HomeMy Public PortalAbout08 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
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RIVERSIDE COUNTY TRANSPORTATION COMMISSION
WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS
COMMITTEE
ROLL CALL
AUGUST 28, 2017
Present Absent
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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'
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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
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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
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363130059
363140069
363172005
363171004
363140085
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363530007
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363530008
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363150025
363140080
363140091
363670015
363171003
363530005
363670011363550004
363530004363140089
363550003
363171008
363130086
363130042
363130021
363171005
363140093
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363530006
363130019
363140090
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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)
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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.
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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.
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(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.
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(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
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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.
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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:
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CONSULTANT: COMMISSION:
______________________ Riverside County
______________________ Transportation Commission
______________________ 4080 Lemon Street, 3rd Floor
_____________________ Riverside, CA 92501
Attn: ________________ Attn: Executive Director
Such notice shall be deemed made when personally delivered or when
mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid
and addressed to the party at its applicable address. Actual notice shall be deemed
adequate notice on the date actual notice occurred, regardless of the method of service.
3.18 Ownership of Materials/Confidentiality.
3.18.1 Documents & Data. This Agreement creates an exclusive and
perpetual license for Commission to copy, use, modify, reuse, or sub -license any and all
copyrights and designs embodied in plans, specifications, studies, drawings, estimates,
materials, data and other documents or works of authorship fixed in any tangible medium
of expression, including but not limited to, physical drawings or data magnetically or
otherwise recorded on computer diskettes, which are prepared or caused to be prepared
by Consultant under this Agreement (“Documents & Data”).
Consultant shall require all subcontractors to agree in writing that
Commission is granted an exclusive and perpetual license for any Documents & Data the
subcontractor prepares under this Agreement.
Consultant represents and warrants that Consultant 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.
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The Commission shall have and retain all right, title and interest in
Intellectual Property developed or modified under this Agreement whether or not paid for
wholly or in part by Commission, whether or not developed in conjunction with Consultant,
and whether or not developed by Consultant. Consultant will execute separate written
assignments of any and all rights to the above referenced Intellectual Property upon
request of Commission.
Consultant shall also be responsible to obtain in writing separate
written assignments from any subcontractors or agents of Consultant of any and all right
to the above referenced Intellectual Property. Should Consultant, either during or
following termination of this Agreement, desire to use any of the above -referenced
Intellectual Property, it shall first obtain the written approval of the Commission.
All materials and documents which were developed or prepared by
the Consultant for general use prior to the execution of this Agreement and which are not
the copyright of any other party or publicly 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
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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.
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3.24 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.25 Commission's Right to Employ Other Consultants. The Commission
reserves the right to employ other consultants in connection with this Project.
3.26 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the parties, and shall not be assigned by Consultant without
the prior written consent of Commission.
3.27 Prohibited Interests and Conflicts.
3.27.1 Solicitation. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working
solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants
that it has not paid nor has it agreed to pay any company or person, other than a bona
fide employee working solely for Consultant, any fee, commission, percentage, brokerage
fee, gift or other consideration contingent upon or resulting from the award or making of
this Agreement. For breach or violation of this warranty, Commission shall have the right
to rescind this Agreement without liability.
3.27.2 Conflict of Interest. For the term of this Agreement, no
member, officer or employee of Commission, during the term of his or her service with
Commission, shall have any direct interest in this Agreement, or obtain any present or
anticipated material benefit arising therefrom.
3.27.3 Conflict of Employment. Employment by the Consultant of
personnel currently on the payroll of the Commission shall not be permitted in the
performance of this Agreement, even though such employment may occur outside of the
employee’s regular working hours or on weekends, holidays or vacation time. Further,
the employment by the Consultant of personnel who have been on the Commission
payroll within one year prior to the date of execution of this Agreement, where this
employment is caused by and or dependent upon the Consultant securing this or related
Agreements with the Commission, is prohibited.
3.27.4 Employment Adverse to the Commission. Consultant shall
notify the Commission, and shall obtain the Commission’s written consent, prior to
accepting work to assist with or participate in a third -party lawsuit or other legal or
administrative proceeding against the Commission during the term of this Agreement.
3.28 Equal Opportunity Employment. Consultant represents that it is an
equal opportunity employer and it shall not 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
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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.
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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.
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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]
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Agreement 08-1657
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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
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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
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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:
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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.
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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
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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
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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,
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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
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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
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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;
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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.
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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
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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.
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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
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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
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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
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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
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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.
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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.
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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
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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
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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.
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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.
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(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
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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,
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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
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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
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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
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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
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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
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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
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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.
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(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
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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
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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
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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.
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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]
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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.
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EXHIBIT "A"
SCOPE OF SERVICES
[___INSERT FROM RFP___]
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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:________________________
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EXHIBIT “C”
COMPENSATION AND PAYMENT
[Consultant Rates to be Inserted]
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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.
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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
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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
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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).)
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EXHIBIT "E"
FTA REQUIREMENTS
[INSERT FROM RFP]
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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
____________________________
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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
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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
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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).
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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.
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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]
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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
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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
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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
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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
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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
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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
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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
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(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
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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).
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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.
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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
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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
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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
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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.
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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.
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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.
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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
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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.
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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.
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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.
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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.
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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
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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
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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
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(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
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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
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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
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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
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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.
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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.
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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.
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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
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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.
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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;
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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
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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
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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
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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
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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
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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.
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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
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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
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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
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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.
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Exhibit B – RCTC Vanpool Program Service Area
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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
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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
" 1 0 0 + V a n p o o l s i n f i r s t y e a r , r a m p s u p t o o v e r 2 0 0 + i n F Y 2 0 D e v e l o p m e n t a n d I m p l e m e n t a t i o n o f a n O n g o i n g V a n p o o l S u b s i d y P r o g r a m 1 1 7 1 7 5 2 2 4 2 5 1 2 7 7 3 0 4 3 3 0 3 6 5 - 5 0 1 0 0 1 5 0 2 0 0 2 5 0 3 0 0 3 5 0 4 0 0 F Y 1 8 F Y 1 9 F Y 2 0 F Y 2 1 F Y 2 2 F Y 2 3 F Y 2 4 F Y 2 5 T o t a l V a n p o o l s b y F Y - E n d
$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