME] [INSERT TITLE] Approved as to form: Best Best & Krieger LLP General Counsel TROPICAL PLAZA NURSERY, INC. Signature Name Title 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. 51 17336.00600\29268990.1 18 EXHIBIT “A” SCOPE OF SERVICES [***INSERT SCOPE***] 52 17336.00600\29268990.1 19 EXHIBIT “B” SCHEDULE OF SERVICES [***INSERT SCHEDULE***] 53 17336.00600\29268990.1 20 EXHIBIT “C” COMPENSATION [***INSERT RATES & AUTHORIZED REIMBURSABLE EXPENSES***] 54 17336.00600\29268990.1 21 EXHIBIT “D” SAMPLE TASK ORDER FORM RIVERSIDE COUNTY TRANSPORTATION COMMISSION TASK ORDER Task Order No. _____________ Agreement No. ______________ Contractor: _________________________ The Contractor is hereby authorized to perform the following work subject to the provisions of the Agreement identified above: List any attachments: (Please provide if any.) Dollar Amount of Task Order: Not to exceed $_____,_____.00 Completion Date: _____________, 201__ The undersigned Contractor hereby agrees that it will provide all equipment, furnish all materials, except as may be otherwise noted above, and perform all services for the work above specified in accordance with the Contract identified above and will accept as full payment therefore the amount shown above. Riverside County Transportation Commission Contractor Dated: _________________ Dated: _________________ By: ________________________ By: ____________________ Title: ________________________ Title: ____________________ 55 17336.00600\29268990.1 22 EXHIBIT “E” FEDERAL REQUIREMENTS [***TO BE INSERTED FROM RFP***] 56 Landscape Services Maintenance Agreement Riverside County Transportation Commission November 28, 2016 Station Assets •Nine Commuter Rail Station = 138 Acres •Five Classic Stations = 67.9 Acres; 993 Trees, 16 Clocks, 223 Valves, 5415 Sprinklers •Four New PVL Stations = 69.89 Acres Riverside Downtown Station Station Assets: •5 Control Clocks •44 Valves •237 Trees •1,195 Rain Bird Sprinklers •3 Backflows Evaluation FIRM PRICE RANKING TROPICAL $3,267,100 1 MARIPOSA $2,975,621 2 SO CAL LAND $4,001,306 3 Evaluation (continued) TROPICAL MARIPOSA 200 Man Hours 96 Man Hours Organized Approach Underestimated Work Load Responsive Understaffed Less than 10 Percent Cost Difference Cost Savings Less than 10 Percent 8 Percent Markup for Materials 15 Percent Markup for Materials Questions?