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10 October 23, 2017 Western Riverside County Programs and ProjectsComments are welcomed by the Commission. If you wish to provide comments to the Commission, please complete and submit a Speaker Card to the Clerk of the Board. MEETING AGENDA Western Riverside County Programs and Projects Committee Time: 1:30 p.m. Date: October 23, 2017 Location: BOARD ROOM County of Riverside Administration Center 4080 Lemon St, First Floor, Riverside CA 92501 COMMITTEE MEMBERS Deborah Franklin, Chair/Art Welch, City of Banning Adam Rush, Vice Chair/Clint Lorimore, City of Eastvale Karen Spiegel/Randy Fox, City of Corona Brian Berkson/Verne Lauritzen, City of Jurupa Valley Neil Winter/John Denver, City of Menifee Victoria Baca/To Be Appointed, City of Moreno Valley Berwin Hanna/Ted Hoffman, City of Norco Michael Vargas/Rita Rogers, City of Perris Andrew Kotyuk/Scott Miller, City of San Jacinto Ben Benoit/Timothy Walker, City of Wildomar Kevin Jeffries, County of Riverside, District I Marion Ashley, County of Riverside, District V STAFF Anne Mayer, Executive Director John Standiford, Deputy Executive Director AREAS OF RESPONSIBILITY Air Quality, Capital Projects, Communications and Outreach Programs, Intermodal Programs, Motorist Services, New Corridors, Regional Agencies/Regional Planning, Regional Transportation Improvement Program (RTIP), Specific Transit Projects, State Transportation Improvement Program (STIP) Transportation Uniform Mitigation Fee (TUMF) Program, and Provide Policy Direction on Transportation Programs and Projects related to Western Riverside County and other areas as may be prescribed by the Commission. COMM-WRC-00041 Tara Bve rl From: Tara Byerly Sent: Tuesday, October 17, 2017 1:16 PM To: Tara Byerly Cc: Alexandra Rackerby; Anne Mayer; STANDIFO Subject: RCTC: Western Riverside County Programs and Projects Committee Agenda - 10.23.2017 Good afternoon WRC Programs and Projects Committee Members: Attached is the link to the WRC Programs and Projects Committee Agenda for the meeting scheduled @ 1:30 p.m. on Monday, October 23. http://rctcdev.info/uploads/media items/western-riverside-county-programs-and-projects-committee-october-23- 2017.original.pdf Also attached for your review, is the Conflict of Interest memo and form. Let me know if you have any questions. Conflict of Conflict of Interest Form.p>df Interest Memo.p... Respectfully, Tara Byerly Deputy Clerk of the Board Riverside County Transportation Commission 951.787.7141 W 1951.787.7906 F 4080 Lemon St. 3rd FI. 1 P.O. Box 12008 Riverside, CA 92502 rctc.orq in 1 RIVERSIDE COUNTY TRANSPORTATION COMMISSION TO: FROM: DATE: SUBJECT: Possible Conflicts of Interest Issues — Western Riverside County Programs and Projects Committee Agenda of October 23, 2017 Riverside County Transportation Commission Tara Byerly, Deputy Clerk of the Board October 18, 2017 The October 23 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 —Amendment to Agreement for On -Call Strategic Partnership Advisor Services with WSP USA Inc. for the 15/91 Express Lanes Connector Project Consultant(s): WSP USA, Inc. Victor Martinez, Area Manager 862 E. Hospitality Lane, Suite 350 San Bernardino, CA 92408 Agenda Item No. 10 — Agreements for On -Call Construction Management Services, Materials Testing, and Construction Surveying Services for the Construction of Commuter Rail Station Capital Improvement Projects Consultant(s): HDR Construction Control Corp. S2 Engineering, Inc. Jon Rohrer, Vice President Sagar Pandey, Principal Engineer 2280 Market Street, Suite 100 8608 Utica Avenue, Suite 100 Riverside, CA 92501-2110 Rancho Cucamonga, CA 91730 Kleinfelder Marc McIntyre, Vice President 2280 Market Street, Suite 300 Riverside, CA 92501 RCTC Conflict of Interest Form rp p vided to assist Purpose: This forth is provided - -. -- .. -i- --- members of the RCTC Commissioners in meeting requirements of 87100 in documenting conflict of interests as related to RCTC ROTC Commission may be required to disclose and disqualify or voting on an agenda item due to personal- income, real positions, or receipt of campaign contributions. If applicable, the following information, for entry into the public record, prior to item(s) and turn in the completed forth to the Clerk of the Board RCTC member may not participate in any discussion or action a campaign contribution of more than 250 is received in the past conclusion from any entity or individual. Government Code Section 84308 and Commission/Committee agenda items. Instructions: Under certain circumstances, themselves from participating in, influencing, property interests, investments, business Commissioners must personally state consideration of the involved agenda prior to leaving the meeting. An concerning a contract or amendment if 12 months or 3 months following the I. Board Member Information Board Member Name Cfty/County Name Meeting [date f)1 e4 0-arena_ 1 0 - ''?-- -1 1 H. Campaign Contra utions 1. I have a disqualifying campaign and therefore I am abstaining from 2. I have a disqualifying campaign and therefore I am abstaining from 3. I have a disqualifying campaign and therefore I am abstaining from 4. I have a disqualifying campaign and therefore I am abstaining from ill, Financial Interest contribution of over $ 2 50 from (Asp usiet- (Identify the name of the company and/or Individual) participation can Agenda item , Subject:OK-9aA contribution of over $250 from (Identify the name of the conrtpany and/or Individual) participation on Agenda item Subject: contribution of over $ 2 5o from participative on Agenda item contribution of over 2 5 0 from (Identify the name of the company and/or Individual) Subject: (Identify the name of the company and/or Individual) participation on Agenda item , Subject: 1. I have a financial interest of ,from/in (State income, real property interest, investment or businessposition)(Identify name of company or property location) and therefore I am abstaining from participation on Agenda Item , Subject: 2. I have a financial interest of from/in (State income, real property interest, investment or business position) (Identify name of company or property location) and therefore I am abstaining from participation on. Agenda Item , Subject: IV. Signature Board Member S gnatu re, Date: (0 23-I7 Please remember you must state the information into the public record prior to consideration of the involved agenda item(s) and turn in the completed form to the Clerk of the Board prior to leaving the meeting. RIVERSIDE COUNTY TRANSPORTATION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE www.rctc.org AGENDA* *Actions may be taken on any item listed on the agenda 1:30 p.m. Monday, October 23, 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 2. ROLL CALL 3. PLEDGE OF ALLEGIANCE 4. PUBLIC COMMENTS – Each individual speaker is limited to speak three (3) continuous minutes or less. The Committee may, either at the direction of the Chair or by majority vote of the Committee, waive this three minute time limitation. Depending on the number of items on the Agenda and the number of speakers, the Chair may, at his/her discretion, reduce the time of each speaker to two (2) continuous minutes. Also, the Committee may terminate public comments if such comments become repetitious. In addition, the maximum time for public comment for any individual item or topic is thirty (30) minutes. Speakers may not yield their time to others without the consent of the Chair. Any written documents to be distributed or presented to the Committee shall be submitted to the Clerk of the Board. This policy applies to Public Comments and comments on Agenda Items. Under the Brown Act, the Board should not take action on or discuss matters raised during public comment portion of the agenda which are not listed on the agenda. Board members may refer such matters to staff for factual information or to be placed on the subsequent agenda for consideration. 5. APPROVAL OF MINUTES – SEPTEMBER 25, 2017 Western Riverside County Programs and Projects Committee October 23, 2017 Page 2 6. ADDITIONS/REVISIONS (The Committee may add an item to the Agenda after making a finding that there is a need to take immediate action on the item and that the item came to the attention of the Committee subsequent to the posting of the agenda. An action adding an item to the agenda requires 2/3 vote of the Committee. If there are less than 2/3 of the Committee members present, adding an item to the agenda requires a unanimous vote. Added items will be placed for discussion at the end of the agenda.) 7. AMENDMENT TO AGREEMENT FOR ON-CALL STRATEGIC PARTNERSHIP ADVISOR SERVICES WITH WSP USA INC. FOR THE 15/91 EXPRESS LANES CONNECTOR PROJECT Page 1 Overview This item is for the Committee to: 1) Approve Agreement No. 06-66-027-23, Amendment No. 12 to Agreement No. 06-66-027-00, with WSP USA Inc., formerly Parsons Brinckerhoff, Inc., to provide project management services for the proposed 15/91 Express Lanes Connector (15/91 ELC) Project in the amount of $1,282,366, plus a contingency amount of $128,237, for a total amount not to exceed $1,410,603; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director or designee to approve contingency work up to the total not to exceed amount as required for the project; and 4) Forward to the Commission for final action. 8. AGREEMENT FOR ARCHITECTURAL-ENGINEERING AND CONSTRUCTION MANAGEMENT SERVICES FOR THE INTERSTATE 15 EXPRESS LANES REGIONAL OPERATIONS CENTER AND STORAGE AND MAINTENANCE FACILITY BUILDOUTS Page 16 Overview This item is for the Committee to: 1) Award Agreement No. 18-31-006-00 to Owen Group, Inc. (Owen Group) to provide architectural-engineering (A-E) and construction management (CM) services for the I-15 Express Lanes Regional Operations Center (ROC) and Storage and Maintenance Facility (SAM) buildouts (Project) in the amount of $550,052, plus a contingency amount of $55,005, for a total amount not to exceed $605,057; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director, or designee, to approve contingency work pursuant to the agreement terms up to the total amount; and 4) Forward to the Commission for final action. Western Riverside County Programs and Projects Committee October 23, 2017 Page 3 9. AGREEMENT FOR PREPARATION OF THE FINAL ENVIRONMENTAL DOCUMENT, PRELIMINARY ENGINEERING, AND PLANS, SPECIFICATIONS AND ESTIMATES FOR THE CONSTRUCTION OF THE SANTA ANA RIVER TRAIL PROJECT THROUGH THE GREEN RIVER GOLF COURSE Page 81 Overview This item is for the Committee to: 1) Award Agreement No. 17-67-027-00 to Michael Baker International (Michael Baker) to prepare a final environmental document; perform preliminary engineering services; prepare plans, specifications, and estimates (PS&E); and provide construction design support services for the construction of the Santa Ana River Trail (SART) 2 project through Green River Golf Course (Project) in the amount of $1,142,691, plus a contingency amount of $114,269 for potential changes in scope, for a total amount not to exceed $1,256,960; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review and contingent upon Riverside County Regional Park and Open-Space District (Park District) execution of a Proposition 84 Grant funding agreement, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director or designee to approve contingency work as may be required for the Project; 4) Approve Agreement No. 18-67-064-00 with BNSF Railway (BNSF) to define the roles and responsibilities of each party regarding safety related and design review services for the Project, in an amount not to exceed $300,000; 5) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on behalf of the Commission; and 6) Forward to the Commission for final action. 10. AGREEMENTS FOR ON-CALL CONSTRUCTION MANAGEMENT SERVICES, MATERIALS TESTING, AND CONSTRUCTION SURVEYING SERVICES FOR THE CONSTRUCTION OF COMMUTER RAIL STATION CAPITAL IMPROVEMENT PROJECTS Page 110 Overview This item is for the Committee to: 1) Award the following agreements to provide on-call construction management services, materials testing, and construction surveying services (collectively, CM services) for the construction of commuter rail station capital improvement projects for a three-year term, and one, two-year option to extend the agreements, in an amount not to exceed an aggregate value of $7.5 million; a) Agreement No. 17-33-099-00 to HDR Construction Control Corporation; b) Agreement No. 17-33-121-00 to Kleinfelder; and c) Agreement No. 17-33-122-00 to S2 Engineering, Inc.; Western Riverside County Programs and Projects Committee October 23, 2017 Page 4 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. 11. CONSTRUCTION AGREEMENT WITH LOS ANGELES ENGINEERING, INC. FOR THE LA SIERRA PARKING LOT EXPANSION Page 149 Overview This item is for the Committee to: 1) Award Agreement No. 18-33-123-00 to Los Angeles Engineering, Inc. (LA Engineering), as the lowest responsible, responsive bidder, for the construction of the La Sierra Parking Lot Expansion project (Project) in the amount of $4,095,100, plus a contingency amount of $614,265 for a total amount not to exceed $4,709,365; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director, or designee, to approve contingency work pursuant to the agreement terms up to the total amount; 4) Authorize the Executive Director to enter into agreements, or amendments to existing agreements, as determined appropriate, with BNSF Railway (BNSF) and city of Riverside Public Utilities for flagging and utility connection fees for an amount not to exceed $200,000; and 5) Forward to the Commission for final action. 12. AGREEMENT WITH THE CALIFORNIA DEPARTMENT OF TRANSPORTATION FOR THE OPERATION OF THE FREEWAY SERVICE PATROL PROGRAM IN RIVERSIDE COUNTY Page 159 Overview This item is for the Committee to: 1) Approve Agreement No. 18-45-047-00 with the California Department of Transportation (Caltrans) for the operation of the Riverside County Freeway Service Patrol (FSP) program in the amount not to exceed $1,613,144 in state funding for Fiscal Year 2017/18; 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. Western Riverside County Programs and Projects Committee October 23, 2017 Page 5 13. 2018 WESTERN RIVERSIDE COUNTY MEASURE A SPECIALIZED TRANSIT THREE-YEAR CALL FOR PROJECTS Page 168 Overview This item is for the Committee to: 1) Approve the release of the 2018 Western Riverside County Measure A Specialized Transit Three-Year Call for Projects (2018 Call for Projects) for approximately $8.2 million covering Fiscal Years 2018/19 – 2020/21 for Western Riverside County (Western County); 2) Authorize staff to advertise the availability of funding and to solicit project proposals from non-profit agencies and other interested parties or operators; and 3) Forward to the Commission for final action. 14. 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. 15. ADJOURNMENT The next Western Riverside County Programs and Projects Committee meeting is scheduled to be held at 1:30 p.m., Monday, November 27, 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 October 23, 2017 AME AGENCY EMAIL ADDRESS I 7vicideth.lt)� VYabh i L ZA i1 li) 1 ( ri -I-1)- 4 n 1 rTOi RIVERSIDE COUNTY TRANSPORTATION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE ROLL CALL OCTOBER 23, 2017 Present County of Riverside, District I O County of Riverside, District V City of Banning ...A"' City of Corona City of Eastvale City of lurupa Valley City of Menifee City of Moreno Valley City of Norco ..�� City of Perris City of San Jacinto O City of Wildomar O Absent O O AGENDA ITEM 5 MINUTES RIVERSIDE COUNTY TRANSPORTATION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE Monday, September 25, 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 1:31 p.m., in the Board Room at the County of Riverside Administrative Center, 4080 Lemon Street, First Floor, Riverside, California, 92501. 2. PLEDGE OF ALLEGIANCE At this time, Commissioner Berwin Hanna led the Western Riverside County Programs and Projects Committee in a flag salute. Members/Alternates Present Members Absent Marion Ashley* Victoria Baca Ben Benoit Brian Berkson Deborah Franklin Berwin Hanna Kevin Jeffries Andrew Kotyuk Adam Rush Karen Spiegel* Michael Vargas Neil Winter *arrived after the meeting started 3. PUBLIC COMMENTS There were no requests to speak from the public. 4. APPROVAL OF MINUTES – AUGUST 28, 2017 M/S/C (Kotyuk/Benoit) to approve the minutes as submitted. RCTC WRC Programs and Projects Committee Minutes September 25, 2017 Page 2 5. ADDITIONS/REVISIONS There were no additions or revisions to the agenda. At this time, Commissioner Marion Ashley arrived. 6. IN-LIEU FEE AGREEMENTS WITH RIVERSIDE-CORONA RESOURCE CONSERVATION DISTRICT FOR COMPENSATORY MITIGATION FOR THE INTERSTATE 15 EXPRESS LANES PROJECT David Thomas, Toll Project Manager, presented the details of the in-lieu fee agreements with the Riverside-Corona Resource Conservation District for compensatory mitigation for the Interstate15 Express Lanes Project. David Thomas clarified for Chair Franklin the total cost is $2,985,307. It includes the $10,000 for the deposit agreement. M/S/C (Vargas/Ashley) to: 1) Approve Agreement No. 18-31-056-00 with Riverside-Corona Resource Conservation District (RCRCD) for a deposit for expenses incurred prior to execution and recording of a conservation easement for the Interstate 15 Express Lanes Project (I-15 ELP) in an amount not to exceed $10,000; 2) Approve Agreement No. 18-31-057-00 with RCRCD for compensatory mitigation for the I-15 ELP in the amount of $2,704,825, plus a contingency amount of $270,482, for a total amount not to exceed $2,975,307; 3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on behalf of the Commission; 4) Authorize the Executive Director to approve use of contingency pursuant to the agreement terms up to the total amount; and 5) Forward to the Commission for final action. 7. OVERALL PROCUREMENT STRATEGY AND AGREEMENT TO COMPLETE PRELIMINARY ENGINEERING AND ENVIRONMENTAL DOCUMENTATION FOR THE I-15/SR-91 EXPRESS LANES CONNECTOR PROJECT Michael Blomquist, Toll Program Director, presented the details of the overall procurement strategy and agreement to complete preliminary engineering and environmental documentation for the I-15/SR-91 Express Lanes connector project. In response to Commissioner Adam Rush’s question regarding the risk of reopening the EIR/EIS, Michael Blomquist stated the risk is relatively low since it is a revalidation of an existing EIR/EIS. RCTC WRC Programs and Projects Committee Minutes September 25, 2017 Page 3 M/S/C (Berkson/Baca) to: 1) Approve the overall procurement strategy for the Interstate 15/State Route 91 Express Lanes Connector Project (15/91 ELC); 2) Approve Agreement No. 15-31-001-02, Amendment No. 2 to Agreement No. 15-31-001-00, with Parsons Transportation, Inc. (Parsons) to complete preliminary engineering and environmental documentation for the 15/91 ELC, for in the amount of $1,882,000, plus a contingency amount of $188,200, for a total amount not to exceed $2,070,200; 3) Approve Agreement No. 18-31-055-00 with the California Department of Transportation (Caltrans) for project approval and environmental document (PA/ED) work; 4) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on behalf of the Commission; and 5) Forward to the Commission for final action. 8. AGREEMENT WITH THE CITY OF CORONA FOR IMPROVEMENTS TO THE ONTARIO AVENUE INTERCHANGE AT INTERSTATE 15 David Thomas, Toll Project Manager, presented the scope of the agreement with the city of Corona for improvements to the Ontario Avenue interchange at Interstate 15. M/S/C (Jeffries/Benoit) to: 1) Approve Agreement No. 18-31-050-00 with the city of Corona (City) for the Commission’s fair share of improvements to the Ontario Avenue Interchange at Interstate 15 (I-15) due to impacts from the State Route 91 Corridor Improvement Project (91 Project), in the amount of $1,337,072, plus a contingency amount of $133,928, for a total amount not to exceed $1,471,000; 2) Authorize the Executive Director, or designee, to approve release of contingency work up to the total authorized amount as may be required for the 91 Project; 3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 4) Forward to the Commission for final action. RCTC WRC Programs and Projects Committee Minutes September 25, 2017 Page 4 9. AMENDMENT TO AGREEMENT WITH BNSF RAILWAY FOR THE STATE ROUTE 91 CORRIDOR IMPROVEMENT PROJECT AT THE WEST PORPHYRY OVERHEAD M/S/C (Jeffries/Berkson) to: 1) Approve Agreement No. 14-31-114-03, Amendment No. 3 to Agreement No. 14-31-114-00, with Burlington Northern Santa Fe Railway (BNSF) for extended flagging services related to the State Route 91 Corridor Improvement Project (91 Project) for an additional amount of $200,000, and a total amount not to exceed $7,621,234; 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. 10. AMENDMENT TO AGREEMENT WITH INLAND EMPIRE RESOURCE CONSERVATION DISTRICT FOR COMPENSATORY MITIGATION FOR THE STATE ROUTE 91 CORRIDOR IMPROVEMENT PROJECT M/S/C (Benoit/Baca) to: 1) Approve Agreement No. 16-31-023-01, Amendment No. 1 to Agreement No. 16-31-023-00, with Inland Empire Resource Conservation District (IERCD) for additional restoration and biological monitoring effort associated with compensatory mitigation (Coastal Sage Scrub Restoration) for an additional amount of $114,660, and a total amount not to exceed $1,356,119; 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. 11. AMENDMENT TO AGREEMENT WITH BEST, BEST & KRIEGER LLP FOR LEGAL SERVICES FOR THE PERRIS VALLEY LINE PROJECT Edda Rosso, Capital Projects Manager, presented the scope of the amendment with Best, Best & Krieger LLP for legal services for the Perris Valley Line project. In response to Chair Franklin’s question regarding anticipated expenses, Edda Rosso stated at this time it is included in the mediation expenses. M/S/C (Benoit/Vargas) to: 1) Approve Agreement No. 12-33-115-01, Amendment No. 1 to Agreement No. 12-33-115-00, with Best, Best & Krieger LLP (BB&K) to provide legal services for the Perris Valley Line (PVL) project for an additional amount of $775,000, and a total amount not to exceed $1.25 million; RCTC WRC Programs and Projects Committee Minutes September 25, 2017 Page 5 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. Recuse: Commissioners Jeffries and Kotyuk 12. AGREEMENT FOR ON-CALL MAINTENANCE AND REPAIR SERVICES FOR THE COMMUTER RAIL STATIONS Hector Casillas, Senior Management Analyst, presented the scope of the agreement for on-call maintenance and repair services for the commuter rail stations. M/S/C (Berkson/Ashley) to: 1) Award Agreement No. 18-24-001-00 to Braughton Construction, Inc. to provide on-call maintenance and repair services for the commuter rail stations for a three-year term, in the amount of $2.6 million, plus a contingency amount of $120,000, for a total amount not to exceed $2.72 million; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director, or designee, to execute task orders awarded to the contractor under the terms of the agreement; and 4) Forward to the Commission for final action. 13. COMMISSIONERS / STAFF REPORT There were no reports from Commissioners or the Executive Director. 14. ADJOURNMENT There being no further business for consideration by the Western Riverside County Programs and Projects Committee, the meeting was adjourned at 2:02 p.m. Respectfully submitted, Tara Byerly Deputy Clerk of the Board AGENDA ITEM 7 Agenda Item 7 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: October 23, 2017 TO: Western Riverside County Programs and Projects Committee FROM: Michael Blomquist, Toll Program Director THROUGH: Anne Mayer, Executive Director SUBJECT: Amendment to Agreement for On-Call Strategic Partnership Advisor Services with WSP USA Inc. for the 15/91 Express Lanes Connector Project STAFF RECOMMENDATION: This item is for the Committee to: 1) Approve Agreement No. 06-66-027-23, Amendment No. 12 to Agreement No. 06-66-027-00, with WSP USA Inc., formerly Parsons Brinckerhoff, Inc., to provide project management services for the proposed 15/91 Express Lanes Connector (15/91 ELC) Project in the amount of $1,282,366, plus a contingency amount of $128,237, for a total amount not to exceed $1,410,603; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director or designee to approve contingency work up to the total not to exceed amount as required for the project; and 4) Forward to the Commission for final action. BACKGROUND INFORMATION: 15/91 Express Lanes Connector The 15/91 ELC will provide tolled express lanes connectors between the existing 91 Express Lanes and the future I-15 Express Lanes to the north of SR-91 (Figure 1 Vicinity Map and Attachment 1 Schematic). The 15/91 ELC was originally part of the SR-91 Corridor Improvement Project (now called the 91 Project), which opened earlier this year in the city of Corona. Due to the recession and budget constraints, the 15/91 ELC and other project elements were not environmentally cleared with the 91 Project and were deferred to 2035. With the recent passage of SB 132, it is now possible to advance the 15/91 ELC earlier and closer to the original schedule. 1 Agenda Item 7 Figure 1 I-15/SR-91 Express Lanes Connector Project Vicinity Map At its October meeting, the Commission approved an overall procurement strategy for the 15/91 ELC to secure all the services and construction needed to deliver the project. The approved strategy consists of a series of contract amendments to existing 91 Project and I-15 Express Lanes Project contracts with engineering companies, contractors, toll vendors, legal, and financial advisors. WSP and Strategic Partnership Advisory Services In March 2006, the Commission entered into an agreement with WSP for the purpose of providing strategic partnership advisory services for innovative project financing and evaluation of potential toll road corridors in Riverside County, particularly the SR-91 and I-15 corridors. Since 2006, the agreement has been amended numerous times. The most recent amendment extended the term and provided additional compensation for the continued provision of strategic partnership advisory services. 2 Agenda Item 7 Staff desires to augment Commission staff through this existing WSP agreement by obtaining additional project management resources. This amendment will secure a Deputy Project Manager for approximately three years and other project management support for a total amount of $1,282,366. See attachment 2 for the amendment including the scope and fee negotiated by staff. This staff augmentation will ensure that the 15/91 ELC Project will have the needed project management resources to support the Commission’s 15/91 ELC project manager. WSP has successfully delivered work on this agreement and has staff with very recent experience and project-specific knowledge making it the best option to perform this service. Recommendations Staff recommends approval of Agreement No. 06-66-027-23, Amendment No. 12 to Agreement No. 06-66-027-00, with WSP to provide project management services for the proposed 15/91 ELC Project, extend the contract term to November 30, 2020, and augment Agreement No. 06-66-027-00 in the amount of $1,282,366, plus a contingency amount of $128,237, for a total amount not to exceed of $1,410,603. Staff also recommends authorization for the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement and forward to the Commission for final action. Additionally, staff recommends authorization for the Executive Director or designee to approve contingency work up to the total not to exceed amount as required for the project. Financial Information In Fiscal Year Budget: No N/A Year: FY 2017/18 FY 2018/19+ Amount: $ 600,000 $ 810,603 Source of Funds: SB 132 Funds Budget Adjustment: Yes N/A GL/Project Accounting No.: 003039 81601 605 31 81601 Fiscal Procedures Approved: Date: 10/12/2017 Attachments: 1) 15/91 Express Lanes Connector Project Schematic 2) Draft Agreement No. 06-66-027-23 3 15/91 Express Lane Connector Project "55"$).&/51 4 ATTACHMENT 2 5 6 7 8 9 10 11 12 13 14 15 AGENDA ITEM 8 Agenda Item 8 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: October 23, 2017 TO: Western Riverside County Programs and Projects Committee FROM: John Tarascio, Project Manager THROUGH: Michael Blomquist, Toll Program Director SUBJECT: Agreement for Architectural-Engineering and Construction Management Services for the Interstate 15 Express Lanes Regional Operations Center and Storage and Maintenance Facility Buildouts STAFF RECOMMENDATION: This item is for the Committee to: 1) Award Agreement No. 18-31-006-00 to Owen Group, Inc. (Owen Group) to provide architectural-engineering (A-E) and construction management (CM) services for the I-15 Express Lanes Regional Operations Center (ROC) and Storage and Maintenance Facility (SAM) buildouts (Project) in the amount of $550,052, plus a contingency amount of $55,005, for a total amount not to exceed $605,057; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director, or designee, to approve contingency work pursuant to the agreement terms up to the total amount; and 4) Forward to the Commission for final action. BACKGROUND INFORMATION: Prior Commission Action Related to the Regional Operations Center Facility At its July 25, 2016 I-15 Express Lanes Ad Hoc Committee meeting, the Commission approved the following action: 1) Authorize staff to pursue the purchase of an existing office building to serve as the Regional Operations Center and return to the Commission with a purchase and sale agreement recommendation for future consideration; and 2) Authorize staff to pursue the lease of an existing office building to serve as the ROC should a purchase of an existing office building not be possible or advisable to meet the Commission’s near-term requirements. 16 Agenda Item 8 At its November 2016 meeting, the Commission approved the following action: 1) Authorize the Executive Director to submit purchase offers, negotiate, and execute purchase contract(s) for 291 and 301 Corporate Terrace Circle, Corona, CA on behalf of the Commission. Regional Operations Center As part of the I-15 Express Lanes Project (I-15 ELP), a new ROC will be needed to house all the services required to operate and maintain the I-15 Express Lanes. The ROC will serve as the centralized facility where the majority of I-15 Express Lanes operations and maintenance work will take place. These functions include customer service, express lanes monitoring, incident management and back office activities such as equipment and transponder inventory management, account management and license plate image review. The ROC will include a walk- in center and a call center where customers can obtain transponders, make payments, resolve violations, and manage their accounts in person or by phone. A traffic operations center will also be located in the ROC where express lane operators can monitor traffic conditions. As authorized at the November 2016 Commission meeting, staff submitted a purchase offer and executed a purchase contract for 291 Corporate Terrace Circle in Corona, CA to serve as the ROC facility for the I-15 Express Lanes. The building is a single story, freestanding commercial office building with approximately 9,400 square feet of office space. The purchase of this property was finalized on April 26, 2017. Build-out of the ROC facility is required to prepare the space for the I-15 ELP’s Toll Services Provider (TSP) to install the furnishings, computers, equipment, customer reception area, security, and related equipment necessary for the operation of the I-15 Express Lanes. Staff identified the need for an A-E firm to provide architectural and engineering services to design the space and develop construction documents to enable the Commission to contract with a construction firm to perform the necessary ROC facility build-outs. The general scope of the A-E services will be to design the interior facility improvements of the ROC, including interior remodeling (walls, floors, partitions, doors, etc.) as well as electrical, mechanical, plumbing and accessibility improvements (interior and/or exterior, as required). The A-E firm will also provide construction administration and CM services over the course of the build-out work. Storage and Maintenance Facility Also as part of the I-15 ELP, a storage and maintenance (SAM) facility will be needed to provide storage space for I-15 Express Lanes operations and maintenance vehicles, equipment and materials. The facility will also house TSP maintenance staff and be used for general equipment maintenance and other miscellaneous maintenance activities. Due to the limitations of storage, warehousing space and use restrictions associated with the ROC facility, the ROC cannot be used to function as the SAM facility. 17 Agenda Item 8 Staff identified an existing property located at 120 North Joy Street in the city of Corona to meet the need. The property was previously acquired by the Commission during the State Route 91 Corridor Improvement Project (SR-91 CIP). The property is a single story, industrial facility with approximately 3,500 square feet of office space and 7,300 square feet of warehouse space, which sufficiently meets the operations and maintenance needs for the I-15 Express Lanes. Due to impacts to the property as a result of the SR-91 CIP, exterior site improvements will be required in order to bring the facility into compliance with city of Corona codes and standards. Staff identified the need for an A-E firm to provide services to design the improvements and develop construction documents to enable the Commission to contract with a construction firm to perform the necessary exterior site improvements. The general scope of the A-E services will be to design exterior site improvements to the existing parking lot and building site including any required accessibility upgrades to bring the property into code compliance. The A-E firm will also provide construction administration and CM services over the course of the site improvement work. Procurement Packaging Due to the time constraints associated with the I-15 ELP in providing the ROC facility to the TSP for its installations, as well as the efficiencies associated with packaging multiple work scopes into one procurement, staff determined as the best approach the combination of the A-E and CM work scopes for both the ROC and SAM facilities into a single procurement package. It is anticipated that similar packaging of the ROC and SAM facility will be performed during the construction phase of the project. Procurement Process Pursuant to Government Code 4525 et seq, selection of architectural, engineering, 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. 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. 18-31-006-00 for A-E and CM services for the Project was released by staff on August 3, 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, 79 firms downloaded the RFQ; 15 of these firms are located in Riverside County. A pre-submittal meeting was held on August 10 and attended by 11 firms. Staff responded to all questions submitted by potential proposers prior to the August 17 clarification 18 Agenda Item 8 deadline. Three firms – Owen Group (Redlands); STK Architecture, Inc. (Temecula); and Ware Malcomb (Irvine) – submitted responsive and responsible statements of qualifications prior to the 2:00 p.m. submittal deadline on August 31. Based on the evaluation criteria set forth in the RFQ, the firms were evaluated and scored by an evaluation committee comprised of Bechtel and Commission staff. 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 two firms (Owen Group and Ware Malcomb) to the interview phase of the evaluation and selection process. Interviews were conducted on September 28. 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 Owen Group to provide A-E and CM 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, etc.), cost, and schedule proposal received from Owen Group for the Project services and established a fair and reasonable price. The proposed cost, including contingency, is $605,057. Staff recommends award of an agreement with Owen Group for A-E and CM services related to the Project in the amount of $550,052, plus a contingency amount of $55,005, for a total amount not to exceed $605,057. Staff also recommends authorization for the Executive Director, or designee, to approve contingency work pursuant to the agreement terms up to the total amount. The Commission’s model professional services agreement will be entered into with Owen Group, 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: $423,540 $181,517 Source of Funds: 2017 Measure A Sales Tax Revenue Bond Proceeds Budget Adjustment: No N/A GL/Project Accounting No.: 003027 9050100000 0000 262 31 90501 Fiscal Procedures Approved: Date: 10/16/2017 Attachments: 1) Draft Agreement No. 18-31-006-00 2) ROC & SAM Facility Location Map 19 17336.00000\30236491.1 Agreement No. 18-31-006-00 RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT WITH OWEN GROUP, INC. FOR ARCHITECTURAL-ENGINEERING AND CONSTRUCTION MANAGEMENT SERVICES FOR THE FOR THE I-15 EXPRESS LANES REGIONAL OPERATIONS CENTER AND STORAGE AND MAINTENANCE FACILITY BUILD-OUTS 1. 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 OWEN GROUP, INC. (“Consultant”), a [___LEGAL STATUS OF CONSULTANT e.g., CORPORATION___]. 2. RECITALS. On November 8, 1988 the Voters of Riverside County approved Measure A authorizing the collection of a one-half percent (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”). 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. On November 5, 2002, the voters of Riverside County approved an extension of the Measure A tax for the continued funding of transportation and improvements within the County of Riverside. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the Commission on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing architectural- engineering and construction management services to public clients, is licensed in the State of California (if necessary), and is familiar with the plans of the Commission. The Commission desires to engage Consultant to render such services for the I- 15 Express Lanes Operations Center and Storage and Maintenance Facility Build-outs in the City of Corona, in Riverside County, California Project (“Project”) as set forth herein. 3. TERMS. 3.1 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 DRAFTATTACHMENT 1 20 17336.00000\30236491.1 supply the professional architectural-engineering and construction management services necessary for the Project (“Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.2 Commencement of Services. The Consultant shall commence work upon receipt of a written Notice to Proceed from Commission. 3.3 Term. The term of this Agreement shall be from the date first set forth above or the date of issuance of the Notice to Proceed by the Commission, whichever occurs first, to June 30, 2020 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. 3.4 Commission’s Representative. The Commission hereby designates the Commission’s Executive Director, or his or her designee, to act as its Representative for the performance of this Agreement (“Commission’s Representative”). Commission’s Representative shall have the authority to act on behalf of the Commission for all purposes under this Agreement. Commission’s Representative 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 Representative or his or her designee. 3.5 Consultant’s Representative. Consultant hereby designates Steven Hooper, Vice President 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 Representative 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 Representative. 3.6 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 of Section 3.14. The key personnel for performance of this Agreement are: Steven Hooper, Principal-in-Charge (Owen); DRAFT21 17336.00000\30236491.1 Paige Vaughan, Project Manager (Owen); Mark Griffith, Design Manager (Owen); Bruce Hick, Project Engineer (MTGL); and George Elkin, Cost Estimator (Lenax Construction Services, Inc). 3.7 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 Representative in draft form, and the Commission may require revisions of such drafts prior to formal submission and approval. In the event that Commission’s Representative, in his or her sole discretion, determines the formally submitted work product to be inadequate, Commission’s Representative may require Consultant to revise and resubmit the work at no cost to the Commission. 3.8 Appearance at Hearings. If and when required by the Commission, Consultant shall render assistance at public hearings or other meetings 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. 3.9 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 maintained 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. Any employee of Consultant or its sub-consultants who is determined by the Commission to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the Commission, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.10 Opportunity to Cure. Commission may provide Consultant an opportunity to cure, at Consultant’s expense, all errors and omissions which may be disclosed during Project implementation. Should Consultant fail to make such correction in a timely manner, such correction may be made by the Commission, and the cost thereof charged to Consultant. DRAFT22 17336.00000\30236491.1 3.11 Inspection of Work. Consultant shall allow the Commission’s Representative to inspect or review Consultant’s work in progress at any reasonable time. 3.12 Final Acceptance. Upon determination by the Commission that Consultant has satisfactorily completed the Services required under this Agreement and within the term set forth in Section 3.3, 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. 3.13 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to 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. 3.14 Termination. 1. Notice; Reason. Commission may, by written notice to Consultant, terminate this Agreement, in whole or in part, at any time by giving written notice to Consultant of such termination, and specifying the effective date thereof (“Notice of Termination”). Such termination may be for Commission’s convenience or because of Consultant’s failure to perform its duties and obligations under this Agreement, including, but not limited to, the failure of Consultant to timely perform Services pursuant to the Schedule of Services described in Section 3.15 of this Agreement. Consultant may not terminate this Agreement except for cause. 2. Discontinuance of Services. 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. 3. Effect of Termination For Convenience. If the termination is to be for the convenience of the Commission, the Commission shall compensate Consultant for Services fully and adequately provided through the effective date of termination. Such payment shall include a pro-rated amount of profit, if applicable, but no amount shall be paid for anticipated profit on unperformed Services. Consultant shall provide documentation deemed adequate by Commission’s Representative to show the Services DRAFT23 17336.00000\30236491.1 actually completed by Consultant prior to the effective date of termination. This Agreement shall terminate on the effective date of the Notice of Termination. 4. Effect of Termination for Cause. If the termination is for cause, Consultant shall be compensated for those Services which have been fully and adequately completed and accepted by the Commission as of the date the Commission provides the Notice of Termination. In such case, the Commission may take over the work and prosecute the same to completion by contract or otherwise. Further, 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 Commission has determined in its sole discretion needs to be revised, in part or whole, to complete the Project. Termination of this Agreement for cause may be considered by the Commission in determining whether to enter into future agreements with Consultant. 5. 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. 6. Procurement of Similar Services. In the event this Agreement is terminated, in whole or in part, as provided by this Section, the Commission may procure, upon such terms and in such manner as it deems appropriate, services similar to those terminated. 7. Waivers. Consultant, in executing this Agreement, shall be deemed to have waived any and all claims for damages which may otherwise arise from the Commission’s termination of this Agreement, for convenience or cause, as provided in this Section. 3.15 Schedule and Progress of Services. 1. 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 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 Representative, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 2. 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 Representative. DRAFT24 17336.00000\30236491.1 3. Trend Meetings. Consultant shall conduct trend meetings with the Commission’s Representative and other interested parties, as requested 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. 4. 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 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. 3.16 Delay in Performance. 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. 2. Written Notice. If Consultant believes it is entitled to an extension of time due to conditions set forth in subsection 3.16.1, 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. 3. Mutual Agreement. Performance of any Services under this Agreement may be delayed upon mutual agreement of the Parties. 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. 3.17 Status of Consultant/Subconsultants. 1. 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. DRAFT25 17336.00000\30236491.1 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. 2. Prevailing Wage Requirements. (A) Payment of Prevailing Wages. By its execution of this Agreement, Consultant certifies 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. Copies of the prevailing rate of per diem wages in effect at the commencement of this Agreement are on file at the offices of the Commission. 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. Certified Payrolls are to be submitted whenever required by Prevailing Wage laws. (B) 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 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. 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 DRAFT26 17336.00000\30236491.1 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. 4. 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. 5. 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. Consultant has, as part of its proposal, identified certain companies/firms that will be subconsultants utilized by Consultant (“Subconsultants”) for Project delivery. The names of such Subconsultants may be included as part of Exhibit “C”. The Commission hereby approves the use by Consultant of the Subconsultants identified in Exhibit “C” . In the event and prior to the replacement of any Subconsultant approved herein, the Consultant shall seek and obtain the Commission’s written approval. Exhibit “C” may also 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. Additional Direct Costs, as defined in Exhibit “C” shall be the same for both the Consultant and all subconsultants, unless otherwise identified in Exhibit “C”. Consultant acknowledges that approval of Consultant’s utilization of the identified Subconsultants together with the incorporation of Subconsultants’ rate schedules and cost proposals into this Agreement shall in no way be construed to create any contractual relationship between any Subconsultant and the Commission. The Subconsultant rate schedules and cost proposals contained herein are for accounting purposes only. In the event that any Subconsultant shall bring any action, claim or proceeding purporting to enforce any right purportedly arising under this Agreement, the Consultant shall be responsible for the Commission’s reasonable legal fees without regard to the merits of any such claim. 3.18 Ownership of Materials/Confidentiality. 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”). DRAFT27 17336.00000\30236491.1 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. 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. The Commission shall have and retain all right, title and interest in Intellectual Property developed or modified under this Agreement whether or not paid for wholly or in part by Commission, whether or not developed in conjunction with Consultant, and whether or not developed by Consultant. Consultant will execute separate written assignments of any and all rights to the above referenced Intellectual Property upon request of Commission. Consultant shall also be responsible to obtain in writing separate written assignments from any subcontractors or agents of Consultant of any and all right to the above referenced Intellectual Property. Should Consultant, either during or following termination of this Agreement, desire to use any of the above-referenced Intellectual Property, it shall first obtain the written approval of the Commission. All materials and documents which were developed or prepared by the Consultant for general use prior to the execution of this Agreement and which are not the copyright of any other party or publicly available and any other computer applications, shall continue to be the property of the Consultant. However, unless otherwise identified and stated prior to execution of this Agreement, Consultant represents and warrants that it has the right to grant the exclusive and perpetual license for all such Intellectual Property as provided herein. Commission further is granted by Consultant a non-exclusive and perpetual license to copy, use, modify or sub-license any and all Intellectual Property DRAFT28 17336.00000\30236491.1 otherwise owned by Consultant which is the basis or foundation for any derivative, collective, insurrectional, or supplemental work created under this Agreement. 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. 3.19 Indemnification. To the fullest extent permitted by law, Consultant shall defend, indemnify and hold Commission, its 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 or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or 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 of 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, its directors, officials, officers, employees, consultants, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against Commission or its directors, officials, officers, employees, consultants, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse Commission and its 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, its 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 3.19 shall survive expiration or termination of this Agreement. 1. Infringement Indemnification. In addition to the above, Consultant shall defend, indemnify and hold the Commission, its directors, officials, officers, DRAFT29 17336.00000\30236491.1 employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by Commission of the Documents & Data, including any method, process, product, or concept specified or depicted. 3.20 Insurance. 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. 2. Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) if Consultant has an employees, Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Practices Liability limits of $1,000,000 per accident. 3. 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. 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 DRAFT30 17336.00000\30236491.1 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. 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 non-owned aircraft and passengers, and shall name, or be endorsed to name, the Commission, Park District 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. 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 insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the Commission, its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the Commission, its directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of DRAFT31 17336.00000\30236491.1 coverage excess of the Consultant’s scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, its directors, officials, officers, employees and agents shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way. (C) Workers’ Compensation and Employers Liability Coverage. (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) The insurer shall agree to waive all rights of subrogation against the Commission, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (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 DRAFT32 17336.00000\30236491.1 deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the Commission at least ten (10) days prior to the effective date of cancellation or expiration. (v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of 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: 6. 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. 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. DRAFT33 17336.00000\30236491.1 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 policies, at any time. 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 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. 3.21 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. 3.22 Fees and Payment. 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 and incorporated herein by reference. The Total Compensation shall not exceed Five Hundred Fifty Thousand Fifty-Two Dollars ($550,052) without written approval of Commission’s Representative. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 2. Payment of Compensation. Consultant shall submit a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the Statement. Charges specific to each Milestone listed in the Schedule of Services shall be listed separately on an attachment to each DRAFT34 17336.00000\30236491.1 statement. Each statement shall be accompanied by a monthly progress report and spreadsheets showing hours expended for each task for each month and the total Project to date. Each statement shall include a cover sheet bearing a certification as to the accuracy of the statement signed by the Consultant’s Project Manager or other authorized officer. 3. Extra Work. At any time during the term of this Agreement, Commission may request Consultant to perform Extra Work. As used herein, “Extra Work” means any work which is determined by the Commission to be necessary for 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 Representative. In the event an Extra Work Order is not issued and signed by Commission’s Representative, Consultant shall not provide such Extra Work. 4. Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by the Commission’s Representative. 3.23 Prohibited Interests. 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, the Commission shall have the right to rescind this Agreement without liability. 2. Conflict of Interest. For the term of this Agreement, no member, officer or employee of the Commission, during the term of his or her service with the Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 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. 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. DRAFT35 17336.00000\30236491.1 3.24 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 the Commission during normal business hours to examine, audit, and make transcripts or copies of any and all ledgers and books of account, invoices, vouchers, canceled checks, and any other records or documents created pursuant to this Agreement. All such information shall be retained by Consultant for at least three (3) years following termination of this Agreement. 3.25 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, 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. Consultant shall also comply with all relevant provisions of the Commission’s Disadvantaged Business Enterprise program, Affirmative Action Plan or other related Commission programs or guidelines currently in effect or hereinafter enacted. 3.26 Employment of Apprentices. This Agreement shall not prevent the employment of properly indentured apprentices in accordance with the California Labor Code, and no employer or labor union shall refuse to accept otherwise qualified employees as indentured apprentices on the work performed hereunder solely on the ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice shall be paid the standard wage paid to apprentices under the regulations of the craft or trade in which he or she is employed and shall be employed only in the craft or trade to which he or she is registered. If California Labor Code Section 1777.5 applies to the Services, Consultant and any subcontractor hereunder who employs workers in any apprenticeable craft or trade shall apply to the joint apprenticeship council administering applicable standards for a certificate approving Consultant or any sub-consultant for the employment and training of apprentices. Upon issuance of this certificate, Consultant and any sub-consultant shall employ the number of apprentices provided for therein, as well as contribute to the fund to administer the apprenticeship program in each craft or trade in the area of the work hereunder. The parties expressly understand that the responsibility for compliance with provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California Labor Code in regard to all apprenticeable occupations lies with Consultant 3.27 Right to Employ Other Consultants. The Commission reserves the right to employ other consultants in connection with the Project. Consultant shall cooperate fully with any other consultant engaged by the Commission on the Project. DRAFT36 17336.00000\30236491.1 3.28 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. 3.29 Governing Law. This Agreement shall be governed by and construed with the laws of the State of California. Venue shall be in Riverside County. 3.30 Attorneys’ 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 attorneys’ fees and, all other costs of such actions. 3.31 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.32 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. 3.33 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: Owen Group, Inc. Attn: COMMISSION: Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 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. 3.34 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. 3.35 Amendment or Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.36 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. DRAFT37 17336.00000\30236491.1 3.37 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. 3.38 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. 3.39 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.40 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. 3.41 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. 3.42 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.43 Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 3.44 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. DRAFT38 17336.00000\30236491.1 SIGNATURE PAGE TO AGREEMENT NO. 18-31-006-00 IN WITNESS WHEREOF, this Agreement was executed on the date first written above. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: [INSERT NAME] Chairman OWEN GROUP INC. By: Signature Name Title Approved as to Form: By: Best, Best & Krieger LLP General Counsel 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. DRAFT39 EXHIBIT “A” SCOPE OF SERVICES A. SUMMARY The COMMISSION is building the I-15 Express Lanes Project (I-15 ELP) to improve traffic flow and reduce congestion on a portion of I-15 between the I-15/Cajalco Road interchange to the south and the I-15/State Route 60 interchange to the north, a distance of approximately fifteen (15) miles. As part of the project, a new Regional Operations Center (ROC) and Storage and Maintenance (SAM) facility will be needed to house all of the services required to operate and maintain the toll collection system for I- 15 Express Lanes. The COMMISSION has purchased two separate commercial buildings in the City of Corona to be used as these facilities. Build-out of these facilities will be required in order to allow the COMMISSION’s Toll Services Provider (TSP), under separate contract, to install the furnishings and equipment necessary for the I-15 Express Lanes toll collection system. The OFFEROR shall provide Architectural- Engineering (A-E) services to complete design and construction documents to enable the COMMISSION to contract with a construction firm to construct the ROC and SAM facility build-outs. The OFFEROR shall also provide construction administration and construction management services over the course of the build-out work. The Scope of Work includes the preparation of plans, specifications, cost estimates and related activities as described below for the I-15 ELP Regional Operation Center (ROC) and Storage and Maintenance (SAM) facility build-out (Project). An initial conceptual design/layout for the improvements to the ROC and SAM facilities has been prepared by the COMMISSION and its consultants. The OFFEROR shall finalize the design concepts and complete the design and construction documents for purposes of construction bidding and permitting. The OFFEROR shall also provide procurement support, A-E services during construction, construction contract administration and construction management services through the completion of the work. Specific design requirements have been established by the TSP which will need to be incorporated as a basis of the OFFEROR’s design. Close coordination with the TSP will be required during the design development to ensure that all build-out requirements set forth by the TSP are adequately incorporated into the OFFEROR’s design. 1. REGIONAL OPERATIONS CENTER (ROC) a. Description i. The ROC will be housed in a 9,372 SF freestanding office building located at 291 Corporate Terrace Circle in Corona, CA. The main purpose of the ROC will be to serve as the centralized facility where all I-15 Express Lanes operations and maintenance work will take place. These functions include DRAFT40 customer service, express lanes monitoring, incident management, equipment maintenance, and other back office activities such as equipment and transponder inventory management, account management and license plate image review. The ROC will include a single walk-in center and a call center where customers can obtain transponders, make payments, resolve violations, and manage their accounts in person or by phone. A Traffic Operations Center will also be located in the ROC where express lane operators can monitor traffic conditions. b. Division of Responsibility Between the OFFEROR and the Toll Services Provider (TSP) i. In general, the OFFEROR’s scope will be to design the interior facility improvements of the ROC. The improvements to be provided generally include interior remodeling (walls, floors, partitions, doors, etc.) as well as electrical, mechanical, plumbing and accessibility improvements (interior and/or exterior, as required). Following the build-out of the ROC facility space, the ROC will be turned over to the TSP to complete the fit-out, including furnishings, equipment, workstations, etc. Further details on the division of responsibilities are included in Attachment 1B and Attachment 1C. ii. OFFEROR’s scope also includes the design of the infrastructure (conduit routing) for the communication network link between the ROC facility and the I-15 corridor. The conceptual layout for the communication network link is included in Attachment 1D. Cabling and terminations for the communication network link will be designed and installed by others. 2. STORAGE AND MAINTENANCE (SAM) FACILITY a. Description i. The SAM facility will be located at 120 N. Joy Street in Corona, CA. The main purpose of the facility will be to provide storage space for I-15 Express Lanes operations and maintenance vehicles, equipment and materials. The facility will also house TSP maintenance staff and be used for general equipment maintenance and other miscellaneous maintenance activities. b. Division of Responsibility Between the OFFEROR and the Toll Services Provider (TSP) DRAFT41 i. In general, the OFFEROR’s scope will be to design exterior site improvements as necessary to ensure the existing facility meets all applicable local, state and federal codes and standards. The improvements to be provided generally include exterior modifications to the existing parking lot and building site. No interior modifications to the building are expected unless accessibility (ADA) upgrade requirements are identified through the initial design assessment process. If interior ADA upgrades are deemed to be required, the OFFEROR shall incorporate these upgrades into their design. Following the build-out of the improvements, the SAM facility will be turned over to the COMMISSION and the TSP for use. B. GENERAL REQUIREMENTS 1. GENERAL a. The OFFEROR shall prepare all reports, studies, plans, and specifications in accordance with COMMISSION requirements, City of Corona standards and codes and applicable Business Owners Association Covenants, Conditions and Restrictions (CC&R’s). 2. DATA COLLECTION a. The project will involve the review and assimilation of conceptual designs prepared by the COMMISSION and its consultants. The OFFEROR will be expected to make the best use of existing data to minimize waste and duplication of work efforts. 3. MEETINGS/PUBLIC INVOLVEMENT a. The OFFEROR will be required to meet with the COMMISSION and others that may include its consultants, Business Owners Association representatives, the City of Corona and the I-15 ELP’s TSP representatives on a regular basis. Project status and/or development meetings will be held on a weekly or monthly basis, at the discretion of the COMMISSION. 4. PROJECT DELIVERY Table B-1: Project Delivery Dates The COMMISSION has established the following project milestones: 1. OFFEROR Notice to Proceed 11/08/2017 2. All City of Corona Approvals and Permits 04/18/2018 DRAFT42 Received 3. Release Construction Bid Package 05/09/2018 4. Issue Construction Contract NTP 07/11/2018 5. ROC Facility Buildouts Complete – Turnover to TSP 01/07/2019 6. SAM Facility Buildouts Complete – Turnover to TSP 05/08/2019 C. A-E SERVICES REQUIREMENTS All work will be performed to meet the latest Local, State and Federal standards as applicable to the element of work being performed. The activities listed in this scope of work shall be submitted and delivered to the COMMISSION and, if applicable, the City of Corona for 60% and 100% reviews and approvals. The COMMISSION’s Toll Services Provider (TSP) will also provide reviews as necessary to ensure their design requirements are being adequately addressed. 1. DESIGN WORK ACTIVITIES The design work generally consists of the following primary activities and deliverables: a. Development of a Design Quality Management Plan for COMMISSION approval; b. Development of Project design schedule for COMMISSION approval; c. Finalization of conceptual design elements including the ROC floorplan layout, the SAM facility site plan, the ROC solar feasibility study and the routing concept for the communication network ductbank between the ROC facility and the I-15 corridor; d. Preparation of a 60% design submittal for both the ROC and SAM facilities consisting of a complete set of plans, calculations, and cost estimates for review and approval by the COMMISSION; e. Preparation of 100% final plans for both the ROC and SAM facilities consisting of a complete set of plans, calculations, specifications, and cost estimates for review and approval by the COMMISSION and, if applicable, the City of Corona and Business Owners Associations; f. Submission of monthly design progress reports to the COMMISSION for approval; DRAFT43 g. Preparation of construction documents consisting of the final design documents, specifications, cost estimates and a construction schedule that coincides with the Project Delivery Schedule (Table B-1); h. Preparation, submission, obtaining and monitoring of all required permits; i. Assisting COMMISSION in the bid process, including but not limited to responding to any Requests for Information (RFI) submitted by bidders; j. A-E services during construction; k. Preparation and submittal of as-built plans and drawings to COMMISSION in both CADD and hardcopy formats; 2. CONCEPTUAL DESIGN The OFFEROR shall perform the following activities in connection with the conceptual design package: a. Regional Operation Center (ROC) 1. Review the conceptual floorplan layout as provided in Attachment 1A. Hold working sessions with the COMMISSION, the TSP and other stakeholders to modify and finalize the floorplan as needed to meet end-user requirements for the facility. i. In addition to the building purchased for the ROC facility (located at 291 Corporate Terrace Circle), the COMMISSION has also purchased the adjacent/adjoining building (301 Corporate Terrace Circle) for use as a new customer service center for the SR-91 Express Lanes (91 CSC). The COMMISSION will be concurrently designing and building out this facility, under separate contract. The COMMISSION is interested in investigating options to join the two building spaces for use as one consolidated unit (with two distinct functions). OFFEROR will be responsible for investigating this concept during the conceptual design phase and, if elected by the COMMISSION, incorporating this concept into their design. 2. Review TSP’s Infrastructure Design Document (IDD), as provided in Attachment 1C. Hold coordination meetings with the COMMISSION and TSP as necessary to ensure all IDD DRAFT44 requirements are fully understood and adequately incorporated into the OFFEROR’s design. 3. Review the existing building site, plans and relevant information to establish the as-built conditions for the planned improvements as necessary to plan design activities. 4. During conceptual design, prepare a feasibility study on the option of using solar power as an alternative to supply and/or supplement standard power to the ROC building, for the COMMISSION’s consideration. Study should include feasibility of installation, location options, special requirements/restrictions, permitting/approvals and long-term cost/savings analysis. If elected by the COMMISSION, OFFEROR shall incorporate the solar power option into their design. 5. Finalize routing concept for the communication network ductbank between the ROC facility and the I-15 corridor. Details shall include specific conduit routing locations through the Corporate Terrace Business Park including pull box locations. Obtain approval from the Business Association on the proposed routing before proceeding to final design. b. Storage and Maintenance (SAM) Facility 1. Review the conceptual site plan as provided in Attachment 1P. Hold working sessions with the COMMISSION and City of Corona, as needed, to finalize site plan concept. 2. Review the existing site, plans and relevant information to establish the as-built conditions for the planned improvements as necessary to plan design activities. 3. FINAL DESIGN DEVELOPMENT a. General 1. The OFFEROR shall complete the final design documents based on the final design concepts reviewed and approved by the COMMISSION. 2. Prior to proceeding, any changes to the conceptual designs shall be approved by the COMMISSION. 3. The OFFEROR shall prepare a set of final design documents and submit and obtain any and all permits. All plans, calculations, DRAFT45 specifications and cost estimates shall be in full compliance with the City of Corona standards and codes and COMMISSION requirements. 4. Specifications shall be prepared and included in the construction documents. b. Design Development and Process 1. Regional Operations Center (ROC) Final design documents shall include, but not be limited to, the following: i. Detailed information including; staging, construction details, required phases and/or construction sequence, and procedures for the demolition and reconstruction of the existing building interior; ii. Interior architectural modifications (i.e. walls, partitions, ceilings, finishes, doorways, flooring, fixtures, etc.); iii. Office equipment and furniture layout; iv. Additional design elements required within the ROC facility to combine the ROC and 91 CSC building spaces, if elected by the COMMISSION during the conceptual design phase; v. Electro-mechanical equipment: heating, cooling, disposal systems and/or any other similar equipment; vi. Additional HVAC and backup HVAC systems for computer rooms, as required; vii. Solar power, if elected by the COMMISSION; viii. Roof structure modifications as needed to accommodate any solar power system and/or additional HVAC equipment; ix. Plumbing; x. Communication network ductbank from the ROC building to the I-15 corridor; xi. Electrical and lighting; DRAFT46 xii. Backup generator for building facility; xiii. Environmental and safety impacts; xiv. Low voltage and telecommunications systems; xv. Fire protection and fire alarm; xvi. Interior and/or exterior ADA upgrades, as required; xvii. Exterior building access control and monitoring systems; xviii. Bracing/backboard system for TSP video wall; xix. Interior/Exterior building signage and wayfinding signage; xx. Other miscellaneous installations; xxi. Construction schedule (Critical Path Method); xxii. Final design drawings; xxiii. Construction Cost Estimates: a cost estimate shall be prepared and submitted to the COMMISSION for approval and used as a reference document for the construction phase of the project. 2. Storage and Maintenance (SAM) Facility Final design documents shall include, but not be limited to, the following: i. Detailed information including; staging, construction details, required phases and/or construction sequence and procedures for the demolition, grading (cut/fill) and reconstruction of site improvements; ii. Cut and fill of grade; iii. Retaining walls; iv. Site development / improvements plans; including pavement, sidewalk, drainage, water quality and utilities; v. Exterior and/or interior ADA upgrades, as required; DRAFT47 vi. Landscaping and irrigation; vii. Schedule (Critical Path Method); viii. Final design drawings; ix. Construction Cost Estimates: a cost estimate shall be prepared and submitted to the COMMISSION for approval and used as a reference document for the construction phase of the project. c. Design Development Review, Approval and Acceptance: 1. OFFEROR’s final design documents shall be reviewed and approved by the COMMISSION, the City of Corona, Business Owners Association and any other stakeholder(s). 4. CONSTRUCTION DOCUMENTS a. The OFFEROR shall prepare construction documents for the ROC and SAM facilities and combine into one construction bid package. b. The OFFEROR shall submit and obtain any and all final design approvals and construction permits. c. The OFFEROR shall provide an engineer’s cost estimate for the construction of both the ROC and SAM facilities. d. The OFFEROR shall develop and submit a construction schedule that agrees with the overall I-15 ELP Project Delivery Dates, described on Table B-1. 5. A-E SERVICES DURING PROCUREMENT The OFFEROR shall assist the COMMISSION in procurement of the construction bid package by performing procurement services, including but not limited to the following: a. Pre-bid Meetings: Attend and participate in any pre-bid meetings and assist in resolving issues and questions raised in the meeting. b. Bid Support Services: Respond to any requests for information and/or inquiries from potential bidders during the bid package procurement period. DRAFT48 c. Bid Analysis: Assist the COMMISSION in reviewing and evaluating construction bids to determine the responsiveness of the bids and the lowest responsible bidder to whom an award may be made. 6. A-E SERVICES DURING CONSTRUCTION The OFFEROR shall provide A-E services during construction that include, but are not limited to: a. Responding to Requests for Information (RFIs), including any meetings necessary in connection with resolving RFIs; b. Site visits and the preparation of observation reports; c. Instructional bulletins/addendums; d. Review and approval of submittals and shop drawings; e. Assisting the COMMISSION in the evaluation and resolution of claims and disputes; 7. CLOSE-OUT The OFFEROR shall provide close out services upon completion of the construction package, including, but not limited to: a. Final as-built plans; b. Final sign-offs, certifications and approvals, as required; c. Support with construction contract closeout; 8. FINAL PRODUCTS/DELIVERABLES Specific final products/deliverables related to the A-E services portion of the Project are listed below: a. Design quality management plan; b. Project design schedule; c. Final ROC and SAM facility layout concepts; d. Solar power feasibility study; e. 60% design packages for both ROC and SAM facilities; DRAFT49 f. 100% final design packages, consisting of plans, specifications and cost estimates for both ROC and SAM facilities; g. Monthly design progress reports; h. Construction bid package; i. All required design and construction permits; j. Estimated construction schedule; k. Final as-built plans; D. CONSTRUCTION MANAGEMENT SERVICES REQUIREMENTS Perform Construction Management (CM) services during the course of the ROC and SAM facility build-outs. The OFFEROR shall provide a single point of contact to direct and coordinate all field activities under this contract. The scope of responsibility and the total number of personnel assigned to the project is left to the discretion of the OFFEROR as described in the OFFEROR’s SOQ. General duties include contract administration, construction coordination, office engineering, construction inspection, survey support, material testing, special inspections, claim analysis, project closeout and other assorted duties as appropriate for construction management and as further described below: 1. PERSONNEL a. A Resident Engineer shall be assigned as a single point of contact to direct and coordinate construction activities. The Resident Engineer shall be in responsible charge of construction activity within the Project. b. The number of OFFEROR personnel assigned to the project may vary throughout the duration of the construction work. OFFEROR personnel will be assigned, in varying levels of responsibility, as needed by the OFFEROR to meet the project schedule, project requirements, and construction activities. c. Resumes of personnel shall be submitted to COMMISSION for review and approval prior to assignment to the Project. Personnel selected for assignment by OFFEROR shall be made available for personal interviews prior to acceptance by COMMISSION. If, in the opinion of COMMISSION, an individual lacks adequate experience, the individual may be rejected or may be accepted on a trial basis until such time the DRAFT50 individual's ability to perform the required services has been demonstrated. If, at any time, the performance of OFFEROR personnel is unsatisfactory to COMMISSION, COMMISSION may release him/her by written notice and may request another qualified person be assigned. d. OFFEROR personnel shall be knowledgeable of and comply with all applicable local, state, and federal regulations. OFFEROR personnel shall have the ability to read and interpret construction plans and specifications. OFFEROR personnel shall cooperate and consult with COMMISSION, State, and City officials during the course of the Project. OFFEROR personnel shall perform duties as may be required to assure that construction is being performed in accordance with the Project plans and specifications. 2. PROJECT ADMINISTRATION a. OFFEROR shall conduct regular project coordination meetings with Contractor, COMMISSION, local agencies, and OFFEROR’s design engineer, as appropriate. OFFEROR shall produce meeting minutes for all project meetings. b. OFFEROR shall prepare Contractor progress payments and maintain payment records and supporting documentation. All progress payments shall be reviewed by COMMISSION for approval. c. OFFEROR shall establish a filing system and maintain all Project records. Project record keeping shall include, but are not limited to the following: correspondence, memoranda, contract documents, design plans and revisions, change orders, claims, COMMISSION and engineer directives, meeting minutes, shop drawings, materials records, survey data, supplementary drawings, and progress payments. OFFEROR shall maintain a record of the names, addresses, and telephone and fax numbers of the Contractor, subcontractors, and principal material suppliers. d. OFFEROR shall prepare and submit a Monthly Project Report (MPR). The MPR shall include construction activity, accomplishments, and status of Requests for Information (RFIs), submittals, current issues, Contract Change Orders (CCOs) and current project budget and schedule. e. OFFEROR shall ensure that the Project meets all provisions of the COMMISSION Quality Assurance Program Manual. f. OFFEROR shall review Contractors’ certified payroll records and assist DRAFT51 COMMISSION with labor compliance. 3. CONSTRUCTION COORDINATION a. OFFEROR shall maintain regular contact with COMMISSION’s Project Manager. b. OFFEROR shall coordinate review of shop drawings and Requests for Information (RFIs) with the OFFEROR’s design engineer. OFFEROR shall log and track all submittals and RFIs. c. OFFEROR shall review and approve Traffic Control Plans and forward to COMMISSION as necessary. d. OFFEROR shall coordinate all Project construction activities with other on-going projects within and adjacent to the Project limits. 4. CONSTRUCTION INSPECTION a. OFFEROR shall coordinate all required inspections necessary for the Project. OFFEROR shall ensure that appropriate City and local agency personnel are notified and present as required throughout the Project. OFFEROR shall notify COMMISSION immediately regarding any directives, recommendations, notices, etc. received from agencies other than COMMISSION. b. OFFEROR shall exercise reasonable care and diligence to discover and promptly replace, correct, and/or mitigate all defects or deficiencies in the materials or workmanship used in the Project. Any such deficiencies and their resolution shall be reported to COMMISSION. c. Assignments to be performed by OFFEROR personnel shall include, but are not limited to, the following: i. Inspection, and any other duties that may be required, to determine that construction of the Project is being performed in accordance with the contract documents and all applicable laws, codes, and ordinances.; ii. Identifying actual and potential problems associated with the Project and recommending sound engineering solutions.; iii. Maintaining awareness of safety and health requirements. Monitoring Contractor’s compliance with applicable regulations DRAFT52 and construction contract provisions for the protection of the public and Project personnel.; iv. Preparing complete and accurate daily reports, engineering calculations, project records, payment quantity documents, reports, and correspondence related to Project activities. Documents shall be sufficient to provide actual cost of force account work.; v. Preparing construction sketches, drawings, and cross-sections, as necessary.; vi. Keeping contemporaneous records of all additions or deviations from the approved plans for preparation of as-built plans; vii. Monitoring and inspecting work to ensure compliance with environmental requirements, including all provisions of the Storm Water Pollution Prevention Plan (SWPPP) and all applicable regulations of the Air Quality Management District (AQMD).; viii. Other duties as may be required or reasonably requested.; 5. PROJECT SUPPORT a. Construction Surveys i. OFFEROR shall perform construction quality assurance surveying services, field calculations, and home office calculations, as required, to confirm work conforms to Project plans and specifications. OFFEROR may be requested by COMMISSION to review available survey data, construction plans and right-of-way plans to confirm compatibility and to identify discrepancies prior to and during construction. b. Materials Testing, Geotechnical and Special Inspection Services i. OFFEROR will provide experienced personnel, equipment, and facilities to perform various construction materials sampling and testing and special inspection services as may be required. These services will be used to ensure that work conforms to applicable standards, Project plans and specifications, and special provisions for material quality and workmanship. ii. All field and laboratory testing shall be performed in accordance with California Test Methods. DRAFT53 iii. OFFEROR will be responsible for the accuracy and completeness of all test data compilation and results. c. Permits i. OFFEROR shall review the project for permit compliance and coordinate with COMMISSION and the OFFEROR’s design engineer to ensure that necessary permits are obtained. OFFEROR shall coordinate the timely processing and verification of approval for all permits. OFFEROR shall maintain permits and permit documentation on site. 6. COST AND SCHEDULE a. OFFEROR shall monitor and track the following: i. Contract pay item quantities and payments; ii. Contract change orders; iii. Supplemental work items; iv. Anticipated extra work balance; v. Contingency balance; vi. Project budget; b. OFFEROR shall review and monitor Contractor’s construction progress and schedule on an ongoing basis and inform COMMISSION of any significant changes or deviations in the schedule. OFFEROR shall expedite work, as required, to maintain schedule. 7. CONTRACT CHANGE ORDERS AND CLAIMS a. OFFEROR shall receive and evaluate requests for changes and/or substitutions by the Contractor. OFFEROR shall coordinate proposed changes with the COMMISSION’s Project Manager and shall prepare and submit Contract Change Orders to the COMMISSION for approval accompanied by OFFEROR’s Transmittal Memo describing background information, reasons for the change and proposed method of payment and/or adjustment of contract time. Proposed changes DRAFT54 shall be conveyed to OFFEROR’s design engineer and/or other project stakeholders as requested by the COMMISSION. b. OFFEROR shall attempt to avoid all unnecessary Contract Change Orders. When a Contract Change Order is necessary, OFFEROR shall consult with COMMISSION prior to its preparation. Unless directed otherwise by COMMISSION, the preferred method of payment for Contract Change Orders should be as follows: i. Agreed Price; ii. Adjustment in compensation to a bid item; iii. Time and materials or Force Account; c. OFFEROR shall attempt to identify all potential claims, track and monitor unresolved claims, and implement a claims avoidance processes. d. OFFEROR shall assist COMMISSION, as requested, in the identification, resolution, and final disposition of claims filed by the Contractor or third parties against COMMISSION or the Project. 8. SAFETY In addition to the requirements specified elsewhere in this contract, the following shall also apply: a. OFFEROR shall comply with State of California Construction Safety Orders.; b. OFFEROR shall provide appropriate safety training for all OFFEROR field personnel.; c. OFFEROR shall provide all necessary safety equipment as required for OFFEROR personnel.; 9. PROJECT CLOSEOUT a. OFFEROR shall prepare a list of items to be completed and/or corrected by the Contractor for final completion of the Project. b. OFFEROR shall review and verify completeness of as-built drawings. DRAFT55 c. OFFEROR shall conduct final walk-throughs with COMMISSION, City of Corona, contractor, TSP (as applicable) and OFFEROR’s design engineers. d. OFFEROR shall prepare and deliver to COMMISSION all project files in accordance with COMMISSION’S policies. e. OFFEROR shall assist COMMISSION and contractor in obtaining final release of all project permits (including any required occupancy permits). 10. EQUIPMENT AND MATERIALS TO BE PROVIDED BY OFFEROR a. OFFEROR will provide office space, telephones, desks, chairs, computers, and appropriate office equipment for its personnel. b. OFFEROR shall provide all necessary equipment including software, materials, supplies, miscellaneous tools, and safety equipment required for its personnel to perform the services accurately, efficiently, and safely. Only those items listed in Exhibit C, Compensation and Payment, shall be reimbursed by COMMISSION. c. OFFEROR personnel shall be provided with a mobile radio, cellular phone, or other means to assure full-time communication. 11. AVAILABILITY AND WORK HOURS a. The typical workday includes all hours worked by COMMISSION’s construction contractor. The construction contractor’s operations may be restricted to specific hours during the week, which will become the normal workday for OFFEROR’s personnel. On days when work is not performed by the construction contractor, such as rainy or unsuitable weather days, OFFEROR services will not be provided unless authorized by the COMMISSION’s Project Manager. b. Unless otherwise directed by COMMISSION, the normal work week will consist of 40 hours. From time to time, overtime may be required. However, overtime will be worked only when approved in writing by COMMISSION. 12. LIMITATIONS TO AUTHORITY OFFEROR does not have the authority to: a. Authorize deviations from the contract documents.; DRAFT56 b. Approve substitute materials or equipment; except as authorized in writing by COMMISSION.; c. Assume any of the responsibilities of the contractors, contractors’ superintendent, or subcontractors.; d. Exercise control over or be responsible for construction means, methods, techniques, sequences, procedures, or safety precautions.; e. Communicate directly with subcontractors or material suppliers without the prior consent of the contractor.; f. Verbally authorize or approve change orders or extra work for the Project.; g. Offer or receive incentives, inducements, or other forms of enumeration to or from the Contractor to perform services or work outside the terms of any executed contracts for this Project. 13. THIRD PARTY RELATIONSHIPS a. This Agreement is intended to provide unique services for a specific project. In the development of the Project, COMMISSION has worked closely with others in the preparation of the construction documents and other Project related materials. COMMISSION, however, is solely responsible for and will be the sole point of contact for all contractual matters related to the Project. OFFEROR shall take direction only from COMMISSION and shall regularly inform only COMMISSION of Project progress, outstanding issues, and all Project related matters. b. During the course of the Project, OFFEROR may find occasion to meet with City, COMMISSION, Project Offerors, or other third parties who have assisted with the Project. These entities may, from time to time, offer suggestions and/or recommendations regarding the Project or elements of the Project. While COMMISSION enjoys a close relationship with and has considerable confidence in the capabilities of these other parties, OFFEROR shall not act on any suggestions, solicited or unsolicited, without obtaining specific direction from COMMISSION. All oral and written communication with outside agencies or Offerors related to the project shall be directed only to COMMISSION. Distribution of Project related communication and information shall be at the sole discretion of COMMISSION representatives. 14. DELIVERABLES DRAFT57 Specific final products/deliverables related to the CM Services portion of the Project are listed below: a. Project safety plan; b. Monthly project reports; c. Monthly construction contract progress payments, back-up documentation, and support information as requested.; d. All project files, including but not limited to, project reports, correspondence, daily diaries, memoranda, shop drawings, RFIs, project logs, change order data, claims and claim reports, and contractor payment records.; e. Certified payrolls and fringe benefit statements for all employees, OFFEROR and Contractor, who are subject to the State and/or Federal prevailing wage rates.; f. All material test results will be provided in accordance with the applicable Standard Specifications and Special Provisions, and California Test methods. Failing tests will be immediately reported internally to the Resident Engineer. All test results will be recorded on the appropriate forms. The test documents will be legible and show the identity of the tester where appropriate. A summary sheet containing all results of a particular regime of tests shall be developed and kept current.; g. Contractor final payment documents, delivered to COMMISSION no later than ten (10) working days after acceptance by COMMISSION of the completed construction project. DRAFT58 ATTACHMENT 1 A. Property Information I-15 ELP Regional Operations Center (ROC)  Location: 291 Corporate Terrace Circle, Corona, CA 92879  Building Area: 9,372 SF  Business Owners Association: Corporate Terrace Owners Association I-15 ELP Storage and Maintenance (SAM) Facility  Location: 120 N. Joy Street, Corona, CA 92879  Building Area: 10,731 SF  Site Area: 40,946 SF  Business Owners Association: None B. Attachments included for the following Properties: The Commission is providing the reference materials described herein (“Reference Materials”) to OFFERORs for informational purposes only. Except as otherwise expressly stated (a) the Reference Materials are not mandatory or binding on OFFERORs, (b) OFFERORs are not entitled to rely on the Reference Materials as presenting a feasible, complete, accurate, viable or desirable technical, design, engineering, construction, operations or maintenance solution or other direction, means or methods for complying with the requirements of this RFQ, or any laws, rules or regulations related to the project or services described in this RFQ; (c) use by OFFEROR of the Reference Materials, or any portion thereof, shall be at the sole risk of OFFEROR; and (d) the Reference Materials are provided without any representation or warranty by the Commission, all of which representations and warranties are hereby disclaimed in their entirety. The Commission shall not be responsible or liable in any respect for any damages or losses sustained by OFFEROR arising out of reliance on any information contained in the Reference Materials. This provision shall be incorporated into the agreement entered into with the successful OFFEROR. Referenced Materials can be downloaded from the Commission’s website located at http://rctcdev.info/doing-business/rfps-rfqs-ifbs. 1. I-15 ELP Regional Operations Center (ROC) Attachment Title 1A ROC Floorplan Layout Concept 1B RCTC-TSP Division of Responsibility Table (Table 10-1) 1C TSP Infrastructure Design Document (IDD) - Draft 1D Concept Plan for Communication Network Link Between the ROC Facility and the I-15 Express Lanes DRAFT59 1E 291 Corporate Terrace Cir. – Existing Building Plans 1F Corporate Terrace Owners Association Covenants, Conditions and Restrictions (CC&R’s) – 2007 1G Corporate Terrace Owners Association Covenants, Conditions and Restrictions (CC&R’s) – 2010 (Amendment 1) 1H Corporate Terrace Owners Association – Welcome Packet 1I 291 Corporate Terrace – Property Inspection Report 1J 291 Corporate Terrace – Phase I Environmental Site Assessment Report 1K 291 Corporate Terrace Cir. – Parcel Map 1L 291 Corporate Terrace Cir. – On-Site Parking Analysis 1M 291 Corporate Terrace Cir. – Property Information & Site Photos 1N 301 Corporate Terrace Cir. – Existing Floor Plan 1O 301 Corporate Terrace Cir. – Floor Plan Concept 2. I-15 ELP Storage and Maintenance (SAM) Facility Attachment Title 1P 120 N. Joy St. – Site Concept Plan 1Q 120 N. Joy St. – Parcel Map 1R 120 N. Joy St. – Site Photos 3. General Attachment Title 1S COMMISSION Quality Assurance Program Manual DRAFT60 EXHIBIT “B” SCHEDULE 1. OFFEROR Notice to Proceed 11/08/2017 2. All City of Corona Approvals and Permits Received 04/18/2018 3. Release Construction Bid Package 05/09/2018 4. Issue Construction Contract NTP 07/11/2018 5. ROC Facility Buildouts Complete – Turnover to TSP 01/07/2019 6. SAM Facility Buildouts Complete – Turnover to TSP 05/08/2019 DRAFT61 EXHIBIT “C” COMPENSATION DRAFT62 EXHIBIT “C” COMPENSATION AND PAYMENT For the satisfactory performance and completion of the Services under this Agreement, the Commission will pay the Consultant compensation as set forth herein. 1) ELEMENTS OF COMPENSATION. Compensation for the Services will be comprised of the following elements: 1.1 Direct Labor Costs; 1.2 Fixed Fee; and 1.3 Additional Direct Costs. 1.1 DIRECT LABOR COSTS. Direct Labor costs shall be paid in an amount equal to the product of the Direct Salary Costs and the Multiplier which are defined as follows: i) DIRECT SALARY COSTS Direct Salary Costs are the base salaries and wages actually paid to the Consultant's personnel directly engaged in performance of the Services under the Agreement. (The range of hourly rates paid to the Consultant's personnel appears in Section 2 below.) ii) MULTIPLIER The Multiplier to be applied to the Direct Salary Costs to determine the Direct Labor Costs is 2.3822, and is the sum of the following components: (1) Direct Salary Costs 1.0000 (2) Payroll Additives 0.2063 The decimal ratio of Payroll Additives to Direct Salary Costs. Payroll Additives include all employee benefits, allowances for vacation, sick leave, and holidays, and company portion of employee insurance and social and retirement benefits, all federal and state payroll taxes, premiums for insurance which are measured by payroll costs, and other contributions and benefits imposed by applicable laws and regulations. DRAFT63 (3) Overhead Costs 1.1759 The decimal ratio of allowable Overhead Costs to the Consultant firm's total direct salary costs. Allowable Overhead Costs include general, administrative and overhead costs of maintaining and operating established offices, and consistent with established firm policies, and as defined in the Federal Acquisitions Regulations, Part 31.2. Total Multiplier 2.3822 (sum of 1.1.2.1, 1.1.2.2, and 1.1.2.3) 1.2 FIXED FEE. A Fixed Fee of $32,855.00 shall be paid to Consultant for Consultant’s complete and satisfactory performance of this Agreement and all Services required hereunder. Commission shall pay the Fixed Fee in monthly installments based upon the percentage of the Services completed at the end of each billing period, as determined in the sole discretion of the Commission’s Representative, or his or her designee. Consultant shall not be entitled to and shall forfeit any portion of the Fixed Fee not earned as provided herein. 1.3 ADDITIONAL DIRECT COSTS. Additional Direct Costs directly identifiable to the performance of the services of this Agreement shall be reimbursed at the rates below, or at actual invoiced cost. Rates for identified Additional Direct Costs are as follows: ITEM REIMBURSEMENT RATE Per Diem Actual Cost Car mileage 0.5755 or current IRS rate Rental Car Actual Cost Travel Actual Cost Photocopies (Black & White) $0.10/copy-Outside Services Actual Cost Photocopies (Color) $0.17/copy-Outside Services Actual Cost Photographs/ other reprographic Services Actual Cost Postage/Shipping Actual Cost DRAFT64 Courier Service Actual Cost Permitting and Plan Check/Review Fees Actual Cost Other Rentals, supplies, purchases Actual Cost Travel by air and travel in excess of 100 miles from the Consultant's office nearest to the Commission's office must have the Commission's prior written approval to be reimbursed under this Agreement. 2) DIRECT SALARY RATES Direct Salary Rates, which are the range of hourly rates to be used in determining Direct Salary Costs in Section 1.1.1 above, are given below and are subject to the following: a) Direct Salary Rates shall be applicable to both straight time and overtime work, unless payment of a premium for overtime work is required by law, regulation or craft agreement, or is otherwise specified in this Agreement. In such event, the premium portion of Direct Salary Costs will not be subject to the Multiplier defined in Paragraph 1.1.2 above. b) Direct Salary Rates shown herein are in effect for one year following the effective date of the Agreement. Thereafter, they may be adjusted annually to reflect the Consultant's adjustments to individual compensation. The Consultant shall notify the Commission in writing prior to a change in the range of rates included herein, and prior to each subsequent change. POSITION OR CLASSIFICATION RANGE OF HOURLY RATES Principal In Charge $95.00 - $115.00/hour Project Manager $75.00 - $95.00/hour Senior Architect $60.00 - $80.00/hour Principal Mechanical Engineer $75.00 - $95.00/hour Senior Structural Engineer $75.00 - $95.00/hour Senior Civil Engineer $55.00 - $75.00/hour Senior Electrical Engineer $55.00 - $75.00/hour Commissioning Agent $65.00 - $85.00/hour Architect $50.00 - $70.00/hour Design Technician 1 $35.00 - $55.00/hour Design Technician 2 $35.00 - $55.00/hour CAD Designer 3 $30.00 - $50.00/hour Project Coordinator $25.00 - $45.00/hour Associate Structural Engineer $50.00 - $70.00/hour Electrical Engineer $50.00 - $70.00/hour Plumbing & Mechanical $45.00 - $65.00/hour Associate Civil Engineer $50.00 - $70.00/hour Project Controller/Construction Office Engineer $50.00 - $70.00/hour DRAFT65 Project Engineer/Controls Assistant $30.00 - $50.00/hour c) The above rates are for the Consultant only. All rates for subconsultants to the Consultant will be in accordance with the Consultant's cost proposal. 3) INVOICING. a) Each month the Consultant shall submit an invoice for Services performed during the preceding month. The original invoice shall be submitted to the Commission's Executive Director with two (2) copies to the Commission's Project Coordinator. b) Charges shall be billed in accordance with the terms and rates included herein, unless otherwise agreed in writing by the Commission's Representative. c) Base Work shall be charged separately, and the charges for each task and Milestone listed in the Scope of Services, shall be listed separately. The charges for each individual assigned by the Consultant under this Agreement shall be listed separately on an attachment to the invoice. d) A charge of $500 or more for any one item of Additional Direct Costs shall be accompanied by substantiating documentation satisfactory to the Commission such as invoices, telephone logs, etc. e) Each copy of each invoice shall be accompanied by a Monthly Progress Report and spreadsheets showing hours expended by task for each month and total project to date. f) Each invoice shall include a certification signed by the Consultant's Representative or an officer of the firm which reads as follows: I hereby certify that the hours and salary rates charged in this invoice are the actual hours and rates worked and paid to the employees listed. Signed _____________________________ Title _____________________________ Date _____________________________ Invoice No. ________________________ 4) PAYMENT a) The Commission shall pay the Consultant within four to six weeks after receipt by the Commission of an original invoice. Should the Commission DRAFT66 contest any portion of an invoice, that portion shall be held for resolution, without interest, but the uncontested balance shall be paid. b) The final payment for Services under this Agreement will be made only after the Consultant has executed a Release and Certificate of Final Payment. DRAFT67 EXHIBIT “C” PART 2 APPROVED SUBCONSULTANTS AND APPROVED BILLING RATES APPROVED SUBCONSULTANTS Firm Direct Salary Cost Salary Additive Overhead Total Multiplier Cornerstone Studios, Inc. 1.00 1.5400 2.5400 Lenax Construction Services, Inc. 1.00 0.4108 0.8530 2.2638 MTGL 1.00 0.6000 0.5000 2.1000 Virtek Company 1.00 0.4554 0.9246 2.3800 Sub-Consultant Reimbursable Other Direct Cost ITEM REIMBURSEMENT RATE Per Diem Actual Cost Car Mileage Current IRS rate Rental Car Actual Cost Travel Actual Cost Photocopies (Black & White) Actual Cost Photocopies (Color) Actual Cost Photographs Actual Cost Other Reprographic Services Actual Cost Postage/Shipping Actual Cost Courier Service Actual Cost Other Rentals, Supplies, Purchases Actual Cost Cornerstone Studios, Inc. Position or Classification Range of Hourly Rates Principal/Associate $45.00 - $70.00/hour Senior Principal $35.00 - $60.00/hour Designer $20.00 - $30.00/hour DRAFT68 Lenax Construction Services, Inc. Position or Classification Range of Hourly Rates Lead Estimator $85.00 - $110.00/hour Senior Estimator $55.00 - $75.00/hour Senior MEP Estimator $60.00 - $80.00/hour Estimator $40.00 - $55.00/hour Senior Scheduler $65.00 - $85.00/hour Scheduler $45.00 - $60.00/hour MTGL Position or Classification Range of Hourly Rates Plant Inspector $25.00 - $27.00/hour Field Material Tester $25.00 - $27.00/hour Geo. Engineer $58.00 - $64.00/hour Laboratory Supervisor $40.00 - $44.00/hour Project Engineer/Project Manager $45.00 - $49.00/hour Virtek Company Position or Classification Range of Hourly Rates Senior Project Manager $95.00 -$105.00/hour QA/QC $40.00 - $55.00/hour Project Surveyour, PLS $50.00 - $60.00/hour Party Chief $43.00 - $50.00/hour Chainman $40.00 - $45.00/hour CADD Survey Tech $20.00 - $35.00/hour Administrative Support $20.00 - $30.00/hour DRAFT69 Principal In Charge $100 160 $16,000 Project Manager $80 600 $48,000 Senior Architect $65 400 $26,000 Principal Mechanical Engineer $80 80 $6,400 Senior Structural Engineer $80 80 $6,400 Senior Civil Engineer $60 120 $7,200 Project Coordinator $30 160 $4,800 Architect $55 320 $17,600 Design Technician 1 $40 160 $6,400 Design Technician 2 $40 160 $6,400 CAD Designer 3 $35 160 $5,600 Associate Structural Engineer $55 75 $4,125 Electrical Engineer $55 160 $8,800 Plumbing & Mechanical $50 160 $8,000 Project Controller/Construction Office Engineer $55 600 $33,000 Project Engineer/Controls Assistant Full-time on site during construction $35 600 $21,000 3,995 $225,725 138.22% $311,997 $311,997 $311,997 $8,000 $15,000 $3,500 $16,700 $43,200 $43,200 $355,197 All Assumed reimbursables Combined See Storage maintenance (SAM) SUBTOTAL 1A: Total Subconsultants Project Function Total Hours SUBTOTAL 1: Owen Cost Loaded Billing for Staff Time TOTAL PROJECT COST (SUBTOTAL 1 + SUBTOTAL 2) Total of all subconsultants above Subconsultant 1: Cornerstone Studios, Inc. for Landscape design (ADA, Planters Rev.) Subconsultant 3: Materials testing Subconsultant 4: Estimating and Scheduling NOTE * Resources are quantified based on the initial scope of services in the RFP. The budgeted time may vary for positions and between either project within the Total Project Cost as required to achieve the intended completion. Total OH Multiplier Cost Subconsultant 2: Survey & Underground Utility Study ROC 291 CORPORATE TERRACE DESIGN AND CONSTRUCTION MANAGEMENT SERVICES Remarks Total Direct Payroll and Overhead Costs Pay Rate Total Cost TOTALS FOR ROC 291 CORPORATE Owen Group Page 1DRAFT70 Principal In Charge $100 40 $4,000 Project Manager $80 200 $16,000 Senior Architect $65 150 $9,750 Principal Mechanical Engineer $80 20 $1,600 Senior Structural Engineer $80 80 $6,400 Senior Civil Engineer $60 60 $3,600 Project Coordinator $30 160 $4,800 Architect $55 40 $2,200 Design Technician 1 $40 40 $1,600 Design Technician 2 $40 40 $1,600 CAD Designer 3 $35 20 $700 Associate Structural Engineer $55 25 $1,375 Electrical Engineer $55 20 $1,100 Plumbing & Mechanical $50 20 $1,000 Project Controller/Construction Office Engineer $55 150 $8,250 Project Engineer/Controls Assistant Full-time on site during construction $35 220 $7,700 1,285 $71,675 138.22% $99,069 $99,069 $99,069 $17,000 $6,500 $5,000 $6,000 $34,500 $34,500 $411,066 Profit does not include reimbursables nor subconsultants $32,885 $77,700 $28,400 $550,052 Total Direct Payroll and Overhead Costs SUBTOTAL 2A: Total Subconsultant Subconsultant 2: Survey & Underground Utility Study Total of all subconsultants above Total Cost All reimbursable as shown in the rate schedule. Subconsultant 3: Materials testing TOTAL PROJECT COST (SUBTOTAL 1 + SUBTOTAL 2) Total OH Multiplier Cost Subconsultant 1: Cornerstone Studios, Inc. for Landscape design (Complete no/low water, no/low maintenance landscape design, city arborist coordination ) MAINTENANCE 120 N. JOY DESIGN AND CONSTRUCTION MANAGEMENT SERVICES Project Function Remarks Pay Rate Grand Total for both buildings Total Subconsultant 1A + 2A Total Profit buildings 8% Total Hours Subconsultant 4: Estimating and Scheduling TOTALS FOR MAINTENANCE 120 JOY SUBTOTAL 2: Owen fully loaded billing for staff time Owen Group Page 2DRAFT71 Cornerstone Studios Principal/Associate $60 52 $3,120 Senior Principal $50 25 $1,250 Designer $25 18 $450 95 $4,820 154.00%$7,423 $7,423 $7,423 $594 $8,017 Total Profit buildings 8% Total for ROC Building SUBTOTAL 1: Cornerstone Cost Loaded Billing for Staff Time ROC 291 CORPORATE TERRACE DESIGN AND CONSTRUCTION MANAGEMENT SERVICES Project Function Remarks Pay Rate Total Hours Total Cost TOTALS FOR ROC 291 CORPORATE Total OH Multiplier Cost Total Direct Payroll and Overhead Costs Cornerstone Page 1DRAFT72 Cornerstone Studios Principal/Associate $60 112 $6,720 Senior Principal $50 60 $3,000 Designer $25 20 $500 192 $10,220 154.00% $15,739 $15,739 $15,739 $1,259 $16,998 $25,000 Total for SAM Grand Total for both buildings Total Profit buildings 8% SUBTOTAL 2: Cornerstone Studio fully loaded billing for staff time MAINTENANCE 120 N. JOY DESIGN AND CONSTRUCTION MANAGEMENT SERVICES Project Function Remarks Pay Rate Total Hours Total Cost TOTALS FOR MAINTENANCE 120 JOY Total OH Multiplier Cost Total Direct Payroll and Overhead Costs Cornerstone Page 2DRAFT73 Lenax Contruction Services Lead Estimator $100 20 $2,000 Senior Estimator $60 33 $1,980 Senior MEP Estimator $70 50 $3,500 Estimator $50 34 $1,700 Senior Scheduler $70 27 $1,890 Scheduler $50 23 $1,150 187 $12,220 126.38% $15,444 $15,444 $15,444 $1,235 $16,679 Total Cost Total Profit buildings 8% Total for ROC Building SUBTOTAL 1: Cornerstone Cost Loaded Billing for Staff Time TOTALS FOR ROC 291 CORPORATE Total Direct Payroll and Overhead Costs Total OH Multiplier Cost Project Function Remarks Pay Rate Total Hours ROC 291 CORPORATE TERRACE DESIGN AND CONSTRUCTION MANAGEMENT SERVICES Lenax Page 1DRAFT74 Lenax Contruction Services Lead Estimator $100 8 $800 Senior Estimator $60 12 $720 Senior MEP Estimator $70 16 $1,120 Estimator $50 12 $600 Senior Scheduler $70 10 $700 Scheduler $50 9 $450 67 $4,390 126.38% $5,548 $5,548 $5,548 $444 $5,992 $22,700 Project Function Remarks Pay Rate Total Hours Total Cost Total Profit buildings 8% Total for SAM Grand Total for both buildings SUBTOTAL 2: Cornerstone Studio fully loaded billing for staff time TOTALS FOR MAINTENANCE 120 JOY Total OH Multiplier Cost Total Direct Payroll and Overhead Costs MAINTENANCE 120 N. JOY DESIGN AND CONSTRUCTION MANAGEMENT SERVICES Lenax Page 2DRAFT75 MTGL Plant Inspector $26 24 $624 Field Material Tester $26 17 $442 Geo. Engineer $60 8 $480 Laboratory Supervisor $42 8 $336 Project Engineer/Project Manager $47 5 $235 62 $2,117 110.00%$2,329 $2,329 $2,329 $186 Laboratory Testing $970 $3,485 Total Cost Total Profit buildings 8% Total for ROC Building SUBTOTAL 1: Cornerstone Cost Loaded Billing for Staff Time TOTALS FOR ROC 291 CORPORATE Total Direct Payroll and Overhead Costs Total OH Multiplier Cost Project Function Remarks Pay Rate Total Hours ROC 291 CORPORATE TERRACE DESIGN AND CONSTRUCTION MANAGEMENT SERVICES MTGL Page 1DRAFT76 MTGL Plant Inspector $26 30 $780 Field Material Tester $26 25 $650 Geo. Engineer $60 13 $780 Laboratory Supervisor $42 13 $546 Project Engineer/Project Manager $47 9 $400 90 $3,156 110.00% $3,471 $3,471 $3,471 $278 Laboratory Testing $1,270 $5,019 $8,504 Project Function Remarks Pay Rate Total Hours Total Cost Total Profit buildings 8% Total for SAM Grand Total for both buildings SUBTOTAL 2: Cornerstone Studio fully loaded billing for staff time TOTALS FOR MAINTENANCE 120 JOY Total OH Multiplier Cost Total Direct Payroll and Overhead Costs MAINTENANCE 120 N. JOY DESIGN AND CONSTRUCTION MANAGEMENT SERVICES MTGL Page 2DRAFT77 Virtek Company Senior Porject Manager $100 12 $1,200 QA/QC $50 18 $900 Project Surveyor $55 50 $2,750 Party Chief $47 45 $2,115 Chainman $43 36 $1,548 CADD Survey Tech $30 36 $1,080 Administrative Support $25 18 $450 215 $10,043 138.00% $13,859 $13,859 $13,859 $1,109 $14,968 Project Function Remarks Pay Rate Total Hours ROC 291 CORPORATE TERRACE DESIGN AND CONSTRUCTION MANAGEMENT SERVICES TOTALS FOR ROC 291 CORPORATE Total Direct Payroll and Overhead Costs Total OH Multiplier Cost Total Profit buildings 8% Grand Total for ROC Building SUBTOTAL 1: Cornerstone Cost Loaded Billing for Staff Time Total Cost Virtek Page 1DRAFT78 Virtek Company Senior Porject Manager $100 6 $600 QA/QC $50 8 $400 Project Surveyor $55 16 $880 Party Chief $47 20 $940 Chainman $43 18 $774 CADD Survey Tech $30 16 $480 Administrative Support $25 12 $300 96 $4,374 138.00% $6,036 $6,036 $6,036 $483 $6,519 $21,487 MAINTENANCE 120 N. JOY DESIGN AND CONSTRUCTION MANAGEMENT SERVICES TOTALS FOR MAINTENANCE 120 JOY Total OH Multiplier Cost Total Direct Payroll and Overhead Costs Total Profit buildings 8% Grand Total for SAM Grand Total for both buildings SUBTOTAL 2: Cornerstone Studio fully loaded billing for staff time Project Function Remarks Pay Rate Total Hours Total Cost Virtek Page 2DRAFT79 ATTACHMENT 2: ROC AND SAM FACILITY LOCATION MAP SAM Location ROC Location ATTACHMENT 2 80 10/20/2017 k A-E & CM Services for Regional Operation Center and Storage &Maintenance Facility Build -Outs Western Riverside County Programs and Projects Committee ,61,115" Presentation Overview Fxoatss iaeEs RCTC • Facility Descriptions • History • Current Needs/Project Scope • Procurement Summary • Staff Recommendations 1 10/20/2017 Facility Descriptions EXPRESS LANES • Regional Operations Center (ROC) — Required as Part of the 1-15 Express Lanes Project (1-15 ELP) — Primary Functions: • Centralized Facility for 1-15 Express Lanes Operations • Customer Service Center • Traffic Operations Center • Storage and Maintenance (SAM) Facility — Required as Part of the 1-15 ELP — Primary Functions: • Storage of 1-15 Express Lanes Operations & Maintenance (O&M) Vehicles, Equipment, and Materials • House 0&M Staff • General O&M Activities RCTC Location Map EXPRESS LANES RCTC SAM Location m ROC Location K.p . Ji,tnmokti�e �'1:�" ,t srwthcrr, c-iir 2 10/20/2017 History - ROC EXPRESS LANES RCTC • July 2016 Ad -Hoc Committee Meeting — Authorized staff to pursue the purchase of an existing office building to serve as the Regional Operations Center • November 2016 Commission Meeting — Authorized the Executive Director to submit a purchase offer, negotiate, and execute a purchase contract for the property to be used as the ROC Facility (Located at 291 Corporate Terrace Circle, Corona, CA) • April 26, 2017 — Finalized Purchase of the 291 Corporate Terrace Circle Property 45- EXPRESS LANES History—SAM Facility RCTC • Property Located at 120 North Joy St., Corona, CA • Previously Acquired by the Commission During the SR-91 Corridor Improvement Project (SR-91 CIP) • Identified by Staff to Meet the Operations & Maintenance Needs for the I-15 Express Lanes 3 10/20/2017 Current Needs EXPRESS LANES RCTC • Regional Operations Center (ROC) — Architectural -Engineering (A-E) and Construction Management (CM) Services for the Build -out of ROC Facility — Primary Scope: • Design of Interior Remodeling (Walls, Floors, Partitions, Doors, Etc.) • Design of Mechanical, Electrical, and Plumbing Installations • Design of Accessibility Improvements • Construction Administration and Management Services During Build -out • Storage and Maintenance (SAM) Facility — A-E and CM Services for the Exterior Site Improvements — Primary Design Scope: • Design of Parking Lot and Site Modifications • Design of Accessibility Improvements • Construction Administration and Management Services During Construction Procurement Summary R`T` EXPRESS LANES • August 3, 2017 — Issued Request for Qualifications • August 31, 2017 — Received Three Statements of Qualifications (SOC1s) • Owen Group • STK Architecture, Inc. • Ware Malcomb • Three member selection panel made up of Commission and Bechtel Staff • September 28, 2017 — Interviewed Two Shortlisted Firms • Owen Group • Ware Malcomb 4 10/20/2017 0:11.57" Procurement Summary EXPRESS LANES RCTC Continued: • Evaluation panel determined Owen Group was the most qualified firm based on their SOQ and interview — Corporate Qualifications — Project Staffing and Organization — Project Understanding and Approach • Completed negotiations finalizing contract terms, scope, schedule, and costs — Attachments to this item Staff Recommendation EXPRESS LIMES RCTC Approve the consultant selection process and award Agreement No. 18-31-006-00 to Owen Group to provide A-E and CM services for the 1-15 Express Lanes ROC and SAM Facility Build -outs in the amount of $550,052 plus a contingency of $55,005, for a total amount not to exceed $605,057. 5 AGENDA ITEM 9 Agenda Item 9 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: October 23, 2017 TO: Western Riverside County Programs and Projects Committee FROM: Alex Menor, Capital Projects Manager THROUGH: Marlin Feenstra, Capital Delivery Director SUBJECT: Agreement for Preparation of the Final Environmental Document, Preliminary Engineering, and Plans, Specifications and Estimates for the Construction of the Santa Ana River Trail Project Through the Green River Golf Course STAFF RECOMMENDATION: This item is for the Committee to: 1) Award Agreement No. 17-67-027-00 to Michael Baker International (Michael Baker) to prepare a final environmental document; perform preliminary engineering services; prepare plans, specifications, and estimates (PS&E); and provide construction design support services for the construction of the Santa Ana River Trail (SART) 2 project through Green River Golf Course (Project) in the amount of $1,142,691, plus a contingency amount of $114,269 for potential changes in scope, for a total amount not to exceed $1,256,960; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review and contingent upon Riverside County Regional Park and Open-Space District (Park District) execution of a Proposition 84 Grant funding agreement, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director or designee to approve contingency work as may be required for the Project; 4) Approve Agreement No. 18-67-064-00 with BNSF Railway (BNSF) to define the roles and responsibilities of each party regarding safety related and design review services for the Project, in an amount not to exceed $300,000; 5) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on behalf of the Commission; and 6) Forward to the Commission for final action. BACKGROUND INFORMATION: The concept for the overall SART from the San Bernardino Mountains to the Pacific Ocean in Huntington Beach has been in development for the last 50 years. Much of the trail has been built 81 Agenda Item 9 through Orange County with short segments remaining to be completed in Riverside and San Bernardino Counties. The last remaining segment to be completed in Riverside County is the segment from the Orange County line to the Hidden Valley Reserve in the cities of Corona and Riverside. In 2007, the Park District was successful in obtaining Proposition 84 Grant funds for the detailed alignment and construction of the section of trail from the Orange County line to the US Army Corps of Engineers property in the Prado Dam basin. In early 2015, the Park District requested the Commission to manage the delivery of the SART 1 trail project between State Route 71 and the city of Eastvale. In March 2015, the Commission and Park District entered into Memorandum of Understanding (MOU) No. 15-67-059-00, which reimburses the Commission’s costs for providing project management and procurement of construction services for the Park District SART 1 project. In October 2016, the Park District and Commission amended the MOU, Agreement No. 15-67-059-01, to reimburse the Commission for its costs for delivery of the SART 2 project for the Park District. The SART 2 project runs through the Green River Golf Course in the city of Corona. Project Description The proposed trail consists of a 10 feet wide paved Class I bike path as well as a 10 feet wide decomposed granite equestrian and pedestrian trail for a total combined width of 20 feet. The trail alignments to be investigated will take the trail from the Orange County line through the Green River Golf Course and connect with the existing trail at Chino Hills State Park’s boundary. Two build alternatives are identified for study: Alternative 1 – A Trail Along the East Side of the Golf Course: The trail alignment would start at its northern connection point from the existing trail in Chino Hills State Park, in Riverside County and proceed south along the eastern edge of Green River Golf Course, crossing over Aliso Creek drainage and utilize the existing golf cart access road under the BNSF railroad bridge, and continue south and connect to the existing staging area and trail on Green River Road. Alternative 2 – A Trail Along the West Side of the Golf Course: The trail alignment would also start from Chino Hills State Park, in Riverside County and follow the western boundary of the golf course and remain completely separate from or combined with the existing trail on Chino Hills State Park property. The trail would cross Aliso Creek and the BNSF railroad tracks and enter into golf course property and continue westerly, paralleling the BNSF railroad tracks and connecting to a future Santa Ana River trail alignment in Orange County. 82 Agenda Item 9 DISCUSSION: Procurement Process for Final Environmental Document, Preliminary Engineering and PS&E 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 a final environmental document, preliminary engineering and 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. 17-67-027-00 for preparation a final environmental document, preliminary engineering services and PS&E for the Project was released by staff on June 15, 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, 83 firms downloaded the RFQ; 15 of these firms are located in Riverside County. A pre-submittal meeting was held on June 27 and attended by 20 firms. Staff responded to all questions submitted by potential proposers prior to the July 6 clarification deadline date. Four firms – Michael Baker; David Evans and Associates, Inc. (DEA); MARRS Services, Inc.; and KWC Engineers – submitted responsive and responsible statements of qualifications prior to the 2:00 p.m. submittal deadline on July 26. Based on the evaluation criteria set forth in the RFQ, the firms were evaluated and scored by an evaluation committee comprised of Commission, Bechtel, and Park District staff. 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 two firms (Michael Baker and DEA) to the interview phase of the evaluation and selection process. Interviews were conducted on August 22. 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 Michael Baker to provide preliminary engineering, environmental document, and 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 Michael Baker for the Project services and established a fair and reasonable price. The proposed cost, including contingency, is $1,256,960. Staff anticipates advertising for the construction contract by about summer 2020. Staff recommends award of Agreement No. 17-67-027-00 to Michael Baker to perform preliminary engineering, environmental document, and PS&E services for the Project, based on 83 Agenda Item 9 the final negotiated project scope and cost of $1,142,691, plus the contingency amount of $114,269, for a total amount not to exceed $1,256,960. Additionally, staff recommends authority for the Chair or Executive Director to execute the agreement on behalf of the Commission, pursuant to legal counsel review. BNSF Agreement An agreement between the Commission and BNSF is needed to define the roles and responsibilities of each party regarding safety related training and design review services for the proposed bridge crossing of the existing BNSF railroad tracks in an amount not to exceed $300,000. Staff recommends that the Commission authorize the Chair or Executive Director to execute the agreement on behalf of the Commission, pursuant to legal counsel review. Right of Way Acquisition Once the preferred trail alignment is selected, acquisition of required right of way for the SART 2 trail from BNSF, the counties of Orange and San Bernardino, and State Parks will be identified and acquired by the Commission, per the MOU. Staff will use the Commission on-call right of way services. Impacts to existing utilities also will be identified at that time and staff will return to the Commission for approval to acquire right of way and enter into utility agreements. Funding Funding for Commission project management; preliminary engineering, environmental document, and PS&E services; and right of way services will be from the Proposition 84 grant secured by the Park District through the State Coastal Conservancy on September 28, 2017. An amendment to the Commission-Park District MOU provides for the reimbursement of the Commission’s Project costs. Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2017/18 FY 2018/19+ Amount: $500,000 $1,056,960 Source of Funds: Proposition 84 Grant funds provided by the State Coastal Conservancy and secured by Park District Budget Adjustment: Yes N/A GL/Project Accounting No.: 007202 81102 00000 0000 720 67 81102 $1,257,000 (Preliminary engineering) 007202 81102 00000 0000 210 72 81102 $300,000 (BNSF) Fiscal Procedures Approved: Date: 10/16/2017 Attachments: 1) SART 2 Vicinity Map 2) Agreement No. 17-67-027-00 with Michael Baker International 84 85 ATTACHMENT 1 B-1 AGREEMENT NO. __-__-__- __ 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 COMMISSION ("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. 2.3 This Agreement may be funded, in whole or in part, from “Safe Drinking Water, Water Quality and Supply, Flood Control, River and Coastal Protection Bond Act of 2006" ("Proposition 84") grant funds provided by the State Coastal Conservancy ("the Conservancy"). Consultant shall comply with all Proposition 84 and Conservancy requirements, which are set forth in Exhibit “D” to this Agreement. 3.TERMS. 3.1 General Scope of Services. Consultant promises and agrees to furnish to Commission all labor materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately provide professional consulting services and advice on various issues affecting the decisions of Commission regarding the Project and on other programs and matters affecting Commission, hereinafter referred to as "Services". The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and 86 ATTACHMENT 2 B-2 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. 3.3 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, the Commission shall respond to Consultant's submittals in a timely manner. Upon request of the Commission, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.4 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant under its supervision. Consultant will determine the means, method and details of performing the Services subject to the requirements of this Agreement. Commission retains Consultant on an independent contractor basis and Consultant is not an employee of Commission. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall not be employees of Commission and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance. 3.5 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of Commission. 3.6 Substitution of Key Personnel. Consultant has represented to Commission that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence and experience upon written approval of Commission. In the event that Commission and Consultant cannot agree as to the substitution of key personnel, Commission shall be entitled to terminate this Agreement for cause, pursuant to provisions of Section 3.16 of this Agreement. The key personnel for performance of this Agreement are as follows: __________________________________. 3.7 Commission’s Representative. Commission hereby designates [___INSERT NAME OR TITLE___], or his or her designee, to act as its representative 87 B-3 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. 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 regulations and without giving written notice to Commission, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold Commission, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 88 B-4 3.12 Insurance. 3.12.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the Commission that it has secured all insurance required under this section, in a form and with insurance companies acceptable to the Commission. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. 3.12.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) if Consultant has an employees, Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Practices Liability limits of $1,000,000 per accident. 3.12.3 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. 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. 89 B-5 3.12.4 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 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. 3.12.5 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 insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the Commission, its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the Commission, its directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, its directors, officials, officers, employees and agents shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way. 90 B-6 (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. 91 B-7 (v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims- made policy with a retroactive date subsequent to the effective date of this Agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of 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: 3.12.6 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. 3.12.7 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. 3.12.8 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 92 B-8 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. 3.12.9 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 provided by such subcontractors or subconsultants shall be endorsed to name the Commission as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, the Commission may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 3.13 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.14 Fees and Payment. 3.14.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto. The total compensation shall not exceed [___INSERT WRITTEN DOLLAR AMOUNT___] ($[___INSERT NUMERICAL DOLLAR AMOUNT___]) without written approval of Commission's Executive Director (“Total Compensation”). Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.14.2 Payment of Compensation. Consultant shall submit to Commission a monthly statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. Commission shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.14.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by Commission. 93 B-9 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: 94 B-10 CONSULTANT: COMMISSION: ______________________ Riverside County ______________________ Transportation Commission ______________________ 4080 Lemon Street, 3rd Floor _____________________ Riverside, CA 92501 Attn: ________________ Attn: Executive Director Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.18 Ownership of Materials/Confidentiality. 3.18.1 Documents & Data. This Agreement creates an exclusive and perpetual license for Commission to copy, use, modify, reuse, or sub-license any and all copyrights and designs embodied in plans, specifications, studies, drawings, estimates, materials, data and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subcontractors to agree in writing that Commission is granted an exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to grant the exclusive and perpetual license for all such Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the Commission. Commission shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at Commission’s sole risk. 3.18.2 Intellectual Property. In addition, Commission shall have and retain all right, title and interest (including copyright, patent, trade secret and other proprietary rights) in all plans, specifications, studies, drawings, estimates, materials, data, computer programs or software and source code, enhancements, documents, and any and all works of authorship fixed in any tangible medium or expression, including but not limited to, physical drawings or other data magnetically or otherwise recorded on computer media (“Intellectual Property”) prepared or developed by or on behalf of Consultant under this Agreement as well as any other such Intellectual Property prepared or developed by or on behalf of Consultant under this Agreement. 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 95 B-11 wholly or in part by Commission, whether or not developed in conjunction with Consultant, and whether or not developed by Consultant. Consultant will execute separate written assignments of any and all rights to the above referenced Intellectual Property upon request of Commission. Consultant shall also be responsible to obtain in writing separate written assignments from any subcontractors or agents of Consultant of any and all right to the above referenced Intellectual Property. Should Consultant, either during or following termination of this Agreement, desire to use any of the above-referenced Intellectual Property, it shall first obtain the written approval of the Commission. All materials and documents which were developed or prepared by the Consultant for general use prior to the execution of this Agreement and which are not the copyright of any other party or publicly available and any other computer applications, shall continue to be the property of the Consultant. However, unless otherwise identified and stated prior to execution of this Agreement, Consultant represents and warrants that it has the right to grant the exclusive and perpetual license for all such Intellectual Property as provided herein. Commission further is granted by Consultant a non-exclusive and perpetual license to copy, use, modify or sub-license any and all Intellectual Property otherwise owned by Consultant which is the basis or foundation for any derivative, collective, insurrectional, or supplemental work created under this Agreement. 3.18.3 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of Commission, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use Commission's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of Commission. 3.18.4 Infringement Indemnification. Consultant shall defend, indemnify and hold the Commission, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by Commission of the Documents & Data, including any method, process, product, or concept specified or depicted. 96 B-12 3.19 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.20 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and costs of such actions. 3.21 Indemnification. Consultant shall defend, indemnify and hold the Commission, its directors, officials, officers, agents, consultants, employees and volunteers free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or in equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged negligent acts, omissions or willful misconduct of the Consultant, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation, the payment of all consequential damages, attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant’s own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the Commission, its directors, officials, officers, agents, consultants, employees and volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against the Commission or its directors, officials, officers, agents, consultants, employees and volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse the Commission and its directors, officials, officers, agents, consultants, employees and volunteers, for any and all legal expenses and costs, including reasonable attorney’s fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant’s obligation to indemnity shall not be restricted to insurance proceeds, if any, received by the Commission or its directors, officials, officers, agents, consultants, employees and volunteers. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. This Section 3.21 shall survive any expiration or termination of this Agreement. 3.22 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be supplemented, amended, or modified by a writing signed by both parties. 3.23 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. 3.24 Time of Essence. Time is of the essence for each and every provision of this Agreement. 97 B-13 3.25 Commission's Right to Employ Other Consultants. The Commission reserves the right to employ other consultants in connection with this Project. 3.26 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties, and shall not be assigned by Consultant without the prior written consent of Commission. 3.27 Prohibited Interests and Conflicts. 3.27.1 Solicitation. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, Commission shall have the right to rescind this Agreement without liability. 3.27.2 Conflict of Interest. For the term of this Agreement, no member, officer or employee of Commission, during the term of his or her service with Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.27.3 Conflict of Employment. Employment by the Consultant of personnel currently on the payroll of the Commission shall not be permitted in the performance of this Agreement, even though such employment may occur outside of the employee’s regular working hours or on weekends, holidays or vacation time. Further, the employment by the Consultant of personnel who have been on the Commission payroll within one year prior to the date of execution of this Agreement, where this employment is caused by and or dependent upon the Consultant securing this or related Agreements with the Commission, is prohibited. 3.27.4 Employment Adverse to the Commission. Consultant shall notify the Commission, and shall obtain the Commission’s written consent, prior to accepting work to assist with or participate in a third-party lawsuit or other legal or administrative proceeding against the Commission during the term of this Agreement. 3.28 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment 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. 98 B-14 3.29 Subcontracting. Consultant shall not subcontract any portion of the work or Services required by this Agreement, except as expressly stated herein, without prior written approval of the Commission. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 3.30 Prevailing Wages. By its execution of this Agreement, Consultant certified that it is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq. (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. The Commission shall provide Consultant with a copy of the prevailing rate of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the Commission, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.30.1 DIR Registration. Effective March 1, 2015, if the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations. If applicable, Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. 3.31 Employment of Apprentices. This Agreement shall not prevent the employment of properly indentured apprentices in accordance with the California Labor Code, and no employer or labor union shall refuse to accept otherwise qualified employees as indentured apprentices on the work performed hereunder solely on the ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice shall be paid the standard wage paid to apprentices under the regulations of the craft or trade in which he or she is employed and shall be employed only in the craft or trade to which he or she is registered. If California Labor Code Section 1777.5 applies to the Services, Consultant and any subcontractor hereunder who employs workers in any apprenticeable craft or trade shall apply to the joint apprenticeship council administering applicable standards for a certificate approving Consultant or any sub-consultant for the employment and training of apprentices. Upon issuance of this certificate, Consultant and any sub-consultant shall employ the number of apprentices provided for therein, as well as contribute to the fund 99 B-15 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. 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. 100 B-16 3.38 Proposition 84 Grant Requirements. The Proposition 84 Grant Requirements are attached to this Agreement as Exhibit “D” and incorporated herein by reference. Consultant shall comply with all provisions set forth in the attached Exhibit “D”. In the case of any conflict between the terms of this Agreement and the attached Exhibit “D”, the provisions set forth in Exhibit “D” shall govern, unless otherwise specified in writing by the Commission. 3.39 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.40 Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 3.41 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. 3.42 Conflicting Provisions. Except as expressly set forth in Section 3.38 above, 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. 3.43 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. 3.44 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. 3.45 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] 101 B-17 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 Chair __________________________ 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 102 B-18 1. Exhibit "A"- Scope of Services (Exhibit “A” of RFQ to be attached as Exhibit “A”) 2. Exhibit "B" - Schedule of Services (Agreed upon schedule to be included) 103 B-19 3. Exhibit "C" – Compensation and Payment (Agreed upon compensation terms to be included) For the satisfactory performance and completion of the Services under this Agreement, the Commission will pay the Consultant compensation as set forth herein. 1) ELEMENTS OF COMPENSATION. Compensation for the Services will be comprised of the following elements: 1.1 Direct Labor Costs; 1.2 Fixed Fee; and 1.3 Additional Direct Costs. 1.1 DIRECT LABOR COSTS. Direct Labor costs shall be paid in an amount equal to the product of the Direct Salary Costs and the Multiplier which are defined as follows: i) DIRECT SALARY COSTS Direct Salary Costs are the base salaries and wages actually paid to the Consultant's personnel directly engaged in performance of the Services under the Agreement. (The range of hourly rates paid to the Consultant's personnel appears in Section 2 below.) ii) MULTIPLIER The Multiplier to be applied to the Direct Salary Costs to determine the Direct Labor Costs is _________________, and is the sum of the following components: (1) Direct Salary Costs ____________________ (2) Payroll Additives ____________________ The decimal ratio of Payroll Additives to Direct Salary Costs. Payroll Additives include all employee benefits, allowances for vacation, sick leave, and holidays, and company portion of employee insurance and social and retirement benefits, all federal and state payroll taxes, premiums for insurance which are measured by payroll costs, and other contributions and benefits imposed by applicable laws and regulations. 104 B-20 (3) Overhead Costs ____________________ The decimal ratio of allowable Overhead Costs to the Consultant firm's total direct salary costs. Allowable Overhead Costs include general, administrative and overhead costs of maintaining and operating established offices, and consistent with established firm policies, and as defined in the Federal Acquisitions Regulations, Part 31.2. Total Multiplier ____________________ (sum of 1.1.2.1, 1.1.2.2, and 1.1.2.3) 1.2 FIXED FEE. A Fixed Fee of _______________ shall be paid to Consultant for Consultant’s complete and satisfactory performance of this Agreement and all Services required hereunder. Commission shall pay the Fixed Fee in monthly installments based upon the percentage of the Services completed at the end of each billing period, as determined in the sole discretion of the Commission’s Representative, or his or her designee. Consultant shall not be entitled to and shall forfeit any portion of the Fixed Fee not earned as provided herein. 1.3 ADDITIONAL DIRECT COSTS. Additional Direct Costs directly identifiable to the performance of the services of this Agreement shall be reimbursed at the rates below, or at actual invoiced cost. Rates for identified Additional Direct Costs are as follows: ITEM REIMBURSEMENT RATE [___insert charges___] Per Diem Actual Cost Car mileage 0.405 or current IRS rate Rental Car Actual Cost Travel Actual Cost Photocopies (Black & White) $ /copy Photocopies (Color) $ /copy Photographs/ other reprographic Services Actual Cost Postage/Shipping Actual Cost Courier Service Actual Cost Other Rentals, supplies, purchases Actual Cost 105 B-21 Travel by air and travel in excess of 100 miles from the Consultant's office nearest to the Commission's office must have the Commission's prior written approval to be reimbursed under this Agreement. 2) DIRECT SALARY RATES Direct Salary Rates, which are the range of hourly rates to be used in determining Direct Salary Costs in Section 1.1.1 above, are given below and are subject to the following: a) Direct Salary Rates shall be applicable to both straight time and overtime work, unless payment of a premium for overtime work is required by law, regulation or craft agreement, or is otherwise specified in this Agreement. In such event, the premium portion of Direct Salary Costs will not be subject to the Multiplier defined in Paragraph 1.1.2 above. b) Direct Salary Rates shown herein are in effect for one year following the effective date of the Agreement. Thereafter, they may be adjusted annually to reflect the Consultant's adjustments to individual compensation. The Consultant shall notify the Commission in writing prior to a change in the range of rates included herein, and prior to each subsequent change. POSITION OR CLASSIFICATION RANGE OF HOURLY RATES [___sample___] Principal $ .00 - $ .00/hour Project Manager $ .00 - $ .00/hour Sr. Engineer/Planner $ .00 - $ .00/hour Project Engineer/Planner $ .00 - $ .00/hour Assoc. Engineer/Planner $ .00 - $ .00/hour Technician $ .00 - $ .00/hour Drafter/CADD Operator $ .00 - $ .00/hour Word Processor $ .00 - $ .00/hour c) The above rates are for the Consultant only. All rates for subconsultants to the Consultant will be in accordance with the Consultant's cost proposal. 3) INVOICING. a) Each month the Consultant shall submit an invoice for Services performed during the preceding month. The original invoice shall be submitted to the Commission's Executive Director with two (2) copies to the Commission's Project Coordinator. 106 B-22 b) Charges shall be billed in accordance with the terms and rates included herein, unless otherwise agreed in writing by the Commission's Representative. c) Base Work shall be charged separately, and the charges for each task and Milestone listed in the Scope of Services, shall be listed separately. The charges for each individual assigned by the Consultant under this Agreement shall be listed separately on an attachment to the invoice. d) A charge of $500 or more for any one item of Additional Direct Costs shall be accompanied by substantiating documentation satisfactory to the Commission such as invoices, telephone logs, etc. e) Each copy of each invoice shall be accompanied by a Monthly Progress Report and spreadsheets showing hours expended by task for each month and total project to date. f) Each invoice shall indicate payments to DBE subconsultants or supplies by dollar amount and as a percentage of the total invoice. g) Each invoice shall include a certification signed by the Consultant's Representative or an officer of the firm which reads as follows: I hereby certify that the hours and salary rates charged in this invoice are the actual hours and rates worked and paid to the employees listed. Signed _____________________________ Title _____________________________ Date _____________________________ Invoice No. ________________________ 4) PAYMENT a) The Commission shall pay the Consultant within four to six weeks after receipt by the Commission of an original invoice. Should the Commission contest any portion of an invoice, that portion shall be held for resolution, without interest, but the uncontested balance shall be paid. b) The final payment for Services under this Agreement will be made only after the Consultant has executed a Release and Certificate of Final Payment. 107 B-23 4. Exhibit “D” – Proposition 84 Grant Requirements (Exhibit D of RFQ to be attached as Exhibit “D”) 108 109 1 0/20/201 7 SANTA ANA RIVER TRAIL (SART) No. 2 PROJECT Award Contract to Prepare Environmental Document and Final Design Alex Menor SART No. 2 TRAIL PROJECT Background • March 2015 Riverside County Park District and Commission MOU reimburses Commission for project management of SART 1 project • 10 ft. wide paved Class 1 bike path and a 10 ft. wide decomposed granite equestrian and pedestrian trail • Located in the Prado Dam Basin along the Santa Ana river 1 1 0/20/201 7 SART No. 2 TRAIL PROJECT SART No. 1 TRAIL MAP SART No. 2 TRAIL PROJECT • October 2016, MOU amended to reimburse the Commission for SART No. 2 • Trail through the Green River Golf Course, and connects the SART trail in Riverside and Orange County • Two trail alignments will be evaluated • Proposition 84 grant secured by the Park District hraucgh the State Coastal Conservancy 2 10/20/2017 RCTC SART No. 2 TRAIL PROJECT SART No. 2 TRAIL MAP Pto artt lian+ts tvati. 1 '�� Aherr+atw� T 140 CO C area ERistin9 Sam* Ma R:wr Trail RCTC SART No. 2 TRAIL PROJECT ACTION 1: PAED & Final Design Contract • Procurement of the design firm followed Commission procedures • Selection of firm based on demonstrated competence and professional qualifications • Four firms submitted bids and two were shortlisted • Michael Baker International earned the h 3 10/20/2017 SART No. 2 TRAIL PROJECT ACTION 1: PAED & Design Contract ■ Proposed contract: $1,142,691 ■ Plus 1 Oho contingency of $114,269 for a total amount not to exceed $1,256,960 ■ PAED and design price is about 20% of estimated construction cost of $5.64 million SART No. 2 TRAIL PROJECT ACTION 2: BNSF Agreement • SART No. 2 Trail Project crosses over/under BNSF tracks. • BNSF Agreement needed for funding responsibilities, railroad safety training and design review services • Not to exceed $300,000 4 10/20/2017 SART No. 2 TRAIL PROJECT Right of Way Acquisition & Utilities Future Actions Needed Include: • Selection of a preferred trail alignment • Identification of right of way and utilities impacts • Return to the Commission for appa agreements with impacted u�l right of way acquisition. 5 AGENDA ITEM 10 Agenda Item 10 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: October 23, 2017 TO: Western Riverside County Programs and Projects Committee FROM: Patricia Castillo, Capital Projects Manager THROUGH: Marlin Feenstra, Project Delivery Director SUBJECT: Agreements for On-Call Construction Management Services, Materials Testing, and Construction Surveying Services for the Construction of Commuter Rail Station Capital Improvement Projects STAFF RECOMMENDATION: This item is for the Committee to: 1) Award the following agreements to provide on-call construction management services, materials testing, and construction surveying services (collectively, CM services) for the construction of commuter rail station capital improvement projects for a three-year term, and one, two-year option to extend the agreements, in an amount not to exceed an aggregate value of $7.5 million; a) Agreement No. 17-33-099-00 to HDR Construction Control Corporation; b) Agreement No. 17-33-121-00 to Kleinfelder; and c) Agreement No. 17-33-122-00 to S2 Engineering, Inc.; 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 has a need for the provision of comprehensive on-call professional services related to CM services for the construction support of rail and commuter rail station capital improvement projects. Typically, the Commission procures CM services as the need for services arises. An on-call CM contract provides a more streamlined process since formal solicitation, selection, negotiation of basic rates and contracting are completed as part of the on-call procurement process. 110 Agenda Item 10 The intention of this procurement is to provide the Commission with comprehensive on-call professional CM services for a variety of Commission rail and commuter rail station capital improvement projects such as the Riverside Downtown Layover Facility and the Moreno Valley/March Field station upgrades project. CM services will be funded with various Federal Transit Administration grants. Procurement Process 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. 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. 17-33-099-00 for on-call CM services for the construction of commuter rail station capital improvement projects was released by staff on July 25, 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, 71 firms downloaded the RFQ; 19 of these firms are located in Riverside County. A pre-submittal meeting was held on August 1 and attended by 17 firms. Staff responded to all questions submitted by potential proposers prior to the August 3 clarification deadline. Five firms – HDR Construction Control Corporation (Riverside); Kleinfelder (Riverside); O2 Engineering, Projects & Construction Management (Los Angeles); RailPros (Irvine); and S2 Engineering, Inc. (Rancho Cucamonga) – submitted responsive and responsible statements of qualifications prior to the 2:00 p.m. submittal deadline on August 24. Based on the evaluation criteria set forth in the RFQ, the firms were evaluated and scored by an evaluation committee comprised of Commission and Bechtel staff. As a result of the evaluation committee’s assessment of the written statements of qualifications, the evaluation committee determined three firms – HDR Construction Control Corporation; Kleinfelder; and S2 Engineering, Inc. – to be the most qualified firms to provide on-call CM services for the construction of commuter rail station capital improvement projects. The evaluation committee recommends contract awards to these three firms for a three-year term, and one, two-year option to extend the agreements, in the aggregate amount of $7.5 million, as these firms earned the highest total evaluation scores. The multiple award, on-call, indefinite delivery/indefinite quantity task order type contracts do not guarantee work to any of the awardees; therefore, no funds are guaranteed to any consultant. Pre-qualified consultants will be selected for specific tasks based on qualification 111 Agenda Item 10 information contained in their proposals and/or competitive fee proposals for the specific tasks. Services will be provided through the Commission’s issuance of contract task orders to the consultants on an as-needed basis. The Commission’s model on-call professional services agreement will be entered into with each consultant firm, subject to any changes approved by the Executive Director, pursuant to legal counsel review. Staff oversight of the contracts and task orders will maximize the effectiveness of the consultants and minimize costs to the Commission. Financial Information In Fiscal Year Budget: No N/A Year: FY 2017/18 FY 2018/19+ Amount: $ 300,000 $7,200,000 Source of Funds: FTA Funds Budget Adjustment: Yes* N/A GL/Project Accounting No.: 653822 81302 265 33 81302 $300,000* 654199 81302 265 33 81302 $7,200,000 Fiscal Procedures Approved: Date: 10/16/2017 Attachment: Draft On-Call Professional Services Agreement 112 17336.00600\29981953.1 Agreement No. __-__-__- __ PROFESSIONAL SERVICES AGREEMENT WITH FTA AND PROPOSITION 1B FUNDING ASSISTANCE RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT WITH [___CONSULTANT___] FOR ON-CALL CONSTRUCTION MANAGEMENT SERVICES, MATERIALS TESTING, AND CONSTRUCTION SURVEYING SERVICES FOR THE CONSTRUCTION OF COMMUTER RAIL STATION CAPITAL IMPROVEMENT PROJECTS 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 consulting services provided under this Agreement may be Proposition 1B funds (“Prop 1B”) 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 “E” attached hereto and incorporated herein by reference, is executed. 113 EXHIBIT B- 17336.00600\29981953.1 2 E. Consultant desires to perform and assume responsibility for the provision of certain on-call construction management services, materials testing, and construction surveying services for the construction of commuter rail station capital improvement projects in the County of Riverside, California. Services shall be provided 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 such services to public clients, is licensed in the State of California (if necessary), and is familiar with the plans of the Commission. 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 and in each Task Order (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 construction management services, materials testing, and construction surveying services for the Projects ("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. Commencement of Services. [___USE THIS PARAGRAPH IF NOTICE TO PROCEED OR LIMITED NOTICE TO PROCEED HAS BEEN ISSUED___] Commission has authorized Consultant to commence performance of the Services by a “Notice to Proceed” or "Limited Notice to Proceed" dated _____________. Consultant agrees that Services already performed pursuant to the “Notice to Proceed” or "Limited Notice to Proceed" shall be governed by all the provisions of this Agreement, including all indemnification and insurance provisions. [___USE THIS SENTENCE IF NO NOTICE TO PROCEED OR LIMITED NOTICE TO PROCEED HAS BEEN ISSUED___] The Consultant shall commence work upon receipt of a written "Notice to Proceed" or "Limited Notice to Proceed" from Commission. 3. Pre-Award Audit. As a result of the funding for this Project, and to the extent Caltrans procedures apply in connection therewith, issuance of a “Notice to Proceed” may be contingent upon completion and approval of a pre-award audit. Any questions raised 114 EXHIBIT B- 17336.00600\29981953.1 3 during the pre-award audit shall be resolved before the Commission will consider approval of this Agreement. The funding provided under this Agreement is contingent on meeting all funding requirements and could be withdrawn, thereby entitling the Commission to terminate this Agreement, if the procedures are not completed. The Consultant’s files shall be maintained in a manner to facilitate State process reviews. In addition, Caltrans may require that prior to performance of any work for which funding reimbursement through Caltrans is requested and provided, that Caltrans must give to Commission an “Authorization to Proceed”. 4. Caltrans Audit Procedures. Consultant and subconsultant contracts, including cost proposals and ICR, are subject to audits or reviews such as, but not limited to, a contract audit, an incurred cost audit, an Independent Cost Review (ICR) Audit, or a CPA ICR audit work paper review. If selected for audit or review, this Agreement, Consultant’s cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is Consultant’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. This Agreement, Consultant’s cost proposal, and ICR shall be adjusted by Consultant and approved by the Commission’s contract manager to conform to the audit or review recommendations. Consultant agrees that individual terms of costs identified in the audit report shall be incorporated into this Agreement by this reference if directed by Commission at its sole discretion. Refusal by Consultant to incorporate audit or review recommendations, or to ensure that the federal, state or local governments have access to CPA work papers, will be considered a breach of the Agreement terms and cause for termination of this Agreement and disallowance of prior reimbursed costs. Additional audit provisions applicable to this Agreement are set forth in Sections 23 and 24 of this Agreement. 5. Term. 5.1 This Agreement shall go into effect on the date first set forth above, contingent upon approval by Commission, and Consultant shall commence work after notification to proceed by Commission’s Contract Administrator. This Agreement shall end on (DATE), unless extended by contract amendment. 5.2 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. 5.3 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. 6. Commission's Contract Administrator. The Commission hereby designates the Commission's Executive Director, or his or her designee, to act as its Contract 115 EXHIBIT B- 17336.00600\29981953.1 4 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. 7. 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. 8. 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. 9. 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 maintained 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. Any employee of Consultant or its sub-consultants who is determined by the Commission to be 116 EXHIBIT B- 17336.00600\29981953.1 5 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. 10. 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. 11. Task Orders; Commencement of Services; Schedule 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). Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with any schedule of Services set forth in a Task Order (“Schedule”). 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. 11.1 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. 11.2 Trend Meetings. Consultant shall conduct trend meetings with the Commission’s Contract Administrator and other interested parties, as requested by the Commission, on a bi-weekly basis or as may be mutually scheduled by the Parties at a 117 EXHIBIT B- 17336.00600\29981953.1 6 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. 11.3 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 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. 12. Delay in Performance. 12.1 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. 12.2 Written Notice. If Consultant believes it is entitled to an extension of time due to conditions set forth in subsection 12.1, 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. 12.3 Mutual Agreement. Performance of any Services under this Agreement may be delayed upon mutual agreement of the Parties. 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. 13. 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. 118 EXHIBIT B- 17336.00600\29981953.1 7 14. Appearance at Hearings. If and when required by the Commission, Consultant shall render assistance at public hearings or other meetings 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. 15. 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 Consultant fail to make such 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. 16. Claims Filed by Contractor. 16.1 If claims are filed by the Commission’s contractor for the Project (“Contractor”) relating to work performed by Consultant’s personnel, and additional information or assistance from the Consultant’s personnel is required by the Commission in order to evaluate or defend against such claims; Consultant agrees to make reasonable efforts to make its personnel available for consultation with the Commission’s construction contract administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings. 16.2 Consultant’s personnel that the Commission considers essential to assist in defending against Contractor claims will be made available on reasonable notice from the Commission. Consultation or testimony will be reimbursed at the same rates, including travel costs that are being paid for the Consultant’s personnel services under this Agreement. 16.3 Services of the Consultant’s personnel and other support staff in connection with Contractor claims will be performed pursuant to a written contract amendment, if necessary, extending the termination date of this Agreement in order to finally resolve the claims. 16.4 Nothing contained in this Section shall be construed to in any way limit Consultant’s indemnification obligations contained in Section 29. In the case of any conflict between this Section and Section 29, Section 29 shall govern. This Section is not intended to obligate the Commission to reimburse Consultant for time spent by its personnel related to Contractor claims for which Consultant is required to indemnify and defend the Commission pursuant to Section 29 of this Agreement. 17. 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 119 EXHIBIT B- 17336.00600\29981953.1 8 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. 18. 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 Transportation. 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. 19. Fees and Payment. 19.1 The method of payment for this Agreement will be based on actual cost plus a fixed fee. Commission shall reimburse Consultant for actual costs (including labor costs, employee benefits, travel, equipment rental costs, overhead and other direct costs) incurred by Consultant in performance of the Services. Consultant shall not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead, and other estimated costs set forth in the approved Consultant cost proposal attached hereto as Exhibit “C” and incorporated herein by reference, or any cost proposal included as part of a Task Order (“Cost Proposal”) unless additional reimbursement is provided for by written amendment. In no event, shall Consultant be reimbursed for overhead costs at a rate that exceeds Commission’s approved overhead rate set forth in the Cost Proposal. In the event that Commission determines that a change to the Services from that specified in the Cost Proposal, this Agreement or any Task Order is required, the Agreement time or actual costs reimbursable by Commission shall be adjusted by written amendment to accommodate the changed work. The maximum total cost as specified in Section 19.8 shall not be exceeded, unless authorized by a written amendment. 120 EXHIBIT B- 17336.00600\29981953.1 9 19.2 In addition to the allowable incurred costs, Commission shall pay Consultant a fixed fee to be set forth in each Task Order (“Fixed Fee”). The Fixed Fee is nonadjustable for each Task Order, except in the event of a significant change in the Scope of Services, and such adjustment is made by written amendment. 19.3 Reimbursement for transportation and subsistence costs shall not exceed the rates specified in the approved Cost Proposal. In addition, payments to Consultant for travel and subsistence expenses claimed for reimbursement or applied as local match credit 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. 19.4 When milestone cost estimates are included in the approved Cost Proposal for a Task Order, Consultant shall obtain prior written approval for a revised milestone cost estimate from the Contract Administrator before exceeding such cost estimate. 19.5 Progress payments shall be made monthly in arrears based on Services provided and allowable incurred costs. A pro rata portion of the Fixed Fee shall be included in the monthly progress payments. If Consultant fails to submit the required deliverable items according to the schedule set forth in the Scope of Services, Commission shall have the right to delay payment or terminate this Agreement in accordance with the provisions of Section 21, Termination. 19.6 No payment shall be made prior to approval of any Services, nor for any Services performed prior to approval of this Agreement. 19.7 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 121 EXHIBIT B- 17336.00600\29981953.1 10 19.8 The total amount payable by Commission, including the Fixed Fee, shall not exceed the amount set forth in each Task Order. 19.9 Salary increases shall be reimbursable if the new salary is within the salary range identified in the approved Cost Proposal and is approved by Commission’s Contract Administrator. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of changes in the prevailing wage rates are reimbursable. 19.10 Consultant shall not be reimbursed for any expenses unless authorized in writing by the Commission’s Contract Administrator. 19.11 All subcontracts in excess of $25,000 shall contain the above provisions. 20. Disputes. 20.1 Any dispute, other than audit, concerning a question of fact arising 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. 20.2 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. 20.3 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. 21. Termination. 21.1 Commission reserves the right to terminate this Agreement upon thirty (30) calendar days written notice to Consultant, for any or no reason, with the reasons for termination stated in the notice. Commission may terminate Services under a Task Order, at any time, for any or no reason, with the effective date of termination to be specified in the notice of termination of Task Order. 21.2 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 122 EXHIBIT B- 17336.00600\29981953.1 11 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. 21.3 In addition to the above, payment upon termination shall include a prorated amount of profit, if applicable, but no amount shall be paid for anticipated 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 terminate on the effective date of the Notice of Termination 21.4 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. 21.5 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 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 of 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. 21.6 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. 21.7 Consultant, in executing this Agreement, shall be deemed to have waived any and all claims for damages which may otherwise arise from the Commission's termination of this Agreement, for convenience or cause, as provided in this Section. 21.8 Consultant may not terminate this Agreement except for cause. 22. Cost Principles and Administrative Requirements. 22.1 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. 22.2 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. 22.3 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. 123 EXHIBIT B- 17336.00600\29981953.1 12 22.4 All subcontracts in excess of $25,000 shall contain the above provisions. 23. 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 that are pertinent to this Agreement and, if applicable, indirect cost rates (ICR) for audit, examinations, excerpts, and transactions, and 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. 24. Audit Review Procedures. 24.1 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. 24.2 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. 24.3 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. 25. Subcontracting. 25.1 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 124 EXHIBIT B- 17336.00600\29981953.1 13 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. 25.2 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 approved Cost Proposal. 25.3 Consultant shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to Consultant by Commission. 25.4 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. 25.5 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). 25.6 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. Additional Direct Costs, as defined in Exhibit “C” shall be the same for both the Consultant and all subconsultants, unless otherwise identified in Exhibit “C” or in a Task Order. The subconsultant rate schedules and cost proposals contained herein are for accounting purposes only. 26. Equipment Purchase 26.1 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. 26.2 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. 26.3 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 125 EXHIBIT B- 17336.00600\29981953.1 14 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 independent 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. 26.4 All subcontracts in excess $25,000 shall contain the above provisions. 27. Labor Code Requirements. 27.1 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. (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 contain 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) as 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. 27.2 DIR Registration. Since the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations. 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. 126 EXHIBIT B- 17336.00600\29981953.1 15 27.3 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 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. 27.4 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 ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice shall be paid the standard wage paid to apprentices under the regulations of the craft or trade in which he or she is employed and shall be employed only in the craft or trade to which he or she is registered. If California Labor Code Section 1777.5 applies to the Services, 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 28. Ownership of Materials/Confidentiality. 28.1 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”). 127 EXHIBIT B- 17336.00600\29981953.1 16 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. 28.2 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. The Commission shall have and retain all right, title and interest in Intellectual Property developed or modified under this Agreement whether or not paid for wholly or in part by Commission, whether or not developed in conjunction with Consultant, and whether or not developed by Consultant. Consultant will execute separate written assignments of any and all rights to the above referenced Intellectual Property upon request of Commission. Consultant shall also be responsible to obtain in writing separate written assignments from any subcontractors or agents of Consultant of any and all right to the above referenced Intellectual Property. Should Consultant, either during or following termination of this Agreement, desire to use any of the above-referenced Intellectual Property, it shall first obtain the written approval of the Commission. All materials and documents which were developed or prepared by the Consultant for general use prior to the execution of this Agreement and which are not the copyright of any other party or publicly available and any other computer applications, shall continue to be the property of the Consultant. However, unless otherwise identified and stated prior to execution of this Agreement, Consultant represents and warrants that it has the right to grant the exclusive and perpetual license for all such Intellectual Property as provided herein. Commission further is granted by Consultant a non-exclusive and perpetual license to copy, use, modify or sub-license any and all Intellectual Property 128 EXHIBIT B- 17336.00600\29981953.1 17 otherwise owned by Consultant which is the basis or foundation for any derivative, collective, insurrectional, or supplemental work created under this Agreement. 28.3 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. 28.4 Infringement Indemnification. Consultant shall defend, indemnify and hold the Commission, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by Commission of the Documents & Data, including any method, process, product, or concept specified or depicted. 29. 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 or 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, and 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 of 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 129 EXHIBIT B- 17336.00600\29981953.1 18 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. 30. Insurance. 30.1 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. 30.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (a) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (b) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit. 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. 30.3 Professional Liability. Consultant shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of five (5) years following 130 EXHIBIT B- 17336.00600\29981953.1 19 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. 30.4 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 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. 30.5 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 131 EXHIBIT B- 17336.00600\29981953.1 20 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 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, 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 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 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 132 EXHIBIT B- 17336.00600\29981953.1 21 (if agreed to in a written contract or agreement) before the Commission’s own insurance or self-insurance shall be called upon to protect it as a named insured. The umbrella/excess policy shall be provided on a “following form” basis with coverage at least as broad as provided on the underlying policy(ies). (iv) Consultant shall provide the Commission at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the Commission at least ten (10) days prior to the effective date of cancellation or expiration. (v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of 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. 30.6 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 133 EXHIBIT B- 17336.00600\29981953.1 22 shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expense. 30.7 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. 30.8 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 policies, at any time. 30.9 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 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. 30.10 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 insurance program to be adequate. Consultant shall have the right to purchase insurance in addition to the insurance required in this Section. 31. 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. 134 EXHIBIT B- 17336.00600\29981953.1 23 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. 32. Additional Work. Any work or activities that are in addition to, or otherwise outside of, the Services to be performed pursuant to this Agreement 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 Cardinal 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 4220.1D, paragraph 9(f). (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. 33. Prohibited Interests. 33.1 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, the Commission shall have the right to rescind this Agreement without liability. 33.2 Consultant Conflict of Interest (Construction Management/ Administration). 135 EXHIBIT B- 17336.00600\29981953.1 24 (a) Consultant shall disclose any financial, business, or other relationship with Commission that may have an impact upon the outcome of this Agreement, or any ensuing Commission construction project. Consultant shall also list current clients who may have a financial interest in the outcome of this Agreement, or any ensuing Commission construction project, which will follow. (b) Consultant hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this Agreement. (c) Any subcontract in excess of $25,000 entered into as a result of this Agreement, shall contain all of the provisions of this Article. (d) Consultant hereby certifies that neither Consultant, its employees, nor any firm affiliated with Consultant providing Services on the Project prepared the Plans, Specifications, and Estimate for any construction project included within this Agreement. An affiliated firm is one, which is subject to the control of the same persons through joint- ownership, or otherwise. (e) Consultant further certifies that neither Consultant, nor any firm affiliated with Consultant, will bid on any construction subcontracts included within the construction contract. Additionally, Consultant certifies that no person working under this Agreement is also employed by the construction contractor for any project included within this Agreement. (f) Except for subconsultants whose services are limited to materials testing, no subconsultant who is providing Services on this Agreement shall have provided services on the design of the Project included within this Agreement. 33.3 Commission Conflict of Interest. For the term of this Agreement, no member, officer or employee of the Commission, during the term of his or her service with the Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 33.4 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. 33.5 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 136 EXHIBIT B- 17336.00600\29981953.1 25 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 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. 33.6 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. 33.7 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 connection 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 Section 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 expenditures, 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 3.23.5 be included in all Consultant subcontracts which exceed $100,000, and that all such subcontractors shall certify and disclose accordingly. 137 EXHIBIT B- 17336.00600\29981953.1 26 33.8 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. 34. 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, 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. 35. Right to Employ Other Consultants. Commission reserves the right to employ other consultants in connection with the Project. 36. Governing Law. This Agreement shall be governed by and construed with the laws of the State of California. Venue shall be in Riverside County. 37. Disputes; Attorneys' Fees. 37.1 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. 37.2. 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, 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 attorneys' fees and, all other costs of such actions. 38. Time of Essence. Time is of the essence for each and every provision of this Agreement. 39. 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. 40. 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 138 EXHIBIT B- 17336.00600\29981953.1 27 ______________________ 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. 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. 42. Amendment or Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 43. 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. 44. 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. 45. 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 is provided, in whole or in part, from the FTA, Consultant shall also fully and adequately comply with the provisions included in Exhibit “F” (FTA Requirements) attached hereto and incoroporated herein by reference 46. 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. 47. No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 48. 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- 139 EXHIBIT B- 17336.00600\29981953.1 28 insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 49. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 50. Attorney Client Privilege. The Parties recognize that, during the Project, the Commission and its attorneys will engage in communication that gives rise to an attorney client privilege of confidentiality (“Confidential Communication”). Given the nature of the work done by Consultant for the Commission, it may be necessary for the Consultant to participate in Confidential Communications. To the extent that (i) the Consultant is a party to any Confidential Communication, and (ii) a third party seeks discovery of such communications, then the Consultant shall be deemed to be an agent of the Commission solely for purposes of preserving any attorney client privilege in the relevant Confidential Communication. Any such attorney client privilege shall be held by the Commission and the Consultant is not authorized to waive that privilege or, otherwise, disclose such Confidential Communication except as set forth below. This Section is intended to maintain the privilege in any privileged Confidential Communications that are (1) between and among Commission, Consultant, and Commission’s attorneys; (2) between Consultant (on behalf of the Commission) and Commission’s attorneys; (3) Confidential Communications that occur in Closed Session meetings wherein the Commission, the Commission’s attorneys and Consultant are present; and (4) between Commission and Consultant wherein the substance of the Confidential Communication is conveyed to/from the Consultant. Consultant may disclose a Confidential Communication to the extent such disclosure is required by legal process, by a court of competent jurisdiction or by any other governmental authority, provided that any such disclosure shall be limited to the specific part of the Confidential Communication required to be disclosed and provided that Consultant first comply with the requirements set forth in this paragraph. As soon as practicable after Consultant becomes aware that it is required, or may become required, to disclose the Confidential Communication for such reason, Consultant shall notify the Commission in writing, in order to allow the Commission to pursue legal remedies designed to limit the Confidential Communication required to be disclosed or to assure the confidential treatment of the disclosed information following its disclosure. Consultant shall cooperate with the Commission, on a reimbursable basis, to assist the Commission in limiting the scope of disclosure or assuring the confidential treatment of any disclosed information. 51. 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. 52. Assignment or Transfer. Consultant shall not assign, hypothecate, or 140 EXHIBIT B- 17336.00600\29981953.1 29 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. 53. 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. 54. Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 55. 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] 141 EXHIBIT B- 17336.00600\29981953.1 30 SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT WITH FTA AND PROPOSITION 1B FUNDING/ASSISTANCE 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: Secretary 142 Exhibit B-31 17336.00600\29981953.1 TO BE INSERTED FROM RFP: EXHIBIT "A" - SCOPE OF SERVICES EXHIBIT "F" - FTA PROVISIONS EXHIBIT “G” – LOBBYING ACTIVITIES DISCLOSURE TO BE INSERTED FROM CONSULTANT PROPOSAL: EXHIBIT "C"- COMPENSATION AND PAYMENT 143 Exhibit B-32 17336.00600\29981953.1 EXHIBIT "B" SAMPLE TASK ORDER FORM Task Order No. _______ Contract: [INSERT NAME OF CONTRACT] Consultant: [INSERT NAME OF CONSULTANT] The Consultant is hereby authorized to perform the following work subject to the provisions of the Contract identified above: List funding sources: ______________ List any attachments: (Please provide if any.) Dollar Amount of Task Order: Not to exceed $_____,_____.00 Completion Date: _____________, 201__ The undersigned consultant hereby agrees that it will provide all equipment, furnish all materials, except as may be otherwise noted above, and perform all services for the work above specified in accordance with the Contract identified above and will accept as full payment therefore the amount shown above. Riverside County Transportation Commission Consultant Dated: _________________ Dated: _________________ By: ________________________ By:________________________ 144 Exhibit B-33 17336.00600\29981953.1 EXHIBIT "D" CALTRANS REQUIREMENTS/ PROP 1 B PROVISIONS 1. STATEMENT OF COMPLIANCE. A. Consultant’s signature affixed herein shall constitute a certification under penalty of perjury under the laws of the State of California that Consultant has, unless exempt, complied with, the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103. B. During the performance of this Agreement, Consultant and its subconsultants shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Consultant and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Consultant and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated there under (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Contract by reference and made a part hereof as if set forth in full. Consultant and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. 2. DEBARMENT AND SUSPENSION CERTIFICATION A. Consultant’s signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that Consultant has complied with Title 2 CFR, Part 180, “OMB Guidelines to Agencies on Government wide Debarment and Suspension (nonprocurement)”, which certifies that he/she or any person associated therewith in the capacity of owner, partner, director, officer, or manager, is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years. Any exceptions to this certification must be disclosed to Commission. 145 Exhibit B-34 17336.00600\29981953.1 B. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining Consultant responsibility. Disclosures must indicate to whom exceptions apply, initiating agency, and dates of action. C. Exceptions to the Federal Government Excluded Parties List System maintained by the General Services Administration are to be determined by the Federal highway Administration. 3. PROMPT PAYMENT Consultant agrees to pay each subcontractor under this Agreement for satisfactory performance of its contract no later than 10 days from the receipt of each payment the Consultant receives from the Commission. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the Commission. 4. RELEASE OF RETAINAGE No retainage will be withheld by the Agency from progress payments due the prime consultant. Retainage by the prime consultant or subconsultants is prohibited, and no retainage will be held by the prime consultant from progress due subconsultants. Any violation of this provision shall subject the violating prime consultant or subconsultants to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business and Professions Code. This requirement shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available to the prime consultant or subconsultant in the event of a dispute involving late payment or nonpayment by the prime consultant or deficient subconsultant performance, or noncompliance by a subconsultant. This provision applies to Consultant and its subconsultants. 5. LEGAL REMEDIES In addition to those contract remedies set forth under relevant provisions of California law, either Party to this Agreement may, where applicable, seek legal redress for violations of this Agreement pursuant to the relevant provisions of 49 C.F.R. Parts 23 and 26, to the relevant federal or state statutory provisions governing civil rights violations, and to the relevant federal and state provisions governing false claims or “whistleblower” actions, as well as any and all other applicable federal and state provisions of law. The Consultant shall include a provision to this effect in each of its agreements with its subcontractors. 6. NATIONAL LABOR RELATIONS BOARD CERTIFICATION In accordance with Public Contract Code Section 10296, and by signing this Agreement, Consultant certifies under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against Consultant within 146 Exhibit B-35 17336.00600\29981953.1 the immediately preceding two-year period, because of Consultant’s failure to comply with an order of a federal court that orders Consultant to comply with an order of the National Labor Relations Board. 7. 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 Contract, and shall be in compliance with 10 CFR 600.325 and Appendix A—Patent and Data Rights to Subpart D, Part 600. 8. 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 subgrants 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 with 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).) 147 Exhibit B-36 17336.00600\29981953.1 EXHIBIT "E" 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 ____________________________ 148 AGENDA ITEM 11 Agenda Item 11 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: October 23, 2017 TO: Western Riverside County Programs and Projects Committee FROM: Patricia Castillo, Capital Projects Manager THROUGH: Marlin Feenstra, Project Delivery Director SUBJECT: Construction Agreement with Los Angeles Engineering, Inc. for the La Sierra Parking Lot Expansion STAFF RECOMMENDATION: This item is for the Committee to: 1) Award Agreement No. 18-33-123-00 to Los Angeles Engineering, Inc. (LA Engineering), as the lowest responsible, responsive bidder, for the construction of the La Sierra Parking Lot Expansion project (Project) in the amount of $4,095,100, plus a contingency amount of $614,265 for a total amount not to exceed $4,709,365; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director, or designee, to approve contingency work pursuant to the agreement terms up to the total amount; 4) Authorize the Executive Director to enter into agreements, or amendments to existing agreements, as determined appropriate, with BNSF Railway (BNSF) and city of Riverside Public Utilities for flagging and utility connection fees for an amount not to exceed $200,000; and 5) Forward to the Commission for final action. BACKGROUND INFORMATION: The Riverside-La Sierra (La Sierra) Commuter Rail station was constructed by five separate construction projects, starting in 1995 and finishing in 2003, with the completion of the existing parking lot. The existing parking consists of 1,055 parking spaces, which includes 25 Americans with Disabilities Act spaces, 25 Rideshare spaces, and one bus bay. On a daily basis during the work week, the parking lot reaches 95 percent capacity. As part of the State Route 91 Corridor Improvement Project’s (91 Project) efforts to obtain a Transportation Infrastructure Finance and Innovation Act loan, the Commission made a multimodal commitment for express bus service as a part of the 91 Project. The Riverside Transit Agency (RTA) agreed to provide the new service, and the location identified for originating the route is the La Sierra station, just east of the entry point to the RCTC 91 Express Lanes. 149 Agenda Item 11 In April 2009, the Commission approved an amendment to Agreement No. 02-33-029, with Engineering Resources of Southern California for design services for an expansion of the La Sierra station parking lot into the adjacent 4.6-acre Commission-owned parcel. A preliminary design was then completed. In May 2016, the Commission adopted Resolution No. 16-009 certifying the La Sierra Parking Lot Expansion Project Initial Study/Mitigated Negative Declaration and approved the Project. In January 2017, the Commission approved agreement No. 16-24-088-00, with S2 Engineering for construction management, materials testing, and construction surveying services. The Project will expand the existing parking lot at the La Sierra station for both regional and commuter rail and bus passengers by providing approximately 444 additional parking spaces, six bus bays for RTA service, a new signalized access/driveway onto Indiana Avenue, landscaping, and a small storage building, and restroom facility for the transit operators and station security personnel. Procurement Process On August 31, 2017, the Commission advertised Invitation for Bids (IFB) No. 18-33-123-00 for construction of the Project. A public notice was advertised in the Press Enterprise, and the complete IFB, including all contract documents, was posted on the Commission’s PlanetBids website, which is accessible through the Commission’s website. Electronic mail messages were sent to vendors registered in the Commission’s PlanetBids database that fit the IFB qualifications. Fifty-eight firms downloaded the IFB. Twenty are located in Riverside County. A pre-bid conference was held at the Commission’s office on September 13, and on October 5, four bids were received and publicly opened. A summary of the bids received is shown in Table A. Table A Construction of Riverside Downtown Commuter Rail Station Improvements Bid Summary Firm (In order from low bid to high bid) Bid Amount Engineer’s Estimate $3,724,986 1 Hal Hays $3,005,955 2 LA Engineering $4,095,100 3 Roadway Engineering Contracting $4,249,200 4 CS Legacy $4,351,293 On October 6, the apparent low bidder, Hal Hays withdrew its bid on the basis of calculation errors it made in preparing its bid, as allowed in the instruction to bidders. The basis for award 150 Agenda Item 11 for a public works contract is the lowest responsive and responsible bidder as defined by the Commission’s procurement policy and state law. The bid analysis attached shows the bid amounts of the three lowest bidders and shows the bid unit price, amount, and percent variation from the engineer’s estimate for each bid item. After analyzing the three lowest bids, staff and the construction manager, S2 Engineering, concluded that LA Engineering’s bid in the amount of $4,095,100, is the lowest responsive and responsible bid received for the Project. Although the lowest responsible bid is higher than the engineer’s estimate, the bids were analyzed for any irregularities or omissions. It was determined the higher cost was spread throughout most of the bid items and therefore is not likely due to any issues with the bid documents, but simply reflective of the upward pressure that has been observed on bid prices in general. Typically, a rate of 10 percent is used to determine project contingency. Staff is recommending a contingency amount of 15 percent of the total Project amount, or $614,265. Since a portion of the construction will take place in a fully operational Metrolink station, safety, operational continuity, and customer convenience is of utmost importance. Staff worked to minimize risks of customer interference by clearly defining the scope and ensuring the plan set is complete and thoroughly reviewed for constructability; however, if complications arise and the contingency is not adequate, such contractual budget issues may delay the Project and prevent work from being completed in a timely manner. Furthermore, smaller construction contracts such as this one often require a contingency greater than 10 percent because of changes common to many projects, such as maintaining traffic or overhead charges. Staff recommends to award Agreement No. 18-33-123-00 for the construction of the Project to LA Engineering in the amount of $4,095,100, plus a contingency amount of $614,265 to fund potential change orders and supplemental work, for a total amount not to exceed $4,709,365. Additional contracts required to complete the project include BNSF flagging and city of Riverside utility connection fees. Staff recommends authorization for the Executive Director to execute agreements or amendments for these items in an amount not to exceed $200,000. The funding for this Project is comprised of a Federal Transit Administration (FTA) Section 5309 grant of approximately $942,500, sale proceeds of approximately $2,516,600 related to two excess properties purchased with federal funds in 2003 as part of a larger parcel for the La Sierra station, and $1,450,300 of 2009 Measure A Western County rail funds or FTA section 5307 grant funds. Staff will use the Federal grant funds to the maximum extent possible. On May 8, 2015, the FTA concurred the sale proceeds from the properties purchased with federal funds can be applied towards transit-related capital projects, specifically for the expansion of the La Sierra station bus/park and ride parking lot. 151 Agenda Item 11 Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2017/18 FY 2018/19+ Amount: $2,516,570 $2,392,795 Source of Funds: Property sales proceeds, FTA Grant, and 2009 Measure A Western County Rail funds Budget Adjustment: No N/A GL/Project Accounting No.: 653826 81301 265 33 81301 $4,709,365 653826 65520 265 33 65520 $45,000 653826 81020 265 33 81020 $155,000 Fiscal Procedures Approved: Date: 10/13/2017 Attachments: 1) Draft Agreement No. 18-33-123-00 2) RCTC Bid Analysis 152 Contract-1 17336.00611\30084855.2 RIVERSIDE COUNTY TRANSPORTATION COMMISSION ************** CONTRACT ************** FOR CONSTRUCTION OF LA SIERRA PARKING LOT EXPANSION RCTC Agreement No. 18-33-123-00 August 31, 2017 BETWEEN RIVERSIDE COUNTY TRANSPORTATION COMMISSION AND LOS ANGELES ENGINEERING, INC. ATTACHMENT 1 153              Contract-2 17336.00611\30084855.2 CONSTRUCTION OF THE LA SIERRA PARKING LOT EXPANSION RCTC AGREEMENT NO. 18-33-123-00 1. PARTIES AND DATE. This Contract is made and entered into this ____ day of ____________, 2017 by and between the Riverside County Transportation Commission (hereinafter called the "Commission") and Los Angeles Engineering, Inc. (hereinafter called the "Contractor"). This Contract is for that Work described in the Contract Documents entitled CONSTRUCTION OF THE LA SIERRA PARKING LOT EXPANSION 2. RECITALS. 2.1 The Commission is a County Transportation Commission organized under the provisions of Sections 130000, et seq. of the Public Utilities Code of the State of California, with power to contract for services necessary to achieving its purpose; 2.2 Contractor, in response to a Notice Inviting Bids issued by Commission on August 31, 2017, has submitted a bid proposal FOR CONSTRUCTION OF LA SIERRA PARKING LOT EXPANSION 2.3 Commission has duly opened and considered the Contractor's bid proposal and duly awarded the bid to Contractor in accordance with the Notice Inviting Bids and other Bid Documents. 2.4 Contractor has obtained, and delivers concurrently herewith, Performance and Payment Bonds and evidences of insurance coverage as required by the Contract Documents. 3. TERMS. 3.1 Incorporation of Documents. This Contract includes and hereby incorporates in full by reference this Contract and the following Contract Documents provided with the above referenced Notice Inviting Bids, including all exhibits, drawings, specifications and documents therein, and attachments thereto, all of which, including all addendum thereto, are by this reference incorporated herein and made a part of this Contract: a. NOTICE INVITING BIDS b. INSTRUCTIONS TO BIDDERS c. CONTRACT BID FORMS d. FORM OF CONTRACT e. PAYMENT AND PERFORMANCE BOND FORMS f. ESCROW AGREEMENT FOR SECURITY DEPOSITS g. CONTRACT APPENDIX 154              Contract-3 17336.00611\30084855.2 PART "A" - Regulatory Requirements and Permits PART "B" – General Conditions PART "C" – Special Provisions (under separate cover) PART "D" - Contract Plans (under separate cover) PART "E" - DBE Requirements PART "F" - Federal Minimum Wage Requirements PART "G" - Federal Transit Administration Requirements for Federal Aid Construction Contracts h. ADDENDUM NO.(S) (N/A or Add Addendum Numbers) 3.2 Contractor's Basic Obligation. Contractor promises and agrees, at his own cost and expense, to furnish to the Commission all labor, materials, tools, equipment, services, and incidental and customary work for the construction of the La Sierra Parking Lot Expansion Project. Notwithstanding anything else in the Contract Documents, the Contractor shall complete the Work for a total of Four Million Ninety-Five Thousand One Hundred Dollars ($4,095,100), as specified in the bid proposal and pricing schedules submitted by the Contractor in response to the above referenced Notice Inviting Bids. Such amount shall be subject to adjustment in accordance with the applicable terms of this Contract. All Work shall be subject to, and performed in accordance with the above referenced Contract Documents. 3.3 Period of Performance. Contractor shall perform and complete all Work under this Contract (excluding plant establishment work) within 100 working days of the effective date of the Notice to Proceed, and in accordance with any completion schedule developed pursuant to provisions of the Contract Documents. Contractor agrees that if such Work is not completed within the aforementioned periods, liquidated damages will apply as provided by the applicable provisions of the Special Provisions, found in Part "B" of the Contract Appendix. The amount of liquidated damages shall equal one thousand seven hundred dollars ($1,700.00) for each day or fraction thereof, it takes to complete the Work, or specified portion(s) of the Work, over and above the number of days specified herein or beyond the Project Milestones established by approved Construction Schedules. 3.4 Commission's Basic Obligation. Commission agrees to engage and does hereby engage Contractor as an independent contractor to furnish all materials and to perform all Work according to the terms and conditions herein contained for the sum set forth above. Except as otherwise provided in the Contract Documents, the Commission shall pay to Contractor, as full consideration for the satisfactory performance by the Contractor of services and obligation required by this Contract, the above referenced compensation in accordance with Compensation Provisions set forth in the Contract Documents. 155              Contract-4 17336.00611\30084855.2 3.5 Contractor's Labor Certification. (1) Contractor maintains that he is aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for Worker's 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 Work. A certification form for this purpose is attached to this Contract as Exhibit “A” and incorporated herein by reference, and shall be executed simultaneously with this Contract. 3.6 Successors. The parties do for themselves, their heirs, executors, administrators, successors, and assigns agree to the full performance of all of the provisions contained in this Contract. Contractor may not either voluntarily or by action of law, assign any obligation assumed by Contractor hereunder without the prior written consent of Commission. 3.7 Notices. All notices hereunder and communications regarding interpretation of the terms of the Contract or changes thereto shall be provided by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid and addressed as follows: Contractor: Commission: Los Angeles Engineering, Inc. Riverside County Transportation Commission 633 N. Barranca Ave. P.O. Box 12008 Covina, CA 91723 Riverside, California 92502-2208 Angus O’Brien Attn: Executive Director Any notice so given shall be considered received by the other party three (3) days after deposit in the U.S. Mail, first class postage prepaid, addressed to the party at the above address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. CONTRACTOR RIVERSIDE COUNTY (Contractor Name) TRANSPORTATION COMMISSION By: ______________________ By: _________________________ Name Anne Mayer Riverside County Transportation Commission ______________________ Title Tax I.D. Number: APPROVED AS TO FORM: 156              Contract-5 17336.00611\30084855.2 By: _________________________ Best Best & Krieger LLP Counsel, RCTC 157 17538 BIDDER'S NAME AND ADDRESS BID $ BID RANK 1.Hal Hays Construction, Inc. 4181 Latham St. Riverside, CA 92501 2.Los Angeles Engineering, Inc. 633 N. Barranca Ave. Covina, CA 91723 3.Roadway Engineering & Contracting, Inc. 10247 Bellegrave Ave., Ste. 122 Mira Loma, CA 91752 4.C. S. Legacy Construction, Inc. 1461 S. East End Ave. Pomona, CA 91766 $3,745,210.91 Subcontractors of Los Angeles Engineering Sheet Metal Systems PCI Claddagh Paving Soil Retention Systems FenceCorp Inc. Mackenzie Electric Apex Plastering VT Electric RCTC Agreement No. 18-33-123-00 RIVERSIDE COUNTY TRANSPORTATION COMMISION BID OPENING 2:00 PM, Thursday, October 5 2017 La Sierra Parking Lot Expansion City Work $3,005,955.00 - > low bid9.3% 13.5%> low bid 1 2 $4,095,100.00 $4,249,200.00 Engineer's Estimate (EE): COMMENTS $4,351,293.00 3 16.2%> low bid Withdrew Fence, guardrails, gates (partial) Site electrical (partial) Lath & plaster (partial) Traffic signal (partial) Riverside Highland El Monte Ontario Metal roofing (partial) Striping & signs (partial) Permeable pavers (partial Verdura retaining wall (partial) Riverside Azusa Fallbrook Carlsbad ATTACHMENT 2 UNIT PRICE TOTAL PRICE 1 Mobilization - Demobilization 1 LS $142,000.00 $142,000.00 2 Civil Site Improvements 1 LS $2,043,015.96 $2,043,015.96 3 Storage and Restroom Buildings 1 LS $197,843.00 $197,843.00 4 Traffic Signal & Striping 1 LS $267,000.00 $267,000.00 5 Electrical 1 LS $749,276.00 $749,276.00 6 Landscaping 1 LS $325,850.95 $325,850.95 7 Seepage Pits*1 LS $20,225.00 $20,225.00 TOTAL (ENGINEER'S ESTIMATE)$3,745,210.91 Contingency 10%$374,521.09 Total Contract $4,119,732.00 * : La Sierra Parking Lot Expansion Riverside County Transportation Commission Item added with addendum and inreased the EE from $3,724,985.91 to $3,745,210.91. RCTC Agreement No. 18-33-123-00 ITEM NO.DESCRIPTION QUANTITY ENGINEER'S EST. Bid Amount % Diff from EE Bid Amount % Diff from EE Bid Amount % Diff from EE Average Bid Amount Average % Diff from EE 1 Mobilization - Demobilization 1 LS $204,000.00 43.7%$149,000.00 4.9%$157,955.00 11.2%$170,318.33 19.9%$142,000.00 2 Civil Site Improvements 1 LS $2,106,100.00 3.1%$2,381,000.00 16.5%$2,669,559.00 30.7%$2,385,553.00 16.8%$2,043,015.96 3 Storage and Restroom Buildings 1 LS $300,000.00 51.6%$300,000.00 51.6%$250,195.00 26.5%$283,398.33 43.2%$197,843.00 4 Traffic Signal & Striping 1 LS $380,000.00 42.3%$300,000.00 12.4%$351,285.00 31.6%$343,761.67 28.7%$267,000.00 5 Electrical 1 LS $670,000.00 -10.6%$699,200.00 -6.7%$718,913.00 -4.1%$696,037.67 -7.1%$749,276.00 6 Landscaping 1 LS $390,000.00 19.7%$400,000.00 22.8%$183,796.00 -43.6%$324,598.67 -0.4%$325,850.95 7 Seepage Pits*1 LS $45,000.00 122.5%$20,000.00 -1.1%$19,590.00 -3.1%$28,196.67 39.4%$20,225.00 $4,095,100.00 9.3%$4,249,200.00 13.5%$4,351,293.00 16.2%$4,231,864.33 13.0%$3,745,210.91 $154,100.00 3.8%$256,193.00 6.3%$136,764.33 3.3%-$349,889.09 ENGINEER'S ESTIMATE (EE) Total HIGHER THAN LOWEST BIDDER Riverside County Transportation Commission La Sierra Parking Lot Expansion RCTC Agreement No. 18-33-123-00 ITEM NO.DESCRIPTION Qnty Low Bidder Los Angeles Engineering 2nd Low Bidder Roadway Engineering 3rd Low Bidder C.S. Legacy Construction AVERAGE of ALL BIDDERS $204,000 $2,106,100 $300,000 $380,000 $670,000 $390,000 $45,000 $4,095,100.00 $170,318 $2,385,553 $283,398 $343,762 $696,038 $324,599 $28,197 $4,231,864.33 $157,955 $2,669,559 $250,195 $351,285 $718,913 $183,796 $19,590 $4,351,293.00 $142,000 $2,043,016 $197,843 $267,000 $749,276 $325,851 $20,225 $3,745,210.91 $0 $500,000 $1,000,000 $1,500,000 $2,000,000 $2,500,000 $3,000,000 $3,500,000 $4,000,000 $4,500,000 $5,000,000 1 2 3 4 5 6 7 8 dfdfdffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffBid Items Low, High, Average & Engineer's Estimate Comparison Low Bid Average High Bid Engineer's Est Mobilization Traffic Signal & Striping Electrical Landscaping Seepage Pits Total Amount Storage and Restroom Buildings Civil Site Improv. io/2o/2017 LA SIERRA PARKING LOT EXPANSION PROJECT r O N O N O N 10/20/2017 i+gh, Average Ertfpneer a Elt,m4te Cornpa,Gr L Seti, VON.. *rid fkirstroorn Traffic & Striping 104,1 rItir Arricitint 3 AGENDA ITEM 12 Agenda Item 12 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: October 23, 2017 TO: Western Riverside County Programs and Projects Committee FROM: Brian Cunanan, Commuter and Motorist Assistance Manager THROUGH: Robert Yates, Multimodal Services Director SUBJECT: Agreement with the California Department of Transportation for the Operation of the Freeway Service Patrol Program in Riverside County STAFF RECOMMENDATION: This item is for the Committee to: 1) Approve Agreement No. 18-45-047-00 with the California Department of Transportation (Caltrans) for the operation of the Riverside County Freeway Service Patrol (FSP) program in the amount not to exceed $1,613,144 in state funding for Fiscal Year 2017/18; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Forward to the Commission for final action. BACKGROUND INFORMATION: In 1986, the Commission established itself as the Riverside County Service Authority for Freeway Emergencies (RC SAFE) after the enactment of SB 1199 in 1985. The purpose of the formation of SAFEs in California was to provide call box services and, with excess funds, provide additional motorist aid services. Funding for RC SAFE is derived from a one dollar per vehicle registration fee on vehicles registered in Riverside County. Initially, these funds were used only for the call box program. As additional motorist aid services were developed, SAFE funds were also used to provide FSP and the Inland Empire 511 traveler information services as part of a comprehensive motorist aid system in Riverside County. In 1990, Proposition C was passed to fund transportation improvements and to help reduce traffic congestion in California. From this, the FSP program was created by Caltrans, which developed the corresponding local funding allocation plan to distribute funds to participating jurisdictions through a formula based on population, urban freeway lane miles, and levels of congestion. The Commission, acting in its capacity as the RC SAFE, is the principal agency in Riverside County, in partnership with Caltrans and the California Highway Patrol, managing the FSP program. The purpose of the FSP program is to provide a continuously roving tow services 159 Agenda Item 12 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 four tow truck operators to provide service on a total of nine beats Monday through Friday during the peak commute hours, 5:30 a.m. to 8:30 a.m. and 2:30 p.m. (12:30 p.m. on Fridays) to 6:30 p.m. In FY 2016/17, FSP performed 36,842 assists. DISCUSSION: In September 2017, the Commission received the attached fund transfer agreement from Caltrans for FY 2017/18. Caltrans funding agreements are reimbursement-based and allow for the carryover of contract balances not expended in the agreement’s stated fiscal year. This allows the Commission to fully expend allocated amounts and also accommodates the timing of the Caltrans allocation release, which is typically later during the fiscal year for which it is intended. The Caltrans funding agreement for FY 2017/18 provides for continued state funding in the amount of $1,613,144. The Commission will fund the required local match of $403,286 with RC SAFE revenues. As with prior funding agreements, any state funds not claimed in the current fiscal year will be carried over and claimed in FY 2018/19. A budget adjustment is not required and upon approval of this agenda item, the Commission will execute this fund transfer agreement with Caltrans. Financial Information In Fiscal Year Budget: Yes Year: FY 2017/18 Amount: $1,613,144 Source of Funds: State of California Budget Adjustment: No GL/Project Accounting No.: 201 45 002173 41508 Fiscal Procedures Approved: Date: 10/11/2017 Attachment: Caltrans Fund Transfer Agreement 160 ATTACHMENT 1 161 162 163 164 165 166 167 AGENDA ITEM 13 Agenda Item 13 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: October 23, 2017 TO: Western Riverside County Programs and Projects Committee FROM: Monica Morales, Management Analyst THROUGH: Robert Yates, Multimodal Services Director SUBJECT: 2018 Western Riverside County Measure A Specialized Transit Three-Year Call for Projects This item is for the Committee to: 1) Approve the release of the 2018 Western Riverside County Measure A Specialized Transit Three-Year Call for Projects (2018 Call for Projects) for approximately $8.2 million covering Fiscal Years 2018/19 – 2020/21 for Western Riverside County (Western County); 2) Authorize staff to advertise the availability of funding and to solicit project proposals from non-profit agencies and other interested parties or operators; and 3) Forward to the Commission for final action. BACKGROUND INFORMATION: Staff is seeking approval to release the 2018 Call for Projects for the Measure A Western Riverside Specialized Transit Program covering FYs 2018/19 – 2020/21. The 2009 Measure A Expenditure Plan allocates approximately 11.6 percent of the annual revenues from the 2009 Measure A Western County program to public transit. The public transit allocation is then distributed among five programs, namely: specialized transit services, specialized transit-consolidated transportation service agency operations, commuter rail, intercity bus, and commuter services. The Measure A allotment for the specialized transit services program provides ongoing funding to benefit older adults, persons with disabilities, and low-income individuals in Western County. In Western County, this funding has been distributed through a competitive process to a wide array of non-profit and community organizations that serve these constituencies, as well as to Riverside Transit Agency (RTA) and municipal transit operators for specialized transit services for persons with disabilities and older adults. In the Coachella Valley, the 2009 Measure A Expenditure Plan allocates an even higher percentage of funding for public transit (15 percent) than in Western County. This funding is allocated directly to SunLine Transit Agency (SunLine). Currently, Measure A is utilized by SunLine to improve and expand public transit and specialized transportation services. 168 Agenda Item 13 DISCUSSION: Goals including funding priorities for the Measure A specialized transit services program have been defined as part of the Public Transit-Human Services Transportation Coordination Plan, 2016 update and have been summarized below: • Support of existing services, which, if not funded by Measure A funds, would leave an area and/or special population without alternate service options; • Support of existing services that offer an improved level of service coordination with the existing transportation network; • Support of new services that leverage other revenue sources, can be administered in a cost effective manner, and will not require long term support from Measure A funding; and • Support of new and expansion of existing services including transportation for veterans and shuttles including, but not limited to, nutrition and medical services. Under the 2018 Call for Projects, staff projects approximately $8.2 million to be available for the specialized transit programming in Western County. Staff is seeking approval to distribute an average of $2.7 million annually for the program over the next three consecutive fiscal years starting in FY 2018/19. Applicants will be requested to indicate how the proposed service will coordinate trips and/or services with existing transportation providers including public and non-profit agencies. Projects should not duplicate existing services currently provided by public agencies. As in previous calls, projects require local match of 34 percent for operating and 50 percent for capital projects. With Commission approval, staff will post the application and instructions on the Commission’s website on November 8, 2017. The application submission deadline to the Commission is January 9, 2018. Staff anticipates strong competition for the available funds. To foster an impartial perspective, an evaluation committee consisting of two Citizens Advisory Committee/Social Services Transportation Advisory Committee representatives, two Commission staff members, and one county agency representative will assist in evaluating the proposals. The evaluation and selection of applications will be completed in March 2018, and the recommendations for funding awards to successful applicants will be forwarded to the Commission for approval at its April 2018 meeting. Funding coverage will commence on July 1, 2018, and the grant cycle will be concluded on June 30, 2021. There is no financial impact for the release of the 2018 Call for Projects at this time, as this is not an award of the grants. 169