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08 August 28, 2017 Western Riverside County Programs and ProjectsCOMM-WRC-00040 Riverskie County Transportation Commission TO: Riverside County Transportation Commission FROM: Jennifer Harmon, Clerk of the Board DATE: August 23, 2017 SUBJECT: Possible Conflicts of Interest Issues — Western Riverside County Programs and Projects Committee Agenda of August 28, 2017 The August 28 agenda of the WRC Programs and Projects Committee includes items which may raise possible conflicts of interest. A ROTC 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. 7 —Agreement for Final Design and Right of Way Acquisition for Construction of Phase 1 of the Interstate 15/Railroad Canyon Road Interchange Project in the City of Lake Elsinore Consultant(s): WKE, Inc. Carlos Cadena, Vice President 400 North Tustin Avenue, Suite 275 Santa Ana, CA 92705 Agenda Item No. 8 — State Route 79 Realignment Project Cultural Resource Mitigation Consultant(s): CH2M Hill, Inc. Hany Haroun, Vice President 1770/owa Avenue, Suite 200 Riverside, CA 92507 Agenda Item No. 9 — Agreements for On -Call Rail/Transit Operations Consulting Services Consultant(s): CH2M Hill, Inc. Hany Haroun, Vice President 17701owa Avenue, Suite 200 Riverside, CA 92507 HDR Engineering, Inc. Kip Field, Vice President 2280 Market Street, Suite 100 Riverside, CA 92501 Rail Pros Doug Sawyer, Vice President 1 Ada, Suite 200 Irvine, CA 92618 WSP USA Inc. Victor Martinez, Area Manager 451 E. Vanderbilt Way, Suite 200 San Bernardino, CA 92408 Alexandra Rackerb From: Alexandra Rackerby Sent: Wednesday, August 23, 2017 3:13 PM To: Alexandra Rackerby Subject: RCTC Western Riverside County Programs and Projects Committee Attachments: Conflict of Interest Form.pdf; Conflict of Interest Memo.pdf Good afternoon Commissioners, The Western Riverside County Programs and Projects Committee agenda for Monday, August 28, 2017 is posted on our Website at http://www.rctcdev.info/uploads/media items/western-riverside-county-programs-and-projects- committee-august-28-2017.original.pdf Also, attached is the Conflict of Interest Memo and Form for your information. Let me know if you have any questions or concerns. Thank you. Allie Rackerby Records Technician Riverside County Transportation Commission 951.787.7141 W 4080 Lemon St. 3rd FI. 1 P.O. Box 12008 Riverside, CA 92502 rctc.org f !I in O RIVERSIDE COUNTY TRANSPORTATION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE www.rctc.org    AGENDA*  *Actions may be taken on any item listed on the agenda  1:30 p.m.  Monday, August 28, 2017    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 distributed or  presented to the Committee shall be submitted to the Clerk of the Board.  This policy applies  to Public Comments and comments on Agenda Items.   Under the Brown Act, the Board should not take action on or discuss matters raised during  public comment portion of the agenda which are not listed on the agenda.  Board members  may refer such matters to staff for factual information or to be placed on the subsequent  agenda for consideration.    4. APPROVAL OF MINUTES – JUNE 26, 2017    Western Riverside County Programs and Projects Committee  August 28, 2017  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. REQUEST TO DECLARE REAL PROPERTY AS SURPLUS  Page 1  Overview     This item is for the Committee to:     1) Declare as surplus the real property in the areas of the State Route 91 Corridor  Improvement Project (SR‐91 CIP), as specifically identified in this report and attached  maps;    2) Authorize the Executive Director to notify public agencies pursuant to Government  Code 54220 et.seq. the properties are available;    3) If no response is received, authorize the Executive Director to offer the surplus  properties for sale to the public; and   4) Forward to the Commission for final action.  7. AGREEMENT FOR FINAL DESIGN AND RIGHT OF WAY ACQUISITION FOR CONSTRUCTION OF  PHASE 1 OF THE INTERSTATE 15/RAILROAD CANYON ROAD INTERCHANGE PROJECT IN THE  CITY OF LAKE ELSINORE  Page 11  Overview     This item is for the Committee to:     1) Award Agreement No. 17‐31‐048‐00 to WKE, Inc. (WKE) to perform final engineering  services and prepare plans, specifications, and cost estimate (PS&E) for the  construction of the Interstate 15/Railroad Canyon Road interchange project (Project)  Phase 1 in the amount of $3,229,337, plus a contingency amount of $322,934, for  potential changes in scope, for a total amount not to exceed $3,552,271;   2) Authorize the Executive Director, or designee, to approve the use of the contingency  amount as may be required for the Project;   3) Authorize the Executive Director, pursuant to legal counsel review, to execute the  following utility agreements required for the Project utility relocations in an amount  not to exceed an aggregate value of $1.5 million;  a) Agreement No. 18‐31‐029‐00 with AT&T;  b) Agreement No. 18‐31‐030‐00 with Time Warner;  c) Agreement No. 18‐31‐031‐00 with Southern California Gas;  d) Agreement No. 18‐31‐032‐00 with Southern California Edison;  e) Agreement No. 18‐31‐033‐00 with Verizon;  f) Agreement No. 18‐31‐034‐00 with Eastern Municipal Water District;  Western Riverside County Programs and Projects Committee  August 28, 2017  Page 3   g) Agreement No. 18‐31‐035‐00 with Elsinore Valley Municipal Water District;  h) Agreement No. 18‐31‐036‐00 with Golden State Utility; and  i) Agreement No. 18‐31‐037‐00 with city of Lake Elsinore (Lake Elsinore);   4) Authorize the Executive Director, pursuant to legal counsel review, to acquire required  parcels for the Project in an estimated amount not to exceed $1.5 million in  accordance with the Commission’s right of way (ROW) policies and procedures;   5) Approve Agreement No. 18‐72‐027‐00 with Caltrans related to the responsibilities for  final design and ROW acquisition of the Project, including use of the federal earmark  of $237,500 secured by Lake Elsinore for ROW acquisition;   6) Approve Agreement No. 10‐72‐016‐06, Amendment No. 6 to Agreement No.  10‐72‐016‐00, with Lake Elsinore to identify the Commission as the implementing  agency for acquisition of ROW and final design for the Project and authorize an  increase of $980,121 in Transportation Uniform Mitigation Fee (TUMF) regional  arterial funds for the PS&E Phase from $2 million to a total amount of $2,980,121;   7) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute  the agreements and future non‐funding agreements and/or amendments on behalf of  the Commission; and   8) Forward to the Commission for final action.    8. STATE ROUTE 79 REALIGNMENT PROJECT CULTURAL RESOURCE MITIGATION   Page 73  Overview     This item is for the Committee to:     1) Approve Agreement No. 02‐31‐043‐11, Amendment No. 11 to Agreement   No. 02‐31‐043‐00, with CH2M to prepare cultural resource mitigation related to the  State Route 79 Realignment project (Project) in the amount of $959,204, plus a  contingency amount of $96,000, for an additional amount of $1,055,204, for a total  amount not to exceed $33,191,560;    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, pursuant to legal counsel review, to  approve the use of the contingency as may be required for the project; and   4) Forward to the Commission for final action.  Western Riverside County Programs and Projects Committee  August 28, 2017  Page 4   9. AGREEMENTS FOR ON‐CALL RAIL/TRANSIT OPERATIONS CONSULTING SERVICES  Page 81  Overview     This item is for the Committee to:     1) Award the following agreements to provide on‐call multimodal rail/transit operations  services for a three‐year term, and one, two‐year option to extend the agreements, in  an amount not to exceed an aggregate value of $5 million;  a) Agreement No. 17‐25‐096‐00 to CH2M Hill, Inc. (CH2M);  b) Agreement No. 17‐25‐118‐00 to HDR Engineering, Inc. (HDR);   c) Agreement No. 17‐25‐119‐00 to RailPros; and  d) Agreement No. 17‐25‐120‐00 to WSP USA Inc. (WSP).   2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute  the agreements, including option years, on behalf of the Commission;   3) Authorize the Executive Director, or designee, to execute task orders awarded to the  consultants under the terms of the agreements; and   4) Forward to the Commission for final action.      10. OVERFLOW PARKING AGREEMENT – RIVERSIDE‐DOWNTOWN STATION  Page 120  Overview     This item is for the Committee to:     1) Approve Agreement No. 18‐24‐028‐00 with the Virginia College, LLC for the parking  license agreement of 47 parking spaces adjacent to the Riverside‐Downtown Station  for an initial one‐year term in an amount not to exceed $6,000, with additional option  years for FY 2018/19 and beyond upon mutual written agreement by both agencies in  an amount not to exceed an annual 5 percent increase;    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.                                                      Western Riverside County Programs and Projects Committee  August 28, 2017  Page 5   11. AMENDMENT TO FREEWAY SERVICE PATROL AGREEMENT  Page 127  Overview     This item is for the Committee to:     1) Approve Agreement No. 14‐45‐009‐07, Amendment No. 5 to Agreement  No. 14‐45‐009‐00, with Steve’s Towing (Steve’s) to provide Freeway Service Patrol  (FSP) services on Beat Nos. 1 and 2, and State Route 91 Extended Services on Beat Nos.  1 and 2 through June 30, 2018, for an additional amount of $332,000, for a total  amount not to exceed $3,184,057;    2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute  the agreement on behalf of the Commission; and    3) Forward to the Commission for final action.      12. DEVELOPMENT AND IMPLEMENTATION OF AN ONGOING VANPOOL SUBSIDY PROGRAM  Page 133  Overview     This item is for the Committee to:     1) Approve the development and implementation of a Western Riverside County ongoing  vanpool subsidy program;    2) Approve an allocation for FY 2017/18 through FY 2019/20 in the amount of $3 million  in 2009 Measure A Western County Commuter Assistance Program (CAP) funds for the  vanpool program initial three‐year development and implementation;   3) Approve Agreement No. 15‐41‐038‐03, Amendment No. 3 to Agreement No.  15‐41‐038‐00, with WSP USA, Inc. (WSP), for professional services for vanpool program  development and implementation, marketing plan development and program  outreach/advertising, and program staff support, for an additional amount of  $947,647, and a total amount not to exceed $7,382,976, and to extend the agreement  for an additional year through June 30, 2020;   4) Approve Agreement No. 14‐41‐156‐03, Amendment No. 3 to Agreement No.  14‐41‐156‐00, with Media Beef, Inc. (Media Beef) for programming enhancements and  a vanpool application, reporting, and database system within the IE Commuter  website, for an additional amount of $142,000, and a total amount not to exceed  $1,274,300, and to extend the agreement for an additional year through June 30,  2020;   5) Approve Agreement No. 08‐62‐005‐07, Amendment No. 7 to Agreement No.  08‐62‐005‐00, with TransTrack, for the development of a handshake from IE  Commuter to TransTrack for reporting purposes for the Commission’s ongoing  vanpool subsidy program as well as the SunLine Transit Agency (SunLine) program, for  an additional amount of $31,000, and a total amount not to exceed $557,000;   6) Approve Agreement No. 18‐41‐038‐00 with California Vanpool Authority (CalVans) to  administer a vanpool program for Western Riverside County in exchange for  Commission subsidies funded by the Measure A CAP;  Western Riverside County Programs and Projects Committee  August 28, 2017  Page 6    7) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute  the agreements on behalf of the Commission;    8) Approve an adjustment to the FY 2017/18 commuter assistance budget in the amount  of $786,000, to increase expenditures for the vanpool subsidy program, including  SunLine National Transit Database (NTD) reporting; and   9) Forward to the Commission for final action.      13. 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.    14. ADJOURNMENT       The next Western Riverside County Programs and Projects Committee meeting is scheduled  to be held at 1:30 p.m., Monday, September 25, 2017, Board Chambers, First Floor, County  Administrative Center, 4080 Lemon Street, Riverside.    RIVERSIDE COUNTY TRANSPORTATION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS SIGN -IN SHEET August 28, 2017 NAME AGENCY E MAIL ADDRESS M,./..__ et/aiet" i<Z-coci,i-A-‹ ei, I/ 1 4 er k--4 eiPi ,ac,t fa /'°or /7-4 //e7--- U-i<AW-114/ ' i No co YI,(."( GLA-e-4: /4)--) Aat) CIO md-r----g- 1)-_.(3 (f) I i-,. r"---101,Luv<_ p5Alloin(a) /4,--i/lis• ,7���-o1 Ito Ore-k_ --S C41(1MA- PIG RIVERSIDE COUNTY TRANSPORTATION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE ROLL CALL AUGUST 28, 2017 Present Absent County of Riverside, District I ,�' O County of Riverside, District V Ai_e. O City of Banning CI City of Corona ;16_,, Ci City of Eastvale O City of lurupa Valley ,0 O City of Menifee O ,� City of Moreno Valley O 4Ne' City of Norco jp" o City of Perris Re O City of San Jacinto ,rZr ,ri'%-39 City of Wildomar ,,.2r a RIVERSIDE COUNTY TRANSPORTATION COMMISSION    WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE    Monday, June 26, 2017    MINUTES    1. CALL TO ORDER/ ROLL CALL    The meeting of the Western Riverside County Programs and Projects Committee was  called to order by Chair Deborah Franklin at 1:32 p.m., in the Board Room at the County  of Riverside Administrative Center, 4080 Lemon Street, First Floor, Riverside, California,  92501.    2. PLEDGE OF ALLEGIANCE    At this time, Commissioner Adam Rush led the Western Riverside County Programs and  Projects Committee in a flag salute.    Members/Alternates Present Members Absent     Marion Ashley Ben Benoit  Victoria Baca* Neil Winter  Brian Berkson   Deborah Franklin   Berwin Hanna   Kevin Jeffries   Andrew Kotyuk   Adam Rush   Karen Spiegel*   Michael Vargas   *arrived after the meeting started     3. PUBLIC COMMENTS    There were no requests to speak from the public.    4. APPROVAL OF MINUTES – MAY 22, 2017     M/S/C (Kotyuk/Benoit) to approve the minutes as submitted.        RCTC WRC Programs and Projects Committee Minutes   June 26, 2017  Page 2  5. ADDITIONS/REVISIONS    There were no additions or revisions at this time.    6. COUNTY OF RIVERSIDE REQUEST FOR RIGHT OF WAY FUNDING FOR TEMESCAL  CANYON ROAD WIDENING PROJECT    Shirley Medina, Planning and Programming Director, presented the details of the county  of Riverside’s request for right of way funding for Temescal Canyon Road widening  project.    M/S/C (Rush/Ashley) to:    1) Approve programming $5 million of Measure A Regional Arterial  (MARA) funds for the county of Riverside’s Temescal Canyon Road  widening project;   2) Approve Agreement No. 17‐72‐109‐00 between the Commission and  the county of Riverside programming $5 million of MARA for the right  of way phase for the Temescal Canyon Road widening project;  3) Authorize the Chair or Executive Director, pursuant to legal counsel  review, to execute the agreement; and  4) Forward to the Commission for final action.    At this time, Commissioner Karen Spiegel arrived.    7. STATE ROUTES 71/91 INTERCHANGE – CITY OF CORONA UTILITY AGREEMENT    Mark Lancaster, Right of Way Manager, presented the scope of the city of Corona’s  utility agreement related to the 71/91 interchange project.    Anne Mayer, Executive Director, discussed the federal earmark the Commission  received due to the age of this project.    M/S/C (Vargas/Kotyuk) to:    1) Approve Agreement No. 17‐31‐108‐00 with the city of Corona (Corona)  for utility relocation related to the State Routes 71/91 interchange in  the revised amount of $855,961, plus a revised contingency amount of  $102,939, for a revised total amount not to exceed $958,900;  2) Authorize the 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 for these services;     RCTC WRC Programs and Projects Committee Minutes   June 26, 2017  Page 3  4) Approve an increase of $428,900 in FY 2017/18 budgeted federal  revenues and right of way expenditures for utility relocation costs; and  5) Forward to the Commission for final action.    At this time, Commissioner Victoria Baca arrived.    8. CONSTRUCTION AGREEMENT WITH HAL HAYS CONSTRUCTION, INC. FOR RIVERSIDE‐ DOWNTOWN COMMUTER RAIL STATION IMPROVEMENTS  Patricia Castillo, Capital Projects Manager, presented the scope of the construction  agreement with Hal Hays Construction, Inc. for Riverside‐Downtown commuter rail  station improvements.    In response to Commissioner Adam Rush’s question regarding the 8 percent overage  between engineer’s estimate and the budget for the second responsible bidder,  Patricia Castillo responded the difference is largely due to a combination of costs for  labor and supplies.     In response to Chair Franklin’s question regarding ridership impact, Patricia Castillo  stated riders will be impacted for approximately 120 days and the Commission is  actively looking for ways to accommodate riders.    M/S/C (Baca/Berkson) to:    1) Award Agreement No. 17‐33‐073‐00 to Hal Hays Construction, Inc.   (Hal Hays), as the lowest responsible, responsive bidder, for the  construction of the Riverside‐Downtown Station improvements project  in the amount of $1,063,230, plus a contingency amount of $212,646,  for a total amount not to exceed $1,275,876;   2) Find the Braughton Construction, Inc. (Braughton) bid non‐responsive  for failure to meet the Disadvantaged Business Enterprises (DBE) goal or  Good Faith Efforts (GFE) requirements related to the federal funding on  the Project;  3) Authorize the Chair or Executive Director, pursuant to legal counsel  review, to execute the agreement on behalf of the Commission;  4) Authorize the Executive Director, or designee, to approve the use of the  contingency amount as may be required by the project; and  5) Forward to the Commission for final action.       RCTC WRC Programs and Projects Committee Minutes   June 26, 2017  Page 4  9. VIDEO SURVEILLANCE STORAGE AND CLOSED CIRCUIT TELEVISION EQUIPMENT    Gary Ratliff, Facilities Administrator, presented the details of the video surveillance  storage and closed circuit television equipment procurement process.    In response to Commissioner Andrew Kotyuk’s question regarding monitoring of the  CCTVs, Gary Ratliff stated the CCTVs are monitored by security staff 24 hours a day.    M/S/C (Baca/Vargas) to:    1) Authorize the procurement of video surveillance storage equipment  and related closed circuit television (CCTV) equipment through the use  of the California Multiple Award Schedules (CMAS) pursuant to the  Public Contract Code Section 10299(a) and the Commission’s  Procurement Policy Manual in the amount of $1.2 million;   2) Authorize the Executive Director, or designee, to execute purchase  orders awarded under the terms of the agreements; and  3) Forward to the Commission for final action.    10. AGREEMENT FOR FREEWAY SERVICE PATROL TOW TRUCK SERVICE    Brian Cunanan, Commuter and Motorist Assistance Manager, presented the scope of  the agreement for Freeway Service Patrol tow truck service.    In response to Commissioner Michael Vargas’ question regarding the current contract  recipient, Brian Cunanan stated Steve’s Towing currently holds the contract for Beat  Nos. 1 and 2.    In response to Commissioner Brian Berkson’s question regarding the cost amount of the  bid received, Brian Cunanan stated the bid cost was in line with costs from other  counties FSP bids and the current pool of FSP providers the Commission uses.    In response to Commissioner Spiegel’s question regarding why Steve’s Towing did not  bid, Brian Cunanan stated the rising cost of insurance was a large factor in why Steve’s  Towing did not submit a bid at this time.     Anne Mayer explained it is a common occurrence to plateau.  This is a regulated  program for the tow providers so it is a higher cost for them.    Commissioner Kotyuk commented on the passing of SB 1 and the benefits it could have  for the Commission.       RCTC WRC Programs and Projects Committee Minutes   June 26, 2017  Page 5  M/S/C (Baca/Vargas) to:    1) Award Agreement No. 17‐45‐061‐00 to Pepe’s Towing Service, Inc. for  Freeway Service Patrol (FSP) tow truck services on Interstate 215 Beat  Nos. 18 and 19 for a three‐year term, and two one‐year options to  extend the agreement, in the amount of $3,302,812, plus a contingency  amount of $165,141, for a total amount not to exceed $3,467,953;  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.    11. FISCAL YEAR 2017/18 MEASURE A COMMUTER ASSISTANCE BUSPOOL SUBSIDY  FUNDING CONTINUATION REQUESTS    Michelle McCamish, Management Analyst, presented the details of the FY 2017/18  Measure A commuter assistance buspool subsidy funding continuation requests.    M/S/C (Vargas/Baca) to:    1) Authorize payment of $1,645/month maximum subsidy per buspool for  the period July 1, 2017 to June 30, 2018, to the existing Riverside and  Riverside II buspools;  2) Require subsidy recipients to meet monthly buspool reporting  requirements as supporting documentation to receive payments; and  3) Forward to the Commission for final action.    12. COMMISSIONERS / STAFF REPORT    There were no reports from Commissioners or the Executive Director.    13. ADJOURNMENT    There being no further business for consideration by the Western Riverside County  Programs and Projects Committee, the meeting was adjourned at 2:04 p.m.    Respectfully submitted,    Jennifer Harmon  Clerk of the Board  AGENDA ITEM 6 Agenda Item 6 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: August 28, 2017 TO: Western Riverside County Programs and Projects Committee FROM: Mark Lancaster, Right of Way Manager THROUGH: Marlin Feenstra, Project Delivery Director SUBJECT: Request to Declare Real Property as Surplus STAFF RECOMMENDATION: This item is for the Committee to: 1) Declare as surplus the real property in the areas of the State Route 91 Corridor Improvement Project (SR-91 CIP), as specifically identified in this report and attached maps; 2) Authorize the Executive Director to notify public agencies pursuant to Government Code 54220 et.seq. the properties are available; 3) If no response is received, authorize the Executive Director to offer the surplus properties for sale to the public; and 4) Forward to the Commission for final action. BACKGROUND INFORMATION: Staff completed a review of the Commission’s real property inventory and determined it would be in the Commission’s best interest to declare several parcels as surplus and offer them for sale. The parcels to be declared surplus are owned in fee-simple by the Commission. The parcels were all acquired to facilitate the construction of the SR-91 CIP and are no longer necessary for current or future project purposes. The following table summarizes the properties proposed to be declared surplus. Site # of Parcels Acreage Location SR-91 CIP 37 Approx. 27 City of Corona & the unincorporated area of Riverside County Total 37 27.00 +/- 1 Agenda Item 6 Process After being declared surplus, staff will follow the Commission’s right of way policies and procedures, state laws, and any applicable funding requirements to dispose of the property. Staff will prioritize the order of sale based on market conditions. Pursuant to the Government Code 54220, et.seq., letters will be prepared notifying the appropriate public agencies and any other qualifying entities of the Commission’s decision to declare the property surplus. If interested, the public agency(s) shall notify the Commission in writing of its intent to purchase or lease the land within 60 days after receipt of the Comm ission’s notification of intent to sell the land. If no public agency expresses interest in the parcel s, the parcels will then be offered for sale to the public. Notification requirements do not apply to exempt property as defined by the Government Code, or to the sale of surplus to an owner of contiguous land. An appraisal will be completed in order to determine the current fair market value of the surplus property. The surplus property will be advertised for sale, utilizing the Commission's website, newspapers, online publications, and signage on the property. An invitation for bids will be added to the Available Property section on the Commission’s website, and a defined submittal date will be provided. Staff will review the offers received based on the following criteria: 1) Price; and 2) Terms and conditions of sale. All applicants will be required to complete the Commission’s Conflict of Interest form. Staff will return to the Commission for approval before entering into a purchase and sale agreement for any of the properties. Properties Now that construction is nearing completion on the SR-91 CIP, the Commission desires to begin the process of disposing remnant or surplus property. For the most part, the parcels remaining on this project are developable parcels and have generated some interest from either owners of contiguous land or from the community in general. Staff requests the Commission declare the parcels, in the table following, as surplus property and authorize the Executive Director to offer the surplus property for sale. The proceeds from the sales of these properties have not been included in the FY 201 7/18 budget; a budget adjustment is not required for the potential revenues. Pursuant to the Transportation Infrastructure Finance and Innovation Act (TIFIA) loan executed in July 2013 in connection with the financing for the SR-91 CIP, the TIFIA loan reserve account is to be funded at the required amount of $20 million 2 Agenda Item 6 no later than July 1, 2019, from the proceeds of the sales of surplus properties. Proceeds in excess of the reserve requirement may be required in the flow of funds for the repayment of the SR-91 CIP toll supported debt, including the TIFIA loan. Information regarding the surplus property is detailed in the following table: Map Sheet Page # CPN APN(s) Vacant/ Improved Zoning Square Feet Acres 1 1 22121 102-050-005 Vacant Open Space 22,215 0.51 1 2 22129 22130 102-091-004 102-091-005 102-091-006 Vacant Commercial/ Open Space 44,941 1.03 1 3 22129 102-091-006 Vacant Residential 9,509 0.22 1 4 22133 22134 22135 22136 22137 102-092-024 102-092-027 102-092-028 102-101-002 102-101-033 102-101-035 102-101-036 Vacant Commercial 156,816 3.60 2 5 22158 102-250-056 Vacant Commercial 38,734 0.89 3 6 22179 118-160-057 Vacant Commercial 10,247 0.24 3 7 22180 118-160-058 Vacant Commercial 7,719 0.18 3 & 4 8 22192 118-160-021 Vacant Commercial 20,111 0.46 4 9 22194 118-160-004 Vacant Commercial 52,676 1.21 4 10 22200 118-260-015 Vacant Commercial 5,123 0.12 4 11 22205 118-301-010 Vacant Residential 8,790 0.20 4 12 22217 22219 118-270-023 118-270-003 Vacant Commercial 134,631 3.09 4 13 22219 118-270-003 Vacant Commercial 181,988 4.18 4 14 22223 118-302-014 Vacant Residential 7,829 0.18 4 15 22228 118-302-001 Vacant Residential 14,110 0.32 5 16 22233 117-041-016 Vacant Residential 3,313 0.08 5 17 22235 117-041-012 Vacant Residential 5,118 0.12 5 18 22237 117-042-023 Vacant Residential 2,852 0.07 5 19 22241 117-070-003 Vacant Residential 7,730 0.18 5 20 22243 117-070-008 Vacant Residential 7,510 0.17 5 21 22246 117-070-032 Vacant Residential 1,673 0.04 5 & 6 22 22251 117-080-020 Vacant Residential 3,481 0.08 5 & 6 23 22265 117-080-011 Vacant Residential 4,502 0.10 5 24 22253 22254 117-101-019 117-101-020 Vacant Residential 5,439 0.12 5 25 22255 117-101-013 Vacant Residential 4,854 0.11 3 Agenda Item 6 5 & 6 26 22262 117-111-005 Vacant Residential 2,980 0.07 5 & 6 27 22278 117-112-002 Vacant Residential 8,135 0.19 6 28 22267 117-080-013 117-080-014 Vacant Residential 5,568 0.13 6 29 22273 117-270-002 Vacant Commercial 42,631 0.98 6 30 22279 22280 117-112-015 117-112-014 Vacant Residential 5,469 0.13 6 31 22283 22284 117-113-004 117-113-003 Vacant Residential 8,020 0.18 6 32 22288 22289 22290 117-121-009 117-121-008 117-121-003 Vacant Residential 9,971 0.23 6 33 22292 22293 117-122-001 117-122-002 Vacant Industrial 9,733 0.22 6 34 22294 117-122-029 Vacant Industrial 18,053 0.41 6 35 22295 117-270-009 Vacant Industrial 11,986 0.28 6 36 22297 117-270-021 117-270-022 Improved Industrial 284,195 6.53 6 37 22302 115-060-049 Vacant Commercial 4,588 0.11 Financial Information In Fiscal Year Budget: No N/A Year: FY 2017/18 FY 2018/19+ Amount: Undetermined Source of Funds: Property sale proceeds Budget Adjustment: No N/A GL/Project Accounting No.: 009199 416 41608 591 31 41204 Fiscal Procedures Approved: Date: 08/14/2017 Attachment: Maps Depicting the Real Property to be Declared as Surplus 4 5 6 7 8 9 10 I _ i ti WEI ROUTE 91 m) w I u ,r f' — 1 F9194T-A t Rd - _ _.� i.r — . �ca W a W . 110W. iwifo�iv«crw.reemok ose.. +_cc r 41_, a •� F �.- �l powect am �/•l lacK ExCE55 PROPERTY l� Yf 41Y WT"'kb ti w� O" Qt t V97 Hli.+i JR1 B.91 RCTC EXCESS LAND MAP SR-91 CORRIDOR IMPROVEMENT PROJECT SHEET 1 OF 6 PARSONS •-.. �.�.. r.L....� iM11N el:N:41 •M HMI )+�])O) in pRiv-9i 0 0/13.04 W-Rl;7-19S 7R5 4<3�5 ,ii 9i agtal RCTC EXCESS LAND MAP PPOJECI POP RC TT ERCESS PROPERT♦ SR-91 CORRIDOR IMPROVEMENT PROJECT SHEET 2 OF 8 PARSONS aTuiw c•T :. ,:rg;:os ._,_ 1 ` �Maki _� 1r Tamin �jj�j , ��•SAV7 VIEW 4VE ] i irrirtr PROJECT ROW RC TC EXCESS PROPERTY .w. ,.. RCTC EXCESS LAND MAP SR-91 CORRIDOR IMPROVEMENT PROJECT SHEET 3 OF B PARSONS sUMW Mbp,• Ml[SSl��pp 1 �1 P _.i1 11i!_91 OAF -" 35.Mr415-1• - PROJECT TRW NC1C EXCESS PRCPERTV RCTC EXCESS LAND MAP SR-91 CORRIDOR IMPROVEMENT PROJECT SHEET 4 OF 6 i Lel L606116 RCTC EXCESS LAND MAP • NE PROJECT NON ROTC EXCESS PROPERTY F lEE NEIl1E5I GATE Pl 67TP1P arr P AMP a 1lFR SR-91 CORRIDOR IMPROVEMENT PROJECT SHEET 5 OF B _ PAFlSONS ;a r- g E 3rd ST l—tea ,V.E5T LE[iF w PKIJE C1 ROin ROTC ExCESS cRCPEQ'• .v.. Mtn U-Npprrv.91 11OH 5. ,4 D - °: 3 35 W 3A1 1i.91 RCTC EXCESS LAND MAP SR-91 CORRIDOR IMPROVEMENT PROJECT SHEET B OF B AIL RARSC N� AGENDA ITEM 7 Agenda Item 7 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: August 28, 2017 TO: Western Riverside County Programs and Projects Committee FROM: Alex Menor, Capital Projects Manager THROUGH: Marlin Feenstra, Project Delivery Director SUBJECT: Agreement for Final Design and Right of Way Acquisition for Construction of Phase 1 of the Interstate 15/Railroad Canyon Road Interchange Project in the City of Lake Elsinore STAFF RECOMMENDATION: This item is for the Committee to: 1) Award Agreement No. 17-31-048-00 to WKE, Inc. (WKE) to perform final engineering services and prepare plans, specifications, and cost estimate (PS&E) for the construction of the Interstate 15/Railroad Canyon Road interchange project (Project) Phase 1 in the amount of $3,229,337, plus a contingency amount of $322,934, for potential changes in scope, for a total amount not to exceed $3,552,271; 2) Authorize the Executive Director, or designee, to approve the use of the contingency amount as may be required for the Project; 3) Authorize the Executive Director, pursuant to legal counsel review, to execute the following utility agreements required for the Project utility relocations in an amount not to exceed an aggregate value of $1.5 million; a) Agreement No. 18-31-029-00 with AT&T; b) Agreement No. 18-31-030-00 with Time Warner; c) Agreement No. 18-31-031-00 with Southern California Gas; d) Agreement No. 18-31-032-00 with Southern California Edison; e) Agreement No. 18-31-033-00 with Verizon; f) Agreement No. 18-31-034-00 with Eastern Municipal Water District; g) Agreement No. 18-31-035-00 with Elsinore Valley Municipal Water District; h) Agreement No. 18-31-036-00 with Golden State Utility; and i) Agreement No. 18-31-037-00 with city of Lake Elsinore (Lake Elsinore); 4) Authorize the Executive Director, pursuant to legal counsel review, to acquire required parcels for the Project in an estimated amount not to exceed $1.5 million in accordance with the Commission’s right of way (ROW) policies and procedures; 5) Approve Agreement No. 18-72-027-00 with Caltrans related to the responsibilities for final design and ROW acquisition of the Project, including use of the federal earmark of $237,500 secured by Lake Elsinore for ROW acquisition; 6) Approve Agreement No. 10-72-016-06, Amendment No. 6 to Agreement No. 10-72-016- 00, with Lake Elsinore to identify the Commission as the implementing agency for 11 Agenda Item 7 acquisition of ROW and final design for the Project and authorize an increase of $980,121 in Transportation Uniform Mitigation Fee (TUMF) regional arterial funds for the PS&E Phase from $2 million to a total amount of $2,980,121; 7) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements and future non-funding agreements and/or amendments on behalf of the Commission; and 8) Forward to the Commission for final action. BACKGROUND INFORMATION: Since May 2011, the Commission has managed the environmental and preliminary engineering phase of the Project (see Project map on Attachment 1) on behalf of Lake Elsinore. SC Engineering began the PA&ED phase work for Lake Elsinore and has continued the work for the Commission. With the pending approval of the PA&ED, staff, in cooperation with Caltrans and Lake Elsinore, is ready to begin work on the PS&E and ROW acquisition phases of the Project and to closeout all tasks associated with the PA&ED work. Project advancement to the next phase re quires procurement of a contract for preparation of PS&E and the development of additional agreements with various parties. DISCUSSION: Procurement Process for Final Design Pursuant to Government Code 4525 et seq, selection of architect, engineer, and related services shall be on the basis of demonstrated competence and on professional qualifications necessary for the satisfactory performance of the services required. Therefore, staff used the qualification method of selection for the procurement of PS&E services for the Project. Evaluation criteria included elements such as qualifications of firm, staffing and project organization, project understanding and approach, and the ability to respond to the requirements set forth under the terms of a request for qualifications (RFQ). RFQ No. 17-31-048-00 for PS&E services for the Project was released by staff on April 27, 2017. A public notice was advertised in the Press Enterprise, and the RFQ was posted on the Commission’s Planet Bids website, which is accessible through the Commission’s website. Through Planet Bids, 89 firms downloaded the RFQ; 13 of these firms are located in Riverside County. A pre-submittal meeting was held on May 16 and attended by 17 firms. Staff responded to all questions submitted by potential proposers prior to the May 30 clarification deadline. Five firms – AECOM; Kimley-Horn; Parsons Transportation Group, Inc.; WKE, Inc.; and WSP – submitted responsive and responsible statement s of qualifications prior to the 2:00 p.m. submittal deadline on June 15. Based on the evaluation criteria set forth in the RFQ, the firms were evaluated and scored by an evaluation committee comprised of Commission, Bechtel, Lake Elsinore, and Caltrans staff. 12 Agenda Item 7 Based on the evaluation committee’s assessment of the written proposals and pursuant to the terms of the RFQ, the evaluation committee shortlisted and invited three firms (AECOM, Kimley- Horn, and WKE) to the interview phase of the evaluation and selection process. Interviews were conducted on July 13. Following interviews, the evaluation committee scored the interviews and combined the shortlisted firms’ written and interview scores. Accordingly, the evaluation committee recommends contract award to WKE to provide PS&E services for the Project, as it earned the highest total evaluation score. Subsequently, staff negotiated the scope of work (including the appropriate level of effort, labor categories/mix, etc.), cost, and schedule proposal received from WKE for the Project services and established a fair and reasonable price. The proposed cost, including contingency, is $3,552,271. The construction cost for Phase 1 of the recommended alternative is currently estimated at $27 million. The PS&E contract amount is approximately 13 percent of this amount, which is slightly higher than average. This is due to inclusion of work to refine the scope of the project, which have been requested by Lake Elsinore and supported by staff, as this effort will increase the value of the project. Staff anticipates advertising for the construction contract by late 2019. Staff recommends award of an agreement with WKE for final engineering services and preparation of PS&E related to the Project in the amount of $3,229,337, plus a contingency amount of $322,934, for a total amount not to exceed $3,552,271. Staff also recommends authorizing the Executive Director to approve the use of the amount as may be required for the Project. ROW Acquisition The Project will require separate agreements related to utility relocations with impacted utility companies, including gas, water, sewer, telephone, fiber optic, cable, and electric at an estimated cost of $1.5 million. Staff recommends authorization for the Executive Director, pursuant to legal counsel review, to execute agreements with the following utility companies for utility relocations in an amount not to exceed an aggregate value of $1.5 million:  AT&T;  Eastern Municipal Water District;  Elsinore Valley Municipal Water District;  Golden State Utility;  Lake Elsinore  Southern California Edison;  Southern California Gas;  Time Warner; and  Verizon. 13 Agenda Item 7 The utility relocation costs estimated for the Project are based on the use of Caltrans Master Agreements split relocation costs 50/50 with utility owners. If any of the relocated utilities are within easements or not a signatory to the Caltrans Master Agreement, this cost may increase. It is anticipated seven partial ROW takes and temporary construction easements will be required for the Project, as indicated on Attachment 2. The impacted properties are commercial properties with an estimated ROW cost of $1.5 million. Staff will use the Commission’s on-call ROW consultants to appraise and acquire the required parcels for the Project and certify the ROW for construction. Staff recommends authorization for the Executive Director, pursuant to legal counsel review, to acquire the required parcels for the Project in an amount not to exceed $1.5 million in accordance with the Commission’s ROW policies and procedures. Other Agreements A cooperative agreement with Caltrans will be needed to identify the Commission and Caltrans responsibilities for acquisition of ROW and for PS&E related to the Project. The Commission will be the implementing agency, and Caltrans responsibilities include quality assurance review. The funding summary in the cooperative agreement will also indicate that federal interstate maintenance discretionary (IMD) funds secured by Lake Elsinore are available for the ROW phase. Staff recommends authorization for the Executive Director to execute the cooperative agreement as well as future non-funding agreements and/or amendments on behalf of the Commission. A new agreement with Lake Elsinore will be needed to identify the Commission as the implementing agency for the final design and acquisition of ROW for the Project and Lake Elsinore responsible for the funding. Commission costs, consisting of staff and consultants, as the implementing agency are approximately $400,000 for PS&E and $787,500 for ROW. Staff recommends authorization for the Chair or Executive Director to execute the agreement between the Commission and Lake Elsinore. Funding Funding for PS&E and ROW consists primarily of TUMF regional arterial funds administered by the Commission and TUMF zone funds administered by the Western Regional Council of Governments (WRCOG) in accordance with the TUMF Nexus Study. Proposed funding is summarized in the following table: 14 Agenda Item 7 In July 2015 the Commission approved Amendment No. 4 to the agreement between the Commission and Lake Elsinore for the Project to program $2 million for PS&E and $2.6 million for ROW. Based on the current cost estimate for PS&E, staff recommends an increase of $980,121 in TUMF regional arterial funds for the Project’s PS&E phase. No increase is required for TUMF regional arterial funds programmed for ROW. Lake Elsinore has indicated that the TUMF zone funds are programmed through WRCOG. Lake Elsinore supports the increase in TUMF funding for PS&E and ROW and will consider the item at a city council meeting following Commission approval. Financial Impact There are sufficient funds in the FY 2017/18 FY budget for PA&ED project close-out, PS&E services, utility relocations, and right of way acquisitions, and a budget amendment is not required. In subsequent years, PS&E, utility relocation, and right of way acquisition cost will be budgeted. Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2017/18 FY 2018/19+ Amount: $1,250,000 $6,489,800 Source of Funds: TUMF Zone and Regional Arterial, federal IMD funds Budget Adjustment: No N/A GLA No.: 005104 81102 210 72 81102 $3,552,271 (final design) 005104 81402 210 72 81401 $1,500,000 (utility relocations) 005104 81401 210 72 81401 $1,500,000 (ROW acquisitions) 005104 6XXXX 210 72 6XXXX $500,029 (salaries and benefits) 005104 65520 210 72 65520 $687,500 (professional services) Fiscal Procedures Approved: Date: 08/22/2017 Zone Regional Arterial Federal IMD Total PS&E Phase: WKE 972,179$ 2,580,092$ -$ 3,552,271$ Commission staff - 400,029 - 400,029 Subtotal 972,179 2,980,121 - 3,952,300 ROW Phase: Utility relocations 162,500 1,337,500 - 1,500,000 Acquisitions - 1,262,500 237,500 1,500,000 Commission staff/consultants 787,500 - - 787,500 Subtotal 950,000 2,600,000 237,500 3,787,500 Total 1,922,179$ 5,580,121$ 237,500$ 7,739,800$ TUMF 15 Agenda Item 7 Attachments: 1) Railroad Canyon Road at I-15 Improvements Project Strip Map 2) Railroad Canyon Road at I-15 Selected Alternative Phase 1 Right of Way Requirements 3) Draft Agreement No. 17-31-048-00 with WKE 4) Draft Commission - Caltrans PS&E and ROW Cooperative Agreement No. 18-72-027-00 5) Draft Commission-Lake Elsinore Funding, PS&E, and ROW TUMF Agreement No. 10-72- 016-06 16 17 363130059 363140069 363172005 363171004 363140085 363140044363140043363140094 363530003 363530007 363530012 363530008 363150001 363150025 363140080 363140091 363670015 363171003 363530005 363670011363550004 363530004363140089 363550003 363171008 363130086 363130042 363130021 363171005 363140093 363130044 363530006 363130019 363140090 363150002 363140088 §¨¦15 AUTO C E N T E R D R I V E AU T O C E N T E R D R I V E LAKESHORE DR I V E DIAMOND DRIVECA S I N O D R I V E G R A P E S T R E E T RAIL R O A D C A N Y O N R O A DRAILROADCANYONROAD AU T O C E N T E R D R I V E LAKESHOREDRIVE Property Acquisitions Map for Alternatives 2 and 3SOURCE: Google Earth, 2013;SC Engineering, 2014; RiversideCounty Parcel Data, 2014. I:\SAE1401\Reports\IS_EA\fig2-3-1_Prop_Aquisitions_Mapbook_Alts2-3.mxd (11/15/2016) 08-RIV-15-PM 18.3/21.0EA. 0A4400I-15/Railroad Canyon Road InterchangeInitial Study/Environmental Assessment FIGURE 2.3.1 0 100 200 Feet S!!N ¦§¨¦15 5 9 6 1 3 4 2 7 8 11 10 Project Footprint Alt 2 Alignment Parcel Boundaries Index Map SHEET 8 OF 11 18 Agreement No. 17-31-048-00 RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT FOR [___DESCRIPTION OF SERVICES___] SERVICES WITH [___CONSULTANT___] 1.PARTIES AND DATE. This Agreement is made and entered into this day of , 2017, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMIS SION ("the Co- mmission") and [___NAME OF FIRM___] ("Consultant"), a [___LEGAL STATUS OF CONSULTANT e.g., CORPORATION___]. 2.RECITALS. 2.1 Consultant desires to perform and assume responsibility for the provision of certain professional consulting services required by Commission on the terms and conditions set forth in this Agreement. Consultant represents that it is a professional consultant, experienced in providing [___INSERT TYPE OF SERVICES___] services to public clients, is licensed in the State of California, and is familiar with the plans of Commission. 2.2 Commission desires to engage Consultant to render certain consulting services for the [___INSERT PROJECT NAME___] Project ("Project") as set forth herein. 3.TERMS. 3.1 General Scope of Services. Consultant promises and agrees to furnish to Commission all labor materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately provide professional consulting services and advice on various issues affecting the decisions of Commission regarding the Project and on other programs and matters affecting Commission, hereinafter referred to as "Services". The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attach ed hereto and incorporated herein by reference, and all applicable local, state, and federal laws, rules and regulations. 3.2 Term. The term of this Agreement shall be from the date first specified above to ________________, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. ATTACHMENT 3 19 2 17336.00000\8752982.2 3.3 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, the Commission shall respond to Consultant's submittals in a timely manner. Upon request of the Commission, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.4 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant under its supervision. Consultant will determine the means, method and details of performing the Services subject to the requirements of this Agreement. Commission retains Consultant on an independent contractor basis and Consultant is not an employee of Commission. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall not be employees of Commission and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance. 3.5 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of Commission. 3.6 Substitution of Key Personnel. Consultant has represented to Commission that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavaila ble, Consultant may substitute other personnel of at least equal competence and experience upon written approval of Commission. In the event that Commission and Consultant cannot agree as to the substitution of key personnel, Commission shall be entitled to terminate this Agreement for cause, pursuant to provisions of Section 3.16 of this Agreement. The key personnel for performance of this Agreement are as follows: __________________________________. 3.7 Commission’s Representative. Commission hereby designates [___INSERT NAME OR TITLE___], or his or her designee, to act as its representative for the performance of this Agreement ("Commission’s Representative"). Commission's representative shall have the power to act on behalf of Commission for all purposes under this Agreement. Consultant shall not accept direction from any person other than Commission's Representative or his or her designee. 20 3 17336.00000\8752982.2 3.8 Consultant’s Representative. Consultant hereby designates [___INSERT NAME OR TITLE___], or his or her designee, to act as its representative for the performance of this Agreement ("Consultant’s Representative"). Consultant’s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.9 Coordination of Services. Consultant agrees to work closely with Commission staff in the performance of Services and shall be available to Commission's staff, consultants and other staff at all reasonable times. 3.10 Standard of Care; Licenses. Consultant shall perform the Services under this Agreement in a skillful and competent manner, consistent with the standard generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from Commission, any Services necessary to correct errors or omissions which are caused by the Consultant ’s failure to comply with the standard of care provided for herein, and shall be fully responsible to the Commission for all damages and other liabilities provided for in the indemnification provisions of this Agreement arising from the Consultant’s errors and omissions. 3.11 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regula tions and without giving written notice to Commission, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold Commission, its officials, directors, officers, employees and agents free and harmle ss, 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. 21 4 17336.00000\8752982.2 3.12 Insurance. 3.12.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the Commission that it has secured all insurance required under this section , in a form and with insurance companies acceptable to the Commission. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. 3.12.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insu rance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) if Consultant has an employees, Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Practices Liability limits of $1,000,000 per accident. 3.12.3 Professional Liability. [___INCLUDE ONLY IF APPLICABLE - DELETE OTHERWISE___] Consultant shall procure and maintain, and require its sub- consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 [___INCREASE IF NECESSARY - OTHERWISE LEAVE AS IS AND DELETE THIS NOTE___] per claim. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. 22 5 17336.00000\8752982.2 The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. 3.12.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the Commission to add the following provisions to the insurance policies: (A) General Liability. (i) Commercial General Liability Insurance must include coverage for (1) bodily Injury and property damage; (2) personal Injury/advertising Injury; (3) premises/operations liability; (4) products/completed operations liability; (5) aggregate limits that apply per Project; (6) explosion, collapse and u nderground (UCX) exclusion deleted; (7) contractual liability with respect to this Agreement; (8) broad form property damage; and (9) independent consultants coverage. (ii) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to this Agreement. (iii) The policy shall give the Commission, its directors, officials, officers, employees, and agents insured status using ISO endorsement forms 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (iv) The additional insured coverage under the policy shall be “primary and non-contributory” and will not seek contribution from the Commission’s insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the Commission, its directors, officials, officers, employees and agents shall be covered as additional insureds with respe ct to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the Comm ission, its directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant ’s scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, its directors, officials, officers, employees and agents shall be excess of the Consultant ’s insurance and shall not be called upon to contribute with it in any way. 23 6 17336.00000\8752982.2 (C) Workers’ Compensation and Employers Liability Coverage. (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self -insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) The insurer shall agree to waive all rights of subrogation against the Commission, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages. (i) Defense costs shall be payable in addition to the limits set forth hereunder. (ii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth herein shall be available to the Commission, its directors, officials, officers, employees and agents as additional insureds under said policies. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. (iii) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the Commission (if agreed to in a written contract or agreement) before the Commission’s own insurance or self -insurance shall be called upon to protect it as a named insured. The umbrella/excess policy shall be provided on a “following form” basis with coverage at least as broad as provided on the underlying policy(ies). (iv) Consultant shall provide the Commission at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non -payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the Commission at least ten (10) days prior to the effective date of cancellation or expiration. 24 7 17336.00000\8752982.2 (v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year e xtended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims - made policy with a retroactive date subsequent to the effective date of this Agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the Commission, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (vii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Commission has the right but not the duty to obtain the insurance it deems necessary and any premium paid by Commission will be promptly reimbursed by Consultant or Commission will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, Commission may cancel this Agreement. The Commission may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (viii) Neither the Commission nor any of its directors, officials, officers, employees or agents shall be personally responsible for any liability arising under or by virtue of this Agreement. Each insurance policy required by this Agreement shall be endorsed to state that: 3.12.5 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the Commission. If the Commission does not approve the deductibles or self -insured retentions as presented, Consultant shall guarantee that, at the option of the Commission, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Commission, its directors, officials, officers, employees and agents; or, (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.12.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the Commission. 3.12.7 Verification of Coverage. Consultant shall furnish Commission with original certificates of insurance and endorsements effecting coverage 25 8 17336.00000\8752982.2 required by this Agreement on forms satisfactory to the Commission. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the Commission before work commences. The Commission reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.12.8 Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the Commission that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the Commission as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, the Commission may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 3.13 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.14 Fees and Payment. 3.14.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto. The total compensation shall not exceed [___INSERT WRITTEN DOLLAR AMOUNT___] ($[___INSERT NUMERICAL DOLLAR AMOUNT___]) without written approval of Commission's Executive Director (“Total Compensation”). Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.14.2 Payment of Compensation. Consultant shall submit to Commission a monthly statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Service s 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. 26 9 17336.00000\8752982.2 3.14.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by Commission. 3.14.4 Extra Work. At any time during the term of this Agreement, Commission may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by Commission to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from Commission's Executive Director. 3.15 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred and fees charged under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of Commission during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.16 Termination of Agreement. 3.16.1 Grounds for Termination. Commission may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof. Upon termination, Consultant shall be compensated only for those services which have been fully and adequately rendered to Commission through the effective date of the termination, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.16.2 Effect of Termination. If this Agreement is terminated as provided herein, Commission may require Consultant to provide all finished or unfinished Documents and Data, as defined below, and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.16.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, Commission may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.17 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: 27 10 17336.00000\8752982.2 CONSULTANT: COMMISSION: ______________________ Riverside County ______________________ Transportation Commission ______________________ 4080 Lemon Street, 3rd Floor _____________________ Riverside, CA 92501 Attn: ________________ Attn: Executive Director Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.18 Ownership of Materials/Confidentiality. 3.18.1 Documents & Data. This Agreement creates an exclusive and perpetual license for Commission to copy, use, modify, reuse, or sub -license any and all copyrights and designs embodied in plans, specifications, studies, drawings, estimates, materials, data and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subcontractors to agree in writing that Commission is granted an exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant ha s the legal right to grant the exclusive and perpetual license for all such Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided t o Consultant by the Commission. Commission shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at Commission ’s sole risk. 3.18.2 Intellectual Property. In addition, Commission shall have and retain all right, title and interest (including copyright, patent, trade secret and other proprietary rights) in all plans, specifications, studies, drawings, estimates, materials, data, computer programs or software and source code, enhancements, documents, and any and all works of authorship fixed in any tangible medium or expression, including but not limited to, physical drawings or other data magnetically or otherwise recorded on computer media (“Intellectual Property”) prepared or developed by or on behalf of Consultant under this Agreement as well as any other such Intellectual Property prepared or developed by or on behalf of Consultant under this Agreement. 28 11 17336.00000\8752982.2 The Commission shall have and retain all right, title and interest in Intellectual Property developed or modified under this Agreement whether or not paid for wholly or in part by Commission, whether or not developed in conjunction with Consultant, and whether or not developed by Consultant. Consultant will execute separate written assignments of any and all rights to the above referenced Intellectual Property upon request of Commission. Consultant shall also be responsible to obtain in writing separate written assignments from any subcontractors or agents of Consultant of any and all right to the above referenced Intellectual Property. Should Consultant, either during or following termination of this Agreement, desire to use any of the above -referenced Intellectual Property, it shall first obtain the written approval of the Commission. All materials and documents which were developed or prepared by the Consultant for general use prior to the execution of this Agreement and which are not the copyright of any other party or publicly a vailable and any other computer applications, shall continue to be the property of the Consultant. However, unless otherwise identified and stated prior to execution of this Agreement, Consultant represents and warrants that it has the right to grant the exclusive and perpetual license for all such Intellectual Property as provided herein. Commission further is granted by Consultant a non -exclusive and perpetual license to copy, use, modify or sub-license any and all Intellectual Property otherwise owned by Consultant which is the basis or foundation for any derivative, collective, insurrectional, or supplemental work created under this Agreement. 3.18.3 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of Commission, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use Commission's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of Commission. 3.18.4 Infringement Indemnification. Consultant shall defend, indemnify and hold the Commission, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyrigh t, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of 29 12 17336.00000\8752982.2 the use on the Project by Commission of the Documents & Data, including any method, process, product, or concept specified or depicted . 3.19 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.20 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and costs of such actions. 3.21 Indemnification. Consultant shall defend, indemnify and hold the Commission, its directors, officials, officers, agents, consultants, employees and volunteers free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or in equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged negligent acts, omissions or willful misconduct of the Consultant, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation, the payment of all consequential damages, attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant’s own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the Commission, its directors, officials, officers, agents, consultants, employees and volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against the Commission or its directors, officials, officers, agents, consultants, employees and volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse the Commission and its directors, officials, officers, agents, consultants, employees and volunteers, for any and all le gal expenses and costs, including reasonable attorney’s fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant’s obligation to indemnity shall not be restricted to insurance proceeds, if any, received by the Commission or its directors, officials, officers, agents, consultants, employees and volunteers. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. This Section 3.21 shall survive any expiration or termination of this Agreement. 3.22 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be supplemented, amended, or modified by a writing signed by both parties. 3.23 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. 30 13 17336.00000\8752982.2 3.24 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.25 Commission's Right to Employ Other Consultants. The Commission reserves the right to employ other consultants in connection with this Project. 3.26 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties, and shall not be assigned by Consultant without the prior written consent of Commission. 3.27 Prohibited Interests and Conflicts. 3.27.1 Solicitation. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, Commission shall have the right to rescind this Agreement without liability. 3.27.2 Conflict of Interest. For the term of this Agreement, no member, officer or employee of Commission, during the term of his or her service with Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.27.3 Conflict of Employment. Employment by the Consultant of personnel currently on the payroll of the Commission shall not be permitted in the performance of this Agreement, even though such employment may occur outside of the employee’s regular working hours or on weekends, holidays or vacation time. Further, the employment by the Consultant of personnel who have been on the Commission payroll within one year prior to the date of execution of this Agreement, where this employment is caused by and or dependent upon the Consultant securing this or related Agreements with the Commission, is prohibited. 3.27.4 Employment Adverse to the Commission. Consultant shall notify the Commission, and shall obtain the Commission’s written consent, prior to accepting work to assist with or participate in a third -party lawsuit or other legal or administrative proceeding against the Commission during the term of this Agreement. 3.28 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discrimi nate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment 31 14 17336.00000\8752982.2 advertising, layoff or termination. Consultant shall also comply with all relevant provisions of Commission's Disadvantaged Business Enterprise program, Affirmative Action Plan or other related Commission programs or guidelines currently in effect or hereinafter enacted. 3.29 Subcontracting. Consultant shall not subcontract any portion of the work or Services required by this Agreement, except as expressly stated herein, without prior written approval of the Commission. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 3.30 Prevailing Wages. By its execution of this Agreement, Consultant certified that it is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq. (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. The Commission shall provide Consultant with a copy of the prevailing rate of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the Commission, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.30.1 DIR Registration. Effective March 1, 2015, if the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations. If applicable, Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. 3.31 Employment of Apprentices. This Agreement shall not prevent the employment of properly indentured apprentices in accordance with the Cal ifornia Labor Code, and no employer or labor union shall refuse to accept otherwise qualified employees as indentured apprentices on the work performed hereunder solely on the ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice shall be paid the standard wage paid to apprentices under the regulations of the craft or trade in which he or she is employed and shall be employed only in the craft or trade to which he or she is registered. 32 15 17336.00000\8752982.2 If California Labor Code Section 1777.5 applies to the Services, Consultant and any subcontractor hereunder who employs workers in any apprenticeable craft or trade shall apply to the joint apprenticeship council administering applicable standards for a certificate approving Consultant or any sub-consultant for the employment and training of apprentices. Upon issuance of this certificate, Consultant and any sub -consultant shall employ the number of apprentices provided for therein, as well as contribute to the fund to administer the apprenticeship program in each craft or trade in the area of the work hereunder. The parties expressly understand that the responsibility for compliance with provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California Labor Code in regard to all apprenticeable occupations lies with Consultant. 3.32 No Waiver. Failure of Commission to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times. 3.33 Eight-Hour Law. Pursuant to the provisions of the California Labor Code, eight hours of labor shall constitute a legal day's work, and the time of service of any worker employed on the work shall be limited and restricted to eight hours during any one calendar day, and forty hours in any one calendar week, except when payment for overtime is made at not less than one and one -half the basic rate for all hours worked in excess of eight hours per day ("Eight-Hour Law"), unless Consultant or the Services are not subject to the Eight-Hour Law. Consultant shall forfeit to Commission as a penalty, $50.00 for each worker employed in the execution of this Agreement by him, or by any sub-consultant under him, for each calendar day during which such workman is required or permitted to work more than eight hours in any calendar day and forty hours in any one calendar week without such compensation for overtime violation of the provisions of the California Labor Code, unless Consultant or the Services are not subject to the Eight - Hour Law. 3.34 Subpoenas or Court Orders. Should Consultant receive a subpoena or court order related to this Agreement, the Services or the Project, Consultant shall immediately provide written notice of the subpoena or court order to the Commission. Consultant shall not respond to any such subpoena or court order until notice to the Commission is provided as required herein, and shall cooperate with the Commission in responding to the subpoena or court order. 3.35 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification and confidentiality obligations, and the obligations related to receipt of subpoenas or court orders, shall survive any such expiration or termination. 33 16 17336.00000\8752982.2 3.36 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.37 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.38 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.39 Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 3.40 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.41 Conflicting Provisions. In the event that provisions of any attached exhibits conflict in any way with the provisions set forth in this Agreement, the language, terms and conditions contained in this Agreement shall control the actions and obligations of the Parties and the interpretation of the Parties’ understanding concerning the performance of the Services. 3.42 Headings. Article and Section Headings, paragraph captions or marginal headings contained in this Agreement are for convenience only and shall have no effect in the construction or interpretation of any provision herein. 3.43 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein, without the prior written consent of the Commission. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.44 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. [SIGNATURES ON FOLLOWING PAGE] 34 17 17336.00000\8752982.2 SIGNATURE PAGE TO RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT FOR [___DESCRIPTION OF SERVICES___] SERVICES WITH [___CONSULTANT___] IN WITNESS WHEREOF, this Agreement was executed on the date first written above. RIVERSIDE COUNTY CONSULTANT TRANSPORTATION COMMISSION [INSERT NAME OF CONSULTANT] By: _________________________ By: ____________________________ [INSERT NAME] Signature Chairman __________________________ Name [NOT NEEDED IF APPROVED BY COMMISSION] __________________________ Title By: ____________________________ Anne Mayer Executive Director Approved as to Form: Attest: By: ____________________________ By: ________________________ Best Best & Krieger LLP Its: Secretary General Counsel 35 18 17336.00000\8752982.2 1. Exhibit "A"- Scope of Services 2. Exhibit "B" - Schedule of Services 3. Exhibit "C" - Compensation [ATTACHED BEHIND THIS PAGE] 36 37 Agreement 08-1657 Project No. 0800000016 EA 0A440 08-RIV-15-18.3/21.0 i COOPERATIVE AGREEMENT This AGREEMENT, effective on _______________________________, is between the State of California, acting through its Department of Transportation, referred to as CALTRANS, and: Riverside County Transportation Commission, a public corporation/entity, referred to hereinafter as RCTC. RECITALS 1. PARTIES are authorized to enter into a cooperative agreement for improvements to the State Highway System per the California Streets and Highways Code sections 114 and 130. 2. For the purpose of this AGREEMENT, modify existing Interstate 15/Railroad Canyon Road Interchange (Phase 1) in the city of Lake Elsinore will be referred to hereinafter as PROJECT. The PROJECT scope of work is defined in the project initiation and approval documents (e.g. Project Study Report, Permit Engineering Evaluation Report, or Project Report). 3. All obligations and responsibilities assigned in this AGREEMENT to complete the following PROJECT COMPONENTS will be referred to hereinafter as WORK:  PLANS, SPECIFICATIONS, AND ESTIMATE (PS&E)  RIGHT-OF-WAY Each PROJECT COMPONENT is defined in the CALTRANS Workplan Standards Guide as a distinct group of activities/products in the project planning and development process. DRAFT 38 Agreement 08-1657 Project No. 0800000016 EA 0A440 08-RIV-15-18.3/21.0 2 4. The term AGREEMENT, as used herein, includes this document and any attachments, exhibits, and amendments. This AGREEMENT is separate from and does not modify or replace any other cooperative agreement or memorandum of understanding between the PARTIES regarding the PROJECT. PARTIES intend this AGREEMENT to be their final expression that supersedes any oral understanding or writings pertaining to the WORK. The requirements of this AGREEMENT will preside over any conflicting requirements in any documents that are made an express part of this AGREEMENT. If any provisions in this AGREEMENT are found by a court of competent jurisdiction to be, or are in fact, illegal, inoperative, or unenforceable, those provisions do not render any or all other AGREEMENT provisions invalid, inoperative, or unenforceable, and those provisions will be automatically severed from this AGREEMENT. Except as otherwise provided in the AGREEMENT, PARTIES will execute a written amendment if there are any changes to the terms of this AGREEMENT. PARTIES agree to sign a CLOSURE STATEMENT to terminate this AGREEMENT. However, all indemnification, document retention, audit, claims, environmental commitment, legal challenge, maintenance and ownership articles will remain in effect until terminated or modified in writing by mutual agreement or expire by the statute of limitations. 5. The following work associated with this PROJECT has been completed or is in progress:  CALTRANS approved the Mitigated Negative Declaration on July 31, 2017 (Cooperative Agreement No. 1416).  CALTRANS approved the Finding of No Significant Impact on July 31, 2017 (Cooperative Agreement No. 1416). 6. In this AGREEMENT capitalized words represent defined terms, initialisms, or acronyms. 7. PARTIES hereby set forth the terms, covenants, and conditions of this AGREEMENT. 39 Agreement 08-1657 Project No. 0800000016 EA 0A440 08-RIV-15-18.3/21.0 3 RESPONSIBILITIES Sponsorship 8. A SPONSOR is responsible for establishing the scope of the PROJECT and securing the financial resources to fund the WORK. A SPONSOR is responsible for securing additional funds when necessary or implementing PROJECT changes to ensure the WORK can be completed with the funds obligated in this AGREEMENT. PROJECT changes, as described in the CALTRANS Project Development Procedures Manual, will be approved by CALTRANS as the owner/operator of the State Highway System. 9. City of Lake Elsinore is the SPONSOR for the WORK in this AGREEMENT, per executed cooperative agreement No. 08-1416. Implementing Agency 10. The IMPLEMENTING AGENCY is the PARTY responsible for managing the scope, cost, schedule, and quality of the work activities and products of a PROJECT COMPONENT.  RCTC is the Plans, Specifications, and Estimate (PS&E) IMPLEMENTING AGENCY. PS&E includes the development of the plans, specifications, and estimate; obtaining any resource agency permits; and the advertisement/award of the construction contract.  RCTC is the RIGHT OF WAY IMPLEMENTING AGENCY RIGHT OF WAY includes coordination with utility owners for the protection, removal, or relocation of utilities; the acquisition of right-of-way interests; and post-construction work such as right-of-way documentation/recordation, relinquishments/vacations, and excess land transactions. The RIGHT OF WAY component budget identifies the cost of the capital costs of right-of-way acquisition (RIGHT OF WAY Capital) and the cost of the staff work in support of the acquisition (RIGHT OF WAY Support). 11. The IMPLEMENTING AGENCY for a PROJECT COMPONENT will provide a Quality Management Plan (QMP) for the WORK in that component. The Quality Management Plan describes the IMPLEMENTING AGENCY’s quality policy and how it will be used. The Quality Management Plan will include a process for resolving disputes between the PARTIES at the team level. The Quality Management Plan is subject to CALTRANS review and approval. 40 Agreement 08-1657 Project No. 0800000016 EA 0A440 08-RIV-15-18.3/21.0 4 12. Any PARTY responsible for completing WORK will make its personnel and consultants that prepare WORK available to help resolve WORK-related problems and changes for the entire duration of the PROJECT including PROJECT work that may occur under separate agreements. Funding 13. Funding sources, PARTIES committing funds, funding amounts, and invoicing/payment details are documented in the Funding Summary section of this AGREEMENT. PARTIES will amend this AGREEMENT by updating and replacing the Funding Summary, in its entirety, each time the funding details change. Funding Summary replacements will be executed by a legally authorized representative of the respective PARTIES. The most current fully executed Funding Summary supersedes any previous Funding Summary created for this AGREEMENT. 14. PARTIES will not be reimbursed for costs beyond the funds obligated in this AGREEMENT. If an IMPLEMENTING AGENCY anticipates that funding for the WORK will be insufficient to complete the WORK, the IMPLEMENTING AGENCY will promptly notify the SPONSOR. 15. Unless otherwise documented in the Funding Summary, overall liability for project costs within a PROJECT COMPONENT will be in proportion to the amount contributed to that PROJECT COMPONENT by each fund type. 16. Unless otherwise documented in the Funding Summary, any savings recognized within a PROJECT COMPONENT will be credited or reimbursed, when allowed by policy or law, in proportion to the amount contributed to that PROJECT COMPONENT by each fund type. 17. WORK costs, except those that are specifically excluded in this AGREEMENT, are to be paid from the funds obligated in the Funding Summary. Costs that are specifically excluded from the funds obligated in this AGREEMENT are to be paid by the PARTY incurring the costs from funds that are independent of this AGREEMENT. 41 Agreement 08-1657 Project No. 0800000016 EA 0A440 08-RIV-15-18.3/21.0 5 CALTRANS’ Quality Management 18. CALTRANS, as the owner/operator of the State Highway System, will perform quality management work including independent quality assurance (IQA) and owner/operator approvals for the portions of WORK within the existing and proposed State Highway System right-of-way. 19. CALTRANS’ independent quality assurance (IQA) efforts are to ensure that RCTC's quality assurance results in WORK that is in accordance with the applicable standards and the PROJECT’s quality management plan (QMP). An IQA does not include any efforts necessary to develop or deliver WORK or any validation by verifying or rechecking WORK. When CALTRANS performs IQA it does so for its own benefit. No one can assign liability to CALTRANS due to its IQA. 20. CALTRANS, as the owner/operator of the State Highway System, will approve WORK products in accordance with CALTRANS policies and guidance and as indicated in this AGREEMENT. 21. RCTC will provide WORK-related products and supporting documentation upon CALTRANS’ request for the purpose of CALTRANS’ quality management work. CEQA/NEPA Lead Agency 22. CALTRANS is the CEQA Lead Agency for the PROJECT. 23. CALTRANS is the NEPA Lead Agency for the PROJECT. Environmental Permits, Approvals and Agreements 24. PARTIES will comply with the commitments and conditions set forth in the environmental documentation, environmental permits, approvals, and applicable agreements as those commitments and conditions apply to each PARTIES responsibilities in this AGREEMENT. 25. Unless otherwise assigned in this AGREEMENT, the IMPLEMENTING AGENCY for a PROJECT COMPONENT is responsible for all PROJECT COMPONENT WORK associated with coordinating, obtaining, implementing, renewing, and amending the PROJECT permits, agreements, and approvals whether they are identified in the planned project scope of work or become necessary in the course of completing the PROJECT. 42 Agreement 08-1657 Project No. 0800000016 EA 0A440 08-RIV-15-18.3/21.0 6 26. The PROJECT requires the following environmental permits/approvals: ENVIRONMENTAL PERMITS/REQUIREMENTS National Pollutant Discharge Elimination System (NPDES), State Water Resources Control Board 401, Regional Water Quality Control Board Plans, Specifications, and Estimate (PS&E) 27. As the PS&E IMPLEMENTING AGENCY, RCTC is responsible for all PS&E WORK except those activities and responsibilities that are assigned to another PARTY and those activities that are excluded under this AGREEMENT. 28. CALTRANS will be responsible for completing the following PS&E activities: CALTRANS Work Breakdown Structure Identifier (If Applicable) AGREEMENT Funded Cost 100.15.10.xx Quality Management No 255.15 Environmental Re-evaluation No 29. RCTC will prepare Utility Conflict Maps identifying the accommodation, protection, relocation, or removal of any existing utility facilities that conflict with construction of the PROJECT or that violate CALTRANS’ encroachment policy. RCTC will provide CALTRANS a copy of Utility Conflict Maps for CALTRANS' concurrence prior to issuing the Notices to Owner and executing the Utility Agreement. All utility conflicts will be addressed in the PROJECT plans, specifications, and estimate. 30. RCTC will determine the cost to positively identify and locate, accommodate, protect, relocate, or remove any utility facilities whether inside or outside the State Highway System right-of- way in accordance with federal and California laws and regulations, and CALTRANS’ policies, procedures, standards, practices, and applicable agreements including but not limited to Freeway Master Contracts. 31. At the submittal of all PS&E packages, plans will be submitted in Micro Station DGN format, version 7.0 or later. DGN file will be in addition to the number of hardcopies required for each PS&E package review. 43 Agreement 08-1657 Project No. 0800000016 EA 0A440 08-RIV-15-18.3/21.0 7 RIGHT-OF-WAY 32. As the RIGHT-OF-WAY IMPLEMENTING AGENCY, RCTC is responsible for all RIGHT- OF-WAY WORK except those activities and responsibilities that are assigned to another PARTY and those activities that are excluded under this AGREEMENT. 33. CALTRANS will be responsible for completing the following RIGHT-OF-WAY activities: CALTRANS Work Breakdown Structure Identifier (If Applicable) AGREEMENT Funded Cost 100.25.10.xx Quality Management No 34. The selection of personnel performing RIGHT-OF-WAY WORK will be in accordance with federal and California laws and regulations, and CALTRANS’ policies, procedures, standards, practices, and applicable agreements. 35. RCTC will make all necessary arrangements with utility owners for the timely accommodation, protection, relocation, or removal of any existing utility facilities that conflict with construction of the PROJECT or that violate CALTRANS’ encroachment policy. 36. RCTC will provide CALTRANS a copy of conflict maps, relocation plans, proposed notices to owner, reports of investigation, and utility agreements (if applicable) for CALTRANS' concurrence prior to issuing the notices to owner and executing the utility agreement. All utility conflicts will be fully addressed prior to Right-of-Way Certification and all arrangements for the protection, relocation, or removal of all conflicting facilities will be completed prior to construction contract award and included in the PROJECT plans, specifications, and estimate. 37. RCTC will provide a land surveyor licensed in the State of California to be responsible for surveying and right-of-way engineering. All survey and right-of-way engineering documents will bear the professional seal, certificate number, registration classification, expiration date of certificate, and signature of the responsible surveyor. 38. Acquisition of right-of-way will not occur prior to the approval of the environmental document without written approval from the CEQA Lead Agency. 44 Agreement 08-1657 Project No. 0800000016 EA 0A440 08-RIV-15-18.3/21.0 8 39. RCTC certifies that it is authorized to hear and, if appropriate, adopt Resolutions of Necessity for PROJECT. RCTC agrees to be responsible for hearing and adopting Resolutions of Necessity for PROJECT. RCTC will conduct and document the functional equivalent of Condemnation Evaluation and Condemnation Panel Review meetings as required in accordance with CALTRANS policy and guidance. CALTRANS will be notified in advance of any Condemnation Panel Review meetings. 40. If RCTC acquires any right-of-way to be incorporated into the State Highway System, RCTC will first acquire in its own name. If CALTRANS acquires any right-of-way, CALTRANS will first acquire in RCTC's name. Title to the State Highway System right-of-way will ultimately be vested in the State. CALTRANS’ acceptance of title will occur after the Right of Way Closeout activities are complete. 41. RCTC will utilize a public agency currently qualified by CALTRANS or a properly licensed consultant for all right-of-way activities. A qualified right-of-way agent will administer all right-of-way consultant contracts. RCTC will submit a draft Right-of-Way Certification to CALTRANS six weeks prior to the scheduled Right-of-Way Certification milestone date for review. RCTC will submit a final Right-of-Way Certification to CALTRANS for approval prior to the advertising the construction contract. 42. Physical and legal possession of the right-of-way must be completed prior to advertising the construction contract, unless PARTIES mutually agree to other arrangements in writing. 43. CALTRANS’ acceptance of right-of-way title is subject to review of an Updated Preliminary Title Report provided by RCTC verifying that the title is free of all encumbrances and liens, except as to those items which CALTRANS agrees are not in conflict with CALTRANS use for highway purposes. Upon acceptance, RCTC will provide CALTRANS with a Policy of Title Insurance in CALTRANS’ name. 44. Right-of-way conveyances must be completed prior to WORK completion unless PARTIES mutually agree to other arrangements in writing. 45 Agreement 08-1657 Project No. 0800000016 EA 0A440 08-RIV-15-18.3/21.0 9 Schedule 45. PARTIES will manage the WORK schedule to ensure the timely use of obligated funds and to ensure compliance with any environmental permits, right-of-way agreements, construction contracts, and any other commitments. PARTIES will communicate schedule risks or changes as soon as they are identified and will actively manage and mitigate schedule risks. 46. The IMPLEMENTING AGENCY for each PROJECT COMPONENT will furnish PARTIES with a final report of the WORK completed. Additional Provisions Standards 47. PARTIES will perform all WORK in accordance with applicable federal and California laws, regulations, and standards; applicable FHWA standards; and applicable CALTRANS standards. CALTRANS standards include, but are not limited to, the guidance provided in the:  CALTRANS policies and directives  Project Development Procedures Manual (PDPM)  Workplan Standards Guide  Standard Environmental Reference  Highway Design Manual  Right of Way Manual Noncompliant Work 48. CALTRANS retains the right to reject noncompliant WORK. RCTC agrees to suspend WORK upon request by CALTRANS for the purpose of protecting public safety, preserving property rights, and ensuring that all WORK is in the best interest of the State Highway System. Qualifications 49. Each PARTY will ensure that personnel participating in WORK are appropriately qualified or licensed to perform the tasks assigned to them. 46 Agreement 08-1657 Project No. 0800000016 EA 0A440 08-RIV-15-18.3/21.0 10 Consultant Selection 50. RCTC will invite CALTRANS to participate in the selection of any consultants that participate in the WORK. CALTRANS recognizes that, prior to the date of this AGREEMENT, RCTC has procured certain on-call consultant contracts for the following services: environmental, right of way engineering, appraisal, appraisal review, acquisition and relocation services. Notwithstanding the foregoing, RCTC shall be entitled to utilize these existing on-call contracts for performance of the WORK. Encroachment Permits 51. CALTRANS will issue, upon proper application, the encroachment permits required for WORK within State Highway System right-of-way. Contractors and/or agents, and utility owners will not work within the State Highway System right-of-way without an encroachment permit issued in their name. CALTRANS will provide encroachment permits to PARTIES, their contractors, consultants and agents at no cost. If the encroachment permit and this AGREEMENT conflict, the requirements of this AGREEMENT will prevail. 52. The IMPLEMENTING AGENCY for a PROJECT COMPONENT will coordinate, prepare, obtain, implement, renew, and amend any encroachment permits needed to complete the WORK. Protected Resources 53. If any PARTY discovers unanticipated cultural, archaeological, paleontological, or other protected resources during WORK, all WORK in that area will stop and that PARTY will notify all PARTIES within 24 hours of discovery. WORK may only resume after a qualified professional has evaluated the nature and significance of the discovery and CALTRANS approves a plan for its removal or protection. Disclosures 54. PARTIES will hold all administrative drafts and administrative final reports, studies, materials, and documentation relied upon, produced, created, or utilized for the WORK in confidence to the extent permitted by law and where applicable, the provisions of California Government Code section 6254.5(e) will protect the confidentiality of such documents in the event that said documents are shared between PARTIES. PARTIES will not distribute, release, or share said documents with anyone other than employees, agents, and consultants who require access to complete the WORK without the written consent of the PARTY authorized to release them, unless required or authorized to do so by law. 47 Agreement 08-1657 Project No. 0800000016 EA 0A440 08-RIV-15-18.3/21.0 11 55. If a PARTY receives a public records request pertaining to the WORK, that PARTY will notify PARTIES within five (5) working days of receipt and make PARTIES aware of any disclosed public documents. PARTIES will consult with each other prior to the release of any public documents related to the WORK. Hazardous Materials 56. HM-1 is hazardous material (including, but not limited to, hazardous waste) that may require removal and disposal pursuant to federal or state law, irrespective of whether it is disturbed by the PROJECT or not. HM-2 is hazardous material (including, but not limited to, hazardous waste) that may require removal and disposal pursuant to federal or state law only if disturbed by the PROJECT. The management activities related to HM-1 and HM-2, including and without limitation, any necessary manifest requirements and disposal facility designations are referred to herein as HM-1 MANAGEMENT and HM-2 MANAGEMENT respectively. 57. If HM-1 or HM-2 is found the discovering PARTY will immediately notify all other PARTIES. 58. CALTRANS, independent of the PROJECT, is responsible for any HM-1 found within the existing State Highway System right-of-way. CALTRANS will undertake, or cause to be undertaken, HM-1 MANAGEMENT with minimum impact to the PROJECT schedule. CALTRANS will pay, or cause to be paid, the cost of HM-1 MANAGEMENT for HM-1 found within the existing State Highway System right-of-way with funds that are independent of the funds obligated in this AGREEMENT. 59. If HM-1 is found within the PROJECT limits and outside the existing State Highway System right-of-way, responsibility for such HM-1 rests with the owner(s) of the parcel(s) on which the HM-1 is found. RCTC, in concert with the local agency having land use jurisdiction, will ensure that HM-1 MANAGEMENT is undertaken with minimum impact to Project schedule. The cost of HM-1 MANAGEMENT for HM-1 found within the PROJECT limits and outside the existing State Highway System right-of-way will be paid from funds that are independent of the funds obligated in this AGREEMENT and will be the responsibility of the owner(s) of the parcel(s) where the HM-1 is located. 60. The CONSTRUCTION IMPLEMENTING AGENCY is responsible for HM-2 MANAGEMENT within the PROJECT limits. 48 Agreement 08-1657 Project No. 0800000016 EA 0A440 08-RIV-15-18.3/21.0 12 61. CALTRANS’ acquisition or acceptance of title to any property on which any HM-1 or HM-2 is found will proceed in accordance with CALTRANS’ policy on such acquisition. Claims 62. Any PARTY that is responsible for completing WORK may accept, reject, compromise, settle, or litigate claims arising from the WORK without concurrence from the other PARTY. 63. PARTIES will confer on any claim that may affect the WORK or PARTIES’ liability or responsibility under this AGREEMENT in order to retain resolution possibilities for potential future claims. No PARTY will prejudice the rights of another PARTY until after PARTIES confer on the claim. 64. If the WORK expends state or federal funds, each PARTY will comply with the federal Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards of 2 CFR, Part 200. PARTIES will ensure that any for-profit consultant hired to participate in the WORK will comply with the requirements in 48 CFR, Chapter 1, Part 31. When state or federal funds are expended on the WORK these principles and requirements apply to all funding types included in this AGREEMENT. Accounting and Audits 65. PARTIES will maintain, and will ensure that any consultant hired by PARTIES to participate in WORK will maintain, a financial management system that conforms to Generally Accepted Accounting Principles (GAAP), and that can properly accumulate and segregate incurred PROJECT costs and billings. 66. PARTIES will maintain and make available to each other all WORK-related documents, including financial data, during the term of this AGREEMENT. PARTIES will retain all WORK-related records for three (3) years after the final voucher. PARTIES will require that any consultants hired to participate in the WORK will comply with this Article. 49 Agreement 08-1657 Project No. 0800000016 EA 0A440 08-RIV-15-18.3/21.0 13 67. PARTIES have the right to audit each other in accordance with generally accepted governmental audit standards. CALTRANS, the state auditor, FHWA (if the PROJECT utilizes federal funds), and RCTC will have access to all WORK -related records of each PARTY, and any consultant hired by a PARTY to participate in WORK, for audit, examination, excerpt, or transcription. The examination of any records will take place in the offices and locations where said records are generated and/or stored and will be accomplished during reasonable hours of operation. The auditing PARTY will be permitted to make copies of any WORK-related records needed for the audit. The audited PARTY will review the draft audit, findings, and recommendations, and provide written comments within thirty (30) calendar days of receipt. Upon completion of the final audit, PARTIES have forty-five (45) calendar days to refund or invoice as necessary in order to satisfy the obligation of the audit. Any audit dispute not resolved by PARTIES is subject to mediation. Mediation will follow the process described in the General Conditions section of this AGREEMENT. 68. If the WORK expends state or federal funds, each PARTY will undergo an annual audit in accordance with the Single Audit Act in the federal Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards as defined in 2 CFR, Part 200. 69. When a PARTY reimburses a consultant for WORK with state or federal funds, the procurement of the consultant and the consultant overhead costs will be in accordance with Chapter 10 of the Local Assistance Procedures Manual. Interruption of Work 70. If WORK stops for any reason, each PARTY will continue to implement the obligations of this AGREEMENT, including the commitments and conditions included in the environmental documentation, permits, agreements, or approvals that are in effect at the time that WORK stops, and will keep the PROJECT in environmental compliance until WORK resumes. Penalties, Judgements and Settlements 71. The cost of awards, judgments, or settlements generated by the WORK are to be paid from the funds obligated in this AGREEMENT. 72. The cost of legal challenges to the environmental process or documentation may be paid from the funds obligated in this AGREEMENT. 50 Agreement 08-1657 Project No. 0800000016 EA 0A440 08-RIV-15-18.3/21.0 14 73. Any PARTY whose action or lack of action causes the levy of fines, interest, or penalties will indemnify and hold all other PARTIES harmless per the terms of this AGREEMENT. Environmental Compliance 74. If during performance of WORK additional activities or environmental documentation is necessary to keep the PROJECT in environmental compliance, PARTIES will amend this AGREEMENT to include completion of those additional tasks. GENERAL CONDITIONS Venue 75. PARTIES understand that this AGREEMENT is in accordance with and governed by the Constitution and laws of the State of California. This AGREEMENT will be enforceable in the State of California. Any PARTY initiating legal action arising from this AGREEMENT will file and maintain that legal action in the Superior Court of the county in which the CALTRANS district office that is signatory to this AGREEMENT resides, or in the Superior Court of the county in which the PROJECT is physically located. Exemptions 76. All CALTRANS’ obligations under this AGREEMENT are subject to the appropriation of resources by the Legislature, the State Budget Act authority, and the allocation of funds by the California Transportation Commission. Indemnification 77. Neither CALTRANS nor any of its officers and employees, are responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by RCTC, its contractors, sub-contractors, and/or its agents under or in connection with any work, authority, or jurisdiction conferred upon RCTC under this AGREEMENT. It is understood and agreed that RCTC, to the extent permitted by law, will defend, indemnify, and save harmless CALTRANS and all of its officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, but not limited to, tortious, contractual, inverse condemnation, or other theories and assertions of liability occurring by reason of anything done or omitted to be done by RCTC, its contractors, sub-contractors, and/or its agents under this AGREEMENT. 51 Agreement 08-1657 Project No. 0800000016 EA 0A440 08-RIV-15-18.3/21.0 15 78. Neither RCTC nor any of its officers and employees, are responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by CALTRANS, its contractors, sub-contractors, and/or its agents under or in connection with any work, authority, or jurisdiction conferred upon CALTRANS under this AGREEMENT. It is understood and agreed that CALTRANS, to the extent permitted by law, will defend, indemnify, and save harmless RCTC and all of its officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, but not limited to, tortious, contractual, inverse condemnation, or other theories and assertions of liability occurring by reason of anything done or omitted to be done by CALTRANS, its contractors, sub-contractors, and/or its agents under this AGREEMENT. Non-parties 79. PARTIES do not intend this AGREEMENT to create a third party beneficiary or define duties, obligations, or rights in PARTIES not signatory to this AGREEMENT. PARTIES do not intend this AGREEMENT to affect their legal liability by imposing any standard of care for fulfilling the WORK different from the standards imposed by law. 80. PARTIES will not assign or attempt to assign obligations to PARTIES not signatory to this AGREEMENT without an amendment to this AGREEMENT. Ambiguity and Performance 81. RCTC will not interpret any ambiguity contained in this AGREEMENT against CALTRANS. RCTC waives the provisions of California Civil Code section 1654. A waiver of a PARTY’s performance under this AGREEMENT will not constitute a continuous waiver of any other provision. 82. A delay or omission to exercise a right or power due to a default does not negate the use of that right or power in the future when deemed necessary. Defaults 83. If any PARTY defaults in its performance of the WORK, a non-defaulting PARTY will request in writing that the default be remedied within thirty (30) calendar days. If the defaulting PARTY fails to do so, the non-defaulting PARTY may initiate dispute resolution. 52 Agreement 08-1657 Project No. 0800000016 EA 0A440 08-RIV-15-18.3/21.0 16 Dispute Resolution 84. PARTIES will first attempt to resolve AGREEMENT disputes at the PROJECT team level as described in the Quality Management Plan. If they cannot resolve the dispute themselves, the CALTRANS district director and the executive officer of RCTC will attempt to negotiate a resolution. If PARTIES do not reach a resolution, PARTIES’ legal counsel will initiate mediation. PARTIES agree to participate in mediation in good faith and will share equally in its costs. Neither the dispute nor the mediation process relieves PARTIES from full and timely performance of the WORK in accordance with the terms of this AGREEMENT. However, if any PARTY stops fulfilling its obligations, any other PARTY may seek equitable relief to ensure that the WORK continues. Except for equitable relief, no PARTY may file a civil complaint until after mediation, or forty-five (45) calendar days after filing the written mediation request, whichever occurs first. 85. PARTIES maintain the ability to pursue alternative or additional dispute remedies if a previously selected remedy does not achieve resolution. Prevailing Wage 86. When WORK falls within the Labor Code § 1720(a)(1) definition of "public works" in that it is construction, alteration, demolition, installation, or repair; or maintenance work under Labor Code § 1771, PARTIES will conform to the provisions of Labor Code §§ 1720-1815, and all applicable provisions of California Code of Regulations found in Title 8, Division 1, Chapter 8, Subchapter 3, Articles 1-7. PARTIES will include prevailing wage requirements in contracts for public work and require contractors to include the same prevailing wage requirements in all subcontracts. Work performed by a PARTY’s own employees is exempt from the Labor Code's Prevailing Wage requirements. If WORK is paid for, in whole or part, with federal funds and is of the type of work subject to federal prevailing wage requirements, PARTIES will conform to the provisions of the Davis- Bacon and Related Acts, 40 U.S.C. §§ 3141-3148. When applicable, PARTIES will include federal prevailing wage requirements in contracts for public works. WORK performed by a PARTY’s employees is exempt from federal prevailing wage requirements. 53 Agreement 08-1657 Project No. 0800000016 EA 0A440 08-RIV-15-18.3/21.0 17 DEFINITIONS PARTY – Any individual signatory party to this AGREEMENT. PARTIES – The term that collectively references all of the signatory agencies to this AGREEMENT. WORK BREAKDOWN STRUCTURE (WBS) – A WBS is a standardized hierarchical listing of project work activities/products in increasing levels of detail. The CALTRANS WBS defines each PROJECT COMPONENT as a group of work activities/products. The CALTRANS Work Breakdown Structure is defined in the CALTRANS Workplan Standards Guide. 54 Agreement 08-1657 Project No. 0800000016 EA 0A440 08-RIV-15-18.3/21.0 18 SIGNATURES PARTIES are empowered by California Streets and Highways Code to enter into this AGREEMENT and have delegated to the undersigned the authority to execute this AGREEMENT on behalf of the respective agencies and covenants to have followed all the necessary legal requirements to validly execute this AGREEMENT. Signatories may execute this AGREEMENT through individual signature pages provided that each signature is an original. This AGREEMENT is not fully executed until all original signatures are attached. STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION John Bulinski District Director VERIFICATION OF FUNDS AND AUTHORITY: Mary Risaliti District Budget Manager RIVERSIDE COUNTY TRANSPORTATION COMMISSION Not for signatures at this time Anne Mayer Executive Director Attest: Name Tbd Title TBD Approved as to form and procedure: Best, Best and Krieger Legal Counsel 55 AGREEMENT 08 - 1657 Project No. 0800000016 EA 0A440 08-RIV-15-18.3/21.0 Project Development Agreement 2017-02-17 (Created July 7, 2017) 1 of 2 FUNDING SUMMARY NO. 01 FUNDING TABLE v. 12 IMPLEMENTING AGENCY RCTC/CITY RCTC/CITY* Source Party Fund Type PS&E R/W SUPPORT R/W CAPITAL Totals LOCAL RCTC Local 3,952,300 787,500 2,762,500 7,502,300 LOCAL Lake Elsinore Federal IMD Funds 237,500* 237,500 Totals 3,952,300 787,500 3,237,500 7,739,800 * City of Lake Elsinore $237,500 in federal Interstate Maintenance Descretionary funds for right of way phase. SPENDING SUMMARY v 221 PS&E R/W Support R/W CAPITAL Fund Type CALTRANS RCTC CALTRANS RCTC RCTC Totals Local 0 3,952,300 0 787,500 3,237,500 7,739,800 Totals 0 3,952,300 0 787,500 3,237,500* 7,739,800 * Includes City of Lake Elsinore $237,500 in federal Interstate Maintenance Descretionary funds for right of way phase. 56 FUNDING SUMMARY No. 01 AGREEMENT 08 - 1657 Project No. 0800000016 2 of 2 Funding 1. If there are insufficient funds available in this AGREEMENT to place the PROJECT right- of-way in a safe and operable condition, the appropriate IMPLEMENTING AGENCY will fund these activities until such time as PARTIES amend this AGREEMENT. That IMPLEMENTING AGENCY may request reimbursement for these costs during the amendment process. ICRP Rate 2. The cost of any engineering support performed by CALTRANS includes all direct and applicable indirect costs. CALTRANS calculates indirect costs based solely on the type of funds used to pay support costs. State and federal funds administered by CALTRANS are subject to the current Program Functional Rate. All other funds are subject to the current Program Functional Rate and the current Administration Rate. The Program Functional Rate and Administration Rate are adjusted periodically. Invoicing and Payment 3. PARTIES will invoice for funds where the SPENDING SUMMARY shows that one PARTY provides funds for use by another PARTY. PARTIES will pay invoices within forty-five (45) calendar days of receipt of invoice when not paying with Electronic Funds Transfer (EFT). When paying with EFT, RCTC will pay invoices within five (5) calendar days of receipt of invoice. 4. If RCTC has received EFT certification from CALTRANS then RCTC will use the EFT mechanism and follow all EFT procedures to pay all invoices issued from CALTRANS. Plans, Specifications, and Estimate (PS&E) 5. No invoicing or reimbursement will occur for the PS&E PROJECT COMPONENT. RIGHT-OF-WAY Support 6. No invoicing or reimbursement will occur for the R/W SUPPORT PROJECT COMPONENT.RIGHT-OF-WAY Capital 7. No invoicing or reimbursement will occur for the R/W CAPITAL PROJECT COMPONENT. 57 17336.01200\29911995.2 1 Agreement No. 10-72-016-06 AMENDMENT NO. 6 TO AGREEMENT FOR TUMF REGIONAL ARTERIAL IMPROVEMENTS WITH THE CITY OF LAKE ELSINORE RAILROAD CANYON ROAD @ I-15 IMPROVEMENTS COOPERATIVE AGREEMENT FOR MANAGEMENT AND FUNDING OF PLANS, SPECIFICATIONS & ESTIMATES (PS&E) AND RIGHT OF WAY PHASE 1.Parties and Date. 1.1 This Amendment No. 6 is executed and entered into this day of , 2017, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (“RCTC”) and the CITY OF LAKE ELSINORE (“City”). RCTC and City are sometimes collectively referred to herein as the “Parties”. 2.Recitals. 2.1 The Commission and the City have entered into an agreement entitled "Agreement for the Funding of TUMF Regional Arterial Improvements with the City of Lake Elsinore" dated February 4, 2010 (the "Master Agreement"). The Master Agreement provides the terms and conditions, scope of work, schedule and funding amount for the Project Approval and Environmental Document ("PA&ED") Phase related to the Railroad Canyon Road at the I-15 Improvements Project (hereinafter the "Project"). The Project is more specifically described in Exhibit "B" of the Master Agreement. 2.2 The Commission and the City have entered into an Amendment No. 1 to the Master Agreement, dated June 6, 2011, (“Amendment No. 1”) for the purpose of increasing the Funding Amount and assuming the City's existing professional services agreement with SC Engineering for the PA&ED services for the Project. 2.2 The Commission and the City have entered into an Amendment No. 2 to the Master Agreement, dated December 19, 2013, (“Amendment No. 2”) for the purpose of increasing the Funding Amount. 2.3 The Commission and the City have entered into an Amendment No. 3 to the Master Agreement, dated July 15, 2014, (“Amendment No. 3”) for the purpose of providing additional TUMF funding for the completion of the PA&ED Phase of the Project. ATTACHMENT 5 58 17336.01200\29911995.2 2 2.4 The Commission and the City have entered into an Amendment No. 4 to the Master Agreement, dated April 12, 2016 (“Amendment No. 4”) for the purpose of providing additional TUMF funding for design and right of way related services for the Project. 2.5 The Commission and the City have entered into an Amendment No. 5 to the Master Agreement, dated May 8, 2016 (“Amendment No. 5”) for the purpose of providing additional TUMF funding for the completion of the PA&ED Phase of the Project. 2.6 The Parties now desire, pursuant to this Amendment No. 6, to set forth the terms and conditions related to the funding and completion of the Project Plans Specifications & Estimate and Right of Way (“PS&E and R/W”) phases of work. 2.7 The Parties agree that RCTC shall, at the City’s request, continue management activities for Project consultants, and shall award consultant contracts as required for the Work (as defined below) contemplated under this Amendment No. 6. City shall provide independent quality assurance (“IQA”) for the Work. 2.9 RCTC intends by this Amendment No. 6 to allocate TUMF Regional Funds to the City, for distribution to RCTC, as the agency awarding and administrating consultant contracts for the Work, subject to the conditions provided herein, and to participate in the joint development of the Project, as defined herein. 3.0 The Parties intend, under this Amendment No. 6, to amend and replace, in their entirety, the standard terms and conditions contained under the Master Agreement, as amended, for the purposes of the PS&E and R/W phase, with the terms and conditions set forth in this Amendment No. 6. The Work to be completed under this Amendment No. 6 shall be governed, in its entirety, by the terms set forth herein. 3.0 The Parties acknowledge that the City will enter into a Transportation Uniform Mitigation Fee Program Agreement to Reimburse TUMF Funds Railroad Canyon Road/I-15 Interchange with WRCOG (“WRCOG TUMF Agreement”) setting forth the terms and conditions related to distribution of TUMF Program Funds by WRCOG in the amount of $1,922,179 (“TUMF Zone Funds”). The WRCOG TUMF Agreement is incorporated herein by reference. 3. Terms. The terms and conditions contained under the Master Agreement, as amended, shall not apply to this Amendment No. 6. This Amendment No. 6 shall be governed, in its entirety, by the terms and conditions set forth herein. As used herein, the term “Agreement” shall mean and refer to this Amendment No. 6. 3.1 Description of Work. This Agreement is intended to allocate TUMF Regional Funds to the City, which shall be distributed to RCTC, as the administering agency, for th e Railroad Canyon Rd. @ I-15 Improvement Project PS&E and R/W phases of work (“the Work”). The Work, including a timetable and a detailed scope of work, is more fully described in Exhibit “A” attached hereto and, pursuant to Section 3.15 below, is subject to modification as requested by the City and approved by RCTC. The Work shall be consistent with the following defined RCTC Call for Projects phases detailed as follows: 59 17336.01200\29911995.2 3 1) PS&E – Plans, Specifications and Estimates 2) R/W – Right of Way Acquisition and Utility Relocation The Project is more fully described in Exhibit “B” attached hereto. It is understood and agreed that the TUMF Regional Funds shall be expended only as set forth in this Agreement and only for the Work. 3.2 RCTC Funding Amount. RCTC hereby allocates to the City, on the terms and conditions set forth herein, a sum not to exceed Five Million, Five Hundred Eighty Thousand, One Hundred Twenty One Dollars ($5,801,121), to be used exclusively for eligible Work expenses as described herein (“Funding Amount”). The City hereby directs RCTC to utilize the Funding Amount and to distribute said funds to RCTC to pay for or reimburse RCTC for costs incurred in procuring, awarding, administering and managing the consultant contracts for the Work. The City acknowledges and agrees that the Funding Amount may be less than the actual cost of the Work, and that RCTC shall not contribute TUMF Regional Funds in excess of the maximum TUMF share for the phase/project identified in Appendix F of the TUMF Nexus Study. The Parties acknowledge that the total funding under the Master Agreement, including the Funding Amount set forth under this Amendment No. 6, shall not exceed Eight Million, One Hundred Thirty Five Thousand, One Hundred Twenty One Dollars ($8,135,121). 3.2.1 Eligible Work Costs. The total Work costs (“Total Work Cost”) may include the following items, provided that such items are included in the scope of work attached as Exhibit “A”: (1) RCTC and/or consultant costs associated with direct Work coordination and support; (2) funds expended in preparation of preliminary engineering studies; (3) funds expended for preparation of environmental review documentation for the Work; (4) all costs associated with right-of-way acquisition, including right-of-way engineering, appraisal, acquisition, legal costs for condemnation procedures if authorized by the City, and costs of reviewing appraisals and offers for property acquisition; (5) costs reasonably incurred if condemnation proceeds; (6) costs incurred in the preparation of plans, specifications, and estimates by consultants managed by RCTC; (7) RCTC costs associated with bidding, advertising and awarding of the Work contracts; (8) construction costs, including change orders to construction contract approved by the City; and (9) construction management, field inspection and material testing costs. 3.2.1.1 Right-of-Way Acquisition. The Parties acknowledge that in order to protect the City’s ability to deliver the Project in a timely cost effective manner, the City may require purchase of parcels of property in advance of the completion of the Project’s final design (PS&E). The Parties acknowledge that acquired parcels or remnants purchased in advance of final design may not ultimately be required for the Project. Upon completion of the Project’s final design, the Parties shall jointly develop a detailed list of all parcels purchased for the Project using TUMF Regional Funds pursuant to this Agreement. Any parcels or remnants thereof which were acquired using TUMF Regional Funds and not required for construction of the Project shall be identified. A preliminary list shall be agreed upon 30 days before the issuance of bid documents for construction of the Project and a final list shall be submitted to the RCTC no later than 30 days following the recording of the Certificated of Completion for the Project. 60 17336.01200\29911995.2 4 3.2.1.2 Valuation and Repayment of Any Property Remnants. RCTC and City shall identify any parcel or reasonably usable remnant of a parcel for which TUMF Regional Funds were expended that may reasonably be developed for other use by the City and/or sold. The Parties shall confer in good faith to agree upon the disposition of such parcels and remnant parcels and their fair market value as of a date agreed to by the parties, but in no event later than the date of completion of the Project. “Fair Market Value” shall have the definition set forth in Code of Civil Procedure Section 1263.320 and “remnant” shall have the definition set forth in Code of Civil Procedure Section 1240.410. Nothing herein shall preclude the City and RCTC from beginning the meetings earlier in the event both parties agree that the parcel or remnant will not be used for the Project. 3.2.1.3 Reimbursement for Unused Parcels. Following recordation of the Certificate of Completion for the Project, the City shall be responsible for promptly reimbursing RCTC for any TUMF Regional Funds which were used to acquire parcels which are completely unused in the Project. If City funds other than TUMF were used to purchase the Parcel, those local funds shall be considered in determining the reimbursement amount. 3.2.1.4 Appeal to Commission. In the event of a disagreement between the Parties regarding the reimbursement of TUMF Regional Funds under this section 3.2.1, either party may appeal, in writing, to the RCTC Board. The RCTC Board’s determination regarding excess right-of-way and value pursuant to this section shall be final. 3.2.2 Ineligible Work Costs. The Total Work Cost shall not include the following items which shall be borne solely by the City without reimbursement: (1) City administrative costs; (2) City costs attributed to the preparation of invoices, billings and payments; (3) any City fees attributed to the processing of the Work; and (4) expenses for items of work not included within the scope of work in Exhibit “A”. 3.2.3 Increases in Work Funding. The Funding Amount may, in RCTC’s sole discretion, be augmented with additional TUMF Regional Funds if the TUMF Nexus Study is amended to increase the maximum eligible TUMF share for the Work. Any such increase in the Funding Amount must be approved in writing by RCTC’s Executive Director. In no case shall the amount of TUMF Regional Funds allocated to the City exceed the then-current maximum eligible TUMF share for the Work. No such increased funding shall be expended to pay for any Work already completed. For purposes of this Agreement, the Work or any portion thereof shall be deemed complete upon its acceptance by RCTC’s Executive Director. 3.2.4 No Funding for Temporary Improvements. Only segments or components of the Work that are intended to form part of or be integrated into the Work may be funded by TUMF Regional Funds. No improvement which is temporary in nature, including but not limited to temporary roads, curbs, or drainage facilities, shall be funded with TUMF Regional Funds except as needed for staged construction of the Work. 3.2.5 WRCOG TUMF Agreement. RCTC shall bill WRCOG directly for its costs incurred in completing the Project, and eligible for funding under the WRCOG TUMF Agreement, in an amount not to exceed One Million, Nine Hundred Twenty Two Thousand, One Hundred Seventy 61 17336.01200\29911995.2 5 Nine Dollars ($1,922,179) as further detailed in Exhibit “A”. The City shall assist RCTC, as needed, in obtaining reimbursement from WRCOG for such costs. 3.3 City’s Funding Obligation to Complete the Work. In the event that the TUMF Regional Funds allocated to the Work represent less than the total cost of the Work, the City shall provide such additional funds as may be required to complete the Work as described in Exhibit “A”. If City does not agree to provide such funds to RCTC to pay for continued progress of the Work, RCTC shall be entitled to terminate this Agreement, and all obligations of RCTC hereunder to manage consultant contracts for the Work shall terminate, and RCTC shall terminate all such contracts, unless otherwise agreed upon by the Parties. 3.3.1 City’s Obligation to Repay TUMF Regional Funds to RCTC. In the event that: (i) the City, for any reason, determines not to proceed with or complete the Work; or (ii) the Work is not timely completed, subject to any extension of time granted by RCTC pursuant to Section 3.15 and for other than the fault of RCTC; the City agrees that any TUMF Regional Funds that were distributed to the City for the Work shall be repaid in full to RCTC. The Parties shall enter into good faith negotiations to establish a reasonable repayment schedule and repayment mechanism which may include, but is not limited to, withholding of Measure A Local Streets and Roads revenues. The City acknowledges and agrees that RCTC shall have the right to withhold any Measure A Local Streets and Roads revenues due the City, in an amount not to exceed the total of the funds distributed to the City, and/or initiate legal action to compel repayment, if the City fails to repay RCTC within a reasonable time period not to exceed 180 days from receipt of written notification from RCTC that repayment is required. 3.4 Work Responsibilities of RCTC. Pursuant to agreement of the Parties, RCTC shall administer and manage the following aspects of the Work, in compliance with state and federal law provided that such items are included in the Project scope of work attached as Exhibit “A” (i) consultant contracts for: development and approval of plans, specifications and engineer’s estimate (PS&E), environmental clearance, right of way acquisition, and obtaining all permits required by impacted agencies prior to commencement of the Work ; (ii) all aspects of bidding, awarding, and administration of the contracts for the Work; (iii) all construction management of any construction activities undertaken in connection with the Work, including survey and material testing; and (iv) in cooperation with City, development of a City approved budget for the Work prior to award of any contract for the Work, taking into consideration available funding, including TUMF Regional Funds. RCTC shall comply with any provisions of the WRCOG TUMF Agreement applicable to RCTC as the direct recipient of reimbursements under said agreement. 3.5 Term/Notice of Completion. The term of this Agreement shall be from the date first herein above written until: (i) the date the Parties mutually accept the Work as complete; (ii) termination of this Agreement pursuant to Section 3.9; or (iii) the City has fully satisfied its obligations under this Agreement, including full repayment of TUMF Regional Funds to RCTC as provided herein. All applicable indemnification provisions of this Agreement shall remain in effect following the termination of this Agreement. 3.6 Representatives of the Parties. RCTC’s Executive Director, or his or her designee, shall serve as RCTC’s representative and shall have the authority to act on behalf of RCTC for all purposes under this Agreement. The City hereby designates _____________________ [insert name 62 17336.01200\29911995.2 6 and title], or his or her designee, as the City’s representative to RCTC. The City’s representative shall have the authority to act on behalf of the City for all purposes under this Agreement and shall coordinate all activities of the Work under the City’s responsibility. The City shall work closely and cooperate fully with RCTC’s representative and any other agencies which may have jurisdiction over or an interest in the Work. 3.7 Expenditure of Funds Prior to Execution of Agreement. Nothing in this Agreement shall be construed to prevent or preclude RCTC from expending funds on the Work prior to the execution of the Agreement, or from being reimbursed for such expenditures. 3.8 Review of Services. The City shall be entitled to provide IQA and to inspect or review the progress of the Work at any reasonable time in order to determine whether the terms of this Agreement are being met, and whether the Work is being completed in accordance with the requirements of the contracts therefor. 3.9 Termination. This Agreement may be terminated for cause or convenience as further specified below. 3.9.1 Termination for Convenience. 3.9.1.1 Notice. Either RCTC or the City may, by written notice to the other party, terminate this Agreement, in whole or in part, for convenience by giving thirty (30) days' written notice to the other party of such termination and specifying the effective date thereof. 3.9.1.2 Effect of Termination for Convenience. In the event that the City terminates this Agreement for convenience, the City shall, within 180 days, repay to RCTC in full all TUMF Regional Funds provided to RCTC for the benefit of the City or the Project under this Agreement. In the event that RCTC terminates this Agreement for convenience, RCTC shall distribute to itself TUMF Regional Funds in an amount equal to the aggregate total of all unpaid invoices for costs which have been incurred for the Work at the time of the notice of termination. This Agreement shall terminate upon receipt by the non-terminating party of the amounts due it under this Section 3.9.1.2. 3.9.2 Termination for Cause. 3.9.2.1 Notice. Either RCTC or the City may, by written notice to the other party, terminate this Agreement, in whole or in part, in response to a material breach hereof by the other party, by giving written notice to the other party of such termination and specifying the effective date thereof. The written notice shall provide a 30 day period to cure any alleged breach. During the 30 day cure period, the Parties shall discuss, in good faith, the manner in which the breach can be cured. 3.9.2.2 Effect of Termination for Cause. In the event that the City terminates this Agreement in response to RCTC's uncured material breach hereof, RCTC shall, within 90 days, distribute to itself TUMF Regional Funds in an amount equal to the aggregate total of all unpaid invoices for costs which have been incurred for the benefit of the City regarding the Work or the Project at the time of the notice of termination. In the event that RCTC terminates this Agreement in response to the City's uncured material breach hereof, the City shall, within 180 days, 63 17336.01200\29911995.2 7 repay to RCTC in full all TUMF Regional Funds expended for the Work under this Agreement. This Agreement shall terminate upon receipt by the non-terminating party of the amounts due it under this Section 3.9.2.2. 3.9.3 Cumulative Remedies. The rights and remedies of the Parties provided in this Section are in addition to any other rights and remedies provided by law or under this Agreement. 3.10 Prevailing Wages. The Parties acknowledge that California Labor Code Sections 1770 et seq., which would require the payment of prevailing wages were the services or any portion thereof determined to be a public work, as defined therein, may apply to the Work. RCTC shall ensure compliance with these prevailing wage requirements by any person or entity hired to perform the Work. 3.11 Progress Reports. City may request RCTC to provide City with progress reports concerning the status of the Work. 3.12 Indemnification. 3.12.1 City Responsibilities. The City agrees to indemnify and hold harmless RCTC, its officers, agents, consultants, and employees from any and all claims, demands, costs or liability arising from or connected with all activities governed by this Agreement including all design and construction activities, due to negligent acts, errors or omissions or willful misconduct of the City or its subcontractors. The City will reimburse RCTC for any expenditures, including reasonable attorneys’ fees, incurred by RCTC, in defending against claims ultimately determined to be due to negligent acts, errors or omissions or willful misconduct of the City. 3.12.2 RCTC Responsibilities. RCTC agrees to indemnify and hold harmless the City, its officers, agents, consultants, and employees from any and all claims, demands, costs or liability arising from or connected with all activities governed by this Agreement including all design and construction activities, due to negligent acts, errors or omissions or willful misconduct of RCTC. RCTC shall require all consultants completing Work under this Agreement to indemnify the City to the same extent such consultants shall be required to indemnify RCTC. RCTC will reimburse the City for any expenditures, including reasonable attorneys’ fees, incurred by the City, in defending against claims ultimately determined to be due to negligent acts, errors or omissions or willful misconduct of RCTC. 3.12.3 Effect of Acceptance. The consultants retained to complete the Work shall be responsible for the professional quality, technical accuracy and the coordination of any services provided to complete the Work. 3.13 Insurance. RCTC shall require, at a minimum, all persons or entities hired to perform the Work to obtain, and require their subcontractors to obtain, insurance of the types and in the amounts described below and satisfactory to the City and RCTC. Such insurance shall be maintained throughout the term of this Agreement, or until completion of the Work, whichever occurs last. 3.13.1 Commercial General Liability Insurance. Occurrence version commercial general liability insurance or equivalent form with a combined single limit of not less than 64 17336.01200\29911995.2 8 $1,000,000.00 per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to the Work or be no less than two times the occurrence limit. Such insurance shall: 3.13.1.1 Name RCTC and City, and their respective officials, officers, employees, agents, and consultants as insured with respect to performance of the services on the Work and shall contain no special limitations on the scope of coverage or the protection afforded to these insured; 3.13.1.2 Be primary with respect to any insurance or self insurance programs covering RCTC and City, and/or their respective officials, officers, employees, agents, and consultants; and 3.13.1.3 Contain standard separation of insured provisions. 3.13.2 Business Automobile Liability Insurance. Business automobile liability insurance or equivalent form with a combined single limit of not less than $1,000,000.00 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. 3.13.3 Professional Liability Insurance. Errors and omissions liability insurance with a limit of not less than $1,000,000.00 Professional liability insurance shall only be required of design or engineering professionals. 3.13.4 Workers’ Compensation Insurance. Workers’ compensation insurance with statutory limits and employers’ liability insurance with limits of not less than $1,000,000.00 each accident. 3.14 Procedures for Distribution of TUMF Regional Funds to RCTC. 3.14.1 Disbursement of Funds to RCTC. RCTC shall require submission of invoices for the Work from all consultants completing Work pursuant to contracts administered and managed by RCTC hereunder. Invoices shall be in a standard form required by RCTC for similar projects. Upon request, RCTC shall provide such invoices to the City for review and comment. RCTC may utilize and disburse Funds to itself to pay RCTC approved consultant costs for the Work, or to reimburse itself for such costs paid by RCTC. In the event that City disputes the eligibility of an invoice for reimbursement, the Parties shall meet and confer in an attempt to resolve the dispute. If the meet and confer process is unsuccessful in resolving the dispute, the City may appeal RCTC’s decision as to the eligibility of one or more invoices to RCTC’s Executive Director. The City may appeal the decision of the Executive Director to the full RCTC Board, the decision of which shall be final. 3.15 Work Amendments. Changes to the characteristics of the Work, including the deadline for Work completion, and any responsibilities of the City or RCTC may be requested in writing by the City or RCTC and are subject to the approval of the applicable party’s Representative, which approval will not be unreasonably withheld,. Nothing in this Agreement shall be construed to require or allow completion of the Work without full compliance with the California Environmental Quality Act (Public Resources Code Section 21000 et seq.; “CEQA”) and the National 65 17336.01200\29911995.2 9 Environmental Policy Act of 1969 (42 USC 4231 et seq.; “NEPA”), but the necessity of compliance with CEQA and NEPA shall not justify, excuse, or permit a delay in completion of the Work. 3.16 Conflict of Interest. For the term of this Agreement, no member, officer or employee of the City or RCTC, during the term of his or her service with the City or RCTC, as the case may be, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.17 Limited Scope of Duties. RCTC’s and the City’s duties and obligations under this Agreement are limited to those described herein. RCTC has no obligation with respect to the safety of any Work performed at a job site. In addition, RCTC shall not be liable for any action of City or its contractors relating to the condemnation of property undertaken by City or construction related to the Work. 3.18 Books and Records. Each party shall maintain complete, accurate, and clearly identifiable records with respect to costs incurred for the Work under this Agreement. They shall make available for examination by the other party, its authorized agents, officers or employees any and all ledgers and books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or related to the expenditures and disbursements charged to the other party pursuant to this disbursements charged to the other party pursuant to this Agreement. Further, each party shall furnish to the other party, its agents or employees such other evidence or information as they may require with respect to any such expense or disbursement charged by them. All such information shall be retained by the Parties for at least three (3) years following termination of this Agreement, and they shall have access to such information during the three-year period for the purposes of examination or audit. 3.19 Equal Opportunity Employment. The Parties represent that they are equal opportunity employers and they shall not discriminate against any employee or applicant of reemployment because of race, religion, color, national origin, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 3.20 Governing Law. This Agreement shall be governed by and construed with the laws of the State of California. Venue shall be in Riverside County. 3.21 Attorneys’ Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys’ fees and costs of suit. 3.22 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.23 Headings. Article and Section Headings, paragraph captions or marginal headings contained in this Agreement are for convenience only and shall have no effect in the construction or interpretation of any provision herein. 66 17336.01200\29911995.2 10 3.24 Notification. All notices hereunder and communications regarding interpretation of the terms of the Agreement or changes thereto shall be provided by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid and addressed as follows: (Name of local jurisdiction) RCTC (address) Riverside County Transportation Commission 4080 Lemon, 3rd Floor Mailing address: P.O. Box 12008 ATTN: Riverside, CA 92501 ATTN: Executive Director Any notice so given shall be considered served on the other party three (3) days after deposit in the U.S. mail, first class postage prepaid, return receipt requested, and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred regardless of the method of service. 3.25 Conflicting Provisions. In the event that provisions of any attached appendices or exhibits conflict in any way with the provisions set forth in this Agreement, the language, terms and conditions contained in this Agreement shall control the actions and obligations of the Parties and the interpretation of the Parties’ understanding concerning the performance of the Services. 3.26 Contract Amendment. In the event that the Parties determine that the provisions of this Agreement should be altered, the Parties may execute a contract amendment to add any provision to this Agreement, or delete or amend any provision of this Agreement. All such contract amendments must be in the form of a written instrument signed by the original signatories to this Agreement, or their successors or designees. 3.27 Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes any previous agreements or understandings. 3.28 Validity of Agreement. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 3.29 Independent Contractors. Any person or entities retained by the City or RCTC or any consultant shall be retained on an independent contractor basis and shall not be employees of RCTC or the City, respectively. Any personnel performing services on the Work shall at all times be under the exclusive direction and control of RCTC, the City or consultant, whichever is applicable. Any consultants completing Work shall be required to pay all wages, salaries and other amounts due its personnel in connection with their performance of services on the Work and as required by law. The consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance and workers’ compensation insurance. [Signatures on following page] 67 17336.01200\29911995.2 11 SIGNATURE PAGE TO AMENDMENT NO. 6 TO AGREEMENT FOR TUMF REGIONAL ARTERIAL IMPROVEMENTS WITH THE CITY OF LAKE ELSINORE RAILROAD CANYON ROAD @ I-15 IMPROVEMENTS COOPERATIVE AGREEMENT FOR MANAGEMENT AND FUNDING OF PLANS, SPECIFICATIONS & ESTIMATES (PS&E) AND RIGHT OF WAY PHASE IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first herein above written. RIVERSIDE COUNTY (Name of local jurisdiction) TRANSPORTATION COMMISSION By: By: ________________________ John F. Tavaglione (Name, Title) APPROVED AS TO FORM: APPROVED AS TO FORM: By: _________________________________ By: _________________________ Best Best & Krieger LLP (Name, Title) Counsel to the Riverside County Transportation Commission 68 Exhibit A 17336.01200\29911995.2 EXHIBIT “A” SCOPE OF WORK, FUNDING AND TIMETABLE SCOPE OF WORK: This Agreement is for the PS&E (which shall include pre-construction- advertisement of Project for bids and recommendation of award) and Right-of-Way Phases. 2017 FTIP Scope of Work per Consistency Amendment No. 3 (approved May 12, 2017): AT I-15/RR CYN RD IC: WIDEN RR CANYON RD UC FROM 7 TO 8 LNS (SUMMERHILL DR - MISSION TR), RECONSTRUCT NORTH BOUND EXIT/ENTRY RAMPS TO HOOK RAMP CONNECTING TO GRAPE ST, WIDEN SOUTH BOUND ENTRY RAMP FROM 1-2 LNS, WIDEN SHOULDERS SOUTH BOUND EXIT RAMP, WIDEN GRAPE ST TO CONSTRUCT DEDICATED RIGHT TURN LANE AT NORTH BOUND HOOK RAMP AND RAIL ROAD CANYON RD, & CONSTRUCT RAMP ACCEL/DECEL LANES AT RAILROAD CANYON RD. FUNDING: TUMF, local, state and/or federal funding for each Phase of Work which are part of this Agreement are as follows: * The PS&E funding shall include funding for pre-construction-advertisement of Project for bids and recommendation of award. Funding for advertisement and recommendation for award shall not be authorized until completion of Right of Way acquisition necessary for the Project. ** City of Lake Elsinore $237,500 in federal Interstate Maintenance Descretionary funds for right of way phase. TIMETABLE: Provide at a minimum the beginning and ending dates for each phase of work including major milestones within a phase. Phase ZONE TUMF (distributed by WRCOG) REGIONAL TUMF (distributed by RCTC) OTHER FUNDING SOURCES TOTAL * PS&E $972,179 $2,980,121 $3,952,300 RIGHT OF WAY $950,000 $2,600,000 $237,500** $3,787,500 Phase Estimated Completion Date PS&E 10/1/2019 RIGHT OF WAY 12/31/19 69 Exhibit A-1 17336.01200\29911995.2 EXHIBIT “A-1” GUIDANCE for COMPLETION OF EXHIBIT A The following list of items generally identified as eligible or ineligible for TUMF Regional Funding reimbursement are consistent with those used to develop the costs for improvements in the first NEXUS Study prepared by WRCOG. In general, all improvements, with the exception of sidewalks, must be within the curbs of the roadway and extend no further than the curb returns at intersections. In addition, all improvements on or connecting to interstate and state route facilities shall be consistent with Caltrans Highway Design Manual standards. Items which are typically considered eligible include:  Asphalt concrete pavement, up to 16’ per lane, to accomplish a 12’ travel lane and ancillary treatment and appropriate base materials  Concrete curb and gutter and associated drainage – paved roadway shoulders and swale may be used as a substitute  Class II Bike Lanes  Paved and painted 14’ median, may be used as a dual left turn lanes  Traffic signals at intersections with state highways and major arterials which are also on the TUMF Network  Pavement striping and roadway signing as required. Items which are not typically considered eligible include:  Portland Cement pavement or other aesthetic pavement types (except at intersections)  Major rehabilitation or overlay of existing pavement in adjacent roadway lanes  Raised Medians  Parking Lanes  Landscaping  Lighting  Class I Bike Lanes 70 Exhibit B 17336.01200\29911995.2 EXHIBIT “B” “PROJECT” DESCRIPTION, FUNDING AND MILESTONES PROJECT DESCRIPTION: AT I-15/RR CYN RD IC: WIDEN RR CANYON RD UC FROM 7 TO 8 LNS (SUMMERHILL DR - MISSION TR), RECONSTRUCT NORTH BOUND EXIT/ENTRY RAMPS TO HOOK RAMP CONNECTING TO GRAPE ST, WIDEN SOUTH BOUND ENTRY RAMP FROM 1-2 LNS, WIDEN SHOULDERS SOUTH BOUND EXIT RAMP, WIDEN GRAPE ST TO CONSTRUCT DEDICATED RIGHT TURN LANE AT NORTH BOUND HOOK RAMP AND RAIL ROAD CANYON RD, & CONSTRUCT RAMP ACCEL/DECEL LANES AT RAILROAD CANYON RD. FUNDING: The following are the TUMF, local, state and/or federal funding for each Phase of Work. * The PS&E funding shall include funding for pre-construction-advertisement of Project for bids and recommendation of award. Funding for advertisement and recommendation for award shall not be authorized until completion of Right of Way acquisition necessary for the Project. Phase ZONE TUMF (distributed by WRCOG) REGIONAL TUMF (distributed by RCTC) OTHER FUNDING SOURCES TOTAL PA&ED $2,555,000 $2,555,000 * PS&E $972,179 $2,980,121 $3,952,300 RIGHT OF WAY $950,000 $2,600,000 $237,500** $3,787,500 CONSTRUCTION $0 $0 $0 TOTAL $1,922,179 $8,135,121 $10,294,800 71 Exhibit B 17336.01200\29911995.2 ** City of Lake Elsinore $237,500 in federal Interstate Maintenance Descretionary funds for right of way phase. 72 Railroad Canyon Road Project at I‐15 Improvements in Lake ElsinoreRecommendation to Award Final Design Contract and ApproveRequired Design And Right of Way Agreements PROJECT VICINITY MAP ESTIMATED PROJECT COSTDue to the high cost of constructing the improvements as one entire project, theproject is phased into two viable segments with logical termini. The project phasingcost are the following:Railroad Canyon Franklin StPhase 1 Phase 2 (Required 2032)Construction $23,500,000 $38,953,000Right of Way $ 3,000,000 $ 18,065,000Current Capital Cost $26,500,000 + $57,018,000PA&ED Services $ 2,550,000Design Services $ 3,952,300 $ 3,116,000Right of Way Services $ 787,500 $ 1,445,000Construction Management $ 4,500,000 $ 3,895,000Estimated Total Project Cost $38,289,800$65,504,000 PROCURMENT PROCESS FOR PHASE 1 FINAL DESIGN•Per Government Code 4525, et seq., selection of firm for services based on demonstrated competence and professional qualifications;•Used qualification method for procurement for services;•Evaluation criteria included elements such asqualifications of firm, staffing and projectorganization, project understanding and approach,familiarity with Caltrans design procedures; and•Firm responsiveness to requirements set forth under the terms of the request for qualifications (RFQ). PROCURMENT PROCESS FOR PHASE 1 FINAL DESIGN cont.•Subsequently, staff negotiated the scope, fee, and schedule proposalreceived from WKE for the project services and established a fair andreasonable price;•WKE’s proposed fee, including a 10 percent contingency is $3,552,271;•This PS&E contract is about 13 percent of the estimated constructioncontract amount of $27 million, which is slightly higher than average. This isdue to inclusion of work to refine the scope of the project, which have beenrequested by Lake Elsinore and supported by staff, as this effort will increasethe operational life of Phase 1 and value of the project.StaffrecommendsawardofafinaldesigncontractwithWKEforpreparation of plans, specifications, and estimate in the amountof $3,229,337, plus contingency of $322,934, for a total not toexceed $3,552,271. Staff also recommends authorizing theExecutive Director to approve the use of the contingency as maybe required for the project. UTILITY RELOCATIONSPhase 1 Project will require separate agreements related toutility relocations with the following impacted utility companiesat an estimated cost of $1.5 million:Eastern Municipal Water District Southern California EdisonElsinore Valley Municipal Water District Southern California GasGolden Valley Utility Time WarnerLake Elsinore VerizonStaff recommends authorization for the Executive Director,pursuant to legal counsel review, to execute agreements withthe above utility companies in an amount not to exceed anaggregate value of $1.5 million. RIGHT OF WAY (ROW) ACQUISITIONSPhase 1 Project is anticipated to require seven partial ROW takesand temporary construction easements. The impactedproperties are commercial ROW with an estimated cost of$1.5 million. Staff will use the Commission's on‐call ROWconsultant to appraise and acquire the required parcels andcertify the ROW for construction.Staff recommends authorization for the Executive Director,pursuant to legal counsel review, to acquire the requiredparcels for the project in an amount not to exceed an aggregatevalue of $1.5 million in accordance with the Commission’s ROWpolicies and procedures. PHASE 1 RIGHT OF WAY REQUIREMENTS  OTHER AGREEMENTSCaltrans Cooperative AgreementA cooperative agreement with Caltrans will be required to identify Commission andCaltrans responsibilities for acquisition of ROW and for design services related to theproject. The cooperative agreement will also include federal interstate maintenancediscretionary (IMD) funds secured by Lake Elsinore available for the ROW phase.Staff recommends authorization for the Executive Director to execute thecooperative agreement as well as future non‐funding agreements and/oramendments on behalf of the Commission.Lake Elsinore – Commission Design and ROW AgreementAn agreement with Lake Elsinore will be needed to identify the commission as theimplementing agency for final design and acquisition of ROW for the project and LakeElsinore for funding. Commission cost, consisting of staff and consultants, areapproximately $400,000 for design and $787,500 for ROW.Staff recommends authorization for the chair or Executive Director to execute theagreement between the Commission FUNDINGLake Elsinore‐CommissionFunding for Design and ROW consist primarily of TUMF regional arterial fundsadministered by the Commission and TUMF zone funds administered by the WesternRegional Council of Governments in accordance with the TUMF Nexus Study. Proposedfunding is summarized below: PROJECT SCHEDULE(IF PROJECT FULLY FUNDED)2016201720192014PA&ED PHASE (completed)PermitsRight of WayRestart PA&ED 1/2014Open to Traffic Fall/20212013201520172018DesignBid & ConstructionPending Funding20202021PAED 8/17 AGENDA ITEM 8 Agenda Item 8 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: August 28, 2017 TO: Western Riverside County Programs and Projects Committee FROM: Patti Castillo, Capital Projects Manager THROUGH: Marlin Feenstra, Project Delivery Director SUBJECT: State Route 79 Realignment Project Cultural Resource Mitigation STAFF RECOMMENDATION: This item is for the Committee to: 1) Approve Agreement No. 02-31-043-11, Amendment No. 11 to Agreement No. 02-31-043-00, with CH2M to prepare cultural resource mitigation related to the State Route 79 Realignment project (Project) in the amount of $959,204, plus a contingency amount of $96,000, for an additional amount of $1,055,204, for a total amount not to exceed $33,191,560; 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, pursuant to legal counsel review, to approve the use of the contingency as may be required for the project; and 4) Forward to the Commission for final action . BACKGROUND INFORMATION: The Project proposes to build a 12-mile limited access expressway extending from south of Domenigoni Parkway and north to Gilman Springs Road. The Project will provide a more direct north-south route, serving the community of Winchester, the cities of Hemet and San Jacinto, and unincorporated Riverside County. The Project is a joint project with Caltrans and Federal Highway Administration (FHWA) and is subject to state and federal environmental review requirements. Caltrans is the lead agency under both the California Environmental Quality Act (CEQA) and the National Environmental Policy Act (NEPA). FHWA’s responsibility for NEPA environmental review, consultation, and any other action required in accordance with applicable federal laws for this project is being, or has been, carried out by Caltrans under its assumption of NEPA responsibility pursuant to 23 United States Code Section 327. On December 8, 2016, Caltrans approved the CEQA Final Environmental Impact Report. On December 16, 2016, Caltrans approved the NEPA Final Environmental Impact Statement. The 73 Agenda Item 8 Record of Decision was published in the Federal Register on March 15, 2017, and the statute of limitations expired on August 14, 2017. On January 26, 2017, the Commission, as a CEQA responsible agency, adopted CEQA findings and a mitigation monitoring and reporting program that imposes mitigation measures to reduce many of the Project’s environmental impacts to below a level of significance. Additionally, Section 106 of the National Historic Preservation Act of 1966 requires federal agencies to take into account the effects of their undertakings on historic properties. As such, Caltrans, under NEPA assignment, in consultation with the state historic preservation officer (SHPO) determined the Project would have an adverse effect on a traditional cultural property (TCP). To resolve the adverse effects, Caltrans held consultations with the SHPO and the Native American tribes. The consultation process resulted in a memorandum of agreement (MOA), which outlines the measures the Commission will take to avoid, minimize, or mitigate the adverse effects. The MOA between Caltrans, the SHPO, and the Commission was executed on May, 25, 2016. The MOA stipulates the Commission shall prepare cultural resource mitigation that includes the following: Task 1 Historic Context and Archaeological Research Design for Potential Prehistoric Archaeological District Task 2 Historic Property Preservation Documentation Task 3 Assist in the Preparation of National Register of Historic Places Nomination for the TCP Task 4 Buried Site Sensitivity Model Additionally, the MOA stipulates that construction cannot commence on any aspect of the Project until the cultural resource mitigation measures are completed. Staff anticipates these tasks will take 48 months to complete once this agreement is approved. Contract Amendments The current total CH2M contract authorization for the environmental and preliminary engineering phase of the Project is $32,136,356. Staff desires to amend the CH2M agreement to include the cultural resource mitigation. CH2M submitted a cost estimate of $959,204 related to the additional scope of work, comprised of all four tasks listed above, which staff determined to be fair and re asonable. Staff recommends Commission approval of Amendment No. 11 with CH2M for an additional amount 74 Agenda Item 8 of $959,204, plus a contingency amount of $96,000 for a total additional amount of $1,055,204, resulting in an amount not to exceed $33,191,560. The cost of this contract amendment will be funded with TUMF Regional Arterial funds. Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2017/18 FY 2018/19+ Amount: $250,000 $805,204 Source of Funds: TUMF Regional Arterial Budget Adjustment: No N/A GL/Project Accounting No.: 003003 81101 210 72 81101 Fiscal Procedures Approved: Date: 08/10/2017 Attachments: 1) Memorandum of Agreement (Available on the website) 2) Draft Agreement No. 02-31-043-11 75 Final0HPRUDQGXPRI$JUHHPHQW State Route 79 Realignment Project: Domenigoni Parkway to Gilman Springs Road March 2016 Realign State Route 79between Domenigoni Parkway and Gilman Springs Roadin the Cities of Hemet and San Jacinto and the County of RiversideRiverside County, CaliforniaDistrict 8-RIV-79-KP R25.4/R54.4 (PM R15.78/R33.80)PN 0800000784/EA 08-494000 The environmental review, consultation, and any other action required in accordancewith applicable Federal laws for this project is being, or has been, carried out byCaltrans under its assumption of responsibility pursuant to 23 U.S.C. 327. Final Section 106 MOA SR 79 Realignment Project 03/2016 Final Section 106 MOA SR 79 Realignment Project 03/2016 Final Section 106 MOA SR 79 Realignment Project 03/2016 Final Section 106 MOA SR 79 Realignment Project 03/2016 Final Section 106 MOA SR 79 Realignment Project 03/2016 Final Section 106 MOA SR 79 Realignment Project 03/2016 Final Section 106 MOA SR 79 Realignment Project 03/2016 Final Section 106 MOA SR 79 Realignment Project 03/2016 Final Section 106 MOA SR 79 Realignment Project 03/2016 Final Section 106 MOA SR 79 Realignment Project 03/2016 Final Section 106 MOA SR 79 Realignment Project 03/2016 Final Section 106 MOA SR 79 Realignment Project 03/2016 MEMORANDUM OF AGREEMENT BETWEEN THE CALIFORNIA DEPARTMENT OF TRANSPORTATION AND THE CALIFORNIA STATE HISTORIC PRESERVATION OFFICER REGARDING THE STATE ROUTE 79 REALIGNMENT PROJECT RIVERSIDE COUNTY, CALIFORNIA INVITED SIGNATORIES: California epartment of Trspprtation, District 8 By `+ C .... Date V 22111 b Ti - istrict Director Riversice,County Transportation Commission By Title: Executive Director CONCURRING PARTIES: Cahuilla Band of Indians • Date 642/A0 By Date Title: Chairperson Pechanga Band of Luiseno Indians By Title: Chairperson Mark Macarro Ramona Band of Cahuilla By Title: Chairperson Soboba Band of Luiseno Indians Date Date By Date Title: Chairperson Final Section 106 MOA SR 79 Realignment Project 03/2016 13 MEMORANDUM OF AGREEMENT BETWEEN THE CALIFORNIA DEPARTMENT OF TRANSPORTATION AND THE CALIFORNIA STATE HISTORIC PRESERVATION OFFICER REGARDING THE STATE ROUTE 79 REALIGNMENT PROJECT RIVERSIDE COUNTY, CALIFORNIA CONCURRING PARTIES: Title: Mayor City of San Jacinto By Tie: Mayor Date May 24, 2016 Date Avf iSr f 3 .243/ 4v Final Section 106 MOA SR 79 Realignment Project 0312016 14 17336.00000\29586925.1 1 Agreement No. 02-31-043-11 AMENDMENT NO. 11 TO PROFESSIONAL SERVICES AGREEMENT WITH FEDERAL FUNDING/ASSISTANCE STATE ROUTE 79 REALIGNMENT PROJECT 1. PARTIES AND DATE This Amendment No. 11 to the Agreement for Professional Services is made and entered into as of ____________, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (“Commission”) and CH2M HILL, INC., a Florida corporation (“Consultant”). 2. RECITALS 2.1 The Commission and the Consultant have entered into Agreement No. 02-31-043-00 dated on or about February 13, 2002, for the purpose of providing professional engineering services in connection with the State Route 79 Realignment project (the “Master Agreement”). 2.2 The Commission and the Consultant have entered into an Amendment No. 1 to the Master Agreement, dated January 12, 2005, for the purpose of providing additional compensation in order to include additional engineering and environmental studies, and other tasks, required to complete the Project Report and the Environmental Document for the Realignment of State Route Between Domenigoni Parkway and Gilman Springs Road, and to extend the term of the Master Agreement. 2.3 The Commission and the Contractor have entered into an Amendment No. 2 to the Master Agreement, dated September 16, 2005, for the purpose of reallocating a portion of the compensation approved for the Services pursuant to Amendment No. 1, amending the Scope of Services, and providing additional compensation for the purpose of including aerial photography and mapping and additional cultural surveys for the State Route 79 Realignment project. 2.4 The Commission and the Contractor have entered into an Amendment No. 3 to the Master Agreement, dated April 13, 2006, to amend the Scope of Schedule of Services, based on changes in the Project description, and to provide additional compensation for the purposes of providing additional biological and cultural resources for survey support, field exploration work and other services for the State Route 79 Realignment project. ATTACHMENT 2 76 17336.00000\29586925.1 2 2.5 The Commission and Consultant have entered into an Amendment No. 4 to the Master Agreement, dated March 22, 2007, to amend the Scope and Schedule of Services, based on changes in the Project description, and to provide additional compensation for the purposes of providing additional biological and cultural resources for survey support, field exploration work and other services for the State Route 79 Realignment project. 2.6 The Commission and Consultant have entered into an Amendment No. 5 to the Master Agreement, dated July 18, 2005, to amend the Scope of Services, to include additional tasks, to include a new Schedule of Services, to extend the term of the Master Agreement, and to provide additional compensation for the State Route 79 Realignment project. 2.7 The Commission and Consultant have entered into an Amendment No. 6 to the Master Agreement, dated March 22, 2010, to extend the term of the Master Agreement for the State Route 79 Realignment project. 2.8 The Commission and Consultant have entered into an Amendment No. 7 to the Master Agreement, dated December 17, 2012, to extend the term of the Master Agreement for the State Route 79 Realignment project. 2.9 The Commission and Consultant have entered into an Amendment No. 8 to the Master Agreement, dated July 31, 2013, to extend the term of the Master Agreement, revise the Scope of Services, include an additional Schedule of Services, and provide additional compensation for the State Route 79 Realignment project. 2.10 The Commission and the Consultant have entered into an Amendment No. 9 to the Master Agreement, dated June 8, 2016, to revise the Scope of Services for the State Route 79 Realignment project. 2.11 The Commission and the Consultant have entered into an Amendment No. 10 to the Master Agreement, dated December 31, 2016, to extend the term and to revise the Scope of Services. 2.12 The parties now desire to amend the Master Agreement in order to extend the term and to revise the Scope of Services for the State Route 79 Realignment project. 3. TERMS 3.1 The term of the Master Agreement shall be extended until December 31, 2022, unless earlier terminated as provided in the Master Agreement. 3.2 The Scope of Services for the Master Agreement shall be amended to include Services, as that term is defined in the Master Agreement, required 77 17336.00000\29586925.1 3 to prepare studies required for cultural resource mitigation, as more fully described in Exhibit “A” attached to this Amendment and incorporated herein by reference. 3.3 The maximum compensation for Services performed pursuant to this Amendment shall be Nine Hundred Fifty-Nine Thousand Two Hundred Four Dollars ($959,204). Work shall be performed at the rates set forth in Exhibit “B” attached to this Amendment and incorporated herein by reference. 3.4 The total not-to-exceed amount of the Master Agreement, as amended by this Amendment, shall be increased from Thirty-Two Million One Hundred Thousand Five Hundred Twenty-One Dollars ($32,100,521) to Thirty-Three Million Fifty-Nine Thousand Seven Hundred Twenty-Five Dollars ($33,059,725). 3.5 Except as amended by this Amendment, all provisions of the Master Agreement, as amended by Amendment Nos. 1 through 10, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the parties under this Amendment. [Signatures on following page] 78 17336.00000\29586925.1 4 SIGNATURE PAGE TO AGREEMENT NO. 02-31-043-11 IN WITNESS WHEREOF, the parties hereto have entered into this Amendment as of the date first herein above written. RIVERSIDE COUNTY CH2M HILL, INC. TRANSPORTATION COMMISSION By: _____________________________ By: _________________________ Anne Mayer, Executive Director Signature __________________________ Name __________________________ Title APPROVED AS TO FORM: Attest: By: _____________________________ By: ________________________ Best Best & Krieger LLP Counsel to the Riverside County Its: ________________________ Transportation Commission * 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 persons are not the intended signators, evidence of signature authority shall be provided to the Commission. 79 EXHIBIT "A" SCOPE OF SERVICES [Attached behind this page] 80 AGENDA ITEM 9 Agenda Item 9 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: August 28, 2017 TO: Western Riverside County Programs and Projects Committee FROM: Sheldon Peterson, Rail Manager THROUGH: Robert Yates, Multimodal Services Director SUBJECT: Agreements for On-Call Rail/Transit Operations Consulting Services STAFF RECOMMENDATION: This item is for the Committee to: 1) Award the following agreements to provide on-call multimodal rail/transit operations services for a three-year term, and one, two-year option to extend the agreements, in an amount not to exceed an aggregate value of $5 million; a) Agreement No. 17-25-096-00 to CH2M Hill, Inc. (CH2M); b) Agreement No. 17-25-118-00 to HDR Engineering, Inc. (HDR); c) Agreement No. 17-25-119-00 to RailPros; and d) Agreement No. 17-25-120-00 to WSP USA Inc. (WSP). 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements, including option years, on behalf of the Commission; 3) Authorize the Executive Director, or designee, to execute task orders awarded to the consultants under the terms of the agreements; and 4) Forward to the Commission for final action. BACKGROUND INFORMATION: The Commission’s Rail Department actively manages the operations, planning, and development of passenger rail services in the county. In order to better serve the Commission, staff recommended and procured an on-call rail operations support consultant bench. At its January 2012 meeting, the Commission approved three agreements to provide on-call rail operations support services for a three-year term and two, one-year options to extend the agreements for an aggregate value of $1 million. The term of the agreements, including the option years, and funding amounts were increased through later Commission action s. These on-call consultants have been used to develop and support significant rail-related projects for the Commission, such as those listed below, on an as-needed basis through the issuance of individual task orders:  Rail improvement related to the 60/215 East Junction highway project; 81 Agenda Item 9  Federal Rail Administration grant application for the Coachella Valley-San Gorgonio Pass Rail Corridor project;  Marketing and communications support for 91 Line improvements;  Service scenarios and operations modeling for improvements on the 91 Line and Perris Valley Line (PVL) implementation, including the PVL Market Assessment and Growth Strategy;  San Jacinto Branch Line study and analysis for the full length of the track; and  Development of the Riverside-Downtown Operations Control Center. These consultant services support the Rail Department’s ability to plan and develop rail capital and service improvements that allow for the efficient and effective use of the grant funding that is available. Since the agreements under the existing consulting bench are expiring, a competitive procurement for a new multimodal rail/transit consultant bench was initiated. 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 s 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 on-call multimodal rail/transit operations consulting services other than architectural and engineering services as set forth under the terms of the Request for Proposals (RFP) No. 17-25-096-00. RFP No. 17-25-096-00 for on-call multimodal rail/transit operations consulting services other than architectural and engineering services was released by staff on May 25. 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 585 firms, 96 of which are located in Riverside County. Through the PlanetBids site, 77 firms downloaded the RFP; 9 of these firms are located in Riverside County. A pre-proposal conference was held on June 6 and attended by 14 firms; 1 firm is local to Riverside County. Staff responded to all questions submitted by potential proposers prior to the June 15 clarification deadline date. Seven firms – CH2M (Santa Ana); HDR (Riverside); KOA Corporation (San Diego); Michael Baker International, Inc. (San Diego); RailPros (Irvine); STV Incorporated (Rancho Cucamonga); and WSP (San Bernardino) – submitted responsive and responsible proposals prior to the submittal deadline on July 11. Utilizing the evaluation criteria set forth in the RFP, the seven proposals were evaluated and scored by an evaluation committee comprised of Commission staff. As a result of the evaluation committee’s assessment of the written proposals, the evaluation committee recommends contract awards to CH2M, HDR, RailPros, and WSP, as these firms offer the best value to provide on-call multimodal rail/transit operations consulting services and earned the highest total evaluation scores. The agreements shall be for a three-year term, and one, two-year option to extend the agreements, in the aggregate amount of $5 million. 82 Agenda Item 9 The overall evaluation ranking, based on highest to lowest total evaluation score, and the average hourly rate for key classifications are presented in the following table: Firm Price Overall Ranking WSP $165.87 1 HDR $205.70 2 CH2M $180.93 3 RailPros $181.39 4 Michael Baker International $213.70 5 KOA $164.69 6 STV $173.53 7 Staff recommends approval of the on-call rail consulting bench for the four firms for multiple award, on-call, task order type contracts; however, such agreements do not guarantee work to any of the awarded firms. Services will continue to be provided through the Commission’s issuance of contract task orders to the consultants on an as -needed basis. Staff oversight of the agreements will continue to maximize the effectiveness of the consultants and minimize the costs to the Commission. These expenditures are included in the FY 2017/18 budget or will be included in future budgets to address these projects. The Commission’s model on-call professional services agreement will be entered into with each firm, subject to any changes approved by the Executive Director, pursuant to legal counsel review. Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2017/18 FY 2018/19+ Amount: $1,000,000 $4,000,000 Source of Funds: Local Transportation Funds/2009 Measure A Western County Public Transit Funds Budget Adjustment: No N/A GL/Project Accounting No.: 254199 103 25 65520 $800,000 034198 103 25 65520 $200,000 Fiscal Procedures Approved: Date: 08/17/2017 Attachment: Draft On-Call Professional Services Agreement 83 1 Agreement No. __-__-__- __ PROFESSIONAL SERVICES AGREEMENT FOR STATE AND/OR FTA FUNDED ON-CALL MULTIMODAL RAIL/TRANSIT OPERATIONS CONSULTING SERVICES (NON A&E) Parties and Date. This Agreement is made and entered into this ___ day of _______, 2017, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Commission") and [___NAME OF FIRM___] ("Consultant"), a [___LEGAL STATUS OF CONSULTANT e.g., CORPORATION___]. The Commission and Consultant are sometimes referred to herein individually as “Party”, and collectively as the “Parties”. Recitals. A. On November 8, 1988 the Voters of Riverside County approved Measure A authorizing the collection of a one-half percent (1/2 %) retail transactions and use tax (the "tax") to fund transportation programs and improvements within the County of Riverside, and adopting the Riverside County Transportation Improvement Plan (the "Plan"). B. Pursuant to Public Utility Code Sections 240000 et seq., the Commission is authorized to allocate the proceeds of the Tax in furtherance of the Plan. C. On November 5, 2002, the voters of Riverside County approved an extension of the Measure A tax for an additional thirty (30) years for the continued funding of transportation and improvements within the County of Riverside. D. A source of funding for payment for on-call professional multimodal rail/transit operations consulting services provided under this Agreement may be funds administered by the California Department of Transportation (“Caltrans”), and/or funds from the Federal Transit Administration (“FTA”). This Agreement shall not be deemed to be approved by the Commission until the certification shown in Exhibit “F” attached hereto and incorporated herein by reference, is executed. E. Consultant desires to perform and assume responsibility for the provision of certain on-call professional services required by the Commission on the terms and conditions set forth in this Agreement and in the task order(s) to be issued pursuant to this Agreement and executed by the Commission and the Consultant (“Task Order”). Consultant represents that it is experienced in providing on-call rail services to public clients, is licensed in the State of California (if necessary), and is familiar with the plans of the Commission. 84 2 F. The Commission desires to engage Consultant to render such services on an on-call basis. Services shall be ordered by Task Order(s) to be issued pursuant to this Agreement for future projects as set forth herein (each such project shall be designated a “Project” under this Agreement). Terms. 1. General Scope of Services. Consultant shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise, and incidental and customary work necessary to fully and adequately supply the on-call professional multimodal rail/transit operations consulting services necessary for the Project ("Services"). The Services are generally described in Exhibit "A" attached hereto and incorporated herein by reference. The Services shall be more particularly described in the individual Task Orders issued by the Commission’s Executive Director or designee. No Services shall be performed unless authorized by a fully executed Task Order. All Services shall be subject to, and performed in accordance with, this Agreement, the relevant Task Order, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 2. Term. 2.1 This Agreement shall commence on the date first set forth above and shall continue in effect for three (3) years (“Term”). The Commission shall have the option, in its sole discretion, to extend the Term for one (1) additional two (2) year period, with prior written notice to the Consultant. 2.2 Consultant is advised that any recommendation for contract award is not binding on Commission until this Agreement is fully executed and approved by the Commission. 2.3 This Agreement shall remain in effect until the date set forth above, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. All applicable indemnification provisions of this Agreement shall remain in effect following the termination of this Agreement. 3. Task Orders; Commencement of Services. Consultant shall commence Services under a Task Order within five (5) days of receiving a fully executed Task Order from the Commission. Task Orders shall be in substantially the form set forth in Exhibit “B” attached hereto and incorporated herein by reference. Each Task Order shall identify the funding source(s) to be used to fund the Services under the relevant Task Order, and Consultant shall comply with the requirements specified herein, and in the attached exhibits, applicable to the identified funding source(s). 4. Commission's Contract Administrator. The Commission hereby designates the Commission's Executive Director, or his or her designee, to a ct as its Contract 85 3 Administrator for the performance of this Agreement ("Commission’s Contract Administrator"). Commission’s Contract Administrator shall have the authority to act on behalf of the Commission for all purposes under this Agreement. Commission’s Contract Administrator shall also review and give approval, as needed, to the details of Consultant's work as it progresses. Consultant shall not accept direction or orders from any person other than the Commission’s Contract Administrator or his or her designee. 5. Consultant's Representative. Consultant hereby designates [___INSERT NAME OR TITLE___] to act as its Representative for the performance of this Agreement ("Consultant’s Representative"). Consultant's Representative shall have full authority to act on behalf of Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his or her professional skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. Consultant shall work closely and cooperate fully with Commission’s Contract Administrator and any other agencies which may have jurisdiction over, or an interest in, the Services. Consultant's Representative shall be available to the Commission staff at all reasonable times. Any substitution in Consultant's Representative shall be approved in writing by Commission’s Contract Administrator. 6. Substitution of Key Personnel. Consultant has represented to the Commission that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval by the Commission. In the event that the Commission and Consultant cannot agree as to the substitution of the key personnel, the Commission shall be entitled to terminate this Agreement for cause, pursuant to the provisions herein. The key personnel for performance of this Agreement are: [___LIST NAMES AND TITLES___], or as otherwise identified in the Task Order. 7. Standard of Care; Licenses. Consultant represents and maintains that it is skilled in the professional calling necessary to perform all Services, duties and obligations required by this Agreement to fully and adequately complete the Project. Consultant shall perform the Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Consultant further represents and warrants to the Commission that its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be mai ntained throughout the term of this Agreement. Consultant 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 Consultant’s failure to comply with the standard of care provided for herein, and shall be fully responsible to the Commission for all damages and other liabilities provided for in the indemnification provisions of this Agreement arising from the Consultant’s errors and omissions. An y employee of Consultant or its sub-consultants who is determined by the Commission to be 86 4 uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the Commission, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 8. Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. Commission retains Consultant on an independent contractor basis and not as an employee, agent or representative of the Commission. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries and other amounts due such personnel in connection with their performance of Services and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including but not limited to, social security taxes, income tax withholdings, unemployment insurance, disability insurance, and workers' compensation insurance. 9. Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the schedule for the Services in each Task Order (“Schedule of Services”). Consultant represents that it has the professional and technical personnel to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, the Commission shall respond to Consultant's submittals in a timely manner. Upon request of Commission’s Contract Administrator, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 9.1 Modification of the Schedule. Consultant shall regularly report to the Commission, through correspondence or progress reports, its progress in providing required Services within the scheduled time periods. Commission shall be promptly informed of all anticipated delays. In the event that Consultant determines that a schedule modification is necessary, Consultant shall promptly submit a revised Schedule of Services for approval by Commission’s Contract Administrator. 9.2 Trend Meetings. Consultant shall conduct trend meetings with the Commission’s Contract Administrator and other interested parties, as requ ested by the Commission, on a bi-weekly basis or as may be mutually scheduled by the Parties at a standard day and time. These trend meetings will encompass focused and informal discussions concerning scope, schedule, and current progress of Services, relevant cost issues, and future Project objectives. Consultant shall be responsible for the preparation and distribution of meeting agendas to be received by the Commission and other attendees no later than three (3) working days prior to the meeting. 9.3 Progress Reports. As part of its monthly invoice, Consultant shall submit a progress report, in a form determined by the Commission, which will indicate the 87 5 progress achieved during the previous month in relation to the Schedule of Services. Submission of such progress report by Consultant shall be a condition precedent to receipt of payment from the Commission for each monthly invoice submitted. 10. Delay in Performance. 10.1 Excusable Delays. Should Consultant be delayed or prevented from the timely performance of any act or Services required by the terms of the Agreement by reason of acts of God or of the public enemy, acts or omissions of the Commission or other governmental agencies in either their sovereign or contractual capacities, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes or unusually severe weather, performance of such act shall be excused for the period of such delay. 10.2 Written Notice. If Consultant believes it is entitled to an extension of time due to conditions set forth in subsection 10.1, Consultant shall provide written notice to the Commission within seven (7) working days from the time Consultant knows, or reasonably should have known, that performance of the Services will be delayed due to such conditions. Failure of Consultant to provide such timely notice shall constitute a waiver by Consultant of any right to an excusable delay in time of performance. 10.3 Mutual Agreement. Performance of any Services under this Agreement may be delayed upon mutual agreement of the Pa rties. Upon such agreement, Consultant's Schedule of Services shall be extended as necessary by the Commission. Consultant shall take all reasonable steps to minimize delay in completion, and additional costs, resulting from any such extension. 11. Preliminary Review of Work. All reports, working papers, and similar work products prepared for submission in the course of providing Services under this Agreement shall be submitted to the Commission’s Contract Administrator in draft form, and the Commission may require revisions of such drafts prior to formal submission and approval. In the event plans and designs are to be developed as part of the Project, final detailed plans and designs shall be contingent upon obtaining environmental clearance as may be required in connection with Federal funding. In the event that Commission’s Contract Administrator, in his or her sole discretion, determines the formally submitted work product to be not in accordance with the standard of care established under this Agreement, Commission’s Contract Administrator may require Consultant to revise and resubmit the work at no cost to the Commission. 12. Appearance at Hearings. If and when required by the Commission, Consultant shall render assistance at public hearings or other meet ings related to the Project or necessary to the performance of the Services. However, Consultant shall not be required to, and will not, render any decision, interpretation or recommendation regarding questions of a legal nature or which may be construed as constituting a legal opinion. 13. Opportunity to Cure; Inspection of Work. Commission may provide Consultant an opportunity to cure, at Consultant's expense, all errors and omissions which may be disclosed during Project implementation. Should Consultan t fail to make such 88 6 correction in a timely manner, such correction may be made by the Commission, and the cost thereof charged to Consultant. Consultant shall allow the Commission’s Contract Administrator and Caltrans to inspect or review Consultant's work in progress at any reasonable time. 14. Final Acceptance. Upon determination by the Commission that Consultant has satisfactorily completed the Services required under this Agreement and within the term set forth herein the Commission shall give Consultant a written Notice of Final Acceptance. Upon receipt of such notice, Consultant shall incur no further costs hereunder, unless otherwise specified in the Notice of Final Acceptance. Consultant may request issuance of a Notice of Final Acceptance when, in its opinion, it has satisfactorily completed all Services required under the terms of this Agreement. In the event copyrights are permitted under this Agreement, then in connection with Federal funding, it is hereby acknowledged and agreed that the United States Department of Transportation shall have the royalty-free non-exclusive and irrevocable right to reproduce, publish, or otherwise use, and to authorize others to use, the work for governmental purposes. 15. Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. For example, and not by way of limitation, Consultant shall keep itself fully informed of and in compliance with all implementing regulations, design standards, specifications, previous commitments that must be incorporated in the design of the Project, and administrative controls including those of the United States Department of Transportation. Compliance with Federal procedures may include completion of the applicable environmental documents and approved by the United States Department of Transportat ion. For example, and not by way of limitation, a signed Categorical Exclusion, Finding of No Significant Impact, or published Record of Decision may be required to be approved and/or completed by the United States Department of Transportation. For Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the Commission, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold Commission, its officials, directors, officers, 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. 16. Fees and Payment. 16.1 Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under th is Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. This Agreement shall be a fixed unit rate, indefinite delivery/indefinite quantity (i.e., Task Order) contract based upon the fully burdened labor rates and classifications set forth in Exhibit “C”. The total compensation per Task Order shall be set forth in the relevant Task Order, and shall not exceed said amount without written approval of the Commission’s Executive Director. 89 7 16.2 Any payments to Consultant for travel and subsistence expenses must be authorized in writing by Commission, and shall not exceed rates authorized to be paid exempt non-represented State employees under current State Department of Personnel Administration (DPA) rules, unless otherwise authorized by Commission. If the rates invoiced are in excess of those authorized DPA rates, and Commission has not otherwise approved said rates, then Consultant is responsible for the cost difference and any overpayments shall be reimbursed to the Commission on demand. 16.3 When milestone cost estimates are included in a Task Order, Consultant shall obtain prior written approval for a revised milestone cost estimate from the Contract Administrator before exceeding such cost estimate. 16.4 Payments shall be made monthly in arrears based on Services provided and allowable incurred costs. If Consultant fails to submit the required deliverable items according to the Schedule of Services, Commission shall have the right to delay the applicable payment or terminate this Agreement in accordance with the termination provisions of this Agreement. 16.5 No payment shall be made prior to approval of any Services, nor for any Services performed prior to approval of this Agreement. 16.6 Consultant shall be reimbursed, as promptly as fiscal procedures will permit upon receipt by Commission’s Contract Administrator of itemized invoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant is billing. Invoices shall detail the work performed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this Agreement number and project title. Final invoice must contain the final cost and all credits due Commission including any equipment purchased under the Equipment Purchase provisions of this Agreement. The final invoice should be submitted within 60 calendar days after completion of Consultant’s work. Invoices shall be mailed to Commission’s Contract Administrator at the following address: Riverside County Transportation Commission Attention: Accounts Payable P.O. 12008 Riverside, CA 92502 16.7 The total amount payable by Commission shall not exceed $(Amount). 16.8 Consultant shall not be reimbursed for any expenses unless authorized in writing by the Commission’s Contract Administrator. 16.9 All subcontracts in excess of $25,000 shall contain the above provisions. 90 8 17. Disputes. 17.1 Any dispute, other than audit, concerning a question of fact aris ing under this Agreement that is not disposed of by mutual agreement of the Parties shall be decided by a committee consisting of RCTC’s Contract Administrator and the Director of Capital Projects, who may consider written or verbal information submitted by Consultant. 17.2 Not later than 30 days after completion of all Services under this Agreement, Consultant may request review by the Commission’s Executive Director of unresolved claims or disputes, other than audit. The request for review will be submitted in writing. 17.3 Neither the pendency of a dispute, nor its consideration by the committee will excuse Consultant from full and timely performance in accordance with the terms of this Agreement. 18. Termination. 18.1 Commission reserves the right to terminate this Agreement or any Task Order, for any or no reason, in whole or in part, upon written notice to Consultant stating the effective date of termination. 18.2 Commission may terminate this Agreement with Consultant should Consultant fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, Commission may proceed with the Services in any manner deemed proper by Commission. If Commission terminates this Agreement with Consultant, Commission shall pay Consultant the sum due to Consultant under this Agreement for Services completed and accepted prior to termination, unless the cost of completion to Commission exceeds the funds remaining in the Agreement. In such case, the overage shall be deducted from any sum due Consultant under this Agreement and the balance, if any, shall be paid to Consultant upon demand. 18.3 In addition to the above, payment upon termination shall include a prorated amount of profit, if applicable, but no amount shall be paid for antici pated profit on unperformed Services. Consultant shall provide documentation deemed adequate by Commission’s Contract Administrator to show the Services actually completed by Consultant prior to the effective date of termination. This Agreement shall term inate on the effective date of the Notice of Termination 18.4 Upon receipt of the written Notice of Termination, Consultant shall discontinue all affected Services as directed in the Notice or as otherwise provided herein, and deliver to the Commission all Documents and Data, as defined in this Agreement, as may have been prepared or accumulated by Consultant in performance of the Services, whether completed or in progress. 18.5 In addition to the above, Consultant shall be liable to the Commission for any reasonable additional costs incurred by the Commission to revise work for which the Commission has compensated Consultant under this Agreement, but which the 91 9 Commission has determined in its sole discretion needs to be revised, in part or whole, to complete the Project because it did not meet the standard o f care established in this Agreement. Termination of this Agreement for cause may be considered by the Commission in determining whether to enter into future agreements with Consultant. 18.6 The rights and remedies of the Parties provided in this Section are in addition to any other rights and remedies provided by law or under this Agreement. 18.7 Consultant, in executing this Agreement, shall be deemed to have waived any and all claims for damages which may otherwise arise f rom the Commission's termination of this Agreement, for convenience or cause, as provided in this Section. 18.8 Consultant may not terminate this Agreement except for cause. 19. Cost Principles and Administrative Requirements. 19.1 Consultant agrees that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the cost allowability of individual items. 19.2 Consultant also agrees to comply with federal procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. 19.3 Any costs for which payment has been made to CONSULTANT that are determined by subsequent audit to be unallowable under 2 CFR, Part 200 and 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to repayment by Consultant to Commission. 19.4 All subcontracts in excess of $25,000 shall contain the above provisions. 20. Retention of Records/Audit. For the purpose of determining compliance with, as applicable, 2 CFR Part 200, Public Contract Code 10115, et seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable and other matters connected with the performance of this Agreement pursuant to Government Code 8546.7; Consultant, subconsultants, and Commission shall maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of this Agreement, including but not limited to, the costs of administering this Agreement. All parties shall make such materials available at their respective offices at all reasonable times during the Agreement period and for three years from the date of final payment under this Agreement. The State, State Auditor, Commission, or any duly authorized representative of the State or Federal Government shall have access to any books, records, and documents of Consultant and it’s certified public accountants (CPA) work papers th at are pertinent to this Agreement and, if applicable, indirect cost rates (ICR) for audit, examinations, excerpts, and transactions, and 92 10 copies thereof shall be furnished if requested. Subcontracts in excess of $25,000 shall contain this provision. 23.1 Accounting System. Consultant and its subcontractors shall establish and maintain an accounting system and records that properly accumulate and segregate expenditures by line item for the Services. The accounting system of Consultant and its subcontractors shall conform to Generally Accepted Accounting Principles (GAAP), enable the determination of incurred costs at interim points of completion, and provide support for reimbursement payment vouchers or invoices. 21. Audit Review Procedures. 21.1 Any dispute concerning a question of fact arising under an interim or post audit of this Agreement that is not disposed of by agreement, shall be reviewed by Commission’s Chief Financial Officer. 21.2 Not later than 30 days after issuance of the final audit report, Consultant may request a review by Commission’s Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. 21.3 Neither the pendency of a dispute nor its consideration by Commission shall excuse Consultant from full and timely performance, in accordance with the terms of this Agreement. 22. Subcontracting. 22.1 Nothing contained in this Agreement or otherwise, shall create any contractual relation between Commission and any subconsultant(s), and no subcontract shall relieve Consultant of its responsibilities and obligations hereunder. Consultant agrees to be as fully responsible to Commission for the acts and omissions of its subconsultant(s) and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by Consultant. Consultant ’s obligation to pay its subconsultant(s) is an independent obligation from Commission’s obligation to make payments to the Consultant. 22.2 Consultant shall perform the Services contemplated with resources available within its own organization and no portion of the Services pertinent to this Agreement shall be subcontracted without written authorization by Commission’s Contract Administrator, except that, which is expressly identified in the appro ved Cost Proposal. 22.3 Consultant shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to Consultant by Commission. 22.4 Any subcontract in excess of $25,000 entered into as a result of this Agreement shall contain all the provisions stipulated in this Agreement to be applicable to subconsultants. 93 11 22.5 Any substitution of subconsultant(s) must be approved in writing by Commission’s Contract Administrator prior to the start of work by the subconsultant(s). 22.6 Exhibit “C” may set forth the rates at which each subconsultant shall bill the Consultant for Services and that are subject to reimbursement by the Commission to Consultant. The subconsultant rate schedules and cost proposals contained herein are for accounting purposes only. 23. Equipment Purchase 23.1 Prior authorization, in writing, by Commission’s Contract Administrator shall be required before Consultant enters into any unbudgeted purchase order, or subcontract for supplies, equipment, or services. Consultant shall provide an evaluation of the necessity or desirability of incurring such costs. 23.2 For purchase of any item, service or consulting work not covered in the Cost Proposal and exceeding $5,000 prior authorization , in writing, by Commission’s Contract Administrator is required. Three competitive quotations must be submitted with the request for such purchase, or the absence of bidding must be adequately justified. 23.3 Any equipment purchased as a result of this Agreement is subject to the following: Consultant shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, Commission shall receive a proper refund or credit at the conclusion of this Agreement, or if this Agreement is terminated, Consultant may either keep the equipment and credit Commission in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established Commission procedures; and credit Commission in an amount equal to the sales price. If Consultant elects to keep the equipment, fair market value shall be determined at Consultant’s expense, on the basis of a competent independe nt appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by Commission and Consultant. If Consultant determines to sell the equipment, the terms and conditions of such sale must be approved in advance by Commission. 2 CFR, Part 200 requires a credit to Federal funds when participating equipment with a fair market value greater than $5,000 is credited to the Project. 23.4 All subcontracts in excess $25,000 shall contain the above provisions. 24. Labor Code Requirements. 24.1 Prevailing Wages. (a) Consultant shall comply with the State of California’s General Prevailing Wage Rate requirements in accordance with California Labor Code, Section 1770, and all Federal, State, and local laws and ordinances applicable to the Services. 94 12 (b) Any subcontract entered into as a result of this Agreement, if for more than $25,000 for public works construction or more than $15,000 for the alteration, demolition, repair, or maintenance of public works, shall co ntain all of the provisions of this Section. (c) When prevailing wages apply to the Services described in the Scope of Services, transportation and subsistence costs shall be reimbursed at the minimum rates set by the Department of Industrial Relations (DIR) a s outlined in the applicable Prevailing Wage Determination. See http://www.dir.ca.gov. (d) Copies of the prevailing rate of per diem wages in effect at commencement of this Agreement are on file at the Commission’s offices. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant’s principal place of business and at the project site . Consultant shall defend, indemnify and hold the Commission, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 24.2 DIR Registration. If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants must be regi stered with the Department of Industrial Relations. If applicable, Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. 24.3 Eight-Hour Law. Pursuant to the provisions of the California Labor Code, eight hours of labor shall constitute a legal day’s work, and the time of service of any worker employed on the work shall be limited and restricted to eight hours during any one calendar day, and forty hours in any one calendar week, except when payment for overtime is made at not less than one and one -half the basic rate for all hours worked in excess of eight hours per day (“Eight-Hour Law”), unless Consultant or the Services are not subject to the Eight-Hour Law. Consultant shall forfeit to Commission as a penalty, $50.00 for each worker employed in the execution of this Agreement by him, or by any sub-consultant under him, for each calendar day during which such workman is required or permitted to work more than eight hours in any calendar day and forty hours in an y one calendar week without such compensation for overtime violation of the provisions of the California Labor Code, unless Consultant or the Services are not subject to the Eight-Hour Law. 24.4 Employment of Apprentices. This Agreement shall not prevent the employment of properly indentured apprentices in accordance with the California Labor Code, and no employer or labor union shall refuse to accept otherwise qualified employees as indentured apprentices on the work performed hereunder solely on the 95 13 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 tra de to which he or she is registered. If California Labor Code Section 1777.5 applies to the Services, Consultant and any subcontractor hereunder who employs workers in any apprenticeable craft or trade shall apply to the joint apprenticeship council administering applicable standards for a certificate approving Consultant or any sub-consultant for the employment and training of apprentices. Upon issuance of this certificate, Consultant and any sub -consultant shall employ the number of apprentices provided for therein, as well as contribute to the fund to administer the apprenticeship program in each craft or trade in the area of the work hereunder. The parties expressly understand that the responsibility for compliance with provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California Labor Code in regard to all apprenticeable occupations lies with Consultant 25. Ownership of Materials/Confidentiality. 25.1 Documents & Data. This Agreement creates an exclusive and perpetual license for Commission to copy, use, modify, reuse, or sub-license any and all copyrights and designs embodied in plans, specifications, studies, drawings, estimates, materials, data and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subcontractors to agree in writing that Commission is granted an exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to grant the exclusive and perpetual license for all such Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the Commission. Commission shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at Commission’s sole risk. 25.2 Intellectual Property. In addition, Commission shall have and retain all right, title and interest (including copyright, patent, trade secret and other proprietary rights) in all plans, specifications, studies, drawings, estimates, materials, data, computer programs or software and source code, enhancements, documents, and any and all works of authorship fixed in any tangible medium or expression, including but not limited to, 96 14 physical drawings or other data magnetically or otherwise recorded on computer media (“Intellectual Property”) prepared or develope d by or on behalf of Consultant under this Agreement as well as any other such Intellectual Property prepared or developed by or on behalf of Consultant under this Agreement. The Commission shall have and retain all right, title and interest in Intellectual Property developed or modified under this Agreement whether or not paid for wholly or in part by Commission, whether or not developed in conjunction with Consultant, and whether or not developed by Consultant. Consultant will execute separate written assignments of any and all rights to the above referenced Intellectual Property upon request of Commission. Consultant shall also be responsible to obtain in writing separate written assignments from any subcontractors or agents of Consultant of any and all right to the above referenced Intellectual Property. Should Consultant, either during or following termination of this Agreement, desire to use any of the above -referenced Intellectual Property, it shall first obtain the written approval of the Commission. All materials and documents which were developed or prepared by the Consultant for general use prior to the execution of this Agreement and which are not the copyright of any other party or publicly available and any other computer applications, shall continue to be the property of the Consultant. However, unless otherwise identified and stated prior to execution of this Agreement, Consultant represents and warrants that it has the right to grant the exclusive and perpetual license for all such I ntellectual Property as provided herein. Commission further is granted by Consultant a non-exclusive and perpetual license to copy, use, modify or sub-license any and all Intellectual Property otherwise owned by Consultant which is the basis or foundatio n for any derivative, collective, insurrectional, or supplemental work created under this Agreement. 25.3 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of Commission, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use Commission's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of Commission. 25.4 Infringement Indemnification. Consultant shall defend, indemnify and hold the Commission, its directors, officials, officers, employees, volunteers and agents 97 15 free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by Commission of the Documents & Data, including any method, process, product, or concept specified or depicted. 26. Indemnification. To the fullest extent permitted by law, Consultant shall defend, indemnify and hold Commission, Caltrans and their directors, officials, officers, employees, consultants, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage o r injury, in law or equity, to property or persons, including wrongful death, inverse condemnation, and any claims related to property acquisition and relocation rules or failure to detect or abate hazardous materials, which are brought by a third party, a nd which , in any manner arise out of or are incident to alleged negligent acts, omissions, or willful misconduct of Consultant, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance o f the Services, the Project or this Agreement, including without limitation the payment of consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against Commission, Caltrans, and their directors, officials, officers, employees, consultants, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against Commission, Caltrans or their directors, officials, officers, employees, consultants, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse Commission, Caltrans and their directors, officials, officers, employees, consultants, agents, and/or volunteers, for any and all legal expenses and costs, including reasonable attorney’s fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Commission, Caltrans or their directors, officials officers, employees, consultants, agents, or volunteers. Notwithstanding the foregoing, to the extent Consultant’s Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant’s obligations as set forth in this Section 29 shall survive expiration or termination of this Agreement. 27. Insurance. 27.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the Commission that it has secured all insurance required under this Section, in a form and with insurance companies acceptable to the Commission. In addition, Consultant shall not all ow any subcontractor to commence work on any subcontract until it has secured all insurance required under this Section. 27.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claim s for injuries to 98 16 persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontracto rs to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (a) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (b) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit. Limits may be achieved by any combination of primary and excess or umbrella liability insurance; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. Limits may be achieved by any combination of primary and excess or umbrella liability insurance; and (3) 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. 27.3 Professional Liability. Consultant shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. For Consultant, such insurance shall be in an amount not less than $1,000,000 per claim. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. Subconsultants of Consultant shall obtain such insurance in an amount not less than $2,000,000 per claim. Notwithstanding the foregoing, the Commission may consider written requests to lower or dispense with the errors and omissions liability insurance requirement contained in this Section for certain subconsultants of Consultant, on a case-by-case basis, depending on the nature and scope of the Services to be provided by the subconsultant. Approval of such request shall be in writing, signed by the Commission’s Contract Administrator. 27.4 Aircraft Liability Insurance. Prior to conducting any Services requiring use of aircraft, Consultant shall procure and maintain, or cause to be procured and maintained, aircraft liability insurance or equivalent form, with a single limit as shall be required by the Commission. Such insurance shall include coverage for owned, hired and 99 17 non-owned aircraft and passengers, and shall name, or be endorsed to name, the Commission, Caltrans and their directors, officials, officers, employees and agents as additional insureds with respect to the Services or operations performed by or on behalf of the Consultant. 27.5 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the Commission to add the following provisions to the insurance policies: (a) General Liability. (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 consultants coverage. (ii) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to this Agreement. (iii) The policy shall give the Commission, its directors, officials, officers, employees, and agents insured status using ISO endorsement forms 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (iv) The additional insured coverage under the policy shall be “primary and non-contributory” and will not seek contribution from the Commission’s or Caltrans’ 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, Caltrans and their directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the Commission, Caltrans and their directors, officials, officers, employees a nd agents, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, Caltrans and their directors, officials, officers, employees and agents shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way. (c) Workers’ Compensation and Employers Liability Coverage. (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self -insurance in accordance 100 18 with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) The insurer shall agree to waive all rights of subrogation against the Commission, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (d) All Coverages. (i) Defense costs shall be payable in addition to the limits set forth hereunder. (ii) Requirements of specific coverage or limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth herein shall be available to the Commission, Caltrans and their 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 l imits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. (iii) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the Commission (if agreed to in a written contract or agreement) before the Commission’s own insurance or self-insurance shall be called upon to protect it as a named insured. The umbrella/excess policy shall be provided on a “following form” basis with coverage at least a s broad as provided on the underlying policy(ies). (iv) Consultant shall provide the Commission at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) d ays prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the Commission at least ten (10) days prior to the effective date of cancellation or expiration. (v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the ef fective date of this Agreement; B) if the policy is 101 19 cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the Commission, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pu rsuant to this Agreement, including but not limited to, the provisions concerning indemnification. (vii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Commission has the right but not the duty to obtain the insurance it deems necessary and any premium paid by Commission will be promptly reimbursed by Consultant or Commission will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, Commission may cancel this Agreement. The Commission may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (viii) Neither the Commission nor any of its directors, officials, officers, employees or agents shall be personally responsible for any liability arising under or by virtue of this Agreement. 27.6 Deductibles and Self-Insurance Retentions. Any deductibles or self- insured retentions must be declared to and app roved by the Commission. If the Commission does not approve the deductibles or self -insured retentions as presented, Consultant shall guarantee that, at the option of the Commission, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Commission, its directors, officials, officers, employees and agents; or, (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expense. 27.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the Commission. 27.8 Verification of Coverage. Consultant shall furnish Commission with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the Commission. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the Commission before work commences. The Commission reserves the right to require complete, certified copies of all required insurance po licies, at any time. 27.9 Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the Commission that they have secured all insurance required under this Section. Policies of commercial general liability insurance 102 20 provided by such subcontractors or subconsultants shall be endorsed to name the Commission as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, the Commission may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 27.10 Other Insurance. At its option, the Commission may require such additional coverage(s), limits and/or the reduction of deductibles or retentions it considers reasonable and prudent based upon risk factors that may directly or indirectly impact the Project. In retaining this option Commission does not warrant Consultant’s insu rance program to be adequate. Consultant shall have the right to purchase insurance in addition to the insurance required in this Section. 28. Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. Pursuant to the authority contained in Section 591 of the Vehicle Code, the Commission has determined that the Project will contain areas that are open to public traffic. Consultant shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code. Consultant shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles. 29. Additional Work. Any work or activities that are in addition to, or otherwise outside of, the Services to be performed pursuant to this Agreemen t shall only be performed pursuant to a separate agreement between the parties. Notwithstanding the foregoing, the Commission’s Executive Director may make a change to the Agreement, other than a Cardinal Change. For purposes of this Agreement, a Cardina l Change is a change which is “outside the scope” of the Agreement; in other words, work which should not be regarded as having been fairly and reasonably within the contemplation of the parties when the Agreement was entered into. An example of a change which is not a Cardinal Change would be where, in a contract to construct a building there are many changes in the materials used, but the size and layout of the building remains the same. Cardinal Changes are not within the authority of this provision to order, and shall be processed by the Commission as “sole source” procurements according to applicable law, including the requirements of FTA Circular 4220.1F. 103 21 (a) In addition to the changes authorized above, a modification which is signed by Consultant and the Commission’s Executive Director, other than a Cardinal Change, may be made in order to: (1) make a negotiated equitable adjustment to the Agreement price, delivery schedule and other terms resulting from the issuance of a Change Order, (2) reflect definitive letter contracts, and (3) reflect other agreements of the parties modifying the terms of this Agreement (“Bilateral Contract Modification”). (b) Consultant shall not perform, nor be compensated for any change, without written authorization from the Commission’s Executive Director as set forth herein. In the event such a change authorization is not issued and signed by the Commission’s Executive Director, Consultant shall not provide such change. 30. Prohibited Interests. 30.1 Solicitation. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it a greed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the Commission shall have the right to rescind this Agreement without liability. 30.2 Commission Conflict of Interest. For the term of this Agreement, no member, officer or employee of the Commission, during the term of his o r her service with the Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 30.3 Conflict of Employment. Employment by the Consultant of personnel currently on the payroll of the Commission shall not be permitted in the performance of this Agreement, even though such employment may occur outside of the employee's regular working hours or on weekends, holidays or vacation time. Further, the employment by the Consultant of personnel who have been on the Commission payroll within one year prior to the date of execution of this Agreement, where this employment is caused by and or dependent upon the Consultant securing this or related Agreements with the Commission, is prohibited. 30.4 Covenant Against Contingent Fees. As required in connection with federal funding, the Consultant warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the Consultant, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Commission shall have the right to terminate this Agreement without liability pursuant to the terms 104 22 herein, or at its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 30.5 Rebates, Kickbacks or Other Unlawful Consideration . Consultant warrants that this Agreement was not obtained or secured through rebates kickbacks or other unlawful consideration, either promised or paid to any Commission employee. For breach or violation of this warranty, Commission shall have the right in its discretion; to terminate this Agreement without liability; to pay only for the value of the work actually performed; or to deduct from the Agreement price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration. 30.6 Covenant Against Expenditure of Commission, State or Federal Funds for Lobbying. The Consultant certifies that to the best of his/ her knowledge and belief no state, federal or local agency appropriated funds have been paid, or will be paid by or on behalf of the Consultant to any person for the purpose of influencing or attempting to influence an officer or employee of any state or federal agency; a Member of the State Legislature or United States Congress; an officer or employee of the Legislature or Congress; or any employee of a Member of the Legislature or Congress, in connection with the award of any state or federal contract, grant, loan, or cooperative agreement, or the extension, continuation, renewal, amendment, or modification of any state or federal contract, grant, loan, or cooperative agreement. (a) If any funds other than federal appropriated funds have been paid, or will be paid to any person for the purpose of influencing or attempting to influence an officer or employee of any federal agency; a Member of Congress; an officer or employee of Congress, or an employee of a Member of Congress; in co nnection with this Agreement, the Consultant shall complete and submit the attached Exhibit "G", Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with the attached instructions. (b) The Consultant's certification provided in this Sectio n is a material representation of fact upon which reliance was placed when this Agreement was entered into, and is a prerequisite for entering into this Agreement pursuant to Section 1352, Title 31, US. Code. Failure to comply with the restrictions on exp enditures, or the disclosure and certification requirements set forth in Section 1352, Title 31, US. Code may result in a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. (c) The Consultant also agrees by signing this Agreement that he/she shall require that the language set forth in this Section be included in all Consultant subcontracts which exceed $100,000, and that all such subcontractors shall certify and disclose accordingly. 30.7 Employment Adverse to the Commission. Consultant shall notify the Commission, and shall obtain the Commission’s written consent, prior to accepting work to 105 23 assist with or participate in a third-party lawsuit or other legal or administrative proceeding against the Commission during the term of this Agreement. 31. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, a ncestry, 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. 32. Right to Employ Other Consultants. Commission reserves the right to employ other consultants in connection with the Project. 33. Governing Law. This Agreement shall be governed by and construed with the laws of the State of California. Venue shall be in Riverside County. 34. Disputes; Attorneys' Fees. 34.1 Prior to commencing any action hereunder, the Parties shall attempt in good faith to resolve any dispute arising between them. The pendency of a dispute shall not excuse Consultant from full and timely performance of the Services. 34.2. If the Parties are unable to resolve a dispute after attempting in good faith to do so, the Parties may seek any other available remedy to resolve the dispute. If either Party commences an action against the other Party, either legal, administra tive or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party reasonable attorneys' fees and, all other costs of such actions. 35. Time of Essence. Time is of the essence for each and every provision of this Agreement. 36. Headings. Article and Section Headings, paragraph captions or marginal headings contained in this Agreement are for convenience only and shall have no effect in the construction or interpretation of any provision herein. 37. 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 106 24 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. 38. Conflicting Provisions. In the event that provisions of any attached exhibits conflict in any way with the provisions set forth in this Agreement, the language, terms and conditions contained in this Agreement shall control the actions and obligations of the Parties and the interpretation of the Parties' understanding concerning the performance of the Services. 39. Amendment or Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 40. Entire Agreement. This Agreement contains the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior negotiations, agreements or understandings. 41. Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdict ion, the remaining provisions shall continue in full force and effect. 42. Provisions Applicable When State Funds or Federal Funds Are Involved. When funding for the Services under a Task Order is provided, in whole or in part, from Caltrans, Consultant shall also fully and adequately comply with the provisions included in Exhibit “D” (California Department of Transportation requirements) attached hereto and incorporated herein by reference. When funding for the Services under a Task Order i s provided, in whole or in part, from the FTA, Consultant shall also fully and adequately comply with the provisions included in Exhibit “E” (FTA Requirements) attached hereto and incorporated herein by reference. 43. Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification and confidentiality obligations, shall survive any such expiration or termination. 44. No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 45. Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self - insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Servic es. 46. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 107 25 47. Subpoenas or Court Orders. Should Consultant receive a subpoena or court order related to this Agreement, the Services or the Project, Consultant shall immediately provide written notice of the subpoena or court order to the Commission. Consultant shall not respond to any such subpoena or court order until notice to the Commission is provided as required herein, and shall cooperate with the Commissi on in responding to the subpoena or court order. 48. Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein, without the prior written consent of the Commission. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 49. Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties, and shall not be assigned by Consultant without the prior written consent of Commission. 50. Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 51. No Waiver. Failure of Commission to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times. [SIGNATURES ON FOLLOWING PAGE] 108 26 SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT FOR STATE AND/OR FTA FUNDED ON-CALL MULTIMODAL RAIL/TRANSIT OPERATIONS CONSULTING SERVICES (NON A&E) IN WITNESS WHEREOF, this Agreement was executed on the date first written above. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: [INSERT NAME] Chair Approved as to Form: By: Best, Best & Krieger LLP General Counsel CONSULTANT [INSERT NAME OF CONSULTANT] By: Signature Name Title ATTEST: By: Its: __________________________ * 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 persons are not the intended signators, evidence of signature authority shall be provided to RCTC. 109 17336.00600\29816713.1 EXHIBIT "A" SCOPE OF SERVICES [___INSERT FROM RFP___] 110 17336.00600\29816713.1 EXHIBIT "B" SAMPLE TASK ORDER FORM Task Order No. _______ Contract: [INSERT NAME OF CONTRACT] Consultant: [INSERT NAME OF CONSULTANT] The Consultant is hereby authorized to perform the following work subject to the provisions of the Contract identified above: List funding sources: ______________ List any attachments: (Please provide if any.) Dollar Amount of Task Order: Not to exceed $_____,_____.00 Completion Date: _____________, 201__ The undersigned consultant hereby a grees 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 Consultant Dated: _________________ Dated: _________________ By: ________________________ By:________________________ 111 17336.00600\29816713.1 EXHIBIT “C” COMPENSATION AND PAYMENT [Consultant Rates to be Inserted] 112 17336.00600\29816713.1 EXHIBIT "D" CALTRANS REQUIREMENTS/ PROP 1 B PROVISIONS 1. STATEMENT OF COMPLIANCE. A. Consultant’s signature affixed herein shall constitute a certification under penalty of perjury under the laws of the State of California that Consultant has, unless exempt, complied with, the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103. B. During the performance of this Agreement, Consultant and its subconsultants shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Consultant and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Consultant and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated there under (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Contract by reference and made a part hereof as if set forth in full. Consultant and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. 2. DEBARMENT AND SUSPENSION CERTIFICATION A. Consultant’s signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that Consultant has complied with Title 2 CFR, Part 180, “OMB Guidelines to Agencies on Government wide Debarment and Suspension (nonprocurement)”, which certifies that he/she or any person associated therewith in the capacity of owner, partner, director, officer, or manager, is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years. Any exceptions to this certifica tion must be disclosed to Commission. 113 17336.00600\29816713.1 B. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining Consultant responsibility. Disclosures must indicate to whom exceptions apply, initiating agency, and dates of action. C. Exceptions to the Federal Government Excluded Parties List System maintained by the General Services Administration are to be determined by the Federal highway Administration. 3. PROMPT PAYMENT Consultant agrees to pay each subcontractor under this Agreement for satisfactory performance of its contract no later than 10 days from the receipt of each payment the Consultant receives from the Commission. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the Commission. 4. RELEASE OF RETAINAGE No retainage will be withheld by the Agency from progress payments due the prime consultant. Retainage by the prime consultant or subconsultants is prohibited, and no retainage will be held by the prime consultant from progress due subconsultants. Any violation of this provision shall subject the violating prime consultant or subconsultants to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business and Professions Code. This requirement shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available to the prime consultant or subconsultant in the event of a dispute involving late payment or nonpayment by the prime consultant or deficient subconsultant performance, or noncompliance by a subconsultant. This provision applies to Consultant and its subconsultants. 5. LEGAL REMEDIES In addition to those contract remedies set forth under relevant provisions of California law, either Party to this Agreement may, where applicable, seek legal redress for violations of this Agreement pursuant to the relevant provisions of 49 C.F.R. Parts 23 and 26, to the relevant federal or state statutory provisions governing civil rights violations, and to the relevant federal and state provisions governing false claims or “whistleblower” actions, as well as any and all other applicable federal and state provisions of law. The Consultant shall include a provision to this effect in each of its agreements with its subcontractors. 6. NATIONAL LABOR RELATIONS BOARD CERTIFICATION In accordance with Public Contract Code Section 10296, and by signing this Agreement, Consultant certifies under penalty of perjury th at no more than one final unappealable finding of contempt of court by a federal court has been issued against Consultant within 114 17336.00600\29816713.1 the immediately preceding two-year period, because of Consultant’s failure to comply with an order of a federal court that orders Consultant to comply with an order of the National Labor Relations Board. 7. EMPLOYMENT PROVISIONS To the extent applicable to the Services, Consultant shall comply with the following: A. Equal Employment Opportunity — Consultant must comply with Executive Order 11246 (3 CFR, 1964–1965 Comp., p. 339), “Equal Employment Opportunity,” as amended by Executive Order 11375 (3 CFR, 1966–1970 Comp., p. 684), “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and as supplemented by regulations at 41 CFR chapter 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” B. Copeland “Anti-Kickback” Act (18 U.S.C. 874 and 40 U.S.C. 276c) — Consultant must comply with the Copeland “Anti-Kickback” Act (18 U.S.C. 874), as supplemented by Department of Labor regulations (29 CFR Part 3, “Consultants and Subconsultants on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he is otherwise entitled. The Commission shall report all suspected or reported violations to the responsible DOE contracting officer. C. Contact Work Hours and Safety Standards Act (40 U.S.C. 327 –333) — Consultant must comply with Sections 102 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327–333), as supplemented by Department of Labor regulations (29 CFR Part 5). Under Section 102 of the Act, each Consultant is required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work i n excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than 11/2 times the basic rate of pay for all hours worked in excess of 40 hours in the work week. Section 107 of the Act is applicable to const ruction work and provides that no laborer or mechanic is required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. D. Davis-Bacon Act (40 U.S.C. 276a) — Consultant shall comply with the Davis-Bacon Act (40 U.S.C. 276a to 276a-7) as supplemented by Department of Labor regulations (29 CFR Part 5). 8. INVENTIONS. Rights to Inventions and Data Made Under a Contract or Agreement — Consultant shall comply with Federal requirements and regulations pertaining to patent rights with respect to any discovery or invention which arises or is developed in the course of or under the 115 17336.00600\29816713.1 Contract, and shall be in compliance with 10 CFR 600.325 and Appendix A —Patent and Data Rights to Subpart D, Part 600. 9. ENVIRONMENTAL COMPLIANCE A. Compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). (Contracts, subcontracts, and sub grants of amounts in excess of $100,000). B. Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871). C. Energy Policy and Conservation Act (Pub. L. 94 —163, 89 Stat. 871.) — Consultant shall comply with mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plan issued in compliance wit h the Energy Policy and Conservation Act (Pub. L. 94 –163, 89 Stat. 871), which are incorporated by reference in this Contract. (10 CFR 600.236(i)(13).) 116 17336.00600\29816713.1 EXHIBIT "E" FTA REQUIREMENTS [INSERT FROM RFP] 117 17336.00600\29816713.1 EXHIBIT “F” CERTIFICATE OF CONSULTANT I HEREBY CERTIFY that I am the _______________________ and duly authorized representative of the firm of _____________________________________ whose address is ____________________________________________________, and that, except as hereby expressly stated, neither I nor the above firm that I represent have: (a) employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above consultant) to solicit or secure this agreement; nor (b) agreed, as an express or implied condition for obtaining this Agreement, to employ or retain the services of any firm or person in connection with carrying out the agreement; nor (c) paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above consultant) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out this agreement. I acknowledge that this Certificate is to be made available to the California Department of Transportation (Caltrans) in connection with this agreement involving participation of Federal-aid Highway funds, and is subject to applicable State and Federal laws, both criminal and civil. By: ____________________________ Signature ____________________________ Name ____________________________ Title ____________________________ 118 17336.00600\29816713.1 EXHIBIT "G" DISCLOSURE OF LOBBYING ACTIVITIES [INSERT FROM RFP] 119 AGENDA ITEM 10 Agenda Item 10 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: August 28, 2017 TO: Western Riverside County Programs and Projects Committee FROM: Brenda Ramirez, Management Analyst Sheldon Peterson, Rail Manager THROUGH: Robert Yates, Multimodal Service Director SUBJECT: Overflow Parking Agreement – Riverside-Downtown Station STAFF RECOMMENDATION: This item is for the Committee to: 1) Approve Agreement No. 18-24-028-00 with the Virginia College, LLC for the parking license agreement of 47 parking spaces adjacent to the Riverside-Downtown Station for an initial one-year term in an amount not to exceed $6,000, with additional option years for FY 2018/19 and beyond upon mutual written agreement by both agencies in an amount not to exceed an annual 5 percent increase; 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. BACKGROUND INFORMATION: The Commission’s Riverside-Downtown Station is one of the busiest commuter rail stations in Riverside County. Owned and operated by the Commission, the station serves three Metrolink lines, one Amtrak route, and nine bus routes served by MegaBus, Omnitrans, Riverside Transit Agency (RTA), and SunLine Transit Agency. In addition, the station also serves as the Metrolink crew base and includes the Commission’s Riverside-Downtown Operations Control Center from where security guards monitor all Riverside County Metrolink stations via the closed circuit television camera surveillance system. In order to meet the growing demand for the station, the Commission has completed various upgrades and is planning additional projects at this station. Most recently the Projects Delivery Department started resealing the parking lot surface which covers over 900 parking spaces. Future projects include remodeling the current bus loop, ticket vending machine relocation, and pedestrian improvements. Such projects have impacts on the available parking lot spaces, that are already reaching capacity at peak service hours. At the request of the station maintenance staff, the Rail Department has been working with the adjacent parcel landowner, Brightwood College, which is owned by Virginia College LLC, in order to establish a parking license agreement 120 Agenda Item 10 that will provide the Commission permission to access its parking spaces as overflow parking for the station patrons during construction and special events, such as the Festival of Lights. The agreement before the Commission would provide access to 47 additional spaces at a fee of $500 per month. This is consistent with the typical rate of the local park and ride agreements. The funding for this agreement would be paid from the Commission’s rail maintenance budget on a month-to-month basis with a 5 percent increase each year until terminated by the Commission by written notification. The license fee is included in the FY 2017/18 budget and would not require a budget amendment. Financial Information In Fiscal Year Budget: Yes Year: FY 2017/18 Amount: $6,000 Source of Funds: Local Transportation Fund funds and Measure A Budget Adjustment: No GL/Project Accounting No.: 244001 81016 103 24 81002 Fiscal Procedures Approved: Date: 08/21/2017 Attachment: Draft Parking License Agreement 121 03955335.4 PARKING LICENSE AGREEMENT THIS PARKING LICENSE AGREEMENT (this “Agreement”) is made effective as of this ____ day of , 2017 (the “Effective Date”), by VIRGINIA COLLEGE, LLC, an Alabama limited liability company (the “Licensor”), having a notice address of 3660 Grandview Parkway, Suite 300, Birmingham, Alabama 35243, Attn: General Counsel’s Office – Roger Swartzwelder and Ben DeGweck, in favor of RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a California public agency (the “Licensee”), having a notice address of PO Box 12008, Riverside, California 92502, Attn: Sheldon Peterson (Rail Manager), with a copy to 4080 Lemon Street, 3 rd Floor, Riverside, California 92501, Attn: Sheldon Peterson (Rail Manager). W I T N E S S E T H: WHEREAS, Licensor has a leasehold interest in certain property located at 4040 Vine Street, Riverside, California 92501 (the “Property”). WHEREAS, Licensee owns and operates a commuter rail station, including related parking facilities, on certain property located adjacent to the Property (the “Adjacent Property”), and desires for its patrons to have the right to non-exclusively use a portion of the parking lot situated on the Property that is outlined in red on Exhibit A attached hereto (the “Permitted Parking Area”). NOW, THEREFORE, in consideration of the agreements herein contained and other good and valuable consideration, the parties hereto agree as follows: 1. License. Licensor hereby grants to Licensee and its patrons (collectively, the “Patrons”) a license (the “License”) to use the Permitted Parking Area on an unreserved, first-come, first-served basis, for the purpose of parking automobiles owned by the Patrons (the “Permitted Use”). The Permitted Parking Area includes forty seven (47) parking spaces, as generally shown in Exhibit A. Licensee covenants and agrees to pay Licensor the sum of Five Hundred and No/100 Dollars ($500.00) per calendar month (the “Fee”), in advance, on or before the first (1st) day of each month commencing on the Effective Date hereof and during the remainder of the Term (as hereinafter defined), as consideration for the License granted hereunder, subject to escalation as hereinafter provided. The Fee shall increase throughout the Term by five percent (5%) per annum on each anniversary of September 13, 2017. Installments of the Fee due for any period less than one (1) calendar month for which Licensee is obligated to pay the Fee shall be prorated on a per diem basis with respect to such fractional calendar month. 2. Use of the Parking Spaces. The use of the Permitted Parking Area is subject to any reasonable rules and regulations which may be adopted from time to time by Licensor or the owner of the Property (the “Owner”) and which shall be presented to Licensee in writing. 3. Duration. This Agreement and the rights of Licensee and any Patron to use the Permitted Parking Area shall commence on the Effective Date hereof and continue on a month-to-month basis until either party hereto provides written notice of termination at least thirty (30) days prior to the effective termination date (the “Term”), at which time Licensee shall return the Permitted Parking Area in the same condition as such Permitted Parking Area existed when it was delivered to Licensee, normal wear and tear excepted. Licensor shall further have the right to have any vehicle parked in the Permitted Parking Area towed away at Licensee’s expense if any vehicle owned by Licensee or any Patron remains within the Permitted Parking Area following the expiration of the Term. In no event shall the Te rm of this Agreement extend beyond the term of the Lease (as hereinafter defined). 122 03955335.4 4. Subordination. Notwithstanding the foregoing or anything to the contrary herein, this Agreement is subordinate in all respects to that certain Standard Multi -Tenant Office Lease – Gross dated October 18, 2004 (as amended and/or modified from time to time, the “Lease”) by and between CityWorks, LLC and Licensor, as successor in interest to Maric Learning Systems, and in the event the Lease or Licensor’s leasehold interest in the Property is terminated, this Agreement shall terminate and Licensee shall return the Permitted Parking Area to Licensor and/or the Owner in accordance with the terms hereof. 5. Insurance. Prior to any entry by Licensee or any of its Patrons onto the Permitted Parking Area, Licensee shall: a) procure and maintain throughout the Term a policy of commercial general liability insurance, issued by an insurer reasonably satisfactory to Licensor, covering Licensee’s and its Patrons’ use of the Permitted Parking Area, with a single limit of liability (per occurrence and aggregate) of not less than $2,000,000; b) if Licensee will use automobiles on the Permitted Parking Area, procure and maintain throughout the Term automobile liability insurance coverage for owned, non-owned, rented, and hired automobiles of Licensee with a limit of not less than $1,000,000.00 per accident; and c) deliver to Licensor a certificate of insurance evidencing that such insurance is in force and effect, and evidencing that Licensor has been named as additional insured thereunder. Such insurance shall be written on an “occurrence” basis, and shall be maintained in force until the expiration or earlier termination of this Agreement. 6. Indemnification. Licensee shall indemnify, defend and hold harmless Licensor and its officers, directors, members, partners, employees, agents, affiliates, successors, mortgagees, assigns, contractors and subtenants (collectively, the “Indemnified Parties”) from and against any and all claims made, suffered, or incurred, including without limitation reasonable attorneys’ fees, by Licensor or any other Indemnified Party arising out of or in connection with (i) Licensee’s or any Patron’s violation of, or Licensee’s or any Patron’s failure to comply with, the provisions of this Agreement or the Permitted Use, or (ii) any other activity conducted by Licensee or its Patrons in connection with this Agreement, including without limitation Licensee’s or its Patrons’ access to or use of the Permitted Parking Area or the exercise of Licensee’s or its Patrons’ rights under this Agreement. The foregoing shall not apply to the extent a claim arises out of or is in connection with the gross negligence or willful misconduct of Licensor. 7. Default. The happening of any one or more of the following listed events will constitute a default under this Agreement by Licensee: a) the failure of Licensee to pay any Fee or any other sums of money due hereunder within three (3) days after the date when due; or b) the failure of Licensee to comply with any non-monetary provision of this Agreement within five (5) days after written notice if such failure consists of something other than a failure to pay money, but if such failure cannot be cured within such five (5) day period and Licensee commences to cure the same within such five (5) day period and continues to use diligent efforts to cure such failure, then such five (5) day grace period will be extended for an additional fifteen (15) days, such that the maximum grace period is twenty (20) days. 123 03955335.4 Upon the occurrence of any default under this Agreement by Licensee, Licensor may cancel and terminate this Agreement and dispossess Licensee and any Patrons upon notice to Licensee. Upon termination, Licensor shall have the right to have any vehicle parked in the Permitted Parking Area towed away at Licensee’s expense if Licensee does not remove any vehicle within two (2) hours of receipt of the notice of termination. Licensee agrees that if damage occurs to any vehicle during towing, as authorized by this paragraph, such damage shall be deemed to be caused by Licensee’s default and not by the actions of Licensor, and Licensee shall be responsible for such damage. Licensee shall pay all attorneys’ fees and costs incurred by Licensor to enforce its rights under this Agreement prior to the initiation of any judicial or arbitration proceeding. All remedies of Licensor in the event of a Licensee default will be cumulative and, in addition, Licensor may pursue any other remedies permitted by law or in equity. 8. Miscellaneous. Licensor and Licensee further acknowledge and agree as follows: (a) any notice to be given hereunder shall be in writing and will be delivered in person or by certified or registered mail, return receipt requested, with sufficient postage prepaid, addressed as indicated above; (b) each party executing this Agreement represents and warrants that he or she is a party hereto, or an agent of a party hereto, duly authorized to execute this Agreement on behalf of such party and to bind that party to the performance of such party’s obligations hereunder; (c) Licensor will endeavor to obtain the authority or any necessary consent or approval from the Owner in order to grant the License pursuant to this Agreement; provided, however, if the Owner fails to consent to this Agreement within thirty (30) days after the Effective Date of this Agreement, either party may terminate this Agreement by giving notice to the other at any time thereafter, but before the Owner grants consent; (d) the captions of the paragraphs of this Agreement are for convenience only and are not intended to affect the interpretation or construction of the provisions herein contained; (e) Licensee may not assign this Agreement without the prior written consent of Licensor, which consent may be withheld in Licensor’s sole discretion; (f) this License shall be construed and governed by the laws of the State of California; (g) this instrument constitutes the entire agreement between Licensor and Licensee, and there are no agreements, und erstandings, warranties or representations between the parties except as set forth herein; (h) this Agreement cannot be amended except in writing executed by the parties; and (i) each party hereto acknowledges that it has read this Agreement and that its signature hereto signifies acceptance of each and every term hereof. The parties hereto further acknowledge and agree that this Agreement has been fully negotiated by both parties, is fair to both parties, and should not be construed against the draft or the party responsible for preparing this Agreement. 9. Attorney Fees. In any judicial or arbitration proceeding involving performance under this Agreement, or default or breach hereof, the prevailing party shall be entitled to its reasonable attorneys’ fees and costs. 10. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. [Remainder of Page Intentionally Left Blank] 124 03955335.4 IN WITNESS WHEREOF, this instrument has been executed effective as of the date first above written. LICENSOR: VIRGINIA COLLEGE, LLC, an Alabama limited liability company By: ________________________________ Name: ________________________________ Its: ________________________________ LICENSEE: RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a California public agency By: ________________________________ Name: ________________________________ Its: ________________________________ 125 03955335.4 EXHIBIT A (Permitted Parking Area) [Attached.] 126 AGENDA ITEM 11 Additions are noted by Bold Italics, Deletions are noted by St-Fi-ko+"Patig RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: August 28, 2017 TO: Western Riverside County Programs and Projects Committee . FROM: Michelle McCamish, Management Analyst Brian Cunanan, Commuter and Motorist Assistance Manager THROUGH: Robert Yates, Multimodal Services Director SUBJECT: Amendment to Freeway Service Patrol Agreement STAFF RECOMMENDATION: This item is for the Committee to: 1) Approve Agreement No. 14-45-009-07, Amendment No. 5 to Agreement No. 14-45-009-00, with Steve's Towing (Steve's) to provide Freeway Service Patrol (FSP) services on Beat Nos. 1 and 2, and State Route 91 Extended Services on Beat Nos. 1 and 2 through June 30, 2018, for an additional amount of $432,000 $332,000, for a total amount not to exceed $3,284,057 $3,184,057; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Forward to the Commission for final action. BACKGROUND INFORMATION: The Commission, acting in its capacity as the Service Authority for Freeway Emergencies (SAFE), is the principal agency in Riverside County, in partnership with Caltrans and the California Highway Patrol (CHP), managing the FSP program. The purpose of the FSP program is to provide continuously roving tow services patrol along designated freeway segments (referred to as beats) to relieve freeway congestion and facilitate the rapid removal of disabled vehicles and those involved in minor accidents on local freeways. Currently, the Commission contracts with three tow truck operators to provide service on a total of nine beats Monday through Friday during the peak commute hours, 5:30 a.m. to 8:30 a.m. and 2:30 p.m. (12:30 p.m. on Fridays) to 6:30 p.m. In addition to normal FSP service, construction FSP provides support for construction projects as a transportation mitigation strategy. In January 2015, the Commission entered into Agreement No. 14-45=009-00 with Steve's for 91 Project construction FSP support service and for Beat No. 25. This agreement was further amended, partially in response to another FSP operator's bankruptcy, to revise the agreement's scope to the 91 Project and for Beat Nos. 1 and 2 on the State Route 91. Ultimately, these amendments aligned both the regular FSP and construction FSP for the same segments of SR-91 under the same operator that provided operational advantages. Agenda Item 11 In March 2017, the Commission approved an amendment to Steve's Towing to extend its contract in an effort to align several beats to allow for the consolidation of FSP procurement cycles. Only one bidder, Pepe's Towing (Pepe's) responded to the request for proposals and was recommended for all four beats. However, during negotiations, Pepe's declined two of the four beats, State Route 91 Beats No. 1 and Beat No. 2 currently serviced by Steve's. DISCUSSION: Steve's agreement for service on SR-91 supporting regular FSP and extended FSP on Beat Nos. 1 2 is set to expire and exhaust the remaining contract balance on November 5, 2017. Total contract authorization is an amount not to exceed $2,852,057. In an effort to improve awareness and consideration from potential bidders, in partnership with the CHP and the San Bernardino County Transportation Authority, staff will be conducting enhanced outreach to eligible FSP operators in the fall. To allow time for this outreach, a new request for proposals will be released in December for Beat Nos. 1 and 2, with a new start date of July 1, 2018. Therefore, staff recommends the extension of Steve's current contract through June 30, 2018. The tow industry and the Commission's FSP providers have reported experiencing exponential increases in both their liability and workers' compensation insurance rates. They are also bracing for an increase in fuel costs that take effect in November 2017 due to SB 1, which was signed by the Governor in April. In order to help offset these unanticipated increases as well as the extension of the contract through the end of the fiscal year, Steve's requested an increase of $2.00 to its hourly rate. Staff also recommends an increase to Steve's hourly rate from $54.55 to $56.55, effective November 1, 2017. The extension of Steve's services to provide for continued regular FSP and extended FSP services on SR-91 through June 30, 2018, including the hourly rate increase, requires an increase in the agreement authorization for an additional amount of $432,000 $332,000, and atotal amount not to exceed $3,284,057 $3,184,057. The additional amount is included in the FY 2017/18 budget; therefore, a budget adjustment is not required. Financial Information In Fiscal Year Budget: Yes Year: FY 2017/18 Amount: $432,000 $332,000 State of California, SAFE funds, and Source of Funds: Mobile Source Air Pollution Reduction Budget Adjustment: No Review Committee funds GL/Project Accounting No.: 002173 81014 20145 81002 Fiscal Procedures Approved: � �.\10,14, Date: 08/21/2017 Attachments: Draft Steve's Towing Agreement No. 14-45-009-07 Agenda Item 11 Agreement No. 14-45-009-07 AMENDMENT NO. 5 TO RIVERSIDE COUNTY TRANSPORTATION COMMISSION, ACTING AS THE RIVERSIDE COUNTY SERVICE AUTHORITY FOR FREEWAY EMERGENCIES AMENDED AND RESTATED AGREEMENT FOR CONSTRUCTION FREEWAY SERVICE PATROL SERVICES FOR THE SR-91 CORRIDOR IMPROVEMENT PROJECT CONSTRUCTION (91 CIP BEAT No. 1 and No. 2) AND FOR FREEWAY SERVICE PATROL SERVICES FOR BEAT No. 1 (FORMERLY BEAT No. 25) WITH E&S TOWING ENTERPRISES, INC. dba STEVE’S TOWING 1. PARTIES AND DATE. 1.1 This Amendment No. 5 to the Amended and Restated Agreement for Construction Freeway Service Patrol Services is made and entered into as of ____________________ , 2017, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (“RCTC”), acting as the RIVERSIDE COUNTY SERVICE AUTHORITY FOR FREEWAY EMERGENCIES (“SAFE”), and E&S TOWING ENTERPRISES, INC. dba STEVE’S TOWING (referred to herein as “CONTRACTOR”). SAFE and CONTRACTOR are sometimes individually referred to herein as “Party” and collectively as “Parties”. 2. RECITALS. 2.1 WHEREAS, SAFE and the CONTRACTOR entered into those certain agreements for the provision of Construction Freeway Service Patrol Services for the State Route 91 (“SR-91”) Corridor Improvement Project (“SR-91 Project”), identified as Agreement Nos. 14-45-009-00 and 14-45-028-00 (the “Contracts”). 2.2 WHEREAS, as of January 22, 2015, SAFE and CONTRACTOR entered into that certain Amended and Restated Agreement No. 14 -45-009-01 to replace and supersede, in their entirety, the Contracts (the “Restated Agreement”). 2.3 WHEREAS, effective February 2, 2015, SAFE changed the beat specifications serviced by CONTRACTOR from Beat # 25 to Beat # 1 as set forth in Contract Change Order No. 1. 2.4 WHEREAS, SAFE and CONTRACTOR have entered into an Amendment No. 1 dated April 13, 2015 for the purpose of amending the Restated Agreement to include Beat # 7. 2.5 WHEREAS, as set forth in Contract Change Order No. 2, SAFE changed (a) the beat specifications serviced by CONTRACTOR from Beat # 7 to Beat # 2, effective as of August 1, 2015, (b) the construction hours serviced by 129 17336.0002A\29991073.2 2 CONTRACTOR, effective as of July 13, 2015, and (c) the beat limits serviced by CONTRACTOR, effective as of August 19, 2015. 2.6 WHEREAS, as part of its construction of the SR-91 Project, RCTC will conduct closures of the eastbound and/or westbound SR-91 and occasionally and temporarily increase FSP services provided for SR-91 and surrounding areas, including detour routes. 2.7 WHEREAS, SAFE and CONTRACTOR have entered into an Amendment No. 2 dated February 18, 2016 for the purpose of amending the Restated Agreement in order to provide additional FSP services, on a temporary basis, as further described therein. 2.8 WHEREAS, SAFE and CONTRACTOR have entered into an Amendment No. 3 dated February 9, 2017 for the purpose of amending the Restated Agreement in order to provide additional compensation for the continued provision of FSP services beyond the original anticipated completion date of the SR-91 Project, and to amend the termination date of the Restated Agreement to provide for a new termination date of September 30, 2017. 2.9 WHEREAS, SAFE and CONTRACTOR have entered into an Amendment No. 4 dated July 31, 2017 for the purpose of amending the Restated Agreement in order to amend the termination date of the Restated Agreement to provide for a new termination date of November 5, 2017, provide additional compensation, and to amend the service schedule for the continued provision of freeway service patrol services. 2.10 WHEREAS, SAFE and CONTRACTOR now desire to amend the Restated Agreement in order to amend the termination date of the Restated Agreement to provide for a new termination date of June 30, 2018, to increase the hourly rate of compensation and provide additional compensation for the continued provision of freeway service patrol services. 3. TERMS. 3.1 CONTRACTOR shall continue to provide the FSP services as required by SAFE in accordance with the terms and conditions of the Restated Agreement, as previously amended. 3.2 The term of the Restated Agreement, as set forth in Section 3.4 of the Restated Agreement, shall be amended to change the termination date from November 5, 2017 to June 30, 2018. 3.3 The hourly rate for its performance of the Services, as set forth in Section 3.17.3 of the Restated Agreement, shall be amended to change the rate from $54.55 per hour to $56.55 per hour. 130 17336.0002A\29991073.2 3 3.4 The maximum compensation for Services, as that term is defined in the Restated Agreement, through the new termination date of June 30, 2018, shall be Three Hundred Thirty-Two Thousand Dollars ($332,000.00). Effective, November 1, 2017, work shall be performed at the rates set forth in this Amendment. 3.5 The total not-to-exceed amount of the Restated Agreement, as amended by this Amendment No. 5, shall be increased from Two Million Eight Hundred Fifty-Two Thousand Fifty-Six Dollars and Sixty Cents ($2,852,056. 60) to Three Million One Hundred Eighty-Four Thousand Fifty-Six Dollars and Sixty Cents ($3,184,056.60). 3.6 Notwithstanding any terms or conditions in the Restated Agreement to the contrary, Services provided under this Amendment No. 5 by CONTRACTOR shall be performed and provided pursuant to and in accordance with the terms of the Restated Agreement, as previously amended and as amended by this Amendment No. 5. 3.7 Except as amended by this Amendment No. 5, all provisions of the Restated Agreement, as previously amended, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the Parties under this Amendment No. 5. 3.8 This Amendment shall be governed by the laws of the State of California. Venue shall be in Riverside County. 3.9 This Amendment may be signed in counterparts, each of which shall constitute an original. 131 17336.0002A\29991073.2 4 SIGNATURE PAGE TO AGREEMENT 14-45-009-07 IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 5 (AGREEMENT 14-45-009-07) as of the date first herein above written. RIVERSIDE COUNTY TRANSPORTATION E&S TOWING ENTERPRISES, INC., COMMISSION ACTING AS THE dba STEVE’S TOWING RIVERSIDE COUNTY SERVICE AUTHORITY FOR FREEWAY EMERGENCIES By: ________________________ By: ________________________ Anne Mayer, Executive Director Signature ________________________ Name ________________________ Title APPROVED AS TO FORM: Attest: By: ____________________________ By: ________________________ Best Best & Krieger LLP, Counsel to the Riverside County Its: Secretary Service Authority for Freeway Emergencies * 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 persons are not the intended signators, evidence of signature authority shall be provided to RCTC. 132 AGENDA ITEM 12 Agenda Item 12  RIVERSIDE COUNTY TRANSPORTATION COMMISSION  DATE: August 28, 2017  TO: Western Riverside County Programs and Projects Committee  FROM: Brian Cunanan, Commuter and Motorist Assistance Manager  THROUGH: Robert Yates, Multimodal Services Director  SUBJECT: Development and Implementation of an Ongoing Vanpool Subsidy Program    STAFF RECOMMENDATION:    This item is for the Committee to:    1) Approve the development and implementation of a Western Riverside County ongoing  vanpool subsidy program;   2) Approve an allocation for FY 2017/18 through FY 2019/20 in the amount of $3 million in  2009 Measure A Western County Commuter Assistance Program (CAP) funds for the  vanpool program initial three‐year development and implementation;  3) Approve Agreement No. 15‐41‐038‐03, Amendment No. 3 to Agreement No.   15‐41‐038‐00, with WSP USA, Inc. (WSP), for professional services for vanpool program  development and implementation, marketing plan development and program  outreach/advertising, and program staff support, for an additional amount of $947,647,  and a total amount not to exceed $7,382,976, and to extend the agreement for an  additional year through June 30, 2020;  4) Approve Agreement No. 14‐41‐156‐03, Amendment No. 3 to Agreement No.   14‐41‐156‐00, with Media Beef, Inc. (Media Beef) for programming enhancements and a  vanpool application, reporting, and database system within the IE Commuter website,  for an additional amount of $142,000, and a total amount not to exceed $1,274,300,  and to extend the agreement for an additional year through June 30, 2020;   5) Approve Agreement No. 08‐62‐005‐07, Amendment No. 7 to Agreement No.   08‐62‐005‐00, with TransTrack, for the development of a handshake from IE Commuter  to TransTrack for reporting purposes for the Commission’s ongoing vanpool subsidy  program as well as the SunLine Transit Agency (SunLine) program, for an additional  amount of $31,000, and a total amount not to exceed $557,000;   6) Approve Agreement No. 18‐41‐038‐00 with California Vanpool Authority (CalVans) to  administer a vanpool program for Western Riverside County in exchange for  Commission subsidies funded by the Measure A CAP;  7) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute  the agreements on behalf of the Commission;   8) Approve an adjustment to the FY 2017/18 commuter assistance budget in the amount  of $786,000, to increase expenditures for the vanpool subsidy program, including  SunLine National Transit Database (NTD) reporting; and  9) Forward to the Commission for final action.  133 Agenda Item 12  BACKGROUND INFORMATION:    A vanpool is a transit mode provided through a third‐party leasing agency’s seven to fifteen  passenger vans and large sport utility vehicles, dedicated to a ridesharing arrangement to and  from commuters’ worksites.  The driver and the vanpool’s passengers are volunteers and are  commuters traveling to and from their worksites. The Federal Transportation Administration  (FTA) considers vanpooling a public transportation mode when seven to fifteen passenger  vehicles are subsidized on an ongoing basis and meet certain FTA public transit requirements.  As a public transportation mode, FTA requires the reporting of vanpool ridership data into the  NTD, like other public transit modes.      The Los Angeles County Metropolitan Transportation Authority, Orange County Transportation  Authority, San Diego Association of Governments, SunLine, and the Victor Valley Transit  Authority (VVTA) all have ongoing vanpool subsidy programs that report into the NTD.  The San  Bernardino County Transportation Authority (SBCTA) is in the process of expanding the VVTA  program to the remainder of San Bernardino County and anticipates a program launch in late  FY 2017/18.      Based on the recent implementation of an ongoing vanpool subsidy program in Eastern  Riverside County provided by SunLine and other similar programs in place or under  development throughout Southern California, staff has conducted a study to determine the  feasibility and benefit of providing a similar ongoing vanpool subsidy to residents/commuters  throughout the remainder of the County (referred to as Western Riverside County).  Staff  initiated an analysis to examine the vanpool market potential, funding requirements, and  revenue potential from an ongoing vanpool subsidy program.  Based on this analysis, significant  air quality, mobility, and congestion reduction benefits exist in creating a vanpool program  throughout Western Riverside County.    Vanpooling is a transit alternative that generates additional revenue to a public agency, due to  the low agency subsidized costs and the resulting productivity.  Based on each sponsoring  agency’s program guidelines, on average Southern California vanpool occupancy is greater than  75 percent; daily one‐way commute miles average 50 miles and farebox recovery is over   70 percent.  Given that most vanpool passengers are former single occupant vehicle travelers,  vanpools result in significant regional benefits that include a reduction in traffic, improved air  quality, and less stress on the commuter.    Staff initiated a study to determine if there were opportunities to expand the program  throughout the remainder of the County. The effort was conducted by WSP through the  Commission’s CAP administration (IE Commuter) consulting contract.    134 Agenda Item 12  Study Findings     The study effort first analyzed the current vanpool market for the Commission’s service area.   An inventory was taken of existing leased vehicles, and discussions were held with major  employers that sponsor or coordinate vanpools.  The inventory and analysis identified an  existing vanpool market that is of sufficient magnitude for the Commission to jumpstart an  ongoing vanpool subsidy.  By the end of FY 2017/18, the program could grow to over 100  vanpools and by the end of the start‐up period in FY 2019/20 to 164 vanpools.  The initial  market is very similar in size to that of VVTA’s market when its program began in September  2012.  Today it has more than 200 enrolled vanpools.  The Western Riverside County vanpool  market is even more promising than that of the VVTA service area.  The population in this  service area is much greater than that of the VVTA population, and the employer/employee  market is much larger as well.  Based on the outreach and marketing approaches, as well as  strategies to convince employer‐owned vanpools to transition to a lease arrangement, the  initial market in Western Riverside County should only increase.      Based on the inventory analysis, a draft proposed implementation plan was developed to  address FTA requirements, impacts on the neighboring vanpool programs, and program design,  development, reporting, and funding.  The Vanpool Implementation Plan (Plan) attached  provides in detail the steps for development and implementation.  The Plan’s Exhibit A provides  a proposed multiyear program budget with sources and uses of funds and Exhibit B provides an  implementation schedule.    Funding Recommendations    Funding considerations were evaluated in the Plan, and staff considered all eligible funding  options for the startup period of program development and implementation (as described in  Section 7 of attachment 1).  During program development and implementation in FY 2017/18,  along with the subsequent two fiscal years of implementation, staff recommends the program  be funded by 2009 Measure A Western County CAP funding.  The anticipated expenditures to  develop and implement the program for the three‐year period will not exceed $3 million and  include costs for program development, program administration and consultant support,  development of an asset management system, marketing, and ongoing vanpool subsidies.     The proposed vanpool program is unique in that it has the ability to generate excess revenue  for the Commission.  It is anticipated that by the fourth fiscal year of the program, the FTA  Section 5307 funding returned to the program will be more than sufficient to sustain it on an  ongoing basis.  This assumes the expenditures incurred during the first fiscal year will be  returned to the Commission through FTA Section 5307 funding at a rate of $2 in funding  generated for every $1 invested into the program in year one.  The FTA Section 5307 funding  generated may be used for ongoing vanpool subsidies, staff administration, computer  hardware/software, asset management, marketing, and contract assistance.  When the FTA  Section 5307 funds are returned to the Commission, the Commission may choose to swap the  FTA Section 5307 funding for local funds (either internally or with a partner agency) to help  135 Agenda Item 12  fund the remainder of the ongoing program. Each year the excess FTA Section 5307 funds  generated could be utilized on other transit/rail programs.  It is projected the Commission will  recoup the $3 million in startup costs by the seventh year of operation, and thereafter, the  vanpool program will net an additional $1 million dollars in incremental revenue annually for  the Commission (Exhibit B of attachment 1).     Staffing and Resources    To properly administer, report, and provide fiscally‐sound oversight of an ongoing vanpool  subsidy program, and given the anticipated program participation, there is a need for dedicated  administrative support for the program.  This labor requirement is a greater need during the  first two fiscal years as the program is under development, tested, and implemented.  The Plan  recommends administrative support for the program to be facilitated through a mid‐ management level program consultant staff through the WSP IE Commuter contract.    The FTA allows for a dedicated staff person to charge 100 percent of his/her time to a capital  project.  Sister agency vanpool programs provide on average one full time equivalent staff for  every 150 vanpools.  However, due to how staff intends to manage the program (through a web  based, online application, reporting, and database system through IE Commuter), it is  anticipated that one vanpool administrator could manage 300 to 400 vanpools before adding  additional staff support.    The Commission benefits from Inland Empire agency vanpool program design and  development, since the WSP team has or is under contract to develop and guide the VVTA,  SBCTA, and SunLine vanpool programs.  As a result of these recent implementations and the  ability for the Commission to utilize materials, procedures, and other products developed by  these agencies, the Commission’s staff support will be minimal.  It is anticipated staff  involvement (aside from the contract‐staff position) during the implementation phase will  require each week, two to five hours of Commission staff time during the first year.  Beyond the  first year the staff requirement will decrease to 10 hours per month.      The Commission has existing contractual relationships with Media Beef (the IE Commuter  developer) and WSP (the IE Commuter program manager) with current contract authorizations  of $1,132,300 and $6,435,329, respectively.  Staff recommends the Commission amend these  agreements for several different program components.      WSP would provide administrative and consultant support for development and  implementation, as well as marketing and outreach assistance.  The additional cost for  such support for the initial startup period is $947,647, including a contingency amount  of $45,126, resulting in a total contract authorization of $7,382,976.  Additionally, the  agreement with WSP expires on June 30, 2019; therefore, staff also recommends a one‐ year extension through June 30, 2020; and      Media Beef will expand the IE Commuter website to provide an online system for  vanpool groups to apply to the program, for vanpool reporting, and ongoing database  136 Agenda Item 12  needs.  The additional cost for Media Beef services for the initial startup period is  $182,000; however, $40,000 was previously authorized by the Commission in March  2017 in connection with enhancements to the IE Commuter system and expanding to a  mobile application platform. Therefore, the additional authorization needed is  $142,000, resulting in a total contract authorization of $1,274,300.  Additionally, the  agreement with Media Beef expires on June 30, 2019; therefore, staff also recommends  a one‐year extension through June 30, 2020.      The IE Commuter system will also provide an upload, or handshake, to TransTrack, which is the  Commission’s existing NTD reporting system. The Commission has an agreement with  TransTrack for transit reporting services with a current total authorization of $526,000.  The  additional cost for a monthly upload of NTD and trip data from IE Commuter to TransTrack for  the Commission vanpool program is $11,000.  However, an additional $20,000 is needed for the  SunLine vanpool program and will be funded using Local Transportation Fund (LTF) funds.   Accordingly, the aggregate increased contract amount for TransTrack is $31,000, resulting in a  total TransTrack contract authorization of $557,000.      Scopes of work and cost estimates for these third‐party consulting efforts have been developed  and reviewed by staff in order to support these agreement amendments.  Other costs of  approximately $151,400 consist of miscellaneous Commission costs in the amount of $36,000  and contingency of $115,400.    Vanpool Subsidies    The final two necessary elements of program development and implementation involve the  third‐party leasing vendors and related subsidy costs funded by the Commission’s Measure A  CAP:    1) In May 2017, at the request of SunLine, the Commission took action to become a  member of CalVans. CalVans is a joint powers authority public entity created to provide  vanpools primarily to farm/agricultural workers in areas underserved by public transit.   CalVans has extensive experience in providing safe and reliable transportation to the  agricultural community.  CalVans currently operates in 13 California urbanized areas  (including Riverside County) and reports all statistics generated by those vanpools into  the NTD.  CalVans itself is not an FTA grant recipient; therefore, the CalVans vanpool  program statistics (which generate over $7 million a year in additional federal funding  state‐wide) are returned to the FTA Section 5307 recipients in the areas where CalVans  operates vanpools.     CalVans is structured in such a manner that CalVans recovers all incurred operating and  maintenance costs from the commuting employees and/or their employers.  CalVans  charges each vanpool based on per mile charges for the mileage the vanpool travels  each week.  The charge includes agency overhead and staff to manage the program, but  also includes the cost of the vehicles, insurance, maintenance, towing, and fuel.  CalVans  137 Agenda Item 12  does not require any direct reimbursement by its member agencies for the provision of  vanpools in their service areas.  Most CalVans member agencies incur very little  administrative burden or support needs for the CalVans implementation.    The WSP Team reached out to CalVans to inquire about the additional vanpools that  could be formed should the Commission provide an ongoing monthly subsidy to eligible  CalVans vanpools in the Western Riverside County area.  The Plan provides an estimate  of CalVans vanpool formation over the multiyear period, along with the annual  subsidies.  Therefore, to stimulate CalVans vanpool formation and to provide a valuable  vanpool service to underserved markets, staff recommends the Commission approve an  interagency agreement with CalVans to utilize Measure A CAP funds as subsidies for the  initial startup period of the CalVans vanpools.  The estimated subsidies for the CalVans  vanpools of $352,000 are expected to support 15 to 60 CalVans vanpools during the  startup period.     CalVans services are completely turnkey, in that CalVans provides the outreach and  coordination with the vanpool groups, reviews the applications, provides the vehicles,  maintenance, insurance, and fuel, and reports directly into the NTD.  CalVans will report  all Commission‐subsidized vanpools into the Riverside‐San Bernardino urbanized area,  and since CalVans is not an FTA recipient, all revenue generated as a result of the  CalVans vanpools will be returned to the Commission.    2) The traditional employer vanpools will be provided primarily through third‐party leasing  vendor(s), to be selected by the Commission through a request for proposal (RFP)  process. SBCTA and SunLine have recently completed leasing vendor procurements and  have selected the same leasing vendor to provide vanpool vehicles for their programs.   Given the recent RFP efforts by sister agencies, the Commission’s procurement process  is expected to be completed in a short timeframe and will result in the deployment of  over 100 vanpools by the end of FY 2017/18.  A recommendation for award of  agreement with a leasing vendor(s) will be presented to the Commission later this year.    These vanpools will apply to the IE Commuter online vanpool system and will report  their monthly statistics through IE Commuter.  Staff (through the WSP consultant staff)  will gather the monthly data, analyze and refine the data, and report into the NTD the  traditional employer vanpool statistics.  The Commission subsidies for the traditional  vanpools during the first three years are approximately $1,356,000.    Summary    Staff recommends approval of the program, funding, and agreements, so that an ongoing  vanpool subsidy program can be implemented to complement the other subsidy programs  throughout Southern California, and provide commute alternatives to residents and County  employees, all the while generating an additional and ongoing revenue stream for the  138 Agenda Item 12  Commission.  A summary of the ongoing vanpool subsidy program costs, including the SunLine  NTD reporting, for the initial startup period is presented as follows:    Work Element (Consultant) Startup Period Vanpool Lease Subsidies Subsidy of $400 per vanpool per month (Traditional and CalVans)1,708,000$           Software/Programming System development, maintenance, and enhancements (Media Beef)182,000$               Handshake to NTD reporting and license fee (TransTrack)31,000$                 Administration Development, implementation, marketing, and operations (WSP) 947,647$               Other Misc costs, printing, materials & RFP advertisement (RCTC) 36,000$                 Contingency Unforeseen expenses/increases above projected participation (TBD)115,353$               3,020,000$         The ongoing vanpool subsidy program was not included in the FY 2017/18 budget; accordingly,  staff recommends an increase in expenditures of $786,000 for the FY 2017/18 budget.  There is  sufficient available fund balance in the 2009 Measure A Western County CAP and LTF to fund  the FY 2017/18 costs related to the ongoing vanpool subsidy program, including the SunLine  NTD reporting.    Financial Information  In Fiscal Year Budget: No  N/A Year: FY 2017/18  FY 2018/19+ Amount: $   786,000  $2,234,000  Source of Funds: 2009 Measure A Western County  Commuter Assistance and LTF funds Budget Adjustment: Yes  N/A  GL/Project Accounting No.:  002187 65520 263 41 65520  $344,400 ($277,400 in FY 2017/18)  002187 73704 263 41 73704 $175,000 ($75,000 in FY 2017/18)  002187 81001 263 41 81001 $772,600 ($262,400 in FY 2017/18)  002187 81030 263 41 81002  $1,708,000 ($155,200 in FY 2017/18)  106 62 73301      $20,000 ($16,000 in FY 2017/18)  Fiscal Procedures Approved: Date: 08/21/2017    Attachments:   1) Vanpool Implementation Plan   2) Draft Scope of Work for WSP USA, Inc., Agreement No. 15‐41‐038‐03   3) Draft Scope of Work for Media Beef, Inc., Agreement No. 14‐41‐156‐03   4) Draft Scope of Work for TransTrack, Agreement No. 08‐62‐005‐07    5) Draft CalVans/RCTC Agreement for Vanpool Services, Agreement No. 18‐41‐038‐00  139 Task 4 RCTC Vanpool Implementation Plan FINAL.docx Page 1 of 20 MEMORANDUM DATE: August 14, 2017 TO: Brian Cunanan, Riverside County Transportation Commission (RCTC) FROM: Michelle Kirkhoff, MK Consulting LLC on behalf of the WSP Team RE: Memorandum on an RCTC Vanpool Program Implementation Plan, Multiyear Budget and Implementation Schedule This Memorandum provides the necessary steps, schedule and budget parameters for RCTC to develop and implement an ongoing vanpool subsidy program for the Western and Southern portions of the County that currently do not have an ongoing vanpool subsidy (“Service Area”). The Implementation Plan is based on analysis and results of a market assessment and vanpool inventory task, as well as direction from RCTC staff. The Memorandum is divided into the following topic-area sections: 1.Background and history of ongoing vanpool programs in Southern California; 2.Federal Transit Administration (FTA) and National Transit Database (NTD) requirements; 3.Lessons learned from other ongoing vanpool subsidy programs; 4.Impact of the Regional Memorandum of Understanding (MOU) for subsidizing agencies; 5.Program design and development; 6.Program reporting; 7.Program funding options; 8.CalVans subsidies; 9.Multiyear budget, including uses and sources of funds; 10.Section 5307 revenue projections; 11.Development activities and steps; and 12.Implementation schedule. Sections 1 through 7 provide an analysis of jumpstarting an ongoing vanpool subsidy program at traditional employment worksites. Given that RCTC has joined the California Vanpool Authority (CalVans - a joint powers authority public entity that provides vanpooling primarily to the agricultural market), Section 8 will address the potential for RCTC to subsidize CalVans vanpools that operate within the Service Area. The remaining sections will incorporate into each Section CalVans-related activities and impacts, where appropriate. 1.Background. A “vanpool” is a group of commuters who voluntarily participate in an arrangement to travel in a single van/vehicle, to and from work. The driver of the vanpool is not paid for driving and is an employee traveling to and from work like the other passengers. Vanpools are formed through a variety of methods but most often through the work-end where employees contact their human resources or an employee transportation ATTACHMENT 1 140 Task 4 RCTC Vanpool Implementation Plan FINAL.docx Page 2 of 20 coordinator (ETC) to assist in vanpool formation. Vanpools are a valuable alternative transportation mode for those employers that utilize the commute reduction option to comply with the South Coast Air Quality Management District’s Rule 2202, Most traditional employer vanpools formed in Riverside County are through a 3rd party leasing company; however, there are vanpool programs that encourage employer or employee-owned vans as well. In the 3rd party leasing arrangement, the cost of the van, maintenance and insurance is included in the monthly price charged to the vanpool leaseholder (“lease cost”). In addition to the monthly lease cost the participants (leaseholder, driver and passengers) share the out of pocket costs, such as fuel, tolls and car washes. Vanpools that are provided in partnership with a transit or transportation agency and provide an ongoing, monthly subsidy to reduce the lease/capital costs of the vehicle, may report their transportation data to the National Transit Database (NTD). The first agency in Southern California to create an ongoing subsidy program, was the San Diego Association of Governments (SANDAG) who began their program in 1996. The Orange County Transportation Authority (OCTA) and the Los Angeles County Metropolitan Transportation Authority (LACMTA) both started their ongoing vanpool subsidy programs in 2007. The Victor Valley Transit Authority (VVTA) was the first public agency in the Inland Empire to begin an ongoing vanpool subsidy program. The VVTA program began in 2012 and provides subsidies for the high desert portion of San Bernardino County (greater Victor Valley and Barstow areas). The San Bernardino County Transportation Authority (SBCTA) is developing a vanpool program for the remainder of San Bernardino County. In July 2017, the SunLine Transit Agency launched an ongoing vanpool subsidy program for Eastern Riverside County. These programs have established a subsidy amount of 50% of the monthly vanpool lease costs, not to exceed $400 a month. For decades, public agencies that subsidize ongoing vanpool programs have documented that two and a half years after they begin reporting their vanpool statistics into the NTD, they realize a minimum of $2 in additional Federal Transit Administration (FTA) Section 5307 funding for every $1 invested/expended towards the ongoing subsidy program. Some programs nationwide have claimed up to a 3:1 return in funding. Note that the Southern California ongoing vanpool programs permit vans that originate in the Inland Empire to join their programs if their worksite (termination point) is within their respective counties. The VVTA, SANDAG and OCTA programs are also subsidizing vanpools that originate in their areas but terminate in Riverside County. Thus, for years, some Riverside-destined vanpools have been subsidized by these other public agencies; however, as a result, the revenue generated has been returned to the subsidizing agencies and not back to Riverside County transit agencies. 2. FTA and NTD Requirements. The FTA Urbanized Area Assistance Program, Section 5307, provides funds for public transit in urbanized areas (UZAs), managed by the Southern 141 Task 4 RCTC Vanpool Implementation Plan FINAL.docx Page 3 of 20 California Association of Governments (SCAG) and RCTC. This formula grant program is used to support the development, maintenance and improvement of public transportation in areas with a population greater than 50,000. When reporting vanpool statistics into the NTD and by the primary UZA, the resulting formula earnings go to FTA-designated recipients within that UZA based on formulas using data filed with the NTD (how NTD data is compiled and transmitted to the FTA is discussed in detail below). Unless a vanpool program operator is a designated FTA recipient, or arranges a sharing agreement that meets federal requirements with a designated recipient, Section 5307 earnings would not flow directly to that vanpool program operator. How Section 5307 funds can be expended is based on FTA restrictions and can be found at this link. As mentioned above, the FTA collects uniform data through the NTD which is needed by the Secretary of Transportation to administer department programs (including, but not limited to Section 5307 funding). The NTD database consists of selected financial and operating data that describe mass transportation characteristics. Recipients of Section 5307 Urbanized Area Formula Program grants must submit a NTD report through the life of the grant and/or capital equipment obtained through the grant. Refer to Section 6 for additional information on the reporting requirements. 3. Lessons Learned. RCTC may take advantage of the other sister agency vanpool programs, as they have and continue to provide a wealth of experience in developing, implementing and operating vanpool programs. The recent inventory and market analysis of existing vanpools in the RCTC service area was beneficial to better understand the current and future market. RCTC may incorporate the following lessons learned as RCTC moves forward with vanpool implementation: a. The inventory and market analysis estimates that there will be 99 vanpools that may transition to the RCTC program upon launch. The RCTC vanpool market is even more promising than that of other Inland Empire areas, in that the RCTC residential service area is dense, the employer market is quite high and both markets should only increase over time. b. Staffing – recommend that RCTC provide sufficient, in house and contract mid- management level staffing with supervisory skills, analytical skills, ability to provide program checks and balances, the ability to handle the vanpool customers and a good understanding of the vanpool employee and employer market. Even though it is recommended that RCTC develop a “one-stop shopping” web-based application and reporting system that will reduce administrative requirements, such a system will not eliminate the need for qualified in-house and contract staff to manage the system and address the “human” side of the program. c. Customer Service – since vanpool groups may coordinate and report during non- traditional work hours, RCTC may consider providing expanded business hours’ and assistance through IE Commuter staff support. d. Marketing - the number of RCTC service area employers that participate in the federal Mass Transportation Benefits Program (MTBP, the monthly federal subsidy of $255 per 142 Task 4 RCTC Vanpool Implementation Plan FINAL.docx Page 4 of 20 month per employee) is approximately 45% of all employers that have leased vanpools. Although the MTBP program may complement an RCTC ongoing subsidy program, the MTBP subsidy can fluctuate from year to year (due to federal appropriation levels that may change annually). Because of the fluctuation, it is recommended that RCTC commit sufficient resources to develop a well-thought-out marketing plan and not rely on the MTBP subsidy to stimulate the vanpool market. Programs that do not implement robust marketing/outreach efforts have seen either no growth or a decline in vanpool participation beyond the first two years of the program. e. Networking – given the relationships developed through the IE Commuter rideshare program, recommend using this network to reach new vanpools and provide outreach to employers. This network will also assist in developing new meet-up locations for vanpools and analyze potential new Park and Ride lot locations. In addition, RCTC should continue to work with other stakeholders to coordinate and promote the program, such as other vanpool agencies, the Southern California Association of Governments (SCAG) and transit operators. f. Due to the large geographical area that the RCTC program covers, along with the historically long commute travel patterns, RCTC vanpools may travel through one or more of the seven Southern California UZAs. The online system developed to manage the vanpool program must accommodate these complexities, and provide the appropriate staff to account, manage, and report for the program. 4. Regional MOU. In 2007, Metro initiated the creation of a Regional Vanpool Memorandum of Understanding (MOU). The primary reasons for executing this MOU, included: a. For the implementing agencies (which have traditionally been the county transportation commissions or CTCs) to agree that any Section 5307 funding generated as a result of vanpool program reporting would be returned to the subsidizing agency that funded the vanpool program. b. When the MOU was executed, the FTA required that vanpool data be submitted into the NTD based on the miles attributed to each UZA that the vanpool traveled through. As a result, Section 5307 funding returned was allocated to the reported UZA and each subsidizing agency would see their Section 5307 funding generated by the vanpool programs, spread out among multiple UZAs. In the MOU, the CTCs agreed that the subsidizing agency would annually make a “grant request” to the UZA where funding was allocated, to transfer the funds from the UZA recipient to the subsidizing agencies’ primary UZA for their use. Subsequent to when the CTCs executed the MOU, FTA changed how the reporting agencies are to report the data attributed to each vanpool by UZAs. Subsidizing agencies now report all vanpool data into the agencies’ primary UZA (which is designated by FTA based on the agencies’ service area), therefore no longer needing the grant request from one UZA to another. c. The CTCs agreed to only provide vanpool services within their own planning boundaries. Because vanpool groups often travel through multiple counties during their commute, where a vanpool’s home end (origination) may start in one county and the worksite 143 Task 4 RCTC Vanpool Implementation Plan FINAL.docx Page 5 of 20 (destination) may end in another county, the CTC staff who developed the MOU believed it was necessary to address which vanpool subsidy program these cross-county vanpools would apply to. As a result, the CTC staff came to an “understanding” which was not incorporated into this MOU. The “understanding” was that each CTC would market to and enroll vanpools whose work site (vanpool destination) is located within each CTC’s planning boundaries. For example, for a vanpool originating in Santa Ana (Orange County) and whose work site or destination of the vanpool each day is in the City of Los Angeles, this vanpool would apply to the LA Metro vanpool subsidy program (and not the OCTA vanpool program). Since the CTCs also provide rideshare outreach services directly to employer work sites within their planning boundaries, this “understanding” made sense at the time so that employers would not have to work with multiple vanpool agencies when coordinating their vanpool programs with their employees. As the CTC rideshare outreach staff work with employers within their respective county, providing rideshare outreach materials and rideshare surveying support, the CTC staff would also provide vanpool application process and outreach materials as well. Based on this “understanding” (which again, is not articulated in the MOU), the subsidizing CTC would only sign up vanpools that terminate and are employed at worksites within their respective counties. At the time the MOU was developed, RCTC was not a FTA-designated recipient and did not have immediate plans to implement an ongoing vanpool subsidy program. Therefore, the terms and conditions of the MOU as well as the “understanding” seemed reasonable. Note that the Ventura County Transportation Commission (VCTC) and SANDAG declined to sign the MOU. During conversations in those early years, both SANDAG and VCTC did not agree to the “grant requests” made by the other CTCs as a result of the vanpool funding. For the most part, the vanpool agencies have adhered to the MOU and the destination- based “understanding” with the following caveats: a. In 2011, OCTA contacted RCTC and disclosed that until such time RCTC develops their own vanpool subsidy program, OCTA would outreach to and fund vanpools that originate in Orange County and whose work destinations terminate in Riverside County. Recently OCTA recognized this understanding and agreed to transition over OCTA-subsidized vanpools that terminate in the RCTC service area should RCTC launch an ongoing vanpool subsidy program. b. This topic was brought up during a recent meeting of regional rideshare staff, and the CTC staff present agreed to continue to adhere to the “understanding” (including Metro and SANDAG, although it is unknown if they have any vanpools that terminate in the RCTC service area). c. Based on the inventory information gathered from a vanpool leasing vendor, it appears that VVTA has two vanpools that terminate in the RCTC service area. Since VVTA was not a signatory to the regional MOU, it is encouraged that upon vanpool program launch, RCTC contact VVTA directly to request transition of their vanpools to the RCTC program. d. Both SunLine and SBCTA have agreed that should their programs begin before the RCTC vanpool program, that they may choose to fund vanpools that originate in their service 144 Task 4 RCTC Vanpool Implementation Plan FINAL.docx Page 6 of 20 areas and terminate in the RCTC service area, with the vanpools transitioning to RCTC when RCTC launches their program. 5. Program Design and Development. The WSP consulting team has been contracted to develop several vanpool program feasibility studies, program development and implementation, and recommends that RCTC follow closely the program parameters and guidelines established by neighboring sister vanpool agencies. Through these work efforts, WSP has contacted neighboring vanpool programs to review their program policies and guidelines and to discuss “lessons learned” and manners in which to improve the vanpool development and implementation process. The initial VVTA/SBCTA vanpool program development incorporated policies and guidelines based primarily on the Metro’s vanpool program policies and guidelines. The types of documents and work products developed by neighboring sister vanpool agencies, and recommended to be adopted by RCTC, include the following: a. FTA form requesting approval to begin a vanpool program (an FTA requirement before an NTD reporter can begin to enter vanpool data into the NTD), b. Program Guidelines, c. Participation Agreement, d. Website copy and materials, including website terms and conditions, e. Frequently Asked Questions (FAQs) for interested participants, f. Vanpool Application Step-By-Step Guide, g. Frequently Asked Questions (FAQs), h. Step-By-Step Guide to apply to the program, i. A Guide for program reporting, j. Leasing agency pricing matrices, k. Program brochure, l. Flyers and postcards for cars at park-and-ride lots, m. One page fact sheet, n. Employer PowerPoint Presentation, o. Standard Operating Procedures and work flow, p. NTD reporting work flow/roles and responsibilities, and q. Procurement information, including Requests for Proposal (RFP), contract and procurement documents, for services such as vanpool leasing vendors, on-line system developers, and marketing consultants. 6. Program Reporting. In addition to any RCTC-required reports, ongoing program reporting requirements involve monthly and annual NTD reports. Information about the NTD and reporting requirements are found at this website, and in general, involve these reports: a. Monthly NTD Reporting for UZAs. An NTD direct reporter must enter the following program data points for the month period: unlinked passenger trips, vehicle revenue hours, vehicle revenue miles and vehicles operated in maximum service (VOMS). 145 Task 4 RCTC Vanpool Implementation Plan FINAL.docx Page 7 of 20 This data must be entered into the NTD system by the last day of the month that follows the month reporting period. b. Annual NTD Vanpool Reporting for UZAs. The annual NTD reporting is much more complicated than the monthly NTD report submittal. The annual reporting involves compiling and entering data into a variety of online forms, including, but not limited to: identifying all UZAs impacted by vanpool service/travel, maximum VOMS and number of vehicles by class/specifications, total operating expenses, farebox revenue, vendor expenses, passenger miles, unlinked passenger trips and revenue hours by weekday, Saturday and Sunday periods, mechanical and other failures and fuel consumption. c. IAS-FFA Audit. As soon as the vanpool program exceeds 100 vanpools, an additional audit requirement is triggered and another form must be entered into the annual NTD reporting. This annual audit is called an independent auditor statement for federal funding allocation data (IAS-FFA). FTA provides information as to when the annual reports are due, and based on a variety of factors these reports are due anytime from mid-August through the end of October. The data required for monthly and annual NTD reporting, will be gathered utilizing these tracking mechanisms: a. The Online System. When a leaseholder applies to the online system and is ultimately approved to participate, he/she enters in the application portion specific pickup and drop off location on the vanpool’s driver and every passenger. The leaseholder is responsible for updating this information and ensuring its accuracy. By the 6th of the following month, the vanpool leaseholder must log onto the online system and identify which of their passengers commuted to and from work each day. As a result, the online system can compile vehicle miles, passenger miles and total hours the vanpool traveled. Also at month’s end the leaseholder identifies all out-of-pocket costs for the vanpool, such as fuel, tolls, parking, car washes and lubricants, as well as the ending odometer reading of the van. At the time of the application approval, the vanpool’s leasing company representative will provide specific data into the online system, including, but not limited to: date the lease was signed, the vehicle odometer reading at the time of lease, van make/model/year, van ID, maximum miles permitted in the lease, if there are any Americans with Disabilities Act features, the monthly lease costs and a PDF copy of the lease. Upon vanpool approval, the subsidizing agency enters the monthly subsidy amount as well. The online system has “canned” reports which can be extracted by month or by period. Once all of the monthly participants’ logs are inputted and finalized, the subsidizing agency uploads the data directly to TransTrack for additional NTD verification and reporting. All online reports can be saved and uploaded as a common separated value (.csv) file format, which can easily be saved in Microsoft Excel format. b. TransTrack. RCTC requires all Riverside County transit operators to utilize TransTrack software for transit data compilation, performance reporting and NTD reporting. 146 Task 4 RCTC Vanpool Implementation Plan FINAL.docx Page 8 of 20 Data is gathered from a variety of sources and the TransTrack software compiles the data directly into the required NTD reporting format. Due to the recent launch of the SunLine vanpool program, RCTC has added the TransTrack vanpool module to the suite of modules already provided by TransTrack to the county’s transit operators. When RCTC launches their vanpool program it is recommended that the TransTrack agreement be modified again to incorporate an automated “handshake” between the RCTC online system and TransTrack. The “handshake” is initiated by staff within the online system, and certain data is uploaded directly into TransTrack to complete monthly NTD reporting requirements. 7. Program Funding Options. The good news about an ongoing vanpool subsidy program is that funding alternatives need only be considered for the start-up/development activities for the first three years of program operations. Beyond that timeframe, the program will generate sufficient FTA Section 5307 funding to become self-sustaining (refer to Section 10 below). In analyzing the funding sources available to RCTC for vanpool program startup, the following funding categories were considered: a. FTA Formula Funding: The bulk of formula FTA funds allocated to Riverside County, are returned directly to the transit operator that generates the funding. In recent years, the Job Access Reverse Commute Funding Program (JARC - FTA Section 5316 authorized under Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users or SAFETEA-LU) was a viable source of start-up funding for ongoing vanpool programs. However, all JARC funds allocated to Riverside County have been programmed and there are no available funds for this effort. b. FTA Discretionary Funding: The 2011 FTA Livability grant was the primary source of funding to jumpstart the VVTA vanpool program, and was a one-time discretionary grant. Based on review of the FTA website as well as discussions with RCTC legislative staff, there are no plans for FTA to release a similar discretionary funding program in the near future. There may be future state or federal discretionary programs that may be appropriate for RCTC to apply to; however, should a federal or state discretionary funding program be released, the opportunity may not fit into the RCTC timeline for program development or launch. c. Federal Congestion Mitigation and Air Quality Funding (CMAQ): Overseen by the Federal Highway Administration (FHWA) and authorized under past and current federal Transportation Acts, CMAQ provides a flexible funding source to State and local governments for transportation projects and programs to help meet the requirements of the Federal Clean Air Act. CMAQ must be used to reduce congestion and improve air quality for areas that are classified as nonattainment. Funds are allocated directly to RCTC through the State of California. Another benefit in utilizing CMAQ funding for startup costs is that RCTC could utilize 100% of the Federal share towards vanpool program expenditures. In addition, the subsidy for the leases may be funded by CMAQ in perpetuity; however, the administrative and operating costs are limited to a three to five-year startup limitation. The downside of this funding source is the timing required to allocate, authorize and apply for the 147 Task 4 RCTC Vanpool Implementation Plan FINAL.docx Page 9 of 20 funding prior to expenditures. Upon RCTC Board approval, staff would request an amendment into the Transportation Improvement Program (TIP - overseen by SCAG), and upon inclusion in the Federal TIP RCTC would then request a transfer of funding from the FHWA to the FTA. Once the transfer is complete, then RCTC would need to apply and submit paperwork to begin to submit requests for CMAQ reimbursement. Based on the TIP approval cycles, this process could take one to two years to complete. d. Local and State External Funding Sources: In discussions with funding agencies and staff that assist in these funding efforts (such as the Mobile Source Air Pollution Reduction Review Committee), there are no near-term plans to release a call for projects that could assist in funding the start-up of this expanded vanpool program. e. Internal Funding Sources: RCTC has two other viable funding sources that may be considered during program start-up. Based on discussions with RCTC staff, although these funding sources are eligible to use for startup costs, these sources are programmed out in the near term and not viable for this purpose. These sources include: i. Local Transportation Fund (LTF). Part of the Transportation Development Act (TDA), LTF is generated from a ¼ cent of the general sales tax collected statewide. Administered and programmed by RCTC each year, there is a portion of funds set aside for transit Planning and Administration as well as LTF funds allocated directly to transit operators. ii. State Transit Assistance (STA). This source of funding is also part of the TDA and is derived from the statewide sales tax on gasoline and diesel fuel. STA is administered and programmed by RCTC each year for use by county transit operators. STA may only be used for transportation planning and mass transportation purposes. f. Measure A Commuter Assistance Program (CAP) Funding. RCTC’s past and current Measure A set aside a portion of funding for CAP programs, of which an ongoing vanpool program is an eligible expense. Based on the available sources of funding, as well as discussions with RCTC staff, it is recommended that the start-up funding source be Measure A’s CAP funding. In addition, should any federal funding sources be used to jumpstart the program, the vanpool program would have to adhere to federal requirements. Of the various federal requirements, the Buy America requirements are very strict and result in issues with van/vehicle availability. Therefore, the use of Measure A to jumpstart the vanpool program during the first years of development and implementation is a benefit in that there will be less administrative requirements and improved vehicle offerings to the vanpool market. Please refer to Exhibit A which summarizes the sources and uses of funding for this proposed program. 8. CalVans Subsidies. The California Vanpool Authority (known as CalVans) was created to provide vanpools primarily to farm/agricultural workers in areas underserved by public 148 Task 4 RCTC Vanpool Implementation Plan FINAL.docx Page 10 of 20 transit. CalVans has extensive experience in providing safe and reliable transportation to the agricultural community. CalVans currently operates in 13 California urbanized areas (including Riverside County) and reports all statistics generated by those vanpools into the NTD. CalVans itself is not an FTA grant recipient; therefore, the CalVans vanpool program statistics (which generate over $7 million a year in additional federal funding) are returned to the FTA Section 5307 recipients in the areas where CalVans operates vanpools. CalVans is structured in such a manner that CalVans recovers all incurred operating and maintenance costs from the commuting employees and/or their employers. CalVans charges each vanpool based on per mile charge the vanpool travels each week. The charge includes agency overhead and staff to manage the program, but also includes the cost of the vehicles, insurance, maintenance, towing and fuel. CalVans does not require any direct reimbursement by its member agencies for the provision of vanpools in their service areas. In addition, most CalVans member-agencies provide very little activity or support towards CalVans implementation. The WSP Team reached out to CalVans to inquire about the additional vanpools that could be formed should RCTC provide an ongoing monthly subsidy to eligible CalVans vanpools. Now that RCTC joined the CalVans Board in June 2017, CalVans has begun to consider how to “sell” their services and promote vanpooling to the farmers/growers in the RCTC service area. Although a rough estimate, CalVans believes that 15 vanpools could be formed during fiscal year (FY) 2017-18, double in year 2 and double again in year 3, and experience nominal growth thereafter. Since the CalVans market share would be quite small when compared to the traditional employer market, these assumptions were incorporated into the multiyear budget in Section 9. The activities to create an MOU with CalVans to provide the subsidy, as well as any other CalVans-related activities, have been incorporated into Sections 10, 11 and 12 where appropriate. 9. Multiyear Budget. Refer to Exhibit A, which contains an eight-year budget. The first FY includes costs to plan, develop and prepare for program implementation, with the program launch in February of 2018. The first year plus the following two FYs are the initial implementation phases and are funded through RCTC’s Measure A CAP funding. The first three years of development and implementation should not exceed $3 million in costs, including vanpool subsidies and all program setup and administration costs. Although CAP funding has been used primarily to support the rideshare program and incentives/rewards for Riverside County residents, the CAP support to the vanpool program will also include non-residents that begin their commute outside of Riverside county but terminate at a worksite in the County. The next five budget FYs are anticipated to be funded through Federal Transit Administration (FTA) Section 5307 revenue generated from year one of program launch and each year 149 Task 4 RCTC Vanpool Implementation Plan FINAL.docx Page 11 of 20 thereafter. Therefore, costs expended in year 1 (FY 2017-18) will result in a 2:1 FTA Section 5307 revenue generation in year 4 of the program (FY 2020-21). With the FTA Section 5307 revenue generated from the program, RCTC may choose to utilize this funding source for program continuation, or RCTC may prefer to “swap” the FTA Section 5307 with local revenue (so as not to have to comply with federal requirements). Refer to Section 10 below where this funding “swap” approach is discussed in detail. There are several external factors/variables that have an impact on the market projections, as well as the programs sources and uses of funding: a. Economic Conditions. Southern California continues to recover from the 2008 economic downturn. With continued recovery, there will be new employment opportunities and job growth from new employers/business centers. Should the pattern of development of affordable homes continue to be farther away from the job centers, the vanpool market may exceed the projections in the multiyear budget. It is also anticipated that new employers may move or jumpstart new worksites in the “land rich” Inland Empire. One known impact will occur in 2019 when the California Air Resources Board (CARB) will move its primary worksite for its 300 plus employees to a location near the University of California at Riverside (UCR). CARB staff have spoken with IE Commuter staff about vanpool opportunities to assist the CARB workforce with their commute to the new Riverside location. Since it is difficult to anticipate or quantify the impact of a continued positive economy on the vanpool program, the projected vanpools the multiyear budget is based upon existing and known conditions. Should the number of vanpools in the program grow beyond expectations, this is an excellent problem to have; however, this “problem” may result in a request to the RCTC Board to increase the vanpool subsidy budget, which would be compensated by future increases in return FTA 5307 funds generated by the program. b. The Federal MTBP. The current monthly subsidy for federal employees is at $255 per month and is provided in the RCTC service area primarily to military employees. In the past, as the MTBP subsidy increases or decreases based on annual federal government appropriations, there is an impact to vanpools both positive and negative. Although the initial market identified demonstrated that the number of vanpools receiving this subsidy in the expanded regional program area is moderate (45% of all leased vanpools), any change to the subsidy may impact existing and future vanpools, both up and down. c. Changes to FTA Section 5307 Funding Levels. Given the significant changes to leadership at the federal level in Washington D.C., it is possible that there may be changes to the amount of funding allocated and appropriated to the FTA Section 5307 program. Even though Section 5307 funding levels are determined based on multiyear federal Appropriations Acts, the specific amount of funding allocated in each appropriation year is determined on a year by year basis. It is difficult to anticipate what changes may come, therefore it is recommended that RCTC remain creative and flexible in the funding and maintenance of the vanpool program. 150 Task 4 RCTC Vanpool Implementation Plan FINAL.docx Page 12 of 20 d. Partnership with other Vanpool Agencies. As other area vanpool programs launch and fine tune their programs, there may be opportunities to partner and share administrative costs, as well as application, reporting and database system costs. e. Marketing. Vanpools are like any other business, in that when the customer base begins to slow or decline the program must invest in marketing and outreach efforts. The program budget and resulting vanpool projections take this into account; however, based on other external factors the resulting number of subsidized vanpools may be up or down. 10. Section 5307 Revenue Projections. As mentioned in Section 9 above, beginning in year 4 it is anticipated that the program will transition funding from Measure A CAP to FTA’s Section 5307 funding, generated by the vanpool program in the first year of implementation. The assumptions in the budget estimate a conservative 2:1 return on expenditures, in that for every $1 invested in the vanpool program during year 1, RCTC may anticipate a minimum return of $2 in FTA Section 5307 funding in year 4. For example, as a result of statistics generated from the program in the first year of implementation (FY 2017-18), RCTC will submit the National Transit Database (NTD) annual report to the FTA in the fall of 2018. FTA will take calendar year 2019 to verify data, resolve issues and gather other statistical information used to create the funding allocations. During the spring of 2020, FTA will release Section 5307 allocation distributions attributed to each FTA transit agency recipient based on NTD data submitted from the fall of 2018 for transit activities which occurred in FY 2017-18. Because of the FTA Section 5307 revenue generated, the FTA funding may be budgeted and used by the vanpool program beginning in FY 2020-21. Refer to Exhibit A which summarizes the uses and sources of funding for the proposed ongoing vanpool subsidy program. Exhibit A also identifies a preliminary cycle for infusion of FTA Section 5307 funding. Please refer to the bottom of the Exhibit which demonstrates an excess of FTA funding generated resulting from the vanpool program and based on the assumptions contained in this Memorandum. The excess Section 5307 funds may be used to market and further expand the vanpool program, and/or may be allocated to other transit programs for additional transit needs and/or one-time programs or projects. Be aware that the CalVans revenue impact has been separated out from the traditional employer market impact. The reason is that when CalVans reports into the NTD, CalVans reports only CalVans-related costs, and CalVans does not gather nor report other costs which may have been expended by CalVans member agencies. Since there are no vanpools implemented in the RCTC service area, it is unknown which UZAs those vanpools will report into, but most likely it will be a UZA other than the Riverside-San Bernardino UZA. No matter which UZA CalVans will report RCTC service area vanpools into, all costs attributed to the program will be borne by CalVans and reported into the NTD by CalVans, not RCTC. 151 Task 4 RCTC Vanpool Implementation Plan FINAL.docx Page 13 of 20 When discussing ongoing vanpool funding strategies as a result of the Section 5307 revenue generated, one funding strategy RCTC may consider is a funding “swap”. Although anticipated future Section 5307 funding is sufficient to fund future phases of the vanpool program, RCTC may consider “swapping” some or all of the Section 5307 funds with RCTC- eligible local funds, as done by many of the neighboring sister vanpool agencies. The reason why many agencies swap their Section 5307 vanpool-generated funds for local funds, is due to the ongoing demand and priority to place FTA funds on large-scale transit capital projects. This is a common federal funding grantee strategy, to place the more stringent, restrictive federal funds on large scale projects and not to divide them up among smaller projects (which then every project must be federalized, tracked and reported on). Based on a review of available funding sources, the Section 5307 funds could be “swapped” with RCTC Measure A or LTF revenue. Another benefit to a “swap” would be so that the vanpool program does not have to comply with all the stringent federal requirements (in particular, Buy America and the federal procurement requirements). How RCTC utilizes the FTA Section 5307 revenue generated from this program will be determined by RCTC based on actual allocations, county-wide transit agency needs and other funding restrictions, at the time of budget preparation and funding allocation. 11. Development Activities and Steps. The following is a summary of administrative responsibilities which have been grouped into programmatic areas and needs. In general, the tasks are sequential unless called out specifically to be developed/implemented out of order. Note that per RCTC direction, the primary development and implementation work effort will be conducted by contract staff and/or consultants. I. Development Phase: a. Kick Off Meeting: Given the aggressive project timeline as well as the multiple consultants involved in program development, as soon as the consultant contracts are amended and a notice to proceed is issued, the team should meet to confirm the timeline, roles and responsibilities and establish the RCTC Program Manager point of contact and RCTC approval process of all key items/milestones. b. Authorization. Seek Board approval to allocate Measure A funding and to amend the RCTC FY 2017-18 Budget. This may be completed in two steps, where the first step is to approve program development utilizing existing contracting authority. The second step may be to initiate a formal budget amendment and amend vendor contracts during a mid-year budget amendment cycle at the January RCTC Board meeting. c. CalVans Activities: 1. Develop a Memorandum of Understanding between CalVans and RCTC, for RCTC to provide a subsidy of up to $400 per month or 50% of vehicle lease costs, whichever is less. Most often vehicle subsidy will be $300 to $350 per month per vehicle. 2. Assist CalVans with grower/farmer outreach, coordinate with CalVans and assist as required. 152 Task 4 RCTC Vanpool Implementation Plan FINAL.docx Page 14 of 20 d. Procure Contract/Consultant Staff: The program will require one full time equivalent to develop, implement and manage the program. RCTC has directed that program staff be procured through the RCTC/WSP contract, and the contract amendment activities are included in Section 11.I.e.5 below. It is recommended to bring staff on as soon as possible, so that he/she may be well versed in the online system development, the procurement processes, program material development and be able to train and communicate the program to internal and external stakeholders. Contract staff recruitment activities will include: 1. Clarify in-house roles and responsibilities, as well as contract staff and consultants’ roles and responsibilities. 2. Finalize a job description and/or scope of work for contract staff; release and advertise the position; accept applications, interview and hire. 3. Seek out FTA, NTD, Association of Commuter Transportation (ACT) and other agencies that conduct workshops on FTA grantee responsibilities, vanpools, implementation and NTD reporting. 4. Train internal staff and consultants on grantee procedures, NTD and FTA reporting, other requirements. e. Program Development: 1. Establish a stakeholders’ group of impacted major employers, neighboring vanpool agencies, IE Commuter staff and transit agencies, to seek guidance and input into program design. 2. Inform neighboring vanpool agencies of RCTC’s intent to implement a vanpool program, timing and schedule, along with the request to eventually transition any subsidized vanpools that terminate in Western/Southern Riverside County, over to RCTC. 3. Develop relationships with neighboring vanpool agencies to gain information/advice as needed; suggest to form a bi-monthly or quarterly regional vanpool committee to share information, participate in marketing and other coordination efforts. 4. Develop program policies and guidelines and ensure compliance with the existing online system logic/processes. Develop materials (outlined in Section 5 above) that describe the online system and program steps/processes. 5. Determine reporting needs for the online system and TransTrack, for monthly and annual NTD reporting. Create SOPs and work flow documents to specify roles and responsibilities and to document the internal procedures for reporting. f. Procurements: the following procurements and contract amendments are anticipated during the development phase. 1. Execute a contract amendment with MediaBeef to upgrade the IE Commuter database to provide a web-based vanpool application, reporting and database system. The Scope of Work (SOW), timeline and cost estimates have been developed, and it is anticipated that upon RCTC Board approval an initial 153 Task 4 RCTC Vanpool Implementation Plan FINAL.docx Page 15 of 20 contract amendment can be executed to begin development. A full contact amendment can be implemented in mid-year prior to program launch. 2. RCTC is under contract with TransTrack for NTD reporting activities. During the SunLine vanpool program development, RCTC developed a purchase order amendment with TransTrack for the incorporation of TransTrack’s vanpool module into the RCTC TransTrack system. Upon RCTC vanpool program approval, an additional TransTrack amendment will be developed so that RCTC may incorporate a data upload from the online system into TransTrack system. 3. Develop a RFP to procure vehicle leasing vendors: i. Given that three sister vanpool agencies have conducted recent vanpool leasing vendor procurements, the development of a Scope of Work (SOW) for an RFP should proceed quickly. ii. Incorporate the SOW into a RCTC RFP template; release, advertise and follow RCTC submittal, evaluation, selection and contract negotiation processes. 4. Review SOWs from recent marketing RFPs for vanpool outreach activities (primarily SBCTA and SANDAG) and discuss with the agencies successes and lessons learned. As a result of the review, develop a SOW and budget to execute a contract amendment with WSP for the following marketing activities: i. Vanpool program branding and logo, ii. Multiyear marketing plan to include strategies for advertisement buys and placements, iii. Marketing/outreach materials, iv. Kickoff event planning and implementation, v. Decal that will be printed up and provided to leasing vendors to place on vanpools, and vi. Shrink wrap design and costs for a limited number of leased vanpools for program or other RCTC outreach opportunities. 5. Amend the WSP contract to incorporate vanpool program staffing and contract assistance for program development and implementation. g. Marketing Tools: 1. Develop vanpool program branding, a program name, develop a logo as well as other program information and graphics for RCTC’s web-based system. 2. Based on program branding, incorporate into current IE Commuter URL or purchase a new website URL specific to the vanpool program for the application and reporting process; update current 866-RIDESHARE phone tree or purchase a new 800 number for a dedicated program phone number. 3. Incorporate graphics and copy into program materials, and distribute accordingly. 4. Develop a marketing plan to promote the vanpools to the public (this is a FTA requirement) which will include advertisement placement and buys. 154 Task 4 RCTC Vanpool Implementation Plan FINAL.docx Page 16 of 20 5. Develop processes for customer service (responding to leaseholder, passengers, employer representatives and the public inquiries). Create tracking of customer questions/comments for business hours contact and support options. h. Web-Based Application, Reporting and Database System and TransTrack Development: 1. Develop the web-based system, as well as the handshake between TransTrack and the web-based system. 2. Ensure that the appropriate NTD reporting mechanisms have been tested and accepted, including monthly and annual NTD urbanized reporting. 3. Develop processes and procedures for NTD reporting, train staff/vendors and implement. 4. Based on web-based system, create standard operating procedures (SOP) for program application review, reporting and database management. 5. Train affected staff, consultants and vendors on the online system, all aspects of reporting and responsibilities. 6. Develop a plan for phasing in vanpools into the system, communicate the phasing to employers, vendors and impacted groups. 7. Develop a schedule of implementation and ensure schedule is communicated on all marketing materials, websites and marketing arms. 8. Once the existing vanpools schedule is developed and a date has been established for accepting new vanpools, plan a kick-off event to announce the program and seek positive publicity/marketing. i. FTA Request to Implement the Program: When RCTC has a preliminary program start date (at least 2 months prior to requesting vanpools to apply), provide information into an FTA form to submit and request for approval to implement an ongoing vanpool program. Seek a written response from FTA. II. Implementation Phase: a. Enroll Existing Vanpools: 1. Once the exact date is determined when RCTC will begin the subsides (recommend starting with the 1st of a month), it is recommended that RCTC first accept applications for a limited number of existing vanpools (five to ten “test” vanpools) three weeks prior to the first of the month of active participation. This will provide RCTC ample time to work with employers and the leasing vendors to reach out to existing vanpool leaseholders, educate them on the online system, the application process and if need be, amend/update the system and process. Upon approving each individual vanpool’s application, the subsidy will begin on the first of the following month. This “test” group will be selected based on their ability and willingness to test a new system and provide feedback to staff for improvements. The group will also report into the web-based system by the 6th of the month following the first month of subsidy and their data will be reported into the NTD. 155 Task 4 RCTC Vanpool Implementation Plan FINAL.docx Page 17 of 20 2. Assuming the first month of the “test” group goes well, refine the system and develop a two-and-a-half-month phasing plan for the remaining existing vanpools (projected to be approximately 90 vanpools). Work with the leasing vendors, the vanpool’s employers and the vanpools to transition over into the web-based system and begin a RCTC ongoing vanpool subsidy. b. Enroll All Vanpools: Towards the end of the 3rd month of implementation, it is recommended that RCTC begin publicizing the program, formally “launch” the RCTC website to promote the program, conduct a kickoff event, begin accepting applications of new vanpool formations and any remaining existing vanpools that have yet to apply. At this point it is recommended that the marketing program identified below begin to be phased in. c. Marketing: 1. Develop and conduct a kick-off event to promote/publicize the program; 2. Market the program to employers in coordination with RCTC’s IE Commuter rideshare program. 3. Actively market the program and promote the vanpools to the public, including any outreach/advertising strategies developed during the marketing plan development phase. 4. Provide RCTC-developed decals to RCTC-approved leasing vendors, to place on subsidized vehicles, which will promote the program while vanpools are on the roadways. 5. Conduct surveys with leaseholders, passengers and employers to gauge usefulness of tools, customer service and other suggestions to improve the program. 6. Update all marketing, website and promotional materials as program changes/expands. d. Application Intake and Approval Process: 1. Manage the application intake process, responding to employer and vanpool participant questions, calls and emails. 2. Work with leasing vendors to upload applicant information to online system. 3. Resolve application issues, review, approve or reject. 4. Periodically review changes to online information from leaseholders and vendors, resolve issues/concerns and approve. e. Monthly Reporting: 1. Manage the monthly reporting process, seek out leaseholders who are delinquent or have inconsistent data submittals. 2. Work with leasing vendors on their monthly invoices and status of approved vanpools. Ensure data and information contained on leasing vendor invoices are consistent with data in the online system; reconcile as needed. 3. Process monthly reports, resolve issues, update database and sister software systems, upload system data into TransTrack and compare data and ensure integrity and consistency prior to entering into the NTD; enter data and document. 156 Task 4 RCTC Vanpool Implementation Plan FINAL.docx Page 18 of 20 4. Compile, analyze and submit the annual monthly NTD report. f. Oversee Leasing Vendor Invoices/Payments: 1. Review invoices to ensure accuracy and compliance with contract provisions and federal requirements. 2. Review performance and track the subsidy budget. g. Online System Maintenance: 1. Maintain the integrity and usefulness of the customized database and the online system. 2. Review records daily, run and analyze reports, oversee leasing vendor input into the system and provide feedback when conflicts are discovered. 3. Make front end and back end changes to the online system to ensure consistency and usefulness. 4. Oversee the online system customization and interaction with other systems (TransTrack and the rideshare database) and provide direction and feedback. h. Other Administrative Duties: 1. Stay abreast of all programming, funding and UZA requirements as per Caltrans, SCAG, the FTA, FHWA and the Department of Transportation. 2. Work with sister agencies, transit agencies, SCAG and other impacted public agencies for coordination and to resolve funding and implementation issues. 3. Work with internal departments on legislative and programming issues, needs and reporting requirements. 4. Participate in annual audits to ensure compliance with local, state and federal rules and regulations. 5. Prepare monthly/periodic reports/program statistics. 6. As requested/needed, make presentations to the RCTC Board, Committees, sister agencies and employers. 12. Implementation Schedule. Exhibit B contains a schedule based on the activities identified in Section 11 above. Once the RCTC Board approves the program and contract staff/consultants have contract authority to proceed with program development, it is estimated that it will take a minimum of four and a half months to develop the program so that RCTC may begin the “test” phase to enroll existing vanpools. The greatest impact on the schedule is the development, testing and launch of the web-based application and reporting process. Should this activity become delayed, then the program launch will be delayed as well. The timeline is based on the NTP plus estimated time to complete each task in weeks. 157 Task 4 RCTC Vanpool Implementation Plan FINAL.docx Page 19 of 20 Employer VP Subsidy Program FY 17-18 FY 18-19 FY 19-20 2 1/2 Yr Ttl FY 20-21 FY 21-22 FY 22-23 FY 23-24 FY 24-25 # Vanpools by FY-End 102 130 164 188 212 236 260 292 % Growth N/A 3.00%1.50%0.75%0.75%0.75%0.75%0.75% Uses by Cost Center FY 17-18 FY 18-19 FY 19-20 2 1/2 Yr Ttl FY 20-21 FY 21-22 FY 22-23 FY 23-24 FY 24-25 8 Yr. Ttl Comments Vanpool Lease Subsidies 125,200$ 522,400$ 708,400$ 1,356,000$ 849,600$ 964,800$ 1,080,000$ 1,195,200$ 1,324,800$ 6,770,400$ $400 per vanpool per month, paid to leasing vendor(s) Asset Mngmnt:IE Commuter (IEC)140,000$ 21,000$ 21,000$ 182,000$ 42,000$ 21,000$ 21,000$ 42,000$ 21,000$ 329,000$ Develop web-based system, mobile app & TT handshake; annual mnt. at 15% of dev. Costs; budgeted 2X annual mnt. for enhancements @ 3 Yrs. Asset Mngmnt: TransTrack (TT)7,000$ 2,000$ 2,000$ 11,000$ 2,000$ 2,500$ 2,500$ 2,500$ 2,500$ 23,000$ Incremental cost to create handshake from IEC to TT, plus annual vanpool module license fee Contract Staff (1 FTE)*117,250$ 207,030$ 213,241$ 537,521$ 219,638$ 226,227$ 233,014$ 240,005$ 247,205$ 1,703,610$ IEC position at an Analyst level housed at WSP; 3% raise/COLA @ Yr; Yr. 1 position starts in Dec, 60% of FTE Consultant Support 100,000$ 50,000$ 40,000$ 190,000$ 40,000$ 40,000$ 40,000$ 40,000$ 40,000$ 390,000$ Consultant support at $200 per hour - 500 Hrs. Yr. 1; 250 Hrs. Yr. 2; 200 Hrs. Yr. 3 & beyond Marketing 75,000$ 50,000$ 50,000$ 175,000$ 30,000$ 30,000$ 75,000$ 50,000$ 30,000$ 390,000$ Yr 1: branding, plan development & decal production; Yr 2: major advertisement buys; update plan in Yr. 6 Other 15,000$ 10,000$ 11,000$ 36,000$ 12,100$ 13,310$ 39,600$ 14,641$ 67,551$ 183,202$ Misc costs, printing, materials & RFP advertisement; increases slightly in future years due to unknowns One-time contingency 160,479$ -$ -$ 160,479$ -$ -$ -$ -$ -$ 160,479$ One-time funding for unforeseen expenses/increase in participation Total Employer VP Program Costs 739,929$ 862,430$ 1,045,641$ 2,648,000$ 1,195,338$ 1,297,837$ 1,491,114$ 1,584,346$ 1,733,056$ 9,949,691$ * Staff costs do not not include RCTC staff support & oversight, which is estimated to be between 5 to 10 hours per week for first 9 months, then 10 hours per month thereafter. Employer VP Subsidy Program FY 17-18 FY 18-19 FY 19-20 2 1/2 Yr Ttl FY 20-21 FY 21-22 FY 22-23 FY 23-24 FY 24-25 8 Yr. Ttl Comments Measure A CAP Funding 739,929$ 862,430$ 1,045,641$ 2,648,000$ 2,648,000$ FTA Section 5307 To Riv-SB UZA 1,479,858$ 1,724,860$ 2,091,282$ 2,390,676$ 2,595,675$ 10,282,351$ FTA return based on 2X expenses 3 years prior CalVans Subsidy Program FY 17-18 FY 18-19 FY 19-20 2 1/2 Yr Ttl FY 20-21 FY 21-22 FY 22-23 FY 23-24 FY 24-25 8 Yr. Ttl Comments # Vanpools by FY-End 15 45 60 63 65 68 70 73 Projections based on CalVans' estimates CalVans Subsidies**30,000$ 136,500$ 185,500$ 352,000$ 196,350$ 203,000$ 212,100$ 220,500$ 229,600$ 1,413,550$ Assume an average of $350 per vehicle per month; fleet fluctuates due to farming/growing season Total 5307 Revenue Returned 60,000$ 273,000$ 371,000$ 392,700$ 406,000$ 1,502,700$ FTA return based on 2X expenses 3 years prior ** There are no other RCTC incurred CalVans direct expenses. Any RCTC/Contract staff-related CalVans efforts will be incurred through activities in the Traditional Employer VP Program Staff costs above. Total RCTC Uses/Sources FY 17-18 FY 18-19 FY 19-20 2 1/2 Yr Ttl FY 20-21 FY 21-22 FY 22-23 FY 23-24 FY 24-25 8 Yr. Ttl Comments Total Program Expenses 769,929$ 998,930$ 1,231,141$ 3,000,000$ 1,391,688$ 1,500,837$ 1,703,214$ 1,804,846$ 1,962,656$ 11,363,241$ Employer Plus CalVans Program Uses/Sources Total 5307 Revenue Returned 1,539,858$ 1,997,860$ 2,462,282$ 2,783,376$ 3,001,675$ 11,785,051$ FTA return based on 2X expenses 3 years prior Excess Revenue Generated 148,170$ 497,023$ 759,068$ 978,531$ 1,039,019$ 3,421,810$ Revenue minus costs incurred 3 Years of Service Funded With Measure A 5 Years of Service Funded With FTA Section 5307 Exhibit A 3 Years of Service Funded With Measure A 5 Years of Service Funded With FTA Section 5307 5 Years of Service Funded With FTA Section 5307 RCTC Vanpool (VP) Multiyear Budget with Uses and Sources of Funds Comments Yr 1 transition 99 existing vanpools in months 1-4 then new vanpools Based on NTD statistics of similar size programs' growth patterns 3 Years of Service Funded With Measure A 158 Task 4 RCTC Vanpool Implementation Plan FINAL.docx Page 20 of 20 Comments Amend contract Amend contract Develop Guidelines/materials, NTD P&Ps, SOPs, existing VP, employer & discuss stakeholder coordinationBranding first to feed into online system development, develop marketing plan, develop/produce vehicle decals & materials Initial VP module installed via SunLine efforts; need to amend to add handshake from system to TransTrack R D C B 2 weeks to develop, release RFP "R", proposals due "D", evaluate, Committee approval "C", Board approval "B" 3 months development prior to launch, continue features and additional enhancements T R 8 test VPs "T" apply mid month, start subsidy on 1st of following month, submit reports (R) by 6th of 3rd monthExisting VPs apply beginning in months 6 & continue in month 7 L Public launch "L" for all VPs to apply & start subsidy on 5/1 Training for online system, TransTrack, Vendor & reporting Begin ad buys after all existing VPs have transitioned B Utilize SunLine/CalVans Agreement template - go to Board "B" 9 Project Management Branding/Marketing Plan Development Marketing Outreach/Ad Buys IE Commuter Enhancements & TransTrack Handshake Online System Beta (8 VPs) 432 Amend MediaBeef Contract Program Design & Development Training Kick off meeting Develop CalVans MOU/Launch 8765 Launch - Enroll Existing Launch - Open to All VPs 1 Amend TransTrack Contract Leasing Vendor RFP/Contract Amend WSP Contract Exhibit B RCTC Vanpool (VP) Program Development and Implementation Each block is a week within each month. Assumes 9/13/17 RCTC Board approval of the Program. Tasks Month #: Sep 17 Oct 17 Nov 17 Dec 17 Jan 18 Feb 18 March 18 April 18 May 18 159 Page 1 of 7 Scope of Work for Agreement No. 15-41-038-03, Amendment No. 3 For The Riverside County Transportation Commission’s Vanpool Program Development, Implementation and Staff Augmentation Services WSP USA, Inc. (WSP) Team is pleased to submit the following Scope of Work (SOW) for the Riverside County Transportation Commission (RCTC) Vanpool Program Development and Implementation services. This SOW also includes dedicated staff augmentation services to provide staffing to serve as RCTC’s Vanpool Program Administrator. Please refer to Exhibit A: WSP Vanpool Program Cost Proposal, and Exhibit B: Project Schedule. This document is organized by the following sections: Project Staffing. The Team proposed for this project, is described as follows: 1.Lisa Woodward: RCTC Commuter Assistance Program Contract Project Manager. Lisa has 20 years in transportation projects. She was part of the first Los Angeles County Vanpool incentive program that provided incentives to new vanpool riders after three months of ridership. She assisted vanpool drivers in finding new riders as well as helping riders find a matching vanpool to accommodate their commute. 2.Tom Lichterman: Task Lead for Vanpool Program Development. Tom Lichterman has over 35 years of experience in public transportation planning and operations in all modes. He is currently the WSP Project Manager for the SBCTA Vanpool Program Development, Implementation, and Staff Augmentation project, and has worked closely with all of the staff proposed for RCTC’s project in an identical capacity. Tom previously served as Project Manager on the SBCTA Short-Range Transit Plan and the SBCTA County-wide Transit Efficiency Study. On the latter project, he worked closely with Michelle Kirkhoff on the Vanpool Program Feasibility Study, which was a key task within the Transit Efficiency Study. 3.Michelle Kirkhoff, of Michelle Kirkhoff Consulting, LLC (MKC), will serve as the MKC Project Manager and principal staff supporting RCTC in the development and implementation of the Vanpool Program. As a DBE and a subconsultant to WSP, Michelle completed the San Bernardino County Transportation Authority’s (SBCTA) vanpool feasibility study, developed and launched the Victor Valley Transit Authority’s (VVTA) vanpool program, and is in the process of implementing vanpool programs at SBCTA and the SunLine Transit Agency. With 29 years of experience in the public and private transportation sectors, Michelle has familiarity with the tasks required to support RCTC in vanpool program development and implementation. 4.Media Beef: Media Beef Inc. is currently a subconsultant to WSP for the RCTC Commuter Assistance Program. Media Beef is a DBE corporation founded in 2012, specializing in TDM solutions, and has a long history with the IE Commuter program for RCTC. Media Beef will be focused on marketing and web and other online content related to the new vanpool program. 5.Other WSP staff. The Team will be supported by other WSP staff including Debra Meier, Kevin Alvarado, Gregg Faus, and Pamela Blackwolf. Debra is a Deputy Project Manager on the IE Commuter team and is very engaged in the Employer Services aspect of the program, and will be in a position to capitalize on employer relationships in the vanpool implementation. ATTACHMENT 2 160 Page 2 of 7 Pamela Blackwolf, who is now working with Tom and Michelle on the SBCTA vanpool implementation, is well-versed in the steps necessary to get a new program off the ground, and will be extremely helpful in training the Vanpool Program Administrator who will be hired for RCTC’s project. Kevin is also a key member of the IE Commuter team, a task lead in the marketing and communications efforts and works closely with the Media Beef staff on a routine basis. And finally, Gregg will be available to assist with reviewing the specifications, functionality and user interface on the web and online module development in cooperation with Media Beef. Gregg has previously provided this same role on the SBCTA Vanpool Program. Other members of the IE Commuter team may also be called upon to support the program development, and support the ongoing operations upon launch of the program. 6. Vanpool Program Administrator (VPA) - WSP will recruit and hire a VPA to serve as the full- time dedicated staff position for the implementation and on-going operation of RCTC’s Vanpool Program. This individual will have the skills necessary to develop, test and implement the Program including procurement, training and ongoing Program operations. WSP will develop and vet the job requirements with RCTC. Project Approach/Scope of Work (SOW). The WSP Team proposes the following approach to each task in the SOW. For all of these tasks, the WSP Team recognizes that RCTC may not request all of the services and products identified below. Conversely, there may be additional del iverables as a result of these tasks. Task 1: Kick off Meeting. The WSP Team recommends that we conduct an initial conference call with RCTC to determine and refine project goals, budget and schedule, and to discuss and refine the primary stakeholders for this project. On this call, we will also identify areas of coordination and information sharing, as well as known issues or barriers to project development and implementation (such as contract execution, staffing and funding intricacies). After this initial discussion, the WSP Team will develop an agenda, gather backup materials and establish a kick-off meeting date and time with the major stakeholders. Deliverables: a draft and final meeting agenda for the RCTC/WSP Team conference call, a draft and final stakeholders’ meeting agenda with backup materials (to include, but not be limited to project schedule, draft inventory and a summary of issues and barriers). Within one week of these meetings, the WSP Team will deliver a meeting summary that includes action items, outstanding issues and next steps. Task 2: Development. At RCTC’s direction, the WSP Team will provide development activities required to launch and maintain an ongoing vanpool subsidy program. Assistance may include, but may not be limited to: 1. Assistance with funding and programming decisions for initial program development, as well as funding ongoing implementation once the Federal Transit Administration (FTA) Section 5307 funding is returned to the Agency. Development of processes and procedures for return of Section 5307 funding as a result of the National Transit Database 161 Page 3 of 7 (NTD) reporting. 2. Intergovernmental and Stakeholder coordination with neighboring vanpool agencies, employers and other Stakeholders. These meetings and communications will ensure smooth transition of vanpools that terminate in the RCTC service area so as mitigate potential issues. Should other neighboring vanpool agency(s) consider joining or partnering with RCTC, WSP may assist in developing a partner ship model, fee schedule, roles and responsibilities, guidelines and financial impacts, as well as a draft MOU to solidify the partnership. 3. Program design will include the review of sister agency program parameters and guidelines which will result in the development of RCTC Vanpool Program Guidelines. The development of additional Program materials includes: program work flow, policies and procedures, frequently asked questions, brochures, fact sheets and PowerPoint presentations. Program design will drive the online System development and will ultimately be used for monthly tracking and reporting purposes. 4. Development of NTD procedures for monthly and annual NTD reporting. Although the online System will generate an upload to TransTrack for NTD reporting compilation, the Team will prepare written procedures for reviewing the vanpool data and ensuring that the transfer of data to TransTrack is valid and complete. The Team will outline the process to provide the data to RCTC for monthly input into the NTD. Procedures for gathering and compiling the annual NTD data will also be developed. 5. Most of the procurements necessary to develop and implement the Program will be in place prior to RCTC initiating a notice to proceed to WSP. As such, we anticipate the only solicitation that RCTC will conduct will be for vehicle leasing vendor(s). Upon RCTC direction, the WSP team is prepared to develop a SOW and facilitate this procurement. The WSP Team has recently conducted two leasing procurements in the past year and has expertise in this area. The Team will review the SBCTA and SunLine SOWs and draft an RCTC SOW, along with other key RFP terms and conditions that are unique to this type of procurement. WSP will develop and forward to RCTC drafts for RCTC review and incorporation into the RCTC RFP template. Should RCTC require WSP assistance in other procurements, SOW development or contracting areas, as well as require WSP assistance during the Leasing Vendor RFP process (questions and answers, evaluation and/or contract negotiations), WSP will assist as directed. 6. The Team will provide training to some or all of the Stakeholders involved in the Project, including, but not limited to RCTC in-house and consultant’s dedicated VPA staff, IE Commuter program staff, RCTC, leasing vendors, and possibly major employers. The training will be provided only after the Program Policies and Procedures are in place and the online System is under development. Using these base products, the Team will create internal procedures for the vanpool application and approval process, monthly participant and vendor reporting, changes/updates to the online System, as well as NTD monthly and annual reporting. Deliverables: At RCTC’s direction, these deliverables may include: a. Agendas and meeting materials for vanpool agency and other Stakeholder 162 Page 4 of 7 meetings, as well as meeting summaries that include action items, outstanding issues and next steps, b. Memorandum(s) discussing Section 5307 funding options and procedures, c. NTD reporting procedures for monthly and annual reporting, d. Program policies, guidelines, program materials and draft principles/assumptions that will guide the online program development and system, e. Leasing vendor SOW, f. Training materials, procedures and training presentations to the various System user groups. Task 3: Online Systems Development, Testing and Implementation. WSP’s Project Understanding is that Media Beef has been tasked with the development of an on-line vanpool customer application and program staff administrat ion system (“System”), under a separate contract with RCTC. Based on the WSP Team experience with other similar online system design and implementation, we are prepared to assist in the review and testing of the various phases of System development and implementation. The WSP Team will participate in the checking of Media Beef’s System specifications to ensure compliance with the functional specifications developed during the Feasibility Study, oversee or review the testing of all functions in a lab setting, oversee the running of beta tests to replicate current vanpool data, conduct sample runs with a limited pool of applicants, and assist with roll out of the Vanpool Program to full use. In addition to functional requirements, the System will be evaluated for usability and accessibility, aesthetic appeal, responsive design and descriptive/explanatory menus. Testing/evaluation will occur at key development milestones based on Media Beef’s development plan, test plan, and schedule. The WSP Team will also ensure that the front end of the System website has the proper copy and language so that it is consistent with Program Guidelines and the application review/reporting processes developed. The WSP Team, working closely with RCTC staff, will also be key in selecting test/beta vanpools prior to full deployment, evaluating those applications/reports performance in the System, recommending changes/enhancements, and providing technical assistance and guidance during launch to improve and fine tune the System. The Team will also validate and test the upload of data from the System to TransTrack (referred to as a handshake). This effort will require coordination and testing through an iterative process, working closely with both Media Beef and TransTrack. It is important to note that, in our experience, the completion of on-line system development, testing, and launch is the key schedule driver for the overall implementation of the Vanpool Program. Delays by the development the system will thus result in delays in overall Vanpool Program implementation. Deliverables: Per RCTC’s direction, deliverables may include meeting agendas and 163 Page 5 of 7 summaries with Media Beef and TransTrack throughout all phases of the development and implementation, review and comment on System design and front end website, structure, interface, content, content management, reports, and overall architecture, direct and/or remote witnessing of system testing, beta test runs, sample vanpool runs, and support for system rollout/implementation. The WSP Team may also provide recommendations with the launch approach, specific vanpools during this phase, as well as provide analysis during the beta testing and post launch periods. Task 4: Marketing and Outreach Plan Development and Implementation. The WSP Team, along with subcontractors Media Beef and MKC, will develop and implement a multiyear vanpool marketing and outreach plan. The Team will review the efforts from the Feasibility Study, inventory and Implementation Plan conducted in the summer of 2017. The Team will also review other recent efforts by neighboring vanpool agencies to develop vanpool marketing plans and implement outreach strategies. A priority of this Task is to develop Vanpool Program branding, logos and other graphics that wil l be incorporated into the online System and all materials developed. The Team will develop the design for a decal to be placed on vanpools subsidized by RCTC, that will incorporate the Program branding. The marketing plan development effort will revisit current and potential markets, develop strategies and options for advertising buys and will outline a social media strategy. Ad buys and strategies developed will be shelf ready to be implemented based on RCTC direction, as well as external forces and impacts (such as suddenly rising fuel prices). The Team will ensure that all strategies are incorporated into and coordinated with the online System website, IE Commuter general ridesharing outreach efforts, and other RCTC agency outreach strategies. Deliverables: Per RCTC’s direction, deliverables may include meeting agendas and summaries, development of program branding, logos and outreach materials, a marketing plan, design for vanpool program decals, a multiyear marketing and outreach strategies budget and implementation schedule. Task 5: Implementation Support. This Task is for the WSP Team members (not including the VPA) to provide oversight, support, and assistance post Program launch. This Task will include, but not be limited to, post launch coordination with employers/stakeholders, System oversight and review, assistance to the implementation of the Marketing Plan and advertising strategies developed under Task 4, development of strategies to phase existing vanpools into the Program as well as newly formed vanpools post launch, assistance and direction to the VPA in the ongoing review of applications, month end reporting, review and reconciliation of Leasing Vendor(s) invoices, System uploads to TransTrack, monthly NTD reporting and reconciling issues/questions with RCTC NTD reporting staff. As issues are identified and resolved, there may be continued adjustments to Program procedures, processes as well as the System and TransTrack interface. Towards the end of Fiscal Year (FY) 2017-18, the focus will transition to preparing for the first annual NTD report, providing review of the System and TransTrack annual NTD reports, coordinating with Leasing Vendors, and providing a template, process and procedure for annual NTD reporting. After draft annual NTD reports are submitted to RCTC in 164 Page 6 of 7 August/September of 2018, there may be additional clarification, refinements and/or changes made to the reports (based on RCTC and/or FTA feedback) and may also result in System changes as well changes to internal policies and procedures. Deliverables: May include review of program performance, data collection, and reporting, progress reports on Program implementation (application process, reporting process and interaction with Leasing Vendor(s)), updates to existing procedures/materials, development of new internal procedures/materials, review/comments to the implementation of the Marketing Plan, recommended changes/enhancements to the System and front end website, draft and final annual NTD reports and development of annual NTD procedures. Task 6: Vanpool Program Administrator Dedicated Staffing. The WSP team will dedicate a VPA to assist in Program development and will be responsible for Program implementation and on-going administrative tasks. Hiring the VPA early on in the development process is critical so that he/she will have full working knowledge of the design, development, reporting, budgeting, operation and regional coordination. Upon launch, the VPA will be the primary WSP Team member responsible for all Program oversight activities, including, but not limited to the review, approval, management, monitoring and reporting on Program vanpools. This position will also coordinate, while working closely with RCTC staff, with the efforts of the Project Consultants (Media Beef, TransTrack and Leasing Vendor(s)) as those activities impact Program operations. The dedicated VPA would work 40 hours per week, generally Monday through Friday, and would be located at WSP’s San Bernardino Office unless otherwise requested by RCTC. Deliverables: WSP will develop a job description with RCTC input and will recruit for a dedicated VPA position. RCTC will be asked to review the job description and participate in the selection of the candidate. Upon hire, WSP will provide dedicated staffing as well as oversight/review/supervision of the VPA position, per WSP hiring/staffing policies and procedures. Task 7-Program Management. The WSP Team will coordinate and manage meetings and other activities that fall across all development and implementation tasks, including periodic Team meeting coordination, agenda development and summary, compilation of m onthly invoices, progress reports, and project schedule updates, and other project management and project administration tasks as assigned by RCTC. Deliverables: May include monthly progress reports and invoices, meeting agendas and summaries, as well as other materials as required. Assumptions: 1. WSP assumes that the Vanpool Program Task Order Amendment will be a Time -and- Materials Task Order with a not-to-exceed maximum amount, in order to provide RCTC the 165 Page 7 of 7 maximum flexibility to develop the program and respond to implementation needs as they arise. 2. The project schedule estimates a seven and a half (7.5) month period from notice to proceed to program launch; however, the development phase is subject to change based on the timing of the hiring of the VPA, the length of time required for the contract amendments and procurement, and the amount of time required to develop and test the necessary enhancements to the online System for the application, database and reporting system. 3. We assume that where RCTC review and comment is needed on a deliverable, comments will be received in five (5) working days. Note that more lengthy periods for review and comment may result in the schedule being extended and/or Vanpool program launch delays. 4. In accordance with the master WSP/RCTC contract, hourly rates are subject to change on the anniversary date of the Contract, which is July of each year. 5. The cost proposal and SOW assumes that WSP’s VPA will be in place by December 1, 2017, and that until that time the WSP Team will serve in this capacity until the new staff is hired. 6. Task 2 assumes that the training materials for the online web-based System will be developed and provided by Media Beef. 7. Task 2 assumes that RCTC staff will provide model/template RFPs for the leasing vendor procurement, and that RCTC contracts staff will lead any procurement effort(s). 8. Task 2, 3 and 5 are dependent on the VPA and other WSP staff attending an FTA- sponsored two-day NTD training program. Since RCTC is ultimately responsible for the day-to-day reporting requirements and input into the NTD, if RCTC have not already done so we strongly encourage that RCTC staff attend NTD training seminars. Our proposal has budgeted for the VPA to attend one NTD training session. 166 BLANK DRAFT Scope of Work for Media Beef, Inc., Agreement No. 14‐41‐156‐03 (Amendment No. 3)  ATTACHMENT 3167 Milestone 1 ‐ Core Program Admin Features, Commuter Prequal and Logging Program Admin Commuter Leasing Vendor ETC Prequalification Form n/a edit n/a n/a Application ‐ Disclamers and Agreements edit n/a n/a n/a Vanpool ‐ Search Database search n/a n/a n/a Vanpool ‐ Schedule edit n/a n/a n/a Vanpool ‐ Location Manager edit n/a n/a n/a Vanpool ‐ Participant Manager edit n/a n/a n/a Vanpool ‐ Lease Details edit n/a n/a n/a Vanpool ‐ Search for riders search n/a n/a n/a Vanpool ‐ Route Manager edit n/a n/a n/a Invoicing edit n/a n/a n/a Reports n/a n/a n/a n/a Commute Log ‐ Vanpools (website)edit edit n/a n/a Milestone 1B ‐ Mobile Application Logging for Vanpool Leaseholders/Drivers Program Admin Commuter Leasing Vendor ETC Commute Log ‐ Vanpools (mobile app)n/a edit n/a n/a Milestone 2 ‐ Core Reporting for System Verification General ‐ Participant Monthly Log General ‐ Emissions Reductions General ‐ Vanpool Change Report General ‐ Vanpools added/deleted/in operation Leasing ‐ Summary of Active Vanpools Leasing ‐ Vehicle Inventory Report Invoicing ‐ Review All / Filter Invoicing ‐ Summary NTD Reports ‐ Transtrack Data Files Milestone 3 ‐ Core Automated Emails Commuter >>Invite a rider to join a vanpool for existing IE Commuter accounts Commuter >> Invite a rider to join a vanpool for new IE Commuter accounts Commuter >> Leaseholder/Driver Logging reminder No. 1 Commuter >> Leaseholder/Driver Logging reminder No. 2 Commuter >> Leaseholder/Driver Logging reminder No. 3 Media Beef, Inc. 168 Milestone 4 ‐ Enhanced Commuter Functions Program Admin Commuter Leasing Vendor ETC Prequalification Form n/a edit n/a n/a Application ‐ Disclamers and Agreements edit edit n/a n/a Vanpool ‐ Search Database search n/a n/a n/a Vanpool ‐ Schedule edit edit n/a n/a Vanpool ‐ Location Manager edit edit n/a n/a Vanpool ‐ Participant Manager edit edit n/a n/a Vanpool ‐ Lease Details edit edit n/a n/a Vanpool ‐ Search for riders search search n/a n/a Vanpool ‐ Route Manager edit edit n/a n/a Invoicing edit n/a n/a n/a Reports n/a n/a n/a n/a Commute Log ‐ Vanpools (website)edit edit n/a n/a Commute Log ‐ Vanpools (mobile app)n/a edit n/a n/a Milestone 5 ‐ Commuter Automated Emails Program Admin >>Administrator New Vanpool Application Notification Commuter >>A new vanpool application has been submitted Commuter >>Your vanpool application has been denied because of XXXX Commuter >>Your vanpool application has been approved, send info on how to log trips Milestone 5B ‐ TransTrack Data Upload (via FTP) Create Button (in Reporting section) for uploading MR20 data files via FTP to TransTrack servers Milestone 6 ‐ Leasing Vendor Functions and User Group Program Admin Commuter Leasing Vendor ETC Prequalification Form n/a edit n/a n/a Application ‐ Disclamers and Agreements edit edit view n/a Vanpool ‐ Search Database search n/a search n/a Vanpool ‐ Schedule edit edit view n/a Vanpool ‐ Location Manager edit edit view n/a Vanpool ‐ Participant Manager edit edit view n/a Vanpool ‐ Lease Details edit edit edit n/a Vanpool ‐ Search for riders search search n/a n/a Vanpool ‐ Route Manager edit edit view n/a Invoicing edit n/a edit n/a Reports run n/a run n/a Commute Log ‐ Vanpools (website)edit edit n/a n/a Commute Log ‐ Vanpools (mobile app)n/a edit n/a n/a Media Beef, Inc. 169 Milestone 7 ‐ Leasing Vendor Automated Emails Leasing Vendor >>Leasing Vendor Application Notification Leasing Vendor >>Leasing Vendor reminder of invoice due Leasing Vendor >>Vanpool termination to Leasing Vendor Commuter >>Vanpool termination to Leaseholder Commuter >>Leaseholder Notification of Leasing Vendor Changes to Vehicle or Lease Milestone 8 ‐ ETC Functions Program Admin Commuter Leasing Vendor ETC Prequalification Form n/a edit n/a n/a Application ‐ Disclamers and Agreements edit edit view view Vanpool ‐ Search Database search n/a search search Vanpool ‐ Schedule edit edit view view Vanpool ‐ Location Manager edit edit view view Vanpool ‐ Participant Manager edit edit view view Vanpool ‐ Lease Details edit edit edit view Vanpool ‐ Search for riders search search n/a search Vanpool ‐ Route Manager edit edit view view Invoicing edit n/a edit n/a Reports run n/a run run Commute Log ‐ Vanpools (website)edit edit n/a n/a Commute Log ‐ Vanpools (mobile app)n/a edit n/a n/a Milestone 9 ‐ Balance of Reports General ‐ Total Subsidies paid within X period General ‐ Vanpool and Subsidy Payments by Leasing Vendor General ‐ Total Passenger Miles Travelled Leasing ‐ Annual Vehicle Inventory / End of Year Mileage Leasing ‐ Marketing Activities during X period Leasing ‐ Maintenance and Incident Reporting Invoicing ‐ Budget Invoicing ‐ Balance Milestone 10 ‐ Final Documentation Training/user guide/manual for Admin/Leasing Vendor Database glossary ADA compliance memorandum Additional Notes: Audit Tracked Changes For the Following Driver ‐ change of assigned user Leaseholder ‐ change of assigned user Route ‐ changes to start point, end point, or stops Roster ‐ add or delete operations Media Beef, Inc. 170 ATTACHMENT D:   Draft Scope of Work for TransTrack, Agreement No. 08‐62‐005‐07 (Amendment No. 7)   DESCRIPTION OF THE SOFTWARE APPLICATION AVAILABLE ON‐LINE  Transit Performance Manager is the name of the Software application, available on‐line, that  is the subject of this License Agreement.  Internet use of the Transit Performance Manager  application (“Software”) requires Licensee to have a web browser Microsoft Internet Explorer  5.0 or higher, 128MB RAM, and Pentium 120MHz processing speed.  TransTrack Manager is  not fully compatible with Netscape software.  Viewing on‐line information and data entry is  greatly improved with a monitor of at least 17‐inches.    Modules available with this Software  License are as follows and detailed in Attachment 1 to this Exhibit.    Organization Routes Farebox Operations Safety Fleet Finance Plan Personnel Feedback Utilities (e.g., User Security). Functions available to Software users include:    Edit (Add, Delete, Save, Cancel, Close) Show Filters Export Report. Licensee has implemented a Productivity Improvement Program for transit operating agencies  providing service in Riverside County.  The Licensee grants access to these transit operating  agencies for agreed upon views, reports, and data.  Transit operators participating in the  Productivity Improvement Program include:   City of Banning City of Beaumont City of Corona Palo Verde Valley Transportation Authority (PVVTA) City of Riverside Special Services RCTC Commuter Rail SunLine Transit Agency Riverside Transit Agency. ATTACHMENT 4 171 ATTACHMENT D:   Draft Scope of Work for TransTrack, Agreement No. 08‐62‐005‐07 (Amendment No. 7)     MODULAR ADD‐ONS & CUSTOMIZED PROGRAMMING SERVICES    Licensor will create the following new Views, Imports, and Actions (i.e., stored procedures,) to  meet the on‐going business requirements of Licensee.  Modular Add‐Ons  Vanpool Module  Customized Programming  Additional Software Engineering services are available on a time and materials basis at the rate  specified in Exhibit “F”. The Licensee agrees to validate reports, imports and other customer  applications and any subsequent revisions within 14 days of the report or revision being made  available. Licensee is responsible for all validation, unless otherwise specified.  Licensee may request custom modifications to the Software to allow for customized reports.  Licensor has agreed to review the request for the custom modifications (“Modifications”) and if  the parties come to agreement to create the Modifications all terms and conditions of the  License shall remain in full force and effect in addition to those listed in this Exhibit C. Should  there be any conflict between the main body of the License and this Exhibit C, solely regarding  the terms and conditions of the Services to create and maintain the Modifications, the language  in this Exhibit C shall prevail.   Modifications:  None at this time.  1) All Services to create, consult, train, maintain and service the Modifications will be billed to  Licensee on a time and materials basis as further set forth in Exhibit “F” attached hereto.  2) Licensee will provide Licensor with specifications for the Modifications which shall include  technical specifications, system requirements, end results desired, estimated time frame for  completion and any other information Licensor deems necessary to receive to evaluate its  ability to create the Modifications.  3) Licensor will review all requested items included in #2 above and discuss with Licensee the  ability of Licensor to produce, service and maintain the Modifications as well as the estimated  price for all Services for initial creation as well as continuing service and support. Licensor shall  also inform Licensee if its timetable for completion is reasonable and can be accomplished in a  timely fashion.  4) Once Licensor has reviewed all of the above and discussed same with Licensee, a final time  table shall be agreed upon as well as an estimate for a range of Fees which will be invoiced to  Licensee for the Modifications. After that point, should Licensor receive other requests from  Licensee for further changes to the current Software over and above what is initially reviewed  and requested in #2 above, the time table for completion and cost will be subject to change  based on Licensor’s evaluation of the changes and its ability to create and maintain what  172 ATTACHMENT D:   Draft Scope of Work for TransTrack, Agreement No. 08‐62‐005‐07 (Amendment No. 7)   Licensee has requested.  5) Licensor will need the cooperation and access to certain of the Licensee’s employees or data  to create the Modifications to be able to be performed efficiently, correctly and in a timely  manner. Any inability to provide the necessary advice, support or access to the people, data or  materials necessary for Licensee’s completion of the Modifications may require adjustments to  the time table already agreed to as well as the costs for same.  6) After successful installation on the domain of the Modifications, Licensee shall have a  fourteen (14) day testing/acceptance period (“Test Period”) during which it shall utilize the  Modifications and determine if they meet the specifications given to Licensor.  During that  period, Licensor shall provide advice and assistance to Licensee as requested. The costs for  Licensor’s assistance shall also be on a time and materials basis but will have already been  included in the range of costs for the entire project.  7) Should there be any problems with the Modifications performing their desired results for the  custom reports, Licensee shall so notify Licensor during the Test Period with specificity to  enable Licensor to correct the problems. After Licensor has completed its adjustments as  necessary to ensure that the Modifications meet the specifications, Licensee will have an  additional seven (7) days in which to test and accept the revised Modifications.   8) If after that additional time, Licensor is unable to meet the criteria listed in the specifications  given to Licensor, Licensee shall be entitled to reject the Modifications in whole.  After rejection  of the Modifications for failure to meet the required specifications, Licensee shall be entitled to  the return of all Fees paid for the Modifications within a reasonable period after rejection.   Notwithstanding the foregoing however, Licensee may not unreasonably reject the  Modifications.  9) Return of the Fees for the Modifications shall be the sole and exclusive remedy for the  inability of Licensor to meet the specifications of Licensee. All terms related to disclaimers of  warranties as well as limits on liability listed in the main body of this License contained in Article  IV, Sections 4 and 5 shall also apply to the Services as they relate to the Modifications.   10) Licensee represents and warrants that it is the owner or licensee of the specifications or  other information provided to Licensor for the creation of the Modifications and has the right  to provide same to Licensor. Licensee shall defend, indemnify and hold harmless Licensee, its  officers, employees and agents, from and against any claim that the specifications and  information once provided to Licensor whether prior to or after creation of the Modifications  and their integration into Licensee’s system and network, infringe the intellectual property  rights or breaches any contract rights it may have with a third party. Such indemnity shall  include all costs, expense and fees, including reasonable attorney’s fees.  All steps and  obligations to obtain the full indemnification for any such claim as specified in Article IV Section  2 of this License, as they relate to Licensee, shall now be the obligation of Licensor. There shall  be no return of Fees to Licensee in this event since it will be the indemnitor. However, the  parties shall have all termination rights specified in that Section 2 of Article IV.     173 ATTACHMENT D:   Draft Scope of Work for TransTrack, Agreement No. 08‐62‐005‐07 (Amendment No. 7)   REPORTS  “Working Reports” are those available as an option in the majority of Views in all Modules.   Working reports primarily provide data in tabular format and may be exported in coma‐ delimited format.   Reports may also be exported.  Microsoft software products may be used by  the Licensee to configure data in report exports.       “Custom Reports” are those that use information from more than one view and/or are  designed to the specifications of the Licensee.  None have been identified at this time.  Funds,  however, have been included in Exhibit F for Customized Reports, to be determined during the  first year following full implementation at the discretion of the Licensee.      Software Engineering services required for development of Custom Reports are available on a  time and materials basis at the rate specified in Exhibit “F”.  The Licensee agrees to validate  reports and any subsequent revisions within 14 days of the report or revision being made  available.  Licensee is responsible for all validation, unless otherwise specified in the Custom  Report price.        174 12.BC.AttachmentE.Vanpool NTD - Draft CalVans MOU.doc Page 1 of 26 INTERAGENCY AGREEMENT FOR VANPOOL SERVICES BY AND BETWEEN THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION AND THE CALIFORNIA VANPOOL AUTHORITY THIS AGREEMENT is made and entered into this 15th day of September 2017, by and between the Riverside County Transportation Commission, a joint powers agency established under the Joint Exercise of Powers Act (hereinafter referred to as "RCTC" or “CLIENT”) and the California Vanpool Authority, a joint powers authority established under the Joint Exercise of Powers Act (hereinafter referred to as “CALVANS” or "CONTRACTOR"). CLIENT and CONTRACTOR are each a “PARTY” and collectively the “PARTIES”. WITNESSETH WHEREAS, RCTC is a member of CALVANS’ and has a seat on the CALVANS Board of Directors; and WHEREAS, RCTC will be the recipient of additional FTA Section 5307 funds through the reporting efforts of CALVANS for vanpool trips that travel to or from the Riverside-San Bernardino Urbanized Area and it is the desire of RCTC and CALVANS to encourage local participation in the CALVANS’ program so as to increase Section 5307 funding to RCTC; and WHEREAS, RCTC is committed to encouraging increased vanpool use in Western and Southern Riverside County (hereinafter referred to as “RCTC SERVICE AREA”) through the financial support of vanpool groups traveling to or from the Western and Southern area of Riverside County; and WHEREAS, in addition to being a public agency pursuant to California Government Code Section 6509, CONTRACTOR is qualified and experienced and has necessary technical and personnel resources to provide such services for the provision of vanpool services and in particular, to the Farm Laborer market as governed by Federal Department of Labor regulations. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1.Scope of Work (hereinafter referred to as “SOW”) a.CONTRACTOR shall perform services described in Exhibit A: Project Tasks/Services, Timeline and Budget, attached hereto and incorporated herein by reference and shall comply with all relevant conditions as set forth in the Agreement. b.For the purposes of this Agreement, a “vanpool” is defined as: i.a transit mode comprised of vans, small buses, or other vehicles that can transport seven to 15 individuals (including the driver who is a volunteer and shall not be paid for driving the vanpool); ii.a ridesharing arrangement for the vehicles’ driver and passengers; ATTACHMENT 5 175 12.BC.AttachmentE.Vanpool NTD - Draft CalVans MOU.doc Page 2 of 26 iii. the vanpool’s route regularly travels between a home origin and a work and/or vocational/post-secondary education destination; and iv. the vanpool’s origin and/or destination being to or from the RCTC SERVICE AREA. c. Time is of the essence in this Agreement. d. Said services and all duties incidental or necessary thereto shall be performed diligently and competently and in accordance with professional standards of performance. 2. Term a. The term of this Agreement shall be from the date of its execution until June 30, 2020 unless earlier terminated or otherwise extended by written authorization. b. Services performed under this Agreement shall commence only upon written Notice to Proceed by CLIENT to CONTRACTOR. 3. Exhibits. This Agreement includes the following Exhibits: Exhibit A: Project Tasks/Services, Timeline Exhibit B: RCTC Vanpool Program Service Area Exhibit C: Debarment and Suspension Certification Exhibit D: Federal Tax Form W-9, Request for Taxpayer Identification Number and Certification Exhibit E: Non-Lobbying Certification for Federal-Aid Contracts Instructions for Completion Of SF-LLL, Disclosure of Lobbying Activities Exhibit F: Clean Air Act and Federal Water Pollution Control Act Exhibit G: Buy America Compliance 4. Coordination/Staffing a. CONTRACTOR shall assign CALVANS Director as Project Manager to personally participate in said project. CLIENT also retains the right to approve any substitution of the Project Manager. No portion of the work included in this Agreement shall be subcontracted, except as provided herein, without the prior, written authorization of the CLIENT. CLIENT shall assign Brian Cunanan, Commuter and Motorist Assistance Manager, as its Project Manager under this Agreement. b. Services described in the SOW shall be performed by CONTRACTOR’s staff, Subcontractor(s) or other members of the project team, hereinafter referred to as “Subcontractor(s),” listed in Exhibit A: Project Tasks/Services, Timeline, and Budget. 5. Compensation. CLIENT shall pay CONTRACTOR fifty percent (50%) of each vanpool’s monthly lease cost, not to exceed FOUR HUNDRED AND NO/100 DOLLARS ($400.00) per vanpool per month. In no event shall total compensation exceed THREE HUNDRED FIFTY TWO THOUSAND DOLLARS AND NO CENTS ($352,000.00), during the term of this Agreement without prior written consent of CLIENT. In the event that multiple vehicles are used for a vanpool over the course of a month, the vanpool’s monthly lease cost shall reflect the lease cost for each vehicle utilized in the vanpool prorated for the portion of time the vehicle was in service. 176 12.BC.AttachmentE.Vanpool NTD - Draft CalVans MOU.doc Page 3 of 26 6. Invoicing a. Monthly invoices for services must be presented to CLIENT no later than the fifteenth day of the month for the month prior. CONTRACTOR shall submit an invoice to CLIENT, stating the amount due for such services on a monthly basis throughout the duration of the project. Said monthly invoicing shall be in a Microsoft Excel format, and shall provide the following information in each column, for vanpools subsidized during the period: i. Sequential count of vanpools subsidized in the period; ii. CALVANS/RCTC vanpool ID; iii. CALVANS vehicle number; iv. Driver/leaseholder first name; v. Driver/leaseholder last name; vi. Vanpool start date; vii. Identify other monthly expenses incurred by the vanpool group and paid for by CALVANS which is not reimbursable by RCTC’s subsidy (fuel, consumables, etc.) viii. Amount due under this Agreement; and ix. All other relevant information, comments and notes regarding the status of each vanpool and the Program (i.e. if Vanpool terminated during the month). b. The monthly invoice shall also include the contract amount, prior reimbursements by CLIENT, outstanding invoices unpaid, current invoice amount and contract balance. c. If an Invoice has any discrepancy, CLIENT will return the invoice to CONTRACTOR for corrections, and then CONTRACTOR will re-submit the invoice to CLIENT. Upon invoice approval, CLIENT shall reimburse the CONTRACTOR as promptly as its fiscal procedures permit, in accordance with this Agreement. Payment of the invoices will be made to CONTRACTOR after acceptance and approval by CLIENT. Such reimbursements shall be based upon actual eligible costs incurred by the CONTRACTOR consistent with the Exhibit A: Project Tasks/Services, Timeline, and Budget. No interest or carrying changes shall accrue to CONTRACTOR by reason of delayed payment. d. Invoicing Format and Content. All invoices submitted to CLIENT for payment shall be emailed directly to: Riverside County Transportation Commission ATTN: Brian Cunanan, Commuter and Motorist Assistance Manager bcunanan@RCTC.org The invoice shall be entitled “Invoice” or otherwise clearly identify that the document is an Invoice, and shall contain the following information: i. CLIENT’s “Bill To” information as stated in the above paragraph; ii. Invoice number and/or billing number specified by CONTRACTOR. The invoice number must be unique for each invoice submitted; 177 12.BC.AttachmentE.Vanpool NTD - Draft CalVans MOU.doc Page 4 of 26 iii. Invoice date; iv. Billing period specified with beginning and ending dates. The beginning date must not be sooner than the Notice to Proceed date of the Agreement, or within any previous billing dates; v. Total amount due for the billing period; vi. Total Agreement value; and vii. CLIENT Project Manager 7. Agreement Completion Retainer. No retainage will be held by CLIENT from progress payments due to CONTRACTOR. 8. Satisfactory Performance. Payment for services under this Agreement is contingent upon CLIENT’s determination that the performance of the CONTRACTOR has been satisfactory. 9. Ownership of Work Product a. Ownership of any reports, data, studies, surveys, charts, memoranda, and any other documents which are developed, compiled, or produced as a result of this Agreement, whether or not completed, shall vest with CLIENT. b. Methodology, materials, software logic and systems developed under this Agreement are the property of CLIENT, and may be used by CLIENT as it sees fit, including the right to revise or publish the same without limitation. 10. Additional Services. CONTRACTOR may be requested to perform additional services beyond the original SOW. Such work may be undertaken only upon prior written authorization of CLIENT based upon an agreed amount of compensation. 11. Notices a. Any notice to be given to the PARTIES hereunder shall be addressed as follows (until notice of a different address is given to the PARTIES): CLIENT: Riverside County Transportation Commission Brian Cunanan, Commuter and Motorist Assistance Manager 4080 Lemon St, 3rd Floor, Riverside, CA 92501 bcunanan@RCTC.org CONTRACTOR: California Vanpool Authority Ronald Hughes, Executive Director 1340 North Drive, Hanford, CA 93230 Ron.Hughes@co.kings.ca.us b. Any and all notices or other communications required or permitted relative to this Agreement shall be in writing and shall be deemed duly served and given when personally delivered to either of the PARTIES, CONTRACTOR or CLIENT, to whom it is directed; or in lieu of such personal service, when deposited in the 178 12.BC.AttachmentE.Vanpool NTD - Draft CalVans MOU.doc Page 5 of 26 United States mail, first class, postage prepaid, addressed to CONTRACTOR or to CLIENT at the addresses set forth above. c. Either PARTY may change their address for the purpose of this paragraph by giving written notice of such change to the other PARTY in the manner provided for in the preceding paragraph. 12. Agreement Contains All Understandings / Amendments a. This document represents the entire and integrated Agreement between CLIENT and CONTRACTOR, and supersedes all prior negotiations, representations and agreements, either written or oral. b. Any modification or amendment to this Agreement must be in writing. c. Neither CLIENT nor CONTRACTOR shall be deemed to have waived any obligation of the other, or to have agreed to any modification to this Agreement unles s it is in writing, and signed by the PARTY giving the waiver. 13. Severability. If any term of this Agreement is held invalid by a court of competent jurisdiction or arbitrator the remainder of this Agreement shall remain in effect. 14. Termination a. Termination of Convenience of CLIENT. CLIENT may terminate this Agreement at any time by giving notice to the CONTRACTOR of such termination (including the effective termination date) at least sixty (60) calendar days before the effective date of such termination. In such event, all finished or unfinished documents and other materials as described in this Agreement, at the option of CLIENT, become CLIENT’s property. If this Agreement is terminated by CLIENT, as provided herein, CLIENT’s only obligation shall be the payment of fees and expenses incurred prior to the termination date, for work deemed satisfactory to CLIENT, in accordance with the cost provisions of this Agreement. b. Termination for Cause. If through any cause, the CONTRACTOR shall fail to fulfill in a timely and proper manner its obligations under this Agreement, or if the CONTRACTOR violates any of the covenants, terms, or stipulations of this Agreement, CLIENT shall thereupon have the right to terminate the Agreement by giving not less than ten (10) working days written notice to the CONTRACTOR of the intent to terminate and specifying the effective date thereof. In such event, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, reports or other materials prepared by the CONTRACTOR under this Agreement shall, at the option of CONTRACTOR, become CLIENT’s property. 15. Records Retention and Audits. CONTRACTOR shall maintain adequate records of contract performance costs, expenses, etc., and make these records available for inspection, audit, and copying by CLIENT and CONTRACTOR’s principal place of business during the Agreement period and for a period of three (3) years from the date of final payment, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain 179 12.BC.AttachmentE.Vanpool NTD - Draft CalVans MOU.doc Page 6 of 26 same until CLIENT, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). 16.Subcontracting. In accordance with Government Code Section 7550, CONTRACTOR agrees to state in a separate section of any filed report the numbers and dollars amounts of all contracts and subcontracts relating to preparation of the report. 17. Assignment. The Agreement shall not be assigned by the CONTRACTOR, in whole or in part, without the prior written consent of CLIENT. Any purported assignment or delegation of performance in violation of this provision is void. Subject to the foregoing this Agreement is binding and shall inure to the benefit of the successors and assigns of the PARTIES to this Agreement. 18. Indemnification a. In no event shall CLIENT, its members, officers, employees and agents, be liable for incidental, indirect, special or consequential damages, lost profits, savings, revenues, lost data, downtime, accidents, death, injury, dismemberment, and other losses whether or not CLIENT, their officers, employees and agents have been advised of the possibility of such damages. b. To the full extent permitted by law, CONTRACTOR shall indemnify, hold harmless, release and defend CLIENT, its members, officers, employees and agents, from and against any and all actions, claims, demands, damages, disability, losses, expenses including attorney's fees and other defense costs and liabilities of any nature that may be asserted by any person or entity including CONTRACTOR and vanpool users, in whole or in part, arising out of CONTRACTOR’s activities hereunder, including the activities of other persons employed or utilized by CONTRACTOR in the performance of this Agreement (including design defects and regardless of CLIENT 's approval, use or acceptance of the work or work product hereunder) excepting liabilities due to the admitted or adjudicated sole negligence or willful misconduct of CLIENT. If the adjudicated or admitted sole negligence or willful misconduct of RCTC or RCTC has contributed to a loss, CONTRACTOR shall not be obligated to indemnify CLIENT for the proportionate share of such loss caused by such sole negligence or willful misconduct. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable by or for CONTRACTOR under Worker's Compensation, disability or o ther employee benefit acts or the terms, applicability or limitations of any insurance held or provided by CONTRACTOR and shall continue to bind the PARTIES after termination/completion of this Agreement. 19. Insurance/ Notification. Prior to the beginning, and throughout the duration, of the work, CONTRACTOR will maintain insurance in conformance with the requirements set forth below. CONTRACTOR will use existing coverage to comply with these requirements. If that existing coverage does not meet the require ments set forth 180 12.BC.AttachmentE.Vanpool NTD - Draft CalVans MOU.doc Page 7 of 26 here, it will be amended to do so. CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds in excess of the limits and coverage required in this Agreement and which is applicable to a given loss, will be available to CLIENT. CONTRACTOR is covered by, and agrees to maintain, general liability insurance for bodily injury and property damage arising directly from its negligent acts or omissions with limits as specified below. Certificates of insurance shall be provided to CLIENT prior to commencement of work by CONTRACTOR. CONTRACTOR agrees to name CLIENT, its public officials, officers and employees as additional insured on the Commercial General Liability and Business Auto Insurance and hold harmless from any loss, damage or liability arising directly from any negligent act or omission by CONTRACTOR. CONTRACTOR shall not be responsible for any loss, damage or liability arising from any act or omission by CLIENT, its officials, officers or employees. CONTRACTOR shall provide the following types and amounts of insurance: a. Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01, with an edition date of April 2013. Coverage for an additional insured shall not be limited to its vicarious liability. Defense costs must be paid in addition to limits. Limits shall be no less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregates. b. Workers' Compensation on a state-approved policy form providing statutory benefits as required by law with employer’s liability limits no less than $1,000,000 per accident for all covered losses. c. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including owned, non-owned and hired autos, or the exact equivalent. Limits shall be no less than $10,000,000 per accident, combined single limit. If CONTRACTOR owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. d. Certificate of Insurance. CONTRACTOR shall file a certificate of insurance completed and filed with CLIENT within fifteen (15) days of execution of this Agreement and prior to engaging any operation or activities set forth in this Agreement. The foregoing policies shall provide that no cancellation, or expiration by insurance company or insured during the term of this contract shall occur without ten (10) days written notice to CLIENT prior to the effective date of such cancellation or change in coverage. e. All such insurance shall be written on an occurrence basis, or, if the policy is not written on an occurrence basis, such policy with the coverage required herein shall continue in effect for a period of two (2) years after completion of the contract. f. The Commercial General Liability and Business Auto insurance policies shall provide an endorsement naming CLIENT, its officers, agents, employees and 181 12.BC.AttachmentE.Vanpool NTD - Draft CalVans MOU.doc Page 8 of 26 volunteers as Additional Insured, and shall further provide that such insurance is primary insurance to any insurance or self-insurance maintained by CLIENT and that the insurance of the Additional Insured shall not be called upon to contribute to a loss covered by the insurance CLIENT. 20. Conflict of Interest. CONTRACTOR covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of its services hereunder. CONTRACTOR further covenants that in the performance of this Agreement, no person having any such interest shall be employed. 21. Amendment. This Agreement shall constitute the entire Agreement between the PARTIES and shall supersede any previous agreements, whether verbal or written, concerning the same subject matter. No modification of this Agreement shall be effective unless and until evidence by a writing is signed by both PARTIES. 22. No Waiver of Breach/Time. The waiver by CLIENT of any breach of any term or promise contained in this Agreement shall not be deemed to be a waiver of such term or provision or any subsequent breach of the same or any other term or promise contained in this Agreement. Time is of the essence in carrying out the duties hereunder. 23. Third Party Beneficiaries. Nothing contained in this Agreement shall be construed to create and the PARTIES do not intend to create any rights in third PARTIES. 24.Attorney’s Fees, Applicable Law and Forum. In the event either PARTY brings an action or proceeding for damages arising out of the other's performance under this Agreement or to establish the right or remedy of either PARTY, the prevailing PARTY shall be entitled to recover reasonable attorneys’ fees and costs as part of such action or proceeding, whether or not such action or proceeding is prosecuted to judgment. This Agreement shall be construed and interpreted according to California law, and any action to enforce the terms of this Agreement or for the breach thereof shall be brought and tried in the County of Riverside. 25. Independent Contractor. The PARTIES intend that CONTRACTOR, in performing the services specified herein, shall act as an independent contractor and shall have control of the work and the manner in which it is performed. CONTRACTOR is not to be considered an agent or employee of CLIENT and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CLIENT provides its employees. In the event CLIENT exercises its right to terminate this Agreement, CONTRACTOR expressly agrees that he/she shall have no recourse nor right of appeal under rules, regulations, ordinances or laws applicable to employees. 26. Taxes. CONTRACTOR agrees to file tax returns and pay all applicable taxes on amounts paid pursuant to this Agreement and shall be solely liable and responsible to pay such 182 12.BC.AttachmentE.Vanpool NTD - Draft CalVans MOU.doc Page 9 of 26 taxes and other obligations, including, but not limited to, state and federal income and FICA taxes. CONTRACTOR agrees to indemnify and hold CLIENT harmless from any liability which it may incur to the United States or to the State of California as a consequence of CONTRACTOR’S failure to pay, when due, all such taxes and obligations. 27. Federal Tax Forms. Prior to issuing the initial claim under this Agreement, the CONTRACTOR shall submit Federal Tax Form W-9, Request for Taxpayer Identification Number and Certification to the following address: Riverside County Transportation Commission Brian Cunanan, Commuter and Motorist Assistance Manager 4080 Lemon St, 3rd Floor, Riverside, CA 92501 bcunanan@RCTC.org Unless CLIENT receives a completed Tax Form W-9, payments for services performed under this Agreement shall be subject to federal backup withholding. 28. Compliance with Laws, Rules and Regulation a. CONTRACTOR shall study and comply with all applicable federal, state and local laws, rules and regulations affecting the CONTRACTOR and his/her work hereunder. CONTRACTOR represents and warrants to CLIENT that CONTRACTOR has and will keep in effect during the term of this Agreement all licen ses, permits, qualifications and approvals of whatsoever nature which are legally required for CONTRACTOR to practice Contractor’s profession and to do the work hereunder. b. CONTRACTOR agrees to abide by the requirements of the Immigration and Control Reform Act pertaining to assuring that all employees of CONTRACTOR performing any services under this Agreement have a legal right to work in the United States of America, that all required documentation of such right to work is inspected, and that INS Form 1-9 (as it may be amended from time to time) is completed and on file for each employee. CONTRACTOR shall make the required documentation available upon request to CLIENT for inspection. 29. Interpretation. Notwithstanding the fact that one or more provisions of this Agreement may have been drafted by one of the PARTIES to this Agreement, such provisions shall be interpreted as though they were a product of a joint drafting effort and no provisions shall be interpreted against a PARTY on the ground that said PARTY was solely or primarily responsible for drafting the language to be interpreted. 30.National Transit Database (NTD). CONTRACTOR shall report all required NTD data in the monthly and annual NTD reporting system and provide CLIENT a copy of each report submitted. CONTRACTOR agrees to comply with all NTD reporting requirements, and shall be responsible for resulting record keeping and auditing responsibilities. 183 12.BC.AttachmentE.Vanpool NTD - Draft CalVans MOU.doc Page 10 of 26 IN WITNESS WHEREOF, the PARTIES hereto have caused this Agreement to be executed the day, month and year first above written. CLIENT: _________________________________ Anne Mayer Executive Director Riverside County Transportation Commission CONTRACTOR: ________________________________ Ron Hughes Executive Director California Vanpool Authority 184 12.BC.AttachmentE.Vanpool NTD - Draft CalVans MOU.doc Page 11 of 26 Exhibit A: Scope of Work Project Tasks/Services, Timeline A. SERVICES PROVIDED: 1. CONTRACTOR shall perform all activities and work necessary to start and administer a vanpool passenger incentive program, including, the provision of vanpool services. 2. Each vanpool shall comply with the following: a. The passengers and drivers (“Participants”) shall be volunteers. b. Each vanpool shall have a minimum of five (5) Participants (including the driver) and vehicles shall be maintained in a professional manner with routine service and repairs when needed. All vehicles shall be in compliance with Federal Motor Vehicle Safety Standards as well as equipment/feature requirements to comply with local, State and/or Federal farm laborer transportation rules, regulations and laws. c. The vanpool must be used for commuting purposes to and from a regular work site and/or vocational/post-secondary education destination (college, trade school, etc). d. Vanpools shall either begin or end its commute within the RCTC SERVICE AREA in Riverside County, which includes the following cities and communities: Arlington, Banning, Beaumont, Belvedere Heights. Calimesa, Canyon Crest Heights, Canyon Lake, Casa Blanca, Cherry Valley, Corona, Edgemont. El Cerrito, Ennis, Glen Avon. Hemet. Highland Springs, Home Gardens, Homeland, La Sierra, Lake Elsinore, Lakeland Village, Lakeview, Lemona, May, Menifee. Mira Loma, Moreno Valley, Nicklin, Norco, Nuevo, Ormand, Pedley, Pepper Corner, Perris, Prenda, Quail Valley, Ramona Bowl, Riverside, Romoland, Rubidoux, San Jacinto, Sedco Hills, Sun City, Sunnymead, Valle Vista, Winchester and Woodcrest. Refer to Exhibit B for a map of the RCTC Vanpool Program Service Area. e. Vehicles provided shall be seven (7) to 15-passenger vehicles. f. The minimum occupancy must be 70% or higher at startup and maintained on an ongoing basis at 70%. g. Mileage from where the leased vehicle is parked at night to where the vehicle is parked at the regular worksite and/or vocational/post-secondary education destination must be at least 15 miles one-way, or 30 miles round trip. h. The vanpool must operate at least 12 days during each calendar month. 3. CONTRACTOR agrees to furnish all labor, materials, equipment, licenses, permits, fees, and other incidentals necessary to perform and complete, per schedule, in a professional manner, the services described herein. 4. CONTRACTOR shall provide all program outreach/marketing, vehicle maintenance, insurance, towing/emergency repair services and customer service. CONTRACTOR shall provide a guaranteed ride home (GRH) program for Participants who experience non-work related mid-day emergencies such as flood/fire in the home, illness of self or dependent, that require them to return home prior to the departure 185 12.BC.AttachmentE.Vanpool NTD - Draft CalVans MOU.doc Page 12 of 26 of the vanpool. This incentive will be limited to two (2) GRH per Participant per calendar year. 5. CONTRACTOR shall comply with applicable state and federal laws and regulations, including, driver and vehicle certification, licenses for all Participants who may drive a vanpool vehicle, and vehicle registration. CONTRACTOR shall obtain DMV Form DL- 51 from all vanpool drivers operating a 10 to 15 passenger vehicle. CONTRACTOR shall obtain DMV Form DL-51 from vanpool drivers every two years, or sooner, if required. 6. Each Vanpool will transport employees/agricultural employees and/or vocational/post-secondary education students between their place of residence and place of employment/educational institution for their daily commute. The compensation provided by CLIENT pursuant to this Agreement will be used by CONTRACTOR to offset the capital costs of leasing vanpool vehicle(s) during the Term of this agreement. 7. CONTRACTOR shall collect daily, and report in the Monthly Reports, information about the following measurements by each Vanpool: a. Number of riders, including the driver, and full names of riders b. Daily distance traveled (daily van miles), c. Daily distance traveled by each rider (passenger miles), d. Monthly distance traveled (monthly van miles), e. Calculated vehicle miles traveled (VMT) reduced each month f. Number of vehicles operated in maximum service (VOMS), and g. Vehicles service hours (VSH) of during the period , and h. Any comments, complaints, grievances or compliments from Participants and/or employers during the period, and how the CONTRACTOR responded to and/or resolved the comments. 8. CLIENT will retain the right to request mileage and vanpool operational information after the Term of this agreement expires. 9. CONTRACTOR shall report into the National Transit Database (NTD) costs incurred by Participants related to the vanpool. 10. CONTRACTOR shall affix decal on vanpool which identifies RCTC Transit as the sponsor of the vanpool. CLIENT shall supply decals to CONTRACTOR. CONTRACTOR shall provide photo documentation of vanpool showing decal. 11. All vanpools shall comply with federal requirements, including: a. The Americans with Disabilities Act (ADA), b. The federal Buy America requirements, c. The Transit Administration’s requirements to advertise the vanpool to the general public and permit any public to participate in the vanpool, and d. Restriction on personal use of the vanpool not to exceed 20% of the total van miles traveled during a month period. 12. Upon approval, the Participants in the vanpool (including the driver and all passengers) are no longer eligible to receive compensation and/or subsidies from any other public agency ongoing vanpool program. Ongoing vanpool subsidy programs include, but are not limited to those offered by the Los Angeles County Metropolitan Transportation Authority (Metro), Orange County Transportation 186 12.BC.AttachmentE.Vanpool NTD - Draft CalVans MOU.doc Page 13 of 26 Authority (OCTA), Riverside County Transportation Commission (RCTC), San Bernardino County Transportation Commission (SBCTA), San Diego Association of Governments (SANDAG) and/or the Victor Valley Transit Authority (VVTA). Participants are also not eligible to receive any further vanpool incentives from the IE Commuter program, funded by RCTC and SBCTA, including but not limited to their staggered nine-month vanpool subsidy and the three-month, $2 a day gift card program. Accepting compensation and/or subsidies from any of the above- mentioned programs while participating in the CalVans vanpool program provided through RCTC simultaneously will immediately disqualify the vanpool and its Participants from participating in the CLIENT’s Vanpool Program. 13. Employer/Contractor subsidies provided directly to any of the Participants are permitted, including, but not limited to the Federal Mass Transportation Benefits Program (MTBP) provided to many qualified federal employees. In addition, IE Commuter offers a reward program (Rideshare Plus) for Inland Empire residents that have been ridesharing for three or more months and vanpool Participants are eligible to participate in this ongoing reward program. B. CONTRACT DELIVERABLES 1. Monthly invoice with documentation backing up the activity during the period, 2. Interim progress report on a Quarterly basis describing outreach efforts and resulting vanpool formation, 3. Annual report which follows the close of the RCTC fiscal year (June 30th of each year), submitted to CLIENT by no later than September 1st of each year to contain the information submitted in the annual NTD report , and 4. Final report due to CLIENT by contract end date. 187 12.BC.AttachmentE.Vanpool NTD - Draft CalVans MOU.doc Page 14 of 26 Exhibit B – RCTC Vanpool Program Service Area 188 12.BC.AttachmentE.Vanpool NTD - Draft CalVans MOU.doc Page 15 of 26 Exhibit C: Title 49, Code of Federal Regulations, Part 29 Debarment and Suspension Certification 1. All persons or firms, including Subcontractor(s), must complete this certification and certify, under penalty of perjury, that, except as noted below, he/she or any person associated therewith in the capacity of owner, partner, director, officer, or manager: a. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; b. Have not, within the three (3) year period preceding this certification, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction, violation of Federal or state antitrust statutes, or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; c. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses listed in subparagraph (1)(b) of this certification; and d. Have not, within the three (3) year period preceding this certification, had one or more public transactions (Federal, state, and local) terminated for cause or default. 2. If such persons or firms later become aware of any information contradicting the statements of paragraph (1), they will promptly provide that information to CLIENT. 3. If there are any exceptions to this certification, insert the exceptions in the following space. 4. Exceptions will not necessarily result in denial of award, but will be considered in determining bidder responsibility. For any exception noted above, indicate below to whom it applies, initiating agency, and dates of actions. 5. The certification in this clause is a material representation of fact relied upon by CLIENT. If it is later determined that the CONTRACTOR knowingly rendered an erroneous certification, in addition to remedies available to CLIENT, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The CONTRACTOR agrees to comply with the requirem ents of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The CONTRACTOR further agrees to include a provision requiring such compliance in its lower tier covered transactions. ____________________________ Name of Firm ____________________________ Signature (original signature required) ____________________________ Date 189 12.BC.AttachmentE.Vanpool NTD - Draft CalVans MOU.doc Page 16 of 26 Exhibit D: Federal Tax Form W-9, Request for Taxpayer Identification Number and Certification 190 12.BC.AttachmentE.Vanpool NTD - Draft CalVans MOU.doc Page 17 of 26 Exhibit E: Non-Lobbying Certification for Federal-Aid Contracts Instructions For Completion Of SF-LLL, Disclosure Of Lobbying Activities 191 12.BC.AttachmentE.Vanpool NTD - Draft CalVans MOU.doc Page 18 of 26 NON-LOBBYING CERTIFICATION FOR FEDERAL-AID CONTRACTS I, California Vanpool Authority, certifies, by signing and submitting this proposal, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds, other than Federal appropriated funds, have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subjec t to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her proposal that he or she shall require that the language of this certification be included in a ll lower tier subcontracts, which exceed $100,000 and that all such sub-recipients shall certify and disclose accordingly. Executed this day of , 2017 By: Signature of authorized official 192 12.BC.AttachmentE.Vanpool NTD - Draft CalVans MOU.doc Page 19 of 26 INSTRUCTIONS FOR COMPLETION OF SF-LLL, DISCLOSURE OF LOBBYING ACTIVITIES This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient, at the initiation or receipt of a covered Federal action or a material change to previous filing pursuant to Title 31 U.S.C. Section 1352. The filing of a form is required for such payment or agreement to make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with a covered Federal action. Use the SF-LLL-A Continuation Sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information. 1. Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence the outcome of a covered Federal action. 2. Identify the status of the covered Federal action. 3. Identify the appropriate classification of this report. If this is a follow -up report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this covered Federal action. 4. Enter the full name, address, city, state and zip code of the reporting entity. Include Congressional District if known. Check the appropriate classification of the reporting entity that designates if it is or expects to be a prime or subaward recipient. Identify the tier of the subawardee, e.g., the first subawardee of the prime is the first tier. Subawards include but are not limited to subcontracts, subgrants and contract awards under grants. 5. If the organization filing the report in item 4 checks ”Subawardee” then enter the full name, address, city, state and zip code of the prime Federal recipient. Include Congressional District, if known. 6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organization level below agency name, if known. For example, Department of Transportation, United States Coast Guard. 7. Enter the Federal program name or description for the covered Federal action in item 1. If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans and loan commitments. 8. Enter the most appropriate Federal identifying number available for the Federal action identified in item 1 (e.g., Request for Proposal (RFP) number, Invitation for Bid (IFB) number, grant announcement number, the contract, grant, or loan award number, the application/proposal control number assigned by the Federal agency. Include prefixes, e.g. RFP-DE-90-001. 193 12.BC.AttachmentE.Vanpool NTD - Draft CalVans MOU.doc Page 20 of 26 9. For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan commitments for the prime entity identified in item 4 or 5. 10. (a) Enter the full name, address, city, state and zip code of the lobbying entity engaged by the reporting entity identified in item 4 to influence the covered Federal action. (b) Enter the full names of the individual(s) performing services and include full address if different from 10 (a). Enter Last Name, First name and Middle Initial (MI). 11. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (item 4) to the lobbying entity (item 10). Indicate whether the payment has been made (actual) or will be made (planned). Check all boxes that apply. If this is a material change report, enter the cumulative amount of payment made or planned t o be made. 12. Check the appropriate box (es). Check all boxes that apply. If payment is made through an in-kind contribution, specify the nature and value of the in-kind payment. 13. Check the appropriate box(es). Check all boxes that apply. If other, specify nature. 14. Provide a specific and detailed description of the services that the lobbyist has performed or will be expected to perform and the date(s) of any services rendered. Include all preparatory and related activity, not just time spent in actual contact with Federal official(s). Identify the Federal officer(s) or employee(s) contacted or the officer(s) employee(s) or Member(s) of Congress that were contacted. 15. Check whether or not a SF-LLL-A Continuation Sheet(s) is attached. 16. The certifying official shall sign and date the form print his/her name title and telephone number Public reporting burden for this collection of information is estimated to average 30 minutes per response, including time for reviewing instruction, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0046), Washington, D.C. 20503 194 12.BC.AttachmentE.Vanpool NTD - Draft CalVans MOU.doc Page 21 of 26 DISCLOSURE OF LOBBYING ACTIVITIES Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352 (See reverse for public burden disclosure.) 1. Type of Federal Action:  a. contract b. grant c. cooperative agreement d. loan e. loan guarantee f. loan insurance 2. Status of Federal Action:  a. bid/offer application b. initial award c. post-award 3. Report Type:  a. initial filing b. material changes For Material Change Only: year quarter date of last report 4. Name and Address of Reporting Entity:  Prime  Subawardee Tier , if known: Congressional District, if known: 5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Congressional District, if known: 6. Federal Department/Agency: 7. Federal Program Name/Description: CFDA number, if applicable: 8. Federal Action Number, if known: 9. Award Amount, if known: $ 10. a. Name and Address of Lobbying Entity (if individual, last name, first name, MI) b. Individuals Performing Services (including address if different from No 10a) (last name, first name, MI): (attach Continuation Sheet(s) SF - LLL - A if necessary) 11. Amount of Payment (check all that apply): $  actual  planned 13. Type of Payment (check all that apply):  a. retainer  b. one-time fee 12. Forum of Payment (check all that apply):  a. cash  b. in-kind; specify nature: value:  c. commission  d. contingent fee  e. deferred  f. other specify: 14. Brief Description of Services Performed or to be Performed and Date(s) of Service, including officer(s), employee(s) or Member(s) contracted for Payment indicated in Item, 11: (attach Continuation Sheet(s) SF-LLL-A if necessary) 16. Information requested through this form is authorized by Code 31 U.S.C. Section 1352. This disclosure of lobbying activities is a material representation of fact upon which reliance was placed by the tier above when this transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to the Congress semi- annually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000.00 and not more than $100,000.00 for each such failure. Signature: _______________________________________________________________ Print name: _____________________________________________________________ Title: ___________________________________________________________________ Telephone No: _________________ Date: 195 12.BC.AttachmentE.Vanpool NTD - Draft CalVans MOU.doc Page 22 of 26 DISCLOSURE OF LOBBYING ACTIVITIES (Continuation Sheet) Reporting Entity: Page of 196 12.BC.AttachmentE.Vanpool NTD - Draft CalVans MOU.doc Page 23 of 26 Exhibit F: Clean Air Act and Federal Water Pollution Control Act 197 12.BC.AttachmentE.Vanpool NTD - Draft CalVans MOU.doc Page 24 of 26 BIDDER’S CERTIFCATION OF COMPLIANCE WITH CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT By submission of this bid, the bidder, Federal-aid construction contractor, or subcontractor, as appropriate, hereby certifies: 1. That any facility that is or will be utilized in the performance of this contract, unless such contract is exempt under the Clean Air Act, as amended (42 U.S.C. 1857 et seq., as amended by Pub.L. 91-604), and under the Federal Water Pollution Control Act, as amended (33 U.S.C. 1251 et seq., as amended by Pub.L. 92-500), Executive Order 11738, and regulations in implementation thereof (40 CFR 15) is not listed, on the date of contract award, on the U.S. Environmental Protection Agency (EPA) List of Violating Facilities pursuant to 40 CFR 15.20. 2. That the bidder agrees to comply and remain in compliance with all the requirements of section 114 of the Clean Air Act and section 308 of the Federal Water Pollution Control Act and all regulations and guidelines listed hereunder. 3. That the successful bidder shall promptly notify SBCTA of the receipt of any communication from the Director, Office of Federal Activities, EPA, indicating that a facility that is or will be utilized for the contract is under consideration to be listed on the EPA List of Violating Facilities. 4. That the successful bidder agrees to include or cause to be included these requirements in every nonexempt subcontract, and further agree to take such action as the government may direct as a means of enforcing such requirements. Signature and Title of Authorized Official: 198 12.BC.AttachmentE.Vanpool NTD - Draft CalVans MOU.doc Page 25 of 26 Exhibit G: Buy America Compliance 199 12.BC.AttachmentE.Vanpool NTD - Draft CalVans MOU.doc Page 26 of 26 VENDOR’S CERTIFICATION OF COMPLIANCE WITH BUY AMERICA REQUIREMENTS FOR STEEL, IRON AND MANUFACTURED PRODUCTS CONTRACTOR agrees to comply with 49 U.S.C. Section 5323(j) and 49 C.F.R. Part 661 which provide that Federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the project is subject to a general waiver. General waivers are listed in 49 C.F.R. Section 661.7, and include final assemble in the United States for 15 passenger vans and 15 passenger wagons produced by Chrysler Corporation, and microcomputer equipment and software. Separate requirements for rolling stock are set out at 49 U.S.C. Section 5323(j)(2)(c) and 49 C.F.R. Section 661.11. CONTRACTOR hereby certifies that it will meet the requirements of 49 U.S.C. Section 5323(j) and the applicable regulations in 49 C.F.R. Part 661. Signature and Title of Authorized Official: 200 Brian CunananCommuter & Motorist Assistance Manager Western Riverside County Programs and Projects CommitteeAugust 28, 2017Development andImplementation of an Ongoing Vanpool Subsidy Program What is a Vanpool?Rideshare arrangement with 7 to 15 passengersfor work commutes Development and Implementation of an Ongoing Vanpool Subsidy Program FTA recognizes vanpooling as a transit mode Why Vanpools? •FTA considers vanpooling a transit mode•Efficient services results in additional federal funding•A great option for long distance commuters•3,000 vanpools subsidized each day:–SANDAG/LA Metro 2007–Victor Valley 2012–SunLine 2017–SBCTA 2018Development and Implementation of an Ongoing Vanpool Subsidy Program Program Design & Results•Provide $400 per month per vanpool through a third party lease model•Report data into National Transit Database (NTD)•FTA allocates Section 5307 funding two years later•$2 of Section 5307 funding is returned for $1 invested•High miles + passengers + 5 day work weeks = $$$•Efficient, improves traffic congestion and air qualityDevelopment and Implementation of an Ongoing Vanpool Subsidy Program Feasibility Study•Conducted by WSP May to August 2017•Inventoried existing vanpools •Employer-owned vanpools may transition to third party lease•Promising market and results!Study Results:-100+ vanpools by fiscal year end-Combination of traditional employer & farm workers-Economy + marketing = program growthDevelopment and Implementation of an Ongoing Vanpool Subsidy Program Staff Recommendation #1: Approve the development and implementation of a Western Riverside County ongoing vanpool subsidy program •100+ Vanpools in first year, ramps up to over 200+ in FY 20Development and Implementation of an Ongoing Vanpool Subsidy Program 117 175 224 251 277 304 330 365 - 50 100 150 200 250 300 350 400FY 18 FY 19 FY 20 FY 21 FY 22 FY 23 FY 24 FY 25Total Vanpools by FY-End $769,929 $998,930 $1,231,141 $1,391,688 $1,500,837 $1,703,214 $1,804,846 $1,962,656 $- $500,000 $1,000,000 $1,500,000 $2,000,000 $2,500,000 $3,000,000 $3,500,000FY 18 FY 19 FY 20 FY 21 FY 22 FY 23 FY 24 FY 25Total Program Expenses Total 5307 Revenue ReturnedTotal Vanpools by FY-EndFY 18FY 19FY 20FY 21FY 22FY 23FY 24FY 25117 175 224 251 277 304 330 365 •100+ Vanpools in first year, ramps up to over 200+ in FY 20Development and Implementation of an Ongoing Vanpool Subsidy Program Development and Implementation of an Ongoing Vanpool Subsidy Program $769,929 $998,930 $1,231,141 $1,391,688 $1,500,837 $1,703,214 $1,804,846 $1,962,656 $- $500,000 $1,000,000 $1,500,000 $2,000,000 $2,500,000 $3,000,000 $3,500,000FY 18 FY 19 FY 20 FY 21 FY 22 FY 23 FY 24 FY 25Total Program Expenses Total 5307 Revenue ReturnedTotal Vanpools by FY-EndFY 18FY 19FY 20FY 21FY 22FY 23FY 24FY 25117 175 224 251 277 304 330 365 •100+ Vanpools in first year, ramps up to over 200+ in FY 20•3-year “startup” period funded by Measure A CAP ($3 million)Startup Funded by Measure A CAPStaff Recommendation #2: Approve an allocation for FY 2017/18 through FY 2019/20 in the amount of $3 million in 2009 Measure A Western County Commuter Assistance Program (CAP) funds for the vanpool program initial three-year development and implementation; Program Development•WSP- Program development and implementation, marketing/outreach plan, and program staff supportDevelopment and Implementation of an Ongoing Vanpool Subsidy Program Staff Recommendation #3: Approve Agreement No. 15‐41‐038‐03, Amendment No. 3 to Agreement No.15‐41‐038‐00, with WSP USA, Inc. (WSP), for professional services for vanpool programdevelopment and implementation, marketing plan development and programoutreach/advertising, and program staff support, for an additional amount of $947,647, and a total amount not to exceed $7,382,976, and to extend the agreement for an additional year through June 30, 2020; Program Development•WSP- Program development and implementation, marketing/outreach plan, and program staff support•Media Beef - Expand IE Commuter software to serve as one-stop application, reporting and database online systemDevelopment and Implementation of an Ongoing Vanpool Subsidy Program Staff Recommendation #4: Approve Agreement No. 14‐41‐156‐03, Amendment No. 3 to Agreement No.14‐41‐156‐00, with Media Beef, Inc. (Media Beef) for programming enhancements and a vanpool application, reporting, and database system within the IE Commuter website, for an additional amount of $142,000, and a total amount not to exceed $1,274,300, and to extend the agreement for an additional year through June 30, 2020; Program Development•WSP- Program development and implementation, marketing/outreach plan, and program staff support•Media Beef - Expand IE Commuter software to serve as one-stop application, reporting and database online system•TransTrack- IE Commuter upload to TransTrack/NTD reports Development and Implementation of an Ongoing Vanpool Subsidy Program Staff Recommendation #5: Approve Agreement No. 08‐62‐005‐07, Amendment No. 7 to Agreement No.08‐62‐005‐00, with TransTrack, for the development of a handshake from IE Commuterto TransTrack for reporting purposes for the Commission’s ongoing vanpool subsidyprogram as well as the SunLine Transit Agency (SunLine) program, for an additionalamount of $31,000, and a total amount not to exceed $557,000; Program Development•WSP- Program development and implementation, marketing/outreach plan, and program staff support•Media Beef - Expand IE Commuter software to serve as one-stop application, reporting and database online system•TransTrack- IE Commuter upload to TransTrack/NTD reports •CalVans- Subsidize agricultural/educational vanpoolsDevelopment and Implementation of an Ongoing Vanpool Subsidy Program Staff Recommendation #6: Approve Agreement No. 18‐41‐038‐00 with California Vanpool Authority (CalVans) toto provide 3rd party leased vehicles to agricultural/post secondary educational commuters in exchange for Commission subsidies funded by the Measure A CAP; Program Development•WSP- Program development and implementation, marketing/outreach plan, and program staff support•Media Beef - Expand IE Commuter software to serve as one-stop application, reporting and database online system•TransTrack- IE Commuter upload to TransTrack/NTD reports •CalVans- Subsidize agricultural/educational vanpools•TBD - Release a request for proposal (RFP) for third party leasing vendor services for traditional employer vanpoolsDevelopment and Implementation of an Ongoing Vanpool Subsidy Program Development and Implementation of an Ongoing Vanpool Subsidy Program $769,929 $998,930 $1,231,141 $1,391,688 $1,500,837 $1,703,214 $1,804,846 $1,962,656 $- $500,000 $1,000,000 $1,500,000 $2,000,000 $2,500,000 $3,000,000 $3,500,000FY 18 FY 19 FY 20 FY 21 FY 22 FY 23 FY 24 FY 25Total Program Expenses Total 5307 Revenue ReturnedTotal Vanpools by FY-EndFY 18FY 19FY 20FY 21FY 22FY 23FY 24FY 25117 175 224 251 277 304 330 365 •100+ Vanpools in first year, ramps up to over 200+ in FY 20•3-year “startup” period funded by Measure A CAP ($3 million)Startup Funded by Measure A CAP $- $500,000 $1,000,000 $1,500,000 $2,000,000 $2,500,000 $3,000,000 $3,500,000FY 18 FY 19 FY 20 FY 21 FY 22 FY 23 FY 24 FY 25Total Program ExpensesTotal 5307 Revenue Returned•100+ Vanpools in first year, ramps up to over 200+ in FY 20•3-year “startup” period funded by Measure A CAP ($3 million)•By FY 21, program generates 5307 revenue and is self sustainingTotal Vanpools by FY-EndFY 18FY 19FY 20FY 21FY 22FY 23FY 24FY 25117 175 224 251 277 304 330 365 Program is Self SustainingDevelopment and Implementation of an Ongoing Vanpool Subsidy Program $- $500,000 $1,000,000 $1,500,000 $2,000,000 $2,500,000 $3,000,000 $3,500,000FY 18 FY 19 FY 20 FY 21 FY 22 FY 23 FY 24 FY 25Total Program ExpensesTotal 5307 Revenue Returned$759,068 $978,531 $148,170 $497,023 $1,039,019 •100+ Vanpools in first year, ramps up to over 200+ in FY 20•3-year “startup” period funded by Measure A CAP ($3 million)•By FY 21, program generates 5307 revenue and is self sustaining•Excess revenue generated for RCTC, $3 million recovered by FY 25•$1M+ in excess revenue generated annually for RCTCTotal Vanpools by FY-EndFY 18FY 19FY 20FY 21FY 22FY 23FY 24FY 25117 175 224 251 277 304 330 365 Development and Implementation of an Ongoing Vanpool Subsidy Program 50-mile One-Way Commute•~$170 per month w/ subsidy •Plus, reduced or FREE tolls •~144,000 miles of travel eliminated; Reduced emissions•Quality of lifeDevelopment and Implementation of an Ongoing Vanpool Subsidy Program •~$240 per month in fuel costs alone RecommendationsRequest that the Committee approve:•The development/implementation of an ongoing vanpool subsidy program for Western Riverside County;•Allocation of $3 million in CAP funding to jumpstart the program;•Authorize the Chair or Executive Director to execute amendments to consultant contracts; and•Forward to the Commission for final action.Development and Implementation of an Ongoing Vanpool Subsidy Program Questions?THANK YOU