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HomeMy Public PortalAbout09 September 25, 2017 Western Riverside County Programs and ProjectsComments are welcomed by the Committee. If you wish to provide comments to the Committee, please complete and submit a Speaker Card to the Clerk of the Board. RIVERSIDE COUNTY TRANSPORTATION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE MEETING AGENDA TIME: 1:30 p.m. DATE: Monday, September 25, 2017 LOCATION: BOARD ROOM County of Riverside Administrative Center 4080 Lemon Street, First Floor, Riverside  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-00042 Riverside County Transportation Commission TO: Riverside County Transportation Commission FROM: Jennifer Harmon, Clerk of the Board DATE: September 20, 2017 SUBJECT: Possible Conflicts of Interest Issues — Western Riverside County Programs and Projects Committee Agenda of September 25, 2017 The September 25 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 — Overall Procurement Strategy and Agreement to Complete Preliminary Engineering and Environmental Documentation for the I-15/SR-91 Express Lanes Connector Project Consultant(s): Parsons Jason Lemons, Program Director 100 West Walnut Pasadena, CA 91124 Agenda Item No. 11 — Amendment to Agreement with Best, Best & Krieger LLP for Legal Services for the Perris Valley tine Proiect Consultant(s): Best Best &Krieger Steve DeBaun, Partner 3390 University Avenue, Sth Floor Riverside, CA 92501 Agenda Item No. 12 — Agreement for On -Call Maintenance and Repair Services for the Commuter Rail Stations Consultant(s): Braughton Construction, Inc. John Braugh ton, President 10722 Arrow Route, Suite 810 Rancho Cucamonga, CA 91730 Tara Bve rl From: Tara Byerly Sent: Wednesday, September 20, 2017 11:02 AM To: Tara Byerly; Alexandra Rackerby Cc: Anne Mayer; STANDIFO Subject: RCTC: Western Riverside County Programs and Projects Committee Agenda - 09.25.2017 Importance: High Good morning 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, September 25. http://rctcdev.info/uploads/media items/western-riverside-county-programs-and-projects-committee-september-25- 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.pdf 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.org f in C3 1 RIVERSIDE COUNTY TRANSPORTATION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE www.rctc.org AGENDA* *Actions may be taken on any item listed on the agenda 1:30 p.m. Monday, September 25, 2017 BOARD ROOM County Administrative Center 4080 Lemon Street, First Floor Riverside, California In compliance with the Brown Act and Government Code Section 54957.5, agenda materials distributed 72 hours prior to the meeting, which are public records relating to open session agenda items, will be available for inspection by members of the public prior to the meeting at the Commission office, 4080 Lemon Street, Third Floor, Riverside, CA, and on the Commission’s website, www.rctc.org. In compliance with the Americans with Disabilities Act, Government Code Section 54954.2, and the Federal Transit Administration Title VI, please contact the Clerk of the Board at (951) 787-7141 if special assistance is needed to participate in a Commission meeting, including accessibility and translation services. Assistance is provided free of charge. Notification of at least 48 hours prior to the meeting time will assist staff in assuring reasonable arrangements can be made to provide assistance at the meeting. 1. CALL TO ORDER / ROLL CALL 2. PLEDGE OF ALLEGIANCE 3. PUBLIC COMMENTS – Each individual speaker is limited to speak three (3) continuous minutes or less. The Committee may, either at the direction of the Chair or by majority vote of the Committee, waive this three minute time limitation. Depending on the number of items on the Agenda and the number of speakers, the Chair may, at his/her discretion, reduce the time of each speaker to two (2) continuous minutes. Also, the Committee may terminate public comments if such comments become repetitious. In addition, the maximum time for public comment for any individual item or topic is thirty (30) minutes. Speakers may not yield their time to others without the consent of the Chair. Any written documents to be distributed or presented to the Committee shall be submitted to the Clerk of the Board. This policy applies to Public Comments and comments on Agenda Items. Under the Brown Act, the Board should not take action on or discuss matters raised during public comment portion of the agenda which are not listed on the agenda. Board members may refer such matters to staff for factual information or to be placed on the subsequent agenda for consideration. 4. APPROVAL OF MINUTES – AUGUST 28, 2017 Western Riverside County Programs and Projects Committee September 25, 2017 Page 2 5. ADDITIONS/REVISIONS (The Committee may add an item to the Agenda after making a finding that there is a need to take immediate action on the item and that the item came to the attention of the Committee subsequent to the posting of the agenda. An action adding an item to the agenda requires 2/3 vote of the Committee. If there are less than 2/3 of the Committee members present, adding an item to the agenda requires a unanimous vote. Added items will be placed for discussion at the end of the agenda.) 6. IN-LIEU FEE AGREEMENTS WITH RIVERSIDE-CORONA RESOURCE CONSERVATION DISTRICT FOR COMPENSATORY MITIGATION FOR THE INTERSTATE 15 EXPRESS LANES PROJECT Page 1 Overview This item is for the Committee 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 Page 13 Overview This item is for the Committee 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; Western Riverside County Programs and Projects Committee September 25, 2017 Page 3 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 Page 56 Overview This item is for the Committee 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. 9. AMENDMENT TO AGREEMENT WITH BNSF RAILWAY FOR THE STATE ROUTE 91 CORRIDOR IMPROVEMENT PROJECT AT THE WEST PORPHYRY OVERHEAD Page 68 Overview This item is for the Committee 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. Western Riverside County Programs and Projects Committee September 25, 2017 Page 4 10. AMENDMENT TO AGREEMENT WITH INLAND EMPIRE RESOURCE CONSERVATION DISTRICT FOR COMPENSATORY MITIGATION FOR THE STATE ROUTE 91 CORRIDOR IMPROVEMENT PROJECT Page 76 Overview This item is for the Committee 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 Page 85 Overview This item is for the Committee 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; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Forward to the Commission for final action. 12. AGREEMENT FOR ON-CALL MAINTENANCE AND REPAIR SERVICES FOR THE COMMUTER RAIL STATIONS Page 89 Overview This item is for the Committee 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; Western Riverside County Programs and Projects Committee September 25, 2017 Page 5 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 Overview This item provides the opportunity for the Commissioners and staff to report on attended and upcoming meeting/conferences and issues related to Commission activities. 14. ADJOURNMENT The next Western Riverside County Programs and Projects Committee meeting is scheduled to be held at 1:30 p.m., Monday, October 23, 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 September 25, 2017 NAME AGENCY EMAIL ADDRESS \ft 44kK I\ k_ &te--1\ /14.01(0/10 VX I 1 el ide-67v, ' W,Otr2o ad-yi 7) 1- - ,,,,, ,/.. /:,- 4, O,777— 1,r-'_C—ogee,,,,,,I. i 1/-671,, Lli----- 5;t--- 75#4-..., „..,:---b .p,/1.—.) ' 7 agzitur 1 kt) RTxt-lu ki ti-- thie)c-0 43 "Pg, er/ie--C4°it �GPr.6,7°4 'a- /IP DEtb4A raA,yu&L,A_ _, A -301-y)nlyi a), 1:f4r-e-, ‘-r .";y/1„/_--/ i.s-r- A/‘-/(,- W /ife' e.,L..:'\1%.---et 01444-s di Ral-p-xeci4 ►,F,Gon's. ay 7/(e.:,_ei.o. %,&:.6.,PrLi's RIVERSIDE COUNTY TRANSPORTATION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE ROLL CALL SEPTEMBER 25, 2017 Present Absent County of Riverside, District I 0,e'- 0 County of Riverside, District V #,Er.. O ak- City of Banning .--A' O City of Corona .„-0' O City of Eastvale _0' O City of Jurupa Valley ,.Ar O City of Menifee _.-er o City of Moreno Valley -A'"' 0 City of Norco --A' O City of Perris —A-' O City of San Jacinto •0' O City of Wildomar ---21--"" O '. 3LIFr" AGENDA ITEM 4 MINUTES RIVERSIDE COUNTY TRANSPORTATION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE Monday, August 28, 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 1:33 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 Kevin Jeffries led the Western Riverside County Programs and Projects Committee in a flag salute. Members/Alternates Present Members Absent Marion Ashley Victoria Baca Ben Benoit Neil Winter Brian Berkson Deborah Franklin Berwin Hanna Kevin Jeffries* Andrew Kotyuk Adam Rush* Karen Spiegel Michael Vargas *arrived after the meeting started 3. PUBLIC COMMENTS There were no requests to speak from the public. 4. APPROVAL OF MINUTES – JUNE 26, 2017 M/S/C (Jeffries/Hanna) to approve the minutes as submitted. RCTC WRC Programs and Projects Committee Minutes August 28, 2017 Page 2 5. ADDITIONS/REVISIONS There was a revision to Agenda Item 11, “Amendment to Freeway Service Patrol Agreement”. 6. REQUEST TO DECLARE REAL PROPERTY AS SURPLUS Mark Lancaster, Right of Way Manager, presented the request to declare real property as surplus. M/S/C (Jeffries/Benoit) to: 1) Declare as surplus the real property in the areas of the State Route 91 Corridor Improvement Project (SR-91 CIP), as specifically identified in this report and attached maps; 2) Authorize the Executive Director to notify public agencies pursuant to Government Code 54220 et. seq. the properties are available; 3) If no response is received, authorize the Executive Director to offer the surplus properties for sale to the public; and 4) Forward to the Commission for final action. At this time, Commissioners Kotyuk and Rush arrived. 7. AGREEMENT FOR FINAL DESIGN AND RIGHT OF WAY ACQUISITION FOR CONSTRUCTION OF PHASE 1 OF THE INTERSTATE 15/RAILROAD CANYON ROAD INTERCHANGE PROJECT IN THE CITY OF LAKE ELSINORE Alex Menor, Capital Projects Manager, presented the scope of the agreement for final design and right of way acquisition for construction of Phase 1 of the Interstate 15/Railroad Canyon Road Interchange project in the city of Lake Elsinore. Anne Mayer, Executive Director, expressed gratitude to staff and Caltrans for getting the environmental document approved. M/S/C (Jeffries/Benoit) to: 1) Award Agreement No. 17-31-048-00 to WKE, Inc. (WKE) to perform final engineering services and prepare plans, specifications, and cost estimate (PS&E) for the construction of the Interstate 15/Railroad Canyon Road interchange project (Project) Phase 1 in the amount of $3,229,337, plus a contingency amount of $322,934, for potential changes in scope, for a total amount not to exceed $3,552,271; 2) Authorize the Executive Director, or designee, to approve the use of the contingency amount as may be required for the Project; RCTC WRC Programs and Projects Committee Minutes August 28, 2017 Page 3 3) Authorize the Executive Director, pursuant to legal counsel review, to execute the following utility agreements required for the Project utility relocations in an amount not to exceed an aggregate value of $1.5 million; a) Agreement No. 18-31-029-00 with AT&T; b) Agreement No. 18-31-030-00 with Time Warner; c) Agreement No. 18-31-031-00 with Southern California Gas; d) Agreement No. 18-31-032-00 with Southern California Edison; e) Agreement No. 18-31-033-00 with Verizon; f) Agreement No. 18-31-034-00 with Eastern Municipal Water District; g) Agreement No. 18-31-035-00 with Elsinore Valley Municipal Water District; h) Agreement No. 18-31-036-00 with Golden State Utility; and i) Agreement No. 18-31-037-00 with city of Lake Elsinore (Lake Elsinore); 4) Authorize the Executive Director, pursuant to legal counsel review, to acquire required parcels for the Project in an estimated amount not to exceed $1.5 million in accordance with the Commission’s right of way (ROW) policies and procedures; 5) Approve Agreement No. 18-72-027-00 with Caltrans related to the responsibilities for final design and ROW acquisition of the Project, including use of the federal earmark of $237,500 secured by Lake Elsinore for ROW acquisition; 6) Approve Agreement No. 10-72-016-06, Amendment No. 6 to Agreement No. 10-72-016-00, with Lake Elsinore to identify the Commission as the implementing agency for acquisition of ROW and final design for the Project and authorize an increase of $980,121 in Transportation Uniform Mitigation Fee (TUMF) regional arterial funds for the PS&E Phase from $2 million to a total amount of $2,980,121; 7) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements and future non-funding agreements and/or amendments on behalf of the Commission; and 8) Forward to the Commission for final action. At this time, Commissioner Rush left the meeting. 8. STATE ROUTE 79 REALIGNMENT PROJECT CULTURAL RESOURCE MITIGATION Patti Castillo, Capital Projects Manager, presented the details of the State Route 79 Realignment Project cultural resource mitigation. RCTC WRC Programs and Projects Committee Minutes August 28, 2017 Page 4 In response to Commissioner Kotyuk’s question regarding the 48-month time frame, Patti Castillo introduced John Eddy from Applied Earthworks, a subconsultant to CH2M on the project to explain the 48-month window. John Eddy explained the 48-month window incorporates the work that needs to be done and takes into consideration the consultation process to make sure that those consulted are on board with the project before the memorandum of agreement (MOA) expires. If the MOA expires, it potentially opens up the project to additional review. Per Anne Mayer’s request to discuss which tribes the Commission will consult with and to provide an example of buried site sensitivity model, John Eddy replied in regards to the buried site sensitivity model, part of the mitigation is requiring a discovery and monitoring plan in case buried archeological deposits are discovered during construction. The benefit of a buried site sensitivity model is that specific areas can be pin pointed where monitoring would be required compared to the alternative, which is recommendation for monitoring of all construction within the corridor. Mr. Eddy stated the tribes that have been consulted are the Pechanga Band, Soboba Band, Morongo Band, and the Cahuilla Band as this is a high profile project for the Native American community in Western Riverside County. In response to Commissioner Kotyuk’s clarification under this project if the environmental is set to expire, Anne Mayer replied there is other mitigation needed for the project as well as some mitigation lands needed that are already in process on acquisition. Anne Mayer inquired with Patti Castillo how many acres are needed, Ms. Castillo replied approximately 234 acres. M/S/C (Kotyuk/Hanna) to: 1) Approve Agreement No. 02-31-043-11, Amendment No. 11 to Agreement No. 02-31-043-00, with CH2M to prepare cultural resource mitigation related to the State Route 79 Realignment project (Project) in the amount of $959,204, plus a contingency amount of $96,000, for an additional amount of $1,055,204, for a total amount not to exceed $33,191,560; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director or designee, pursuant to legal counsel review, to approve the use of the contingency as may be required for the project; and 4) Forward to the Commission for final action. RCTC WRC Programs and Projects Committee Minutes August 28, 2017 Page 5 At this time, Commissioner Rush rejoined the meeting. 9. AGREEMENTS FOR ON-CALL RAIL/TRANSIT OPERATIONS CONSULTING SERVICES Sheldon Peterson, Rail Manager, presented the scope of the agreements for On-Call Rail/Transit Operations Consulting Services. M/S/C (Hanna/Berkson) to: 1) Award the following agreements to provide on-call multimodal rail/transit operations services for a three-year term, and one, two-year option to extend the agreements, in an amount not to exceed an aggregate value of $5 million; a) Agreement No. 17-25-096-00 to CH2M Hill, Inc. (CH2M); b) Agreement No. 17-25-118-00 to HDR Engineering, Inc. (HDR); c) Agreement No. 17-25-119-00 to RailPros; and d) Agreement No. 17-25-120-00 to WSP USA Inc. (WSP). 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements, including option years, on behalf of the Commission; 3) Authorize the Executive Director, or designee, to execute task orders awarded to the consultants under the terms of the agreements; and 4) Forward to the Commission for final action. Recuse: Commissioner Spiegel 10. OVERFLOW PARKING AGREEMENT – RIVERSIDE-DOWNTOWN STATION Sheldon Peterson, Rail Manager, presented the scope of the overflow parking agreement – Riverside-Downtown Station. In response to Commissioner Deborah Franklin’s question regarding signage, Sheldon Peterson stated the Commission already started putting signs up in the designated area. M/S/C (Hanna/Vargas) to: 1) Approve Agreement No. 18-24-028-00 with the Virginia College, LLC for the parking license agreement of 47 parking spaces adjacent to the Riverside-Downtown Station for an initial one-year term in an amount not to exceed $6,000, with additional option years for FY 2018/19 and beyond upon mutual written agreement by both agencies in an amount not to exceed an annual 5 percent increase; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement, including option years on behalf of the Commission; and RCTC WRC Programs and Projects Committee Minutes August 28, 2017 Page 6 3) Forward to the Commission for final action. 11. AMENDMENT TO FREEWAY SERVICE PATROL AGREEMENT Michelle McCamish, Management Analyst, presented the scope of the amendment to Freeway Service Patrol agreement. M/S/C (Ashley/Jeffries) to: 1) Approve Agreement No. 14-45-009-07, Amendment No. 5 to Agreement No. 14-45-009-00, with Steve’s Towing (Steve’s) to provide Freeway Service Patrol (FSP) services on Beat Nos. 1 and 2, and State Route 91 Extended Services on Beat Nos. 1 and 2 through June 30, 2018, for an additional amount of $432,000, for a total amount not to exceed $3,284,057; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Forward to the Commission for final action. 12. DEVELOPMENT AND IMPLEMENTATION OF AN ONGOING VANPOOL SUBSIDY PROGRAM Brian Cunanan, Commuter and Motorist Assistance Manager, presented the details of the development and implementation of an ongoing vanpool subsidy program. In response to Commissioner Rush’s questions regarding insurance for the third party lease system and for vanpools, Brian Cunanan stated the insurance is part of the lease agreement. M/S/C (Rush/Hanna) to: 1) Approve the development and implementation of a Western Riverside County ongoing vanpool subsidy program; 2) Approve an allocation for FY 2017/18 through FY 2019/20 in the amount of $3 million in 2009 Measure A Western County Commuter Assistance Program (CAP) funds for the vanpool program initial three- year development and implementation; 3) Approve Agreement No. 15-41-038-03, Amendment No. 3 to Agreement No. 15-41-038-00, with WSP USA, Inc. (WSP), for professional services for vanpool program development and implementation, marketing plan development and program outreach/advertising, and program staff support, for an additional amount of $947,647, and a total amount not to exceed $7,382,976, and to extend the agreement for an additional year through June 30, 2020; RCTC WRC Programs and Projects Committee Minutes August 28, 2017 Page 7 4) Approve Agreement No. 14-41-156-03, Amendment No. 3 to Agreement No. 14-41-156-00, with Media Beef, Inc. (Media Beef) for programming enhancements and a vanpool application, reporting, and database system within the IE Commuter website, for an additional amount of $142,000, and a total amount not to exceed $1,274,300, and to extend the agreement for an additional year through June 30, 2020; 5) Approve Agreement No. 08-62-005-07, Amendment No. 7 to Agreement No. 08-62-005-00, with TransTrack, for the development of a handshake from IE Commuter to TransTrack for reporting purposes for the Commission’s ongoing vanpool subsidy program as well as the SunLine Transit Agency (SunLine) program, for an additional amount of $31,000, and a total amount not to exceed $557,000; 6) Approve Agreement No. 18-41-038-00 with California Vanpool Authority (CalVans) to provide 3rd party leased vehicles to agricultural/post-secondary educational commuters in exchange for Commission subsidies; 7) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on behalf of the Commission; 8) Approve an adjustment to the FY 2017/18 commuter assistance budget in the amount of $786,000, to increase expenditures for the vanpool subsidy program, including SunLine National Transit Database (NTD) reporting; and 9) Forward to the Commission for final action. Recuse: Commissioner Spiegel 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 2:17 p.m. Respectfully submitted, Tara Byerly Deputy Clerk of the Board AGENDA ITEM 6 Agenda Item 6 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 25, 2017 TO: Western Riverside County Programs and Projects Committee FROM: David Thomas, Toll Project Manager THROUGH: Michael Blomquist, Toll Program Director SUBJECT: In-Lieu Fee Agreements with Riverside-Corona Resource Conservation District for Compensatory Mitigation for the Interstate 15 Express Lanes Project STAFF RECOMMENDATION: This item is for the Committee 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. BACKGROUND INFORMATION: Approval to proceed with the I-15 ELP (see Figure 1) was granted when the initial study with mitigated negative declaration /environmental assessment with finding of no significant impact was approved on May 4, 2016, by the California Department of Transportation, the lead agency under both the California Environmental Quality Act and the National Environmental Policy Act. The approved initial study /environmental assessment (IS/EA) includes a number of mitigation measures for project impacts, including compensatory mitigation for permanent impacts to riverine riparian habitat and Santa Ana sucker habitat as described in measures BIO-16, BIO-24, and BIO-25. 1 Agenda Item 6 Figure 1: I-15 Express Lanes Project Vicinity Map These compensatory mitigation measures are also conditions in project permits, including a Nationwide Permit 14 from the U.S. Army Corps of Engineers (USACE), Section 401 Clean Water Certification from the Santa Ana Regional Water Quality Control Board (RWQCB), 1602 Streambed Alteration Agreement for the California Department of Fish and Wildlife (CDFW), as well as the consistency determination under the Western Riverside County Multi-Species Habitat Program (January 2016), and the U.S. Fish and Wildlife Service (USFWS) biological opinion approved April 20, 2016. Currently, final permits and subsequent compensatory mitigation requirements are being negotiated with the resources agencies. It is anticipated that all permits will be secured by November 2017. Compensatory Mitigation Commitment Compensatory mitigation for activities authorized by USACE, RWQCB, CDFW permits, and the Biological Opinion are governed by regulations issued by the regulatory agencies. These regulations establish performance standards and criteria for the use of permittee-responsible compensatory mitigation, mitigation banks, and in-lieu fee programs. The RCRCD manages a USACE approved In-Lieu Fee (ILF) program for impacts within the Santa Ana River Watershed. Under the ILF program, RCRCD is authorized to sell mitigation credits for specific impacts resulting from USACE permitted projects. During the development of the final environmental document, Commission staff evaluated mitigation options and identified RCRCD as the most suitable resource for providing the necessary mitigation. Due to the types of 2 Agenda Item 6 resource mitigation required, including riverine riparian habitat and Santa Ana sucker habitat, and the location of an available mitigation site within the Santa Ana River, Commission staff narrowed its options for compensatory mitigation to the RCRCD Altfillisch project site, which provides the necessary mitigation required by the resource agencies. The Commission is required to mitigate for permanent impacts to riverine riparian habitat and jurisdictional waters of the state of California and the United States for the I-15 ELP. The mitigation requirements are outlined in the approved IS/EA with the mitigation commitment satisfied by the purchase of 10.25 acres of mitigation credits through the RCRCD ILF program. Additionally, project impacts Santa Ana sucker and Arroyo chub habitat can be satisfied through the purchase of 0.21 acre non-ILF restoration acreage at the RCRCD-owned Altfillisch project site located in the Santa Ana River south of Hamner Avenue bridge. Mitigation totals identified are subject to change pending the final permit approvals. Participation in the RCRCD ILF program satisfies the project’s compensatory mitigation requirement. Formal payment to RCRCD relieves the Commission of any further obligations regarding these resources. RCRCD will assume all responsibility to implement, manage, monitor, and report mitigation progress to the regulatory agencies. RCRCD Fee Structure 1) Deposit: RCRCD requires payment of a $10,000 deposit prior to negotiations with the party requesting mitigation services. This deposit covers administrative and staff time, material, and legal review costs associated with preparation of a conservation agreement. 2) Mitigation credit purchase based on impacts and mitigation ratios identified in the IS/EA: RCRCD will restore 0.21 acre of Santa Ana sucker habitat at a cost of $250,000, and rehabilitate 6.33 acres of riparian habitat, 0.51 acre of ephemeral drainage, and 3.81 acres of jurisdictional waters at a cost of $230,500 per acre ($230,500 x 10.65 acres = $2,454,825). The total cost is $250,000 (Santa Ana sucker habitat) + $2,454,825 = $2,704,825 (mitigation credit purchase). In addition to a 10 percent contingency amount of $270,482, for a total not to exceed amount is $2,975,307. The table below shows a concise breakdown of these costs. Habitat Type Amount (acres) Cost Total Cost Santa Ana Sucker .021 $250,000 $ 250,000 Riparian 6.33 $230,500/acre 1,459,065 Ephemeral Drainage 0.51 $230,500/acre 117,555 Jurisdictional Waters 3.81 $230,500/acre 878,205 Total 2,704,825 Contingency (10%) 270,482 TOTAL not to exceed $ 2,975,307 3 Agenda Item 6 Staff recommends mitigating for I-15 ELP permanent impacts to riverine riparian habitat, jurisdictional waters, and Santa Ana sucker habitat by entering into the deposit agreement in the amount of $10,000 and ILF agreement for purchase of credits with RCRCD in the amount of $2,704,825, plus a contingency amount of $270,482, for a total amount not to exceed $2,985,307. Under the deposit agreement, the Commission is responsible for all RCRCD costs incurred by RCRCD related to the preparation of a conservation agreement. Staff anticipates any excess of actual costs above the deposit amount would be minimal; therefore, staff recommends the contingency amount of $270,482 be available for any minimal increase in the costs related to the preparation of the conservation agreement. Financial Information In Fiscal Year Budget: Yes Year: FY 2017/18 Amount: $2,985,307 Source of Funds: 2017 Sales Tax Bond Proceeds Budget Adjustment: No GLA No.: 003027 81020 00000 0000 262 31 81002 Fiscal Procedures Approved: Date: 09/14/2017 Attachments: 1) Draft Deposit Agreement with the RCRCD 2) Sample agreement with the RCRCD for In-Lieu Fee Program 4 24632.00005\1548635.5 DEPOSIT AGREEMENT FOR EXPENSES INCURRED This Deposit Agreement for Expenses Incurred during negotiation ("Deposit Agreement"), processing, preparation, and review of certain activities, described more fully below, is entered into between the Riverside-Corona Resource Conservation District, a California resource conservation district, 4500 Glenwood Drive, Building A, Riverside, CA 92501 (“RCRCD”), and Riverside County Transportation Commission (RCTC), a California Regional Transportation Planning Agency, 4080 Lemon Street, 3rd Floor, Riverside, CA 92501 (“Developer”) as of the date set forth below. RCRCD and Developer are sometimes referred to in this Deposit Agreement individually as a “Party,” or collectively as the “Parties.” 1. RCRCD. RCRCD is a Resource Conservation District formed for the control of runoff, the prevention or control of soil erosion, the development and distribution of water, and the improvement of land capabilities pursuant to Public Resources Code section 9151 et seq. RCRCD may accept grants of money, land, and conservation easements to carry out its purposes, and may establish and charge fees for services provided upon request pursuant to Public Resources Code sections 9401 et seq. RCRCD commonly performs habitat restoration, conservation, creation and/or similar activities (“conservation”) for project proponents seeking permits from regulatory agencies. 2. Developer. RCTC is a Regional Transportation Planning Agency created by the California State legislature in 1970 to provide local agencies in Riverside County more control and input on transportation matters. RCTC plans and implements transportation and transit improvements, assists local governments with money for local streets and roads, finds solutions for commuters and goods movement and develops strategies to ensure everyone has access to transportation. The Interstate 15 (I-15) Express Lanes Project (Project) will construct one to two tolled express lanes between Cajalco Road and State Route 60 in the cities of Corona, Norco, Eastvale, and Jurupa Valley and portions of unincorporated Riverside County. Improvements will include, but are not limited to, addition of toll lanes, reconstruction of interchanges and retaining walls, construction of new sound walls, utility relocations, paving and roadway modifications, and installation of tolling equipment. The project is anticipated to begin construction in 2018. 3. Purpose A proposed development project may adversely impact a species, habitat, riparian areas, or other sensitive environmental resources. As a condition to issuing a permit required for such project, a regulatory agency may require mitigation in the form of land setaside, restoration or other activity. Regulatory agencies may approve the project proponent’s retention of RCRCD to perform habitat conservation, acceptance of ATTACHMENT 1 5 24632.00005\1548635.5 a conservation easement, or other activity as mitigation of project impacts. Any such conservation to be performed by RCRCD would be completed under the terms of a separate conservation agreement with RCRCD. The RCRCD will be required to process, prepare and review various mitigation-related contracts, agreements, and other documents between the Developer and RCRCD (“Transaction”). To facilitate this, the RCRCD will need to conduct meetings, review permits and other background materials, evaluate habitat assessments, review and draft the mitigation-related contracts, agreements or other documents, perform due diligence (e.g. title review, site inspection and other related activities), as well as perform other tasks, which may include preparing other miscellaneous documents related to the Transaction. In negotiating the Transaction between the RCRCD and the Developer, RCRCD will incur expenses including, but not limited to, legal expenses, administrative and staff expenses, materials, labor, etc. (“Expenses”). If the proposed Transaction goes forward, or if it is cancelled, abandoned, modified, disapproved or otherwise does not proceed, then RCRCD will have expended monies, resources and/or materials to pay for the Expenses. By this Deposit Agreement, the RCRCD requests, and Developer agrees to provide, a deposit to RCRCD to cover and defray the above-listed Expenses. 4. Deposit. (a) Based on RCRCD’s prior experience, the Parties agree that TEN THOUSAND DOLLARS ($10,000) is a reasonable amount calculated to cover the anticipated Expenses incurred prior to execution and recording of a conservation easement and/or other agreements with respect to the Transaction (“Deposit”). If RCRCD determines that its incurred costs will exceed the Deposit amount, RCRCD shall notify Developer in writing, and may request additional Deposit monies before proceeding further with the potential Transaction. (b) In the event that the Parties successfully complete the Transaction, RCRCD shall deduct from the Deposit all Expenses related to the Transaction; any remaining portion of the Deposit shall be returned to Developer or applied to the mitigation project costs. (c) In the event that the Parties do not successfully complete the Transaction, the RCRCD shall deduct the Expenses from the Deposit and return any remaining portion to Developer as in Paragraph 4(b), above. Developer may cancel this Deposit Agreement and receive a refund of the remaining Deposit and an accounting of Expenses at any time. To obtain this refund and accounting, Developer must send to RCRCD, by certified mail, a written notice of cancellation, requesting an accounting and a refund of any remaining Deposit monies. RCRCD shall perform such accounting and refund any remaining Deposit monies within thirty (30) days of its receipt of the cancellation notice and request. 5. Anticipated Mitigation 6 24632.00005\1548635.5 The Parties expect any anticipated mitigation to be the normal and ordinary conservation that RCRCD commonly performs; however, it is not yet known what the regulatory agencies will actually require. RCRCD makes no warranties or representations and cannot guarantee that RCRCD will be able to provide the mitigation required by the regulatory agencies; RCRCD only represents that it will make a good faith effort to perform its normal and ordinary conservation within its statutory authority, pursuant to the terms of a separate agreement to be executed by the Parties. 6. Nature of Rights Granted Developer hereby acknowledges and agrees this Deposit Agreement only provides a deposit to cover or defray Expenses RCRCD will incur in the Transaction. This Deposit Agreement is not a conservation easement, a donation agreement or a conservation services agreement, nor does this Deposit Agreement guarantee that the Parties will eventually consummate or successfully complete the Transaction. 7. Mitigation Responsibility The Parties explicitly agree that this Deposit Agreement does not commit RCRCD to actually performing any mitigation, mitigation-related conservation, or related activity. No responsibility or liability therefor shall accrue to the RCRCD. If the RCRCD ever conducts any mitigation on the Property at Developer’s request, the RCRCD will make no warranties or representations and cannot guarantee that the RCRCD will be able to provide any particular mitigation that may be required of the Developer by any regulatory agency, including but not limited to the U.S. Fish and Wildlife Service, the U.S. Army Corps of Engineers, the California Department of Fish and Game, or the State or Regional Water Quality Control Boards. Developer agrees that any requests for RCRCD to perform any mitigation, mitigation-related conservation, or related activity, including associated reporting for such activities, may cost extra and is not covered by this Deposit Agreement. Developer remains responsible for obtaining final approval from the Regulatory Agencies for satisfaction of any of its permit conditions. 8. Miscellaneous (a) Neither Party may assign its rights or obligations under this Deposit Agreement without the express written consent of the other, which consent may be withheld in such Party’s sole and absolute discretion. In the event of an authorized assignment, this Deposit Agreement shall be binding upon and inure to the benefit of those permitted assigns. (b) The rights and obligations set forth herein are intended exclusively for the benefit of the Parties and shall not be construed to convey any rights or remedies to any third party. (c) This Deposit Agreement contains the entire understanding between the Parties with respect to its subject matter, and supersedes all prior agreements, oral or written, and all prior or contemporaneous discussions or negotiations between the Parties. This Deposit Agreement cannot be amended except in writing signed by both Parties. 7 24632.00005\1548635.5 (d) This Deposit Agreement and all documents executed and delivered in connection herewith shall be governed by, and construed in accordance with, the laws of the State of California. Any action to interpret or enforce this Deposit Agreement shall be brought and maintained exclusively in the courts of and for Riverside County, California. (e) If any provision of this Deposit Agreement is invalid or unenforceable with respect to either Party, the remainder of this Deposit Agreement or the application of such provision to persons other than those as to whom it is held invalid or unenforceable, shall not be affected and each provision of this Deposit Agreement shall be valid and enforceable to the fullest extent permitted by law. (f) If any legal action or other proceeding is brought for the enforcement of this Deposit Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, expenses, and other costs incurred in that action or proceeding in addition to any other relief to which such party may be entitled. IN WITNESS WHEREOF, the Parties have executed this Deposit Agreement as of the last date set forth below. RIVERSIDE-CORONA RESOURCE CONSERVATION DISTRICT, a California resource conservation district RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a California Regional Transportation Planning Agency By: ____________________________ By: ____________________________ Name: ____________________________ Name: ____________________________ Title: ____________________________ Title: ____________________________ Date: Date: 8 ATTACHMENT 2 9 10 11 12 AGENDA ITEM 7 Agenda Item 7  RIVERSIDE COUNTY TRANSPORTATION COMMISSION  DATE: September 25, 2017  TO: Western Riverside County Programs and Projects Committee  FROM: Michael Blomquist, Toll Program Director  THROUGH: Anne Mayer, Executive Director  SUBJECT:  Overall Procurement Strategy and Agreement to Complete Preliminary  Engineering and Environmental Documentation for the I‐15/SR‐91 Express  Lanes Connector Project     STAFF RECOMMENDATION:    This item is for the Committee 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.    BACKGROUND INFORMATION:    On April 28, 2017, Governor Brown signed SB 132, which provides $427 million for a program  known as the Riverside County Transportation Efficiency Corridor (RCTEC).  The program  comprises five needed projects in northwest Riverside County, including: new tolled express  lanes connectors from the 91 Express Lanes to the northern portion of I‐15; railroad grade  separations at Jurupa Road and McKinley Street; an expanded freeway interchange at I‐15 and  Limonite Avenue; and the replacement of the Hamner Bridge over the Santa Ana River.  The       $427 million is a direct appropriation in the Fiscal Year 2016/17 State budget which made the  funds available for these projects immediately.     After the signing of SB 132, Commission staff began work planning the delivery of what is now  known as the 15/91 ELC.  The 15/91 ELC was considered and analyzed as part of the previously  approved SR‐91 Capital Improvement Project (now called the 91 Project) and will provide tolled  13 Agenda Item 7  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 3 Schematic).  SB 132 allocated     $180 million for the 15/91 ELC for all project development costs.  To incentivize timely delivery  of the RCTEC program of projects, SB 132 requires all funds be spent by June 30, 2023.  Further,  subject to and contingent on all environmental approvals, the Commission‐led 15/91 ELC intends  to consider the award a construction contract by June 2020, to meet its commitment to the  RCTEC program.       Figure 1     I‐15/SR‐91 Express Lanes Connector Project Vicinity Map    SB 132 also statutorily created a task force to develop recommendations to accelerate project  delivery of the RCTEC projects.  On June 27, 2017, Governor Brown signed budget trailer bill AB  115 through which the Commission received additional project delivery authority to ensure cost‐ effective and timely delivery of the 15/91 ELC.  Specifically, additional project delivery authority  included the following methods to deliver a capital project: design‐build, construction  manager/general contractor, amendment to any existing I‐15 Express Lanes Project (I‐15 ELP) or  91 Express Lanes Project contract, and other delivery methods authorized by law.    Overall Procurement Strategy    In order to meet the Commission commitments and legislative mandates, staff analyzed those  14 Agenda Item 7  methods authorized by AB 115 and other methods to procure the needed 15/91 ELC services  including: legal advisory, financial advisory, traffic and revenue studies, preliminary engineering,  environmental documentation, project and construction management, civil design, construction,  toll planning/design/installation, and toll operations and maintenance.    Staff recommends delivering the 15/91 ELC through a series of contract amendments to existing  contracts with engineering companies, contractors, toll vendors, legal and financial advisors.  The  table below provides a summary of the work elements, contracts, and approximate timing for  Commission approval, with the award of any construction contracts being subject to completion  of required environmental review.      Project Work Element Procurement  Strategy  Existing Contract Approximate  Timing  RCTC staff augmentation  ‐ Deputy Project Manager  Amendment to  Existing Contract  WSP USA, Inc.  (06‐66‐027‐00)  November  2017  Toll Planning Amendment to  Existing Contract  Parsons  (15‐31‐001‐00)  December  2017  Legal Advisory Utilize Existing  Contract  Nossaman LLP  (06‐66‐028‐00)  n/a  Legal Services Amendment to  Existing Contract  Best Best & Krieger  (16‐19‐099‐00)  to be  determined  Financial Advisory Amendment to  Existing Contract  Fieldman, Rolapp &  Associates, Inc.  (04‐19‐029‐00)  to be  determined  Traffic and Revenue Studies Amendments to  Existing 91 Project  and/or I‐15 ELP  Contracts  Stantec Consulting  Services Inc.  (10‐31‐099‐00 and/or  15‐31‐048‐00)  January 2018 *Preliminary Engineering and  Environ. Documentation  *Amendment to  Existing Contract  *Parsons  (15‐31‐001‐00)  *October  2017  Project and Construction  Management  Amendment to  Existing Contract  Parsons  (15‐31‐001‐00)  December  2017  Final Civil Design and  Construction  Amendment to  Existing Contract  Skanska‐Ames, Joint  Venture (SAJV)  (16‐31‐057‐00)  to be  determined  Toll System Design and  Installation  Amendments to  Existing I‐15 ELP  and/or 91 Project  Contracts  Kapsch TrafficCom  Transportation NA,  Inc. (Kapsch)  (16‐31‐043‐00)  and/or Cofiroute USA,  LLC (Cofiroute)  (13‐31‐105‐00)  to be  determined  Toll Operations and Amendments to Kapsch  to be  15 Agenda Item 7  Maintenance Existing I‐15 ELP  and/or 91 Project  Contracts  (16‐31‐043‐00)  and/or Cofiroute   (13‐31‐105‐00)  determined  * = Commission approval of an amendment to this contract is proposed as part of this agenda  report     Significant factors influencing staff’s recommendation to amend existing contracts include:     Time savings due to eliminating numerous competitive procurements allowing the  Commission to meet the statutory deadlines and Commission commitments pertaining to  the funding;   Potential cost economies of scale achieved by combining work scope (e.g. construction)  allowing the Commission to complete the 15/91 ELC within the $180 million funding limit;   Long‐term relationship, work history, and familiarity with Commission’s prior financing  and design‐build work for the 91 Project and I‐15 ELP allowing staff to build upon past  project delivery successes thereby lowering the project delivery risk for the 15/91 ELC;  and   Ability to minimize impacts to the travelling public, 91 Express Lanes customers, and  ongoing I‐15 ELP construction by utilizing the same design‐build contractor to perform  final civil design and construction as the I‐15 ELP.    Final civil design and construction represents the largest contract amendment amount  anticipated.  Staff and its consultants considered several procurement options for final civil  design and construction.  Other options included competitive procurements using progressive  design‐build, low‐bid design‐build, and more traditional design‐bid‐build procurements.  Staff  considered many factors such as procurement cost, design cost, construction cost, risk transfer  to contractor, time to procure or negotiate change, schedule to open lanes, federal  Transportation Infrastructure Finance and Innovation Act loan impact, impact to existing I‐15 ELP  work, and others.     At its April 2017 meeting, the Commission awarded a $243.9 million design‐build contract to SAJV  for the I‐15 ELP final civil design and construction now underway.  Staff concluded amending this  existing SAJV design‐build contract is the option that offers the Commission the best chance of  meeting the 15/91 ELC goals of schedule, budget, and impact reduction.  Further, staff believes  this contract amendment to add the 15/91 ELC can be accomplished without delay of the opening  of the I‐15 ELP and would be a key element of future negotiations.  Award of a contract  amendment authorizing construction is contingent on and will not be made prior to completion  of all required environmental review.     In addition to amending the contract, staff would implement the following actions to ensure that  a fair and reasonable cost, schedule and risk transfer is negotiated with SAJV for the 15/91 ELC  work:    16 Agenda Item 7   Perform an independent construction estimate by a suitable contractor/estimator to  allow for a separate comparison of costs and to support direct negotiations with SAJV;  and   Propose and adhere to a strict negotiation schedule with SAJV allowing for an alternative  procurement strategy (plan B) to be timely implemented should staff feel it warranted  due to the outcome of negotiations with SAJV.  Staff recommends a low‐bid, design‐build  as the alternative procurement strategy meeting the same 15/91 ELC goals should it be  warranted.    Preliminary Engineering and Environmental Documentation Work Phase    The 15/91 ELC was originally part of the SR‐91 Corridor Improvement Project (now called the 91  Project), which opened earlier this year.  That project’s preliminary engineering and  environmental document work phase started in 2007.  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 passage of SB 132, it is now possible to  advance the 15/91 ELC earlier and closer to the original schedule.    Consistent with the overall procurement strategy discussed previously, staff is recommending  that a contract amendment to the Parsons agreement be approved to complete the preliminary  engineering and environmental document work phase for the 15/91 ELC.  Based on prior  environmental work performed as part of the 91 Project and recent discussions with Caltrans  management, staff believes an environmental revalidation of the original 91 Project  environmental impact report/environmental impact statement is the appropriate level of  environmental effort.     Based on this key assumption, staff negotiated the scope and fee as shown in Attachment 1 with  Parsons as an amendment to its existing project and construction management contract for the  I‐15 ELP, which was originally approved in April 2015 following a competitive procurement.  Parsons worked with staff earlier this year to obtain approval of two other significant  environmental revalidations associated with the I‐15 ELP.  Therefore, it has the needed staff, very  recent experience, and project‐specific knowledge making it the best option to perform this  work.  Staff and Parsons estimated an 18‐month period to complete this preliminary engineering  and environmental documentation work phase.     Staff and Caltrans negotiated an agreement for the PA/ED work phase.  This agreement reflects  typical provisions between the Commission and Caltrans for this work phase including the  respective responsibilities by both agencies for project costs, permits, quality control, schedule,  standards, consultant selection, and other provisions.    Recommendations    Staff recommends approval of the overall procurement strategy for the 15/91 ELC, which  essentially consists of a series of contract amendments to existing contracts for the 91 Project  17 Agenda Item 7  and I‐15 ELP.  Staff will return for Commission approval for other individual contract amendments  and budget adjustments through the course of the 15/91 ELC’s development as necessary to  meet project delivery goals.    Additional actions which are currently needed are approval of Agreement No. 15‐31‐001‐02 with  Parsons to complete preliminary engineering and environmental documentation for the 15/91  ELC, in the amount of $1,882,000, plus a contingency of $188,200, for a total amount not to  exceed $2,070,200.  Staff also recommends authorization for the Chair or Executive Director,  pursuant to legal counsel review, to execute the amendment.    Staff also recommends immediate approval of Agreement No. 18‐31‐055‐00 with Caltrans for  PA/ED work.  Staff also recommends authorization for the Chair or Executive Director, pursuant  to legal counsel review, to execute the final agreement.    Financial Information  In Fiscal Year Budget: No  N/A  Year: FY 2017/18  FY 2018/19+ Amount: $   900,000  $1,170,200  Source of Funds: SB 132 Funds Budget Adjustment: Yes  N/A  GL/Project Accounting No.: 003039 81601 605 31 81601  Fiscal Procedures Approved: Date: 09/13/2017    Attachments:  1) Draft Agreement No. 15‐31‐001‐02  2) Draft Cooperative Agreement No. 18‐31‐055‐00  3) 15/91 Express Lanes Connector Project Schematic      18 17336.02101\29119713.2 Agreement No. 15-31-001-02 AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT FOR PROJECT AND CONSTRUCTION MANAGEMENT SERVICES FOR THE I-15 CORRIDOR IMPROVEMENT PROJECT 1. PARTIES AND DATE This Amendment No. 2 to the Agreement for project and construction management services is made and entered into as of this _____ day of ___________, 2017, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (“Commission”) and PARSONS TRANSPORTATION GROUP, INC., an Illinois corporation ("Consultant"). 2. RECITALS 2.1 The Commission and the Consultant entered into an agreement, dated April 8, 2015, for the purpose of providing project and construction management services for the Interstate 15 Corridor Improvement Project (the "Master Agreement") for a maximum not to exceed (“NTE”) amount of $50,625,807. 2.2 Senate Bill 132 was enacted on April 28, 2017 and provides $427 million for the Riverside County Transportation Efficiency Corridor. The program comprises five needed projects in northwest Riverside County, including new tolled express lanes connectors from the 91 Express Lanes to the northern portion of the I-15 (15/91 ELC). SB132 requires that all construction be completed and funds spent by July 2023. 2.3 Further AB 115 was enacted on June 27, 2017 and provides additional project delivery authority to ensure cost-effective and timely delivery of the 15/91 ELC. Additional project delivery includes the following methods design-build, construction manager/general contractor, amendment to any existing I-15 Express Lanes Project or 91 Express Lanes Project contract, and other delivery methods authorized by law. 2.4 The Commission and the Consultant now desire to amend the Master Agreement in order to provide additional engineering and environmental services to complete the Caltrans supplemental Project Report and Environmental Document revalidation for the 15/91 ELC. 3. TERMS 3.1 The Services, as that term is defined in the Master Agreement, shall be amended to include engineering and environmental services required to complete the Caltrans supplemental Project Report and Environmental DRAFTATTACHMENT 1 19 17336.02101\29119713.2 2 Document revalidation for the 15/91 ELC, as set forth in detail in Exhibit “A” attached to this Amendment No. 2 and incorporated herein by reference. 3.2 The maximum compensation to be provided under this Amendment No. 2 for the Services set forth in the attached Exhibit “A” shall not exceed One Million Eight Hundred Eighty-Two Thousand Dollars ($1,882,000), as further detailed in Exhibit “B” attached to this Amendment No. 2 and incorporated herein by reference, unless otherwise approved in writing by the Executive Director. 3.3 Except as amended by this Amendment No. 2, all provisions of the Master Agreement, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the parties under this Amendment No. 2. [Signatures on following page] DRAFT20 17336.02101\29119713.2 3 SIGNATURE PAGE TO AGREEMENT NO. 15-31-001-02 IN WITNESS WHEREOF, the parties hereto have executed this agreement on the date first herein above written. RIVERSIDE COUNTY PARSONS TRANSPORTATION TRANSPORTATION COMMISSION GROUP, INC. By:_____________________________ __________________________ Anne Mayer, Executive Director Signature __________________________ Name __________________________ Title APPROVED AS TO FORM: By: _____________________________ Best Best & Krieger LLP General Counsel DRAFT21 “EXHIBIT “A” SCOPE OF SERVICES [Attached behind this page] DRAFT22 15/91 EXPRESS LANES CONNECTOR Supplemental Project Report and Environmental Revalidation SCOPE OF WORK This scope of work (SOW) includes Engineering & Environmental services to complete a Caltrans supplemental Project Report and Environmental Document revalidation for the 15/91 Express Lanes Connector Project (15/91 ELC). The 15/91 ELC will provide a direct express lanes connection between SB 15 & WB SR-91 and EB SR-91 & NB 15. Express Lane Connectors were included in the ultimate configuration of the preferred alternative in the approved Project Report (Signed 8/10/12) for the SR-91 Corridor Improvement Project (91 CIP). The Initial phase of construction of the 91 CIP is nearing project closeout as of the date of this SOW. The design of the Express Lane Connectors as shown in the approved Project Report was revised during the Design Build process for the 91 CIP and a Geometric Approval Drawing was approved by Caltrans District 8 on 2/27/14 for the revised design. Additionally, this project will include the extension of the express lanes to the east; eastbound lanes to just west of Promenade Avenue and the westbound lanes will begin just east of the 15/91 separation structure. Key assumptions that this scope is based on:  Notice to proceed in October 2017   Completion by April 2019   The work will be based upon a single build alternative that is depicted in the drawing titled “Express Lane Connector 91 Option 4” dated August 2017   Caltrans will accept the design exception approvals completed to date on this project   The WB SR-91 Temescal Wash /BNSF OH structure will be a widening   Toll and Revenue studies will be prepared by others   Toll concept of operations will be developed by others   There will be no update to FHWA modified access report   Additional assumptions defined throughout this document      A. Project Management - TASK 100     A.1 Coordination and Meetings Consultant shall direct & coordinate the work of its staff and subconsultants throughout the course of the Project. Consultant shall serve as the primary contact for the consultant team in communication with RCTC, Caltrans, railroad authorities, and other agencies. Consultant shall coordinate and attend (18) monthly PDT meetings and up to 15 additional focus meetings. Agendas, meeting minutes, & an action item list shall be prepared by the Consultant and distributed to the PDT at each meeting. Consultant shall conduct weekly teleconference with RCTC staff to provide status updates and shall act DRAFT23 as an extension of staff as part of the project management duties and timely delivery of construction documents. Consultant will manage, prepare for, and attend an informational public outreach meeting.   A.2 Project Control & Administration Consultant shall provide a detailed project schedule, indicating milestones, major activities and deliverables. Consultant shall update and submit the schedule on a monthly basis, to coincide with the PDT meetings or as required. Consultant will perform project administration services consisting of: monthly invoicing (with associated back up), monitoring progress against budget, and preparing progress reports. A.3 Quality Assurance and Quality Control (QA/QC) Consultant shall have a quality control plan in effect during the entire course of the project. Consultant shall develop a plan establishing a process to ensure design calculations are independently checked. Reports, exhibits, and plans shall also be checked, corrected and back-checked for accuracy and completeness. Consultant shall review environmental and engineering sub- consultant report submittals to ensure that appropriate background information, study methodology, interpretation of data, format and content are completed in accordance with current standards. A.4 BNSF Coordination Consultant will coordinate proposed design with BNSF to obtain conceptual approval and update the railroad information sheet. Deliverables: Project Management Plan, Project Meetings, Project Schedule, BNSF Conceptual Approval. A.5 Project Management Plan Consultant will develop a Project Management plan which includes a list of deliverables, milestones submittal schedule, summary of organization responsibilities and contacts, specific scope of work, task budgets, reporting and invoicing procedures, QA/QC plan, and project filing system. Deliverables: Project Management Plan, Project Meetings, Project Schedule, BNSF Conceptual Approval. B. Supplemental Traffic Operations Analysis Report - TASK 200 DRAFT24 Consultant will utilize information in the following reports prepared for 91 CIP and I-15 ELP.  91 CIP Traffic Study Report, January 2010  I-15 ELP Traffic Operations Analysis Report, May 2014  I-15 ELP Managed Lanes Engineering Study Report, October 2014  The 91 CIP report analyzed the following years: Existing 2007, Opening 2015, & Horizon 2035. The I-15 ELP Reports analyzed: Existing 2013, Opening 2020, & Horizon 2040. The 15/91 ELC was included in the Horizon year analysis in all reports. The opening year for I-15 ELC is assumed to be 2022. Consultant will utilize the I-15 ELP and 91 CIP studies to obtain 2022 volumes for the study area. The study area is assumed to be from the I-15/6th Street Interchange to the SR-91/SR- 241 freeway-to-freeway interchange. The limits are one interchange beyond the ingress/egress points impacted by the addition of the I-15 ELC. B.1 Existing Traffic Counts Consultant will conduct existing morning (AM) and evening (PM) peak hour counts for up to 34 locations as determined by the Project team. B.2 Traffic Forecasting Methodology Memo Consultant will prepare a Traffic Forecasting Methodology Memo documenting the key input assumptions and methodology to be used to produce existing and future traffic volumes and discuss with RCTC and Caltrans staff for concurrence. The memo will identify the basic geometry of the Build Alternative and the changes to the existing condition that will constitute the No-Build Alternative. After concurrent review by the RCTC & Caltrans staff, a Final Technical Memo will be prepared. The memo will be submitted to the RCTC and Caltrans for approval prior to undertaking the forecasting work. Deliverables: Draft & Final Traffic Forecasting Methodology Memo B.3 Traffic Operations Analysis Methodology Memo Consultant shall develop a Traffic Operations Analysis Method Memo summarizing the procedures and assumptions to be used in the traffic operations analysis. The memo will be submitted to RCTC and Caltrans for concurrence prior to undertaking traffic operations analysis work. After concurrent review by the RCTC & Caltrans staff, a Final Traffic Operations Analysis Method Memo will be prepared. The memo will be submitted to the RCTC and Caltrans for approval prior to undertaking the traffic operations analysis. DRAFT25 Deliverables: Draft & Final Traffic Operations Analysis Methodology Memo B.4 Supplemental Traffic Operations Analysis Report Consultant will prepare a supplemental TOA Report containing traffic operations analysis for the opening year (2022) for the no-build and build alternative. The supplemental TOA will include procedures and assumptions used in the traffic operations analysis. Available data, reports, and relevant studies will be reviewed in preparation of the supplemental TIA Report. Existing and future deficiencies in the arterial system will be identified. In addition, Project related impacts and mitigation measures shall be identified. The study will meet the requirements for the level of NEPA and CEQA documentation required for the project. The results of the 15/91 ELC Revenue Study will be incorporated into the Report. The supplemental TOA Report will be submitted to RCTC and Caltrans for review and approval. The following analysis of the Build & No Build scenarios for the opening year 2022 AM & PM peak hours:  Mainline Segment Analysis  Weaving Segment Analysis  Ramp Merge/Diverge Analysis  Tolled Express Lane (TEL) Segment Analysis  Arterial Analysis Deliverables: Draft & Final Supplemental Traffic Operations Analysis Report B.5 Traffic Safety Analysis Report Consultant will prepare a Traffic Safety Analysis Report in accordance with Caltrans Traffic Operations Policy Directive (TOPD) 11-02 for this project. This analysis will meet the Caltrans requirement and objective to identify, evaluate and thereby mitigate any adverse impacts of the proposed changes to the express lanes. The purpose of the traffic safety analysis is to ensure that safety needs and impacts are adequately considered during the scoping stage of express lanes projects. The following are the elements of this report:  Introduction – Project introduction, primarily taken from the Project Report  Purpose – brief outline of the purpose for this report  Traffic Safety Analysis o Study Area Description DRAFT26 o Approach – outline of the study approach o Existing Condition Characteristics o Future facility Characteristics o Traffic Volume reporting o Traffic Operational and access opening analysis o Weaving analysis o Ingress/Egress Microsimulation – perform microsimulations to determine hotspot locations for ingress/egress to the express lanes for the current condition and post project condition opening day and design horizon year. The microsimulation effort will be based upon the simulations prepared by Stantec. o Overhead safety lighting analysis o Traffic Headlight glare evaluation o Accident Analysis o Recommendations and Conclusion Deliverables: Draft & Final Supplemental Traffic Safety Analysis Report C. Supplemental Project Report - Task 300 C.1 Preliminary Engineering Consultant will provide preliminary engineering services to clearly define the project limits, scope of traffic studies, and scope of environmental revalidation and gain consensus from all project stakeholders. This scope includes: preparing exhibits, focused design analysis, focused traffic analysis, stakeholder meetings, and cost estimates. a. Updated Geometric Approval Drawing (i) Updated Design Exception Fact sheets b. Managed Lane ingress/egress design refinements c. Preliminary toll system design coordination C.2 Supplemental Project Report Consultant will only update the following Project Report sections that have changed or require discussion due to the 15/91 ELC: C.2.1 Introduction C.2.2 Recommendation C.2.3 Background A. Project History DRAFT27 C.2.4 Purpose & Need A. Problems Deficiencies, Justification B. Traffic C. Accident data and analysis C.2.5 Alternatives A. Viable Alternatives B. Rejected Alternative C.2.6 Considerations Requiring Discussion A. Hazardous Waste B. Right of Way Issues C. Environmental Issues D. Air Quality Conformity E. Title VI Considerations C.2.7 Other Considerations as Appropriate A. Permits B. Cooperative Agreements C. Other Agreements D. TMP E. Stage Construction F. Toll Operations C.2.8 Programming C.2.9 Reviews C.2.10 Project Personnel C.3 Supplemental Project Report Attachments Consultant will only update the following Project Report attachments that have changed or require discussion due to the 15/91 ELC: C.3.1 Project Location Map C.3.2 Storm Water Data Report (SWDR) C.3.3 Non-Standard Design Features for the Preferred Alternative C.3.4 Utility Relocation for the Preferred Alternative C.3.5 Right of Way Data Sheets for the Preferred Alternative C.3.6 Cost Estimates for the Preferred Alternative C.3.7 Details of Initial Phase and Ultimate Project for the Preferred Alternative DRAFT28 C.3.8 Initial Site Assessment C.3.9 Title VI Policy Statement C.3.10 TMP Data Sheets C.3.11 Ramp & Connector Closures C.3.12 SR-91 CIP Express Lanes: Toll System Description Report C.3.13 Project Development Category Letter C.3.14 EIR & EIS C.3.15 Modified Access Report-Acceptability C.3.16 Railroad Conceptual Approval C.3.17 Existing Year 2007 Traffic Volumes C.3.18 Year 2015 Traffic Volumes C.3.19 Horizon Year 2035 Traffic Volumes C.3.20 Structure Advanced Planning Studies for the Preferred Alternative Structures included:  15/91 Express Lanes Connector  WB 91 Temescal Wash/BNSF OH Widen  EB 91 Express Lanes ramp to connector  15/91 Separation Tie-back walls C.3.21 Geometric Plans for the Preferred Alternative Deliverables: Draft & Final Supplemental Project Report D. Structure Preliminary Geotechnical Report – TASK 600 Consultant will prepare a Preliminary Geotechnical Design Report in support of the Advanced Planning Studies. Deliverables: Draft & Final Preliminary Geotechnical Design Report/SFR E. Environmental Services – TASK 800  DRAFT29 Consultant shall provide environmental services to satisfy environmental documentation requirements under CEQA and NEPA for the 15/91 ELC project. The environmental document is defined as a CEQA/NEPA revalidation. The type of environmental document will be determined by the Commission before the start of environmental activities. In support of the environmental document for the project, the Consultant shall prepare technical memor anda and/or standalone technical studies to update previous environmental findings and/or analyze potential impacts of the express lane connectors to various environmental resources. Based on our review of the preliminary layout of the 15/91 ELC Project, there are no effects or impacts to the following environmental resources: land use, farmlands, Section 4(f)/6(f), cultural/historical and energy. A technical study or technical memoranda will not be prepared for these resources. E.1 Environmental Updates and Technical Memoranda It is anticipated that some minor change in environmental effects or environmental setting are anticipated since the approval of the SR-91 CIP Final EIR/EIS, (2012) for the following environmental resources and would be documented either in the environmental document or technical memoranda: growth, right of way, aerially deposit lead updated tolerance evaluation, utilities/emergency services, visual/aesthetics, hydrology, geology, paleontology, hazardous waste/materials, and cumulative impacts. It is assumed that most of the previously prepared analyses and reports for these environmental resources could be used to document potential impacts associated with the 15/91 ELC project (no additional surveys or research of empirical data would not be conducted). Impact findings are anticipated to be similar to the previous findings in the Final EIR/EIS and would require minimal effort. A short discussion in the environmental document or a technical memo will be prepared addressing minimal changes to the project and justification on the validity of the previous environmental analyses and findings stated in the Final EIR/EIS. Consultant shall provide a discussion in the environmental document or prepare technical memoranda for the following environmental resources:    Growth  Community Impacts  Utilities/Emergency Service  Visual/Aesthetics  Hydrology/Floodplain  Water Quality and Stormwater Runoff  Geology  Hazardous Waste/ Materials DRAFT30  Noise and Vibration  Cumulative Impacts  Deliverables: Discussion in the Revalidation document for the above mentioned environmental resources. Due to changes in environmental setting and/or potential impacts associated with the additional project feature to Phase 1 of the SR-91 CIP, there are potential changes to environmental effects resulting from the 15/91 ELC Project. Environmental resources that require additional analyses and/or supplemental documentation include the following resources: biology and air quality. The following standalone environmental technical studies will be prepared for the project:     E.2 Supplemental Natural Environment Study   Consultant shall prepare a Supplemental Natural Environmental Study (SNES) to include an updated IPAC and CNDBB species list. The SNES will include an update to vegetation impacts, habitat impacts and jurisdictional resources resulting from the 15/91 ELC project. Up to three reviews are anticipated. Deliverables: Supplemental Natural Environmental Study E.3 Air Quality Consultant shall prepare a Supplemental Air Quality Study to update emissions analysis resulting from the 15/91 ELC project. This report will provide an emissions estimate to the additional project feature at opening year conditions. It is assumed that horizon year 2035 conditions analysis will not be required. Up to three reviews are anticipated. Deliverables: Supplemental Air Quality Technical Study E.4 Environmental Documentation Depending on the results of the technical studies, it is anticipated that the environmental documentation would be Revalidation, if the results of the technical studies indicate that there are no significant or substantial impacts beyond those identified in the SR-91 CIP Final EIR/EIS, dated August 2012. If additional substantial impacts are identified, a Supplemental EIS would be required, which would require an amendment to this scope. The following environmental documentation activities will be completed for this scope:   E.5 Revalidation DRAFT31 Consultant shall prepare a CEQA/NEPA Revalidation/Re-evaluation Form summarizing the results of the supplemental technical studies. For environmental resources resulting in no change since the previous environmental approval and/or minor change in environmental setting and/or effects, a short discussion justifying the validity of the Final EIR/EIS will be prepared in the Revalidation Form. Up to three reviews are anticipated for the approval of the Revalidation Form. Deliverables: CEQA/NEPA Revalidation E.6 Record of Decision (ROD) Consultant shall prepare a Record of Decision (ROD) discussing potential effects of the ELC project. Since the revalidation will not be circulated for public review, response to comments will not be included in the ROD. The following activities will be conducted by the Consultant for this effort:  Prepare ROD summarizing the results of the supplemental environmental studies  Draft Statute of Limitations on Claims and submit to Caltrans for review and approval.   Deliverables: Record of Decision; Statute of Limitation on Claims DRAFT32 “EXHIBIT “B” COMPENSATION DRAFT33 Parsons Date Rev Sht of 9/6/2017 3 1 4 Item Cat Code Rate Hours 1 PM Project Manager $85.00 571 2 RDL Roadway Design Lead $70.00 1,063 3 SPE Senior Project Engineer $65.00 1,248 4 EII Engineer II $50.00 1,340 5 EI Engineer I $45.00 550 6 AE Associate Engineer $40.00 300 7 RCAD $30.00 100 8 STM $85.00 420 9 STL $75.00 600 10 STD $50.00 240 11 STC $45.00 600 12 TRM $75.00 500 13 TRL $55.00 880 14 TRE $45.00 840 15 TMD $40.00 500 Subtotals 9,752 OH 125.72% Fee 10.00% Errata Comments $1,500,000 $69,175 Hours / Document #DIV/0! subtotal (Vendor Cost) TOTAL COST ODC Rate $0.52 Doc Count 0 Other Direct Cost (ODC) Composite Rate $58.88 subtotal (Labor Cost) $0 $5,095 Communications and Shipping CAD Equipment/Computers/Software Project Office / Supplies $2,700 $0 $0 $775Reproduction Other ( see Form C ) subtotal (ODC Cost) $1,425,730 $1,620Travel and Living Structures CADD $27,000 $721,903 $129,612 Traffic Engineer $37,800 Traffic Modeler $20,000 Traffic Manager $37,500 Traffic Lead $48,400 $574,215 $24,750 $67,000 Structures Lead $45,000 Structures Designer $12,000 $12,000 Roadway CADD $3,000 Structures Manager $35,700 Engineering Estimate Summary Form Parsons Company J. Lemons Estimated By Discipline $74,410 $81,120 Hours and Labor Charges $48,535 Personnel Category Civil15/91 Express Lanes Connector Engineering Support Task Description Salary Labor File: ExB1 ...Form ADRAFT34 Parsons Date Rev Sht of 9/12/2017 2 1 4 Item Cat Code Rate Hours 1 PM Project Manager $75.00 93 2 EL Environmental Lead $65.00 360 3 PRP Project Planner $70.00 170 4 PP Principal Planner $50.00 260 5 SP Senior Planner $45.00 344 6 EP Environmental Planner $40.00 853 7 AP $32.00 845 8 EI $20.00 70 9 PS $55.00 94 10 PTS $75.00 25 11 STS $45.00 25 12 TS $30.00 70 13 ST $35.00 35 14 TE $50.00 100 15 PE $72.00 0 Subtotals 3,344 OH 125.72% Fee 10.00% Errata Comments Discipline $23,400 $11,900 Hours and Labor Charges $6,975 Personnel Category EnvironmentalEnvironmental Documentation Task Description Salary Labor Consulting Estimate Summary Form Parsons Company James Santos Estimated By $15,480 $13,000 Principal Scientist $5,170 Principal Technical Specialist $1,875 $34,120 Associate Planner $27,040 Environmental Intern $1,400 Senior Technical Specialist $1,125 $188,341 $33,815 Technical Editor $5,000 Project Engineer $0 Technical Specialist $2,100 Senior Technician $1,225 $149,810 subtotal (Labor Cost) $1,749 $10,034 Communications and Shipping CAD Equipment/Computers/Software Project Office / Supplies $4,950 $0 $0 $2,800Reproduction Other ( see Form C ) subtotal (ODC Cost) $371,966 $535Travel and Living ODC Rate $3.00 Doc Count 4 Other Direct Cost (ODC) Composite Rate $44.80 $382,000 $0 Hours / Document 836 subtotal (Vendor Cost) TOTAL COST File: 15-91_ELC-Price_Environmental_170912-r2 ...Form ADRAFT35 Agreement 08-1661 Project No. 0817000239 EA 0F543 08-RIV-91-6.1/7.6 Project Development Agreement 2017-02-17 (Created July 17, 2017)1 of 19 COOPERATIVE AGREEMENT This AGREEMENT, effective on _______________________________, is between the State of California, acting through its Department of Transportation, referred to as CALTRANS, and: Riverside County Transportation Commission, a public corporation/entity, referred to hereinafter as RCTC. RECITALS 1.PARTIES are authorized to enter into a cooperative agreement for improvements to the State Highway System per the California Streets and Highways Code sections 114 and 130. 2.For the purpose of this AGREEMENT, 91 toll connector to Interstate 15 will be referred to hereinafter as PROJECT. The PROJECT scope of work is defined in the project initiation and approval documents (e.g. Project Study Report, Permit Engineering Evaluation Report, or Project Report). 3.All obligations and responsibilities assigned in this AGREEMENT to complete the following PROJECT COMPONENT will be referred to hereinafter as WORK: PROJECT APPROVAL AND ENVIRONMENTAL DOCUMENT (PA&ED) Each PROJECT COMPONENT is defined in the CALTRANS Workplan Standards Guide as a distinct group of activities/products in the project planning and development process. ATTACHMENT 2 36 Agreement 08-1661 Project No. 0817000239 Project Development Agreement 2017-02-17 (Created July 17, 2017) 2 of 19 4. CALTRANS and RCTC entered into Master Agreement 08-1659 to document CALTRANS contribution of State Highway Account (SHA) funds up to $427,172,000 to RCTC pursuant to the Senate Bill 132 and SB 107, towards three (3) “On-System Projects” and two (2) “Off- System Projects”. The PROJECT is one of the On-System Projects. 5. The PARTIES will define the terms and conditions under which PROJECT is to be constructed. 6. The term AGREEMENT is made an express part of, and subject to, Master Agreement 08- 1659. This AGREEMENT is separate from and does not modify or replace any other cooperative agreement or memorandum of understanding between the PARTIES regarding the PROJECT. If any provisions in this AGREEMENT are found by a court of competent jurisdiction to be, or are in fact, illegal, inoperative, or unenforceable, those provisions do not render any or all other AGREEMENT provisions invalid, inoperative, or unenforceable, and those provisions will be automatically severed from this AGREEMENT. Except as otherwise provided in the AGREEMENT, PARTIES will execute a written amendment if there are any changes to the terms of this AGREEMENT. PARTIES agree that this AGREEMENT will terminate on July 1, 2023. However, all indemnification, document retention, audit, claims, environmental commitment, final accounting and close out, legal challenge, maintenance and ownership articles will remain in effect until terminated or modified in writing by mutual agreement or expire by the statute of limitations. 7. No PROJECT deliverables have been completed prior to this AGREEMENT. 8. In this AGREEMENT capitalized words represent defined terms, initialisms, or acronyms. 9. PARTIES hereby set forth the terms, covenants, and conditions of this AGREEMENT. 37 Agreement 08-1661 Project No. 0817000239 Project Development Agreement 2017-02-17 (Created July 17, 2017) 3 of 19 RESPONSIBILITIES Sponsorship 10. A SPONSOR is responsible for establishing the scope of the PROJECT and securing the financial resources to fund the WORK. A SPONSOR is responsible for securing additional funds when necessary or implementing PROJECT changes to ensure the WORK can be completed with the funds obligated in this AGREEMENT. PROJECT changes, as described in the CALTRANS Project Development Procedures Manual, will be approved by CALTRANS as the owner/operator of the State Highway System. 11. RCTC is the SPONSOR for the WORK in this AGREEMENT. Implementing Agency 12. The IMPLEMENTING AGENCY is the PARTY responsible for managing the scope, cost, schedule, and quality of the work activities and products of a PROJECT COMPONENT.  RCTC is the Project Approval and Environmental Document (PA&ED) IMPLEMENTING AGENCY. PA&ED includes the completion of the Final Environmental Document and the Project Report (documenting the project alternative selection). 13. The IMPLEMENTING AGENCY for a PROJECT COMPONENT will provide a Quality Management Plan (QMP) for the WORK in that component. The Quality Management Plan describes the IMPLEMENTING AGENCY’s quality policy and how it will be used. The Quality Management Plan will include a process for resolving disputes between the PARTIES at the team level. The Quality Management Plan is subject to CALTRANS review and approval. 14. Any PARTY responsible for completing WORK will make its personnel and consultants that prepare WORK available to help resolve WORK-related problems and changes for the entire duration of the PROJECT including PROJECT work that may occur under separate agreements. 38 Agreement 08-1661 Project No. 0817000239 Project Development Agreement 2017-02-17 (Created July 17, 2017) 4 of 19 Funding 15. Per the Master Agreement 08-1659, CALTRANS shall pay SHA funds allocated under SB 132 up to $180,000,000 (SB132 FUNDS) to RCTC towards PROJECT, under the Master Agreement 08-1659. All funding commitment, invoicing and payment of SB 132 FUNDS shall occur under the Master Agreement 08-1659. Any other funding commitments involving “NON SB 132 FUNDS” may be documented herein under a “NON SB 132 FUNDING and SPENDING TABLE”, if necessary. 16. WORK costs are to be primarily paid from the funds obligated in the Master Agreement 08- 1659. Costs that are specifically excluded from the funds obligated in the Master Agreement 08-1659 are to be paid by the PARTY incurring the costs from funds that are independent of this AGREEMENT and the Master Agreement 08-1659. CALTRANS’ Quality Management 17. CALTRANS, as the owner/operator of the State Highway System, will perform quality management work including independent quality assurance (IQA), environmental document quality control, and owner/operator approvals for the portions of WORK within the existing and proposed State Highway System right-of-way. 18. CALTRANS’ independent quality assurance (IQA) efforts are to ensure that RCTC's quality assurance results in WORK that is in accordance with the applicable standards and the PROJECT’s quality management plan (QMP). An IQA does not include any efforts necessary to develop or deliver WORK or any validation by verifying or rechecking WORK. When CALTRANS performs IQA it does so for its own benefit. No one can assign liability to CALTRANS due to its IQA. 19. CALTRANS, as the owner/operator of the State Highway System, will approve WORK products in accordance with CALTRANS policies and guidance and as indicated in this AGREEMENT. 20. Per National Environmental Policy Act (NEPA) assignment and California Environmental Quality Act (CEQA) statutes, CALTRANS will perform environmental document quality control and NEPA assignment review procedures for environmental documentation. CALTRANS quality control and quality assurance procedures for all environmental documents are described in the Jay Norvell Memos dated October 1, 2012 (available at http://www.dot.ca.gov/ser/memos.htm#LinkTarget_705). This also includes the independent judgment analysis and determination under CEQA that the environmental documentation meets CEQA requirements. 39 Agreement 08-1661 Project No. 0817000239 Project Development Agreement 2017-02-17 (Created July 17, 2017) 5 of 19 21. RCTC will provide WORK-related products and supporting documentation upon CALTRANS’ request for the purpose of CALTRANS’ quality management work. CEQA/NEPA Lead Agency 22. CALTRANS is the CEQA Lead Agency for the PROJECT. 23. CALTRANS is the NEPA Lead Agency for the PROJECT. Environmental Permits, Approvals and Agreements 24. PARTIES will comply with the commitments and conditions set forth in the environmental documentation, environmental permits, approvals, and applicable agreements as those commitments and conditions apply to each PARTIES responsibilities in this AGREEMENT. 25. Unless otherwise assigned in this AGREEMENT, the IMPLEMENTING AGENCY for a PROJECT COMPONENT is responsible for all PROJECT COMPONENT WORK associated with coordinating, obtaining, implementing, renewing, and amending the PROJECT permits, agreements, and approvals whether they are identified in the planned project scope of work or become necessary in the course of completing the PROJECT. 26. It is expected that the PROJECT requires the following environmental permits/approvals: ENVIRONMENTAL PERMITS/REQUIREMENTS 404, US Army Corps Of Engineers 401, Regional Water Quality Control Board 1602 California Department of Fish and Wildlife National Pollutant Discharge Elimination System (NPDES), State Water Resources Control Board State Waste Discharge Requirements (Porter Cologne), Regional Water Quality Control Board Project Approval and Environmental Document (PA&ED) 27. As the PA&ED IMPLEMENTING AGENCY, RCTC is responsible for all PA&ED WORK except those activities and responsibilities that are assigned to another PARTY and those activities that are excluded under this AGREEMENT. 40 Agreement 08-1661 Project No. 0817000239 Project Development Agreement 2017-02-17 (Created July 17, 2017) 6 of 19 28. CALTRANS will be responsible for completing the following PA&ED activities: CALTRANS Work Breakdown Structure Identifier (If Applicable) AGREEMENT Funded Cost 100.10.10.xx Quality Management No 165.15.15.xx Essential Fish Habitat Consultation No 165.15.15.xx Section 7 Consultation No 165.25.25 Approval to Circulate Resolution No 175.20 Project Preferred Alternative No 180.10.05.05.xx CEQA Lead Final Env. Doc QA/QC and Approval No 180.10.05.45 Section 7 Consultation No 180.15.05 Record of Decision (NEPA) No 180.15.10 Notice of Determination (CEQA) No 29. Any PARTY preparing environmental documentation, including studies and reports, will ensure that qualified personnel remain available to help resolve environmental issues and perform any necessary work to ensure that the PROJECT remains in environmental compliance. 30. RCTC will provide written notice of the initiation of environmental studies to the CEQA and NEPA Lead Agencies NEPA Lead Agency prior to completing any other PA&ED phase work. California Environmental Quality Act (CEQA) 31. Environmental documentation will be prepared in compliance with the California Public Resources Code §§ 21080.3.1(d)(e). CALTRANS will provide, and RCTC will use, a letter template and a list of California Native American tribes requesting notification. RCTC will prepare consultation documentation for CALTRANS’ signature and transmittal in compliance with the statutorily required time frames. 32. The CEQA Lead Agency will determine the type of CEQA documentation and will cause that documentation to be prepared in accordance with CEQA requirements. 33. Any PARTY involved in the preparation of CEQA documentation will prepare the documentation to meet CEQA requirements and follow the CEQA Lead Agency’s standards that apply to the CEQA process. 41 Agreement 08-1661 Project No. 0817000239 Project Development Agreement 2017-02-17 (Created July 17, 2017) 7 of 19 34. Any PARTY preparing any portion of the CEQA documentation, including any studies and reports, will submit that portion of the documentation to the CEQA Lead Agency for review, comment, and approval at appropriate stages of development prior to public availability. 35. RCTC will submit CEQA-related public notices to CALTRANS for review, comment, and approval prior to publication and circulation. 36. RCTC will submit all CEQA-related public meeting materials to the CEQA Lead Agency for review, comment, and approval at least ten (10) working days prior to the public meeting date. If the CEQA Lead Agency makes any changes to the materials, then the CEQA Lead Agency will allow RCTC to review, comment, and concur on those changes at least three (3) working days prior to the public meeting date. 37. The CEQA Lead Agency will attend all CEQA-related public meetings. 38. If a PARTY who is not the CEQA Lead Agency holds a public meeting about the PROJECT, that PARTY must clearly state its role in the PROJECT and the identity of the CEQA Lead Agency on all meeting publications. All meeting publications must also inform the attendees that public comments collected at the meetings are not part of the CEQA public review process. That PARTY will submit all meeting advertisements, agendas, exhibits, handouts, and materials to the CEQA Lead Agency for review, comment, and approval at least ten (10) working days prior to publication or use. If that PARTY makes any changes to the materials, it will allow the CEQA Lead Agency to review, comment on, and approve those changes at least three (3) working days prior to the public meeting date. The CEQA Lead Agency maintains final editorial control with respect to text or graphics that could lead to public confusion over CEQA-related roles and responsibilities. 42 Agreement 08-1661 Project No. 0817000239 Project Development Agreement 2017-02-17 (Created July 17, 2017) 8 of 19 National Environmental Policy Act (NEPA) 39. Pursuant to Chapter 3 of Title 23, United States Code (23 U.S.C. 326) and 23 U.S.C. 327, CALTRANS is the NEPA Lead Agency for the PROJECT. CALTRANS is responsible for NEPA compliance, will determine the type of NEPA documentation, and will cause that documentation to be prepared in accordance with NEPA requirements. CALTRANS, as the NEPA Lead Agency for PROJECT, will review, comment, and approve all environmental documentation (including, but not limited to, studies, reports, public notices, and public meeting materials, determinations, administrative drafts, and final environmental documents) at appropriate stages of development prior to approval and public availability. When required as NEPA Lead Agency, CALTRANS will conduct consultation and coordination and obtain, renew, or amend approvals pursuant to the Federal Endangered Species Act, and Essential Fish Habitat. When required as NEPA Lead Agency, CALTRANS will conduct consultation and coordination approvals pursuant to Section 106 of the National Historic Preservation Act. 40. Any PARTY involved in the preparation of NEPA documentation will follow FHWA and CALTRANS standards that apply to the NEPA process including, but not limited to, the guidance provided in the FHWA Environmental Guidebook (available at www.fhwa.dot.gov/hep/index.htm) and the CALTRANS Standard Environmental Reference. 41. Any PARTY preparing any portion of the NEPA documentation (including, but not limited to, studies, reports, public notices, and public meeting materials, determinations, administrative drafts, and final environmental documents) will submit that portion of the documentation to CALTRANS for CALTRANS’ review, comment, and approval prior to public availability. 42. RCTC will prepare, publicize, and circulate all NEPA-related public notices, except Federal Register notices. RCTC will submit all notices to CALTRANS for CALTRANS’ review, comment, and approval prior to publication and circulation. CALTRANS will work with the appropriate federal agency to publish notices in the Federal Register. 43. The NEPA Lead Agency will attend all NEPA-related public meetings. 44. RCTC will submit all NEPA-related public meeting materials to CALTRANS for CALTRANS’ review, comment, and approval at least ten (10) working days prior to the public meeting date. 43 Agreement 08-1661 Project No. 0817000239 Project Development Agreement 2017-02-17 (Created July 17, 2017) 9 of 19 45. If a PARTY who is not the NEPA Lead Agency holds a public meeting about the PROJECT, that PARTY must clearly state its role in the PROJECT and the identity of the NEPA Lead Agency on all meeting publications. All meeting publications must also inform the attendees that public comments collected at the meetings are not part of the NEPA public review process. That PARTY will submit all meeting advertisements, agendas, exhibits, handouts, and materials to the NEPA Lead Agency for review, comment, and approval at least ten (10) working days prior to publication or use. If that PARTY makes any changes to the materials, it will allow the NEPA Lead Agency to review, comment on, and approve those changes at least three (3) working days prior to the public meeting date. The NEPA Lead Agency has final approval authority with respect to text or graphics that could lead to public confusion over NEPA-related roles and responsibilities. 46. RCTC will ensure that the PROJECT is included in the approved Federal Statewide Transportation Improvement Program (FSTIP) prior to the NEPA Lead Agency’s approval of the environmental document. Schedule 47. PARTIES will manage the WORK schedule to ensure the timely use of obligated funds and to ensure compliance with any environmental permits, right-of-way agreements, construction contracts, and any other commitments. PARTIES will communicate schedule risks or changes as soon as they are identified and will actively manage and mitigate schedule risks. 48. The IMPLEMENTING AGENCY for each PROJECT COMPONENT will furnish PARTIES with written quarterly progress reports during the completion of the WORK. 44 Agreement 08-1661 Project No. 0817000239 Project Development Agreement 2017-02-17 (Created July 17, 2017) 10 of 19 Additional Provisions Standards 49. PARTIES will perform all WORK in accordance with federal and California laws, regulations, and standards; FHWA standards; and CALTRANS standards. CALTRANS standards include, but are not limited to, the guidance provided in the:  CALTRANS policies and directives  Project Development Procedures Manual (PDPM)  Workplan Standards Guide  Standard Environmental Reference  Highway Design Manual Noncompliant Work 50. CALTRANS retains the right to reject noncompliant WORK. RCTC agrees to suspend WORK upon request by CALTRANS for the purpose of protecting public safety, preserving property rights, and ensuring that all WORK is in the best interest of the State Highway System. Qualifications 51. Each PARTY will ensure that personnel participating in WORK are appropriately qualified or licensed to perform the tasks assigned to them. Consultant Selection 52. RCTC will invite CALTRANS to participate in the selection of any consultants that participate in the WORK. Encroachment Permits 53. CALTRANS will issue, upon proper application, the encroachment permits required for WORK within State Highway System right-of-way. Contractors and/or agents, and utility owners will not work within the State Highway System right-of-way without an encroachment permit issued in their name. CALTRANS will provide encroachment permits to PARTIES, their contractors, consultants and agents at no cost. If the encroachment permit and this AGREEMENT conflict, the requirements of this AGREEMENT will prevail. 45 Agreement 08-1661 Project No. 0817000239 Project Development Agreement 2017-02-17 (Created July 17, 2017) 11 of 19 54. The IMPLEMENTING AGENCY for a PROJECT COMPONENT will coordinate, prepare, obtain, implement, renew, and amend any encroachment permits needed to complete the WORK. Protected Resources 55. If any PARTY discovers unanticipated cultural, archaeological, paleontological, or other protected resources during WORK, all WORK in that area will stop and that PARTY will notify all PARTIES within 24 hours of discovery. WORK may only resume after a qualified professional has evaluated the nature and significance of the discovery and CALTRANS approves a plan for its removal or protection. Disclosures 56. PARTIES will hold all administrative drafts and administrative final reports, studies, materials, and documentation relied upon, produced, created, or utilized for the WORK in confidence to the extent permitted by law and where applicable, the provisions of California Government Code section 6254.5(e) will protect the confidentiality of such documents in the event that said documents are shared between PARTIES. PARTIES will not distribute, release, or share said documents with anyone other than employees, agents, and consultants who require access to complete the WORK without the written consent of the PARTY authorized to release them, unless required or authorized to do so by law. 57. If a PARTY receives a public records request pertaining to the WORK, that PARTY will notify PARTIES within five (5) working days of receipt and make PARTIES aware of any disclosed public documents. PARTIES will consult with each other prior to the release of any public documents related to the WORK. Hazardous Materials 58. HM-1 is hazardous material (including, but not limited to, hazardous waste) that may require removal and disposal pursuant to federal or state law, irrespective of whether it is disturbed by the PROJECT or not. HM-2 is hazardous material (including, but not limited to, hazardous waste) that may require removal and disposal pursuant to federal or state law only if disturbed by the PROJECT. The management activities related to HM-1 and HM-2, including and without limitation, any necessary manifest requirements and disposal facility designations are referred to herein as HM-1 MANAGEMENT and HM-2 MANAGEMENT respectively. 46 Agreement 08-1661 Project No. 0817000239 Project Development Agreement 2017-02-17 (Created July 17, 2017) 12 of 19 59. If HM-1 or HM-2 is found the discovering PARTY will immediately notify all other PARTIES. 60. CALTRANS, independent of the PROJECT, is responsible for any HM-1 found within the existing State Highway System right-of-way. CALTRANS will undertake, or cause to be undertaken, HM-1 MANAGEMENT with minimum impact to the PROJECT schedule. CALTRANS will pay, or cause to be paid, the cost of HM-1 MANAGEMENT for HM-1 found within the existing State Highway System right-of-way with funds that are independent of the funds obligated in this AGREEMENT. 61. If HM-1 is found within the PROJECT limits and outside the existing State Highway System right-of-way, responsibility for such HM-1 rests with the owner(s) of the parcel(s) on which the HM-1 is found. RCTC, in concert with the local agency having land use jurisdiction, will ensure that HM-1 MANAGEMENT is undertaken with minimum impact to Project schedule. The cost of HM-1 MANAGEMENT for HM-1 found within the PROJECT limits and outside the existing State Highway System right-of-way will be paid from funds that are independent of the funds obligated in this AGREEMENT and will be the responsibility of the owner(s) of the parcel(s) where the HM-1 is located. 62. The CONSTRUCTION IMPLEMENTING AGENCY is responsible for HM-2 MANAGEMENT within the PROJECT limits. 63. CALTRANS’ acquisition or acceptance of title to any property on which any HM-1 or HM-2 is found will proceed in accordance with CALTRANS’ policy on such acquisition. Claims 64. Any PARTY that is responsible for completing WORK may accept, reject, compromise, settle, or litigate claims arising from the WORK without concurrence from the other PARTY. 65. PARTIES will confer on any claim that may affect the WORK or PARTIES’ liability or responsibility under this AGREEMENT in order to retain resolution possibilities for potential future claims. No PARTY will prejudice the rights of another PARTY until after PARTIES confer on the claim. 66. If the WORK expends state or federal funds, each PARTY will comply with the federal Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards of 2 CFR, Part 200. PARTIES will ensure that any for-profit consultant hired to participate in the WORK will comply with the requirements in 48 CFR, Chapter 1, Part 31. When state or federal funds are expended on the WORK these principles and requirements apply to all funding types included in this AGREEMENT and Master Agreement 08-1659. 47 Agreement 08-1661 Project No. 0817000239 Project Development Agreement 2017-02-17 (Created July 17, 2017) 13 of 19 Accounting and Audits 67. PARTIES will maintain, and will ensure that any consultant hired by PARTIES to participate in WORK will maintain, a financial management system that conforms to Generally Accepted Accounting Principles (GAAP), and that can properly accumulate and segregate incurred PROJECT costs and billings. 68. PARTIES will maintain and make available to each other all WORK-related documents, including financial data, during the term of this AGREEMENT. PARTIES will retain all WORK-related records for three (3) years after the final voucher. PARTIES will require that any consultants hired to participate in the WORK will comply with this Article. 69. PARTIES have the right to audit each other in accordance with generally accepted governmental audit standards. CALTRANS, the state auditor, FHWA (if the PROJECT utilizes federal funds), and RCTC will have access to all WORK -related records of each PARTY, and any consultant hired by a PARTY to participate in WORK, for audit, examination, excerpt, or transcription. The examination of any records will take place in the offices and locations where said records are generated and/or stored and will be accomplished during reasonable hours of operation. The auditing PARTY will be permitted to make copies of any WORK-related records needed for the audit. The audited PARTY will review the draft audit, findings, and recommendations, and provide written comments within thirty (30) calendar days of receipt. Upon completion of the final audit, PARTIES have forty-five (45) calendar days to refund or invoice as necessary in order to satisfy the obligation of the audit. Any audit dispute not resolved by PARTIES is subject to mediation. Mediation will follow the process described in the General Conditions section of this AGREEMENT. 70. If the WORK expends state or federal funds, each PARTY will undergo an annual audit in accordance with the Single Audit Act in the federal Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards as defined in 2 CFR, Part 200. 71. When a PARTY reimburses a consultant for WORK with state or federal funds, the procurement of the consultant and the consultant overhead costs will be in accordance with Chapter 10 of the Local Assistance Procedures Manual. 48 Agreement 08-1661 Project No. 0817000239 Project Development Agreement 2017-02-17 (Created July 17, 2017) 14 of 19 Interruption of Work 72. If WORK stops for any reason, each PARTY will continue to implement the obligations of this AGREEMENT, including the commitments and conditions included in the environmental documentation, permits, agreements, or approvals that are in effect at the time that WORK stops, and will keep the PROJECT in environmental compliance until WORK resumes. Penalties, Judgements and Settlements 73. The cost of awards, judgments, or settlements generated by the WORK are to be paid from the funds obligated in Master Agreement 08-1659. 74. The cost of legal challenges to the environmental process or documentation may be paid from the funds obligated in Master Agreement 08-1659. 75. Any PARTY who action or lack of action causes the levy of fines, interest, or penalties will indemnify and hold all other PARTIES harmless per the terms of this AGREEMENT. GENERAL CONDITIONS Venue 76. PARTIES understand that this AGREEMENT is in accordance with and governed by the Constitution and laws of the State of California. This AGREEMENT will be enforceable in the State of California. Any PARTY initiating legal action arising from this AGREEMENT will file and maintain that legal action in the Superior Court of the county in which the CALTRANS district office that is signatory to this AGREEMENT resides, or in the Superior Court of the county in which the PROJECT is physically located. Exemptions 77. SB 132 FUNDS are subject to the appropriation of resources by the Legislature and the State Budget Act authority. In addition, state or federally administered “NON SB 132 FUNDS” are subject to the allocation of funds by the California Transportation Commission. All CALTRANS’ obligations under this AGREEMENT are subject to the appropriation of resources by the Legislature, the State Budget Act authority and allocations of funds by the California Transportation Commission. 49 Agreement 08-1661 Project No. 0817000239 Project Development Agreement 2017-02-17 (Created July 17, 2017) 15 of 19 Indemnification 78. Neither CALTRANS nor any of their officers and employees, are responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by RCTC, its contractors, sub-contractors, and/or its agents under or in connection with any work, authority, or jurisdiction conferred upon RCTC under this AGREEMENT. It is understood and agreed that RCTC, to the extent permitted by law, will defend, indemnify, and save harmless CALTRANS and all of their officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, but not limited to, tortious, contractual, inverse condemnation, or other theories and assertions of liability occurring by reason of anything done or omitted to be done by RCTC, its contractors, sub-contractors, and/or its agents under this AGREEMENT. 79. Neither RCTC nor any of their officers and employees, are responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by CALTRANS, its contractors, sub-contractors, and/or its agents under or in connection with any work, authority, or jurisdiction conferred upon CALTRANS under this AGREEMENT. It is understood and agreed that CALTRANS, to the extent permitted by law, will defend, indemnify, and save harmless RCTC and all of their officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, but not limited to, tortious, contractual, inverse condemnation, or other theories and assertions of liability occurring by reason of anything done or omitted to be done by CALTRANS, its contractors, sub-contractors, and/or its agents under this AGREEMENT. Non-parties 80. PARTIES do not intend this AGREEMENT to create a third party beneficiary or define duties, obligations, or rights for entities not signatory to this AGREEMENT. PARTIES do not intend this AGREEMENT to affect their legal liability by imposing any standard of care for fulfilling the WORK different from the standards imposed by law. 81. PARTIES will not assign or attempt to assign obligations to PARTIES not signatory to this AGREEMENT without an amendment to this AGREEMENT. Ambiguity and Performance 82. RCTC will not interpret any ambiguity contained in this AGREEMENT against CALTRANS. RCTC waives the provisions of California Civil Code section 1654. A waiver of a PARTY’s performance under this AGREEMENT will not constitute a continuous waiver of any other provision. 50 Agreement 08-1661 Project No. 0817000239 Project Development Agreement 2017-02-17 (Created July 17, 2017) 16 of 19 83. A delay or omission to exercise a right or power due to a default does not negate the use of that right or power in the future when deemed necessary. Defaults 84. If any PARTY defaults in its performance of the WORK, a non-defaulting PARTY will request in writing that the default be remedied within thirty (30) calendar days. If the defaulting PARTY fails to do so, the non-defaulting PARTY may initiate dispute resolution. Dispute Resolution 85. PARTIES will first attempt to resolve AGREEMENT disputes at the PROJECT team level as described in the Quality Management Plan. If they cannot resolve the dispute themselves, the CALTRANS district director and the executive officer of RCTC will attempt to negotiate a resolution. If PARTIES do not reach a resolution, PARTIES’ legal counsel will initiate mediation. PARTIES agree to participate in mediation in good faith and will share equally in its costs. Neither the dispute nor the mediation process relieves PARTIES from full and timely performance of the WORK in accordance with the terms of this AGREEMENT. However, if any PARTY stops fulfilling its obligations, any other PARTY may seek equitable relief to ensure that the WORK continues. Except for equitable relief, no PARTY may file a civil complaint until after mediation, or forty-five (45) calendar days after filing the written mediation request, whichever occurs first. PARTIES will file any civil complaints in the Superior Court of the county in which the CALTRANS district office signatory to this AGREEMENT resides or in the Superior Court of the county in which the PROJECT is physically located. 86. PARTIES maintain the ability to pursue alternative or additional dispute remedies if a previously selected remedy does not achieve resolution. Prevailing Wage 87. When WORK falls within the Labor Code § 1720(a)(1) definition of "public works" in that it is construction, alteration, demolition, installation, or repair; or maintenance work under Labor Code § 1771, PARTIES will conform to the provisions of Labor Code §§ 1720-1815, and all applicable provisions of California Code of Regulations found in Title 8, Division 1, Chapter 8, Subchapter 3, Articles 1-7. PARTIES will include prevailing wage requirements in contracts for public work and require contractors to include the same prevailing wage requirements in all subcontracts. 51 Agreement 08-1661 Project No. 0817000239 Project Development Agreement 2017-02-17 (Created July 17, 2017) 17 of 19 Work performed by a PARTY’s own employees is exempt from the Labor Code's Prevailing Wage requirements. If WORK is paid for, in whole or part, with federal funds and is of the type of work subject to federal prevailing wage requirements, PARTIES will conform to the provisions of the Davis- Bacon and Related Acts, 40 U.S.C. §§ 3141-3148. When applicable, PARTIES will include federal prevailing wage requirements in contracts for public works. WORK performed by a PARTY’s employees is exempt from federal prevailing wage requirements. 52 Agreement 08-1661 Project No. 0817000239 Project Development Agreement 2017-02-17 (Created July 17, 2017) 18 of 19 DEFINITIONS PARTY – Any individual signatory party to this AGREEMENT. PARTIES – The term that collectively references all of the signatory agencies to this AGREEMENT. WORK BREAKDOWN STRUCTURE (WBS) – A WBS is a standardized hierarchical listing of project work activities/products in increasing levels of detail. The CALTRANS WBS defines each PROJECT COMPONENT as a group of work activities/products. The CALTRANS Work Breakdown Structure is defined in the CALTRANS Workplan Standards Guide. 53 Agreement 08-1661 Project No. 0817000239 Project Development Agreement 2017-02-17 (Created July 17, 2017) 19 of 19 SIGNATURES PARTIES are empowered by California Streets and Highways Code to enter into this AGREEMENT and have delegated to the undersigned the authority to execute this AGREEMENT on behalf of the respective agencies and covenants to have followed all the necessary legal requirements to validly execute this AGREEMENT. Signatories may execute this AGREEMENT through individual signature pages provided that each signature is an original. This AGREEMENT is not fully executed until all original signatures are attached. STATE OF CALIFORNIA RIVERSIDE COUNTY DEPARTMENT OF TRANSPORTATION TRANSPORTATION COMMISSION John Bulinski ___________________________________ District Director Anne Mayer Executive Director VERIFICATION OF FUNDS & AUTHORITY: APPROVED AS TO FORM & PROCEDURE: Mary Risaliti _____________________________________ District Budget Manager Best, Best and Krieger Legal Counsel APPROVED AS TO FORM & PROCEDURE: Meera Danday Deputy Attorney 54 15/91 Express Lane Connector Project ATTACHMENT 3 55 9/21/2017 I-15/SR-91 Express Lanes Connector Overall Procurement Strategy and Western Riverside County Programs and Projects Committee September 25, 2017 Michael Blomquist Toll Program Director Governor Brown signed SB 132 on April 28, 2017 Provides $427 million for five transportation projects Riverside County Transportation Efficiency Corridor (RCTEC) Direct appropriation, funds available immediately Created task force to accelerate project deller One of five projects: I-15/SR-91 Expr_+ $180 million allocation 1 9/21/2017 Unprecedented Legislation - Part 2 AB 115 signed June 27, 2017 — Budget trailer bill — Commission received additional project delivery authority • Extends Design -Build opportunities • Authorizes Construction Manager/General Contractor • Allows Amendment to any existing; contract — I-15 Express Lanes Project — 91 Project or 91 Express Lanes • Allows any other delivery I-15/SR-91 Express Lanes Connector Project • Originally studied as part of the 91 Project that opened earlier this year • Tolled express lane connectors between I-15 and SR-91 • SB 132: all funds must be spent by June 30, 2023 • RCTC commitment: award construction by June 2020 I-15/SR- 1 Express lanes Connector E Eas ale Norco Itidden'dQ�fLV +4 Corona O� Lake I9'1►� At Matthews 0 ,0 c0 co . ,. Project Limits 2 9/21/2017 Deliver project while meeting legislative mandates Ensure smart use of taxpayer dollars Continue successful 91 Express Lanes operations Maintain I-15 Express Lanes Construction schedules Evaluation of Procurement Options • Staff, consultants, and legal advisors convened — Experienced in alternative delivery methods • Identified all services needed — Environmental, toll planning, final design, construction, etc. • Compared project delivery alternative — Impact to cost, completion schedule, ris — Impact to traveling public and cust 3 9/21/2017 Recommended Direction Amend existing contracts — Staff augmentation — Toll: planning, system design/installation, O&M — Legal, financial advisory, traffic and revenue studies — Environmental documentation — Preliminary engineering, final (engineering) design — Construction, construction management Rationale Time savings due to eliminating numerous procurements Cost economies of scale due to combined work Leverage past successes on 91 and 15 with existing partners Minimize impact to public and customers Staff Recommendation #1: .approve overall procurement strategy for the 15/91 ELC Project 4 9/21/2017 Final Civil Design & Construction • Existing contract for I-15 Express Lanes Project — Design -build contractor: Skanska-Ames Joint Venture — Amendment offers best chance of meeting goals — No anticipated delay to opening I-15 Express Lanes Project • Seeking fair cost and timely completion for tax and — Independent Construction Estimate — Competitive procurement should nego ' ti. Preliminary Engineering and Environmental Documentation • Amend Parsons existing contract — Consistent with overall procurement strategy — Update and reconfirm prior 91 environmental work — Amendment: $2,070,200 amount not to exceed — Estimated 18 months to complete work • Execute a Cooperative Agreement wi Staff Recommendation #2 and #3: Approve Parsons contract amendment. Approve cooperative agreement NN ith Caltrans 5 9/21/2017 Recommendations Request the Committee approve the following for the 15/91 Express Lanes Connector Project: • Overall procurement strategy; • Approve preliminary engineering and environmental documentation agreements with the following: o Parsons for a total amount not to exceed $2,070,200; o Caltrans • Authorize the Chair or Executive D. Forward to the Commission for 6 AGENDA ITEM 8 Agenda Item 8  RIVERSIDE COUNTY TRANSPORTATION COMMISSION  DATE: September 25, 2017  TO: Western Riverside County Programs and Projects Committee  FROM: David Thomas, Toll Project Manager  THROUGH: Michael Blomquist, Toll Program Director  SUBJECT: Agreement with the City of Corona for Improvements to the Ontario Avenue  Interchange at Interstate 15     STAFF RECOMMENDATION:    This item is for the Committee 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.    BACKGROUND INFORMATION:    The Commission’s 91 Project (shown in Figure 1) Final Traffic Study Report (Report), completed  in 2010, analyzed the impacts of the 91 Project on various intersections throughout the City.  The  Final Environmental Document (FED) completed in 2012 identified the 91 Project’s fair share for  specific traffic improvements within the City.      56 Agenda Item 8    Figure 1:  SR‐91 Corridor Improvement Project Vicinity Map     The Ontario Avenue Interchange is the closest access location to the Riverside 91 Express Lanes  from I‐15 and will continue to be after the I‐15 Express Lane Project (I‐15 ELP) is constructed and  operational.  The Report identified 91 Project impacts to the operations of the Ontario Avenue  Interchange.  Staff and the City developed a plan to mitigate these impacts.  The plan includes  the addition of one lane in each direction to Ontario Avenue between Compton Avenue and the  I‐15 northbound ramps and necessary modifications to connecting roadways between these  limits.    Commission staff performed an independent cost estimate for the Ontario Avenue Interchange  improvements (Project) estimated at $6,077,600, which includes all phases of project  development including support costs.  The Commission’s fair share as identified in the FED is         22 percent of the Project costs.  The Commission’s fair share contribution is currently estimated  to be $1,337,072, which will be used to reimburse the City for actual costs of the Project, and for  no other purpose.   The City is planning to complete the Project by 2020.  Because the Project will potentially impact  the I‐15 ELP, coordination between the Commission and the City prior to and during construction  of the Project is crucial to mitigate potential impacts that Project construction may have on the  I‐15 ELP.    Staff recommends approval of Agreement No. 18‐31‐050‐00 with the City for the Commission’s  fair share of improvements to the Ontario Avenue Interchange at I‐15 due to impacts from the  91 Project, for $1,337,072 plus a contingency of $133,928, for a total amount not to exceed  57 Agenda Item 8  $1,471,000.  Staff also recommends authorization for the Chair or Executive Director, pursuant  to legal counsel review, to execute the agreement.    Financial Information  In Fiscal Year Budget: Yes   N/A Year: FY 2017/18  FY 2018/19+ Amount: $    100,000  $1,371,000  Source of Funds:  Measure A Sales Tax Equity  Contributions, 2017 Sales Tax Bonds  Proceeds, Commercial Paper Proceeds  Budget Adjustment: No  Yes  GL/Project Accounting No.: 003028 81301 262 31 81301  Fiscal Procedures Approved: Date: 09/12/2017    Attachment:  Draft Agreement No. 18‐31‐050‐00      58 17336.02100\29360193. 3 1 Agreement No.: ________________ COOPERATIVE AGREEMENT BETWEEN RIVERSIDE COUNTY TRANSPORTATION COMMISSION AND THE CITY OF CORONA FOR IMPROVEMENTS TO ONTARIO AVENUE AT I-15 This Cooperative Agreement (“Cooperative Agreement”) is made and entered into this _____ day of _________, 2017 by and between the Riverside County Transportation Commission (“RCTC”) and the City of Corona (the “City”). RCTC and the City are sometimes referred to herein individually as (“Party”), and collectively as (“Parties”). RECITALS WHEREAS, one additional lane in each direction will be added to Ontario Avenue between Compton Avenue and the Interstate 15 (“I-15”) northbound ramps in the City of Corona and necessary modifications will be made to connecting roadways between these limits, as depicted in the attached Exhibit “A” (“Project”). WHEREAS, the Project has a total estimated cost of $6,077,600 (“Total Project Cost”), as more particularly described in Exhibit “B” attached hereto and incorporated herein by reference. WHEREAS, as part of RCTC’s State Route 91 Express Lanes and Corridor Improvement Project (“91 CIP”), RCTC completed a Final Traffic Study Report (“Report”) which analyzes the impacts of the 91 CIP on various intersections, and provides for mitigation by RCTC through payment of a fair share contribution for specified traffic improvements. The fair share methodology used in the Report is based on the City’s Traffic Impact Study Guidelines. WHEREAS, the Project is identified in the Report, and is subject to a fair share contribution from RCTC, as further set forth herein. WHEREAS, RCTC is implementing the Interstate 15 Express Lanes Project, which involves the construction of tolled express lanes in each direction between the I-15/Cajalco Road interchange and the I-15/State Route 60 interchange (“I-15 ELP”). WHEREAS, it is the intent of the Parties to enter into this Cooperative Agreement to establish and coordinate the responsibilities of the Parties with respect to the Project, all as further set forth herein. WHEREAS, because the Project, if constructed, will potentially impact the I-15 ELP, coordination between the Parties prior to and during construction of the Project is crucial to 59 17336.02100\29360193. 3 2 mitigate potential impacts that Project construction may have on the I-15 ELP. WHEREAS, pursuant to the terms of this Cooperative Agreement, the City shall engage the services of a contractor (“Contractor”) to complete the Project. WHEREAS, the Parties acknowledge that the City’s full compliance with the California Environmental Quality Act (“CEQA”) and all other applicable laws are a precondition to any construction of the Project. WHEREAS, the Parties acknowledge and agree that nothing in this Cooperative Agreement commits RCTC to approving or constructing the Project. NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, it is mutually understood and agreed by RCTC and the City as follows: TERMS 1. Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Cooperative Agreement by reference as though fully set forth herein. 2. Term. This Cooperative Agreement shall be effective as of the date first set forth above, and shall continue in effect until the Project is complete, as evidenced by both the City’s recording of a notice of completion for the Project and RCTC’s payment of all outstanding reimbursements. 3. General Agreement to Cooperate. The Parties agree to mutually cooperate in order to help ensure that the Project is successfully completed with minimum impact to both Parties, and the public. 4. Obligations of RCTC. 4.1 RCTC shall pay its fair share to the City for the cost of the Project. The Parties agree that RCTC’s fair share shall be 22% of the Project costs. RCTC’s fair share contribution is currently estimated to be $1,471,000 (“Fair Share Contribution”), which amount shall be used to reimburse the City for actual costs of the Project, and for no other purpose. The City shall notify RCTC in advance of any change in the Project costs that may impact the Fair Share Contribution. If RCTC agrees with the basis for the changed costs, the Parties shall execute an amendment to this Cooperative Agreement to reflect the revised Fair Share Contribution amount. 4.2 RCTC shall make periodic payments to City no more frequently than monthly. Payments of undisputed Project costs shall be made within thirty (30) days following RCTC’s approval of an invoice from the City. 60 17336.02100\29360193. 3 3 5. Obligations of the City 5.1 The City shall be responsible for procuring all design and construction management services necessary, or providing staff resources necessary, to complete the Project. The City shall be responsible for the process of selecting and contracting with a design firm and construction management firm, if necessary, and with a Contractor to complete the Project in compliance with all applicable local, state and federal laws including, without limitation, the California Public Contract Code and the California Labor Code. The City shall be responsible for complying with CEQA and obtaining all applicable environmental clearances and permits necessary to complete the Project. 5.2 The City shall regularly invoice RCTC, not more frequently than once per month, for Project costs described in Exhibit “B” not to exceed the Fair Share Contribution amount specified in Section 4.1 above. Invoices shall be in a form approved by RCTC, and shall include such documentation as required by RCTC. 5.3 Upon completion of Project construction, the City shall record a notice of completion for the Project. 5.4 The City shall be responsible for all design and construction contract management costs related to the Project, and for purchasing the equipment to be used and installed for the Project. 5.5 The City shall provide RCTC an opportunity to review and approve all design documents generated for the Project, which the City anticipates will be relied upon by the Contractor to construct the Project. 5.6 The City shall obtain or shall require the Contractor to obtain all required permits and approvals for all Project work. 5.7 The City shall complete the design and construction of the Project in a timely manner so as to avoid adverse effects to the public. The City agrees the Project shall not interfere with the I-15 ELP. To this end, the City shall coordinate and cooperate with RCTC and its consultants and contractors to ensure such interference does not occur and the I-15 ELP is allowed to progress as scheduled. Such coordination and cooperation shall include, but not be limited to, coordination of traffic control and detours. In the event interference of the I-15 ELP occurs or is reasonably anticipated, the I-15 ELP shall take priority over the Project and the City shall immediately comply with any and all directions given by RCTC to address, prevent, mitigate, or eliminate such interference. 5.8 The City shall install, maintain, operate, and repair its facilities in a manner which avoids or minimizes, to the extent possible and reasonable, any impact to the I-15 ELP. 5.9 The City shall include, in its contract with the Contractor, a requirement that the Contractor include RCTC, its members, officers, employees and agents as additional insureds and 61 17336.02100\29360193. 3 4 as indemnified parties under said contract. Insurance shall be in the same amounts and with the same provisions as provided for the benefit of the City. 5.10 As between RCTC and the City, the City and its consultants shall be responsible for performing design reviews and construction inspection of the Project work to ensure conformance with City standards and the construction contract including, but not limited to, the technical provisions of said contract. The City shall allow RCTC staff access to the Project site, at all times, to perform observation of any Project improvements. Such observation, if completed, shall be for RCTC’s benefit only and shall not relieve the City of any responsibility hereunder. 5.11 The City, as the owner of the improvements to be made pursuant to this Cooperative Agreement, shall be solely responsible for all future maintenance thereof. 6. Time is of the Essence. Each Party warrants that it shall make its best efforts to perform all obligations assigned to it related to the Project in such a manner as to allow the Project to progress as scheduled. 7. Dispute Resolution. Unless otherwise specified herein, the Parties shall submit any unresolved dispute to RCTC’s Executive Director and the City Manager for negotiation. The Executive Director and the City Manager agree to undertake good faith attempts to resolve said dispute, claim, or controversy within ten (10) calendar days after the receipt of written notice from the Party alleging that a dispute, claim or controversy exists. The Parties additionally agree to cooperate with the other Party in scheduling negotiation sessions. However, if said matter is not resolved within thirty (30) calendar days after conducting the first negotiating session, either Party may, but is not required to, request that the matter be submitted to further dispute resolution procedures, as may be agreed upon by the Parties. 8. Legal Action. If a matter is not resolved within thirty (30) calendar days after the first negotiating session between the Executive Director and the City Manager, unless otherwise agreed upon in writing by the Parties, either Party may proceed with any other remedy available in law or in equity. 9. Indemnification. 9.1 RCTC shall indemnify, defend and hold the City, its directors, officials, officers, employees, agents, consultants and contractors 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 negligent acts, omissions or breach of law, or willful misconduct of RCTC, its officials, officers, employees, agents, consultants or contractors in the performance of RCTC’s obligations under this Cooperative Agreement, including the payment of all reasonable attorneys fees. 9.2 The City shall indemnify, defend and hold RCTC, its directors, officials, officers, employees, agents, consultants and contractors 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 62 17336.02100\29360193. 3 5 to any negligent acts, omissions or breach of law, or willful misconduct of the City, its officials, officers, employees, agents, consultants or contractors in the performance of the City’s obligations under this Cooperative Agreement, including the payment of all reasonable attorneys fees. 9.3 The indemnification provisions set forth in this Section 9 shall survive any expiration or termination of this Cooperative Agreement. 10. Notices. All notices, requests, demands and other communications required or permitted to be given under this Cooperative Agreement shall be in writing and shall either be delivered in writing by certified or registered first class mail, postage prepaid, deposited in the United States mail, and properly addressed to the Party at its address set forth below, or at any other address that such Party may designate by written notice to the other Party: RCTC: Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attn: Michael Blomquist CITY: City of Corona 400 S. Vicentia Avenue Corona, CA 92882 Attn: Nelson D. Nelson 11. Force majeure. The failure of performance by either Party (except for payment obligations) hereunder shall not be deemed to be a default where delays or defaults are due to war; insurrection; strikes; lock-outs; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor, railroad, or suppliers; acts of the other Party; acts or failure to act of any other public or governmental agency or entity (other than that acts or failure to act of the Parties); or any other causes beyond the control or without the fault of the Party claiming an extension of time to perform or relief from default. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause. Times of performance under this Cooperative Agreement may also be extended in writing by mutual agreement between the Parties. 12. Amendments. This Cooperative Agreement may be amended at any time by the mutual consent of the Parties by an instrument in writing. 13. Assignment of Cooperative Agreement. Neither Party may assign or transfer its respective rights or obligations under this Cooperative Agreement without the express written consent of the 63 17336.02100\29360193. 3 6 other Party. Any purported assignment or transfer by one Party without the express written consent of the other Party shall be null and void and of no force or effect. 14. Waiver. No delay or omission in the exercise of any right or remedy of a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of either Party shall be deemed to waive or render unnecessary such Party’s consent to or approval of any subsequent act of the other Party. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Cooperative Agreement. 15. Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Cooperative Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Cooperative Agreement, which shall be interpreted to carry out the intent of the parties hereunder. 16. Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Cooperative Agreement, shall survive any such expiration or termination. 17. Third Party Beneficiaries. There are no third-party beneficiaries to this Cooperative Agreement. 18. Entire Agreement. This Cooperative Agreement contains the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior negotiations, agreements or understandings. [SIGNATURES ON FOLLOWING PAGE] 64 17336.02100\29360193. 3 7 SIGNATURE PAGE TO COOPERATIVE AGREEMENT BETWEEN RIVERSIDE COUNTY TRANSPORTATION COMMISSION AND THE CITY OF CORONA FOR IMPROVEMENTS TO ONTARIO AVENUE AT I-15 AGREEMENT NO. _____________________ IN WITNESS WHEREOF, the Parties hereto have executed this Cooperative Agreement on the date first herein above written. RIVERSIDE COUNTY CITY OF CORONA TRANSPORTATION COMMISSION By: By: _____________________________ John Tavaglione, Chairman Signature _____________________________ Name _____________________________ Title ATTEST: By: ____________________________ City Clerk Approved as to Form: Approved as to Form: By: ____________________________ By: ______________________________ Best Best & Krieger LLP Dean Derleth General Counsel City Attorney 65 17336.02100\29360193. 3 Exhibit A EXHIBIT “A” DEPICTION OF PROJECT [attached behind this page] 66 17336.02100\29360193. 3 Exhibit B EXHIBIT “B” PROJECT COSTS [attached behind this page] 67 AGENDA ITEM 9 Agenda Item 9 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 25, 2017 TO: Western Riverside County Programs and Projects Committee FROM: David Thomas, Toll Project Manager THROUGH: Michael Blomquist, Toll Program Director SUBJECT: Amendment to Agreement with BNSF Railway for the State Route 91 Corridor Improvement Project at the West Porphyry Overhead STAFF RECOMMENDATION: This item is for the Committee 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. BACKGROUND INFORMATION: The 91 Project (shown in Figure 1) crosses over BNSF property in four locations. Figure 1: SR-91 Corridor Improvement Project Vicinity Map 68 Agenda Item 9 At its May 14, 2014 meeting, the Commission approved the following four construction and maintenance (C&M) agreements with BNSF for a total not to exceed amount of $8,053,475: a) Agreement No. 14-31-112-00, East Porphyry Overhead, located just south of the 15/91 interchange; b) Agreement No. 14-31-113-00, East Prado Overhead, located just east of the 71/91 interchange; c) Agreement No. 14-31-114-00, West Porphyry Overhead located just west of the 15/91 interchange; and d) Agreement No. 14-31-115-00, West Prado Overhead located adjacent to the SR-91/Green River Road interchange. At the end of 2015, it became apparent to staff the originally estimated budget for flagging services would not be adequate to complete the work involved. Staff determined it was in the Commission’s best interest to include flagging services for all of the C&M agreements under Agreement No. 14-31-114-00. In April 2016, the Commission approved Amendment No. 1 to all four BNSF agreements for the 91 Project that included a decrease to Agreement Nos. 14-31-112-00, 14-31-113-00, and 14-31-115-00, and an increase to Agreement No. 14-31-114-00 for a total amount not to exceed $9,053,475. This resulted in a revised total amount not to exceed $6,921,234 for Agreement No. 14-31-114-00, with a remaining contingency of $276,240. In June 2017, the Commission approved Amendment No. 2 to Agreement No. 14-31-114-00 to allocate the remaining contingency and an additional $223,760, for extended flagging services related to the 91 Project for a total amount not to exceed $7,421,234. During the close out phase of the 91 Project, several unforeseen conditions have occurred that have caused the remaining work adjacent to the railroad to extend beyond the planned schedule. Therefore, additional BNSF flagging will be required to complete this remaining work. The additional BNSF flagging, estimated at $200,000, is required to support the 91 Project through final acceptance scheduled for November 15, 2017. Since the BNSF C&M agreements are between BNSF, the Commission, and Caltrans, the Commission is invoiced and directly pays for the BNSF flagging services. However, per the design-build contract, the design-builder is responsible for the costs associated with all BNSF provided flagging services and is invoiced by the Commission for those costs. Such reimbursements effectively reduce the expenditures recorded. Staff recommends approval of Agreement No. 14-31-114-03, Amendment No. 3 to Agreement No. 14-31-114-00, with BNSF for extended flagging services in the amount of $200,000, for a total amount not to exceed $7,621,234. Staff also recommends authorization for the Chair or Executive Director, pursuant to legal counsel review, to execute the amendment. 69 Agenda Item 9 Financial Information In Fiscal Year Budget: Yes Year: FY 2017/18 Amount: $200,000 Source of Funds: Design-Builder reimbursements Budget Adjustment: No GL/Project Accounting No.: 003028 81304 00104 0000 262 31 81301 (Flagging) $200,000 003028 81304 00104 0000 262 31 81301 (Flagging reimbursement) ($200,000) Fiscal Procedures Approved: Date: 09/12/2017 Attachment: Draft Amendment to Supplemental Agreement 70 West Porphyry (Temescal) Overhead - Amendment to Supplemental Agreement, May 15, 2017 1 AMENDMENT TO SUPPLEMENTAL AGREEMENT 08-RIV-91 PM 6.93 BNSF Agreement No. BF-10006322 STATE Contract No. 08R191 RCTC Agreement No. 14-31-114-03 W. Porphyry (Temescal Bridge and Overhead) STATE Br. No. 56-0446 DOT No. 026522X San Bernardino Subdivision LS 7602 MP 23.43 This AMENDMENT TO SUPPLEMENTAL AGREEMENT, is executed to be effective as of this ______ day of _____________, 2017 (“Effective Date”), by and between BNSF RAILWAY COMPANY , a Delaware corporation ("BNSF"), the STATE OF CALIFORNIA, acting through the Department of Transportation, hereinafter referred to as ("STATE"), and the RIVERSIDE COUNTY TRANSPORTATION COMMISSION hereinafter referred to as (“RCTC”), a public entity of the State of California, hereinafter referred to as (“Parties”). RECITALS: BNSF, STATE, and RCTC are parties to a Construction and Maintenance Agreement, dated July 11, 2014, identified in BNSF’s records as BNSF Contract No. BF-10006322, (“West Porphyry Overhead Construction and Maintenance Agreement”) which covers any and all work related to the construction involving the modification of the West Porphyry Overhead “(OVERHEAD)” providing for its partial demolition, widening, construction of express lanes, and new ramp connections to Interstate Highway I-15 to accommodate the SR-91 Corridor Improvement Project (the “Project”); WHEREAS, the Parties entered into a Supplemental Agreement, dated _______, 2016, in order to extend the term of the Temporary Construction License for the West Porphyry Overhead Construction and Maintenance Agreement an additional Three (3) months, and to provide funding for additional flagging services required for cost of railroad work. WHEREAS, RCTC now desires to amend the Supplemental Agreement to acknowledge extension of the term of the Temporary Construction License for the West Porphyry Overhead Construction and Maintenance Agreement, at no cost to RCTC, and to provide for additional compensation for additional flagging and other railroad work required for completion of the Project. The parties hereto are in agreement to amending the Supplemental Agreement related to the West Porphyry Overhead Construction and Maintenance Agreement as follows: AGREEMENT IN CONSIDERATION of the premises, it is mutually agreed that the Supplemental Agreement to the West Porphyry Overhead Construction and Maintenance Agreement is hereby further supplemented and amended as follows: 1. The term of the Temporary Construction License under the West Porphyry Overhead Construction and Maintenance Agreement, as amended by the Supplemental Agreement, is further extended, at no cost, through __________, unless further extended by mutual agreement of BNSF and RCTC. 2. Two Hundred Thousand Dollars ($200,000) is hereby allocated by RCTC for the additional BNSF railroad flagging and any related railroad work made necessary due to the extension of the term of the Temporary Construction License for West Porphyry and the additional work required for completion of the Project. 71 West Porphyry (Temescal) Overhead - Amendment to Supplemental Agreement, May 15, 2017 2 3. Article V, Section 21 is amended to read as follows: [any changes needed to notice provisions? If not, this can be deleted.] 21. Any notice provided for herein or concerning this Agreement must be in writing and will be deemed sufficiently given when sent by certified mail, return receipt requested, to the Parties at the following addresses: BNSF: Manager Public Projects Jason Sanchez 740 E. Carnegie Drive San Bernardino, CA 92408 Email: Jason.Sanchez@bnsf.com Director Bridge Engineering Ron Berry 4515 Kansas Avenue Kansas City, KS 66106 Email: ronald.berry@bnsf.com Project Engineer Greg Rousseau 740 E. Carnegie Drive San Bernardino, CA 92408 Email: Greg.Rousseau@bnsf.com Division Engineer Jimmy Capps 740 E. Carnegie Drive San Bernardino, CA 92408 Email: jimmy.capps@bnsf.com RCTC: Michael Blomquist Toll Program Director Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92502-2208 Office: (951) 778-1098 Fax (951) 787-7920 Email: mblomquist@rctc.org STATE: Department of Transportation Ben Martin Office Chief for Railroads and Utilities Relocation Division of Right of Way & Land Surveys 1120 N. Street, MS 37 Sacramento, CA 95814-5690 Office: (916) 654-5413 Email: ben.martin@dot.ca.gov 4. Except as herein specifically supplemented and amended, the West Porphyry Overhead Construction and Maintenance Agreement, as amended by the Supplemental Agreement, remains in full force and affect. Signature Pages to follow: 72 West Porphyry (Temescal) Overhead - Amendment to Supplemental Agreement, May 15, 2017 3 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by its duly qualified and authorized officials as of the day and year first above written. BNSF RAILWAY COMPANY By: Printed Name: Steve Anderson Title: Vice President Engineering RIVERSIDE COUNTY TRANSPORTATION COMMISSION signature page to follow. 73 West Porphyry (Temescal) Overhead - Amendment to Supplemental Agreement, May 15, 2017 4 RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: _____________________________________________ Name and Title REVIEWED AND RECOMMENDED FOR APPROVAL: By:__________________________________________ Name and Title REVIEWED FOR FISCAL IMPACT: By: __________________________________________ Chief Financial Officer APPROVED AS TO FORM: By:__________________________________________ Best Best & Krieger LLP Counsel to the Riverside County Transportation Commission STATE OF CALIFORNIA signature page to follow. 74 West Porphyry (Temescal) Overhead - Amendment to Supplemental Agreement, May 15, 2017 5 STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION By: __________________________________________ Name: Ben Martin Title: Office Chief for Railroads and Utilities Relocation Division of Right of Way & Land Surveys APPROVED AS TO FORMS AND PROCEDURES: By:__________________________________________ ROGER FORMANEK, Attorney Department of Transportation APPROVAL RECOMMENDED: By:__________________________________________ Denny Fong, P.E. Railroad Agreements Engineer 75 AGENDA ITEM 10 Agenda Item 10 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 25, 2017 TO: Western Riverside County Programs and Projects Committee FROM: David Thomas, Toll Project Manager THROUGH: Michael Blomquist, Toll Program Director SUBJECT: Amendment to Agreement with Inland Empire Resource Conservation District for Compensatory Mitigation for the State Route 91 Corridor Improvement Project STAFF RECOMMENDATION: This item is for the Committee 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. BACKGROUND INFORMATION: In October 2015, the Commission approved Agreement No. 16-31-023-00 with the IERCD for Coastal Sage Scrub Restoration in an amount not to exceed $1,241,459. The Commission contracted with the IERCD for implementation of the compensatory mitigation plan required by the State Route 91 Corridor Improvement Project (91 Project) shown in the figure below. 76 Agenda Item 10 Figure 1: SR-91 Corridor Improvement Project Vicinity Map IERCD is responsible to fulfill all requirements of the compensatory mitigation plan. This includes site preparation, fencing, planting, irrigation, and five years of maintenance. IERCD assumes all responsibility to implement, manage, monitor, and report mitigation progress to the Commission and the agencies involved. In November 2015, IERCD signed a contract with Habitat Restoration Services and started mobilization activities. Below is a summary of the activities that were completed from November 2015 to September 2016: • Right of entry issued May 2016 to IERCD by California Department of Parks and Recreation; • California gnatcatcher (CaGN) and nesting bird surveys; • Insect monitoring; • Placement of flagging for work areas; • Weed abatement; • Early clearing and grubbing for placement of water tank; and • Design of temporary irrigation system. Caltrans is the lead agency for coordination of the 91 Project’s Biological Opinion and Section 7 consultation with U.S. Fish and Wildlife Service (USFWS). In September 2016, Caltrans, through discussions with USFWS, indicated that the restoration work may have an effect on the CaGN, a federally endangered species, which is known to occur at the restoration site. As a result of this potential effect to the CaGN, Caltrans requested a stop work of the restoration activities until 77 Agenda Item 10 Caltrans completes an amendment to the 91 Project Biological Opinion to cover the restoration work (OR/WRIV-08B0733/11F0547 dated November 30, 2011). The Biological Opinion amendment took eight months to coordinate and was received by the Commission on April 28. This is considered reasonable for this unforeseen involvement of a federally endangered species. As a result of the approximate 8-month delay and additional biological monitoring requirements, IERCD indicated that additional funding in the amount of $114,660, would be required to reinitiate the effort and complete the restoration work. The table below provides a summary of the IERCD costs for additional funding required. Additional Costs for IERCD Mitigation Work (due to Biological Opinion delay) Additional Scope Performed by Additional Cost Restore and Maintain Habitat Restoration Services $ 37,253 Plantings Mocking Bird Nursery 8,793 Biological Monitoring IERCD or Habitat Restoration Services 52,800 Implementation & Management IERCD 15,814 Additional funding required $ 114,660 Staff recommends approval of Agreement No. 16-31-023-01, Amendment No. 1 to Agreement No. 16-31-023-00, with IERCD for additional restoration and biological monitoring effort associated with Coastal Sage Scrub Restoration for an additional amount of $114,660, and a total amount not to exceed $1,356,119. Staff also recommends authorization for the Chair or Executive Director, pursuant to legal counsel review, to execute the amendment. Financial Information In Fiscal Year Budget: Yes Year: FY 2017/18 Amount: $114,660 Source of Funds: Measure A Sales Tax Equity Contributions, 2017 Sales Tax Bonds Proceeds, Commercial Paper Proceeds Budget Adjustment: No GL/Project Accounting No.: 003028 81020 262 31 81020 Fiscal Procedures Approved: Date: 09/12/2017 Attachment: Draft Agreement No. 16-31-023-01 78 1 AMENDMENT TO THE AGREEMENT TO FACILITATE COMPENSATORY MITIGATION EFFORTS This Amendment to the Agreement to Facilitate Compensatory Mitigation Efforts (“Amendment”) is entered into this ___ day of _____, 2017 (“Execution Date”) by and between RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a government transportation agency (“RCTC”) and the INLAND EMPIRE RESOURCE CONSERVATION DISTRICT, a governmental special district (“IERCD”). RCTC and IERCD are sometimes referred to individually as “Party” and collectively as “Parties.” RECITALS A. Grantor and Grantee previously entered into an Agreement to Facilitate Compensatory Mitigation Efforts on October 27, 2015 (“Agreement”). B. Pursuant to Section 1.F of the Agreement, IERCD secured a right of entry permit to access the Chino Hills State Park from the California State Department of Parks (the “Department”) in February 2016. C. As a part of the Services performed under the Agreement, IERCD conducted baseline surveys, mapped native vegetation, delineated areas for restoration, obtained approval of a fire plan, completed a CEQA process to satisfy Department requirements, and began site preparation, including the installation of fencing and non-native species removal. D. In September 2016, the United States Fish and Wildlife Service (“FWS”) temporarily halted activities at the Site after learning that RCTC had not completed informal consultation with FWS as outlined in the BO regarding potential impacts to the California Gnatcatcher (“CAGN”) associated with the performance of the Services. E. RCTC completed the informal consultation with FWS as detailed in a letter from FWS addressed to Scott Quinnell dated April 28, 2017 attached as Exhibit A to this Amendment and incorporated herein by this reference (“FWS Letter”) outlining additional biological monitoring requirements and plans to avoid potential negative impacts on CAGN as IERCD continues to perform the Services. F. IERCD requires additional funding from RCTC to offset the additional costs that will be incurred due to the delays described above and the additional requirements by the FWS Letter (“Additional Services”). H. RCTC agrees to pay for the Additional Services and IERCD agrees to restart the Services, along with the Additional Services, upon receipt from RCTC of the Additional Fee, as further defined herein. 79 2 TERMS NOW, THEREFORE, in consideration of the foregoing Recitals, which Recitals are incorporated herein by this reference, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and based on the mutual covenants contained herein, the Parties do hereby modify the Agreement as follows: 1. Capitalized Terms. Capitalized terms used in this Amendment and not separately defined shall have the meaning set forth in the Agreement. 2. Additional Fee. RCTC agrees to pay IERCD ONE HUNDRED FOURTEEN THOUSAND SIX HUNDRED SIXTY AND NO/100’S DOLLARS ($114,660.00), reflecting IERCD’s reasonable additional costs to perform the Additional Services, as described in the Recitals above (“Additional Fee”). This amount is in addition to the Fee paid by RCTC to IERCD under the Agreement. 3. When Payment Due. The Parties agree that the Additional Fee is due and payable in full on the Execution Date of this Agreement. IERCD agrees to provide RCTC with a written letter of receipt no later than 7 days after receipt of the Additional Fee. 4. Remainder Unchanged. Subject to the modifications described above, the Agreement remains in effect and binding upon the Parties. [Remainder of Page Intentionally Left Blank] 80 3 SIGNATURE PAGE TO THE AMENDMENT TO THE AGREEMENT TO FACILITATE COMPENSATORY MITIGATION EFFORTS IN WITNESS WHEREOF, the Parties hereto have executed this Amendment on the date as indicated beside each Party’s signature. Dated: , 2017 GRANTOR: RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a government transportation agency By: Anne Mayer, Executive Director Dated: , 2017 GRANTEE: INLAND EMPIRE RESOURCE CONSERVATION DISTRICT, a governmental special district By: Paul Williams, President 81 4 Exhibit A (April 28, 2017 Letter from FWS to Mr. Scott Quinnell) 82 5 83 6 84 AGENDA ITEM 11 Agenda Item 11  RIVERSIDE COUNTY TRANSPORTATION COMMISSION  DATE: September 25, 2017  TO: Western Riverside County Programs and Projects Committee  FROM: Edda Rosso, Capital Projects Manager  THROUGH: Marlin Feenstra, Project Delivery Director  SUBJECT: Amendment to Agreement with Best, Best & Krieger LLP for Legal Services for  the Perris Valley Line Project    STAFF RECOMMENDATION:    This item is for the Committee 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;  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:    At its September 12, 2012 meeting following a competitive procurement process, the  Commission awarded Agreement No. 12‐33‐115‐00 to BB&K to provide legal services for the PVL  project for the total amount not to exceed $475,000.  At that time, it was anticipated the project  would be closed out in December 2015.  Due to the extension of the environmental process as a  result of California Environmental Quality Act litigation, the extended construction period, and  the current negotiations with the construction contractor, the actual completion of construction  has not occurred.    General legal services for the Commission and its projects and programs have been provided by  BB&K primarily through the annual recurring contract process.  These legal services have been  funded with local funds in the past.  The Federal Transit Administration’s (FTA) Small Starts grant  program utilized to partially fund the PVL project required all contracts to be competitively  procured in accordance with federal requirements.  In October 16, 2012, the Commission entered  into an agreement with BB&K; the new separate agreement contained the required federal  clauses.            85 Agenda Item 11  DISCUSSION:    At this time, additional funding is needed to continue the close out process of the project and to  defend claims submitted by the construction contractor.  BB&K continues its legal services by  responding to requests for information and providing legal support to the Commission.  BB&K  has hired a firm to assist on the technical matters of the claim and those additional expert costs  are included in this amendment.  These additional services are required and were not envisioned;  however, they are consistent with the original scope.  Accordingly, staff requests approval of the  amendment.  The amendment is necessary since the duration of construction and project close  out will be longer than originally anticipated.    The cost for the proposed services is $775,000, and staff requests approval for these additional  services.  Accordingly, the total authorized not to exceed amount for the agreement will be   $1.25 million.  These additional costs are eligible for and will be funded with Congestion  Mitigation and Air Quality (CMAQ) and State Transportation Improvement Program (STIP) funds,  which are already programmed on this project.      Financial Information  In Fiscal Year Budget: No Year: FY 2017/18 Amount: $775,000  Source of Funds: CMAQ (federal), STIP (state) Budget Adjustment: Yes  GL/Project  Accounting Nos.:  003823 414 41403 221 33 41401 $686,100 (federal revenues)  003823 415 41502 221 33 41501 $88,900 (state revenues)  003823 65101 221 33 65101    $775,000 (expenditures)  Fiscal Procedures Approved: Date: 09/18/2017    Attachment:  Draft BBK Agreement No. 12‐33‐115‐01  86 Agreement No. 12-33-115-01 AMENDMENT NO. 1 TO AGREEMENT FOR LEGAL COUNSEL SERVICES FOR THE PERRIS VALLEY LINE RAIL PROJECT 1. PARTIES AND DATE This Amendment No. 1 to the Agreement for Legal Services for the Perris Valley Line Project is made and entered into as of this ___ day of _______, 2017, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (“Commission”) and BEST, BEST & KRIEGER ("Consultant"), a Limited Liability Partnership. 2. RECITALS 2.1 The Commission and the Consultant have entered into an agreement dated October 16, 2012 for the purpose of providing legal services for the Perris Valley Line Rail Project (the "Master Agreement"). 2.2 The parties now desire to amend the Master Agreement in order to extend the term and to provide additional compensation for continued legal services. 3. TERMS 3.1 The term of the Master Agreement, as set forth in Section 3.3 of the Master Agreement, is hereby extended through December 31, 2018. 3.2 The maximum compensation for Services performed pursuant to this Amendment shall be Seven Hundred Seventy Five Thousand Dollars ($775,000). 3.3 The total not-to-exceed amount of the Master Agreement, as amended by this Amendment No. 1, shall be increased from Four Hundred Seventy-Five Thousand Dollars ($475,000) to One Million Two Hundred and Fifty Thousand Dollars ($1,250,000). 3.4 Except as amended by this Amendment No. 1, all provisions of the Master Agreement including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the parties under this Amendment. 87 IN WITNESS WHEREOF, the parties hereto have executed the Agreement on the date first herein above written. RIVERSIDE COUNTY BEST, BEST & KRIEGER TRANSPORTATION COMMISSION ___________________________ Signature By: _____________________________ ___________________________ John F. Tavaglione, Chair Name ___________________________ Title 88 AGENDA ITEM 12 Agenda Item 12 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 25, 2017 TO: Western Riverside County Programs and Projects Committee FROM: Gary Ratliff, Facilities Administrator THROUGH: Marlin Feenstra, Project Delivery Director SUBJECT: Agreement for On-Call Maintenance and Repair Services for the Commuter Rail Stations STAFF RECOMMENDATION: This item is for the Committee 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. BACKGROUND INFORMATION: The Commission owns and operates nine commuter rail stations (Riverside Downtown, La Sierra, North Main Corona, Jurupa Valley/Pedley, West Corona, Riverside-Hunter Park, Moreno Valley/March Field, Perris Downtown, and Perris South). Station maintenance and repair services are essential to preserve and maintain the Commission’s property investments. On-call station maintenance and repair services efficiently and effectively respond to hazards and provide safety measures generally related to minor construction repairs for pavement, gates and fencing, signs, safety rails, pathways, shelters, and plumbing. In September 2012, the Commission awarded an agreement to provide on-call station repair and maintenance services for a three-year term, and two one-year options, for a total amount of $1.25 million. At that time the Commission owned and operated five stations. With the inauguration of the Perris Valley Line on June 6, 2016, four new commuter rail stations were added for a total of nine stations. In June 2016 the Commission approved an additional amount of $850,000 to the existing agreement for an aggregate contract value of $2.1 million. 89 Agenda Item 12 The station repair and maintenance services are necessary to support the needs of the Commission’s nine commuter rail stations. Accordingly, staff initiated a procurement for these services. Procurement Process Staff determined the weighted factor method of source selection to be the most appropriate for this procurement, as it allows the Commission to identify the most advantageous proposal with price and other factors considered. Non-price factors include elements such as qualifications of firm, personnel, and the ability to respond to the Commission’s needs for on-call maintenance and repair services for the commuter rail stations as set forth under the terms of the Request For Proposals (RFP) No. 18-24-001-00. RFP No. 18-24-001-00 for on-call maintenance and repair services for the commuter rail stations was released by staff on July 13. A public notice was advertised in the Press Enterprise, and the RFP was posted on the Commission’s PlanetBids website, which is accessible through the Commission’s website. Utilizing PlanetBids, emails were sent to 271 firms, 66 of which are located in Riverside County. Through the PlanetBids site, 17 firms downloaded the RFP; 5 of these firms are located in Riverside County. One firm – Braughton Construction, Inc. (Rancho Cucamonga) – submitted a proposal. Utilizing the evaluation criteria set forth in the RFP, the proposal was evaluated and scored by an evaluation committee comprised of Commission and Bechtel staff. Since staff received one proposal, it reviewed the solicitation specifications for undue restrictiveness and surveyed potential sources that chose not to submit a proposal. Reasons for not submitting a proposal included other contractors having limited staff and enough projects on-hand. Staff concluded the requirements listed in the scope of work and other terms and conditions were not unnecessarily or excessively restrictive, an adequate opportunity to compete was provided, and factors other than the solicitation were responsible for the receipt of one proposal for this RFP. Accordingly, the evaluation committee provided final scoring based on a comprehensive evaluation of the written proposal. Based on the evaluation committee’s assessment, the evaluation committee determined Braughton Construction, Inc. to be qualified to perform the work outlined in the scope of services. As a result of the evaluation committee’s assessment of the written proposal, the evaluation committee recommends Braughton Construction, Inc. for award of on-call maintenance and repair services for the commuter rail stations for a three-year term in the aggregate amount of $2.72 million, including a $120,000 contingency amount. Initially, this RFP contemplated an award for an additional two, two-year options; however, since only one qualified proposal was submitted, staff determined that the agreement term should be for a shorter period in order to conduct a new procurement that may yield additional proposals. 90 Agenda Item 12 The Commission’s model on-call maintenance and repair services agreement will be entered into with Braughton Construction, Inc., subject to any changes approved by the Executive Director, and pursuant to legal counsel review. The work is to be issued on an as-needed task order basis. Staff oversight of the contract will work to maximize the effectiveness of the consultants and minimize costs to the Commission. Staff projections for the maintenance and repair services and related funding under the new agreement are based on the following assumptions: • $400,000 in annual maintenance and repair expenditures for all nine commuter rail stations to be funded primarily using 2009 Measure A Western County rail funds; • $1.4 million for rehabilitation and efficiency projects (pavement rehabilitation and seals, concrete, fence, gates, Americans with Disabilities Act improvements, pedestrian pathways and shelters) for which grant funds are available or are expected in the future; and • $120,000 in contingency. Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2017/18 FY 2018/19+ Amount: $1,400,000 $1,320,000 Source of Funds: Measure A, Local Transportation Funds, Proposition 1B, Low Carbon Transit Operations Program, Mobile Source Air Pollution Reduction Review Committee, Federal Transit Administration Budget Adjustment: No N/A GL/Project Accounting No.: 244001 73304 00000 0000 103 24 73301 244002 73304 00000 0000 103 24 73301 244003 73304 00000 0000 103 24 73301 244004 73304 00000 0000 103 24 73301 244006 73304 00000 0000 103 24 73301 244010 73304 00000 0000 103 24 73301 244020 73304 00000 0000 103 24 73301 244021 73304 00000 0000 103 24 73301 244022 73304 00000 0000 103 24 73301 004011 90701 00000 0000 265 33 90501 004011 90601 00000 0000 265 33 90101 Fiscal Procedures Approved: Date: 09/12/2017 Attachment: Draft On-Call Maintenance and Repair Services Agreement No. 18-24-001-00 91 APPENDIX B - 1 17336.00600\29957195.1 RIVERSIDE COUNTY TRANSPORTATION COMMISSION ON-CALL MAINTENANCE AND REPAIR SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this [***INSERT DAY***] day of [***INSERT MONTH***], [***INSERT YEAR***] by and between the Riverside County Transportation Commission (“Commission”) and [***INSERT NAME***], a [***[INSERT TYPE OF ENTITY - CORPORATION, PARTNERSHIP, SOLE PROPRIETORSHIP OR OTHER LEGAL ENTITY]***] with its principal place of business at [***INSERT ADDRESS***] (“Contractor”). Commission and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement. 2. RECITALS. 2.1 Commission is the Transportation Commission for the County of Riverside and organized under the laws of the State of California with the power to contract for services necessary to achieve its purpose. 2.2 Commission owns and operates nine (9) commuter rail stations and one transit center serving Riverside County, the addresses and descriptions of which are set forth in Exhibit “A”, attached hereto and incorporated herein by reference (“Commuter Rail Stations”). 2.3 On or about July 13, 2017, Commission issued a Request for Proposals No. 18-24-001-00 (“RFP”), pursuant to which Commission sought proposals from contractors to provide on-call maintenance and repair services for the Commuter Rail Stations. 2.4 Contractor desires to perform and assume responsibility for the provision of on-call maintenance and repair services required by Commission on the terms and conditions set forth in this Agreement and in the task order(s) to be issued pursuant to this Agreement and executed by the Commission and Contractor ("Task Order"). 2.5 The work generally includes the maintenance and repair of the Commuter Rail Stations. Contractor represents that it is a professional Contractor, experienced in providing on-call maintenance and repair services to public clients, and is familiar with the plans of Commission. 2.6 Commission desires to engage Contractor to render on-call maintenance and repair services for the Commuter Rail Stations. On-call maintenance and repair services shall be generally as set forth in Exhibit “A”, attached hereto and incorporated herein by reference. On-call maintenance and repair services shall be ordered by Task Order(s) to be issued pursuant to this Agreement for future projects as set forth herein. The services set forth in 92 APPENDIX B - 2 17336.00600\29957195.1 Exhibit “A” and each individual project ordered under a Task Order shall be referred to, herein, collectively, as the “Project”. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Contractor promises and agrees to furnish to Commission all labor materials, tools, equipment, services, and incidental and customary work, as necessary, to fully and adequately provide the any on-call maintenance and repair services for the Commuter Rail Stations required by Commission, as shall be generally described in Exhibit “A” and as more specifically described in each Task Order, collectively referred to herein as the "Services". On-call Services shall be more particularly described in the individual Task Orders issued by the Commission’s Executive Director or designee. No on-call Services shall be performed unless authorized by a fully executed Task Order in the form attached hereto as Exhibit "C". All Services shall be subject to, and performed in accordance with this Agreement, the relevant Task Order, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from [***INSERT START DATE***] to [***INSERT ENDING DATE***], unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services. 3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. Commission retains Contractor on an independent contractor basis and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of Commission and shall at all times be under Contractor’s exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance. 3.2.2 Schedule of Services. Contractor shall perform the maintenance and repair Services expeditiously, within the term of this Agreement, and in accordance with any schedule set forth in each Task Order (collectively, "Schedule of Services"). Contractor shall be required to commence work on a Task Order within five (5) days of receiving a fully executed Task Order. Contractor represents that it has the professional and technical personnel 93 APPENDIX B - 3 17336.00600\29957195.1 required to perform the Services in conformance with such conditions. In order to facilitate Contractor’s conformance with each Schedule, the Commission shall respond to Contractor’s submittals in a timely manner. Upon the Commission’s request, Contractor shall provide a more detailed schedule of anticipated performance to meet the relevant Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of Commission. 3.2.4 Commission’s Representative. The Commission hereby designates [***INSERT NAME OR TITLE***], or his or her designee, to act as its representative for the performance of this Agreement (“Commission’s Representative”). Commission’s Representative shall have the power to act on behalf of the Commission for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the Commission’s Representative or his or her designee. 3.2.5 Contractor’s Representative. Contractor hereby designates [***INSERT NAME OR TITLE***], or his or her designee, to act as its representative for the performance of this Agreement (“Contractor’s Representative”). Contractor’s Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.6 Coordination of Services. Contractor agrees to work closely with Commission staff in the performance of Services and shall be available to Commission’s staff, consultants and other staff at all reasonable times. 3.2.7 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the Commission, any services necessary to correct errors or omissions which are caused by the Contractor’s failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub-contractors who is determined by the Commission to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the Commission, shall be promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project. 94 APPENDIX B - 4 17336.00600\29957195.1 3.2.8 Period of Performance. Contractor shall perform the Services in strict accordance with any completion schedule or Project milestones described in each Task Order. Contractor agrees that if the Services are not completed within the aforementioned performance time and/or pursuant to any such completion schedule or Project milestones developed pursuant to provisions of this Agreement and included in any Task Order, it is understood, acknowledged and agreed that the Commission will suffer damage. 3.2.9 Disputes. Should any dispute arise respecting the true value of any work done, of any work omitted, or of any extra work which Contractor may be required to do, or respecting the size of any payment to Contractor during the performance of this Contract, Contractor shall continue to perform the Work while said dispute is decided by the Commission. If Contractor disputes the Commission’s decision, Contractor shall have such remedies as may be provided by law. 3.2.10 Laws and Regulations; Employee/Labor Certifications. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the Commission, Contractor shall be solely responsible for all costs arising therefrom. Commission is a public entity of the State of California subject to, among other rules and regulations, the Public Utilities Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a county transportation commissions are a part of this Agreement to the same extent as though set forth herein and will be complied with. These include but are not limited to the payment of prevailing wages, the stipulation that eight (8) hours' labor shall constitute a legal day's work and that no worker shall be permitted to work in excess of eight (8) hours during any one calendar day except as permitted by law. Contractor shall defend, indemnify and hold Commission, its officials, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10.1 Employment Eligibility; Contractor. By executing this Agreement, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Contractor. Contractor also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Contractor shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Contractor shall maintain records 95 APPENDIX B - 5 17336.00600\29957195.1 of each such verification, and shall make them available to the Commission or its representatives for inspection and copy at any time during normal business hours. The Commission shall not be responsible for any costs or expenses related to Contractor’s compliance with the requirements provided for in Section 3.2.10 or any of its sub-sections. 3.2.10.2 Employment Eligibility; Subcontractors, Sub- subcontractors and consultants. To the same extent and under the same conditions as Contractor, Contractor shall require all of its subcontractors, sub-subcontractors and consultants performing any work relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1. 3.2.10.3 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Contractor verifies that they are a duly authorized officer of Contractor, and understands that any of the following shall be grounds for the Commission to terminate the Agreement for cause: (1) failure of Contractor or its subcontractors, sub- subcontractors or consultants to meet any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Contractor under Section 3.2.10.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements. 3.2.10.4 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.2.10.5 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of Commission’s Disadvantaged Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.2.10.6 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARB). Contractor shall specifically be aware of the CARB limits and requirements’ application to "portable equipment", which definition is considered by CARB to include any item of equipment with a fuel-powered engine. Contractor shall indemnify Commission against any fines or penalties imposed by CARB or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement. 96 APPENDIX B - 6 17336.00600\29957195.1 3.2.10.7 Water Quality. (A) Management and Compliance. To the extent applicable, Contractor’s Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws, rules and regulations of the Environmental Protection Agency and the State Water Resources Control Board; the Commission’s rules regarding discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State. (B) Liability for Non-Compliance. Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Contractor or Commission to penalties, fines, or additional regulatory requirements. Contractor shall defend, indemnify and hold the Commission, its officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or other regulatory requirements imposed as a result of Contractor’s non-compliance with the laws, regulations and policies described in this Section, unless such non-compliance is the result of the sole established negligence, willful misconduct or active negligence of the Commission, its officials, officers, agents, employees or authorized volunteers. (C) Training. In addition to any other standard of care requirements set forth in this Agreement, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this Section. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by Commission, regarding the requirements of the laws, regulations and policies described in this Section as they may relate to the Services provided under this Agreement. Upon request, Commission will provide Contractor with a list of training programs that meet the requirements of this paragraph. 3.2.11 Insurance. 3.2.11.1 Time for Compliance. Contractor shall not commence work under this Agreement until it has provided evidence satisfactory to the Commission that it has secured all insurance required under this section, in a form and with insurance companies acceptable to the Commission. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. 3.2.11.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance 97 APPENDIX B - 7 17336.00600\29957195.1 for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) if Contractor has an employees, Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Practices Liability limits of $1,000,000 per accident. 3.2.11.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms approved by the Commission to add the following provisions to the insurance policies: (A) General Liability. (i) Commercial General Liability Insurance must include coverage for (1) bodily Injury and property damage; (2) personal Injury/advertising Injury; (3) premises/operations liability; (4) products/completed operations liability; (5) aggregate limits that apply per Project; (6) explosion, collapse and underground (UCX) exclusion deleted; (7) contractual liability with respect to this Agreement; (8) broad form property damage; and (9) independent contractors coverage. (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 98 APPENDIX B - 8 17336.00600\29957195.1 insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the Commission, its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the Commission, its directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, its directors, officials, officers, employees and agents shall be excess of the Contractor’s insurance and shall not be called upon to contribute with it in any way. (C) Workers’ Compensation and Employers Liability Coverage. (i) Contractor certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) The insurer shall agree to waive all rights of subrogation against the Commission, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages. (i) Defense costs shall be payable in addition to the limits set forth hereunder. (ii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified 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 99 APPENDIX B - 9 17336.00600\29957195.1 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) Contractor shall provide the Commission at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Contractor shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Contractor shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the Commission at least ten (10) days prior to the effective date of cancellation or expiration. (v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Contractor shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Contractor shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Contractor, and any approval of said insurance by the Commission, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (vii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Commission has the right but not the duty to obtain the insurance it deems necessary and any premium paid by Commission will be promptly reimbursed by Contractor or Commission will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, Commission may cancel this Agreement. The Commission may require the Contractor to provide complete copies of all insurance policies in effect for the duration of the Project. (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: 100 APPENDIX B - 10 17336.00600\29957195.1 3.2.11.4 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the Commission. If the Commission does not approve the deductibles or self-insured retentions as presented, Contractor shall guarantee that, at the option of the Commission, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Commission, its directors, officials, officers, employees and agents; or, (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.11.5 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the Commission. 3.2.11.6 Verification of Coverage. Contractor shall furnish Commission with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the Commission. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the Commission before work commences. The Commission reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.11.7 Subcontractor Insurance Requirements. Contractor shall not allow any subcontractors or subcontractors to commence work on any subcontract until they have provided evidence satisfactory to the Commission that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subcontractors shall be endorsed to name the Commission as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Contractor, the Commission may approve different scopes or minimum limits of insurance for particular subcontractors or subcontractors. 3.2.12 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.13 Accounting Records. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of Commission during normal business hours to examine, audit, and make transcripts or copies of such records and any 101 APPENDIX B - 11 17336.00600\29957195.1 other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.3 Fees and Payments; Labor Code Requirements; Bonds 3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and incorporated herein by reference. The total compensation per Task Order shall be set forth in the relevant Task Order, and shall not exceed said amount without the written approval of the Commissioner’s Executive Director. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Contractor shall submit to Commission a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. Commission shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by Commission. 3.3.4 Extra Work. At any time during the term of this Agreement, Commission may request that Contractor perform Extra Work. As used herein, “Extra Work” means any work which is determined by Commission to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from Commission’s Representative. 3.3.5 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. Since the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Commission shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor’s principal place of business and at the project site. Contractor shall defend, indemnify and hold the Commission, its officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 102 APPENDIX B - 12 17336.00600\29957195.1 3.3.6 Payroll Records. In accordance with the requirements of California Labor Code Section 1776, Contractor shall keep accurate payroll records which are either on forms provided by the Division of Labor Standards Enforcement or which contain the same information required by such forms. Responsibility for compliance with California Labor Code Section 1776 shall rest solely with Contractor, and Contractor shall make all such records available for inspection at all reasonable hours. 3.3.7 Registration. Since the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractor. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. 3.3.8 Employment of Apprentices. This Agreement shall not prevent the employment of properly indentured apprentices in accordance with the California Labor Code, and no employer or labor union shall refuse to accept otherwise qualified employees as 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, Contractor and any subcontractor hereunder who employs workers in any apprenticeable craft or trade shall apply to the joint apprenticeship council administering applicable standards for a certificate approving Contractor or any sub-contractor for the employment and training of apprentices. Upon issuance of this certificate, Contractor and any sub-contractor shall employ the number of apprentices provided for therein, as well as contribute to the fund to administer the apprenticeship program in each craft or trade in the area of the work hereunder. The parties expressly understand that the responsibility for compliance with provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California Labor Code in regard to all apprenticeable occupations lies with Contractor. 3.3.9 Eight-Hour Law. Pursuant to the provisions of the California Labor Code, eight hours of labor shall constitute a legal day's work, and the time of service of any worker employed on the work shall be limited and restricted to eight hours during any one calendar day, and forty hours in any one calendar week, except when payment for overtime is made at not less than one and one-half the basic rate for all hours worked in excess of eight hours per day ("Eight-Hour Law"), unless Contractor or the Services are not subject to the Eight-Hour Law. Contractor shall forfeit to Commission as a penalty, $50.00 for each worker employed in the execution of this Agreement by him, or by any sub-contractor under him, for each calendar day during which such workman is required or permitted to work more than eight hours in any calendar day and forty hours in any one calendar week without such compensation for overtime violation of the provisions of the California Labor Code, unless Contractor or the Services are not subject to the Eight-Hour Law. 103 APPENDIX B - 13 17336.00600\29957195.1 3.3.10 Bonds. 3.3.10.1 Payment Bond. [**NOTE: Payment Bond may be required for some task orders of $25,000 or more**]If requested by the Commission as part of a Task Order proposal request, Contractor shall execute and provide to the Commission concurrently with the executed Task Order a payment bond in an amount required by the Commission and in a form provided or approved by the Commission. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the Commission. 3.3.10.2 Bond Provisions. Should, in the Commission’s sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the affected bond within (ten) 10 days of receiving notice from Commission. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the Commission, and Contractor shall post an acceptable replacement bond at least ten (10) days prior to expiration of the original bond. No further payments shall be deemed due or will be made under the relevant Task Order until any replacement bond required by this section are accepted by the Commission. To the extent, if any, that the total price under a Task Order requiring a bond is increased in accordance with this Agreement, the Contractor shall, upon request of the Commission, cause the amount of the bond to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the Commission. 3.3.10.3 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in California Code of Civil Procedure Section 995.120, shall be accepted. The surety must be a California-admitted surety and satisfactory to the Commission. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the Commission. 3.4 Termination of Agreement. 3.4.1 Grounds for Termination. Commission may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those services which have been adequately rendered to Commission, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause. 3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, Commission may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 104 APPENDIX B - 14 17336.00600\29957195.1 3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, Commission may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5 General Provisions. 3.5.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: COMMISSION: ______________________ Riverside County ______________________ Transportation Commission ______________________ 4080 Lemon Street, 3rd Floor _____________________ Riverside, CA 92501 Attn: ________________ Attn: Executive Director Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.2 Indemnification. 3.5.2.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the Commission, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions of Contractor, its officials, officers, employees, subcontractors, contractors or agents in connection with the performance of the Services, the Project, this Agreement or any Task Order, including without limitation the payment of all consequential damages, expert witness fees and attorneys’ fees and other related costs and expenses. The only limitations on this provision shall be those imposed by Civil Code Section 2782. 3.5.2.2 Additional Indemnity Obligations. Contractor shall defend, with Counsel of Commission's choosing and at Contractor’s own cost, expense and risk, any and all claims, suits, actions or other proceedings of every kind covered by Section 3.5.2.1 that may be brought or instituted against Commission or its officials, officers, employees, volunteers and agents. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against Commission or its officials, officers, employees, volunteers and agents as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse Commission for the cost of any settlement paid by Commission or its officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for Commission’s attorneys’ fees and costs, including expert witness fees. Contractor shall reimburse Commission and its officials, officers, employees, agents, and/or 105 APPENDIX B - 15 17336.00600\29957195.1 volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the Commission, its officials officers, employees, agents, or volunteers. 3.5.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the Commission. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the Commission. 3.5.4 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.5 Commission’s Right to Employ Other Contractors. Commission reserves right to employ other contractors in connection with this Project. 3.5.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.7 Assignment or Transfer. Contractor shall not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the Commission. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 3.5.8 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to Commission include its officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement. 106 APPENDIX B - 16 17336.00600\29957195.1 3.5.9 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.10 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise. 3.5.11 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.5.7, there are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.12 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.13 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the Commission’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, Commission shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of Commission, during the term of his or her service with Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.14 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.15 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.16 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.5.17 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 107 APPENDIX B - 17 17336.00600\29957195.1 3.5.18 Federal Provisions. Funding for Services under a Task Order may be provided, in whole or in part, by the Federal Transportation Administration (“FTA”) or by the California Department of Transportation (Caltrans). Contractor shall also fully and adequately comply with the Caltrans or FTA provisions included in Exhibit “D” (State and Federal Requirements) attached hereto and incorporated herein by reference (“State/Federal Requirements”), as applicable based on the funding source for the relevant Task Order. With respect to any conflict between such State/Federal Requirements and the terms of this Agreement and/or the provisions of state law, the more stringent requirement shall control. [SIGNATURES ON NEXT PAGE] 108 APPENDIX B - 18 17336.00600\29957195.1 SIGNATURE PAGE FOR ON-CALL MAINTENANCE AND REPAIR SERVICES AGREEMENT BETWEEN THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION AND [***INSERT NAME***] IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first set forth above. RIVERSIDE COUNTY TRANSPORTATION COMMISSION [INSERT NAME] [INSERT TITLE] Approved as to form: Best Best & Krieger LLP General Counsel CONTRACTOR Signature Name Title ATTEST: Signature Name Title A corporation requires the signatures of two corporate officers. One signature shall be that of the chairman of board, the president or any vice president and the second signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation. If the above referenced persons are not the intended signators, evidence of signature authority shall be provided to RCTC. 109 APPENDIX B - 19 17336.00600\29957195.1 EXHIBIT “A” SCOPE OF SERVICES [***SCOPE FROM RFP TO BE INCLUDED***] 110 APPENDIX B - 20 17336.00600\29957195.1 EXHIBIT “B” COMPENSATION [***RATES & AUTHORIZED REIMBURSABLE EXPENSES TO BE INCLUDED***] 111 APPENDIX B - 21 17336.00600\29957195.1 EXHIBIT “C” SAMPLE TASK ORDER FORM RIVERSIDE COUNTY TRANSPORTATION COMMISSION TASK ORDER Task Order No. _____________ Agreement No. ______________ Funding Source ___________________ Contractor: _________________________ The Contractor is hereby authorized to perform the following work subject to the provisions of the Agreement identified above: List any attachments: (Please provide if any.) Dollar Amount of Task Order: Not to exceed $_____,_____.00 Completion Date: _____________, 201__ The undersigned Contractor hereby agrees that it will provide all equipment, furnish all materials, except as may be otherwise noted above, and perform all services for the work above specified in accordance with the Contract identified above and will accept as full payment therefore the amount shown above. Riverside County Transportation Commission Contractor Dated: _________________ Dated: _________________ By: ________________________ By: ____________________ Title: ________________________ Title: ____________________ 112 APPENDIX B - 22 17336.00600\29957195.1 EXHIBIT “D” STATE & FEDERAL REQUIREMENTS [***TO BE INSERTED FROM RFP***] 113