Loading...
04 April 23, 2018 Western Riverside County Programs and ProjectsComments are welcomed by the Commission. If you wish to provide comments to the Commission, please complete and submit a Speaker Card to the Clerk of the Board. MEETING AGENDA Western Riverside County Programs and Projects Committee Time: 1:30 p.m. Date: April 23, 2018 Location: BOARD ROOM County of Riverside Administration Center 4080 Lemon St, First Floor, Riverside CA 92501 COMMITTEE MEMBERS Adam Rush, Chair/Clint Lorimore, City of Eastvale Brian Berkson, Vice Chair/Verne Lauritzen, City of Jurupa Valley Deborah Franklin/Art Welch, City of Banning Karen Spiegel/Randy Fox, City of Corona Neil Winter/John Denver, City of Menifee Victoria Baca/Ulises Cabrera, 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 J. 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-00046 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, April 23, 2018 BOARD ROOM County Administrative Center 4080 Lemon Street, First Floor Riverside, California In compliance with the Brown Act and Government Code Section 54957.5, agenda materials distributed 72 hours prior to the meeting, which are public records relating to open session agenda items, will be available for inspection by members of the public prior to the meeting at the Commission office, 4080 Lemon Street, Third Floor, Riverside, CA, and on the Commission’s website, www.rctc.org. In compliance with the Americans with Disabilities Act, Government Code Section 54954.2, and the Federal Transit Administration Title VI, please contact the Clerk of the Board at (951) 787-7141 if special assistance is needed to participate in a Commission meeting, including accessibility and translation services. Assistance is provided free of charge. Notification of at least 48 hours prior to the meeting time will assist staff in assuring reasonable arrangements can be made to provide assistance at the meeting. 1. CALL TO ORDER 2. ROLL CALL 3. PLEDGE OF ALLEGIANCE 4. PUBLIC COMMENTS – Each individual speaker is limited to speak three (3) continuous minutes or less. The Committee may, either at the direction of the Chair or by majority vote of the Committee, waive this three minute time limitation. Depending on the number of items on the Agenda and the number of speakers, the Chair may, at his/her discretion, reduce the time of each speaker to two (2) continuous minutes. Also, the Committee may terminate public comments if such comments become repetitious. In addition, the maximum time for public comment for any individual item or topic is thirty (30) minutes. Speakers may not yield their time to others without the consent of the Chair. Any written documents to be distributed or presented to the Committee shall be submitted to the Clerk of the Board. This policy applies to Public Comments and comments on Agenda Items. Under the Brown Act, the Board should not take action on or discuss matters raised during public comment portion of the agenda which are not listed on the agenda. Board members may refer such matters to staff for factual information or to be placed on the subsequent agenda for consideration. 5. APPROVAL OF MINUTES – MARCH 26, 2018 Western Riverside County Programs and Projects Committee April 23, 2018 Page 2 6. ADDITIONS/REVISIONS (The Committee may add an item to the Agenda after making a finding that there is a need to take immediate action on the item and that the item came to the attention of the Committee subsequent to the posting of the agenda. An action adding an item to the agenda requires 2/3 vote of the Committee. If there are less than 2/3 of the Committee members present, adding an item to the agenda requires a unanimous vote. Added items will be placed for discussion at the end of the agenda.) 7. CONGESTION MITIGATION AND AIR QUALITY FUNDING INCREASE FOR TEMECULA PARK-N- RIDE FACILITY Page 1 Overview This item is for the Committee to: 1) Approve Agreement No. 14-72-135-01, Amendment No. 1 to Agreement No. 14-72- 135-00, with the city of Temecula to increase Congestion Mitigation and Air Quality (CMAQ) funds from $1,300,750 to $1,908,031 to construct the park-and-ride facility at La Paz Street; and 2) Forward to the Commission for final action. 8. STATE ROUTE 91 CORRIDOR OPERATIONS PROJECT AND TRAFFIC AND REVENUE STUDY UPDATE AND REQUEST FOR VARIOUS AUTHORIZATIONS Page 7 Overview This item is for the Committee to: 1) Authorize staff to implement the SR-91 Corridor Operations Project (91 COP) to include the following improvements: a. All project development activities needed to complete environmental approvals, final design, and construction of: i. I-15 northbound 91 Express Lanes Ingress Improvement Option No. 1 (I-15 NB EL Option 1); and ii. SR-91 westbound General Purpose Lane Improvement Option No. 3 (91 WB GP Option 3); b. All project development activities needed to complete environmental approvals and final design of SR-91 westbound General Purpose Lane Improvement modified Option No. 4 (91 WB GP Option 4); 2) Direct staff to return in Fall 2018 with a recommendation regarding the construction of 91 WB GP Option 4; 3) Authorize the Executive Director, or her designee, to negotiate and execute: a. Contract amendments or change orders, as applicable, to the following agreements as it is in the public interest and best interest of the Commission to conduct a non-competitive procurement: i. Agreement No. 09-31-081-00 with the Parsons Transportation Group (Parsons), as the SR-91 Corridor Improvement Project’s (91 Project) Western Riverside County Programs and Projects Committee April 23, 2018 Page 3 project and construction manager (PCM), for project development services to implement the 91 COP for an amount as necessary to complete the work currently estimated at $3,192,000; ii. Agreement No. 17-31-079-00 with the Bechtel Corporation (Bechtel), as the Commission’s capital project delivery staff augmentation, for project development services to implement the 91 COP for an amount as necessary to complete the work currently estimated at $300,000; and iii. Agreement No. 16-31-057-00 with Skanska-Ames, a Joint Venture (Skanska-Ames), as the existing I-15 Express Lane Project (I-15 ELP) design-build contractor, to construct: a. I-15 NB EL Option 1 for an amount as necessary to complete the work currently estimated at $192,000; and b. 91 WB GP Option 3 for an amount as necessary to complete the work currently estimated at $286,000; b. New contract(s) should the Executive Director determine, on behalf of the Commission, and as an alternative to 3(A)(iii) above, it is in the public interest and best interest of the Commission to advertise one or more new procurement(s) to construct: i. I-15 NB EL Option 1 for an amount as necessary to complete the work currently estimated at $160,000; and ii. 91 WB GP Option 3 for an amount as necessary to complete the work currently estimated at $238,000; 4) Approve Agreement No. 10-31-099-08, Amendment No. 8 to Agreement No. 10-31- 099-00, with Stantec Consulting Services Inc. (Stantec) for an update to the 2012 91 Express Lanes Investment Grade Traffic and Revenue Study for an amount as necessary to complete the work currently estimated at $500,000 as it is in the public interest and best interest of the Commission to conduct a non-competitive procurement; 5) Authorize the expenditure of 91 Express Lanes toll revenue designated as surplus in accordance with the 2013 Toll Revenue Bonds Indenture to fund all 91 COP and 91 Express Lanes traffic and revenue study expenses approved as part of this item for an amount as necessary to complete the work under the contracts described herein, as the same may be further modified or amended by the Executive Director in the best interest of the Commission and without further Committee action, currently estimated at $4,470,000; 6) Approve adjustments to the FY 2017/18 budget to increase project development costs for the 91 COP and professional costs related to the 91 Express Lanes Investment Grade Traffic and Revenue Study update and corresponding transfers of surplus toll revenues from the RCTC 91 Express Lanes Enterprise Fund to the 2009 Measure A Western County Highway Fund for an amount as necessary to complete the work currently estimated at $1 million; 7) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute all necessary agency agreements or amendments to existing agency agreements for the implementation of the 91 COP including cooperative and funding agreements with Caltrans, Orange County Transportation Authority, California Highway Patrol, and other agencies, as deemed necessary; and 8) Forward to the Commission for final action. Western Riverside County Programs and Projects Committee April 23, 2018 Page 4 9. AMENDMENT TO THE I-15 EXPRESS LANES PROJECT DESIGN-BUILD SERVICES AGREEMENT WITH SKANSKA-AMES, A JOINT VENTURE, FOR THE 15/91 EXPRESS LANES CONNECTOR PROJECT Page 48 Overview This item is for the Committee to: 1) Approve Amendment No. 2 to Agreement No. 16-31-057-00 for the I-15 Express Lanes Project (I-15 ELP) with Skanska-Ames, a Joint Venture, (Skanska-Ames) to perform preliminary engineering design and geotechnical work in support of the Interstate 15/State Route 91 Express Lanes Connector Project (15/91 ELC) in the amount of $4,718,800, plus a contingency amount of $471,200, for a total amount of $5,190,000; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the amendment on behalf of the Commission; 3) Authorize the Executive Director or designee to approve contingency work up to the total amount not to exceed as required for the project; 4) Approve an adjustment of $1.5 million to the FY 2017/18 budget to increase state revenues and design builder expenditures; and 5) Forward to the Commission for final action. 10. CHANGE ORDER TO AMEND THE I-15 EXPRESS LANES PROJECT DESIGN-BUILD CONTRACT WITH SKANSKA-AMES, A JOINT VENTURE, FOR THE FIBER OPTIC COMMUNICATION NETWORK CONNECTION TO THE REGIONAL OPERATIONS CENTER Page 108 Overview 1) Approve Change Order No. 7 to Agreement No. 16-31-057-00 for the I-15 Express Lanes Project (I-15 ELP) with Skanska-Ames, a Joint Venture, (Skanska-Ames) to design and construct the fiber optic communication network connection between the I-15 Express Lanes and the I-15 Express Lanes Regional Operations Center (ROC) in the amount of $421,065, plus a contingency amount of $42,000, for a total amount not to exceed $463,065; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the change order amendment on behalf of the Commission; 3) Authorize the Executive Director or designee to approve contingency work up to the total NTE amount as required for the project; 4) Approve an adjustment of $100,000 to the FY 2017/18 budget to increase design- builder expenditures; and 5) Forward to the Commission for final action. Western Riverside County Programs and Projects Committee April 23, 2018 Page 5 11. PROPOSED METROLINK BUDGET FOR FISCAL YEAR 2018/19 Page 115 Overview This item is for the Committee to: 1) Receive and file a report on the Commission’s portion of the FY 2018/19 Southern California Regional Rail Authority (SCRRA) operating and capital budget; 2) Approve the FY 2018/19 SCRRA operating and capital budget, which results in a total operating and capital subsidy of $29,959,705 from the Commission; 3) Authorize the Executive Director to enter into Memorandum of Understanding No. 18-25-134-00 with SCRRA regarding annual funding, including subrecipient matters related to pass-through of federal funding; and 4) Forward to the Commission for final action. 12. AGREEMENTS FOR FREEWAY SERVICE PATROL TOW TRUCK SERVICE Page 137 Overview This item is for the Committee to: 1) Award Agreement No. 18-45-131-00 to Coastal Pride Towing, Inc. for Freeway Service Patrol (FSP) tow truck services on State Route 91 Beat Nos. 1 and 2 for a three-year term, and one, two-year option to extend the agreement, in an amount of $3,382,442, plus a contingency amount of $169,122, for a total amount not to exceed $3,551,564; 2) Award Agreement No. 18-45-132-00 to Coastal Pride Towing, Inc. for FSP tow truck services on Interstate 215 Beat 20 and Interstate 15 Beat Nos. 34 and 35 for a three- year term, and one, two-year option to extend the agreement, in an amount of $2,464,956, plus a contingency amount of $123,248, for a total amount not to exceed $2,588,204; 3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements, including option years, on behalf of the Commission; 4) Authorize the Executive Director, or designee, to approve the use of the contingency amount as may be required for these services; and 5) 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. Western Riverside County Programs and Projects Committee April 23, 2018 Page 6 14. ADJOURNMENT The next Western Riverside County Programs and Projects Committee meeting is scheduled to be held at 1:30 p.m., Monday, June 25, 2018, Board Chambers, First Floor, County Administrative Center, 4080 Lemon Street, Riverside. AGENDA ITEM 5 MINUTES RIVERSIDE COUNTY TRANSPORTATION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE Monday, March 26, 2018 MINUTES 1. CALL TO ORDER/ ROLL CALL The meeting of the Western Riverside County Programs and Projects Committee was called to order by Chair Adam Rush at 1:34 p.m., in the Board Room at the County of Riverside Administrative Center, 4080 Lemon Street, First Floor, Riverside, California, 92501. 2. ROLL CALL 3. PLEDGE OF ALLEGIANCE At this time, Vice Chair Brian Berkson led the Western Riverside County Programs and Projects Committee in a flag salute. Members/Alternates Present Members Absent Marion Ashley Andrew Kotyuk Victoria Baca Ben Benoit Brian Berkson Deborah Franklin Berwin Hanna Kevin Jeffries* Adam Rush Karen Spiegel Michael Vargas* Neil Winter *arrived after meeting was called to order 4. PUBLIC COMMENTS 4A. Amie Kinne, Corona resident, commented on the perception of the 15 Toll Road project and how it will impact the neighboring cities. Citizens had a negative response to the announcement of the new toll project because of the impact on residents by the 91 Toll Roads. RCTC WRC Programs and Projects Committee Minutes March 26, 2018 Page 2 5. APPROVAL OF MINUTES – FEBRUARY 26, 2018 M/S/C (Baca/Benoit) to approve the minutes as submitted. 6. ADDITIONS/REVISIONS There were no additions or revisions at this time. 7. AGREEMENT FOR EXPRESS LANES MARKETING SERVICES – NOTICE TO PROCEED 2 SERVICES Jennifer Crosson, Toll Operations Manager, presented the scope of the agreement for the express lanes marketing services – Notice to Proceed 2. Chris Sharman, Consultant with Sherry Matthews described the company’s experience and the proposed plan for the 15 Express Lanes. In response to Commissioner Neil Winter’s question regarding the measurement of success, Chris Sharman replied that it cannot be measured across the board. Each project is different and levels of success vary. M/S/C (Benoit/Hanna) to: 1) Approve Agreement No. 18-31-047-01, Amendment No. 1 to Agreement No. 18-31-047-00, with Sherry Matthews, Inc., DBA Sherry Matthews Advocacy Marketing (Sherry Matthews) for notice to proceed (NTP) 2 services related to express lanes marketing; 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 to issue NTP 2 for an additional amount of $2,225,000, and a total amount not to exceed (NTE) $2.5 million; and 4) Forward to the Commission for final action. No: Jeffries, Winter At this time, Commissioner Marion Ashley left the meeting. Chair Rush announced the agenda would be taken out of order because of the public interest in Agenda item 10. 10. STATE ROUTE 91 CORRIDOR POTENTIAL IMPROVEMENT UPDATE Michael Blomquist, Toll Program Director, presented an update on the State Route 91 Corridor Improvement project. RCTC WRC Programs and Projects Committee Minutes March 26, 2018 Page 3 Sheldon Mar, Consultant from Stantec, updated the Commission on the progress of options 1 and 2. David Thomas, Toll Program Manager, presented the findings from an environmental and engineering standpoint. Michael Blomquist added the next update will include an indication of the impact each of the proposed improvements will have on toll revenues, project implementation information, and will be presenting staff recommendations. Commissioner Winter requested a slide showing the status quo to remind Commissioners of the cost and current traffic conditions compared to the different options for the next Committee meeting. Michael Blomquist clarified for Commissioner Karen Spiegel the cost listed on the slide is for the mobile home park soundwall only. Commissioner Spiegel asked about the significance of the difference on the general purpose lanes on the I-15 northbound options and about the time frames of Option 4B. Sheldon Mar explained the differences to Commissioner Spiegel. Michael Blomquist replied to Commissioner Spiegel’s question regarding moving the overhead signs by stating some of the signs have to be moved because the location of the ingress and egress are being moved. Michael Blomquist added the Commission would need preapproval from Caltrans to turn the ramp meters off. Commissioner Jeffries voiced his concerns regarding the length of time it is taking to alleviate the traffic on SR-91. Michael Blomquist added the I-15 schedule will be brought to the Commission in April. Chair Rush invited public comments regarding this item. Dean Stamp, Corona resident, commented on the traffic caused by cut through commuters in the neighborhood. Jim Steiner, Corona resident, expressed his concerns regarding the safety issues on Green River Road. Stanley Hill, Corona resident, expressed his concerns regarding various traffic pinch points and opening up the toll lanes as general-purpose lanes. RCTC WRC Programs and Projects Committee Minutes March 26, 2018 Page 4 Michele Wentworth, Greater Corona Traffic Alliance, expressed her concerns regarding the lack of details on this agenda item and the time it is taking for staff to announce the target dates. She also requested the powerpoint presentations be included in the agenda. Matt Woody, Corona resident, expressed his concerns with the growing 15/91 traffic and would like the Commission to accept accountability for the additional traffic. Dale Ploung, Corona resident, expressed his concerns with the overflow of traffic on the streets, the rampant disregard for the safety of others by blocking school buses and driving on the wrong side of the road. Would rather see incremental improvements than wait for a big fix. Fauzia Rizvi, Corona resident, expressed her concerns regarding the toll price gouging and the excess traffic from the freeway spilling out into local neighborhoods. Steve Nolan, Corona resident, expressed his dislike for the 91 Project. Ned Ibrahim, Corona resident, voiced his opinion on several of the traffic options presented and his hopes that toll revenues will not be the deciding factor in which option the Commission chooses. Wes Speake, Corona resident, shared his message of hope and is thankful the Commission is trying to rectify the 91 Project traffic issues. Commissioner Spiegel responded to comments by agreeing that while this is a highway project, it has affected the arterials and roadways in Corona, which is an unintended consequence the Commission is responsible for. The Commission needs to find a way soon to alleviate the congestion. Anne Mayer responded the options on the 91 and 15 timelines will be presented at the next WRC Committee meeting. Commissioner Winter commented on the marketing plan for the toll roads. Commissioner Benoit asked staff to show what the freeway would look like if the 91 Project were never done. He also requested the powerpoints be added to the agenda packet. Anne Mayer responded the items do not usually get brought back to the Commission. They are presented when they are complete for approval. In this particular situation we are operating in real time so we are unable to post the powerpoint presentations when we post the agenda but they are posted shortly after the meeting has concluded. Commissioner Debbie Franklin commented on how much traffic has increased throughout the region in the last few years. RCTC WRC Programs and Projects Committee Minutes March 26, 2018 Page 5 Commissioner Berwin Hanna responded to one of the speakers regarding an increase in city street traffic once the I-15 project starts by stating the city is already starting to see an influx of traffic on neighborhood streets. M/S/C to: This item is for the Committee to receive and file a presentation related to potential improvements to the State Route 91 corridor. M/S/C (Benoit/Baca) to approve agenda items 8, 9, 11-13: 8. REIMBURSEMENT AGREEMENT WITH BURLINGTON NORTHERN SANTA FE RAILWAY COMPANY FOR THE INTERSTATE 15 EXPRESS LANES PROJECT 1) Approve Agreement No. 18-31-104-00, with the Burlington Northern Santa Fe Railway Company (BNSF) for the advancement of BNSF engineering reviews required for the Interstate 15 Express Lanes Project (I-15 ELP) for a total amount not to exceed $100,000; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement; and 3) Forward to the Commission for final action. 9. CHANGE ORDER TO AMEND THE I-15 EXPRESS LANES PROJECT DESIGN-BUILD CONTRACT WITH SKANSKA-AMES, A JOINT VENTURE, FOR THE INTERSTATE 15/STATE ROUTE 91 EXPRESS LANES CONNECTOR PROJECT 1) Make a finding, by a two-thirds vote, that the procurement of the new 6C transponders, as further described herein, qualifies for use of the Commission’s procurement authority under Public Utilities Code (PUC) § 130238 (Specialized Equipment Law); 2) Authorize the Executive Director, on behalf of the Commission, to undertake a procurement, including issuance of Request for Proposals (RFP) No. 18-31-094-00, to procure 6C transponders using the Commission’s procurement authority under the Specialized Equipment Law; 3) Authorize the Executive Director or designee to act on behalf of the Commission for all purposes under PUC § 130238; and 4) Forward to the Commission for final action. 11. AMENDMENT TO AGREEMENT WITH PARSONS TRANSPORTATION GROUP TO PROVIDE PROFESSIONAL SERVICES FOR THE PREPARATION OF AN ENVIRONMENTAL REVALIDATION AND PLANS, SPECIFICATIONS, COST ESTIMATES, AND RELATED SERVICES FOR IMPROVEMENTS FOR THE STATE ROUTE 71/STATE ROUTE 91 INTERCHANGE PROJECT RCTC WRC Programs and Projects Committee Minutes March 26, 2018 Page 6 1) Approve Agreement No. 11-31-110-09, Amendment No. 7 to Agreement No. 11-31-110-00, with Parsons Transportation Group (Parsons) to provide professional services for the preparation of an environmental revalidation and plans, specifications, and cost estimates (PS&E) and related services for improvements for the State Route 71/SR-91 (71/91) Interchange project, from approximately one-quarter mile west of Green River Road to Serfas Club Drive in the city of Corona in the amount of $3,575,373, plus a contingency amount of $357,537, for an additional amount of $3,932,910, and a total amount not to exceed $12,873,478; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director or designee to approve contingency work up to the total amount not to exceed as required for the project; and 4) Forward to the Commission for final action. 12. APPROVAL OF UTILITY AGREEMENT WITH SOUTHERN CALIFORNIA GAS FOR STATE ROUTE 71/STATE ROUTE 91 INTERCHANGE PROJECT 1) Approve Agreement No. 18-31-103-00 with Southern California Gas (SCG) for construction of utility relocations for the State Route 71/SR-91 Interchange (71/91 IC) project in the amount of $2,890,941, plus a contingency amount of $289,094, for a total amount not to exceed $3,180,035; 2) Authorize the Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director or designee to approve the use of the contingency amount as may be required for this utility relocation agreement; and 4) Forward to the Commission for final action. 13. SPECIALIZED TRANSIT GRANT AWARDS FOR 2018 MEASURE A WESTERN RIVERSIDE COUNTY SPECIALIZED TRANSIT CALL FOR PROJECTS 1) Award Agreement No. 18-26-107-00 to Blindness Support Services, Inc. for the provision of travel training services (Travel Training Program) in an amount not to exceed $220,000; 2) Award Agreement No. 18-26-108-00 to the Boys & Girls Club of Menifee Valley for the provision of directly operated transportation services (Before and After School Transportation Program) in an amount not to exceed $405,000; 3) Award Agreement No. 18-26-109-00 to the Boys & Girls Club of Southwest County for the provision of directly operated transportation RCTC WRC Programs and Projects Committee Minutes March 26, 2018 Page 7 services (Before and After School Transportation Program) in an amount not to exceed $630,000; 4) Award Agreement No. 18-26-111-00 to Care-A-Van Transit, Inc. for the provision of directly operated transportation services (Care-A-Van Project) in an amount not to exceed $1,140,000; 5) Award Agreement No. 18-26-112-00 to Care Connexxus for the provision of directly operated transportation services (Adult Day Services Patients) in an amount not to exceed $765,000; 6) Award Agreement No. 18-26-113-00 to the City of Norco, Department of Parks, Recreation and Community Services for the provision of directly operated transportation services (Seniors on the Move-Senior Shuttle) in an amount not to exceed $281,000; 7) Award Agreement No. 18-26-114-00 to Community Connect 211-Vetlink (211 One Call/One Click) for the provision of transportation information services in an amount not to exceed $193,133; 8) Award Agreement No. 18-26-115-00 to Community Connect TAP (Transportation Access Program) for the provision of transportation pass or voucher services in an amount not to exceed $360,000; 9) Award Agreement No. 18-26-116-00 to Valley Resource Center for the Retarded, Inc. dba Exceed for the provision of directly operated transportation services (Hemet Transportation) in an amount not to exceed $179,000; 10) Award Agreement No. 18-26-117-00 to Forest Folk, Inc. for the provision of directly operated transportation services (Idyllwild Area Shuttle) in an amount not to exceed $173,640; 11) Award Agreement No. 18-26-118-00 to Friends of Moreno Valley for the provision of directly operated transportation services (MoVAN) in an amount not to exceed $313,029; 12) Award Agreement No. 18-26-119-00 to Independent Living Partnership for the provision of mileage reimbursement of volunteer drivers (Transportation Reimbursement and Information Project – TRIP Western Riverside) in an amount not to exceed $1,318,000; 13) Award Agreement No. 18-26-120-00 to Michelle’s Place for the provision of travel assistance (Treatment Travel Assistance TTA) in an amount not to exceed $30,000; 14) Award Agreement No. 18-26-121-00 to Operation Safehouse for the provision of directly operated transportation services (Main Street Transitional Living Program) in an amount not to exceed $112,400; 15) Award Agreement No. 18-26-122-00 to Riverside University Health Medical Center (RUHS-MC) for the provision of directly operated transportation services (Transportation Program) in an amount not to exceed $960,000; 16) Award Agreement No. 18-26-124-00 to Riverside University Health System-Behavioral Health (RUHS-BH) for the provision of directly RCTC WRC Programs and Projects Committee Minutes March 26, 2018 Page 8 operated transportation services (Transportation Change) in an amount not to exceed $660,000; 17) Award Agreement No. 18-26-125-00 to United States Veterans Initiative for the provision of directly operated transportation services (US Vets Initiative Transportation – Riverside) in an amount not to exceed $129,000; 18) Award Agreement No. 18-26-126-00 to Voices for Children for the provision of mileage reimbursement of volunteer drivers (Volunteer Mileage Reimbursement Program) in an amount not to exceed $330,805; and 19) Forward to the Commission for final action. 14. COMMISSIONERS / STAFF REPORT 14A. Anne Mayer announced: • The CTC approved the 2018 STIP; • Congratulated the 91 Project team for all their hard work; • RCTC was presented with an award from the American Society of Civil Engineers for outstanding transportation project; and • The CTC chose the 91 Project as a finalist for annual transportation awards for freeway project of the year. 15. ADJOURNMENT There being no further business for consideration by the Western Riverside County Programs and Projects Committee, the meeting was adjourned at 3:29 p.m. Respectfully submitted, Lisa Mobley Clerk of the Board AGENDA ITEM 7 Agenda Item 7 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: April 23, 2018 TO: Western Riverside County Programs and Projects Committee FROM: Shirley Medina, Planning and Programming Director THROUGH: John Standiford, Deputy Executive Director SUBJECT: Congestion Mitigation and Air Quality Funding Increase for Temecula Park-n- Ride Facility STAFF RECOMMENDATION: This item is for the Committee to: 1) Approve Agreement No. 14-72-135-01, Amendment No. 1 to Agreement No. 14-72-135- 00, with the city of Temecula to increase Congestion Mitigation and Air Quality (CMAQ) funds from $1,300,750 to $1,908,031 to construct the park-and-ride facility at La Paz Street; and 2) Forward to the Commission for final action. BACKGROUND INFORMATION: In January 2014, the city of Temecula received approval of $1,300,750 in CMAQ funding through the Commission’s Multi-funding Call for Projects for a park-and-ride facility at La Paz Street (Project). The city obligated the CMAQ funds in December 2015 and commenced work in 2016; however, the city suspended the project due to a dispute with the contractor. The project was re-bid and the low bid was considerably higher due to rising construction costs as a result of the improved economy. CMAQ projects undergo an air quality analysis to demonstrate emissions reductions. Under the Environmental Protection Agency’s Transportation Conformity Rule, CMAQ projects are identified as Transportation Control Measures (TCMs) in the Federal Transportation Improvement Program (FTIP). TCMs have a different status than non-TCMs in that they must be implemented as the emissions reductions are captured in the transportation demand model. If a TCM cannot be implemented, a substitute project(s) within the same general vicinity that generates an equivalent or more emissions reductions must be implemented in its place. Due to circumstances beyond the city’s control and the need to implement this TCM to ensure the Southern California Association of Government’s air quality conformity determination for the FTIP, staff recommends approving an additional $607,281 in CMAQ funds to complete the Project. The city is also committing local funds for the Project in the amount of $653,369. The attached draft amendment to Agreement 14-72-135-00 will reflect the revised funding. 1 Agenda Item 7 CMAQ funds are administered through Caltrans and Federal Highway Administration. Therefore, there is no impact to the Commission’s budget. Attachment: Draft Agreement No. 14-72-135-01 2 17336.00030\30530056.2 1 Agreement No. 14-72-135-01 AMENDMENT NO. 1 TO RIVERSIDE COUNTY TRANSPORTATION COMMISSION FEDERAL FUNDING COOPERATIVE AGREEMENT WITH THE CITY OF TEMECULA FOR RCTC’S 2013 MULTI-FUNDING CALL FOR PROJECT 1. PARTIES AND DATE This Amendment No. 1 to Agreement No. 14-72-135-00 (“Amendment No. 1”) is made and entered into as of this ______ day of __________, 2018, by and between RIVERSIDE COUNTY TRANSPORTATION COMMISSION (“RCTC”) and the CITY OF TEMECULA (“Agency”). 2. RECITALS 2.1 RCTC and Agency entered into that certain “Riverside County Transportation Commission Federal Funding Cooperative Agreement With the City of Temecula for RCTC’s 2013 Multi-Funding Call for Project” dated July 7, 2014 (“Master Agreement”). The Master Agreement provides the terms and conditions, scope of work, schedule and funding amount for the construction of a 157-space park-and-ride facility at Temecula Parkway at La Paz Street (“Project”). The Project is more specifically described in Exhibit “A” of the Master Agreement. 2.2 On January 8, 2014, RCTC’s Board of Directors approved RCTC’s programming of up to One Million Three Hundred Thousand Seven Hundred Fifty Dollars ($1,300,750) in Congestion Mitigation and Air Quality Improvement Program (“CMAQ”) funds for the Project, to be matched with Six Hundred Ninety-Eight Thousand Two Hundred Fifty Dollars ($698,250) in Agency funds for the Project. The Agency obligated the federal funds in December 2015 and awarded a contract for the Project in February 2016, but work on the Project was suspended in September 2016 due to a dispute with the contractor and the original contract for the Project was terminated. 2.3 While working with Caltrans to re-bid the Project, Agency discovered the total cost required to complete construction had risen from One Million Nine Hundred Ninety-Nine Thousand Dollars ($1,999,000) to Two Million Five Hundred Sixty-One Thousand Four Hundred Dollars ($2,561,400). 2.4 RCTC has determined that, because of the extraordinary circumstances regarding the original contractor and the Project’s status as a Transportation Control Measure for the region, RCTC will provide an additional Six Hundred Seven Thousand Two Hundred Eighty-One Dollars ($607,281) in CMAQ funds to ensure the Project is completed. 3 17336.00030\30530056.2 2 2.5 Agency agrees that it shall provide the remainder of the necessary funding for the Project with Agency funds and shall adhere to the terms and conditions of the Master Agreement, as amended by this Amendment No. 1. 2.6 RCTC and Agency now desire to amend the Master Agreement in order to update the funding plan set forth in Exhibit “A” of the Master Agreement to reflect RCTC’s and Agency’s revised funding commitments as set forth in this Amendment No. 1, to clarify the apportionment of funds, and to redefine the scope of the Project. 3. TERMS 3.1 The Recitals set forth above are true and correct and are incorporated into this Amendment No. 1 by this reference, as though fully set forth herein. 3.2 The funding allocations and timetable identified in Exhibit “A” of the Master Agreement shall be replaced by the funding allocations and timetable identified in Exhibit “A” attached to this Amendment No. 1 and incorporated herein by reference. The funding shall be utilized as specified in the attached Exhibit “A” and in accordance with the terms of the Master Agreement, as amended by this Amendment No. 1. 3.3 The scope of work defined in Exhibit “A” of the Master Agreement shall be replaced by the scope of work identified in Exhibit “A” attached to this Amendment No. 1 and incorporated herein by reference. 3.4 The Project shall be completed expeditiously, within the term of the Master Agreement, as amended by this Amendment No. 1. 3.5 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 No. 1. 3.6 This Amendment No. 1 shall be governed by the laws of the State of California. Venue shall be in Riverside County. 3.7 This Amendment No. 1 may be executed in any number of counterparts, each copy of which shall have the same force and effect as the original agreement. Facsimile signatures, including signatures transmitted by electronic mail, shall have the same force and effect as original signatures. [Signatures on following page] 4 17336.00030\30530056.2 3 SIGNATURE PAGE TO AMENDMENT NO. 1 TO AGREEMENT NO. 14-72-135-00 IN WITNESS WHEREOF, the Parties hereto have executed the Agreement on the date first herein above written. RCTC: RIVERSIDE COUNTY TRANSPORTATION COMMISSION By:____________________________ Anne Mayer, Executive Director AGENCY: THE CITY OF TEMECULA By:____________________________ Title:__________________________ APPROVED AS TO FORM By:_____________________________ Best Best & Krieger LLP Counsel, RCTC APPROVED AS TO FORM By:____________________________ Title:__________________________ ATTEST: By:____________________________ Title:__________________________ 5 17336.00030\30530056.2 Exhibit “A” EXHIBIT "A" SCOPE OF WORK, FUNDING AND TIMETABLE SCOPE OF WORK: Construction of a 157-space park-and-ride facility at Temecula Pkwy (formerly SR79 So.) at La Paz St. Other improvements include construction of 10 bicycle lockers, passenger load/unload zone and ADA accessible parking. FUNDING: PHASE CMAQ Funds Local Funds TOTAL CONSTRUCTION $1,908,031 $653,369 $2,561,400 TOTAL $1,908,031 $653,369 $2,561,400 TIMETABLE: Phase Start End Comments Environmental January 2013 June 2013 NEPA (CEQA Complete) Design (PS&E) N/A N/A Complete Right of Way N/A N/A Complete Construction February 2018 July 2018 6 AGENDA ITEM 8 Agenda Item 8 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: April 23, 2018 TO: Western Riverside County Programs and Projects Committee FROM: Michael Blomquist, Toll Program Director THROUGH: Anne Mayer, Executive Director SUBJECT: State Route 91 Corridor Operations Project and Traffic and Revenue Study Update and Request for Various Authorizations STAFF RECOMMENDATION: This item is for the Committee to: 1) Authorize staff to implement the SR-91 Corridor Operations Project (91 COP) to include the following improvements: a. All project development activities needed to complete environmental approvals, final design, and construction of: i. I-15 northbound 91 Express Lanes Ingress Improvement Option No. 1 (I-15 NB EL Option 1); and ii. SR-91 westbound General Purpose Lane Improvement Option No. 3 (91 WB GP Option 3); b. All project development activities needed to complete environmental approvals and final design of SR-91 westbound General Purpose Lane Improvement modified Option No. 4 (91 WB GP Option 4); 2) Direct staff to return in Fall 2018 with a recommendation regarding the construction of 91 WB GP Option 4; 3) Authorize the Executive Director, or her designee, to negotiate and execute: a. Contract amendments or change orders, as applicable, to the following agreements as it is in the public interest and best interest of the Commission to conduct a non-competitive procurement: i. Agreement No. 09-31-081-00 with the Parsons Transportation Group (Parsons), as the SR-91 Corridor Improvement Project’s (91 Project) project and construction manager (PCM), for project development services to implement the 91 COP for an amount as necessary to complete the work currently estimated at $3,192,000; ii. Agreement No. 17-31-079-00 with the Bechtel Corporation (Bechtel), as the Commission’s capital project delivery staff augmentation, for project development services to implement the 91 COP for an amount as necessary to complete the work currently estimated at $300,000; and 7 Agenda Item 8 iii. Agreement No. 16-31-057-00 with Skanska-Ames, a Joint Venture (Skanska-Ames), as the existing I-15 Express Lane Project (I-15 ELP) design- build contractor, to construct: a. I-15 NB EL Option 1 for an amount as necessary to complete the work currently estimated at $192,000; and b. 91 WB GP Option 3 for an amount as necessary to complete the work currently estimated at $286,000; b. New contract(s) should the Executive Director determine, on behalf of the Commission, and as an alternative to 3(A)(iii) above, it is in the public interest and best interest of the Commission to advertise one or more new procurement(s) to construct: i. I-15 NB EL Option 1 for an amount as necessary to complete the work currently estimated at $160,000; and ii. 91 WB GP Option 3 for an amount as necessary to complete the work currently estimated at $238,000; 4) Approve Agreement No. 10-31-099-08, Amendment No. 8 to Agreement No. 10-31-099- 00, with Stantec Consulting Services Inc. (Stantec) for an update to the 2012 91 Express Lanes Investment Grade Traffic and Revenue Study for an amount as necessary to complete the work currently estimated at $500,000 as it is in the public interest and best interest of the Commission to conduct a non-competitive procurement; 5) Authorize the expenditure of 91 Express Lanes toll revenue designated as surplus in accordance with the 2013 Toll Revenue Bonds Indenture to fund all 91 COP and 91 Express Lanes traffic and revenue study expenses approved as part of this item for an amount as necessary to complete the work under the contracts described herein, as the same may be further modified or amended by the Executive Director in the best interest of the Commission and without further Committee action, currently estimated at $4,470,000; 6) Approve adjustments to the FY 2017/18 budget to increase project development costs for the 91 COP and professional costs related to the 91 Express Lanes Investment Grade Traffic and Revenue Study update and corresponding transfers of surplus toll revenues from the RCTC 91 Express Lanes Enterprise Fund to the 2009 Measure A Western County Highway Fund for an amount as necessary to complete the work currently estimated at $1 million; 7) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute all necessary agency agreements or amendments to existing agency agreements for the implementation of the 91 COP including cooperative and funding agreements with Caltrans, Orange County Transportation Authority, California Highway Patrol, and other agencies, as deemed necessary; and 8) Forward to the Commission for final action. BACKGROUND INFORMATION: On March 20, 2017, the Commission opened general purpose and express lanes as part of the 91 Project. Staff gathered data related to traffic conditions both before and after the 91 Project opening to help evaluate the impact of the 91 Project on mobility in the SR-91 corridor. 8 Agenda Item 8 Since the opening, staff has managed demand for the express lanes through changing toll rates to match congestion levels throughout each day. Staff also made a number of minor operational improvements in the corridor since the 91 Project opening through changes in striping, signing, and channelizers. At its February 14, 2018, meeting the Commission received a comprehensive summary of the toll rate changes and operational improvements made to the corridor (see Attachment 1). Remaining Congestion Areas and Corridor Growth In spite of the added general purpose and express lanes, toll rate changes, and additional operational improvements, key congestion areas remain during certain times and locations along the SR-91 corridor. The “Hot Spots” include the following locations: • Express Lanes entrance at I-15 Northbound during morning peak hours • General Purpose Lanes Westbound near the Orange County Line during morning peak hours • Express Lanes entrance at 91 Westbound at McKinley during morning peak hours • Express Lanes exit near I-15 on Friday afternoon peak hours The SR-91 corridor has seen considerable growth in traffic volumes over the last seven years (see Figure 1). 2010 2017 2010 2017 Figure 1: Traffic Volumes at the Riverside/Orange County Line Consistent with growth in corridor traffic volumes, the Riverside-San Bernardino-Ontario metro area has seen significant population growth (see Figure 2). 54,600 60,500 25,000 30,000 35,000 40,000 45,000 50,000 55,000 60,000 65,000 52,300 56,800 20,000 25,000 30,000 35,000 40,000 45,000 50,000 55,000 60,000 Eastbound 2-8 p.m. at the County Line 11% increase Westbound 4-10 a.m. at the County Line 9% increase 9 Agenda Item 8 Figure 2: Population Growth since 2010/Riverside-San Bernardino-Ontario metro area Attachment 2 highlights a number of travel speed changes between 2010 and 2017 after the new lanes opened. Eastbound afternoon travel speeds have generally improved on most days and times with the exception of early Friday afternoons. Westbound morning travel speeds from Monday to Thursday have notably worsened in the 4-6 am period while seeing marginal improvements between 6-8 am. Westbound morning travel speeds, east of I-15 to Serfas Club Drive, have fared better in 2017 vs. 2010 when compared to travel speeds from Serfas Club Drive to the County Line. Potential Solutions Created and Evaluated Staff has taken a fact-based, data-driven approach since December 2017 to create and evaluate additional operational improvements at two locations along the corridor that would potentially result in reduced congestion and improved travel times: • Express Lanes entrance at I-15 Northbound – 2 options • General Purpose Lanes Westbound near the County Line – 7 options Additionally, as part of the Commission’s public engagement for the 91 Project, staff received and evaluated two options for improvements of the General Purpose Lanes Westbound near the County Line that were generated by the local community. 55,000 98,000 136,000 185,000 232,000 284,000 0 50,000 100,000 150,000 200,000 250,000 300,000 2011 2012 2013 2014 2015 2016Cumulative Population growth Since 2010Population Growth since 2010: Riverside-San Bernardino-Ontario, CA Metro Area 10 Agenda Item 8 The evaluation of these operational improvements included the impact to General Purpose Lane traffic operations and Express Lane traffic operations. Comprehensive data and analysis for the Express Lanes entrance at I-15 Northbound and General Purpose Lane Westbound near County Line areas was presented at the February 26 and March 26 Western Riverside County Programs and Projects (WRCPP) Committee meetings. The evaluation included determining the extent of improvement to travel speeds, travel times, and vehicle throughput and reduction of traffic congestion durations when compared to the existing condition in the corridor today. The analysis of the various improvements focused on the impact to the entire SR-91 corridor and both General Purpose and Express Lanes. Certain improvements were found to benefit one segment of commuters but detrimental to others or beneficial to General Purpose Lanes but made traffic in the Express Lanes worse. Additionally, the focus of the analysis was on the 91 freeway and freeway ramp operations and not on local streets. 91 Express Lanes Toll Policy Goals At its June 2012, meeting the Commission adopted the following eight toll policy goals: 1) Provide a safe, and reliable, predictable commute for 91 Express Lanes customers; 2) Optimize vehicle throughput at free flow speeds; 3) Pay debt service and maintain debt service coverage; 4) Increase average vehicle occupancy; 5) Balance capacity and demand to serve customers who pay tolls as well as carpoolers with three or more persons who are offered discounted tolls; 6) Generate sufficient revenue to sustain the financial viability of the Commission’s 91 Express Lanes; 7) Ensure all covenants in the financing documents are met; and 8) Provide net revenues for Riverside Freeway/SR-91 corridor improvements. Goals 1, 2, and 8 speak to one of the overarching themes – optimizing express lane throughput to provide a reliable and predictable commute. Optimizing express lane throughput helps the entire SR-91 corridor traffic flow better and provides express lanes travel time certainty and travel time savings. Goals 3, 6, and 7 reflect the Commission’s long-term responsibility to meets its obligations to lenders by generating sufficient toll revenue to sustain the financial viability of the Commission’s 91 Express Lanes. The financing of the 91 Project requires the Commission consider the indenture provisions when making corridor improvement decisions, as we are accountable to both bondholders and the Transportation Infrastructure Finance and Innovation Act loan provider—the U.S. Department of Transportation acting through the Build America Bureau. These two themes – optimizing express lanes throughput while meeting financial responsibilities – factor significantly in the analysis and staff’s recommendations in this agenda report. 11 Agenda Item 8 DISCUSSION: Express Lanes Entrance at I-15 Northbound: Existing Conditions, Toll Rate Changes, and Options Attachment 3 details the existing conditions at the Express Lanes entrance to I-15 northbound. Significant General Purpose lane queuing continues to occur south of Cajalco Road which occurred both before and after the SR-91 corridor lanes opened. However, new queuing was occurring in the Express Lanes and General Purpose Lanes around Ontario Avenue. To address this issue, a series of toll rate changes were initiated in November 2017 resulting in increased travel speeds in the Express Lanes and reduced queuing in both the Express and General Purpose Lanes in 2018. In addition to the toll rate changes implemented, staff also investigated additional I-15 northbound corridor improvements based on input received at the December 2017 Commission meeting to further improve this congested area. Attachment 3 details the two options created and analyzed. Based on the analysis performed, the impact to traffic and toll revenue and project implementation estimates are as follows: Traffic Impacts Option 1 • Reduces impact to General Purpose Lanes from queuing out of the Express Lanes • Possibly results in slow moving Express Lanes traffic alongside fast moving General Purpose lane traffic Option 2 • Lessens potential for queuing out of the Express Lanes into the General Purpose Lanes • Greater room on the ramp for vehicle storage than Option 1 • Results in a near-crawl speed at the 2-to-1 Express Lanes merge but the overall speed is comparable to Option 1. Toll Revenue Impacts The Commission’s traffic and revenue consultant, Stantec, also analyzed the two I-15 improvement options for the northbound entrance and determined the estimated impact to toll revenues was negligible for both options. Project Implementation Option 1 • $284,000 cost for all phases of work (design, construction, construction management, etc.) • Minimal environmental impacts, primarily striping and sign changes 12 Agenda Item 8 • 6 months from formal Commission approval to implement changes Option 2 • $405,000 cost for all phases of work (design, construction, construction management, etc.) • Minimal environmental impacts • 6 months from formal Commission approval to implement changes • Conflicts with I-15 Express Lanes Project construction staging; cost risk for that project Based on the potential for traffic operations improvement, negligible impact to toll revenue, reasonable implementation cost and schedule, and the elimination of the construction staging conflict with the I-15 Express Lanes Project, staff recommends full implementation of Option 1 (see Figure 3). Figure 3: I-15 northbound 91 Express Lanes Ingress Improvement Option No. 1 STAFF RECOMMENDATION Authorize staff to implement all project development activities needed to complete environmental approvals, final design, and construction of I-15 NB EL Option 1. * * * * * * * General Purpose Lanes Westbound near the Orange County Line Attachment 2 details the existing conditions for the General Purpose Lanes westbound near the County Line. Morning westbound congestion remains significant after the additional lanes opened in 2017 during certain times and locations throughout the corridor. However, travel speeds in the late morning from east of I-15 to Serfas Club Drive have improved somewhat while speeds between Serfas Club Drive and the County Line have worsened. These results are not surprising given that the extensive improvements associated with the original 91 Project were not fully implemented due to funding constraints. The original 91 Project called for an additional lane between SR-71 and SR-241 in both directions. The $1.4 billion Initial 91 Project did not include these improvements as well as improvements at the east end toward Pierce Street. These future improvements are currently reflected in the Regional Transportation Plan in 2035 and are generally known as the Ultimate 91 Project. 13 Agenda Item 8 It should also be noted that even the eventual construction of the Ultimate 91 Project would not result in congestion-free travel during peak periods on the SR-91 corridor. The original Major Investment Study performed in 2005 identified that the SR-91 corridor would have to be widened to 22 total lanes to accommodate future growth. Therefore, while any operational improvements implemented now may help partially relieve traffic congestion those improvements will not provide enough capacity to ensure free-flow travel in the corridor during peak periods. Traffic Impacts Each of the following options was analyzed to determine its impact to traffic. Improvement Option Traffic Impact Existing Condition Extensive queuing at County Line Heavy delays throughout morning peak period Option 1: Remove dedicated Express Lane egress/ingress, add General Purpose Lane from Green River Road to SR-241 Makes Express Lanes significantly worse Reduces General Purpose Lane congestion to 2.5 hours New bottleneck at SR-241 Option 2: Move Express Lane egress further east Increases global throughput slightly, 500 vehicles/hour Makes Express Lanes worse off Reduces General Purpose Lanes congestion to 4.5 hours Green River Road on-ramp traffic is last bottleneck – improved Option 3: Remove Express Lane weave lane Makes Express Lanes significantly worse due to spillback from egress New bottleneck at end of weaving lane Option 4: Add General Purpose Lane between Green River Road and SR-241 Improves General Purpose Lanes significantly Improves Express Lanes but due to General Purpose Lane improvement (not inherently an Express Lane improvement) Option 4b: Remove Green River Road ramp meter Improves Green River Road trip to SR-91 Assumes Option 4’s added lane between Green River Road and SR- 241 General Purpose Lanes degrade slightly vs. Option 4 without meter Safety considerations – ramp merges from 3 lanes down to 1 lane Option 5: Add General Purpose Lane between SR- 71 and SR-241 Improves General Purpose Lanes slightly more than Option 4 Improves Express Lanes but due to General Purpose Lanes improvement (not inherently an Express Lane improvement) Option 6: Options 3+4, Express Lanes weave lane plus additional General Purpose Lane between Green River Road and SR-241 Improves General Purpose Lanes the most of all options Makes Express Lanes significantly worse due to spillback from egress 14 Agenda Item 8 Option 7: Remove Green River Road ramp meter under existing conditions Green River Road travel time drops from 29 to 25 minutes Green River Road speed improves from 8 mph to 10 mph Safety considerations – ramp merges from 3 lanes down to 1 lane Toll Revenue Impacts The toll revenue impacts analysis provided during this effort are considered “level 1” in terms of accuracy and comprehensiveness. As a point of reference, in 2012 the Commission performed a “level 3” investment grade traffic and revenue study as part of its successful 91 Project financing completed in 2013. A level 3 study has the highest relative level of accuracy and comprehensiveness. Staff worked with Stantec to provide preliminary analysis and projections of the changes in long- term toll revenue for Options 1, 3, 4, and 5. The toll revenue impacts were analyzed a number of ways using varying assumptions in an attempt to best capture an accurate projection. Based on both the variability of actual results and the long-term implications to the SR-91 corridor traffic and revenue, staff recommends the Commission not use the level 1 results as a basis for selecting an option involving more significant improvements (e.g. Options 1, 4, and 5). Note that the toll revenue impacts due to the Option 3 improvements are expected to be less significant than Options 1, 4, and 5 due to the relatively smaller traffic benefit. Staff recommends the Commission authorize staff to perform an update to the 2012 investment grade traffic and revenue study. See the “Traffic and Revenue” section of this staff report for additional details and staff recommendation regarding this work. Project Implementation Option Cost, in millions (M) or thousands (K) Schedule Environmental Key Issues 1 $2.5M (no soundwall) $8.5M (w/soundwall) 2 years Significant noise and air quality study work to be performed New and relocated overhead signs, shoulder paving 2 $1M (no soundwall) 1.5 years Significant noise and air quality study work to be performed Narrow lanes and shoulders Caltrans’ future approval of non- standard design 3 $386K (no soundwall) 9 months Minimal impact None 4 and 4b $4M (no soundwall) $10M (w/soundwall) 2 years Significant noise and air quality study work to be performed Narrow lanes and shoulders Storm drain capacity Caltrans’ future approval of non- standard design 5 $5M (no soundwall) $11M (w/soundwall) 2 years Significant noise and air quality study work to be performed Narrow lanes and shoulders Storm drain capacity Caltrans’ future approval of non- standard design 6 $4.5M (no soundwall) $10.5M (w/soundwall) 2 years Significant noise and air quality study work to be performed Narrow lanes and shoulders Storm drain capacity Caltrans’ future approval of non- standard design 15 Agenda Item 8 7 Negligible Minimal None Potential safety concerns due to on-ramp lane merge Caltrans’ future approval Short-Term Project Implementation Based on the potential for traffic operations improvement, acceptable impact to toll revenue, and reasonable implementation cost, schedule, and issues, staff recommends full implementation of Option 3 (see Figure 4). Figure 4: Improvement Option No. 3 Green River Ramp Meter Options 4b and 7 both analyzed the impact of turning off the existing ramp meter at the westbound Green River Road on-ramp. The traffic operation impacts are as follows: Option 4b (sample 6:15-6:30 am time period) compared to Option 4 • Green River Road travel time drops from 30 to 20 minutes • Green River Road speed improves from 8 mph to 12 mph Option 7 (sample 6:15-6:30 am time period) compared to existing condition • Green River Road travel time drops from 29 to 25 minutes • Green River Road speed improves from 8 mph to 10 mph Additionally, safety concerns exist with the ramp merge (three lanes to two lanes to one lane) without the discipline of the ramp timing metering traffic and helping with an orderly lane merge. Further, Caltrans is the operator of the State Highway System including the operation and timing of ramp meters. Caltrans expressed the same safety concerns and was not initially inclined to consider turning off the ramp meter. 16 Agenda Item 8 Given the minimal benefits to traffic operations and the noted safety concerns, staff is not recommending that the Green River Road on-ramp meter be turned off or timing changed substantially. Caltrans Consultation Staff and consultants conducted early discussions with Caltrans to vet the various options and determine which options had fatal flaws preventing future Caltrans’ approval. Caltrans expressed significant concerns with Options 4, 5, and 6 due to the following concerns: narrower 11’-wide lanes and 2’-wide shoulders, limited storm drainage capacity in outside lane with vehicles, inadequate emergency vehicle access, inadequate vehicle breakdown areas, and number of miles that these concerns extend. As a result, Options 4, 5, and 6 as currently conceived will not be approved for implementation given both the magnitude and extent of non-standard features that present safety and/or traffic operation problems. A modification of Option 4 that would more closely meet Caltrans’ requirements resulting in wider lanes and shoulders, better emergency vehicle access, and traffic operations was conceived from the discussions. This option would result in less non-standard features, an estimated 7’ widening of pavement, and a resulting project cost of approximately $30-$50 million. Mid-Term Project Implementation Based on the potential for traffic operations improvement, estimated implementation cost, schedule to implement, Caltrans’ consultation input, and other known issues, staff recommends to proceed to implement a modified Option 4 (see Figure 5) in two steps: • First, seek Commission approval to immediately begin project scoping, environmental studies, and final design work for the modified Option 4. • Second, after the updated level 3 investment grade traffic & revenue study is completed in Fall 2018, return to the Commission with a recommendation for construction of modified Option 4. Note that the scoping, environmental studies, and final design services would be proceeding concurrent with the updated level 3 traffic and revenue study. Staff proposes this approach to accelerate the completion of the modified Option 4 improvements by as much as six months. However, it is also possible that a future staff recommendation could be to not construct the modified Option 4 improvements resulting in the loss of the project development costs. 17 Agenda Item 8 Figure 5: Improvement Option No. 4 STAFF RECOMMENDATIONS Staff proposes the following two-step implementation approach for the County Line area: a) Short-term • Implement SR-91 westbound General Purpose Lane Improvement Option No. 3 (completion approximately 9 months from May 2018 Commission approval) b) Mid-term • Implement SR-91 westbound General Purpose Lane Improvement modified Option No. 4 scoping, environmental, and design work (completion approximately 18 months from May 2018 Commission approval) • Implement SR-91 westbound General Purpose Lane Improvement modified Option No. 4 construction (subject to future Commission approval Fall 2018, completion approximately 2-1/2 years from Fall 2018 Commission approval) Therefore, authorize staff to implement all project development activities needed to complete environmental approvals, final design, and construction of 91 WB GP Option No. 3. Further, authorize staff to implement all project development activities needed to complete environmental approvals and final design of 91 WB GP Option No. 4. Lastly, direct staff to return in fall 2018 with a recommendation regarding the construction of 91 WB GP Option No. 4. * * * * * * * 18 Agenda Item 8 Procurements and Contracts At all of the Commission and WRCPP Committee meetings, staff heard from Commissioners and local constituents the need to get improvements in place as quickly as possible. This “need for speed” has shaped the two-prong implementation approach just described. Staff is also asking for more procurement and contracting authority to allow more flexibility to deliver the accelerated implementation recommendations. The proposed approach is not the Commission’s typical project development process where sequential Board decisions and actions are presented for approval when ready. If the WRCPP Committee or Commission chooses not to proceed in this accelerated fashion as described below, then staff proposes the Board approve certain items today with the need to return to future meetings with additional recommendations, decisions, and actions. Project and Construction Management and Staff Augmentation Services Staff proposes to use Parsons for all PCM services including environmental, final design, construction inspection, construction management, and other project development services. The breakdown of Parsons current estimated costs of $3,192,000 is as follows: • I-15 NB EL Option 1 (environmental, final design, construction management) - $92,000 • 91 WB GP Option 3 (final design, construction management) - $100,000 • 91 WB GP Option 4 (environmental, final design) - $3 million Staff also proposes to use Bechtel to augment staff resources in an amount of $300,000. Construction Staff proposes to provide the Executive Director the flexibility to either amend the existing Skanska-Ames design-build contract via a contract change order and/or competitively bid and execute construction contracts for the I-15 NB EL Option 1 and 91 WB GP Option 3 work. Traffic and Revenue Study The toll revenue impacts provided during this effort are considered “level 1” in terms of accuracy and comprehensiveness. Staff proposes to update the “level 3” 2012 SR-91 Investment Grade Traffic and Revenue study used to originally finance the 91 Project. This update will better inform the Commission of the toll revenue impacts of future corridor improvements. The update would account for actual 91 Express Lanes opening data, current socio-economic data, current regional traffic network projects and delivery dates, and other factors. The update is estimated to cost $500,000 and take approximately five months to complete. Staff proposes this work proceed concurrent with the development of the corridor improvements. 19 Agenda Item 8 STAFF RECOMMENDATIONS Authorize the Executive Director, or her designee, to negotiate and execute contract change orders to Agreement No. 09-31-081-00 with Parsons, as the 91 Project PCM, for project development services to implement the 91 COP for an amount as necessary to complete the work currently estimated at $3,192,000, as it is in the public interest and best interest of the Commission to conduct a non-competitive procurement; Authorize the Executive Director, or her designee, to negotiate and execute contract amendments to Agreement No. 17-31-079-00 with Bechtel, as the Commission’s capital project delivery staff augmentation, for project development services to implement the 91 COP for an amount as necessary to complete the work currently estimated at $300,000, as it is in the public interest and best interest of the Commission to conduct a non-competitive procurement. Authorize the Executive Director, or her designee, to negotiate and execute contract change orders to Agreement No. 16-31-057-00 with Skanska-Ames, as the existing I-15 ELP design-build contractor to construct: a. I-15 NB EL Option 1 for an amount as necessary to complete the work currently estimated at $192,000; and b. 91 WB GP Option 3 for an amount as necessary to complete the work currently estimated at $286,000; Should the Executive Director determine, on behalf of the Commission, it is in the public interest and best interest of the Commission to conduct separate non-competitive procurements. Authorize the Executive Director, or her designee, to conduct competitive procurements and execute contracts, to construct: a. I-15 NB EL Option 1 for an amount as necessary to complete the work currently estimated at $160,000; and b. 91 WB GP Option 3 for an amount as necessary to complete the work currently estimated at $238,000; Should the Executive Director determine, on behalf of the Commission, it is in the public interest and best interest of the Commission. Approve Agreement No. 10-31-099-08, Amendment No. 8 to Agreement No. 10-31-099-00, with Stantec for an update to the 2012 91 Express Lanes Investment Grade Traffic and Revenue Study for an amount as necessary to complete the work currently estimated at $500,000 as it is in the public interest and best interest of the Commission to conduct a non-competitive procurement. * * * * * * * 20 Agenda Item 8 Surplus Toll Revenue Surplus toll revenue is the toll revenue remaining after all other financial obligations required as part of the 91 Express Lanes project financing have been met. These financial obligations include annual operation and maintenance, debt service, reserve funds, and other obligations. The Commission’s authorizing legislation, SB1316, requires that all surplus revenue be spent for transportation purposes within the SR-91 corridor. Staff’s current estimate of surplus toll revenue from the March 20, 2017 opening through June 30, 2018 is approximately $24 million. Therefore, staff proposes to use 91 Express Lanes surplus toll revenue to fund all 91 COP expenses and actions contained in this staff report currently estimated at $4,470,000. Further, staff intends to prepare a more comprehensive surplus toll revenue expenditure plan at the conclusion of the Commission’s first full year of operations (year ending June 30, 2018) and return for Commission consideration and approval in Fall 2018. STAFF RECOMMENDATION Authorize the expenditure of 91 Express Lanes toll revenue designated as surplus in accordance with the 2013 Toll Revenue Bonds Indenture to fund all 91 COP and 91 Express Lanes traffic and revenue study expenses approved as part of this item for an amount as necessary to complete the work under the contracts described herein, as the same may be further modified or amended by the Executive Director in the best interest of the Commission and without further Committee action, currently estimated at $4,470,000. * * * * * * * Budget Adjustment Staff proposes a budget adjustment to pay $1 million of estimated FY 2017/18 costs related to the 91 COP and 91 Express Lanes traffic and revenue study work subject to approval in this staff report. Staff proposes to use surplus toll revenues; therefore, a corresponding budget adjustment of $1 million is required to transfer surplus toll revenues from the RCTC 91 Express Lanes Enterprise Fund to the 2009 Measure A County Highway Fund. The remaining costs presented for approval in this staff report, $3,470,000 are proposed for approval in the FY 2018/19 budget. STAFF RECOMMENDATION Approve adjustments to the FY 2017/18 budget to increase project development costs for the 91 COP and professional costs related to the 91 Express Lanes Investment Grade Traffic and Revenue Study update and corresponding transfers of surplus toll revenues from the RCTC 91 21 Agenda Item 8 Express Lanes Enterprise Fund to the 2009 Measure A Western County Highway Fund for an amount as necessary to complete the work currently estimated at $1 million. * * * * * * * Agency Agreements New agreements or amendments to existing agency-to-agency agreements will be needed for various project development work phases including environmental, final design, construction, and possibly others. Staff proposes authority for the Chair or Executive Director to execute all necessary agency agreements associated with the 91 COP. STAFF RECOMMENDATION Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute all necessary agency agreements or amendments to existing agency agreements for the implementation of the 91 COP including cooperative and funding agreements with Caltrans, Orange County Transportation Authority, California Highway Patrol, and other agencies, as deemed necessary. * * * * * * * Financial Information In Fiscal Year Budget: No Yes Year: FY 2017/18 FY 2018/19 Amount: $1,000,000 $3,470,000+/- Source of Funds: Surplus toll revenues Budget Adjustment: Yes No GL/Project Accounting No.: 623046-81601-00000-0000 262-31-81601 $3,192,000+/- PCM 623046-81603-00000-0000 262-31-81603 $478,000+/- Design-builder 623046-81001-00000-0000 262-31-81001 $300,000+/- Bechtel 623046-65520-00000-0000 262-31-65520 $500,000+/- Professional services Fiscal Procedures Approved: Date: 04/13/2018 Attachments: 1) Improvements Completed and Toll Rate Changes Since Opening 2) 91 Corridor Growth and Traffic Demand Data 3) Express Lanes Entrance at I-15 Northbound: Existing Conditions and Improvement Options 4) SR-91 westbound General Purpose Lanes: Existing Conditions Improvement Options 22 Agenda Item Attachment 1 Improvements Completed and Toll Rate Changes Since Opening (excerpt from the February 14, 2018 Commission presentation) 23 Agenda Item 24 Agenda Item 25 Agenda Item 26 Agenda Item Attachment 2 91 Corridor Growth and Traffic Demand Data (excerpt from the February 14, 2018 Commission presentation) 27 Agenda Item 28 Agenda Item 29 Agenda Item 30 Agenda Item 31 Agenda Item 32 Agenda Item Attachment 3 Express Lanes Entrance at I-15 Northbound: Existing Conditions and Improvement Options (excerpt from the March 26, 2018 WRCPP Committee presentation) 33 Agenda Item 34 Agenda Item Option 1: Extend EL Aux Lane (1 Lane) Option 2: Extend EL Aux Lane (2 Lanes) 35 Agenda Item 36 Agenda Item Attachment 4 General Purpose Lanes Westbound near the Orange County Line General Purpose Lanes Westbound near the Orange County Line: Existing Conditions and Improvement Options (excerpts from the February 26, and March 26, 2018 WRCPP Committee presentations) 37 Agenda Item 38 Agenda Item 39 Agenda Item 40 Agenda Item 41 Agenda Item 42 Agenda Item 43 Agenda Item 44 Agenda Item 45 Agenda Item 46 Agenda Item 47 Michael Blomquist, Toll Program Director SR-91 CORRIDOR OPERATIONS PROJECT UPDATE Western Riverside County Programs and Projects Committee Meeting April 23, 2018 Today’s Presentation •Work since the December Commission meeting •Staff Recommendations –Express Lanes entrance at I-15 Northbound –General Purpose Lanes 91 Westbound near the County Line –Procurements and contracts –Funding source –Agency-to -agency agreements Work performed since December •Analyzed corridor traffic before and after the 91 Project opening •Identified 91 corridor “Hot Spots” •Engineered project options •Analyzed project options •Established criteria to evaluate options •Formed recommendations Express Lanes entrance at I-15 Northbound Recommendation •Staff recommendation: full implementation of Option 1 •Extend express lane entrance south OPTION 1 Express Lanes Entrance at I-15 Northbound Recommendation Why option 1? •Reduces impact to GP Lanes from queuing out of the Express Lanes •No impact to the I-15 ELP •Negligible impact to toll revenue •Cost and short-term implementation schedule Implementation…. Cost: $284,000 Schedule: 6 months General Purpose Lanes Westbound Near the County Line Recommendation •Staff recommendation: full implementation of Option 3 •Restripe the existing ingress/egress areas to a continuous weave lane General Purpose Lanes Westbound Near the County Line Recommendation Why option 3? •Improves GP Lane traffic: speed, travel time, volume •Anticipated acceptable impact to toll revenue •Cost and short-term implementation schedule Implementation…. Cost: $386,000 Schedule: 9 months Ramp Meter at Westbound Green River Road Recommendation •Staff recommendation: maintain existing ramp metering •Analyzed existing conditions •Travel benefits for Green River Rd. users –4 minute savings –2 mph speed improvement •Minimal change to 91 corridor operations •Safety concerns with ramp merge Caltrans Consultation •Fatal flaw review of options •Options 4, 5, and 6 would not be approved –Narrow lanes and shoulders –Emergency vehicles –Vehicle breakdowns –Length of undesirable (non-standard) conditions •Modifying option 4 to become more acceptable –Wider lanes and shoulders –Reconstructing shoulder –7’ pavement widening –Estimated project cost: $30-$50 million General Purpose Lanes Westbound Near the County Line Recommendation •Staff recommendation: implement modified Option 4 in two steps 1) Immediately begin project scoping, environmental studies, and final design 2) Return Fall 2018 with construction recommendation with known toll revenue impacts •Staff recommendation: update the 2012 91 Traffic and Revenue Study General Purpose Lanes Westbound Near the County Line Recommendation Why option 4 modified? •Improves GP Lane traffic: speed, travel time, volume •Comparable benefits to option 5 but with less impacts •Less impact to Express Lanes than option 6 Implementation…. Step 1 cost: $3.2 million schedule: 18 months Step 2 Return Fall 2018 with construction recommendation Procurements and Contracts •What we heard: implement quickly –“need for speed” –Short-term and mid-term recommendations •Seeking more authority –Flexibility to accelerate work –Atypical project development process •Ability to use existing contracts –91 Project and I-15 Express Lanes Project contracts Procurements and Contracts •Staff recommendation: Amend existing prof. services contracts •Project and Construction Management: Parsons -$3,192,000 •Staff Augmentation: Bechtel Corporation -$300,000 •Traffic and Revenue Study Update: Stantec -$500,000 Procurements and Contracts •Staff recommendation: Amend existing construction contracts or conduct competitive construction contract procurement(s) •Construction option 1: Skanska-Ames -$478,000 –I-15 NB EL Option 1 -$192,000 –91 WB GP Option 3 -$286,000 •Construction option 2: future competitive procurement -$398,000 –I-15 NB EL Option 1 -$160,000 –91 WB GP Option 3 -$238,000 Surplus Toll Revenue •Staff recommendation: Use surplus toll revenue –All work to implement the improvements –Estimate: $4,470,000 •What is it? •91 Express Lanes surplus toll revenue •Return in Fall 2018 with surplus revenue plan Agency Agreements •Staff recommendation: Authorize execution of agency agreements •Agency-to -agency agreements •New agreements or amendments •Cover all phases of project development •Potential agreements with Caltrans, OCTA, CHP, etc. Ongoing Policy Considerations •Corridor focus for improvements •Traffic & revenue study update •Work closely with Caltrans, CHP •Motorist safety •I-15 ELP: no impact Thank you AGENDA ITEM 9 Agenda Item 9 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: April 23, 2018 TO: Western Riverside County Programs and Projects Committee FROM: David Thomas, Toll Project Manager THROUGH: Michael Blomquist, Toll Program Director SUBJECT: Amendment to the I-15 Express Lanes Project Design-Build Services Agreement with Skanska-Ames, a Joint Venture, for the 15/91 Express Lanes Connector Project STAFF RECOMMENDATION: This item is for the Committee to: 1) Approve Amendment No. 2 to Agreement No. 16-31-057-00 for the I-15 Express Lanes Project (I-15 ELP) with Skanska-Ames, a Joint Venture, (Skanska-Ames) to perform preliminary engineering design and geotechnical work in support of the Interstate 15/State Route 91 Express Lanes Connector Project (15/91 ELC) in the amount of $4,718,800, plus a contingency amount of $471,200, for a total amount of $5,190,000; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the amendment on behalf of the Commission; 3) Authorize the Executive Director or designee to approve contingency work up to the total amount not to exceed as required for the project; 4) Approve an adjustment of $1.5 million to the FY 2017/18 budget to increase state revenues and design builder expenditures; and 5) Forward to the Commission for final action. BACKGROUND INFORMATION: In April 2017 Governor Brown signed Senate Bill 132 which appropriated $427 million to the Riverside County Transportation Efficiency Corridor for five projects. SB 132 allocated $180 million to the 15/91 ELC. The 15/91 ELC will provide a tolled express lanes connector between the existing 91 Express Lanes and the future I-15 Express Lanes to the north of SR-91 (Figure 1 Vicinity Map). 48 Agenda Item 9 Figure 1: 15/91 Express Lanes Connector Project Vicinity Map At its October 2017 meeting, the Commission approved an overall procurement strategy for the 15/91 ELC to secure all the services and construction needed to deliver the project. The approved strategy consists of a series of contract amendments to existing 91 Project and I-15 Express Lanes Project contracts with engineering companies, contractors, toll vendors, legal, and financial advisors. DISCUSSION: At the April 12, 2017 Commission meeting, following a competitively negotiated procurement, the Commission awarded a best-value design-build contract to Skanska-Ames to design and construct the I-15 ELP in the amount of $243.9 million, plus a contingency amount of $19,512,000 for a total amount not to exceed $263,412,000. Based on the overall procurement strategy approved for the 15/91 ELC, staff supports an amendment to the I-15 ELP Design-Build Contract to perform the following work needed for implementation of the 15/91 ELC: • Project management and coordination activities • Complete geotechnical field work and reports • 35 percent design for all structures and roadway • 95 percent design for the East End Extension 49 Agenda Item 9 This effort is in advance of the planned overall design-build services amendment with Skanska- Ames to develop preliminary engineering work to form the basis for quantity take-offs and estimates for final design and construction of the 15/91 ELC. This effort also includes further advancement of the design for the east end extension (see Attachment 1) targeting an earlier benefit for Eastbound SR-91 express and general-purpose lane traffic near I-15. Staff has negotiated Amendment No. 2 (see Attachment 2) in the amount of $4,718,800 for this effort. The table below summarizes the status of 15/91 ELC related change orders and amendments to the Skanska-Ames contract. Skanska-Ames 15/91 ELC Related Amendments/Change Orders Status Amount Contingency Total CCO No. 5 – Early geotechnical work and staff support Commission approved on April 11, 2018 $ 1,790,000 $ 179,000 $1,969,000 Amendment No. 2 – Preliminary engineering, design and geotechnical work (subject of this report) For Commission approval on May 9, 2018 4,718,800 471,200 5,190,000 Totals $ 6,508,800 $ 650,200 $7,159,000 RECOMMENDATION: Staff recommends approval of Amendment No. 2 to amend the design-build contract between the Commission and Skanska-Ames in the amount of $4,718,800, plus a contingency amount of $471,200, for a total amount of $5.19 million. Further, authorization is requested for the Chair or Executive Director to execute the amendment on behalf of the Commission and for the Executive Director or designee to approve contingency work up to the total not to exceed amount as required for the project. Finally, staff recommends approval of an adjustment of $1.5 million to the FY 2017/18 budget to increase state revenues and design builder expenditures, as the 15/91 ELC was not included in the FY 2017/18 budget. Financial Information In Fiscal Year Budget: No Yes Year: FY 2017/18 FY 2018/19 Amount: $1,500,000 $3,690,000 Source of Funds: SB 132 State Funds Budget Adjustment: Yes No GL/Project Accounting No.: 003039 415 41510 0000 605 31 41501 (revenues) 003039 81603 00000 0000 605 31 81601 (expenditures) Fiscal Procedures Approved: Date: 04/12/2018 50 Agenda Item 9 Attachments: 1) Detailed Vicinity Map 2) Draft Amendment No. 2 51 SR-91 CIP APE LEGEND INTERSTATE CALIFORNIA 15 RI V E R R d RI V E R R d BELLE AveRAMONA AveVICTORIA AveVICENTIA AveSHERIDAN AveBELLE AveRAMONA AveVICTORIA AveVICENTIA AveSHERIDAN AveBN SF RA ILROAD BN SF RA ILROAD 6TH St QUARRY StQUARRY St 6TH St EL CAMINO AveEL CAMINO AveCORONA Ave CORONA Ave SECOND St FIRST StFIRST St SECOND St JOY StMAIN StCOTA StCOTA StMAIN StJOY StHAM MER AveHAM MER AveevA EGDIRKRAPevA EGDIRKRAP y w kP YE LLAV NEDDIH y w kP YE LLAV NEDDIH T E MESCAL WASH TEMESCAL WASH evA EDANEMORP evA EDANEMORPP A R K RI D G E A ve P A R K RI D G E A ve dvlB DNARG dvlB DNARG LANE CONNECTOR I-15/SR-91 EXPRESS Pkwy WIDENING HIDDEN VALLEY INTERSTATE CALIFORNIA 15 NORTH PROPOSED RE-STRIPING PROPOSED STRUCTURE SR-91 PM 6.6 BEGIN CONSTRUCTION SR-91 PM 8.1 END CONSTRUCTION I-15 PM 43.4 END CONSTRUCTION PROPOSED ROADWAY WIDENING UC WIDENING CORONA Ave I-15/SR-91 EXPRESS LANE CONNECTOR LINCOLN AveLINCOLN AveCOUNLTY LINE NORTH 91 I-15 PM 41.5 BEGIN CONSTRUCTION EAST END EXTENSION ATTACHMENT 1 52 Riverside County Transportation Commission Amendment No. 2 Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 1 of 16 Amendment No. 2 to Design-Build Contract (ELC Preliminary Design) EXECUTION VERSION 56358814.v10 Contract No. 16-31-057-00 AMENDMENT NO. 2 TO DESIGN-BUILD CONTRACT FOR THE I-15 EXPRESS LANES PROJECT (I-15–SR 91 Express Lanes Connector Preliminary Design) This Amendment No. 2 to Design-Build Contract for the I-15 Express Lanes Project (this “Amendment”) is made and entered into as of this _____ day of May, 2018, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (“RCTC”) and SKANSKA-AMES A JOINT VENTURE ("DB Contractor”). RECITALS: A. RCTC and DB Contractor entered into that certain Design-Build Contract for the I-15 Express Lanes Project, Agreement No. 16-31-057-00, dated as of April 12, 2017, as amended by Amendment No. 1 thereto, dated August 14, 2017 (as amended, the “Contract”). B. RCTC is preparing for the development of the Interstate 15-State Route 91 Express Lanes Connector, including all elements described in Tasks 1 through 5 of Section D of Exhibit B hereto (the “ELC”), and the East End Extension. C. RCTC and DB Contractor entered into a memorandum of understanding, dated as of February 8, 2018, a copy of which is attached here to as Exhibit I (the “MOU”), pursuant to which the Parties agreed to enter into negotiations pursuant to RCTC’s authority set forth in AB 115 to potentially amend the Contract to add the ELC to the Contractor and DB Contractor’s scope of work; D. RCTC and DB Contractor now desire to amend the Contract to provide for DB Contractor to perform certain preliminary engineering and design work for the ELC and related Work, as more particularly described, and on the terms and conditions set forth, in this Amendment (the “ELC Work”). NOW, THEREFORE, in consideration of the sums to be paid to DB Contractor by RCTC, the foregoing premises and the covenants and agreements set forth in this Amendment, the Parties agree as follows: SECTION 1 Definitions and Interpretation 1.1 All capitalized terms used in this Amendment have the meanings given in (a) Exhibit A hereto, or (b) if not defined in Exhibit A hereto, in Exhibit 1 of the Contract. ATTACHMENT 2 53 Riverside County Transportation Commission Amendment No. 2 Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 2 of 16 Amendment No. 2 to Design-Build Contract (ELC Preliminary Design) EXECUTION VERSION 56358814.v10 1.2 Except as otherwise expressly provided in this Amendment, all references in the Contract to: (a) “Work” and “Project” are deemed to include the ELC Work; and (b) “Contract” are deemed to include this Amendment. 1.3 For purposes of the ELC Work, references in the Contract and in this Amendment to the “Setting Date” shall be deemed to refer to the date of this Amendment. 1.4 Except as otherwise expressly provided in this Amendment, the order of precedence set forth in Section 1.2 of the Contract shall continue to apply. Subject to Sections 1.2.2 and 1.2.5 of the Contract, each of which shall apply to this Amendment and the ELC Work in the same manner as to the Contract and the Work generally, in the event of any irreconcilable conflict, ambiguity or inconsistency between or among any of the provisions of this Amendment, the following order of precedence, from highest to lowest, applies: 1.4.1 Change Orders with respect to the ELC Work and amendments to the Contract after the date hereof; 1.4.2 Sections 1 through 18 of this Amendment, including all Exhibits and attachments to this Amendment (excluding Exhibits B, E, I and J); 1.4.3 Exhibit B (Scope of ELC Work) to this Amendment; 1.4.4 Exhibit E (ELC Technical Provisions) to this Amendment; and 1.4.5 As otherwise provided in, and in the order of, Section 1.2 of the Contract. 1.5 References herein to “Amendment” include all documents listed in Section 1.4 of this Amendment. References herein to “Contract” include all documents included in the definition of “Contract” in Exhibit 1 to the Contract. Notwithstanding the inclusion of a copy of the MOU as Exhibit I hereto and the list of ELC Reference Documents as Exhibit J hereto, neither the MOU nor any ELC Reference Document forms part of this Amendment or the Contract. 1.6 The provisions of Section 1.3 of the Contract shall apply with respect to the ELC Reference Documents in the same manner as the Reference Documents. SECTION 2 ELC Work DB Contractor shall perform the ELC Work in accordance with the terms and conditions set forth in this Amendment, including the scope of ELC Work set forth in Exhibit B hereto, the ELC Work Schedule (including the ELC Key Tasks Completion Deadline) set forth in Exhibit C hereto and the applicable Technical Provisions, as amended by Exhibit E hereto. The ELC Work Schedule shall be considered the Project Schedule for purposes of the ELC Work under this Amendment. As provided in the MOU, DB Contractor shall ensure that performance of the ELC Work does not adversely impact the Project, including the Completion Deadlines. 54 Riverside County Transportation Commission Amendment No. 2 Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 3 of 16 Amendment No. 2 to Design-Build Contract (ELC Preliminary Design) EXECUTION VERSION 56358814.v10 SECTION 3 Incorporation of Other Contract Provisions Except as otherwise expressly provided in this Amendment, all provisions of the Contract applicable to the Work and the Contract are incorporated herein by reference in respect of and as applicable to the ELC Work and this Amendment. Provisions in the Contract relating solely to construction activities shall not apply to the ELC Work under this Amendment. SECTION 4 Sole Entitlement – ELC Work Price 4.1 DB Contractor acknowledges and agrees that: 4.1.1 The ELC Work Price constitutes full compensation for performance of the ELC Work; and 4.1.2 DB Contractor’s sole right to claim an extension of time, additional compensation, relief from performance of its obligations, or other relief under this Amendment or the Contract or to otherwise make any Claim for any Losses in connection with any Change or Relevant Event is as set out in Sections 15, 16 and 26 of the Contract. 4.2 For purposes of Section 4.1.2: 4.2.1 An NTP-ELC Delay shall be deemed a non-compensable Delay Event; and 4.2.2 Each of the Scheduled NTP-ELC Date and the ELC Key Tasks Completion Deadline shall be deemed a Completion Deadline. SECTION 5 Invoicing and Payment of ELC Work Price 5.1 General The ELC Work Price shall be invoiced and paid on a progress basis in accordance with this Section 5, separate from the invoicing and payment of all other Work under the Contract. Progress of the ELC Work shall be measured against the ELC Work Schedule and must be tracked separately from all other Work under the Contract. RCTC will pay DB Contractor for ELC Work no more often than once monthly after NTP- ELC. Payments under this Amendment shall not apply to, or be considered in connection with, the Maximum Payment Schedule. 5.2 Draft ELC Invoice and ELC Progress Meeting 5.2.1 On or before the 25th day of each month following the issuance of NTP-ELC and continuing through the last date of the ELC Work Schedule, DB Contractor shall deliver to RCTC a draft invoice in the form attached hereto as Exhibit H-A or other RCTC-approved form, including: 55 Riverside County Transportation Commission Amendment No. 2 Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 4 of 16 Amendment No. 2 to Design-Build Contract (ELC Preliminary Design) EXECUTION VERSION 56358814.v10 5.2.1.1 The portion of the ELC Work Price allocable to the ELC Work actually performed by DB Contractor in accordance with this Amendment during the month, and due in accordance with the ELC Work Schedule; 5.2.1.2 The ELC Monthly Progress Report in accordance with Section 1 of Exhibit E to this Amendment; 5.2.1.3 Any amounts otherwise payable in accordance with this Amendment; 5.2.1.4 An ELC Invoice Certificate certified by DB Contractor in the form of Exhibit H-B, signed and sealed by DB Contractor’s Representative, with no additions or deletions other than those approved by RCTC; 5.2.1.5 In the case of amounts to be paid on a unit price basis, invoices, receipts or other evidence establishing the number of units delivered; 5.2.1.6 In the case of amounts invoiced for Time and Materials Work included in the ELC Work, all supporting documentation described in Section 16.9 of the Contract; 5.2.1.7 The amounts paid to ELC Subcontractors (including Suppliers) from the payments made by RCTC to DB Contractor with respect to the prior month’s invoice; 5.2.1.8 Affidavits of payment and unconditional waivers of Liens and claims, in the applicable forms required under Civil Code sections 8132 and 8138, executed by DB Contractor and each ELC Subcontractor with respect to all amounts paid in the prior month’s invoice; 5.2.1.9 ELC Subcontractor payment releases shall be in the form set forth in Civil Code sections 8132 through 8138; 5.2.1.10 Documentation showing that any materials being invoiced meet or exceed the applicable requirements of the ELC Quality Management Plan (e.g., sampling/testing frequency, Buy America Certification, etc.); 5.2.1.11 Any other ELC Submittals that this Amendment require to be included with invoice packages; 5.2.1.12 All materials, reports, schedules, certifications and other submittals identified in the ELC Work Schedule and ELC Monthly Progress Report; and 5.2.1.13 Such other supporting documentation reasonably requested by RCTC to enable RCTC to fully and accurately determine (without needing to refer to any other documentation or information) the amounts payable by RCTC to DB Contractor. 56 Riverside County Transportation Commission Amendment No. 2 Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 5 of 16 Amendment No. 2 to Design-Build Contract (ELC Preliminary Design) EXECUTION VERSION 56358814.v10 5.2.2 At each ELC Progress Meeting, DB Contractor’s and RCTC’s Representatives shall ascertain the progress of the ELC Work. Each ELC Progress Meeting shall be attended by DB Contractor and RCTC and/or its consultants and may also be attended by Department. 5.2.3 DB Contractor’s and RCTC’s Representatives shall review the draft invoice and draft ELC Invoice Certificate reflecting the value of ELC Work completed as of the date of the ELC Progress Meeting (based on completed and approved ELC Submittals for ELC Work, based on quantities and unit prices for any unit priced ELC Work, based on time and materials for any Time and Materials Work included in the ELC Work, and, for all other ELC Work, based on the percentage completion of ELC Work Schedule activities and the values distributed to such activities). DB Contractor’s and RCTC’s Representatives shall sign the draft invoice, indicating the portions of it that have been approved and setting forth the proposed total payment amount, which shall be the approved value of the ELC Work then completed, calculated in accordance with the ELC Work Schedule, plus the value of any unit priced or Time and Materials Work included in the ELC Work, less progress payments previously made for ELC Work. The amounts in the draft invoice shall be used by DB Contractor in preparation of its monthly payment request described in Section 5.5 of this Amendment. 5.3 Delivery of ELC Invoice 5.3.1 Within seven days after each ELC Progress Meeting, DB Contractor shall submit to RCTC five copies of an updated invoice in the form of Exhibit H-A and consistent with Section 5.2 of this Amendment for the ELC Work performed under this Amendment during the immediately preceding month. The form of invoice shall be modified as appropriate to account for any unit priced or Time and Materials Work included in the ELC Work. Each invoice shall be based upon the approved draft invoice and may not include any amounts not approved by RCTC in the ELC Progress Meeting reviewing the draft invoice. 5.3.2 DB Contractor acknowledges that RCTC will obtain funding for portions of the ELC Work from various sources, and agrees to segregate billings for all such ELC Work in a format reasonably requested by RCTC and with detail and information as reasonably requested by RCTC. 5.3.3 Within ten Business Days after RCTC’s receipt of the invoice, RCTC will review the invoice and all attachments for consistency with the draft invoice prepared at the most recent ELC Progress Meeting and conformity with all requirements of this Amendment, and shall notify DB Contractor of the amount approved for payment and specify the reason for disapproval of any remaining invoiced amounts. DB Contractor may include such disapproved amounts in the next month’s invoice after correction of the deficiencies 57 Riverside County Transportation Commission Amendment No. 2 Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 6 of 16 Amendment No. 2 to Design-Build Contract (ELC Preliminary Design) EXECUTION VERSION 56358814.v10 noted by RCTC (all such disapproved amounts shall be deemed in dispute unless otherwise agreed). 5.4 Payment by RCTC 5.4.1 Within 30 days after RCTC’s receipt of an invoice in accordance with Section 5.3 of this Amendment and the applicable ELC Invoice Certificate or Application for Final ELC Payment in accordance with Section 5.5 of this Amendment, RCTC shall pay DB Contractor the amount of the invoice or Application for Final ELC Payment approved for payment less any amounts that RCTC is otherwise entitled to withhold or deduct under this Amendment. 5.4.2 RCTC has no obligation to pay DB Contractor any amount that: 5.4.2.1 Results in payment for any activity in excess of the value of the activity times the completion percentage of such activity (for non-unit priced Work); 5.4.2.2 Was not approved during the ELC Progress Meeting reviewing the draft invoice for the applicable month; or 5.4.2.3 Results in aggregate payments under this Amendment in excess of (i) the overall completion percentage for the ELC Work multiplied by the ELC Work Price (for non-unit priced ELC Work), or (ii) the ELC Work Price, plus amounts allowed by Change Orders applicable to the ELC Work. 5.5 Deductions, Exclusions and Limitations on Payment 5.5.1 The provisions of Section 14.3.1 (Retainage) of the Contract shall not apply to payments of the ELC Work Price. 5.5.2 The provisions of Section 14.3.2 (Withholding of Payment) of the Contract shall apply to payments owed by RCTC under this Amendment, except any such deduction shall relate to the ELC Work. 5.5.3 The provisions of Sections 14.3.3 through 14.3.10 of the Contract shall apply to the extent applicable to the nature of work included in the ELC Work. 5.6 Final ELC Payment 5.6.1 Final ELC Payment for all ELC Work shall not become due to DB Contractor under this Amendment until DB Contractor submits to RCTC the Application for Final ELC Payment showing the proposed total amount due to DB Contractor. This Application for Final ELC Payment shall include: 58 Riverside County Transportation Commission Amendment No. 2 Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 7 of 16 Amendment No. 2 to Design-Build Contract (ELC Preliminary Design) EXECUTION VERSION 56358814.v10 5.6.1.1 All requirements for invoices under Section 5.2 of this Amendment; 5.6.1.2 A list all outstanding or pending DB Contractor Change Requests and all existing or threatened claims, Liens and stop payment notices by ELC Subcontractors or third parties, in each case relating to the ELC Work. 5.6.1.3 Complete and legally effective releases or waivers of Liens and stop payment notices, in the applicable forms required under Civil Code sections 8132 through 8138, from all Persons legally eligible to file Liens and stop payment notices in connection with the ELC Work; except that, as applicable, DB Contractor may provide release bonds, or other security acceptable to RCTC, in amounts equal to 125% of amounts claimed in any stop payment notices filed in connection with the ELC Work; 5.6.1.4 An executed release from DB Contractor for any Claims that arise in connection with the ELC Work that survives Final ELC Payment, including an express and unconditional waiver and release sufficient to waive any rights and benefits DB Contractor may have pursuant to Section 1542 of the Civil Code, which shall release and waive any Claims against the Indemnified Parties, excluding only those matters identified in any Change Notices listed as outstanding in the Application for Final ELC Payment. The release shall be accompanied by an affidavit from DB Contractor certifying that: (i) All ELC Work has been performed in accordance with this Amendment; (ii) It has resolved any Claims made by ELC Subcontractors and others against DB Contractor in connection with the ELC Work or the ELC Work; (iii) It has no reason to believe that any Person has a valid Claim against DB Contractor or the ELC Work which DB Contractor has not provided Notice of to RCTC as of the date of the certificate; and (iv) All guarantees, Warranties and ELC Subcontractor warranties are in full force and effect. 5.6.1.5 Bills of sale or other instruments of title transfer or assignment with respect to Intellectual Property (excluding Proprietary Intellectual Property) related to the ELC Work, as requested by RCTC, free and clear of liens, claims and encumbrances; 5.6.1.6 Affidavits of prevailing wages paid, signed and submitted by DB Contractor and each ELC Subcontractor required to submit such an affidavit under California Labor Code § 1775(b)(4) in the form required 59 Riverside County Transportation Commission Amendment No. 2 Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 8 of 16 Amendment No. 2 to Design-Build Contract (ELC Preliminary Design) EXECUTION VERSION 56358814.v10 under Governmental Rules or Project Standards, to the extent applicable to the ELC Work; 5.6.1.7 Assignment to RCTC of all right, title and interest in and to all Claims and causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15), arising from purchases of goods, services, equipment, hardware, software or materials in accordance with this Amendment or any ELC Subcontract; and 5.6.1.8 Such other supporting documentation to enable RCTC to fully an accurately determine (without needing to refer to any other documentation or information) the amounts payable by RCTC to DB Contractor, including any information reasonably requested by RCTC. 5.6.2 DB Contractor Change Requests related to the ELC Work filed concurrently with the Application for Final ELC Payment must otherwise be timely and meet all requirements under Section 16 of the Contract and are subject to Section 15 of the Contract. 5.6.3 If the Application for Final ELC Payment lists any existing or threatened Claims, Liens and stop payment notices of ELC Subcontractors, Suppliers, laborers or other third parties against DB Contractor, RCTC or the ELC Work, or if any is thereafter filed, RCTC may withhold from payment such amount as RCTC deems advisable to cover any amounts owing or which may become owing to RCTC by DB Contractor, including costs to complete or remediate uncompleted ELC Work or Nonconformances related thereto, and 125% of the amount of any existing or threatened Claims, Liens and stop payment notices of ELC Subcontractors, Suppliers, laborers or other third parties against DB Contractor, RCTC or the ELC Work. 5.6.4 RCTC will review DB Contractor’s proposed Application for Final ELC Payment as if it were an invoice under Section 5.3 of this Amendment except that any changes or corrections, including deductions described in Section 5.5.2 or 5.6.3 of this Amendment, will be forwarded to DB Contractor for correction within 20 Business Days. Any changes or corrections made pursuant to this Section 5.6.4 will be reflected in an updated monthly payment schedule showing the net amount owed to DB Contractor by month. 5.6.5 DB Contractor’s acceptance of Final ELC Payment for the ELC Work shall constitute a waiver of all Claims by DB Contractor, known or unknown, suspected or unsuspected, in connection with the ELC Work or this Amendment, except those previously made in writing and identified as unsettled at the time of submission of the Application for Final ELC Payment for the ELC Work and Claims which DB Contractor may be entitled to assert against RCTC with respect to indemnities under the Contract or with respect to RCTC's breach of obligations under this Amendment to be performed after Final ELC Payment. 60 Riverside County Transportation Commission Amendment No. 2 Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 9 of 16 Amendment No. 2 to Design-Build Contract (ELC Preliminary Design) EXECUTION VERSION 56358814.v10 5.6.6 The provisions of Sections 14.5 through 14.9 of the Contract shall apply with respect to the ELC Work, payments under Section 5 of this Amendment and the ELC Subcontractors, as the case may be. SECTION 6 NTP-ELC 6.1 DB Contractor acknowledges and agrees that: 6.1.1 RCTC has no obligation to issue NTP-ELC; and 6.1.2 Unless and until NTP-ELC is issued, RCTC has no liability to DB Contractor under this Amendment. 6.2 NTP1 and NTP2 under the Contract shall not apply to the ELC Work. 6.3 RCTC shall not issue NTP-ELC, and DB Contractor shall not commence the ELC Work, until the satisfaction by DB Contractor of the following conditions and issuance by RCTC of NTP-ELC: 6.3.1 The Surety shall have executed and delivered to RCTC an Acknowledgment regarding the Performance Bond and Payment Bond in the form attached hereto as Exhibit F hereto. 6.3.2 The Guarantor shall have executed and delivered to RCTC a Consent and Reaffirmation regarding the Guaranty in the form attached hereto as Exhibit G hereto. 6.4 DB Contractor shall satisfy the conditions precedent set forth in Section 6.3 of this Amendment and provide Notice thereof to RCTC not later than the Scheduled NTP- ELC Date. SECTION 7 ELC Submittal Review Process The requirements and review process set forth in Exhibit D hereto shall apply to the ELC Submittals. SECTION 8 ELC Progress Meetings DB Contractor shall arrange and conduct meetings with respect to the ELC Work in accordance with the requirements set forth in Section 7.4.4 of the Contract, provided that DB Contractor’s obligations under this Section 8 are in addition to and separate from its obligations under Section 7.4.4 of the Contract with respect to the Work generally. SECTION 9 ELC Liquidated Damages 9.1 The provisions of Section 20.1 of the Contract shall apply with respect to ELC Liquidated Damages, except: (a) references to “Liquidated Damages” shall be deemed to reference “ELC Liquidated Damages”; (b) references to “Completion Milestone” shall 61 Riverside County Transportation Commission Amendment No. 2 Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 10 of 16 Amendment No. 2 to Design-Build Contract (ELC Preliminary Design) EXECUTION VERSION 56358814.v10 be deemed to refer to “ELC Key Tasks Completion”; (c) references to “Completion Deadline” or “Substantial Completion Deadline” shall be deemed to refer to “ELC Key Tasks Completion Deadline”; (d) the ELC Liquidated Damages amounts are $3,000 for each day that ELC Key Tasks Completion is delayed beyond the ELC Key Tasks Completion Deadline, not to exceed 60 days; and (e) the provisions of Section 20.1.2 of the Contract shall not apply. 9.2 The provisions of Sections 20.3, 20.4 and 20.6 are not applicable to the ELC Work. 9.3 DB Contractor acknowledges and agrees that the ELC Liquidated Damages are reasonable in order to compensate RCTC and the Department for DB Contractor’s failure to timely achieve ELC Key Tasks Completion. DB Contractor further acknowledges that these damages are incapable of accurate measurement because of, among other things, their imprecise nature. The Parties have agreed to liquidated damages under this Section 9 in order to fix and limit DB Contractor’s costs and to avoid later Disputes over what amounts of damages are properly chargeable to DB Contractor. 9.4 If ELC Key Tasks Completion has not been achieved by the ELC Key Tasks Completion Deadline, RCTC may, in its sole discretion: (a) terminate this Amendment, in which case Sections 13.2 and 13.3 of this Amendment shall apply; (b) continue to assess the ELC Liquidated Damages, subject only to the limitations in Section 9.1 of this Amendment; and/or (c) exercise any other right or remedy under this Amendment, at law or in equity. 9.5 Except as expressly provided in this Section 9: (a) all other provisions under the Contract related to Liquidated Damages shall continue to apply; and (b) all other references in the Contract to Liquidated Damages, except in Sections 14.3.1 and 19.4 of the Contract, shall be deemed to include the ELC Liquidated Damages. SECTION 10 DB Contractor ELC Representations and Warranties DB Contractor represents and warrants that: 10.1 Each of the representations and warranties set forth in Sections 2.1.1, 2.1.2, and 2.1.20 through 2.1.25 of the Contract remain true and correct as of the date hereof; 10.2 As of the date hereof, DB Contractor has full power, right, and authority to execute and deliver this Amendment, and to perform all of its obligations provided for under this Amendment. 10.3 Each person executing this Amendment on behalf of DB Contractor has been duly authorized to execute and deliver this Amendment on behalf of DB Contractor. 10.4 This Amendment has been duly executed and delivered by DB Contractor. 62 Riverside County Transportation Commission Amendment No. 2 Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 11 of 16 Amendment No. 2 to Design-Build Contract (ELC Preliminary Design) EXECUTION VERSION 56358814.v10 10.5 DB Contractor has evaluated the ELC Site and other constraints affecting the ELC Work and has reasonable grounds to believe, and does believe, that the ELC Work can be performed within such constraints. 10.6 DB Contractor has evaluated the feasibility of performing the ELC Work so as to achieve ELC Key Tasks Completion by the ELC Work Completion Deadline and for the ELC Work Price, accounting for constraints affecting the ELC Work, and has reasonable grounds to believe and does believe such performance is feasible and practicable. 10.7 DB Contractor has, prior to executing this Amendment and in accordance with Good Industry Practice reviewed this Amendment and has brought to RCTC’s attention any Errors in this Amendment. 10.8 DB Contractor has familiarized itself with the requirements of all applicable Governmental Rules applicable to the ELC Work and the conditions of all Governmental Approvals required in connection with the ELC Work prior to entering into this Amendment. Except as specifically permitted under Section 16 of the Contract, DB Contractor shall and shall cause its ELC Subcontractors to comply with all such rules and conditions without any increase in the ELC Work Price or extension of the ELC Work Completion Deadline on account of such compliance, regardless of whether such compliance would require additional time for performance or additional labor, equipment and/or materials not expressly provided for in this Amendment. DB Contractor has no reason to believe that any Governmental Approval required to be obtained by DB Contractor will not be granted in due course in a timely fashion and thereafter remain in effect so as to enable the ELC Work to proceed in accordance with this Amendment. 10.9 Execution, delivery, and performance of this Amendment have been duly authorized by all necessary action of DB Contractor, DB Contractor’s members and the Guarantor, and will not result in breach or default under DB Contractor’s organizational documents, any indenture, loan, or credit agreement, or any other material agreement or instrument to which DB Contractor, any of DB Contractor’s members or the Guarantor is a party, or by which their properties and assets may be bound or affected. 10.10 This Amendment constitutes the legal, valid, and binding obligation of DB Contractor and, if applicable, each member of DB Contractor, in accordance with the terms of this Amendment, subject only to applicable bankruptcy, insolvency, and similar Governmental Rule that affect the enforceability of the rights of creditors generally, and the general principles of equity. 10.11 There is no action, suit, proceeding, investigation, or litigation pending and served on DB Contractor that challenges (i) DB Contractor’s authority to execute, deliver or perform, or the validity or enforceability of, this Amendment, (ii) DB Contractor’s assets, properties, or operations, as they relate to the Project, or (iii) the authority of DB Contractor’s official to execute this Amendment; and DB Contractor has disclosed to RCTC any pending and un-served or threatened action, suit, proceeding, investigation, or litigation with respect to such matters that DB Contractor is aware of or should be aware of after reasonable inquiry and investigation. 63 Riverside County Transportation Commission Amendment No. 2 Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 12 of 16 Amendment No. 2 to Design-Build Contract (ELC Preliminary Design) EXECUTION VERSION 56358814.v10 SECTION 11 RCTC Representations and Warranties RCTC represents and warrants that: 11.1 As of the date hereof, RCTC has full power, right, and authority to execute, deliver, and perform this Amendment and to perform all of RCTC’s obligations provided for under this Amendment. 11.2 Each person executing this Amendment on behalf of RCTC has been duly authorized to execute and deliver this Amendment on behalf of RCTC; and 11.3 This Amendment has been duly executed and delivered by RCTC. SECTION 12 DB Contractor ELC Defaults and ELC Events of Default 12.1 Except to the extent expressly amended by this Section 12, the DB Contractor Defaults, the Events of Defaults, and all provisions under the Contract related thereto, shall apply to the extent arising from or in connection with the ELC Work and this Amendment. Without limiting the foregoing, DB Contractor shall be in default under this Amendment upon the occurrence of any one or more of the following events or conditions (each, a “DB Contractor ELC Default”): 12.1.1 DB Contractor fails to satisfy the conditions of NTP-ELC as set forth in Section 6.3 of this Amendment within 14 days following the Scheduled NTP- ELC Date; 12.1.2 DB Contractor fails to: (i) promptly begin the ELC Work under this Amendment following issuance of the NTP-ELC; or (ii) resume performance of ELC Work that has been suspended or stopped within a reasonable time after receipt of Notice from RCTC to do so or (if applicable) after cessation of the event preventing performance; 12.1.3 DB Contractor fails to perform the ELC Work in accordance with this Amendment, including DB Contractor’s failure to comply with applicable standards in this Amendment with respect to the ELC Work, and refusing to remedy Nonconformances related thereto; 12.1.4 DB Contractor suspends, ceases, stops, or abandons the ELC Work, or fails to continuously and diligently prosecute the ELC Work excluding ELC Work stoppages due to: (i) termination by RCTC; (ii) the occurrence and continuance of a Force Majeure Event or suspension by RCTC; or (iii) RCTC’s failure to make undisputed payments to DB Contractor, in accordance with Section 5 of this Amendment; 12.1.5 DB Contractor makes or attempts to make, or suffers a voluntary or involuntary assignment or transfer of this Amendment or any right or interest in this Amendment, except as expressly permitted under Section 27.4 of the Contract; 64 Riverside County Transportation Commission Amendment No. 2 Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 13 of 16 Amendment No. 2 to Design-Build Contract (ELC Preliminary Design) EXECUTION VERSION 56358814.v10 12.1.6 DB Contractor fails, absent a valid dispute, to make payment when due for labor, equipment, or materials in accordance with its agreements with ELC Subcontractors and applicable law, or fails to comply with any Governmental Rule or reasonably comply with the instructions of RCTC consistent with this Amendment; 12.1.7 DB Contractor fails to make payment when due to RCTC of any amounts owing to RCTC under this Amendment, including ELC Liquidated Damages; 12.1.8 DB Contractor fails to timely observe or perform, or fails to cause to be timely observed or performed, any other agreement or covenant that DB Contractor is required to perform under this Amendment; or 12.1.9 Any representation or warranty made by DB Contractor in this Amendment or any certificate, schedule, instrument, or other document delivered by DB Contractor pursuant to this Amendment was false or materially misleading when made. 12.2 Without limiting the provisions of Section 19.1.2 of the Contract in respect of DB Contractor Defaults, including as applicable to the ELC Work, the following notice and cure periods shall apply with respect to DB Contractor ELC Defaults: 12.2.1 Except with respect to the DB Contractor ELC Defaults described in Sections 12.1.1, 12.1.4, 12.1.5 and 12.1.9 of this Amendment, DB Contractor and Surety shall be entitled to 15 days’ Notice and opportunity to cure any DB Contractor ELC Default before an ELC Event of Default is declared. 12.2.2 No notice and opportunity to cure is required for any DB Contractor ELC Default that by its nature cannot be cured. Failure to provide notice to Surety or any Guarantor shall not preclude RCTC from exercising its remedies against DB Contractor. 12.2.3 If a DB Contractor ELC Default (other than the DB Contractor Defaults described in Sections 12.1.1, 12.1.4, 12.1.5 and 12.1.9 of this Amendment is capable of cure but, by its nature, cannot be cured within 15 days, as determined by RCTC, such additional period of time shall be allowed as may be reasonably necessary to cure the DB Contractor ELC Default, so long as DB Contractor commences such cure within such 15-day period and thereafter diligently prosecutes such cure to completion; except that, in no event shall such cure period exceed 60 days in total. 12.2.4 In the event of a DB Contractor ELC Default under Section 12.1.7 of this Amendment, DB Contractor shall be entitled to 7 days’ Notice and opportunity to cure. 65 Riverside County Transportation Commission Amendment No. 2 Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 14 of 16 Amendment No. 2 to Design-Build Contract (ELC Preliminary Design) EXECUTION VERSION 56358814.v10 12.2.5 DB Contractor acknowledges and agrees that the DB Contractor Defaults described in Sections 12.1.4, 12.1.5 and 12.1.9 of this Amendment are not curable and no notice or cure period shall apply. 12.2.6 Notwithstanding the foregoing, the provisions of Section 19.1.2(f) of the Contract shall apply with respect to DB Contractor ELC Defaults. 12.3 If any DB Contractor ELC Default is not subject to cure or is not cured within the applicable cure period (if any) specified in this Section 12, RCTC may provide Notice to DB Contractor that an “ELC Event of Default” has occurred. In addition to all other rights and remedies provided by law or in equity, and such rights and remedies as are otherwise available under this Amendment, the Performance Bond and/or the Guaranty, if an ELC Event of Default occurs, then RCTC may without further notice and without waiving or releasing DB Contractor from any obligations, and DB Contractor shall have the obligations (as applicable) set forth in Section 19.2.1 of the Contract. SECTION 13 RCTC Remedies for ELC Breaches 13.1 Except as otherwise expressly provided in this Amendment, all remedies available to RCTC under the Contract in connection with any breaches by DB Contractor of its representations, warranties, covenants and obligations thereunder shall be available to RCTC in connection with any breaches by DB Contractor of its representations, warranties, covenants and obligations under this Amendment, including for any DB Contractor ELC Default, any other DB Contractor Default, any ELC Event of Default, or any other Event of Default arising in connection with the ELC Work or this Amendment. 13.2 RCTC may terminate this Amendment pursuant to Section 9.2 of this Amendment or for any Event of Default arising in connection with the ELC Work, including any ELC Event of Default, independent of any termination of the Contract and the remainder of the Work. 13.3 Upon any such termination: 13.3.1 The provisions of Section 19.2.1 of the Contract shall apply with respect to the termination of this Amendment, except references therein to: (a) “Work” or “Project” shall be deemed to refer to “ELC Work”; (b) “Site” shall be deemed to refer to “ELC Site”; and (c) “Contract” or “Subcontracts” shall be deemed to refer to this “Amendment” or “ELC Subcontracts”; and 13.3.2 The provisions of Sections 19.2.2 through 19.2.8 of the Contract shall apply (with the changes necessary to reflect only termination of this Amendment and the ELC Work) with respect to the termination of the ELC Work and this Amendment. Without limiting the foregoing, DB Contractor, Guarantor and each Surety shall not be relieved of liability for continuing ELC Liquidated Damages on account of a DB Contractor ELC Default or by RCTC’s declaration of an ELC Event of Default, or by actions taken by RCTC under this Section 13.3. 66 Riverside County Transportation Commission Amendment No. 2 Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 15 of 16 Amendment No. 2 to Design-Build Contract (ELC Preliminary Design) EXECUTION VERSION 56358814.v10 13.4 If this Amendment is terminated pursuant to Section 9.2 of this Amendment or for any Event of Default arising in connection with the ELC Work, DB Contractor shall be prohibited from competing in any design, construction, design-build or other procurement related to the ELC, or any portion thereof. The foregoing prohibition shall apply to DB Contractor, all joint venture members in DB Contractor, AZTEC Engineering Group and any other ELC Subcontractor responsible for the relevant ELC Work, and all affiliates of any of the foregoing. SECTION 14 Termination for Convenience RCTC may, at any time after the date hereof, terminate this Amendment and the ELC Work, at its convenience, by Notice of Termination for Convenience in accordance with Section 18 of the Contract, provided that any payment for Termination for Convenience of this Amendment shall be limited to amounts related to the ELC Work and ELC Work Price, and not the remainder of the Work or Contract Price. A termination for convenience of this Amendment shall be independent of any termination of the Contract and the remainder of the Work. SECTION 15 Termination of Amendment or Contract For avoidance of doubt, any termination of this Amendment shall (i) constitute a termination of the ELC Work and the rights of DB Contractor under this Amendment; and (ii) not terminate the Contract or the rights and obligations of the parties with respect to all other Work and the Project. Notwithstanding the foregoing, a termination of the Contract shall automatically terminate this Amendment. SECTION 16 Counterparts This Amendment may be executed in any number of counterparts, each copy of which shall have the same force and effect as the original agreement. Facsimile signatures, including signatures transmitted by electronic mail, shall have the same force and effect as original signatures. SECTION 17 Governing Law This Amendment shall be governed by the laws of the State, without regard to conflict of law principles. The venue of any court, judicial or referee proceeding under this Amendment shall be in Riverside County, California, unless changed by the judicial officer. SECTION 18 Remainder of Contract Except as amended by this Amendment, all provisions of the Contract remain in full force and effect. [Signatures on following page] 67 Riverside County Transportation Commission Amendment No. 2 Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 16 of 16 Amendment No. 2 to Design-Build Contract (ELC Preliminary Design) EXECUTION VERSION 56358814.v10 SIGNATURE PAGE TO AGREEMENT NO. 2 IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first herein above written. RIVERSIDE COUNTY SKANSKA-AMES A JOINT TRANSPORTATION COMMISSION VENTURE By:_____________________________ __________________________ Anne Mayer, Executive Director Signature __________________________ Name __________________________ Title APPROVED AS TO FORM: Contractor License No. 1010973 By: _____________________________ Best Best & Krieger LLP General Counsel 68 Riverside County Transportation Commission Exhibit A Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 1 of 3 Amendment No. 2 to Design-Build Contract Exhibits Amendment Definitions EXECUTION VERSION 56358814.v10 EXHIBIT A AMENDMENT DEFINITIONS Unless the context otherwise requires, capitalized terms used in this Amendment have the following meanings: Amendment means Amendment No. 2 to the Design-Build Contract, dated as of May ___, 2018, including all exhibits and attachments to such amendment. Application for Final ELC Payment means DB Contractor’s written request for Final ELC Payment of the unpaid remainder of the ELC Work Price as further described in Section 5.6 of this Amendment. DB Contractor ELC Default has the meaning given in Section 12.1 of this Amendment. East End Extension means the proposed improvements along eastbound SR- 91 between approximately E91-N15/S15 Connector Overhead and approximately South Promenade Avenue. ELC has the meaning given in Recital B of this Amendment. ELC Event of Default has the meaning given in Section 12.3 of this Amendment. ELC Health and Safety Plan means the plan described in Section D.1.3 of Exhibit B to this Amendment. ELC Invoice Certificate means the certificate to be provided with each invoice in the form included in Exhibit H-B to this Amendment. ELC Key Tasks Completion means completion of Task 2.3, Task 3 (excluding those portions related only to the East End Extension), 5 and 6.1 of Section D of Exhibit B to this Amendment, in accordance with this Amendment. ELC Key Tasks Completion Deadline means 140 days following the Scheduled NTP-ELC Date, as such deadline may be extended under this Amendment. ELC Limits means the geographical limits for the ELC, as described in Section B of Exhibit B to this Amendment. ELC Liquidated Damages means the liquidated damages set forth in Section 9 of this Amendment for delay in achievement of ELC Key Tasks Completion by the ELC Key Tasks Completion Deadline. ELC Progress Meeting means a meeting described in Section 8 of this Amendment. 69 Riverside County Transportation Commission Exhibit A Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 2 of 3 Amendment No. 2 to Design-Build Contract Exhibits Amendment Definitions EXECUTION VERSION 56358814.v10 ELC Quality Management Plan means the plan described in Section D.1.2 of Exhibit B to this Amendment. ELC Reference Documents means the documents and information described in Exhibit J to this Amendment. ELC Site means the ELC project site within the ELC Limits, including any temporary work site approved by RCTC in accordance with Section C of Exhibit B to this Amendment. ELC Subcontract means a Subcontract related to the ELC Work or any portion thereof. ELC Subcontractor means any Person with whom DB Contractor has entered into any ELC Subcontract and any other Person with whom any ELC Subcontractor has further subcontracted any part of the ELC Work, at any tier. ELC Submittal means any document, work product, or other written or electronic end product or item required under this Amendment to be prepared by DB Contractor and delivered or submitted to RCTC. ELC Technical Provisions means modified Technical Provisions applicable solely to the ELC Work as set forth in Exhibit E to this Amendment. ELC Work has the meaning given in Recital D of this Amendment. ELC Work Management Plan means the plan described in Section D.1.1 of Exhibit B to this Amendment. ELC Work Price means $$4,718,786.75, subject to adjustment only in accordance with the express terms of the Contract. ELC Work Schedule means the cost-loaded schedule for the ELC Work set forth in Exhibit C to this Amendment. Final ELC Payment means payment by RCTC of the final instalment of the ELC Work Price. MOU has the meaning given in Recital C of this Amendment. NTP-ELC means a Notice issued by RCTC to DB Contractor authorizing DB Contractor to proceed with the ELC Work under this Amendment. NTP-ELC Delay means a critical path delay in the achievement of ELC Key Tasks Completion caused solely by a delay in issuance of NTP-ELC for reasons other than an act or failure to act by any DB-Related Entity or any DB Contractor Fault. 70 Riverside County Transportation Commission Exhibit A Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 3 of 3 Amendment No. 2 to Design-Build Contract Exhibits Amendment Definitions EXECUTION VERSION 56358814.v10 Scheduled NTP-ELC Date means May 10, 2018, as such date may be extended under this Amendment. Task means any of Tasks 1 through 6 described in Section E of Exhibit B to this Amendment. 71 Riverside County Transportation Commission Exhibit A Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 1 of 3 Amendment No. 2 to Design-Build Contract Exhibits Amendment Definitions EXECUTION VERSION 56358814.v10 EXHIBIT A AMENDMENT DEFINITIONS Unless the context otherwise requires, capitalized terms used in this Amendment have the following meanings: Amendment means Amendment No. 2 to the Design-Build Contract, dated as of May ___, 2018, including all exhibits and attachments to such amendment. Application for Final ELC Payment means DB Contractor’s written request for Final ELC Payment of the unpaid remainder of the ELC Work Price as further described in Section 5.6 of this Amendment. DB Contractor ELC Default has the meaning given in Section 12.1 of this Amendment. East End Extension means the proposed improvements along eastbound SR- 91 between approximately E91-N15/S15 Connector Overhead and approximately South Promenade Avenue. ELC has the meaning given in Recital B of this Amendment. ELC Event of Default has the meaning given in Section 12.3 of this Amendment. ELC Health and Safety Plan means the plan described in Section D.1.3 of Exhibit B to this Amendment. ELC Invoice Certificate means the certificate to be provided with each invoice in the form included in Exhibit H-B to this Amendment. ELC Key Tasks Completion means completion of Task 2.3, Task 3 (excluding those portions related only to the East End Extension), 5 and 6.1 of Section D of Exhibit B to this Amendment, in accordance with this Amendment. ELC Key Tasks Completion Deadline means 140 days following the Scheduled NTP-ELC Date, as such deadline may be extended under this Amendment. ELC Limits means the geographical limits for the ELC, as described in Section B of Exhibit B to this Amendment. ELC Liquidated Damages means the liquidated damages set forth in Section 9 of this Amendment for delay in achievement of ELC Key Tasks Completion by the ELC Key Tasks Completion Deadline. ELC Progress Meeting means a meeting described in Section 8 of this Amendment. 72 Riverside County Transportation Commission Exhibit A Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 2 of 3 Amendment No. 2 to Design-Build Contract Exhibits Amendment Definitions EXECUTION VERSION 56358814.v10 ELC Quality Management Plan means the plan described in Section D.1.2 of Exhibit B to this Amendment. ELC Reference Documents means the documents and information described in Exhibit J to this Amendment. ELC Site means the ELC project site within the ELC Limits, including any temporary work site approved by RCTC in accordance with Section C of Exhibit B to this Amendment. ELC Subcontract means a Subcontract related to the ELC Work or any portion thereof. ELC Subcontractor means any Person with whom DB Contractor has entered into any ELC Subcontract and any other Person with whom any ELC Subcontractor has further subcontracted any part of the ELC Work, at any tier. ELC Submittal means any document, work product, or other written or electronic end product or item required under this Amendment to be prepared by DB Contractor and delivered or submitted to RCTC. ELC Technical Provisions means modified Technical Provisions applicable solely to the ELC Work as set forth in Exhibit E to this Amendment. ELC Work has the meaning given in Recital D of this Amendment. ELC Work Management Plan means the plan described in Section D.1.1 of Exhibit B to this Amendment. ELC Work Price means $4,718,786.75, subject to adjustment only in accordance with the express terms of the Contract. ELC Work Schedule means the cost-loaded schedule for the ELC Work set forth in Exhibit C to this Amendment. Final ELC Payment means payment by RCTC of the final instalment of the ELC Work Price. MOU has the meaning given in Recital C of this Amendment. NTP-ELC means a Notice issued by RCTC to DB Contractor authorizing DB Contractor to proceed with the ELC Work under this Amendment. NTP-ELC Delay means a critical path delay in the achievement of ELC Key Tasks Completion caused solely by a delay in issuance of NTP-ELC for reasons other than an act or failure to act by any DB-Related Entity or any DB Contractor Fault. 73 Riverside County Transportation Commission Exhibit A Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 3 of 3 Amendment No. 2 to Design-Build Contract Exhibits Amendment Definitions EXECUTION VERSION 56358814.v10 Scheduled NTP-ELC Date means May 10, 2018, as such date may be extended under this Amendment. Task means any of Tasks 1 through 6 described in Section E of Exhibit B to this Amendment. 74 Riverside County Transportation Commission Exhibit B Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 1 of 8 Amendment No. 2 to Design-Build Contract Exhibits Scope of ELC Work EXECUTION VERSION 56358814.v10 EXHIBIT B SCOPE OF ELC WORK A. Introduction The ELC Work comprises preliminary design services, geotechnical investigations and other related activities with respect to the ELC, as more particularly described in this Exhibit B. As part of the ELC Work, DB Contractor shall: (a) determine all physical components of the ELC required to construct the ELC, including through a thorough examination of the Contract and the ELC Site and as may be reasonably inferred from such examination; (b) perform the preliminary design of such components as described herein; and (c) perform all other activities described in Section D of this Exhibit B. DB Contractor shall perform all ELC Work in accordance with the requirements of this Amendment. B. ELC Limits The ELC will be located in the City of Corona in Riverside County, California. The ELC Limits, as may be adjusted in accordance with the last paragraph of this Section B, are as follows and are depicted on Attachment 1 to this Exhibit B: Western limit – Approximately at Lincoln Avenue at Riverside County post mile 5.1 Eastern limit – Approximately at Promenade Avenue at Riverside County post mile 8.1 Northern limit – Approximately at Corona Avenue at Riverside County post mile 42.2 Southern limit – Approximately at the I-15/SR-91 Interchange at Riverside County post mile 41.5 Subject to the prior written consent of RCTC, the ELC Limits may be extended beyond the limits identified above to the extent deemed necessary to complete the preliminary design (for example, any advanced signage and pavement delineation required beyond the limits set forth above). C. ELC Site The ELC Site includes the I-15/SR-91 connector, all impacted roadways, all other areas affected by ELC Work such as adjacent routes along which ELC-related construction will occur (i.e., roadways that will be affected by utility relocations, etc.), detour routes, alternate routes, and truck haul routes marked or otherwise used for maintenance of 75 Riverside County Transportation Commission Exhibit B Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 2 of 8 Amendment No. 2 to Design-Build Contract Exhibits Scope of ELC Work EXECUTION VERSION 56358814.v10 traffic (MOT) related to the ELC. Subject to the prior written approval of RCTC and any terms and conditions imposed thereon, temporary work such as MOT may occur outside the ELC Limits. DB Contractor shall be responsible for acquiring any temporary access rights required to perform the ELC Work. D. Elements of ELC Work The ELC Work includes the following activities. To the extent that a Task (or any portion thereof) includes the submission of an ELC Submittal for approval by RCTC or the Department, as the case may be, such approval is required for such Task (or such portion thereof) to be considered completed. All ELC Submittals shall be submitted in accordance with the applicable dates specified in the ELC Work Schedule: Task 1 Project Management 1.1 General ELC Work Management DB Contractor shall develop, implement, and maintain the project management organization and systems that effectively manage all elements of the ELC Work. DB Contractor shall prepare an ELC Work Management Plan in accordance with Exhibit E to this Amendment that describes DB Contractor’s managerial approach, strategy, and quality procedures to perform the ELC Work and comply with all requirements of this Amendment. The plan shall include an approach to document control, scheduling, and progress measurement. DB Contractor shall submit the ELC Work Management Plan to RCTC for its approval. DB Contractor shall define and follow the ELC Work management effort as established in the ELC Work Management Plan, and shall cause all ELC Subcontractors to comply with, the ELC Work Management Plan in performing the ELC Work. 1.2 ELC Quality Program DB Contractor is solely responsible for performance and documentation of the quality of all components of the ELC Work. DB Contractor shall prepare an ELC Quality Management Plan in accordance with Exhibit E to this Amendment that describes DB Contractor’s approach to quality control and quality assurance for the performance of the ELC Work and compliance with this Amendment. DB Contractor shall submit the ELC Quality Management Plan to RCTC for its approval. DB Contractor shall maintain its own internal quality control staff and contract for all quality assurance services with respect to the ELC Work in the same manner as required for the Project under the Contract. The quality control/quality assurance for the ELC Work includes design, survey, inspection, material sampling, testing, geotechnical, environmental compliance, document control, and auditing to ensure that the ELC Work is completed in accordance with this Amendment. DB Contractor shall comply with, and shall cause all ELC Subcontractors to comply with, the ELC Quality Management Plan in performing the ELC Work. 76 Riverside County Transportation Commission Exhibit B Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 3 of 8 Amendment No. 2 to Design-Build Contract Exhibits Scope of ELC Work EXECUTION VERSION 56358814.v10 1.3 ELC Health and Safety Plan DB Contractor shall prepare an ELC Health and Safety Plan in accordance with Exhibit E to this Amendment that describes DB Contractor’s policies, plans, training programs, site controls, and Incident Management to ensure the health, safety and security of ELC personnel as well as the general public during the performance of the ELC Work. DB Contractor shall submit the ELC Health and Safety Plan to RCTC for its approval. DB Contractor shall comply with, and shall ensure that all ELC Subcontractors shall comply with, the ELC Health and Safety Plan in performing the ELC Work. 1.4 Governmental Approvals and Railroad Approvals DB Contractor is responsible for obtaining necessary Governmental Approvals and Railroad Approvals to perform preliminary engineering tasks under this Amendment, including land survey, geotechnical investigations, and utility potholing. Governmental Approvals required to perform preliminary engineering tasks include Encroachment Permits from the Department and Riverside County Flood Control and Water Conservation District. DB Contractor will also be responsible for obtaining railroad right-of-way access from BNSF. DB Contractor is responsible for preparing and obtaining approval for traffic control plans and providing traffic control as necessary to perform land survey, geotechnical investigations, and utility potholing. The ELC Work shall be performed within the Area of Potential Effects (APE) set forth in Attachment 2 to this Exhibit. Task 2 Coordination 2.1 Environmental DB Contractor shall ensure that the preliminary design for the ELC complies with the environmental commitments reflected in the SR-91 CIP Final Environmental Impact Report/Environmental Impact Statement and all other applicable Governmental Approvals. 2.2 Railroad The ELC interfaces with the San Bernardino Subdivision, California Subdivision railroad corridor owned and operated by the BNSF Railway Company (BNSF). In addition, Metrolink and Amtrak have operating rights on this corridor. DB Contractor shall coordinate and design both temporary and permanent structures in accordance with the railroad companies’ criteria and requirements, as necessary to maintain the level of service and to accommodate the ELC construction. DB Contractor is responsible for obtaining and complying with all applicable design and construction specifications and requirements for each location. 77 Riverside County Transportation Commission Exhibit B Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 4 of 8 Amendment No. 2 to Design-Build Contract Exhibits Scope of ELC Work EXECUTION VERSION 56358814.v10 DB Contractor shall schedule a kickoff meeting with BNSF to discuss the ELC within 30 days following issuance of NTP-ELC and identify critical milestones required to progress the ELC through final design and construction. RCTC may participate in such meeting, in its discretion. DB Contractor shall coordinate with BNSF to obtain preliminary approval on the structures design and determine the obligations for future phases of the ELC Work. 2.3 Roadway 2.3.1 ELC Geometric Approval Drawings DB Contractor shall review Geometric Approval Drawings (ELC GAD), Design Exception Fact Sheets, and DIB 78 Checklist prepared by RCTC for the ELC. DB Contractor shall provide written concurrence or submit proposed design refinements for RCTC review in accordance with the ELC Work Schedule. This shall be DB Contractor’s sole opportunity to review and comment on the ELC Geometric Approval Drawings, after which DB Contractor shall be deemed to have accepted the ELC Geometric Approval Drawings. 2.3.2 Storm Water Data Report (SWDR) DB Contractor shall prepare a draft SWDR for the ELC Work for review by the Department. 2.3.3 Stage Construction and Maintenance of Traffic Analysis DB Contractor shall develop a Preliminary Transportation Management Plan, including stage construction and traffic handling plans, for review by the Department. 2.3.4 Sign Concept Plan DB Contractor shall develop a sign concept plan for approval by the Department and RCTC. 2.3.5 Roadway Design in Support of Cost Estimating DB Contractor shall advance roadway design and develop and submit estimating plans that include sufficient information and physical scope defined for quantity take-offs and estimating purposes. 78 Riverside County Transportation Commission Exhibit B Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 5 of 8 Amendment No. 2 to Design-Build Contract Exhibits Scope of ELC Work EXECUTION VERSION 56358814.v10 2.4 Toll System Coordination DB Contractor shall coordinate with the Toll System Provider to determine location and sizing of toll related equipment for cost estimating purposes. DB Contractor shall hold a weekly toll coordination meeting with the Toll System Provider throughout the performance of the ELC Work. 2.5 Utility Coordination DB Contractor shall coordinate with Utility Owners to prepare existing Utility mapping and identify potential Utility conflicts for purposes of the design and construction of the ELC. DB Contractor shall coordinate with respective Utility Owners to pothole their facilities and positively identify Utility conflicts. DB Contractor shall develop a utility strip map, identify utility potholes required to positively identify utility conflicts, and perform utility potholing to identify utility conflicts. DB Contractor shall submit utility strip map and utility conflicts matrix to RCTC for approval. Task 3 Geotechnical DB Contractor shall perform all inspections and examinations of the ELC Site and surrounding locations, geotechnical investigations, field and laboratory testing and studies, research, and analyses, and other appropriate activities sufficient to effectively determine and understand the existing surface and subsurface conditions of the ELC to be used by DB Contractor to carry out the design. DB Contractor shall ensure the inspections, examinations, geotechnical investigations, studies, and analyses are both thorough and complete, to provide accurate information for the design of roadways, embankments, pavements, foundations, structures, and other facilities that result in a design for the ELC that is safe, and meets all Amendment requirements. 3.1 Geotechnical Execution Plan DB Contractor shall augment the I-15 ELP Geotechnical Execution Plan to identify the location of planned borings, anticipated boring type, depth, and laboratory testing required, and submit the augmented plan to RCTC for approval. 3.2 Geotechnical Subsurface Exploration DB Contractor shall augment the geotechnical investigations that DB Contractor previously undertook under the Contract for the connector structures to obtain geotechnical subsurface information. DB Contractor shall perform subsurface exploration necessary for the geotechnical design and construction of the East End Extension as well as the connector structures subsurface exploration as follows: 79 Riverside County Transportation Commission Exhibit B Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 6 of 8 Amendment No. 2 to Design-Build Contract Exhibits Scope of ELC Work EXECUTION VERSION 56358814.v10 • E91/N15 connector west approach (110 feet) • E91/N15 connector west approach (110 feet) • E91/N15 overhead abutment 1 (75 feet) • E91/N15 connector bent 3 (85 feet) • E91/N15 connector and S15/W91 connector north approach (45 feet) • E91/N15 connector and S15/W91 connector north approach (45 feet) • S15/W91 connector bent 12 (75 feet) • S15/W91 connector bent 10 (70 feet) • S15/W91 connector bent 5 (80 feet) 3.3 Foundation Report DB Contractor shall prepare and submit to RCTC a preliminary foundation report for each new bridge and nonstandard wall listed under Task 5 of this Section D for inclusion with the structure type selection submittals described in Task 5 of this Section D. DB Contractor shall also prepare and submit to RCTC a draft final foundation report for each new bridge and nonstandard wall listed under Task 5 of this Section D. The Department’s approval of the draft final foundation reports referenced in the preceding sentence is excluded from the scope of this Task 3.3. DB Contractor shall prepare and submit to RCTC and to the Department, for its approval, the final foundation reports for the East End Extension. 3.4 Log of Test Borings (“LOTBs”) DB Contractor shall prepare LOTB sheets and include them in the final foundation reports submitted under Task 3.3 of this Section D. 3.5 Pavement Structural Sections DB Contractor shall perform field work to develop ramp pavement structural section recommendations for the south I-15 to east SR-91 ramp and the north I-15 to east SR-91 ramp for approval by RCTC. RCTC will provide DB Contractor with traffic indices required for pavement design and RCTC will perform all LCCA required for pavement design and acceptance by the Department. Task 4 Surveying 4.1 Design Survey DB Contractor shall provide accurate and consistent land surveying and mapping necessary to support design of the ELC. Review existing survey data 80 Riverside County Transportation Commission Exhibit B Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 7 of 8 Amendment No. 2 to Design-Build Contract Exhibits Scope of ELC Work EXECUTION VERSION 56358814.v10 and determine the requirements for updating or extending the existing survey and mapping data. DB Contractor is responsible for the precision, accuracy, and comprehensiveness of all survey and mapping. DB Contractor shall submit design survey data to RCTC. Task 5 Structures Type Selection 5.1 Structures Type Selection DB Contractor shall prepare and submit to RCTC structure type selection reports for the ELC in accordance with TP Section 14.3.1.1 (Structure Type Selection Submittal) (except references therein to “the Contract” are deemed to refer to “the Amendment” and references to “the Project” are deemed to refer to “the ELC”). DB Contractor shall hold over-the-shoulder review with RCTC two weeks prior to submitting the reports to RCTC, and shall address RCTC’s comments prior to submitting the reports to the Department. DB Contractor shall hold all Type Selection Meetings for the ELC Work with the Department and RCTC, as required by the Department, in accordance with the ELC Work Schedule. Structure type selection submittals will be required for all bridges and nonstandard walls, including the following: • S15/W91 Express Lane Connector • E91/N15 Express Lane Connector • E91/N15 Express Lane Temescal Wash Overhead • RW#1 – Retaining Wall at E91/N15 Express Lane Temescal Wash Overhead West Approach • RW#2 and RW#3 – Retaining Walls at E91/N15 and S15/W91 Express Lane Connectors North Approach • RW#4 – Retaining Wall at E91 auxiliary lane • RW#5 - Retaining Wall Below Route 15/91 Separation along E91 • RW#6 - Retaining Wall Below South Promenade Avenue Overcrossing along E91 RW#9 and RW#10 - Retaining Walls between E91/N15 Express Lane Temescal Wash Overhead and E91/N15 Express Lane Connector 5.2 Structures Preliminary Falsework Design DB Contractor shall evaluate the falsework design for construction of the ELC Work for estimating purposes and prepare and submit a preliminary falsework design plan to RCTC. 81 Riverside County Transportation Commission Exhibit B Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 8 of 8 Amendment No. 2 to Design-Build Contract Exhibits Scope of ELC Work EXECUTION VERSION 56358814.v10 Task 6 Civil Design Studies 6.1 Hydraulics Studies DB Contractor shall develop hydroplaning analysis in accordance with Department’s hydraulic design guidelines for the proposed design identified in the ELC GAD. DB Contractor shall provide recommendations to RCTC to ensure that the calculated spread width can be accommodated within proposed shoulder widths. DB Contractor shall submit a preliminary hydraulic study to RCTC to document its calculations and recommendations. 6.2 East End Extension Design DB Contractor shall develop detailed pre-RFC design for the east end extension work. The east end extension includes construction of a new auxiliary lane along eastbound SR-91. The following design sheets will be included with an Intermediate Design Package and draft Final Design Package submittal to be completed in accordance with the ELC Work Schedule. The draft Final Design Package shall follow the requirements of the Final Design Package per TP Sections 3.3.1.4 and 3.3.3.4. 6.2.1 Typical Sections 6.2.2 Roadway Layout Sheets 6.2.3 Profile Sheets 6.2.4 Construction Details 6.2.5 Temporary Water Pollution Control Sheets 6.2.6 Contour Grading Sheets 6.2.7 Drainage Design Sheets 6.2.7.1 Drainage Plan 6.2.7.2 Drainage Profile 6.2.7.3 Drainage Details 6.2.8 Utility Sheets 6.2.9 Construction Area Signs 6.2.10 Stage Construction/Traffic Handling 6.2.11 Pavement Delineation and Sign 6.2.12 Landscaping Sheets 6.2.12.1 Plant List 6.2.12.2 Planting Plan 6.2.12.3 Irrigation Removals and Construction 6.2.13 Electrical Sheets 6.2.14 RW#4 – Retaining Wall at E91 auxiliary lane 6.2.15 RW#5 - Retaining Wall Below Route 15/91 Separation along E91 6.2.16 RW#6 - Retaining Wall Below South Promenade Avenue Overcrossing along E91 82 Riverside County Transportation Commission Attachment 1 to Exhibit B Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 1 of 1 Amendment No. 2 to Design-Build Contract Exhibits Scope of ELC Work ELC Limits and APE EXECUTION VERSION 56358814.v10 Attachment 1 to Exhibit B ELC Limits (See attached.) 83 91 241 71 15 TO ANAHEIM TO RIVERSIDE E PARKRIDGE AVE HIDDEN VALLEY PARKW AY CORONA PROJECT LIMITS VICINITY MAP NORCO EL CERRITORIVERSIDE COUNTYSAN B E R NA R D INO C OU N T Y ORANGE COUNTYSECOND STREET LINCOLN AVESERFAS CLUB DRMAGNOLIA AVE S PROMENADE AVEE 6TH STREETG RE E N RIVE R R D S MAPLE STREETN SMITH AVELEGEND COUNTY LINE DVLB DNARG TO TEMECULA TO POMONA TO EASTVALE ATTACHMENT 1 TO EXHIBIT B ELC LIMITS 84 Riverside County Transportation Commission Attachment 2 to Exhibit B Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 1 of 1 Amendment No. 2 to Design-Build Contract Exhibits Scope of ELC Work Area of Potential Effects (APE) EXECUTION VERSION 56358814.v10 Attachment 2 to Exhibit B Area of Potential Effects (APE) (See attached.) 85 ASPHPEARL STTS TSTS UB UB ASP HCONCCONC TANK UB ASPH CONC CONC DIKE CONCCONC CONC CONC ASP HASPH ASPH CONCCONC CONC UB UB UB UB UB UB SP SP UB UB VC UBUB ASPH ASPH VC ASPH UB UBUBUBUBASPHASP HASPHDIKECONCS P UBUBSPT STSTST STS UBUBUBUBUBTSSP ASPHCONC CONCT E ME S C A L WAS HTEMESCAL WASHCONC BNSF/AMT RAK/MET ROLIN KAS PHASPH A SP HCONCASPHD RYASPH ASPH AS P H AS P HASPH 3 RD ST ASPHASPH CBASPH ASPH RIV - 91 RIV - 91 ASPHASPHASPHRIV - 91ASPHCONC DIKE ASPH ASPH ASPH ASPH ASPH ASPH CONC ASPH ASPH ASPHDIKE ASPH ASPH CONC CONC ASPHASPHASPH ASPH CONCASPH ASPHASPHASPHASP HAS P HASP H AS PHASPHASPHRIV - 91 ASP HASPH ASPHASPH ASPH ASPHASPH ASPHASP HCRESTA RDASPHCRE S T A RDCRESTA RD SR - 91 RIPCHAK RD ASPH ASPH ASPH ASPHASPHSR - 91 SR - 91 SR - 91 SR - 91 SR - 91 SR - 91 SR - 91SR - 91SR - 91 SR - 91 SR - 91 CCBNSF/AMTRA K/MET ROLI NKTANKS UB UBVCUB UB UB UB UB SPSPSP SPSP SP UB PIPEUBUBUB UBUBUBUBUBPI PESPPI P E CB CB CB CB CB CBDRYUBUB UBUBUBUB UB UBUBASPH CONC RIV - 91 RIV - 91 SP SP SP UB TS SP SP SP SP UB DIKE CONC CONCCONCASPH ASPH ASPHASPHASPHASPHWY NOLA CTASPHCONC PROMINADE AVERIV - 91 PROMINADE AVEASPHCOLFAX CIR RIV - 9115 91 FFFFFFFFFFFFFFFFFFFFFFF134 0 1345 8 9 1 2 3 4 6 7 8 9 380 385 390395400 9 1 2 3 4 6 7 8 9 1 23467891234385 39 0 3 9 5 2 3 4 6 7 8 91 2 3 4 6 74326 4326 433 0 4335 7 8 9 1 2 3 4 6 7 5320 53 255330 53 35 1 23 4 67 89 1234 6229022 952300 230591 2 34 67 89 1 2 34 6 345 35 0 355 360365 370 375 380 385 2 3 4 6 7 8 9 12 3 4 6 7 8 9 1234 6 7 8 9 1 2 3 4 6 7 8 9 1 2 3 4 6 7 8 428 5 4 6 370 375 380 385 1 2 3 4 6 7 8 9 1 2 3 4 6 7 290 295 300 30 5 31 0 315 320 3 25 33 0 335 34 0 34 5 350 355 360 365 370 375 380 385 390 405 410 415 420 42 5430 8 9 12 3 46 7 8 9 1 2 3 4 6 7 8 9 1 2 3 4 6 7 8 9 1 2 34 6 78 91 2 3 4 6 7 8 9 12 3 4 6 7 8 9 1 2 3 4 6 7 8 9 1 23 4 678 9 1 2 3 4 6 7 8 9 1 2 3 4 6 7 8 9 1 2 3 4 6 7 8 9 1 2 3 4 6 7 8 9 1 234 67 8 91 23 4 2340 234 5 2350 2355 236 08 9 1 2 3 4 6 7 8 9 1234678 9 1234350 355 360 365 7 8 9 1 2 3 46 7 89 12 34 6 7 395 400 405 410 415 420 425 430 4 3 5 4 6 7 8 91 234 6 7 8 9 1 2 3 4 6 7 8 9 1 2 3 4 6 78 9 1 2 3 4 6 7 335 340 345 35 0 35 5 360365 370 375 380 385 390 6 7 8 9 1 23 4 6 7 8 9 1 2 3 4 6 7 8 9 1 234 6 7 8 9 1 2 3 4 6 7 8 9 1 2 3 4 6 7 8 9 1 665 670 23467 8 9 1 2 185190 195 2 346 7 891 2 3 4 6 7200 2 346 7 891 2 3 4 6 720089123328532903 4 6 7 8 9 12218521902195220022052210221522203467891234678912346789123467891234680 3 4 6 7 8 675 9 15 20 25 30 35 40 45 505560651 2 3 467 89 1 2 3 4 6 7 8 9 1 2 3 4 6 7 8 9 1 2 3 4 67891234678912346715 20 25 303540451 2 3 4 6 7 8 9 1 2 3 467891234678912346 9 20 1 2 3PT: 20+31.08EP: 23+31.14PCC: 18+37.28678 15104321PC: 11+02.48 INTERSTATE CALIFORNIA 15 91 LEGEND: PROJECT EXPRESS LANE CONNECTOR I-15/SR-91 MARCH 2018 SR-91 CIP APE SCALE: 1" = 200' GRAPHIC SCALE 100 50 0 100 200 E B SR -91E B S R -91W B SR -91W B S R -91SOUTH PROMENADE AveSOUTH PROMENADE AveNB I-15NB I-15SB I-15SB I-15EAST PARKRIDGE Ave EAST PARKRIDGE Ave EB SR-91EB SR- 9 1WB SR- 9 1WB SR-91 EAST GRAND Bl vdEAST GRAND Bl vdW EST GRAND Blvd W EST GRAND Blvd SOUTH MAIN StSOUTH MAIN StSOUTH LINCOLN AveSOUTH LINCOLN AvePROJECT EXHIBIT 3/30/2018 EXPRESS LANE CONNECTOR I-15/SR-91 ATTACHMENT 2 TO EXHIBIT B APE 86 Riverside County Transportation Commission Exhibit C Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 1 of 1 Amendment No. 2 to Design-Build Contract Exhibits ELC Work Schedule EXECUTION VERSION 56358814.v10 EXHIBIT C ELC WORK SCHEDULE (See attached.) 87 Riverside County Transportation Commission Exhibit C Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 1 of 1 Amendment No. 2 to Design-Build Contract Exhibits ELC Work Schedule EXECUTION VERSION 56358814.v10 TASKS/WBS TASK DESCRIPTION Start Completion Totals 1.0 Project Management 1.1 General ELC Work Management Scheduled NTP- ELC Date Scheduled NTP-ELC Date + 294 days $386,708.80 1.2 ELC Quality Program Scheduled NTP- ELC Date Scheduled NTP-ELC Date + 294 days $51,559.20 1.3 ELC Health and Safety Program Scheduled NTP- ELC Date Scheduled NTP-ELC Date + 294 days $10,000.00 1.4 Governmental Approvals and Railroad Approvals Scheduled NTP- ELC Date Scheduled NTP-ELC Date + 294 days $26,225.10 Subtotals (Costs) =$474,493.10 2.0 Coordination 2.1 Environmental Scheduled NTP- ELC Date Scheduled NTP-ELC Date + 294 days $13,068.00 2.2 Railroad Scheduled NTP- ELC Date Scheduled NTP-ELC Date + 294 days $13,068.00 2.3 Roadway 2.3.1 ELC Geometric Approval Drawing Scheduled NTP- ELC Date Scheduled NTP-ELC Date + 77 days $126,522.00 2.3.2 Storm Water Data Report (SWDR) Scheduled NTP- ELC Date Scheduled NTP-ELC Date + 112 days $25,000.00 2.3.3 Stage Construction and Maintenance of Traffic Analysis Scheduled NTP- ELC Date Scheduled NTP-ELC Date + 112 days $35,000.00 2.3.4 Sign Concept Plan Scheduled NTP- ELC Date Scheduled NTP-ELC Date + 140 days $34,698.40 2.3.5 Roadway Design in Support of Cost Estimating Scheduled NTP- ELC Date Scheduled NTP-ELC Date + 140 days $50,000.00 2.4 Toll System Coordination Scheduled NTP- ELC Date Scheduled NTP-ELC Date + 140 days $27,324.00 2.5 Utility Coordination Scheduled NTP- ELC Date Scheduled NTP-ELC Date + 140 days $42,649.20 Subtotals (Costs) =$367,329.60 3.0 Geotechnical 3.1 Geotechnical Execution Plan Scheduled NTP- ELC Date Scheduled NTP-ELC Date + 28 days $25,915.00 3.2 Geotechnical Subsurface Exploration Scheduled NTP- ELC Date Scheduled NTP-ELC Date + 140 days $23,296.00 3.3 (a) ELC Foundation Reports Scheduled NTP- ELC Date Scheduled NTP-ELC Date + 140 days $311,009.80 (b) East End Extension Foundation Reports Scheduled NTP- ELC Date Scheduled NTP-ELC Date + 175 days $60,000.00 3.4 Log of Test Borings Scheduled NTP- ELC Date Scheduled NTP-ELC Date + 140 days $36,010.00 3.5 Pavement Structural Sections Scheduled NTP- ELC Date Scheduled NTP-ELC Date + 175 days $5,000.00 Subtotals (Costs) =$461,230.80 4.0 Surveying 4.1 Design Survey Scheduled NTP- ELC Date Scheduled NTP-ELC Date + 140 days $129,952.35 Subtotals (Costs) =$129,952.35 5.0 Structures 5.1 Structures Type Selection Scheduled NTP- ELC Date Scheduled NTP-ELC Date + 140 days $522,482.40 5.2 Structures Preliminary Falsework Design Scheduled NTP- ELC Date Scheduled NTP-ELC Date + 140 days $40,000.00 Subtotals (Costs) =$562,482.40 6.0 Civil Design Studies 6.1 Hydraulics Studies Scheduled NTP- ELC Date Scheduled NTP-ELC Date + 112 days $162,756.00 6.2 East End Extension Design Scheduled NTP- ELC Date Scheduled NTP-ELC Date + 294 days $968,145.75 Subtotals (Costs) =$1,130,901.75 ODC's Other Direct Costs Scheduled NTP- ELC Date Scheduled NTP-ELC Date + 294 days $1,592,396.75 Subtotals (Costs) =$1,592,396.75 Totals (Summary) =$4,718,786.75 88 Riverside County Transportation Commission Exhibit D Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 1 of 1 Amendment No. 2 to Design-Build Contract Exhibits ELC Submittal Review Process EXECUTION VERSION 56358814.v10 EXHIBIT D ELC SUBMITTAL REVIEW PROCESS 1. DB Contractor shall submit and complete all ELC Submittals in accordance with the ELC Work Schedule. 2. DB Contractor shall comply with the provisions of TP Section 3 and TP Attachment 3-2 (Submittal Review Process) to the extent applicable to the ELC Work and the ELC Submittals, except: (a) references therein to “Submittal” shall be deemed to refer to “ELC Submittal”; (b) references therein to “Submittal Schedule” shall be deemed to refer to “ELC Work Schedule”; and (c) the constraints set forth in TP Section 3.2.2.7 shall not apply with respect to ELC Submittals. 89 Riverside County Transportation Commission Exhibit E Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 1 of 3 Amendment No. 2 to Design-Build Contract Exhibits ELC Technical Provisions EXECUTION VERSION 56358814.v10 EXHIBIT E ELC TECHNICAL PROVISIONS 1. ELC Monthly Progress Reports The following requirements shall apply with respect to the ELC Monthly Progress Report, in lieu of TP Section 2.5.3: Submit a monthly progress report with respect to the ELC Work (each, an “ELC Monthly Progress Report”) with DB Contractor’s monthly draft invoice for review and approval by RCTC as set forth in Section 5.2.1.2 of this Amendment. Each ELC Monthly Progress Report must include the following information: 1. Identification and inclusion of an aging report reflecting the status of pending issues and RFIs; 2. Identification of critical items that need resolution; 3. An electronic copy of the ELC Monthly Progress Schedule update, including schedule narrative, and percentage complete for each task; 4. Major milestone/upcoming ELC Work summary sheet; 5. A listing of all Change Orders related to the ELC Work; 6. Narrative description of the ELC Work’s status and progress to completion based on the ELC Work Schedule, and any related key issues; 7. List of ELC Subcontracts and their values; 8. Summary of DB Contractor billing to date; and the billing to date is based on that all required sampling and testing for the related materials has occurred and any invoicing reflects the proper credit, as applicable; and 9. Correspondence log and correspondence aging report. 90 Riverside County Transportation Commission Exhibit E Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 2 of 3 Amendment No. 2 to Design-Build Contract Exhibits ELC Technical Provisions EXECUTION VERSION 56358814.v10 2. ELC Work Plans The following requirements shall apply with respect to the ELC Work Management Plan, the ELC Quality Management Plan and the ELC Health and Safety Plan, in lieu of TP Attachment 2-1: Chapter/Section Contents Reference or TP Section 1.ELC WORK MANAGEMENT PLAN (ELC WMP) Organization Organizational Diagram TP Personnel Establish Key Personnel and provide names and contact details, titles, and job roles 2.6 Schedule ELC Work Schedule 4.3 PMP Update Procedures for preparation of amendments and submission of amendments to any part of the ELC WMP 2.1 Audit Procedures to facilitate review and audit by RCTC and Department 2.2 5.2 Auditing and management review of DB Contractor’s own activities under the ELC WMP Auditing and management review of ELC Subcontractors’ activities and management procedures Document Management The manner in which records will be maintained in compliance with the Technical Provisions, including any specific systems DB Contractor will use 2.3 Document management procedures 2. ELC QUALITY MANAGEMENT PLAN (ELC QMP) Organization Organizational structure covering the activities to be performed 5.2 Personnel Assign a Design Quality Assurance Manager 2.6 5.2 5.3 Arrangements for coordinating and managing staff interaction with RCTC and its consultants including collocation of Key Personnel and description of approach to coordinating work of off-site personnel Names and contact details, titles, job roles and specific experience required for the Key Personnel and for other principal personnel during design Implementation of training and certification of personnel performing activities affecting or measuring quality of work DB Contractor overall control procedures for their consultants and sub-consultants Interfaces Interfacing between the DB Contractor, ELC Subcontractors, and independent certifiers during design including interfaces between the structural design auditor, the safety auditor, and any quality reviewer 2.5 5.2 Coordination with TSP, Utility Owners, BNSF, and Governmental Entities Procedures Procedures describing how the principal activities will be performed during the design stage: to include geotechnical site investigation, surveys and mapping, environmental management, safety audit, structural audit, and checking 5.2 5.3 Procedures for independent checking and back-checking Procedures for environmental compliance Procedures to establish DB Contractor’s hold points in design process where checking and review will take place Procedures to ensure accuracy, completion, and quality in Submittals to RCTC and Governmental Entities Procedures for Design Documents and other design information Quality Control/ Quality Control and Quality Assurance procedures including a resource table for monitoring and auditing all design 5.2 91 Riverside County Transportation Commission Exhibit E Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 3 of 3 Amendment No. 2 to Design-Build Contract Exhibits ELC Technical Provisions EXECUTION VERSION 56358814.v10 Chapter/Section Contents Reference or TP Section Quality Assurance services, design review and certification, verification of plans 5.3 Procedures to establish and encourage continuous improvement of the design deliverable products Audit Name of DB Contractor 's representative(s) with defined authority for establishing, maintaining, auditing and reporting on the ELC QMP 5.2 5.3 Name, title, roles and responsibilities of supporting quality management staff reporting to the person with defined authority Document Management The manner in which records will be maintained in compliance with the Contract and Technical Provisions, including any specific systems DB Contractor will use 2.3 5.2 3. ELC HEALTH AND SAFETY PLAN Organization Establish the specific chain of command and specify the lines of authority, responsibility, and communication with regard to safety compliance activities 22.2 Personnel Assign a Safety Manager in compliance with the Technical Provisions Section 2.6 2.6 22.2 Names and contact details, titles, job roles and specific experience required for Key Personnel and for other health and safety personnel Implement Job Hazard Analysis and Training Program for all employees in accordance with TP Section 22 Procedures Policies, plans, training programs, Work Site controls, and Incident response plans to ensure the health and safety of personnel involved in the Project and the general public affected by the Project 22.2 Procedures for immediately notifying RCTC of all incidents arising out of or in connection with the performance of the Work Establish standard operating procedures for the Project to guide employees in safe Work practices Quality Control/ Quality Acceptance Procedures to ensure accuracy, completion, and quality in submittals to RCTC and Governmental Entities 5 22.2 Procedures to establish and encourage continuous improvement Audit Name of DB Contractor's representative with defined authority for establishing, maintaining, auditing and reporting on the ELC WMP 22.2 Name, title, roles and responsibilities of supporting quality management staff reporting to the person with defined authority Document Management The manner in which records will be maintained in compliance with the Contract and Technical Provisions, including any specific systems DB Contractor will use 2.3 22.2 92 Riverside County Transportation Commission Exhibit F Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 1 of 2 Amendment No. 2 to Design-Build Contract Exhibits Form of Surety Acknowledgment EXECUTION VERSION 56358814.v10 EXHIBIT F FORM OF SURETY ACKNOWLEDGMENT SURETY ACKNOWLEDGMENT THIS SURETY ACKNOWLEDGMENT (this “Acknowledgment”), dated as of _______, 2018, is made by Zurich American Insurance Company/Fidelity and Deposit Company of Maryland, Federal Insurance Company, Liberty Mutual Insurance Company, The Continental Insurance Company, Berkshire Hathaway Specialty Insurance Company, Travelers Casualty and Surety Company of America (collectively, “Co-Sureties”), in favor of Riverside County Transportation Commission, a public entity of the State of California (“RCTC”). WHEREAS the Co-Sureties issued a performance bond (No. 9244125, 82446487, 015054080, 929644796, 47SUR300013010091,106671274) and a payment bond (No. 9244125, 82446487, 015054080, 929644796, 47SUR300013010091,106671274) (collectively, the “Bonds”), each in the sum of $243,900,000 in favor of RCTC, as primary obligee, with respect to the obligations of Skanska-Ames a Joint Venture (“DB Contractor”) under the Design-Build Contract dated as of April 12, 2017, by and between RCTC and DB Contractor (as amended from time to time, the “Contract”); and WHEREAS RCTC and DB Contractor are entering into an amendment (“Amendment No. 2”), dated as of the date hereof, to the Contract to provide for DB Contractor to perform certain preliminary engineering and design work in respect of the Interstate 15-State Route 91 Express Lanes Connector project; NOW THEREFORE, in consideration of the foregoing premises, the Co-Sureties hereby agree as follows: 1. Co-Sureties hereby acknowledge Amendment No. 2 and agree that such amendment shall not, in any way, affect its obligations under the Bonds, as expressly provided therein, and the ELC Work shall be considered part of the Work and the Project for purposes of the Bonds. Co-Sureties confirm that each of the Bonds and the obligations of Co-Sureties thereunder remain in full force and effect, valid and enforceable against Co-Sureties in accordance with its terms. 2. This Acknowledgment shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles. The venue of any court, judicial or referee proceeding under this Acknowledgment shall be in Riverside County, California, unless changed by the judicial officer. 93 Riverside County Transportation Commission Exhibit F Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 2 of 2 Amendment No. 2 to Design-Build Contract Exhibits Form of Surety Acknowledgment EXECUTION VERSION 56358814.v10 IN WITNESS WHEREOF, Co-Sureties have caused this Acknowledgment to be executed and delivered by its duly authorized officer effective as of the date first written above. ZURICH AMERICAN INSURANCE COMPANY FIDELITY AND DEPOSIT COMPANY OF MARYLAND FEDERAL INSURANCE COMPANY LIBERTY MUTUAL INSURANCE COMPANY THE CONTINENTAL INSURANCE COMPANY BERKSHIRE HATHAWAY SPECIALTY INSURANCE COMPANY TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA By: ___________________________ Attorney-in-Fact: CALIFORNIA ALL PURPOSE ACKNOWLEDGEMENT STATE OF CALIFORNIA ) ) ss. COUNTY OF ) On _________________________ before me, ______________________________, a notary public, personally appeared __________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. 94 Riverside County Transportation Commission Exhibit G Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 1 of 2 Amendment No. 2 to Design-Build Contract Exhibits Form of Guarantor Consent and Reaffirmation EXECUTION VERSION 56358814.v10 EXHIBIT G FORM OF GUARANTOR CONSENT AND REAFFIRMATION GUARANTOR CONSENT, ACKNOWLEDGMENT AND REAFFIRMATION THIS GUARANTOR CONSENT, ACKNOWLEDGMENT AND REAFFIRMATION (this “Consent”), dated as of _______, 2018, is made by Skanska USA Civil Inc., a corporation organized under the laws of [____] (“Guarantor”), in favor of Riverside County Transportation Commission, a public entity of the State of California (“RCTC”). WHEREAS Guarantor executed and delivered a guaranty (the “Guaranty”) dated as of February 22, 2017, in favor of RCTC, which, among other things, guaranteed the obligations of Skanska-Ames a Joint Venture (“DB Contractor”) arising out of, or in connection with, under or related to, the Design-Build Contract dated as of April 12, 2017, by and between RCTC and DB Contractor (as amended from time to time, the “Contract”); and WHEREAS RCTC and DB Contractor are entering into an amendment (“Amendment No. 2”), dated as of the date hereof, to the Contract to provide for DB Contractor to perform certain preliminary engineering and design work in respect of the Interstate 15-State Route 91 Express Lanes Connector project; NOW THEREFORE, in consideration of the foregoing premises, the Guarantor hereby agrees as follows: 1. Guarantor hereby acknowledges and consents to Amendment No. 2, and reaffirms the Guaranty. Guarantor confirms that the Guaranty and the obligations of Guarantor under the Guaranty (including with respect to the Contract and this Amendment) remain in full force and effect, valid and enforceable against Guarantor in accordance with its terms. 2. This Consent shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles. The venue of any court, judicial or referee proceeding under this Consent shall be in Riverside County, California, unless changed by the judicial officer. [Signatures on following page] 95 Riverside County Transportation Commission Exhibit G Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 2 of 2 Amendment No. 2 to Design-Build Contract Exhibits Form of Guarantor Consent and Reaffirmation EXECUTION VERSION 56358814.v10 IN WITNESS WHEREOF, Guarantor has caused this Consent to be executed and delivered by its duly authorized officer effective as of the date first written above. SKANSKA USA CIVIL INC. By: ___________________________ Name: Title: By: ___________________________ Name: Title: 96 Riverside County Transportation Commission Exhibit H Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 1 of 1 Amendment No. 2 to Design-Build Contract Exhibits Forms of ELC Invoice and Invoice Certificates EXECUTION VERSION 56358814.v10 EXHIBIT H FORMS OF ELC INVOICE AND ELC INVOICE CERTIFICATE H-A Form of ELC Invoice H-B Form of ELC Invoice Certificate 97 Riverside County Transportation Commission Exhibit H-A Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 1 of 2 Amendment No. 2 to Design-Build Contract Exhibits Form of ELC Invoice EXECUTION VERSION 56358814.v10 EXHIBIT H-A FORM OF ELC INVOICE DB CONTRACTOR 1234 XXXXX Rd, Suite 123 -City, California ZIP CODE -(999) 999-9999 -Fax: (999) 999-9999 - www.DesignBuilder.com DATE: MM/DD/YYYY Michael Blomquist Toll Program Director Riverside County Transportation Commission 4080 Lemon Street, Third Floor Riverside, California 92502 Attention: Accounts Payable Reference: Amendment No. 2 to Design-Build Contract for I-15 Express Lanes Project (ELC Preliminary Design) DB ELC Invoice No: 1 Agreement #[______] Month YYYY Invoice # ELC-001; [Month] 20xx Agency's Project No:15-31-001-00 DB Job No:123456 For professional and technical services rendered in connection with Amendment No. 2 to Design-Build Contract for I-15 Express Lanes Project. Amendment Agreement No. xx-yy-zzz-00. ) Invoice period covered is: [Month, Day,] 20xx through [Month, Day,] 20xx ORIGINAL ELC WORK PRICE: $ - AUTHORIZED CHANGES: $ - TOTAL ELC WORK PRICE: $ - TOTAL ELC WORK PRICE INVOICE TO DATE: $ - TOTAL ELC WORK PRICE PREVIOUSLY BILLED: $ - ADJUSTMENT TO PREVIOUS PERIOD INVOICE: $ - ADJUSTED TOTAL PREVIOUSLY BILLED: $ - BALANCE REMAINING: $ - 98 Riverside County Transportation Commission Exhibit H-A Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 2 of 2 Amendment No. 2 to Design-Build Contract Exhibits Form of ELC Invoice EXECUTION VERSION 56358814.v10 AMOUNT DUE INVOICE # XXX $ - DBE Total Contract Value to Date: $ - DBE Total Invoice to Date: $ - I certify that the hours and salary rates charged in this invoice are the actual hours worked and rates paid to the employee(s) listed. Very truly yours, DB CONTRACTOR Project Manager cc: RCTC, Project Coordinator cc: PCM, Project Controls Manager 99 Riverside County Transportation Commission Exhibit H-B Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 1 of 1 Amendment No. 2 to Design-Build Contract Exhibits Form of ELC Invoice Certificate EXECUTION VERSION 56358814.v10 EXHIBIT H-B FORM OF ELC INVOICE CERTIFICATE INVOICE CERTIFICATE (Amendment No. 2 to Design-Build Contract for I-15 Express Lanes Project (Amendment Agreement No. xx-yy-zzz-00)) To Owner:RIVERSIDE COUNTY TRANSPORTATION COMMISSION DB CONTRACTOR Period covered: MM/26/YYYY to: MM/25/YYYY 4080 Lemon Street Contract Date: mm/dd/yyyy Riverside, CA 92502 Current Date: mm/dd/yyyy Project Number 15-31-001-00 Attention:Accounts Payable Attn: TBD Contract For: DB Contractor XYZ CORPORATION DB Contractor Application for Payment From:DB Contractor 0000 XXXX Road, Ste. 000 Address Total Original ELC Work Price: $ - City, CA, ZIP CODE Project Manager XXXX Contact No.Total Authorized Changes: $ - Agency's Project No: 15-31-001-00 Agency's Project No:15-31-001-00 DB Contractor Job No:12345 Total Adjusted ELC Work Price: $ - Remit To:DB Contractor Operating Account Application No.: MM/26/YYY Y to:MM/25/YYYY Bank Billed Previously: $ - Address Address Billed This Period: $ - NTP-ELC TOTAL AMENDMENT CHANGE ORDER SUMMARY Additions Deductions Total Billed To date: $ - ELC Work Price:$ ELC Work Price:$ - $ - Total Change Orders Submitted: $ - $ -Retention:XX% $ - Previously Billed:$ - Previously Billed:$ - $ - Total Change Orders Pending: $ - $ -Total Billed Less Retention: $ - Billed this Period:$ - Billed this Period:$ - $ - Total Change Orders Approved: $ - $ -Total Previously Billed Less Retention: $ - "Net Paid Last Pay Periods" ELC Work Price to Complete $ ELC Work Price to Complete $ - $ - TOTAL ADJUSTED CHANGE $ - $ - Current Payment Due This Period: $ - Design and Construction Quality Assurance Certificate for Payment In accordance with the Amendment, based on on-site observations and the data comprising the above application the Design and Construction Quality Assurance certifies to Owner that to the best of the DB Contractor’s knowledge, information and belief the work has progressed as indicated, the quality of the ELC Work is in accordance with the Amendment, and the DB Contractor is entitled to payment of the Amount Certified. Design Quality Assurance: Construction Quality Assurance: By: ____________________________________ Date: ______________ By: ____________________________________ Date: ______________ This certification is not negotiable. The Amount Certified is payable only to the DB Contractor named herein. Issuance of payment, and acceptance of payment are without prejudice to any rights of the Owner or the DB Contractor under this Amendment. The undersigned DB Contractor certifies that to the best of the DB Contractor‘s knowledge, information, and belief the work covered by this application for Payment has been completed in accordance with the Contract, that all amounts have been paid by the DB Contractor for work for which previous Certificates for Payment were issued and payments received from the Owner, and that current payment shown herein is now due. All current ELC Subcontractors and vendors invoices are included in this payment request. DB Contractor: 100 Riverside County Transportation Commission Exhibit I Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 1 of 1 Amendment No. 2 to Design-Build Contract Exhibits ELC Memorandum of Understanding EXECUTION VERSION 56358814.v10 EXHIBIT I ELC MEMORANDUM OF UNDERSTANDING (See attached.) 101 102 103 104 105 Riverside County Transportation Commission Exhibit J Contract Number: 16-31-057-00 I-15 Express Lanes Project Page 1 of 1 Amendment No. 2 to Design-Build Contract Exhibits ELC Reference Documents EXECUTION VERSION 56358814.v10 EXHIBIT J ELC REFERENCE DOCUMENTS (See attached.) 106 No. File Name/ OrganizationDescriptionUpload dateTypeDOCPDFDGNTIFFPackage E Roadway PDF 11x17SR 91 CIP As-Builts (From SR 241 to Magnolia Ave)3/13/2018AXPackage F Roadway PDF 11x17SR 91 CIP As-Builts (From SR 241 to Magnolia Ave)3/13/2018AX0F543aa01_Master.dgnCADD roadway basefile for Draft GAD3/13/2018CX0F543aa01_Profiles.dgnCADD profiles basefile for Draft GAD3/13/2018CX0F543aa01_Typical Sections.dgnCADD typical sections basefile for Draft GAD3/13/2018CX0F543aa01_Grading.dgnCADD grading basefile for Draft GAD3/13/2018CXPAED DocsSR91_CIP 12698A-PR-July 2012 Approved Final Project Report for SR 91 CIP3/13/2018PXSR91_CIP Final EIRSR 91 CIP Final EIR/EIS3/13/2018PX0F543_2nd Supplemental DE Fact Sheet_2018-03-01Draft version of the 15/91 ELC Supplemental Fact Sheets submitted to Caltrans for review 3/13/2018PX0F543_DIB-78_Checklist_2018-03-01Draft DIB-78 Checklist for 15/91 ELC submitted to Caltrans for review3/13/2018PX0F543_GAD_Sht-1_2018-03-01GAD Sheet 1 for ELC submitted to Caltrans for review3/13/2018PX0F543_GAD_Sht-2_2018-03-01GAD Sheet 2 for ELC submitted to Caltrans for review3/13/2018PX0F543_GAD_Sht-3_2018-03-01GAD Sheet 3 for ELC submitted to Caltrans for review3/13/2018PXSR 91 CIP Appendix E ECRSR 91 CIP Environmental Commitments Record3/13/2018PXSR 91 CIP_APE MapSR 91 CIP Area of Potential Effects Map3/13/2018PXSR 91 CIP Files2017-09-07 BR-24 Bridge No. 56-0871E As-Built Submittal Set91/15 Express Lanes Connector3/13/2018PX2017-10-11 BR-25 Bridge No. 56-0872H As-Built Submittal SetN15/S15 - W91 Connector OH3/13/2018PX2017-10-03 BR-26 Bridge No. 56-0446l As-Built Submittal SetW91 Temescal Wash Br and OH (Widen)3/13/2018PX56-0873R-BRIDGE 27-AS-BUILT-PLANS-09-26-2017E91/Temescal Wash OH3/13/2018PX56-0874G-BRIDGE28-AS-BUILT-PLANS-2017-10-04E91-N15 / S15 Connector OH3/13/2018PX56-0586G (N15-W91 Connector OC)N15/W91 Connector OC3/13/2018PX2017-09-27 RW 129 Wall No. 56E0117 As-Built Submittal Set91 CIP RW-1293/13/2018PXBr. 24 FFR_for Approval_10-10-1491/15 Express Lanes Connector Final Foundation Reports3/13/2018PXBridge 25.Final Foundation ReportN15/S15 - W91 Connector OH Final Foundation Reports3/13/2018PXBridge 26. Final Foundation Report for ApprovalW91 Temescal Wash Br and OH (Widen) Final Foundation Reports3/13/2018PXBridge 27.Final Foundation ReportE91/Temescal Wash OH Final Foundation Reports3/13/2018PXBr 28_Final Foundation Report_042414E91-N15 / S15 Connector OH Final Foundation Reports3/13/2018PXBridge 24.100 Design Calculation Addendum 191/15 Express Lanes Connector Design Calculations3/13/2018PXBridge 24.100 Design Calculations Vol191/15 Express Lanes Connector Design Calculations3/13/2018PXBridge 24.100 Design Calculations Vol291/15 Express Lanes Connector Design Calculations3/13/2018PXBridge 24.100 Design Calculations Vol391/15 Express Lanes Connector Design Calculations3/13/2018PXBridge 24.100 Design Calculations Vol491/15 Express Lanes Connector Design Calculations3/13/2018PXBridge 24.100 Design Calculations Vol591/15 Express Lanes Connector Design Calculations3/13/2018PXBridge 24.100 Independent ChecklistN15/S15 - W91 Connector OH Independent Check Calculations3/13/2018PXAs-BuiltsCADDEXHIBIT J TO AMENDMENT NO. 2 TO DB CONTRACTELC REFERENCE DOCUMENTS IndexDB Contractor is not entitled to rely on the ELC Reference Documents provided or any opinions, suggestions, directions or recommendations therein as presenting design, engineering or construction solutions or other direction, means or methods for complying with the requirements of this Amendment, the Contract, permits and other governmental approvals or applicable laws.RCTC shall not be responsible or liable in any respect for any causes of action, suits, judgments, claims, expenses, damages or losses whatsoever suffered by DB Contractor by reason of (a) any use, in connection with this Amendment or the Contract, of information, opinions or recommendations contained in the ELC Reference Documents, or (b) any action or forbearance in reliance on the ELC Reference Documents. Although the ELC Reference Documents may include interpretations, extrapolations, analyses and recommendations concerning data, design solutions, technical issues and solutions, and construction means and methods, such interpretations, extrapolations, analyses and recommendations are (i) preliminary in nature and, in many cases, are obsolete; (ii) not intended to express the views or preferences of RCTC or any other governmental entity or represent any statement of approval or acceptance thereof by RCTC or any other governmental entity; and (iii) not intended to form the basis of DB Contractor’s design solutions, technical solutions or construction means and methods. DB Contractor shall use or not use the ELC Reference Documents at its sole risk and remains solely responsible and liable for (x) all investigations and analyses relating to the ELC Work, the Work and the Project, including those relating to site conditions, geotechnical conditions, utilities, structures, bridge and retaining and noise wall design, and (y) any design and construction solutions, means, and methods that it selects, in each case, without regard to anything contained in the ELC Reference Documents.RCTC neither represents nor warrants that the information, opinions and recommendations contained in the ELC Reference Documents are complete or accurate or that such information, opinions, and recommendations are in conformity with the requirements of this Amendment or the Contract, including any subsequent amendments thereto, governmental permits and other approvals or applicable laws. DB Contractor shall have no right to compensation, time extension or other claim in connection with this Amendment or the Contract, including any subsequent amendments thereto, based on any incompleteness or inaccuracy in the ELC Reference Documents.Type Legend: A = As-Built, C = CAD File, D = Document, I = Image, P = Plan, R = ReportFormat107 AGENDA ITEM 10 Agenda Item 10 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: April 23, 2018 TO: Western Riverside County Programs and Projects Committee FROM: John Tarascio, Project Manager (Bechtel) THROUGH: Michael Blomquist, Toll Program Director SUBJECT: Change Order to Amend the I-15 Express Lanes Project Design-Build Contract with Skanska-Ames, a Joint Venture, for the Fiber Optic Communication Network Connection to the Regional Operations Center STAFF RECOMMENDATION: This item is for the Committee to: 1) Approve Change Order No. 7 to Agreement No. 16-31-057-00 for the I-15 Express Lanes Project (I-15 ELP) with Skanska-Ames, a Joint Venture, (Skanska-Ames) to design and construct the fiber optic communication network connection between the I-15 Express Lanes and the I-15 Express Lanes Regional Operations Center (ROC) in the amount of $421,065, plus a contingency amount of $42,000, for a total amount not to exceed $463,065; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the change order amendment on behalf of the Commission; 3) Authorize the Executive Director or designee to approve contingency work up to the total NTE amount as required for the project; 4) Approve an adjustment of $100,000 to the FY 2017/18 budget to increase design-builder expenditures; and 5) Forward to the Commission for final action. BACKGROUND INFORMATION: At its November 2016 meeting, the Commission authorized the Executive Director to submit purchase offers, negotiate, and execute a purchase contract for 291 Corporate Terrace Circle, in Corona, CA on behalf of the Commission for use as the future I-15 Express Lanes ROC. At its April 2017 meeting, following a competitively negotiated procurement, the Commission awarded a best-value design-build contract to Skanska-Ames to design and construct the I-15 ELP in the amount of $243,900,000, plus a contingency amount of $19,512,000 for a total amount not to exceed $263,412,000. 108 Agenda Item 10 DISCUSSION: The I-15 Express Lanes require a fiber optic communication network between all of the tolling points within the express lanes limits along with a connection to the ROC in order to operate the toll collection system. At the time of the I-15 ELP design-build procurement, the location of the ROC had not yet been finalized and the scope of the fiber optic communication network connection between the I-15 Express Lanes and the ROC could not be quantified. As such, the connection of the fiber optic network to the ROC was deferred from the overall I-15 ELP design- build fiber optic network scope until the ROC location could be finalized. At such time, staff would enter into negotiations with Skanska-Ames to incorporate this remaining fiber optic network connection scope into the I-15 ELP design-build contract. As authorized at the November 2016 Commission meeting, staff submitted a purchase offer and executed a purchase contract for 291 Corporate Terrace Circle in Corona, CA to serve as the ROC facility for the I-15 Express Lanes. The purchase of this property was finalized on April 26, 2017. With the purchase of the property, staff was able to quantify the scope of the fiber optic communication network connection between the I-15 Express Lanes and the ROC (Figure 1 Vicinity Map). Staff entered into negotiations with Skanska-Ames for the additional work scope and reached a tentative agreement through contract Change Order No. 7 (Attachment 1) for a total lump sum amount of $421,065. Since the fiber optic network connection to the ROC was always anticipated as part of the I-15 ELP scope, staff included this expenditure in the overall project cost estimate as part of project financing activities completed in July 2017. As the cost of this scope has now been finalized, staff is seeking approval to include the expenditure in both the contract and FY 2017/18 budget. Approval of contract Change Order No. 7 results in a revised contract authorization of $263,875,065. 109 Agenda Item 10 Figure 1: I-15 Express Lanes Communication Network Connection to ROC Vicinity Map RECOMMENDATION: Staff recommends approval of Change Order No. 7 to amend the design-build contract between the Commission and Skanska-Ames in the amount of $421,065, plus a contingency amount of $42,000 for a total amount not to exceed of $463,065. Further, authorization is requested for the Chair or Executive Director to execute the change order amendment on behalf of the Commission. Finally, staff recommends approval of an adjustment of $100,000 to the FY 2017/18 budget to increase design-builder expenditures, as the expense for this work scope was not included in the FY 2017/18 budget. Financial Information In Fiscal Year Budget: No Yes Year: FY 2017/18 FY 2018/19 Amount: $100,000 $363,065 Source of Funds: TIFIA Loan and 2017 Series A Sales Tax Revenue Bond Proceeds Budget Adjustment: Yes No GL/Project Accounting No.: 003027 81603 00000 0000 262 31 81601 Fiscal Procedures Approved: Date: 04/10/2018 Attachment: Draft Change Order No. 7 ROC Location I-15 Express Lanes Fiber Optic Communication Network Connection to ROC (Change Order No. 7 Scope) I-15 Express Lanes Fiber Optic Communication Network (Original I-15 ELP Scope) 110 Riverside County Transportation Commission Contract Number: 16-31-057-00 I-15 ELP Design-Build Contract Page 1 of 4 Change Order Number 7 I-15 ELP PROJECT CHANGE ORDER CHANGE ORDER NUMBER: 7 CONTRACT NO. 16-31-057-00 DATE: 3/19/2018 SECTION I: Title: Fiber Optic Connection to Regional Operations Center Company Name: Skanska-Ames a Joint Venture (DB Contractor) Description: Design and Construct Fiber Optic Connection to Regional Operations Center Additions/Deletions/Modifications to Contract Document requirements: None. Scope: DB Contractor shall provide any and all supervision, labor, equipment, materials, laboratory testing, traffic control, and other services necessary to: 1. Design, furnish and install a Primary TCS Communications Network connection, in accordance with Contract requirements, from the 1-15 Corridor to the Regional Operations Center (“ROC”) located on RCTC owned property at 291 Corporate Terrace Circle utilizing a new conduit ductbank; 2. Design, furnish and install a Redundant TCS Communications Network connection, in accordance with Contract requirements, from the 1-15 Corridor to the ROC utilizing a combination of new conduit ductbank and existing empty 91 Express Lanes innerduct; and 3. Scope of the Primary and Redundant TCS Communication Network to the ROC shall include all conduits, fiber optic cable, tracer wire, splice vaults, pull boxes, vaults, splicing, terminations, testing and appurtenances required to provide connectivity to the ROC. SAJV will install conduits to the ROC building area but within the Caltrans ROW and the ROC contractor will install the conduits from the ROC building to a pull box (provided by SAJV) inside the Caltrans ROW (See attached exhibits). SAJV is responsible for installing all fiber, splicing, terminations and testing. SAJV shall be required to complete the Primary and Redundant TCS Communication Network to the ROC for turnover to the Toll Systems Provider {TSP) on or before Package 1 Turnover. This price includes additional risk due to the rocky and hard soil conditions found in this area. This price excludes environmental permitting and mitigation costs. 111 Riverside County Transportation Commission Contract Number: 16-31-057-00 I-15 ELP Design-Build Contract Page 2 of 4 Change Order Number 7 SECTION II: Change Order Cost increase☒ decrease☐ none☐ This Change Order is for a lump sum amount of $421,065.31. SECTION III: Time Impact The status of all Completion Milestones is: 0 Days (No Adjustment) SECTION IV: CHANGE REQUESTED BY: RCTC ☒ DB CONTRACTOR ☐ SECTION V: Certification and Other Acknowledgments I, _________________, the Authorized Representative of DB Contractor, hereby certify under penalty of perjury that the above four sections represent a true, accurate and complete summary of all aspects of this Change Order, and that (a) the amount of time and/or compensation requested will be justified as to entitlement and amount, (b) the amount of time and/or compensation requested will include all known and anticipated impacts or amounts, direct, indirect and consequential, which may be incurred as a result of the event, occurrence or matter giving rise to the proposed change (and includes all Subcontractor and Supplier amounts), and (c) the cost and pricing data forming the basis for this Change Order is complete, accurate and current, with specific reference to the California False Claims Act (Government Code section 1250 et seq.) and the U.S. False Claims Act (31 U.S.C. section 3729 et seq.). It is understood and agreed that this Change Order shall not alter or change, in any way, the force and effect of the Contract Documents, including any previous amendment(s) thereto, except insofar as the same is expressly altered and amended by this Change Order. This Change Order supersedes all prior commitments, negotiations, correspondence, conversations, agreements or understanding applicable to the issues addressed herein. No deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written, other than the Agreement, as amended in accordance with its terms. This Change Order is binding upon, and shall inure to the benefit of, each of the parties and their respective heirs, personal representatives, successors and assigns. IN WITNESS WHEREOF, DB Contractor, intending to be legally bound, has executed this Change Order as of the date below. 112 Riverside County Transportation Commission Contract Number: 16-31-057-00 I-15 ELP Design-Build Contract Page 3 of 4 Change Order Number 7 DB Contractor: Skanska-Ames a Joint Venture By: ____________________________ Name: _________________________ Title: ___________________________ Dated as of: _____________________ 113 Riverside County Transportation Commission Contract Number: 16-31-057-00 I-15 ELP Design-Build Contract Page 4 of 4 Change Order Number 7 SECTION VI (Reviewed and recommended agreed by RCTC Project Manager): By: ___________________________ Name: ________________________ Title: __________________________ Dated as of: ____________________ Comments: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ SECTION VII (Agreed by RCTC’s Authorized Representative): IN WITNESS WHEREOF, RCTC, intending to be legally bound, has executed this Change Order as of the date first written above. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: ____________________________ Name: _________________________ Title: ___________________________ Dated as of: _____________________ 114 Fiber Optic Communication Network Connection to the Regional Operations Center Western Riverside County Programs and Projects Committee April 23, 2018 Presentation Overview •Key Dates •Background Information •Location Map/Project Scope •Next Steps •Staff Recommendations Key Dates •Key Dates –November 2016 Commission Meeting •Approved Submission of Purchase Offer for Regional Operations Center (ROC) Building at 291 Corporate Terrace Circle in Corona, CA –April 2017 Commission Meeting •Approved Award of I-15 Express Lanes Project (I-15 ELP) Design-Build (D-B) Contract –April 26, 2017 •Finalized Purchase of ROC Building Background Information •I-15 Express Lanes Fiber Optic Communication Network –Mainline Communication Network •Required to Connect all Tolling Points within the I-15 ELP Limits •Included as Part of I-15 ELP D-B Contract –Mainline Communication Network Connection to ROC •Required to Monitor and Control the I-15 Express Lanes From the ROC •Anticipated as Part of Overall I-15 ELP Scope •Not Included as Part of I-15 ELP D-B Contract Due to Timing of ROC Building Purchase •Deferred Until ROC Building Location Finalized and Overall Scope Quantified Location Map ROC LocationI-15 Express Lanes Fiber Optic Communication Network Connection to ROC (New I-15 ELP D-B Scope) I-15 Express Lanes Mainline Fiber Optic Communication Network (Original I-15 ELP D-B Scope) Next Steps •Fiber Optic Network Connection to ROC –Finalized Scope of Work for Fiber to ROC Connection –Entered Into Negotiation with Design-Build Contractor •Contract Change Order No. 7 -$421,065 •RCTC Budget –Expenditure for Fiber Optic Network Connection to ROC Included in Overall Project Cost Estimate –Not Included in FY 2017/18 RCTC Budget •Budget Adjustment Needed to FY 2017/18 Budget Staff Recommendations •Staff Recommendations Summary –Approval of Change Order No. 7 to I-15 ELP Design-Build Contract •Negotiated Amount: $421,065 •Contingency Amount: $42,000 •Total Not to Exceed Amount: $463,065 –Approval of Chair or Executive Director to Execute Change Order on Behalf of the Commission –Approval of an Adjustment of $100,000 to the FY 2017/18 Budget AGENDA ITEM 11 Agenda Item 11 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: April 23, 2018 TO: Western Riverside County Programs and Projects Committee FROM: Sheldon Peterson, Rail Manager THROUGH: John Standiford, Deputy Executive Director SUBJECT: Proposed Metrolink Budget for Fiscal Year 2018/19 STAFF RECOMMENDATION: This item is for the Committee to: 1) Receive and file a report on the Commission’s portion of the FY 2018/19 Southern California Regional Rail Authority (SCRRA) operating and capital budget; 2) Approve the FY 2018/19 SCRRA operating and capital budget, which results in a total operating and capital subsidy of $29,959,705 from the Commission; 3) Authorize the Executive Director to enter into Memorandum of Understanding No. 18-25-134-00 with SCRRA regarding annual funding, including subrecipient matters related to pass-through of federal funding; and 4) Forward to the Commission for final action. BACKGROUND INFORMATION: Metrolink is the brand name for the services operated by SCRRA. By virtue of the SCRRA Joint Powers Agreement (JPA), the five member agencies that comprise Metrolink must formally commit to fund their proportionate shares of commuter rail operating and capital costs. Each member agency must approve the budget before adoption of a final budget by the SCRRA Board, no later than June 30, 2018. Service and funding levels are limited by the policy and budget constraints of the member agencies and are negotiated each year. All of the financial information in this staff report is incorporated into the Commission’s overall budget; however, in order to comply with the provisions of the JPA, a separate Commission action to adopt the budget is required. The overall amount the Commission will provide to SCRRA is a combination of an operating subsidy of $19,659,705, a rehabilitation capital expenditure subsidy of $3.4 million, a new capital subsidy of $1.2 million, and $5.7 million for special projects for a total subsidy of $29,959,705. The remainder of this staff report will provide the details that comprise the budget. FY 2017/18 Metrolink Review The following is a review of Metrolink’s FY 2017/18 activities: • Metrolink celebrated its 25th year of operations; 115 Agenda Item 11 • Completed the second year of operations for the 91/Perris Valley Line (91/PVL) — a 24-mile extension of the 91 Line that connects the Perris Valley area and Riverside; • Established an ongoing discount fare program to further enhance 91/Perris Valley Line ridership; • Operated positive train control (PTC) on all of the SCRRA-maintained tracks and began implementation on shared tracks with the freight railroads; • Continued growth of mobile ticketing with smartphones and added optic readers to allow for easy connections to the Metro light rail network; • Received delivery of 16 Tier 4 locomotives and initiated testing with a number of units in regular service; and • Operated an extremely successful 2017 Festival of Lights special train season, as well as Rams Football trains and Angel Express trains. FY 2018/19 Looking Forward Looking ahead to FY 2018/19, Metrolink intends to: • Continue to prioritize safety; • Actively pursue ways to generate ridership on all routes including the 91/PVL; • Replace ticket vending machines with new network that continues to accept cash payments; • Continue to improve reliability, on-time performance, and the customer experience by enhancing the rehabilitation program to reduce major failures by retrofitting cars and replacing aging locomotives; and • Continue implementing the PTC program systemwide in coordination with the freight railroads. Riverside County Service Impact Proposed for FY 2018/19 Three Metrolink commuter rail lines traverse Riverside County – the Riverside Line, the IEOC Line, and the 91/PVL Line. With the expanded 91/PVL Line service, the Commission has seen steady growth since operations began in June 2016 and is continuing to offer fare promotions and marketing efforts to build the ridership base. The operating and maintenance costs for the nine Commission-owned commuter rail stations, while not included in the SCRRA budget, are included in the Commission’s overall budget under the Rail Department and are funded with 2009 Measure A Western Riverside County (Western County) rail funds. Commission’s FY 2018/19 Operating Subsidy Obligation Metrolink’s overall proposed budget information for the entire system assumes no fare increases and added expenses being passed on directly to the member agencies in the form of higher subsidies. The FY 2018/19 SCRRA operating budget is $251,356,000, which is attached. The five county transportation commissions that comprise Metrolink will fund $150,550,000 in subsidies 116 Agenda Item 11 which is 59.8 percent of expenses. All the member agencies have expressed concern about the sustainability of such a large annual subsidy for the service. Additional vigilance will be required going forward so as to control costs and reduce stress on the member agency budgets. The Commission will have the responsibility to provide $19,659,705 for operations and maintenance of way, which represents a $1,954,305 increase or 11 percent over the FY 2017/18 SCRRA budget. Traditionally, the Metrolink subsidy as well as the operations and maintenance costs for the initial five Commission-owned commuter rail stations were entirely funded with state Local Transportation Fund (LTF) revenues allocated for rail operations. However, for the fourth consecutive year the Commission will be forced to dip into LTF rail fund reserves to cover the Metrolink subsidies. For example, the current FY 2018/19 LTF projections for rail are $12,474,110 or 63 percent of the required Metrolink subsidy. With the anticipated rate of spending, the LTF rail fund reserves that have been building for many years are estimated to be exhausted within the next few years. As noted previously, operations and maintenance costs for the current nine Commission-owned commuter rail stations will be funded with 2009 Measure A Western County rail funds or reserve funds due to the lack of annual LTF funds. Commission’s FY 2018/19 Capital Contribution In prior years, staff executed multiple grants for Federal Transit Administration (FTA) Section 5307, 5309, and 5337 funds that provide ongoing funding for SCRRA capital programs over several years. These FTA grant funds pass through the Commission as the direct recipient and SCRRA as the subrecipient. These funds will be used for various projects including rehabilitation and renovation of rolling stock and track projects, ticket vending machine upgrades, maintenance of way technology, and layover facility improvements. Per SCRRA’s annual budget request, the Commission’s capital rehabilitation and renovation obligation for FY 2018/19 is $3.4 million. In addition, there is a request for $1.2 million for new capital projects and $5.7 million for special projects. The Commission’s total rehabilitation and new capital subsidy uses a portion of the FTA Section 5309 and 5337 as well as Congestion Mitigation and Air Quality (CMAQ) grant funds. The SCRRA Capital Budget plan is based on formula shares by each member agency; the Commission’s share will be lowered if matching agency funds are not available. In addition to the specific SCRRA budget requests, the Commission is pursuing a couple of multi- year capital projects utilizing the FTA Section 5307, 5309, and 5337 grant funds already allocated. These include expansion of the Downtown Riverside Layover Facility and additional track improvements on the corridor. It is estimated these projects will be completed over the next several years and will directly improve rail service within Riverside County. Costs for these projects are included in the Commission’s annual budget. 117 Agenda Item 11 Summary Financial Subsidy Impact to Commission The SCRRA-proposed Commission operating subsidy of $19,659,705 which represents 7.8 percent of the $251,356,000 SCRRA operating budget, will be funded with LTF funds. The total new capital and rehabilitation project subsidies of up to $10.3 million, which is a large increase from the $3.6 million request from FY 2017/18, will be funded with FTA grant funds that will pass through the Commission. The Commission’s total subsidy of $29,959,705 related to the FY 2018/19 SCRRA budget is significant and reflects a steady increase on a year-to-year basis. Future rail expansion projects in Riverside County will likely require similar funding increases, and SCRRA will continue to face obligations to upgrade its equipment to meet new emissions reduction requirements and safety needs. The Commission’s FY 2018/19 budget includes the $29,959,705 SCRRA subsidy in various budget categories. In addition to approving the Commission’s portion of SCRRA-requested subsidies for FY 2018/91 operations and capital needs, staff recommend approval of Agreement No. 18-25-134-00 with SCRRA regarding annual funding, including subrecipient matters related to pass-through of federal funding. Financial Information In Fiscal Year Budget: Yes Yes Yes Yes Year: FY 2018/19 FY 2018/19 FY 2018/19 FY 2018/19 Amount: $19,659,705 (Operations) $3,400,000 (Rehab Capital) $1,200,000 (New Capital) $5,700,000 (Special Projects) Source of Funds: LTF Western County rail funds (Operations); FTA Section 5307, 5309, and 5337 and CMAQ Grants (Capital) Budget Adjustment: No No No No GL/Project Accounting No.: 254199 86101 103 25 86101 $ 12,559,705 034198 86101 103 25 86101 $ 7,100,000 004017 86102 265 33 86102 $ 10,300,000 Fiscal Procedures Approved: Date: 04/12/2018 Attachments: 1) SCRRA Preliminary FY 2018/19 Budget 2) Agreement No. 18-25-134-00 for FY 2018/19 SCRRA Funding 118 ($000s) MetroMetroMetroMetro OCTAOCTAOCTAOCTA RCTCRCTCRCTCRCTC SBCTASBCTASBCTASBCTA VCTCVCTCVCTCVCTC TotalTotalTotalTotal Operating Revenue Farebox Revenue 42,204 22,684 7,778 10,567 2,402 85,636 Metro Fare Reduction Subsidy ------ Subtotal-Pro Forma FareBox 42,204 42,204 42,204 42,204 22,684 22,684 22,684 22,684 7,778 7,778 7,778 7,778 10,567 10,567 10,567 10,567 2,402 2,402 2,402 2,402 85,636 85,636 85,636 85,636 Dispatching 1,099 696 12 58 256 2,120 Other Revenues 237 108 56 62 27 490 MOW Revenues 7,377 2,523 660 1,526 475 12,561 Subtotal Operating Revenue 50,917 50,917 50,917 50,917 26,010 26,010 26,010 26,010 8,507 8,507 8,507 8,507 12,213 12,213 12,213 12,213 3,159 3,159 3,159 3,159 100,806 100,806 100,806 100,806 Operating Expenses Operations & Services Train Operations 24,798 10,407 4,823 5,073 1,770 46,872 Equipment Maintenance 18,921 8,659 4,549 4,344 1,661 38,133 Fuel 9,606 4,677 1,860 1,997 605 18,744 Non-Scheduled Rolling Stock Repairs 136 61 26 29 8 260 Operating Facilities Maintenance 879 398 167 186 55 1,684 Other Operating Train Services 227 83 72 49 50 482 Rolling Stock Lease 159 66 37 48 24 336 Security - Sheriff 3,094 1,168 912 593 121 5,889 Security - Guards 1,155 422 367 250 256 2,450 Supplemental Additional Security 340 183 63 85 19 690 Public Safety Program 183 67 58 40 41 389 Passenger Relations 832 488 165 200 47 1,732 Holiday Trains ------ TVM Maintenance/Revenue Collection 3,852 1,960 1,487 1,216 541 9,055 Marketing 2,636 1,442 527 615 159 5,380 Media & External Communications 216 79 69 47 48 458 Utilities/Leases 1,637 599 519 355 363 3,473 Transfers to Other Operators 3,642 1,466 491 689 208 6,496 Amtrak Transfers 765 1,516 --119 2,400 Station Maintenance 1,114 254 111 246 81 1,806 Rail Agreements 1,910 1,547 1,231 359 353 5,400 Subtotal Operations & Services 76,102 76,102 76,102 76,102 35,542 35,542 35,542 35,542 17,534 17,534 17,534 17,534 16,422 16,422 16,422 16,422 6,528 6,528 6,528 6,528 152,129 152,129 152,129 152,129 Maintenance-of-Way MoW - Line Segments 21,177 8,371 3,061 5,695 2,406 40,711 MoW - Extraordinary Maintenance 346 76 57 64 47 591 Subtotal Maintenance-of-Way 21,524 21,524 21,524 21,524 8,447 8,447 8,447 8,447 3,118 3,118 3,118 3,118 5,759 5,759 5,759 5,759 2,453 2,453 2,453 2,453 41,301 41,301 41,301 41,301 Administration & Services Ops Salaries & Fringe Benefits 6,497 2,387 2,055 1,410 1,433 13,782 Ops Non-Labor Expenses 3,866 1,685 841 861 382 7,635 Indirect Administrative Expenses 8,059 2,947 2,558 1,747 1,785 17,096 Ops Professional Services 1,216 445 386 264 269 2,579 Subtotal Admin & Services 19,638 19,638 19,638 19,638 7,464 7,464 7,464 7,464 5,840 5,840 5,840 5,840 4,282 4,282 4,282 4,282 3,870 3,870 3,870 3,870 41,093 41,093 41,093 41,093 Contingency (Non-Train Ops)96 96 96 96 35 35 35 35 31 31 31 31 21 21 21 21 21 21 21 21 204 204 204 204 Total Operating Expenses 117,360 117,360 117,360 117,360 51,489 51,489 51,489 51,489 26,522 26,522 26,522 26,522 26,484 26,484 26,484 26,484 12,872 12,872 12,872 12,872 234,727 234,727 234,727 234,727 Insurance Expense/(Revenue) Liability/Property/Auto 5,958 2,695 1,129 1,263 373 11,418 Claims / SI 2,087 944 396 443 131 4,000 Claims Administration 632 286 120 134 40 1,211 PLPD Revenue ------ Net Insurance Expense 8,677 8,677 8,677 8,677 3,925 3,925 3,925 3,925 1,645 1,645 1,645 1,645 1,840 1,840 1,840 1,840 543 543 543 543 16,629 16,629 16,629 16,629 Total Expense 126,037 126,037 126,037 126,037 55,413 55,413 55,413 55,413 28,167 28,167 28,167 28,167 28,324 28,324 28,324 28,324 13,415 13,415 13,415 13,415 251,356 251,356 251,356 251,356 Loss (75,120) (75,120) (75,120) (75,120) (29,403) (29,403) (29,403) (29,403) (19,660) (19,660) (19,660) (19,660) (16,111) (16,111) (16,111) (16,111) (10,256) (10,256) (10,256) (10,256) (150,550) (150,550) (150,550) (150,550) Member Subsidies Operations 66,443 25,478 18,015 14,271 9,713 133,920 Insurance 8,677 3,925 1,645 1,840 543 16,629 Total Member Subsidies 75,120 75,120 75,120 75,120 29,403 29,403 29,403 29,403 19,660 19,660 19,660 19,660 16,111 16,111 16,111 16,111 10,256 10,256 10,256 10,256 150,550 150,550 150,550 150,550 FY2018-19 PRELIMINARY BUDGET - MEMBER ALLOCATIONFY2018-19 PRELIMINARY BUDGET - MEMBER ALLOCATIONFY2018-19 PRELIMINARY BUDGET - MEMBER ALLOCATIONFY2018-19 PRELIMINARY BUDGET - MEMBER ALLOCATION ATTACHMENT 1 119 Page 1 of 17 MEMORANDUM OF UNDERSTANDING NO. 18-25-134-00 BETWEEN RIVERSIDE COUNTY TRANSPORTATION COMMISSION AND SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY FOR FISCAL YEAR 2018-19 ANNUAL FUNDING MOU This memorandum of understanding (MOU) is effective as of this ___ day of ___ 2018, by and between the Southern California Regional Rail Authority (hereinafter referred to as “SCRRA”), One Gateway Plaza 12th Floor, Los Angeles, California 90012, and the Riverside County Transportation Commission, 4080 Lemon Street, 3rd Floor, Riverside, California 92501, a public agency (hereinafter referred to as “RCTC”), which are sometimes individually referred to as “PARTY”, and collectively referred to as “PARTIES”. I. RECITALS A. RCTC and SCRRA desire to enter into a MOU to define RCTC’s financial commitments to the SCRRA fiscal year (FY) 2018-19 operating budget and rehabilitation/renovation and new capital budget (collectively, the “BUDGET”). B. RCTC and SCRRA desire to enter into this MOU to define the respective responsibilities of SCRRA as a subrecipient of RCTC federal funds for costs in connection with the rehabilitation/renovation new and capital budget, and SCRRA’s prior year rehabilitation/renovation and new capital costs. C. SCRRA provides commuter rail service operating to, within, or through Los Angeles, Riverside, San Bernardino, Ventura, San Diego and Orange Counties. D. RCTC funds SCRRA commuter rail services benefitting Riverside County on the Riverside Line, Inland Empire-Orange County Line, and 91/Perris Valley Line (91/PVL) consistent with the existing cost sharing formula established by the Joint Powers Agreement forming SCRRA (“JPA”), RCTC Agreement No. M-23-008, to which RCTC is a party. E. SCRRA’s operating budget covers train operations, including operating crews, dispatching, equipment maintenance, fuel, non-scheduled rolling stock repairs, operating facilities maintenance, rolling stock lease payments, security and guard services, public safety programs, passenger relations, ticket vending machine (TVM) maintenance and revenue collection, marketing and market research, media/external relations, utilities and leases, passenger transfers to other operators, Rail 2 Rail program, station maintenance, freight ATTACHMENT 2 120 Page 2 of 17 rail agreements and general administrative costs that support SCRRA operations (EXHIBIT A- SCRRA Budget). F. RCTC, at its May 9, 2018 meeting, approved RCTC’s financial commitments to the SCRRA FY 2018-19 for operating costs as required by the JPA. G. SCRRA’s capital budget includes the following rehabilitation/renovation and new capital projects: track, structure, and signal work; layover facility work at Downtown Riverside Metrolink Station; and RCTC’s share of system-wide track, signal, information technology, communications, rubber tire vehicles, TVM, and mechanical improvements. H. RCTC, at its May 9, 2018 meeting, approved RCTC’s financial commitments to the SCRRA FY 2018-19 rehabilitation/renovation and new capital projects with funds to be drawn down by RCTC from the Federal Transit Administration (FTA) and used to reimburse SCRRA. I. RCTC, in previous Commission meetings, has approved RCTC’s financial commitment to prior SCRRA rehabilitation/renovation and new capital projects. Certain projects have not been completed and funds for those carryover projects will be drawn down by RCTC from FTA and used to reimburse SCRRA as work related to the approved projects are completed and invoiced to RCTC. J. SCRRA agrees to provide weed abatement, debris removal, track maintenance, graffiti removal, and other related maintenance, at road crossings, as well as routine maintenance, inspection and repairs of track, structures, signal system, grade crossing warning system and communication infrastructure (collectively, “Maintenance of Way Services”) for all operational tracks along the San Jacinto Subdivision. K. Pursuant to the Shared Use Agreement between RCTC and BNSF Railway (BNSF), BNSF is obligated to pay a set rate per mile for trains that are operated and dispatched over the PVL (“BNSF Per Mile Payment Obligation”). L. SCRRA will also maintain within twenty (20) feet from the center line along the freight-only double track, sidings and spurs between Highgrove Junction to the end of the PVL operating segment (“Freight Only Maintenance of Way Services”), provided that the costs for such maintenance are not an RCTC obligation, and shall instead be reimbursed by BNSF pursuant to the BNSF Per Mile Payment Obligation. SCRRA shall invoice BNSF for such costs. RCTC shall work with SCRRA to ensure that SCRRA is reimbursed by BNSF. M. SCRRA agrees to provide special train service, if and when a schedule and budget is agreed to by both PARTIES and an amendment to this MOU is executed. II. Scope of MOU 121 Page 3 of 17 This MOU specifies the terms and conditions, roles and responsibilities of the PARTIES as they pertain to the subjects and projects addressed herein. Both RCTC and SCRRA agree that each will cooperate and coordinate with the other in all activities covered by this MOU and any other supplemental MOUs that may be required to facilitate the purposes thereof. III. Responsibilities of RCTC RCTC agrees to the following responsibilities for the BUDGET: A. Allocate and pay to SCRRA the RCTC share of the BUDGET for operating costs in the not-to exceed amount of Nineteen Million Six Hundred Fifty Nine Thousand Seven Hundred and Five Dollars ($19,659,705) for rail operations using state, local and federal funds, which will be invoiced to RCTC on a quarterly basis in advance by SCRRA. B. Program Ten Million Three Hundred Thousand Dollars ($10,300,000) in FTA Section 5337 funds as a subaward under FTA Grant No. CA-2017-121-00 to be drawn down directly by RCTC to reimburse SCRRA as a subrecipient for rehabilitation and renovation projects on the River subdivision, as well as, RCTC’s share of systemwide capital projects as listed in Exhibit A. RCTC shall review each invoice and pay all authorized expenses within 30 days following approval of an invoice that is properly submitted in accordance with this MOU. C. Review each SCRRA invoice for rehabilitation/renovation, and RCTC-approved new capital project costs to ensure eligibility for federal reimbursement and make timely drawdown requests to FTA for eligible expenses following approval of the invoice. D. Prepare and submit to the FTA, on a timely basis, all required periodic reports and milestone updates. E. Comply with all requirements of the FTA Master Agreement, found at http://www.fta.dot.gov/documents/21-Master.pdf (“Master Agreement”). F. Monitor SCRRA’s respective responsibilities as a subrecipient of RCTC’s federal funds for rehabilitation/renovation and new capital costs in connection with the BUDGET and with SCRRA’s prior years’ carryover budget. G. Per the regular operating formula, as set forth in the JPA, reimburse SCRRA for Maintenance of Way Services performed within twenty (20) feet from the center line along PVL, including any railroad structure or ballast cross–section that is located outside of this twenty (20) feet area (collectively, the “PVL SCRRA Maintenance Area”). These costs shall be included in the quarterly rail operations invoices submitted by SCRRA pursuant to Section III.A and are part 122 Page 4 of 17 of the BUDGET allocated not-to-exceed amount set forth therein as listed in Exhibit A. H. For the PVL, be responsible for applicable Maintenance of Way Services that are outside the PVL SCRRA Maintenance Area. RCTC shall not be required to provide flagmen for such Maintenance of Way Services, but shall properly ensure that contractors have safety training for employees. I. Provide security guards for the layover facilities at South Perris and Riverside Downtown stations, which costs shall be reimbursed by SCRRA. SCRRA’s payment obligation shall be based on the agreed upon terms in Funding Agreement No. 17-25-100-00. RCTC shall invoice SCRRA on a quarterly basis for the direct security and management costs associated with the security of the layover facilities. J. Require, under its contract(s) for security guard services, that the contractor(s) indemnify SCRRA to the same extent as indemnification is provided to RCTC, and include SCRRA as an additional insured under all applicable policies required by RCTC under the contract(s). K. Make available to SCRRA as part of this MOU station security camera feeds for SCRRA’s safety and security needs. However, this MOU does not cover any additional connections requested by SCRRA. Future connections shall be agreed to in writing by the PARTIES, and funding for any costs associated therewith will need to be identified. IV. Obligations of SCRRA SCRRA agrees to the following responsibilities for the BUDGET: A. Establish fiscal controls and accounting procedures sufficient to assure proper accounting for all transactions, so that audits may be performed. SCRRA shall use accounting and fiscal procedures conforming to generally accepted accounting principles (GAAP). B. Comply with the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance), including but not limited to: a. Indirect Cost Rate. SCRRA’s submitted federally recognized indirect cost rate negotiated between SCRRA and the FTA to be applied to FY 2018-19 is: New Capital 1386.87% Rehabilitation 836.80% 123 Page 5 of 17 Equipment 1294.26% Third Party Agreements 234.24% i. Once the final rates are approved by FTA, within 30 days of approval of the final rates, SCRRA must reconcile its billings for any over or under-recovery of indirect costs previously billed to and reimbursed by RCTC using the provisional rates. Interest may not be claimed on any potential underpayments. C. Comply with the requirements of 49 CFR, Part 26, et. seq., and all other FTA Disadvantaged Business Enterprise (DBE) rules, regulations and policies in carrying out this MOU, and shall implement a stand-alone DBE Program that includes goal setting, outreach, monitoring, and reporting. SCRRA shall create and maintain records of compliance with the DBE obligations in this MOU, and provide compliance information to RCTC upon request. D. Comply with all applicable sections of 2 CFR 200 “Grants and Agreements” pertaining to the management of federally funded assets. SCRRA shall provide all necessary information to RCTC so that RCTC can coordinate with the FTA regarding the requirements 2 CFR 200. E. Comply with all applicable sections of FTA Circular 5010.1.e pertaining to the management of federally funded assets, FTA Circular 4220.1F pertaining to any third party contracts funded with FTA funds, and any other applicable FTA Circulars. SCRRA shall provide all necessary information to RCTC so that RCTC can coordinate with the FTA regarding the requirements in Circular 5010.1.e. F. Assume the role of subrecipient of federal awards and provide RCTC with all the necessary information to remain in compliance as a subrecipient with the Uniform Guidance, FTA requirements, and RCTC Subrecipient Guidelines, all of which are on file at the offices of the PARTIES, and are incorporated herein by reference. G. Comply with all applicable requirements of the FTA Master Agreement, the terms of which are incorporated herein by reference, and be responsible for any violation of FTA rules, regulations or policies, or misuse of funds by SCRRA. H. Submit a separate invoice to RCTC (Attention: Accounts Payable) on a quarterly basis for RCTC’s share of the costs associated with the individual components of the BUDGET. Each invoice shall be in a mutually acceptable form and shall include the following information, at a minimum: a. RCTC Agreement No.18-25-134-00; b. Time period covered by the invoice; c. Total invoice amount; 124 Page 6 of 17 d. For rehabilitation/renovation and new capital projects, supporting documentation, such as progress reports, contractor invoices, or other records to indicate payment has been made to contractor(s), or that payment is imminent in the amount of the invoice, and such additional supporting documentation and background information as RCTC may reasonably require (including executed contracts, as further described below): e. All information needed for quarterly project reporting and milestone updates to allow RCTC enough time to prepare and submit to the FTA on a timely basis all required or requested FTA reports and updates. In no event shall such reports be received later than ten (10) days prior to the required date of the quarterly submission to the FTA, which is 30 days following the end of each quarter. I. For each invoice submitted to RCTC related to capital projects, provide a progress report, which shall include a description of services performed during invoice period and any significant issues encountered or anticipated; for rehabilitation/renovation and new capital projects, progress report shall include breakdown of percent completed/remaining for projects included in invoice; J. For rehabilitation/renovation and capital projects, provide quarterly reports detailing total amount invoiced to date and balance remaining on projects; K. Provide quarterly budget to actual reports to RCTC and the SCRRA Board of Directors reflecting actual ridership and revenues and expenses at a line item level compared to the adopted operating budget, based on financial information generated by SCRRA’s Oracle financial system. Such financial information shall be based on a monthly financial closing process that includes significant accruals and material account reconciliations. a. SCRRA shall also provide reports to RCTC on a quarterly basis for any budgetary transfers fiscal year to date. L. Operate Metrolink commuter rail service on three lines serving Riverside County within budgeted service levels as outlined in Exhibit A. M. Submit invoices to RCTC in a timely manner to allow RCTC to draw down Section 5337 federal funds directly and provide quarterly expenditure report by grant to RCTC no later than the 20th of the month following the end of each quarter reflecting anticipated drawdown of federal funds and funds expended for RCTC-funded capital, rehabilitation/renovation projects, including a progress report on each budgeted rehabilitation/renovation project that includes status of each project, schedule update, anticipated cash flow and drawdowns, and expenditures to budget. 125 Page 7 of 17 N. Provide a reconciliation report to RCTC by March 31, 2020, identifying a surplus or deficit in FY 201819 RCTC allocations to the SCRRA for operating and capital expenses. O. Obtain express written permission by July 31, 2020 from RCTC prior to reallocating any unexpended FY 2018-19 RCTC operating funds. P. Provide quarterly reports to RCTC that include updates on Exhibit A, summarizing FY 2018-19 actual data versus budget, to assist in the measurement of performance metrics. Q. As applicable, prepare and submit all required reports to federal and state agencies in a timely manner by the due dates established by those agencies in order to avoid any penalties that could impair funding to RCTC. R. To qualify for reimbursement from RCTC, submit (i) a final invoice for operating expenses for FY 2018-19 on or prior to June 30, 2019 for budgeted or adjusted budget operating expenses and a final invoice after reconciliation of operating expenses by March 31, 2020, and (ii) final invoices for rehabilitation/renovation and new capital projects within four years of initial authorization of the relevant project, in accordance with FTA guidelines of the specified grant funds. Should a rehabilitation/renovation or capital project incur a delay, SCRRA shall promptly notify RCTC as to the cause of delay and other pertinent information that may be required to obtain an extension of grant terms, as applicable. Invoices submitted beyond the stated timeframes, unless extended, will be reviewed and may be reimbursed, on a case by case basis, subject to the availability of funding, as determined by RCTC and its grantors. S. Submit invoices to BNSF for dispatching along the PVL and for the Freight Only Maintenance of Way Services. If the annual BNSF Per Mile Payment Obligation exceeds the costs of the Freight Only Maintenance of Way Services, SCRRA shall also invoice BNSF for a portion of the Maintenance of Way Services within the PVL SCRRA Maintenance Area. T. Provide Maintenance of Way Services within the PVL SCRRA Maintenance Area. U. Be responsible for all the fencing maintenance, weeding, trash, graffiti and maintenance within SCRRA’s responsibility for track and structures. V. Reimburse RCTC on a quarterly basis for the direct security costs associated with the security of the layover facility located at the Riverside Downtown station and the South Perris Station along the PVL, for a total, not-to-exceed amount of $250,000. W. Make available to RCTC as part of this MOU security camera feeds for RCTC’s safety and security needs. Future connections will need to be agreed to in 126 Page 8 of 17 writing by the PARTIES and funding for any costs associated with the project will need to be identified. X. Maintain the 48 fibers provided by RCTC for SCRRA’s use. Y. Be responsible for the maintenance of eight (8) TVMs which shall be equally divided among the four (4) new Metrolink stations: Riverside Hunter Park, Moreno Valley/March Field, Downtown Perris and South Perris. Removal of any TVM from the designated station will require written notification to and approval from RCTC prior to work commencing. Z. Report on and credit to RCTC’s quarterly member agency operating subsidy allocation any revenues received from BNSF for the Freight Only Maintenance of Way Services and any additional Maintenance of Way Services along the PVL on a quarterly basis. Those revenues will be used to offset RCTC’s member agency operating subsidy allocation and reported on quarterly invoices. AA. Report on and credit to RCTC’s quarterly member agency operating subsidy allocation any revenues received from BNSF for the dispatching along the PVL. BB. Be responsible for the maintenance of the Riverside Downtown and South Perris layover facilities, unless different agreements are made in writing by both PARTIES. CC. Notify RCTC in writing within five (5) business days of the commencement of a federal or state agency review or audit, provide draft and final copies of the related reports within ten (10) business days of receipt from such agency, and provide copies of any SCRRA responses to required corrective actions. SCRRA shall update RCTC on the status of required actions on a quarterly basis until such corrective actions have been completed to the satisfaction of the federal or state agency. DD. Complete all responsibilities of SCRRA which are subject to RCTC reimbursement, as set forth in this MOU, within the total not-to-exceed amounts as set forth in Article III, and Article V of this MOU. EE. Provide written notification to RCTC regarding a proposed change in any rehabilitation/renovation and/or capital project, including, a scope of work, schedule and budget, and obtain RCTC approval prior to implementing changes to or commencing a new project with funds outlined in this MOU. FF. Complete all work to be funded under this MOU in a good and workmanlike manner, consistent with the standard of care generally recognized as being employed by professionals in the same discipline in the State of California, and to the satisfaction of RCTC. Failure of SCRRA to abide by the conditions above may result in delay to payment schedule outlined in Responsibilities of RCTC. 127 Page 9 of 17 V. Maximum Obligation Notwithstanding any provisions of this MOU to the contrary, RCTC and SCRRA agree that RCTC’s maximum cumulative payment obligation hereunder shall be Nineteen Million Six Hundred Fifty Nine Thousand Seven Hundred and Five Dollars ($19,659,705) for rail operations; Ten Million Three Hundred Thousand Dollars ($10,300,000) in FTA Section 5337 for capital projects, for a total amount not to exceed Twenty Nine Million, Nine Hundred Fifty-Nine Thousand Seven Hundred and Five Dollars ($29,959,705). Any amendments to the BUDGET that increase the amount set forth as due from RCTC will require RCTC board approval. VI. Complete MOU A. This MOU, including any attachments incorporated herein and made applicable by reference, constitutes the complete and exclusive statement of the term(s) and condition(s) between SCRRA and RCTC concerning the subject matter addressed herein and it supersedes all prior representations, understandings, and communications. The invalidity in whole or in part of any term or condition of this MOU shall not affect the validity of other term(s) or conditions(s) of this MOU. The above-referenced Recitals are true and correct and are incorporated by reference herein. B. RCTC’S failure to insist on any instance(s) of SCRRA’s performance of any term(s) or condition(s) of this MOU shall not be construed as a waiver or relinquishment of RCTC’s right to such performance or to future performance of such term(s) or condition(s), and SCRRA's obligation in respect thereto shall continue in full force and effect. Changes to any portion of this MOU shall not be binding upon RCTC except when specifically confirmed in writing by an authorized representative of RCTC by way of a written amendment to this MOU and issued in accordance with the provisions of this MOU. C. SCRRA’s failure to insist on any instance(s) of RCTC’s performance of any term(s) or condition(s) of this MOU shall not be construed as a waiver or relinquishment of SCRRA’s right to such performance or to future performance of such term(s) or condition(s), and RCTC’s obligation in respect thereto shall continue in full force and effect. Changes to any portion of this MOU shall not be binding upon SCRRA except when specifically confirmed in writing by an authorized representative of SCRRA by way of a written amendment to this MOU and issued in accordance with the provisions of this MOU. VII. Authorized Representatives 128 Page 10 of 17 The actions required to be taken by SCRRA and RCTC in the implementation of this MOU are delegated to the respective authorized representative of each PARTY. The authorized representative for SCRRA is its Chief Executive Officer, or designee, and the authorized representative for RCTC is its Executive Director, or designee. VIII. Audit and Inspection In its role as a subrecipient, SCRRA shall: A. Maintain a complete set of accounting records in accordance with GAAP for RCTC subrecipient monitoring, FTA, and normal operations purposes. The original records shall be maintained within the SCRRA limits. B. Prepare and file, within nine (9) months after the close of the fiscal year, financial statements of SCRRA for such fiscal year, together with an audit report thereon prepared by and independent certified public accountant. SCRRA shall furnish such audited financial statements to RCTC within ten (10) days of issuance of the audit report. C. Upon reasonable notice, permit the authorized representatives of RCTC and FTA to inspect and audit all work, materials, payroll, books, accounts and other data and records of SCRRA for a period of not less than three (3) years after final payment, or until any on-going audit is completed whichever is longer. For purposes of audit, the date of completion of this MOU shall be the date of RCTC’s payment of SCRRA’s final billing (so noted on the invoice) under this MOU. a. Upon conclusion of RCTC’s monitoring of SCRRA as a subrecipient under this MOU, RCTC shall prepare a notice to SCRRA of any findings or deficiencies and immediate actions to be taken by SCRRA to correct issues involving ineligible uses of federal funds. i. SCRRA shall develop a corrective action plan for any findings or deficiencies within 60 days from the issuance of the review findings to address deficiencies or noncompliance issues. D. With respect to audits in accordance with (C), include these same requirements in construction contracts with SCRRA’s contractor(s). E. Comply with the terms and conditions for closeout of subawards. RCTC shall have the right to reproduce any such books, records, and accounts. If the FTA determines that any FTA funds were not spent in accordance with applicable federal rules and regulations, SCRRA shall be responsible for 129 Page 11 of 17 reimbursement of all such improperly expended funds and shall make such reimbursement in the manner specified by FTA. If SCRRA fails to comply with the requirements of this MOU as it pertains to federal requirements as a subrecipient, RCTC may impose additional conditions or take one or more of the following actions, as appropriate: A. Temporarily withhold cash payments; B. Disallow all or part of cost of the activity that is not in compliance; C. Wholly or partly suspend or terminate the federal award; D. Recommend that the federal agency initiate suspension or debarment proceedings; or E. Take other remedies that may be legally available. IX. Indemnification and Insurance A. SCRRA shall indemnify, defend and hold harmless RCTC, its officers, directors, employees and agents from and against any and all claims (including attorney's fees and reasonable expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, worker’s compensation subrogation claims, damage to or loss of use of property alleged to be caused by the acts, omissions or willful misconduct by SCRRA, its officers, directors, employees, contractors, or agents in connection with or arising out of the performance of this MOU. B. RCTC shall indemnify, defend and hold harmless SCRRA, its officers, directors, employees and agents from and against any and all claims (including attorney’s fees and reasonable expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, worker’s compensation subrogation claims, damage to or loss of use of property alleged to be caused by the acts, omissions or willful misconduct by RCTC, its officers, directors, employees or agents in connection with or arising out of the performance of this MOU. C. The indemnification and defense obligations of this MOU shall survive its expiration or termination. D. SCRRA maintains property and general liability insurance and/or self-insurance in the amounts and with coverage as set forth in the insurance certificates attached hereto as Exhibit “B”. SCRRA shall maintain, for the duration of this MOU, and/or shall require that SCRRA contractors maintain, levels of insurance coverage equivalent to existing coverage, as shown in the attached certificates, against claims for injuries to persons, or damages to property, which may arise from or in connection with SCRRA rail operations 130 Page 12 of 17 or construction by SCRRA, its agents, representatives, employees or subcontractors on RCTC property. Further, the PARTIES agree that SCRRA is responsible for maintenance and repair of damage to, regardless of cause or ownership, all assets that facilitate SCRRA’s operations, and shall provide insurance therefore. E. SCRRA shall include RCTC as an additional insured on all insurance policies required to be maintained hereunder. X. Additional Provisions RCTC and SCRRA agree to the following mutual responsibilities: A. Term of MOU: This MOU shall terminate upon the completion of the disbursement of the operating and capital funds to SCRRA and the completion of all reports, updates or any other documentation or responsibility of the PARTIES related to the projects in the BUDGET. In all events, this MOU shall terminate within the time limits set forth in applicable FTA procedures and regulations, but in no event later than four (4) years from the date of the Agreement’s execution date. This MOU may only be extended upon written mutual consent by both PARTIES. B. Dispute Resolution: In the case of a dispute, the Executive Director and Chief Executive Officer of the PARTIES shall timely attempt to resolve the dispute. If the PARTIES are unable to resolve the dispute, either PARTY may elect to initiate arbitration by a panel of three arbitrators pursuant to the rules of the American Arbitration Association. The panel of arbitrators shall consist of one arbitrator appointed by the governing body of each of the PARTIES, and the third member shall be appointed by mutual consent of the other two arbitrators. C. Modifications: This MOU may be amended in writing at any time by the mutual consent of both PARTIES. No amendment shall have any force or effect unless executed in writing by both PARTIES. D. Laws and Regulations: RCTC and SCRRA shall comply with all applicable federal, state, and local laws, statues, ordinances and regulations of any governmental authority having jurisdiction over the BUDGET. E. Legal Authority: The persons signing below represent that they are authorized to execute this MOU on behalf of their respective PARTY, and that, by so executing this MOU, the PARTIES hereto are formally bound to the provisions of this MOU. 131 Page 13 of 17 F. Severability: If any term, provision, covenant or condition of this MOU is held to be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this MOU shall not be affected thereby, and each term, provision, covenant or condition of this MOU shall be valid and enforceable to the fullest extent permitted by law. G. Counterparts: This MOU may be executed and delivered in any number of counterparts, each of which, when executed and delivered shall be deemed an original and all of which together shall constitute the same MOU. Facsimile signatures will be permitted. H. Force Majeure: Either PARTY shall be excused from performing its obligations under this MOU during the time and to the extent that it is prevented from performing by an unforeseeable cause beyond its control, including but not limited to: any incidence of fire or flood; acts of God; commandeering of material, products, plants or facilities by the federal, state or local government; national fuel shortage; or a material act or omission by the other PARTY; when satisfactory evidence of such cause is presented to the other PARTY, and provided further that such nonperformance is unforeseeable, beyond the control and is not due to the fault or negligence of the PARTY not performing. I. Assignment: Neither this MOU, nor any of the PARTIES rights, obligations, duties, or authority hereunder may be assigned in whole or in part by either PARTY without the prior written consent of the other PARTY in its sole and absolute discretion. Any such attempt of assignment shall be deemed void and of no force and effect. Consent to one assignment shall not be deemed consent to any subsequent assignment, nor the waiver of any right to consent to such subsequent assignment. J. Obligations To Comply with Law: Nothing herein shall be deemed nor construed to authorize or require any PARTY to issue bonds, notes or other evidences of indebtedness under the terms, in amounts, or for purposes other than as authorized by local, state or federal law. K. Governing Law: The laws of the State of California and applicable local and federal laws, regulations and guidelines shall govern this MOU. Venue shall be in Riverside County. L. Arbitration Fees: Should arbitration arise out of this MOU for the performance hereof, the arbitration fees, and other costs and expenses, including attorney’s fees, shall be paid by the PARTY against whose favor the arbitration, or any subsequent legal action arising out of the arbitration, is found. M. Notices: Any notices, requests, or demands made between the PARTIES pursuant to this MOU are to be directed as follows: 132 Page 14 of 17 To SCRRA: To RCTC: Southern California Regional Rail Authority Riverside County Transportation Commission One Gateway Plaza 12th Floor Los Angeles, CA 90012 Street Address: 4080 Lemon St 3rd Floor Riverside, CA 92501 Mailing Address: P.O. Box 12008 Riverside, CA 92502 Attention: Art Leahy Chief Executive Officer Tel: 213-452-0255 E-mail:SCRRACEO@scrra.net Attention: Anne Mayer Executive Director Tel: 951-787-7141 E-mail: amayer@rctc.org N. Successors and Assigns: The provisions of this MOU shall bind and inure to the benefit of each of the PARTIES hereto, and all successors or assigns of the PARTIES hereto. O. Survival: All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this MOU, including, but not limited to, the indemnification, reporting, auditing, repayment of improperly expended funds, and records maintenance obligations, shall survive any such expiration or termination. This MOU shall be made effective upon execution by both PARTIES. [Signatures on following page] 133 Page 15 of 17 SIGNATURE PAGE TO MOU No. 18-25-134-00 IN WITNESS WHEREOF, the PARTIES hereto have caused this MOU No. 18-25-134-00 to be executed on the date first above written. SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY RIVERSIDE COUNTY TRANSPORTATION COMMISSION Chief Executive Officer Executive Director Reviewed and Approved as to Form: SCRRA Legal Counsel RCTC General Legal Counsel 134 Page 16 of 17 EXHIBIT A-SCRRA BUDGET RCTC’s shares of SCRRA’s FY 2018-2019 Budget, as approved by the SCRRA Board of Directors in July 2018, are shown below: Operating Budget: Expenses $ 28,167,000 Revenues $ 8,507,000 Net Subsidy $ 19,660,000 Capital Budget: RCTC Share $ 10,300,000 Total $ 10,300,000 135 Page 17 of 17 EXHIBIT B-INSURANCE CERTIFICATES [attached behind this page] 136 AGENDA ITEM 12 Agenda Item 12 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: April 23, 2018 TO: Western Riverside County Programs and Projects Committee FROM: Brian Cunanan, Commuter and Motorist Assistance Manager THROUGH: Aaron Hake, External Affairs Director SUBJECT: Agreements for Freeway Service Patrol Tow Truck Service STAFF RECOMMENDATION: This item is for the Committee to: 1) Award Agreement No. 18-45-131-00 to Coastal Pride Towing, Inc. for Freeway Service Patrol (FSP) tow truck services on State Route 91 Beat Nos. 1 and 2 for a three-year term, and one, two-year option to extend the agreement, in an amount of $3,382,442, plus a contingency amount of $169,122, for a total amount not to exceed $3,551,564; 2) Award Agreement No. 18-45-132-00 to Coastal Pride Towing, Inc. for FSP tow truck services on Interstate 215 Beat 20 and Interstate 15 Beat Nos. 34 and 35 for a three-year term, and one, two-year option to extend the agreement, in an amount of $2,464,956, plus a contingency amount of $123,248, for a total amount not to exceed $2,588,204; 3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements, including option years, on behalf of the Commission; 4) Authorize the Executive Director, or designee, to approve the use of the contingency amount as may be required for these services; and 5) Forward to the Commission for final action. BACKGROUND INFORMATION: In 1986, the Commission established itself as the Riverside County Service Authority for Freeway Emergencies (RC SAFE) after the enactment of SB 1199 in 1985. The purpose of the formation of SAFEs in California was to provide call box services and, with excess funds, provide additional motorist aid services. Funding for RC SAFE is derived from a one dollar per vehicle registration fee on vehicles registered in Riverside County. Initially, these funds were used only for the call box program. As additional motorist aid services were developed, SAFE funds were also used to provide FSP and the Inland Empire 511 traveler information services as part of a comprehensive motorist aid system in Riverside County. In 1990, Proposition C was passed to fund transportation improvements and to help reduce traffic congestion in California. From this, the FSP program was created by Caltrans, which developed the corresponding Local Funding Allocation Plan to distribute funds to participating jurisdictions. In addition to funding received from Caltrans, agencies are required to contribute 137 Agenda Item 12 a 25 percent local match. For the Commission, SAFE revenues are used to meet this match requirement. The Commission, acting in its capacity as the SAFE, is the principal agency in Riverside County, in partnership with Caltrans and the California Highway Patrol (CHP), managing the FSP program. The purpose of the FSP program is to provide a continuously roving tow services patrol along designated freeway segments (referred to as beats) to relieve freeway congestion and facilitate the rapid removal of disabled vehicles and those involved in minor accidents on local freeways. Contracts to provide FSP tow service are competitively bid as needed for each beat. Currently, the Commission contracts with three tow truck operators to provide service on a total of nine beats Monday through Friday during the peak commute hours, 5:30 a.m. to 8:30 a.m. and 2:30 p.m. (12:30 p.m. on Fridays) to 6:30 p.m. In Fiscal Year 2016/17, FSP performed nearly 40,180 assists. DISCUSSION: Staff sought a competitive solution to award tow service contracts to qualified firms for five beats including three new beats on I-215 and I-15 expanding FSP service into southern Riverside County. Beat No. Beat No. Description Number of Tow Trucks 1 SR-91 Orange County line to Lincoln Avenue 2 (+1 backup truck) 2 SR-91 Lincoln Avenue to Magnolia Avenue 2 (+1 backup truck) 20 I-215 Ethanac Road to Murrieta Hot Springs 2 (+1 backup truck) 34 I-15 Indian Truck Trail to Bundy Canyon Road 2 (+1 backup truck) 35 I-15 Bundy Canyon Road to Temecula Parkway/79S 2 (+1 backup truck) 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 FSP tow truck services on State Route 91 Beat Nos. 1 and 2, Interstate 215 Beat 20, and Interstate 15 Beat Nos. 34 and 35, as set forth under the terms of the request for proposals (RFP) No. 18-45-063-00. RFP No. 18-45-063-00 was released on January 18, 2018. 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 27 firms, 12 of which are located in Riverside County. Additionally, the Commission sent out 122 postcards to firms who have previously expressed interest in tow truck services and/or are on the current California Highway Patrol (CHP) rotational tow list. Of the 122, 35 are located in Riverside County. Through the PlanetBids site, 9 firms downloaded the RFP; 2 of these firms are located in Riverside 138 Agenda Item 12 County. A pre-proposal conference was held on February 1, 2018, and was attended by 2 firms; 1 firm was local to Riverside County. Staff responded to all questions submitted by potential proposers prior to the February 8, 2018 clarification deadline date. Two firms – Coastal Pride Towing, Inc. (San Diego) and Quality Roadside Service, Inc. (Riverside) – submitted proposals prior to the 2:00 p.m. submittal deadline on March 1, 2018. Coastal Pride Towing, Inc. submitted proposals for all five beats; whereas Quality Roadside Service, Inc. only submitted a proposal for Beat 2. All proposals submitted were responsive and responsible proposals. Since staff received one proposal for four of the five beats, it reviewed the solicitation specifications for undue restrictiveness and surveyed potential firms that chose not to submit a proposal. Reasons for not submitting a proposal included increased costs in insurance, minimum wage, and fleet maintenance. Additionally, there was a concern among potential firms of making a large investment into new tow trucks. Staff concluded that 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 all four beats. An evaluation committee comprised of the CHP Inland Division, San Bernardino County Transportation Authority, and Commission staff evaluated each proposal in accordance with the evaluation criteria set forth in the RFP. On March 21, 2018, the evaluation committee visited both firms’ tow yard sites and conducted interviews of key personnel. Accordingly, the evaluation committee provided final scoring based on a comprehensive evaluation of each written proposal and interview. Based on the evaluation committee’s assessment, the evaluation committee determined Coastal Pride Towing, Inc. to be the most qualified firm to perform the work outlined in the scope of services for all five beats. As a result of the evaluation committee’s assessment of the written proposals and interviews, the evaluation committee recommends contract award for FSP tow truck services for State Route 91 Beat Nos. 1 and 2 to Coastal Pride Towing, Inc. for a three-year term, and one, two-year option in the amount of $3,382,442, plus a contingency of $169,122, for a total amount not to exceed $3,551,564. The evaluation committee also recommends contract award for FSP tow truck services for Interstate 215 Beat 20 and Interstate 15 Beat Nos. 34 and 35 to Coastal Pride Towing, Inc. for a three-year term, and one, two-year option in the amount of $2,464,956, plus a contingency of $123,248, for a total amount not to exceed $2,588,204. The total hourly rates for both firms and the five beats are presented in the following table: Firm Hourly Rate Beat No. Coastal Pride Towing, Inc. $65.18 1 Coastal Pride Towing, Inc. $65.18 2 Quality Roadside Service, Inc. $78.00 2 Coastal Pride Towing, Inc. $62.70 20 Coastal Pride Towing, Inc. $62.70 34 Coastal Pride Towing, Inc. $62.70 35 139 Agenda Item 12 The Commission’s standard form FSP services agreement will be entered into with the consultant subject to any changes approved by the Executive Director and pursuant to legal counsel review. Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2018/19 FY 2019/20+ Amount: $803,774 $5,335,993 Source of Funds: State of California, SAFE, and SB1 FSP Allocation Budget Adjustment: No N/A GL/Project Accounting No.: 002173 81014 00000 0110 201 45 81002 Fiscal Procedures Approved: Date: 04/12/2018 Attachment: Standard Form FSP Services Agreement 140 17336.0002A\9580036. 3 APPENDIX B - 1 SAMPLE CONTRACT FORM Agreement No. _____________ RIVERSIDE COUNTY TRANSPORTATION COMMISSION, ACTING AS THE RIVERSIDE COUNTY SERVICE AUTHORITY FOR FREEWAY EMERGENCIES, FOR FREEWAY SERVICE PATROL FOR BEAT # X WITHIN RIVERSIDE COUNTY WITH [___CONTRACTOR___] 1. PARTIES AND DATE. 1.1 This Agreement is made and entered into as of _____day of _________, 2017, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (“COMMISSION”) acting as the RIVERSIDE COUNTY SERVICE AUTHORITY FOR FREEWAY EMERGENCIES (“SAFE”) and [NAME OF FIRM], a [LEGAL STATUS OF CONTRACTOR e.g., CORPORATION] (referred to herein as “CONTRACTOR”). SAFE and CONTRACTOR are sometimes individually referred to herein as “Party” and collectively as “Parties”. 1.2 The California Highway Patrol herein referred to as “CHP” and California Department of Transportation, herein referred to as “Caltrans” are hereby expressly designated as third-party beneficiaries of CONTRACTOR’s performance under this Agreement. 2. RECITALS. 2.1 WHEREAS, COMMISSION is a California County Transportation Commission existing under the authority of Section 130050 et seq. of the California Public Utilities Code; 2.2 WHEREAS, COMMISSION is authorized, pursuant to Section 2550 et seq. of the California Streets and Highways Code, to act as SAFE for purposes of providing a motorist aid system, including provision of freeway service patrols; 2.3 WHEREAS, SAFE requires the services of a CONTRACTOR to provide the freeway service patrol professional services as described in the Scope of Services; 2.4 WHEREAS, SAFE has determined that CONTRACTOR is best qualified to perform the required services; 2.5 WHEREAS, the CONTRACTOR is able and willing to perform the required services under the terms and conditions of this Contract; 141 17336.0002A\9580036. 3 APPENDIX B - 2 2.6 WHEREAS, COMMISSION is the short range transportation planning agency for Riverside County, and programs federal, state, and local funds. COMMISSION has entered into a Memorandum of Understanding with Caltrans and CHP to fund peak period freeway service patrols on selected freeway segments in Riverside County; and 2.7 WHEREAS, Section 21718 (a) of the California Vehicle Code specifically authorized CHP to be responsible for freeway service patrols stopping on freeways for the purpose of rapid removal of impediments to traffic. Article 3, Section 91, of the Streets and Highways Code, states that Caltrans has responsibility to improve and maintain the state highways. Caltrans also has the responsibility for traffic management and removing impediments from the highways. NOW, THEREFORE, for the consideration hereinafter stated, SAFE and CONTRACTOR agree as follows: 3. TERMS. 3.1 General Scope of Services. The purpose of the Freeway Service Patrol (“FSP”) program is to provide for the rapid removal of disabled vehicles and vehicles involved in minor accidents from the freeway. Contractor promises and agrees to furnish to SAFE all labor materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately provide the FSP services ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state, and federal laws, rules and regulations, and the SOP manual (as defined below). 3.1.1. Contract Oversight. Caltrans and CHP will jointly oversee the Services. Both agencies will have responsibility for overseeing Service performance and ensuring that the CONTRACTOR abides by the terms of this Contract. CHP is responsible for dispatch services to incident locations within the CONTRACTOR’s patrol limits. The dispatching will be done in accordance with this Contract. A Standard Operating Procedures (“SOP”) manual will be given to the CONTRACTOR explaining the types of incidents to which his/her operators may be dispatched. 3.1.2 Beat Descriptions. The FSP will operate on selected freeway segments referred to herein as “beats”. Each beat has specific turnaround locations and designated drop locations identified by the CHP. Exhibit “A” shows the specific limits, number of tow trucks, number of back-up trucks and hours of operation, and holidays for the CONTRACTOR’s specific beat. SAFE reserves the right to add or delete holidays to the work schedule, provided that SAFE provides CONTRACTOR seven (7) days advanced notice of such addition or deletion. Travel time to and from the beat will be at the expense of the CONTRACTOR. 142 17336.0002A\9580036. 3 APPENDIX B - 3 3.1.3 Change Orders. At any time during the term of this Contract, SAFE reserves the right to adjust beat specifications to better accommodate demand for the Services, or availability of funding, at no cost to SAFE. Adjustments may include reduction in the hours of Services. SAFE may direct such adjustments during the course of this Contract through written change orders, signed by SAFE, setting forth any changes to Exhibit “A”. Changes may include a change of the specified beat(s) to other beats that SAFE determines better serve the needs of SAFE, as well as changes to schedules and hours for the beats set forth in Exhibit “A”. If warranted, as determined in SAFE’s sole discretion, and during the hours of operation of the Services, the CONTRACTOR may be requested to temporarily reassign his/her FSP operators/trucks to locations outside the assigned beat. Such reassignments shall be at no cost to SAFE. 3.1.4. The SOP Manual. To promote a safe work environment and for the maintenance of professionalism, the most current version of the SOP manual shall, at all times, be followed by the CONTRACTOR and its vehicle operators. The SOP manual, as such manual may from time to time be amended, is incorporated into this Contract by reference. CONTRACTOR shall be notified and provided with a copy of any changes to the SOP manual. Drivers found not to be in compliance with FSP procedures, as set forth in the SOP manual or this Contract, may be suspended or terminated from the FSP program and the CONTRACTOR may be fined three (3) times the hourly Contract rate in one (1) minute increments until a replacement vehicle is provided (Driver and Truck must return to beat compliant with all FSP requirements), or fined for the entire shift at three (3) times the hourly rate at the discretion of the FSP Field Supervisors. 3.2 Equipment Requirements. CONTRACTOR shall comply with all equipment requirements outlined in the attached Exhibit “A”. 3.3 Commencement of Services. The CONTRACTOR shall commence work upon receipt of a written Notice to Proceed from SAFE. 3.4 Term. The term of this Contract shall be from ______________________ unless earlier terminated as provided herein. SAFE, at its sole discretion, may renew this Contract for a total of two (2) separate one year terms, based on the option-year rates. SAFE shall also have the right to renew this Contract from one month up to a one year term after the initial term by providing notice as provided below. SAFE must provide written notice to CONTRACTOR no less than ninety (90) days prior to the end of the applicable term, indicating its renewal of the Contract. CONTRACTOR shall complete the Services within the term of this Contract, and shall meet any other established schedules and deadlines. All applicable indemnification provisions of this Contract shall remain in effect following the termination of this Contract. If SAFE, at its sole discretion, renews this Contract for one or both of the additional separate one year terms as provided, the option-year rates shall be as follows: 143 17336.0002A\9580036. 3 APPENDIX B - 4 SCHEDULE OF HOURLY RATES Classification Option Year 1 Hourly Rate Option Year 2 Hourly Rate Contract $_X per hour $_ X per hour 3.5 SAFE's Representative. SAFE hereby designates the SAFE Executive Director or his or her designee, to act as its Representative for the performance of this Contract ("SAFE’s Representative"). SAFE’s Representative shall have the authority to act on behalf of SAFE for all purposes under this Contract. SAFE's Representative shall also review and give approval, as needed, to the details of CONTRACTOR's work as it progresses. CONTRACTOR shall not accept direction or orders from any person other than the SAFE’s Representative or his or her designee. 3.6 CONTRACTOR’S Representative. CONTRACTOR hereby designates [INSERT NAME, TITLE], to act as its representative for the performance of this Contract ("CONTRACTOR’s Representative"). CONTRACTOR’s Representative shall have full authority to act on behalf of CONTRACTOR for all purposes under this Contract. 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 Contract. CONTRACTOR shall work closely and cooperate fully with SAFE's Representative and any other agencies which may have jurisdiction over or an interest in the Services. CONTRACTOR's Representative shall be available to the SAFE staff at all reasonable times. Any substitution in CONTRACTOR's Representative shall be approved in writing by SAFE's Representative. 3.7 Substitution of Key Personnel. CONTRACTOR has represented to SAFE that certain key personnel will perform and coordinate the Services under this Contract. Should one or more of such personnel become unavailable, CONTRACTOR may substitute other personnel of at least equal competence upon written approval by SAFE’s Representative. In the event that SAFE’s Representative and CONTRACTOR cannot agree as to the substitution of the key personnel, SAFE shall be entitled to terminate this Contract for cause, pursuant to the provisions of Section 3.15. The key personnel for performance of this Contract are: [LIST NAMES AND TITLES]. 3.7.1 Availability of FSP Manager. Except in the case of unpreventable circumstances, the FSP Manager must be available at the CONTRACTOR’s office for at least 50% of each Work Day to address time sensitive issues related to this Contract or the Services, including, but not limited to, FSP administrative responsibilities; SAFE, CHP, and Caltrans requests; driver matters; and truck maintenance issues. CONTRACTOR shall, within 24 hours, notify SAFE of each circumstance causing the FSP Manager not to be available as required herein. As used in this section, the term “Work Day” shall mean and refer to any day that FSP service is provided, during those hours of operation for Construction FSP as identified on the attached Exhibit “A-1”. 144 17336.0002A\9580036. 3 APPENDIX B - 5 3.8 Review of Work and Deliverables. All reports, working papers, and similar work products prepared for submission in the course of providing Services under this Contract may be required to be submitted to SAFE's Representative in draft form, and SAFE’s Representative may require revisions of such drafts prior to formal submission and approval. In the event that SAFE's Representative, in his or her sole discretion, determines the formally submitted work product to be inadequate, SAFE's Representative may require CONTRACTOR to revise and resubmit the work at no cost to SAFE. Upon determination by SAFE that CONTRACTOR has satisfactorily completed the Services required under this Contract and within the term set forth in Section 3.4, SAFE shall give CONTRACTOR a written Notice of Final Completion. Upon receipt of such notice, CONTRACTOR shall incur no further costs hereunder, unless otherwise specified in the Notice of Completion. CONTRACTOR may request issuance of a Notice of Final Completion when, in its opinion, it has satisfactorily completed all Services required under the provisions of this Contract. 3.9 Appearance at Hearings. If and when required by SAFE, CONTRACTOR shall render assistance at public hearings or other meetings related to the performance of the Services. 3.10 Standard of Care: Licenses. CONTRACTOR represents and maintains that it is skilled in the professional calling necessary to perform all Services, duties and obligations required by this Contract. CONTRACTOR shall perform the Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. CONTRACTOR warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. CONTRACTOR further represents and warrants to SAFE that its employees and subcontractors have all licenses, permits, qualifications (including medical certification) 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 Contract. CONTRACTOR shall perform, at its own cost and expense and without reimbursement from SAFE, 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, and shall be fully responsible to SAFE for all damages and other liabilities provided for in the indemnification provisions of this Contract arising from the CONTRACTOR’s errors and omissions. Any employee of CONTRACTOR or its subcontractors who is determined by SAFE to be uncooperative, incompetent, a threat to the adequate or timely completion of the Services, 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 SAFE, shall be promptly removed from performing the Services by the CONTRACTOR and shall not be re-employed to perform any of the Services. 3.11 Opportunity to Cure. SAFE may provide CONTRACTOR an opportunity to cure, at CONTRACTOR's expense, all errors and omissions which may be disclosed during performance of the Services. Should CONTRACTOR fail to make such correction in a timely manner, such correction may be made by SAFE, and the cost thereof charged to CONTRACTOR. 145 17336.0002A\9580036. 3 APPENDIX B - 6 3.12 Inspection of Work. CONTRACTOR shall allow SAFE's Representative to inspect or review CONTRACTOR's performance of Services in progress at any time. SAFE/Caltrans/CHP also reserves the right to audit all paperwork demonstrating that CONTRACTOR participates in an employee alcohol/drug-testing program and the DMV Pull Notice Program. 3.13 Laws and Regulations. 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 Services, including all Cal/OSHA requirements, and shall give all notices required by law. CONTRACTOR shall be solely 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 SAFE, CONTRACTOR shall be solely responsible for all costs arising therefrom. CONTRACTOR shall defend, indemnify and hold SAFE, their officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Contract, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.14 Damage Complaints. Upon receiving a damage complaint from a motorist assisted by the CONTRACTOR, that the CONTRACTOR damaged their vehicle while lending assistance, the CONTRACTOR shall notify CHP immediately regarding the nature of the damage complaint and its disposition. The CONTRACTOR shall reply to the motorist by telephone within twenty-four (24) hours of receiving the damage complaint notification. If necessary, the CONTRACTOR shall send either his or her authorized representative or his or her insurance company representative to inspect the vehicle and complete an incident report within forty-eight (48) hours after receiving the damage complaint. If the investigation shows that damage to the vehicle could have been caused by the CONTRACTOR, the CONTRACTOR shall negotiate in good faith to try and resolve the issue and shall report to the CHP the result of the negotiations. All complaints shall be resolved within a reasonable period of time after being received. 3.14.1 Complaint Review Committee. The FSP Technical Advisory Committee (“FSP TAC”) is composed of voting members from CHP, SAFE and Caltrans. Voting members of the FSP TAC are hereby designated as the members of the Damage Complaint Review Committee (“DCRC”). If the DCRC finds that justifiable complaints are not resolved within a reasonable time frame, it can recommend that payment to the CONTRACTOR in the amount of the damage claim may be deducted from the CONTRACTOR’s monthly invoice. 3.15 Termination. 3.15.1 Notice; Reason. SAFE may, by written notice to CONTRACTOR, terminate this Contract, in whole or in part, including, without limitation, the geographical territory covered by this Contract, at any time by giving written notice to CONTRACTOR of such termination, and specifying the effective date thereof (“Notice of Termination”). Such 146 17336.0002A\9580036. 3 APPENDIX B - 7 termination may be for SAFE’s convenience, due to lack of available funding for the Services, or because of CONTRACTOR's failure to perform its duties and obligations under this Contract, including, but not limited to, the failure of CONTRACTOR to timely perform Services pursuant to the Scope of Services described in Section 3, entitled “Terms,” as well as Section 7 of the RFP. CONTRACTOR may not terminate this Contract except for cause. 3.15.2 Discontinuance of Services. Upon receipt of the written Notice of Termination, CONTRACTOR shall discontinue all affected Services as directed in the Notice of Termination, and deliver to SAFE all Documents and Data, as defined in this Contract, as may have been prepared or accumulated by CONTRACTOR in performance of the Services, whether completed or in progress. 3.15.3 Effect of Termination For Convenience. If the termination is to be for the convenience of SAFE, SAFE shall compensate CONTRACTOR for Services fully and adequately provided through the effective date of termination as provided in the Notice of Termination. Such payment shall include a pro-rated amount of profit, if applicable, up through such effective date, but no amount shall be paid for anticipated profit on unperformed Services past such effective date. CONTRACTOR shall provide documentation deemed adequate by SAFE's Representative to show the Services actually completed by CONTRACTOR prior to the effective date of termination. This Contract shall terminate on the effective date of the Notice of Termination. 3.15.4 Effect of Termination for Cause. If the termination is for cause, CONTRACTOR shall be compensated for those Services which have been fully and adequately completed and accepted by SAFE as of the effective date of termination as provided in the Notice of Termination. In such case, SAFE may take over the work and prosecute the same to completion by contract or otherwise. Further, CONTRACTOR shall be liable to SAFE for any reasonable additional costs or damages incurred to revise work for which SAFE has compensated CONTRACTOR under this Contract, but which SAFE has determined in its sole discretion needs to be revised, in part or whole. Termination of this Contract for cause may be considered by SAFE in determining whether to enter into future contracts with CONTRACTOR. 3.15.5 Cumulative Remedies. The rights and remedies of the Parties provided in this Section are in addition to any other rights and remedies provided by law or under this Contract. 3.15.6 Procurement of Similar Services. In the event this Contract is terminated, in whole or in part, as provided by this Section, SAFE may procure, upon such terms and in such manner as it deems appropriate, services similar to those terminated. 3.15.7 Waivers. CONTRACTOR, in executing this Contract, recognizes that the Services may be terminated, in whole or in part, as provided in this Section. CONTRACTOR shall not be entitled to any damages including, but not limited to, any compensation for costs incurred to procure vehicles, meet the terms for providing the Services, or for any other costs or expenses, and shall be deemed to have waived any and all 147 17336.0002A\9580036. 3 APPENDIX B - 8 claims for damages, costs or expenses which may otherwise arise from SAFE's termination of this Contract, for convenience or cause, as provided in this Section. 3.15.8 Authorization to Terminate. The Executive Director of SAFE shall have the full authority and discretion to exercise SAFE’s rights under this Section 3.15, entitled “Termination”. 3.16 Trend Meetings. CONTRACTOR shall attend, or send a designated management-level representative, to all trend meetings (i.e. required FSP TAC meeting which meets every other month). These trend meetings will encompass focused and informal discussions concerning, but not limited to: scope, Services, schedule, current progress of Services, relevant cost issues, and future objectives. CONTRACTOR shall be responsible for having a representative attend all meetings (i.e. FSP TAC meetings) that has the ability to make management-level decisions on the behalf of the CONTRACTOR. If the CONTRACTOR cannot have a management-level representative at a meeting, CONTRACTOR shall notify SAFE and CHP prior to the meeting. Management-level attendance at these meetings shall be considered part of the CONTRACTOR’s contractual responsibility. Meetings are scheduled, and CONTRACTOR will be notified of such schedule, no later than three (3) working days prior to the meeting. 3.17 Fees and Payment. 3.17.1 Amount to be Paid. Subject to the provisions set forth below for Services satisfactorily performed hereunder, SAFE shall pay the CONTRACTOR on a fixed unit rate basis a ceiling price NOT TO EXCEED _______________ DOLLARS ($__________). 3.17.2 Maximum Payment is the Ceiling Price. SAFE shall not be obligated to pay costs which exceed the ceiling price set forth above, except as provided in Sections 3.15 and 3.17.10. CONTRACTOR agrees to use its best efforts to perform the services and all obligations under this Contract within such ceiling price. 3.17.3 Hourly Rate; Break and Meal Periods. For its performance of the Services, the CONTRACTOR shall be paid for labor expended directly in the performance of the Services at the rates specified below. Payments shall be made monthly in arrears based on Services provided and allowable incurred expenses. The CONTRACTOR shall not be entitled to reimbursements for any expenses unless approved in advance in writing. SCHEDULE OF HOURLY RATES Classification Hourly Rate Contract – tow truck operators $ Hourly rates may be adjusted as set forth in Chapter 9, Violations/Penalties, of the FSP Standard Operating Procedures (SOP). 148 17336.0002A\9580036. 3 APPENDIX B - 9 A) CONTRACTOR is responsible for compliance with all California labor laws related to break periods and meal periods including, but not limited to, compliance with Labor Code section 512. CONTRACTOR shall be solely responsible for any additional pay to which its drivers may be entitled for CONTRACTOR’s failure to comply with the California labor law requirements. B) During shifts that require drivers to be provided a 30- minute meal period break pursuant to Labor Code section 512, CONTRACTOR shall either make arrangements for another certified driver to provide Services during those breaks or not be compensated for each 30-minute meal period break during which Services are not provided. In no case shall CONTRACTOR be entitled to bill RCTC for time during which a driver is taking a meal period break. 3.17.4 Payment Coverage. The compensation herein above specified will cover and include all applicable labor surcharges such as taxes, insurance and fringe benefits, as well as indirect costs, overhead, general and administrative expense, and profit. 3.17.5 Cost Principles. A) CONTRACTOR agrees to comply with 2 CFR, Part 225, Cost Principles for State and Local Government, and 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. B) CONTRACTOR agrees that 1) Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31, et seq., shall be used to determine the allowability of individual cost items, and 2) CONTRACTOR shall comply with Federal administrative procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. C) Any costs for which CONTRACTOR has received payment or credit that are determined by subsequent audit to be unallowable under 2 CFR, Part 225, 48 CFR, Chapter 1, Part 31 or 2 CFR, Part 200, are subject to repayment by CONTRACTOR to SAFE. Should CONTRACTOR fail to reimburse moneys due SAFE within 30 days of demand, or within such other period as may be agreed in writing between the Parties hereto, SAFE is authorized to intercept and withhold future payments due CONTRACTOR from SAFE or any third-party source, including, but not limited to, the State Treasurer, the State Controller, and the California Transportation Commission. 3.17.6 Fines. Fines for starting late; leaving early; taking more breaks than authorized; or being ordered out of service by a CHP, SAFE Representative or Caltrans supervisor for Contract infractions shall be deducted from the CONTRACTOR’s monthly invoice at five (5) times the hourly rate, plus the loss of revenue for the down time. Fines may be further described in the attached Exhibit “A” or Exhibit “B”. 149 17336.0002A\9580036. 3 APPENDIX B - 10 3.17.7 Accounting System. CONTRACTOR and its subcontractors shall establish and maintain an accounting system and records that properly accumulate and segregate expenditures by line item for the Services. The accounting system of CONTRACTOR and its subcontractors shall conform to Generally Accepted Accounting Principles (GAAP), enable the determination of incurred costs at interim points of completion, and provide support for reimbursement payment vouchers or invoices. 3.17.8 Invoices. Invoices for CONTRACTOR’s Services shall be submitted monthly on forms approved by SAFE. Invoices will be routinely verified by CHP. To ensure prompt payment, most billing disputes may be resolved within ten (10) working days of written notice of dispute. However, at SAFE’s discretion, reconciliation of disputed fines that sum to less than 2% of the months’ Invoice may be corrected on the next month’s Invoice to ensure prompt payment of the major portion of the invoice. Each Invoice shall include a cover sheet bearing a certification as to the accuracy of the statement signed by the CONTRACTOR’s authorized officer. Invoices shall be mailed to SAFE’s Contract Administrator at the following address: Riverside County Service Authority for Freeway Emergencies FSP Program P.O. Box 12008 Riverside, CA 92502-2208 Attn: Brian Cunanan 3.17.8.1 Monthly Progress Reports. As part of its Invoice, CONTRACTOR shall submit a Monthly Progress Report, in a form determined by SAFE, which will cover the Invoice period and include spreadsheets showing hours expended for each day of the month per vehicle per beat, and the total for the term of the Contract to date. Submission of such Monthly Progress Report by CONTRACTOR shall be a condition precedent to receipt of payment from SAFE for each monthly Invoice submitted. 3.17.8.2 Payment Schedule. Invoice periods shall be based upon a calendar month, beginning with the first day of the month. SAFE shall reimburse CONTRACTOR for Services adequately provided under this Contract within thirty (30) days of receiving the current period invoice with no errors. If the Invoice is completed incorrectly by the CONTRACTOR it will delay payment. If SAFE fails to pay any amount owed to CONTRACTOR under this Contract within thirty (30) days after receipt of the invoice, CONTRACTOR may give SAFE a notice of failure to pay which shall set forth the invoice(s) and amount(s) which CONTRACTOR believes are thirty (30) days overdue. SAFE shall pay any undisputed invoice(s) and amount(s) within thirty (30) days of receipt of a notice of failure to pay. 3.17.9 Right to Audit. For the purpose of determining compliance with this Contract and other matters connected with the performance of CONTRACTOR’s contracts with third parties, CONTRACTOR and its subcontractors shall each maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of such contracts, including, but not limited to, the costs of 150 17336.0002A\9580036. 3 APPENDIX B - 11 administering those various contracts. All of the above referenced parties shall make such materials available at their respective offices at all reasonable times for three years from the date of final payment of Funds to CONTRACTOR. SAFE, the State of California acting through the Department of Transportation or its duly authorized representative, the California State Auditor, or the United States Department of Transportation shall each have access to any books, records, and documents that are pertinent for audits, examinations, excerpts, and transactions, and CONTRACTOR shall furnish copies thereof if requested. 3.17.10 Taxes. CONTRACTOR shall pay any sales, use, or other taxes, if any, attributable to the provision of the Services. 3.17.11 Travel and Subsistence. Payments to CONTRACTOR for travel and subsistence expenses claimed for reimbursement or applied as local match credit shall not exceed rates authorized to be paid exempt non-represented State employees under current State Department of Personnel Administration (DPA) rules. If the rates invoiced are in excess of those authorized DPA rates, then CONTRACTOR is responsible for the cost difference and any overpayments shall be reimbursed to SAFE on demand. 3.17.12 Employment Adverse to the SAFE. CONTRACTOR shall notify SAFE, and shall obtain SAFE’s written consent, prior to accepting work to assist with or participate in a third-party lawsuit or other legal or administrative proceeding against SAFE during the term of this Contract. 3.17.13 Extra Work. At any time during the term of this Contract, SAFE may request CONTRACTOR to perform Extra Work. “Extra Work” shall mean any work which is determined by SAFE to be necessary for proper completion of the Services, but which the Parties did not reasonably anticipate would be necessary at the time of the execution of this Contract and was not included in the Scope of Services. Extra Work, if any, shall be reimbursed at the same hourly rate as identified in Section 3.17.3. CONTRACTOR shall not perform, nor be compensated for Extra Work without obtaining authorization in the form of a written Extra Work Order issued by SAFE’s Representative. For instance, Construction FSP services as it relates to construction activity can be considered Extra Work. In the event an Extra Work Order is not issued and signed by SAFE’s Representative, CONTRACTOR shall not provide such Extra Work. However, no compensation or reimbursement for Extra Work shall be paid if it is not authorized by SAFE and if the cumulative total of such Extra Work under the Contract exceeds $25,000. All Extra Work in a cumulative total in excess of $25,000 must be approved in advance by amendment to this Contract. 3.17.13.1 Extra Work Cancellation Policy. If a tow operator is scheduled for Extra Work and they are notified of a cancellation with LESS than a 24 hour notice – then the tow operator will be reimbursed for three (3) hours of the agreed upon contract hourly rate. Note: The minimum of the three (3) hours should cover eight hours of the drivers’ hourly wage. Starting with “Less than a 24 hour cancellation notice” up to the time the tow operator is on the assigned Extra Work Beat, the “three contract hour cancellation rate” remains the same. Once the tow operator is on the Extra Work Beat, the cancellation policy changes. 151 17336.0002A\9580036. 3 APPENDIX B - 12 If a tow operator begins the Extra Work (the truck is on the Beat) and is then notified that Extra Work has been cancelled, the FSP operator will be paid for the entire shift period up to a maximum of eight (8) hours. A shift period for this policy is defined as: the time period of the actual Extra Work shift assigned or for a maximum of eight (8) contract hours, whichever is less. The supervising FSP CHP Officer for the Extra Work shift will make the final determination as to whether or not the tow operator will continue to work the Extra Work shift. Regardless, the tow operator will be reimbursed for the original shift period or a maximum or eight (8) hours, whichever is less. 3.17.14 Most Favored Customer. CONTRACTOR agrees that, throughout the term of this Contract, it shall not enter into any FSP services agreement with any government agency with whom it has either existing contractual relationship or has no contractual relationship that predates this Contract, pursuant to which CONTRACTOR agrees to charge FSP services fees less than those as indicated in this Contract for substantially the same level of FSP services contemplated by this Contract. Should SAFE establish that such lower fees have been agreed to by CONTRACTOR with another government agency, CONTRACTOR agrees to renegotiate the fees or to refund SAFE an amount equal to the difference between the fees indicated in this Contract and the fees charged to other government agency customer. 3.18 Delay in Performance. 3.18.1 Excusable Delays. Neither Party shall be considered in default in the performance of its obligations to the extent that the performance of any such obligation is prevented or delayed by an Excusable Delay. Should CONTRACTOR be delayed or prevented from the timely performance of any act or Services required by the terms of the Contract by an Excusable Delay, Contractor’s schedule for completion of tasks affected by such delay may be extended as set forth in Section 3.18.2. But in every case, CONTRACTOR’s failure to perform must be reasonably beyond the control, and without the fault or negligence of the CONTRACTOR. Excusable Delays are acts of God or of the public enemy, acts or omissions of SAFE or other governmental agencies in either their sovereign or contractual capacities, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes or unusually severe weather. 3.18.2 Written Notice. If CONTRACTOR believes it is entitled to an extension of time due to conditions set forth in subsection 3.18.1, CONTRACTOR shall provide written notice to the SAFE within seven (7) working days from the time CONTRACTOR knows, or reasonably should have known, that performance of the Services will be delayed due to such conditions. Failure of CONTRACTOR to provide such timely notice shall constitute a waiver by CONTRACTOR of any right to an excusable delay in time of performance. 3.18.3 Mutual Contract. Performance of any Services under this Contract may be delayed upon mutual agreement of the Parties. Upon such agreement, 152 17336.0002A\9580036. 3 APPENDIX B - 13 CONTRACTOR's Schedule of Services (as defined in their Proposal) shall be extended as necessary by SAFE. CONTRACTOR shall take all reasonable steps to minimize delay in completion, and additional costs, resulting from any such extension. 3.19 Status of CONTRACTOR/Subcontractors. 3.19.1 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 Contract. SAFE retains CONTRACTOR on an independent contractor basis and not as an employee, agent or representative of the SAFE. CONTRACTOR retains the right to perform similar or different services for others during the term of this Contract. Any additional personnel performing the Services under this Contract on behalf of CONTRACTOR 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 and as required by law. CONTRACTOR shall be responsible for all reports and obligations respecting such personnel, including but not limited to, social security taxes, income tax withholdings, unemployment insurance, disability insurance, and workers' compensation insurance. 3.19.2 Assignment or Transfer. CONTRACTOR shall not assign, hypothecate, or transfer, either directly or by operation of law, this Contract or any interest herein, without the prior written consent of SAFE. 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. Notwithstanding the foregoing, SAFE may transfer or assign any and all of its rights and obligations under this Contract, including, without limitation the rights to terminate this Contract, as assigned, pursuant to Section 3.15 hereof. 3.19.3 Subcontracting. CONTRACTOR shall not subcontract any portion of the work or Services required by this Contract, except as expressly stated herein, including the Scope of Services, without prior written approval of the SAFE. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Contract. SAFE shall have no liability to any subconsultant(s) for payment for services under this Contract or other work performed for CONTRACTOR, and any subcontract entered into by CONTRACTOR pursuant to the conduct of services under this Contract shall duly note that the responsibility for payment for the technical services or any other work performed shall be the sole responsibility of CONTRACTOR. 3.20 CONTRACTOR will maintain an inventory of all non-expendable equipment, defined as having a useful life of at least two years and an acquisition cost of $500 or more, paid for with funds provided pursuant to this Contract. 3.21 Ownership of Materials and Confidentiality. 153 17336.0002A\9580036. 3 APPENDIX B - 14 3.21.1 Documents & Data; Licensing of Intellectual Property. All plans, specifications, studies, drawings, estimates, materials, data, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, spreadsheets, or data magnetically or otherwise recorded on computer diskettes, prepared by or on behalf of CONTRACTOR under this Contract (“Documents and Data”), shall be made available to SAFE at all times during this Contract and shall become the property of SAFE upon the completion of the term of this Contract, except that CONTRACTOR shall have the right to retain copies of all such Documents and Data for its records. Should CONTRACTOR, either during or following termination of this Contract, desire to use any Documents and Data, it shall first obtain the written approval of SAFE. This Contract creates a no-cost, nonexclusive, and perpetual license for SAFE to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in the Documents and Data which are prepared or caused to be prepared by CONTRACTOR under this Contract (“Intellectual Property”). CONTRACTOR shall require all subcontractors to agree in writing that SAFE is granted a no-cost, nonexclusive, and perpetual license for any Intellectual Property the subcontractor prepares under this Contract. CONTRACTOR represents and warrants that CONTRACTOR has the legal right to license any and all Intellectual Property prepared or caused to be prepared by CONTRACTOR under this Contract. SAFE shall not be limited in any way in its use of the Intellectual Property at any time, provided that any such use not within the purposes intended by this Contract shall be at SAFE's sole risk. 3.21.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to CONTRACTOR in connection with the performance of this Contract shall be held confidential by CONTRACTOR to the extent permitted by law, including, without limitation, the California Public Records Act, Government Code section 6250 et seq. Such materials shall not, without the prior written consent of SAFE, be used by CONTRACTOR for any purposes other than the performance of the Services as provided herein. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services, except as provided herein. Nothing furnished to CONTRACTOR which is otherwise known to CONTRACTOR or is generally known, or becomes known, to the related industry shall be deemed confidential. CONTRACTOR shall not use SAFE's name or insignia, photographs, or any publicity pertaining to the Services in any magazine, trade paper, newspaper, television or radio production, or other similar medium without the prior written consent of SAFE. 3.22 Indemnification. CONTRACTOR shall indemnify and hold SAFE, COMMISSION, CHP, Caltrans and their directors, officials, officers, agents, contractors, consultants, employees, and volunteers free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or in equity, to property or persons, including wrongful death, in any manner arising out of, or incident to, any acts, omissions, or willful misconduct of the CONTRACTOR, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Services or this Contract, including without limitation, the payment of all consequential damages and other related costs and expenses. CONTRACTOR shall defend, 154 17336.0002A\9580036. 3 APPENDIX B - 15 at CONTRACTOR’s own cost, expense and risk, any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against SAFE, COMMISSION, CHP, Caltrans or their directors, officials, officers, agents, contractors, consultants, employees, and volunteers. CONTRACTOR shall pay and satisfy any judgment, award, or decree that may be rendered against SAFE, COMMISSION, CHP, Caltrans or their directors, officials, officers, agents, consultants, employees, and volunteers, in any such suit, action, or other legal proceeding. CONTRACTOR shall reimburse SAFE, COMMISSION, CHP, Caltrans and their directors, officials, officers, agents, consultants, employees, and 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 not be restricted to insurance proceeds, if any, received by the CONTRACTOR, SAFE, COMMISSION, CHP, Caltrans or their directors, officials, officers, agents, consultants, employees, and volunteers. 3.23 Insurance. 3.23.1 Time for Compliance. CONTRACTOR shall not commence work under this Agreement until it has provided evidence satisfactory to SAFE that it has secured all insurance required under this section, in a form and with insurance companies acceptable to SAFE. In addition, CONTRACTOR shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. 3.23.2 Minimum Requirements. CONTRACTOR shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the CONTRACTOR, its agents, representatives, employees or subcontractors. CONTRACTOR shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (B) Minimum Limits of Insurance. CONTRACTOR shall maintain limits no less than: (i) General Liability: Per occurrence: $2,000,000 Project Specific Aggregate: $4,000,000 Products/Completed Operations: $1,000,000 Personal Injury Limit: $1,000,000 155 17336.0002A\9580036. 3 APPENDIX B - 16 (ii) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (iii) 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. 3.23.3 On-Hook Insurance. CONTRACTOR shall maintain a policy of On-Hook Towing Insurance to include the care, custody or control exposure present while vehicles are being serviced roadside, on-hook, or in a storage yard for not less than one hundred thousand dollars ($100,000). 3.23.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or CONTRACTOR shall provide endorsements on forms approved by SAFE to add the following provisions to the insurance policies: (A) General Liability. (i) Commercial General Liability Insurance must include coverage for (1) bodily Injury and property damage; (2) personal Injury/advertising Injury; (3) premises/operations liability; (4) products/completed operations liability; (5) aggregate limits that apply per Project; (6) explosion, collapse and underground (UCX) exclusion deleted; (7) contractual liability with respect to this Agreement; (8) broad form property damage; and (9) independent consultants coverage. (ii) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to this Agreement. (iii) The policy shall give SAFE, COMMISSION, CHP, Caltrans and their 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 SAFE, COMMISSION, CHP, or Caltrans insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) SAFE, COMMISSION, CHP, Caltrans and their directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the CONTRACTOR or for which the CONTRACTOR is responsible; and 156 17336.0002A\9580036. 3 APPENDIX B - 17 (2) the insurance coverage shall be primary insurance as respects SAFE, COMMISSION, CHP, Caltrans and their 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 SAFE, COMMISSION, CHP, Caltrans or their 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 SAFE, 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 SAFE, its directors, officials, officers, employees and agents as additional insureds under said policies. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. (iii) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of SAFE, COMMISSION, CHP, and Caltrans (if agreed to in a written contract or agreement) before SAFE, COMMISSION, CHP or Caltrans 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 SAFE at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the 157 17336.0002A\9580036. 3 APPENDIX B - 18 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 SAFE 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 SAFE, 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, SAFE has the right but not the duty to obtain the insurance it deems necessary and any premium paid by SAFE will be promptly reimbursed by CONTRACTOR or SAFE will withhold amounts sufficient to pay premium from CONTRACTOR payments. In the alternative, SAFE may cancel this Agreement. SAFE may require the CONTRACTOR to provide complete copies of all insurance policies in effect for the duration of the Project. (viii) Neither SAFE, COMMISSION, CHP, Caltrans nor any of their directors, officials, officers, employees or agents shall be personally responsible for any liability arising under or by virtue of this Agreement. Each insurance policy required by this Agreement shall be endorsed to state that: 3.23.5 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by SAFE. If SAFE does not approve the deductibles or self-insured retentions as presented, CONTRACTOR shall guarantee that, at the option of SAFE, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects SAFE, 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. 3.23.6 Acceptability of Insurers. Insurance is to be placed with insurers 158 17336.0002A\9580036. 3 APPENDIX B - 19 with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to SAFE. 3.23.7 Verification of Coverage. CONTRACTOR shall furnish SAFE with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to SAFE. 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 SAFE before work commences. SAFE reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.23.8 Subcontractor Insurance Requirements. CONTRACTOR shall not allow any subcontractors to commence work on any subcontract until they have provided evidence satisfactory to SAFE 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 SAFE, COMMISSION, CHP and Caltrans as additional insureds using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by CONTRACTOR, SAFE may approve different scopes or minimum limits of insurance for particular subcontractors or subcontractors. 3.23.9 Review of Coverage. SAFE retains the right at any time to review the coverage, form and amount of insurance required herein and may require CONTRACTOR to obtain additional insurance reasonably sufficient in coverage, form, amount to provide adequate protection against the kind and extent of risk which exists at the time of change in insurance required. 3.23.10 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. 3.24 Prohibited Interests. 3.24.1 Solicitation. 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 Contract. 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, percentage, brokerage fee, gift, or 159 17336.0002A\9580036. 3 APPENDIX B - 20 other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, SAFE shall have the right to rescind this Contract without liability. 3.24.2 Conflict of Interest. For the term of this Contract, no member, officer or employee of SAFE, during the term of his or her service with SAFE, shall have any direct interest in this Contract, or obtain any present or anticipated material benefit arising therefrom. 3.24.3 Conflict of Employment. Employment by the CONTRACTOR of personnel currently on the payroll of SAFE shall not be permitted in the performance of this Contract, even though such employment may occur outside of the employee's regular working hours or on weekends, holidays, or vacation time. Further, the employment by the CONTRACTOR of personnel who have been on SAFE payroll within one year prior to the date of execution of this Contract, where this employment is caused by, and or dependent upon, the CONTRACTOR securing this or related Contracts with SAFE, is prohibited. 3.25 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, ancestry, sex, age, disability (including HIV and AIDS), mental disability, medical condition (cancer), marital status, denial of family and medical care leave, or denial of pregnancy disability leave. 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. Employment and Housing Act (Gov. Code Section 12900 et seq.) and the applicable regulations promulgated thereunder (Cal. Admin. Code, Tit. 2, Section 7285.0 et seq.): The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Sec 12900, set forth in Chapter 5 of Division 4 of Title 2 of the California Administrative Code, Sec 12900, set forth in Chapter 5 of Division 4 of Title 2 of the California Administrative Code are incorporated into this Contract by reference and made a part hereof as if set forth in full. CONTRACTOR shall include the provisions of this Section in all of CONTRACTOR’s subcontracts with respect to work under this Agreement, unless exempted by the Regulations. CONTRACTOR shall also comply with all relevant provisions of SAFE's Minority Business Enterprise program, Affirmative Action Plan, or other related SAFE programs or guidelines currently in effect or hereinafter enacted. 3.26 Right to Employ Other CONTRACTORs. SAFE reserves the right to employ other CONTRACTORs in connection with the Services. 3.27 Governing Law. The validity of this Contract and of any of its terms or provisions, as well as the rights and duties of the parties hereunder, shall be governed by and construed with the laws of the State of California. 3.28 Venue. The Parties acknowledge and agree that this Contract was entered into and intended to be performed in Riverside County, California. The Parties agree that the venue for any action or claim brought by any Party will be the Central District of 160 17336.0002A\9580036. 3 APPENDIX B - 21 Riverside County. Each Party hereby waives any law or rule of court which would allow them to request or demand a change of venue. If any action or claim concerning this Contract is brought by any third party, the Parties agree to use their best efforts to obtain a change of venue to the Central District of Riverside County. 3.29 Time of Essence. Time is of the essence for each and every provision of this Contract. 3.30 Headings. Article and section headings, paragraph captions, or marginal headings contained in this Contract are for convenience only and shall have no effect in the construction or interpretation of any provision herein. 3.31 Notices. All notices hereunder and communications regarding interpretation of the terms of this Contract or changes thereto shall be given to the respective Parties at the following addresses, or at such other addresses as the respective Parties may provide in writing for this purpose: CONTRACTOR: Name Title Address City, State Zip Attn: ________________ SAFE: Riverside County Service Authority for Freeway Emergencies FSP Program P.O. Box 12008 Riverside, CA 92502-2208 Attn: Brian Cunanan 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. 3.33 Amendment or Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.34 Entire Contract. This Agreement contains the entire Agreement of the Parties relating to the subject matter hereof and supersedes all prior negotiations, contracts or understandings. 3.35 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. 3.36 No Waiver. Failure of CONTRACTOR to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a 161 17336.0002A\9580036. 3 APPENDIX B - 22 waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times. 3.37 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 SAFE as a penalty, $50.00 for each worker employed in the execution of this Agreement by him, or by any sub-consultant under him, for each calendar day during which such workman is required or permitted to work more than eight hours in any calendar day and forty hours in any one calendar week without such compensation for overtime violation of the provisions of the California Labor Code, unless CONTRACTOR or the Services are not subject to the Eight-Hour Law. 3.38 Subpoenas or Court Orders. Should CONTRACTOR receive a subpoena or court order related to this Agreement, the Services or the Project, CONTRACTOR shall immediately provide written notice of the subpoena or court order to the SAFE. CONTRACTOR shall not respond to any such subpoena or court order until notice to the SAFE is provided as required herein, and shall cooperate with the SAFE in responding to the subpoena or court order. 3.39 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification and confidentiality obligations, and the obligations related to receipt of subpoenas or court orders, shall survive any such expiration or termination. 3.40 Counterparts. This Agreement may be signed in one or more counterparts, any one of which shall be effective as an original document. 3.41 Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 3.42 Conflicting Provisions. In the event that provisions of any attached exhibits conflict in any way with the provisions set forth in this Agreement, the language, terms and conditions contained in this Agreement shall control the actions and obligations of the Parties and the interpretation of the Parties’ understanding concerning the performance of the Services. In the event the standards set forth in this Agreement conflict with the standards set forth in any exhibit hereto, the higher standard shall govern. 3.43 Attorneys' Fees and Costs. If any legal action is instituted to enforce or declare any Party's rights hereunder, each Party, including the prevailing Party, must bear its own costs and attorneys' fees. This paragraph shall not apply to those costs and attorneys' 162 17336.0002A\9580036. 3 APPENDIX B - 23 fees directly arising from any third party legal action against a Party hereto and payable under Section 3.21, Indemnification. 3.44 Consent. Whenever consent or approval of any Party is required under this Contract, that Party shall not unreasonably withhold nor delay such consent or approval. 3.45 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. [Signatures on following page] 163 17336.0002A\9580036. 3 APPENDIX B - 24 SIGNATURE PAGE TO AGREEMENT _____________ IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first herein written above. RIVERSIDE COUNTY TRANSPORTATION COMMISSION [LEGAL STATUS OF CONTRACTOR] ACTING AS THE RIVERSIDE COUNTY SERVICE AUTHORITY FOR FREEWAY EMERGENCIES By: ____________________________ By: _____________________________ Dana W. Reed, Chair _____________________________ Name _____________________________ Title APPROVED AS TO FORM: Attest: By: ____________________________ By: ____________________________ Best Best & Krieger LLP, Counsel to the Riverside County Its: Secretary Service Authority for Freeway Emergencies 164 17336.0002A\9580036. 3 APPENDIX B - 25 EXHIBIT “A” Scope of Services 165 17336.0002A\9580036. 3 APPENDIX B - 26 EXHIBIT “B” Compensation and Payment [INSERT FINAL PRICE PROPOSALS FROM CONTRACTOR’S PROPOSAL] 166