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06 June 25, 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: June 25, 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 To Be Appointed/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-00047 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, June 25, 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 – APRIL 23, 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. ON CALL PURCHASE AGREEMENT FOR FASTRAK® 6C TRANSPONDERS Overview This item is for the Committee to: 1) Award the following on call purchase agreements to provide FasTrak® 6C transponders for an initial three-year term, in an amount not to exceed an aggregate value of $7,266,000: a) Agreement No. 18-31-094-00 to Kapsch TrafficCom USA, Inc.; and b) Agreement No. 18-31-161-00 to Neology; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on behalf of the Commission; 3) Authorize the Executive Director, or designee, to execute purchase orders awarded to the contractors under the terms of the agreements; and 4) Forward to the Commission for final action. 8. REVISED 91 EXPRESS LANES TRANSPONDER AND CUSTOMER ACCOUNT PLAN FEE POLICIES Overview This item is for the Committee to: 1) Adopt Resolution No. 18-012 “Resolution of the Riverside County Transportation Commission Regarding the Revised 91 Express Lanes Transponder and Customer Account Plan Fee Policies”; and 2) Forward to the Commission for final action. Western Riverside County Programs and Projects Committee April 23, 2018 Page 3 9. CHANGE ORDER TO AMEND THE INTERSTATE 15 EXPRESS LANES PROJECT TOLL SERVICES AGREEMENT WITH KAPSCH TRAFFICCOM USA FOR THE INTERSTATE 15/STATE ROUTE 91 EXPRESS LANES CONNECTOR PROJECT Overview This item is for the Committee to: 1) Approve Change Order No. 5 to Agreement No. 16-31-043-00 for the Interstate 15 Express Lanes Project (I-15 ELP) with Kapsch TrafficCom USA Inc. (Kapsch) to design, install, and maintain a replacement (and upgrade) of the 91 Express Lanes roadside toll system to support the Interstate 15/State Route 91 Express Lanes Connector (15/91 ELC) project in the amount of $4,478,461, plus a contingency amount of $500,000 for a total amount not to exceed $4,978,461; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the change order 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. 10. CONSTRUCTION AGREEMENT WITH RIVERSIDE CONSTRUCTION COMPANY, INC. FOR THE NORTHMOOR DRIVE SOUNDWALL Overview 1) Award Agreement No. 18-31-141-00 to Riverside Construction Company, Inc. (Riverside Construction), as the lowest responsive, responsible bidder, for the construction of the Northmoor Drive Soundwall project (Project) in the amount of $1,705,000, plus a contingency amount of $170,500 for a total amount not to exceed $1,875,500; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director, or designee, to approve contingency work pursuant to the agreement terms up to the total amount; and 4) Forward to the Commission for final action. Western Riverside County Programs and Projects Committee April 23, 2018 Page 4 11. CEQA RE-VALIDATION AND ADDENDUM; AGREEMENT WITH JACOBS ENGINEERING GROUP, INC. FOR THE SWEENEY MITIGATION SITE OF THE MID COUNTY PARKWAY PROJECT Overview This item is for the Committee to: 1) Adopt Resolution No. 18-013, “Resolution of the Riverside County Transportation Commission Adopting an Addendum to the Previously Certified Environmental Impact Report (SCH #2004111103) for the Mid County Parkway and Approving the Proposed Changes to the Mid County Parkway Associated with the Addition of the Sweeney Mitigation Site and Approving a Contract for Associated Plans”; 2) Award sole source Agreement No. 18-31-147-00 with Jacobs Engineering Group, Inc. (Jacobs) for preparation of plans, specifications and estimates (PS&E) of construction documents and construction support services for the Sweeney mitigation site in the amount of $295,844, plus a contingency amount of $29,584, for a total amount not to exceed $325,428; 3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 4) Authorize the Executive Director or designee to approve the use of the contingency amount as may be required for these services; and 5) Forward to the Commission for final action. 12. AMENDMENT WITH T.Y. LIN INTERNATIONAL FOR THE MID COUNTY PARKWAY INTERSTATE 215/PLACENTIA AVENUE INTERCHANGE IMPROVEMENT PROJECT Overview This item is for the Committee to: 1) Approve Amendment No. 16-31-066-01, Amendment No. 1 to Agreement No. 16-31- 066-00, with T.Y. Lin International (T.Y. Lin) to perform additional biological surveys and design services related to the Interstate 215/Placentia Avenue interchange improvement (I-215/Placentia Avenue) project for an additional amount of $299,498, and a total amount not to exceed $4,053,498; 2) Approve Agreement No. 18-73-162-00 with the Riverside County Transportation Department (County) as a cooperative agreement to identify responsibilities for the final design, construction management services, and construction related to the Harvill Avenue and Placentia Street traffic signal and the County’s cost share estimated at $210,000; 3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on behalf of the Commission; and 4) Forward to the Commission for final action. Western Riverside County Programs and Projects Committee April 23, 2018 Page 5 13. FUNDING AGREEMENT WITH THE CALIFORNIA HIGHWAY PATROL FOR FREEWAY SERVICE PATROL SUPERVISION Overview This item is for the Committee to: 1) Award Agreement No. 18-45-163-00 with the California Highway Patrol (CHP) – Border Division (Border) to provide supervision and operation of the Freeway Service Patrol (FSP) program in southern Riverside County in an amount not to exceed $1,320,000; 2) Authorize the Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Forward to the Commission for final action. 14. COMMISSIONERS / STAFF REPORT Overview This item provides the opportunity for the Commissioners and staff to report on attended and upcoming meeting/conferences and issues related to Commission activities. 15. ADJOURNMENT The next Western Riverside County Programs and Projects Committee meeting is scheduled to be held at 1:30 p.m., Monday, July 23, 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, April 23, 2018 MINUTES 1. CALL TO ORDER/ ROLL CALL The meeting of the Western Riverside County Programs and Projects Committee was called to order by Vice Chair Brian Berkson at 1:32 p.m., in the Board Room at the County of Riverside Administrative Center, 4080 Lemon Street, First Floor, Riverside, California, 92501. 2. ROLL CALL 3. PLEDGE OF ALLEGIANCE At this time, Commissioner Deborah Franklin led the Western Riverside County Programs and Projects Committee in a flag salute. Members/Alternates Present Members Absent Marion Ashley Andrew Kotyuk Victoria Baca Adam Rush Ben Benoit Brian Berkson Deborah Franklin Berwin Hanna Kevin Jeffries Karen Spiegel Michael Vargas* Neil Winter *arrived after meeting was called to order 4. PUBLIC COMMENTS There were no requests to speak from the public. 5. APPROVAL OF MINUTES – MARCH 26, 2018 M/S/C (Benoit/Franklin) to approve the minutes as submitted. RCTC WRC Programs and Projects Committee Minutes April 23, 2018 Page 2 6. ADDITIONS/REVISIONS There were no additions or revisions at this time. 7. CONGESTION MITIGATION AND AIR QUALITY FUNDING INCREASE FOR TEMECULA PARK & RIDE FACILITY Shirley Medina, Planning and Programming Director, presented the details of the CMAQ funding increase for the Temecula park & ride facility. M/S/C (Baca/Spiegel) 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 & ride facility at La Paz Street; and 2) Forward to the Commission for final action. At this time, Commissioner Michael Vargas arrived. 8. STATE ROUTE 91 CORRIDOR OPERATIONS PROJECT AND TRAFFIC AND REVENUE STUDY UPDATE AND REQUEST FOR VARIOUS AUTHORIZATIONS Michael Blomquist, Toll Program Director, presented an update on the State Route 91 Corridor operations project and traffic and revenue study and request for various authorizations. In response to Commissioner Neil Winter’s question regarding anticipated improvements, Michael Blomquist responded by explaining the various options and the improvements each would potentially provide. Commissioner Berwin Hanna expressed his concerns regarding the narrowing of the lanes. Michael Blomquist explained the shoulder and lane narrowing options provided for each of the options. Commissioner Karen Spiegel announced she supports whichever measure will fix the issues in Corona. She also discussed the ramp meter decision by Caltrans and the updates to the study. Commissioner Winter asked how the traffic will be impacted during the restriping project. Michael Blomquist responded that the consultant will probably do night work or do the work during the Express Lane Sunday closure. RCTC WRC Programs and Projects Committee Minutes April 23, 2018 Page 3 Commissioner Franklin requested there be ample signage present prior to and during the construction for the public. Vice Chair Berkson requested clarification on the outcome of turning off the ramp meter at the Green River Road on ramp. Michael Blomquist explained that the modified option 4 has the most potential to relieve the backlog of vehicles on Green River Road. The Vice Chair opened the floor to speakers from the audience: Ned Ibrahim, Corona resident, agreed with some of the options presented and would like the Green River Road meter reprogrammed. Wes Speake, Corona resident, requested a timeline and details from consultants on how they spend money. Karen Alexander, Corona resident, expressed her concerns regarding traffic accidents and the delayed response times of police and fire departments due to the excess traffic throughout the city. Joyce Malle, Corona resident, voiced her concerns regarding the unintended consequences of the SR-91 CIP. Amie Kinne, Corona resident, would like more data presented on the safety concerns. Jim Steiner, Corona resident, expressed his concerns regarding emergency responder response times. Stanley Hill, Corona resident, suggested opening the toll lanes to all traffic for specific times and in various pinch points. Dale Ploung, Corona resident, expressed his concerns regarding the increased congestion and the added traffic cutting through Corona city streets. Michele Wentworth, Corona resident, expressed her concerns regarding the Green River Road on ramp signal. John Donaldson, Corona resident, commented the freeway expansions cannot keep up with the growing housing market. Matt Woody, Corona resident, stated he holds the Executive Director solely responsible for the SR-91 CIP congestion. RCTC WRC Programs and Projects Committee Minutes April 23, 2018 Page 4 Joe Morgan, Corona resident, stated promises have not been kept throughout this project. Commissioner Spiegel requested the Commission expedite the corrective work for the SR-91 freeway for the citizens of Corona. Vice Chair Berkson added the comments have not gone unheard and the Commission is moving forward as fast as possible to reduce the time in traffic. M/S/C (Franklin/Baca) 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 RCTC WRC Programs and Projects Committee Minutes April 23, 2018 Page 5 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. RCTC WRC Programs and Projects Committee Minutes April 23, 2018 Page 6 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 David Thomas, Toll Project Manager, presented the scope of the 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. In response to Commissioner Spiegel’s questions regarding the diagram, David Thomas explained the circle in question is the existing loop connector from south I-15 to east SR-91. It represents that the connector needs to be pushed out and the lane extended. Commissioner Berkson asked about the issue with the express lanes and the general purpose lanes heading eastbound on the 91 approaching the 15. He asked how staff is going to address the bottleneck issue at the new flyover for the I-15 north. David Thomas addressed Commissioner Berkson’s concerns regarding the bottleneck issue at the current flyover by stating this issue will be improved by the addition of the new general purpose lane. M/S/C (Spiegel/Benoit) 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 John Tarascio, Bechtel Project Manager, presented the scope of the change order to amend the I-15 ELP design-build contract with Skanska-Ames, A Joint Venture, for the fiber optic communication network connection to the regional operations center. RCTC WRC Programs and Projects Committee Minutes April 23, 2018 Page 7 Michael Blomquist clarified for Commissioner Winter the funding for this change order is already accounted for in the overall budget of the project. M/S/C (Franklin/Hanna) 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. 11. Proposed Metrolink Budget for Fiscal Year 2018/19 Sheldon Peterson, Rail Manager, presented the details of the proposed Metrolink budget for FY 2018/19. Commissioner Franklin commented on Metrolink’s budget and that she hopes they are able to stay on budget and not take on anything that is unnecessary at this time. Commissioner Spiegel commented on Metrolink being part of the bigger picture of getting people off the freeways. Commissioner Berkson commented on the decrease in ridership. M/S/C (Benoit/Baca) 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 RCTC WRC Programs and Projects Committee Minutes April 23, 2018 Page 8 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 Brian Cunanan, Commuter and Motorist Assistance Manager, presented the scope of the agreements for FSP tow truck service. Brian Cunanan explained to the Commissioners why we received only one bid and the steps being taken to increase bidder interest. Commissioner Winter asked about SB 1 funding. Brian Cunanan M/S/C (Franklin/Baca) 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 13A. Commissioner Winter announced the Menifee Better Together volunteer event at the Sun City Civic Association will be taking place on Saturday, April 28 at 7:30 am. 13B. Anne Mayer announced RCTC WRC Programs and Projects Committee Minutes April 23, 2018 Page 9 14. ADJOURNMENT There being no further business for consideration by the Western Riverside County Programs and Projects Committee, the meeting was adjourned at 3:13 p.m. Respectfully submitted, Lisa Mobley Clerk of the Board AGENDA ITEM 7 Agenda Item 7 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: June 25, 2018 TO: Western Riverside County Programs and Projects Committee FROM: Reinland Jones, Toll Technology Manager THROUGH: Michael Blomquist, Toll Program Director SUBJECT: On Call Purchase Agreement for FasTrak® 6C Transponders STAFF RECOMMENDATION: This item is for the Committee to: 1)Award the following on call purchase agreements to provide FasTrak® 6C transponders for an initial three-year term, in an amount not to exceed an aggregate value of $7,266,000: a)Agreement No. 18-31-094-00 to Kapsch TrafficCom USA, Inc.; and b)Agreement No. 18-31-161-00 to Neology; 2)Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on behalf of the Commission; 3)Authorize the Executive Director, or designee, to execute purchase orders awarded to the contractors under the terms of the agreements; and 4)Forward to the Commission for final action. BACKGROUND INFORMATION: California’s toll transponder technology is prescribed by state regulation, referred to as Title 21, which is managed by Caltrans. In 2017, Caltrans, with the support of the California toll operators, amended the state regulation to change the transponder technology from the protocol, which has been in place since 1993, to a new technology referred to as 6C. This amendment was supported by Commission staff and all other operating California toll agencies. The state mandate is to begin transitioning to the 6C technology by January 1, 2019. The 6C technology is battery-free and allows California to use the same technology as other states in the western region of the United States. The Orange County Transportation Authority (OCTA) and Commission are planning the transition of the 91 Express Lanes to the 6C technology and will be required to provide 6C transponders to customers. At the March 14, 2018 meeting, the Commission authorized the use of the Specialized Equipment Law for the procurement of 6C transponders. Pursuant to the Specialized Equipment Law, the intent is for Commission to enter into contracts with a bench of qualified transponder providers selected using best value criteria. The Commission will use this bench of providers to 1 Agenda Item 7 procure transponders for the 91 Express Lanes and I-15 Express Lanes. The cost of transponders for the 91 Express Lanes is shared with OCTA. This procurement is the first issued by a California toll agency for 6C transponders. The procurement included five types of transponders and a handheld reader: interior sticker transponder, interior breakable sticker transponder, exterior sticker transponder, 2-switch position transponder, and 3-switch position transponder. In the months leading up to the release of the request for proposal (RFP), staff contacted all known possible proposers to ensure the market was aware of the forthcoming procurement. Procurement Process As authorized by the Commission, staff determined the weighted factor method of source selection to be the most appropriate for this procurement, as it allowed the Commission to identify the most advantageous proposal with price and other factors considered. Non-price factors included elements such as qualifications of firm, transponder attributes and quality, and the ability to respond to the Commission’s needs for FasTrak® 6C transponders and handheld readers as set forth under the terms of RFP No. 18-31-094-00. RFP No. 18-31-094-00 was released on April 5, 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 80 firms, 13 of which are located in Riverside County. Through the PlanetBids site, 10 firms downloaded the RFP; none of these firms are located in Riverside County. A pre-proposal conference was held on April 19 and attended by four firms. Staff responded to all questions submitted by potential proposers prior to the April 23 clarification deadline date. Two firms – Kapsch TrafficCom USA, Inc. (McLean, VA); and Neology, Inc. (Poway, CA) – submitted proposals prior to the 2:00 p.m. submittal deadline on May 10, 2018. Both firms submitted responsive and responsible proposals. Utilizing the evaluation criteria set forth in the RFP, the two proposals were evaluated and scored by an evaluation committee comprised of Commission and OCTA staff. Based on the evaluation committee’s assessment of the written proposals and submitted product samples, and pursuant to the terms of the RFP, the evaluation committee ranked the firms for each category of transponder, as follows: Transponder type – 1) Interior Mounted Sticker: Firm Overall Ranking Kapsch TrafficCom USA, Inc. 1 Neology, Inc. 2 2 Agenda Item 7 Transponder types – 1) Interior Mounted Breakable Sticker; 2) Exterior Mounted Sticker; 3) Interior Mounted 2-position Switchable; and 4) Interior Mounted 3-position Switchable: Firm Overall Ranking Neology, Inc. 1 Kapsch TrafficCom USA, Inc. 2 Handheld Readers Each of the proposers responded to the request for specifications and pricing for handheld readers. The handheld readers were not part of the evaluation and, after further consideration, it has been decided that a contract for the purchase of handheld readers will not be awarded under this procurement. The Commission’s on-call purchase agreements will be entered into with the contractors identified above subject to any changes approved by the Executive Director, pursuant to legal counsel review. As needed, purchase orders will be awarded to the highest ranked contractor in the category of transponder required, unless the highest ranked contractor is unable to meet the Commission’s contractual or technical requirements for a particular purchase order. In such case, the Commission will award the purchase order to the next highest ranked contractor for that category of transponder. Staff oversight of the contracts and issuance of purchase orders will maximize the effectiveness of the contractors and minimize costs to the Commission. This procurement included a three-year contract and two, two-year options. The projected 6C transponder needs for the 91 Express Lanes are fairly certain due to the historical transponder needs on the 91 Express Lanes. The transponder needs for the I-15 Express Lanes are less certain as the I-15 Express Lanes will not open until 2020. There is no historical demand on which to base projections. Staff estimates the purchase of 6C transponders in the amount of $7,266,000 for the initial three-year period; such amount excludes OCTA reimbursements. Due to the uncertainty of the transponder demand beyond the first three-year base contract period, staff will return to the Commission with recommendations for any option year extensions. 3 Agenda Item 7 Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2018/19 FY 2019/20+ Amount: $750,000* $6,516,000* (*Excludes OCTA reimbursements of 50% for 91 Express Lanes) Source of Funds: Toll revenue, OCTA reimbursements, and 2017A Sales Tax Bond Proceeds Budget Adjustment: No N/A GL/Project Accounting No.: 009199 90721 00000 0000 591 31 90101 001599 90721 00000 0000 515 31 90101 Fiscal Procedures Approved: Date: 06/14/2018 Attachment: Draft On-Call Purchase Agreement 4 Agreement No. _____________ 17336.00009\30604232.6 RIVERSIDE COUNTY TRANSPORTATION COMMISSION ON CALL PURCHASE AGREEMENT FOR 6C TRANSPONDERS WITH [____________________] This On Call Purchase Agreement for 6C Transponders (“Agreement”) is entered into this _____ day of __________, 2018, by and between the Riverside County Transportation Commission (“Commission”), and _____________________, a [__insert type of legal entity___] with its principal place of business at ______________________ (“Contractor”). Commission and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement. RECITALS. A. The Commission has entered into On Call Purchase Agreements for 6C Transponders with a bench of qualified contractors selected pursuant to a request for proposal process (“On Call Bench”). B. Contractor is one of the selected contractors, and may, during the term of this Agreement, receive one or more order requests from the Commission for Devices, as defined herein. C. Devices may be procured by the Commission for itself, and for the Orange County Transportation Authority (“OCTA”). Section 1. DEFINITIONS. A. “Delivery Date(s)” means that date or dates upon which the Transponders are to be delivered to Commission as set forth in each Purchase Order. B. “Devices” means the Transponders and Handheld Readers. C. “Handheld Readers” means portable handheld readers that can read the Transponders and transmit the data to a desktop or laptop computer, as further specified in Exhibit “A”. D. “On Call Bench” shall have the meaning as set forth in Recital A above. E. “Purchase Order” means an order request from the Commission in the form attached hereto as Exhibit “B”. To be valid, a Purchase Order must be signed by both Parties in accordance with the terms contained in this Agreement. F. “Transponders” means the 6C transponders, as specified in Scope of Services Section 2 of Exhibit “A,” 5 17336.00009\30604232.6 Section 2. AGREEMENT TERM. A. The term of this Agreement shall be three (3) years, commencing on the date first set forth above. The Commission shall have the option, in its sole discretion, to extend the term for two additional two-year extension terms. Any such extension shall be pursuant to a written amendment to this Agreement. B. Notwithstanding the foregoing, in the case a Purchase Order has been issued prior to the termination date, the term of this Agreement shall be automatically extended until delivery and acceptance of all Devices under such Purchase Order, and completion of payment therefor, or until termination of such Purchase Order in accordance with the provisions of Section 18.A below. Section 3. PURCHASE ORDERS. A. To initiate the Purchase Order process, the Commission will issue a Purchase Order to the Contractor setting forth the desired Devices, quantity for the order, delivery times and pricing. Delivery time and pricing shall be based on the prices and delivery schedule set forth in Exhibit “C”. B. Contractor must accept the terms of the Purchase Order and return the executed Purchase Order to the Commission within three (3) business days of the date of the Purchase Order. Notwithstanding any other provision of this Agreement, a Purchase Order not signed by Contractor and returned to the Commission in accordance with the foregoing shall be void. C. Any issuance of Purchase Orders to contractors on the On Call Bench shall be in accordance with the terms set forth in Exhibit “D”. D. Purchase by the Commission of any Devices under this Agreement must be authorized by a Purchase Order. All Purchase Orders shall be performed in accordance with and subject to the terms and conditions of this Agreement, the exhibits attached hereto, and all applicable local, state and federal laws, rules and regulations. No Devices shall be delivered, and no payment made by Commission therefor, unless authorized by a valid and fully executed Purchase Order. Section 4. INSPECTIONS AND TESTS. Commission shall have the right to inspect and/or test the Devices. If upon inspection or testing the Devices or any portion thereof are found to be nonconforming, unsatisfactory, defective, of inferior quality or workmanship, or fail to meet any requirements or specifications contained in Exhibit “A,” then without prejudice to any other rights or remedies, Commission may reject the Devices or exercise any of its rights under Section 5. The inspection, failure to make inspection, acceptance of goods, 6 17336.00009\30604232.6 or payment for goods shall not impair Commission’s right to reject nonconforming goods, irrespective of Commission’s failure to notify Contractor of a rejection of nonconforming goods or revocation of acceptance thereof or to specify with particularity any defect in nonconforming goods after rejection or acceptance thereof. Section 5. WARRANTY. A. General Warranty. Contractor warrants and represents that all of its Devices shall meet the requirements and specifications set forth in this Agreement. Contractor also warrants that the Devices are free and clear of all liens and encumbrances whatsoever, and that Contractor has a good and marketable title to same. B. Transponder Warranty. i. Contractor warrants and represents, as to each Purchase Order, that all of its Transponders provided under the Purchase Order shall be free from defects in functionality, usability, and appearance for a period of three (3) years from the date of receipt by the Commission of the Transponders under the relevant Purchase Order. ii. If the Transponders provided under this Agreement have a third party warranty that exceeds the warranty period set forth in Section 5.B above, Contractor shall track and assign such third party warranty to the Commission on or before expiration of the warranty period set forth above in Section 5.B. C. Transponder Warranty Procedures. i. Upon discovery of defective Transponders, the Commission or its designated representative shall ship the defective Transponders to Contractor. ii. Contractor shall ship conforming replacement Transponders to the address specified by the Commission in the documentation included with the defective Transponders. Contractor may use any shipping method provided the replacement Transponders arrive at the destination designated by the Commission within 120 days of receipt by Contractor of the defective Transponders. iii. Replacement Transponders shall be warrantied for the warranty period set forth in Section 5.B above. 7 17336.00009\30604232.6 iv. Contractor shall be responsible and liable for all costs of shipping the defective Transponders to and from Contractor during the warranty period. Contractor shall reimburse the Commission for its shipping costs immediately upon demand. iv. Failure by the Contractor to provide replacement Transponders within 120 days, as required in (ii) above, shall result in a deduction by Commission from any outstanding payments owed to Contractor, or immediate repayment by Contractor of the purchase price of the defective Transponders not timely replaced. D. Handheld Readers - Assignment of Third Party Warranties. Except as otherwise set forth herein, Contractor shall not be required to provide a warranty for the Handheld Readers. Contractor shall track and assign to the Commission all third party warranties with respect to the Handheld Readers provided under this Agreement. E. General Third Party Warranty Requirements. Contractor’s agreements with any third parties for Devices provided under this Agreement shall require that such parties consent to the assignment of all representations and warranties for such Devices to the Commission, and enforcement thereof by the Commission. Contractor shall provide all assigned third party warranties to the Commission within the time set forth in the schedule included with a Purchase Order, or as otherwise specified in this Agreement. F. Excessive Failures of Transponders. In the event of an excessive failure of Transponders delivered to the Commission under this Agreement, Contractor shall be liable for all costs incurred by the Commission, including, but not limited to: the public end user notification and replacement costs; and labor and material costs. Excessive failure is defined as a defect in function, labor or materials that is present in ten percent (10%) or more of any Transponder type provided under a Purchase Order. By way of example and not limitation, if 10% of the Transponders activated and assigned to customer accounts are deemed defective, then Contractor shall be responsible for the Commission’s costs such as notifying customers; establishing and operating locations where the customers could swap out their defective Transponders for a working Transponder or other means of replacement; and the Commission’s administrative costs. 8 17336.00009\30604232.6 G. Survival of Warranty Provisions. The warranty provisions contained in this Section 5 shall survive any termination or expiration of this Agreement, and shall remain in effect for the full warranty term. Section 6. INTELLECTUAL PROPERTY A. Intellectual Property Rights for Transponders. Contractor warrants that Contractor owns or has a valid license for all of the proprietary technology and intellectual property including, but not limited to, materials, data, computer programs or software and source code, enhancements, documents, and any and all works of authorship fixed in any tangible medium or expression, including but not limited to, physical drawings or other data magnetically or otherwise recorded on computer media (“Intellectual Property Rights”) incorporated within the Transponders. Contractor hereby grants to the Commission a fully paid-up, royalty-free, perpetual, irrevocable, non-exclusive license and/or sublicense to the Intellectual Property Rights contained in or used in connection with the Transponders to use, execute, maintain, display, perform, distribute, sell, create derivative works of, and to prepare derivative works based upon any Intellectual Property Rights provided by Contractor to the Commission under this Agreement. This license includes the right to make and have made copies of any and all software, firmware and documentation, and to use any and all such copies, reproductions, modifications, adaptations, improvements or derivative works to utilize and operate the Transponders. The license provided hereunder shall cover all aspects of software and firmware, except for source code to programs owned and/or developed by any of Contractor’s subcontractors, and programs of any third parties which the Contractor integrates, bundles or provides as part of the Transponders. The Contractor shall secure all required licenses from any third party providers of software and firmware pursuant to the terms set forth above in the name the Commission, and shall ensure that such licenses are transferable to and assignable by the Commission, without additional compensation. The Contractor shall furnish the Commission with original license agreements it obtains from such third party providers of software and firmware upon delivery of the initial order of Transponders, and any such additional license agreements entered into thereafter that in any way effect Transponder’s use of the Transponders. Contractor shall also provide to the Commission copies of the computer programs, disks and documentation for all software and firmware it obtains from third parties. B. Intellectual Property Rights for Handheld Readers. Contractor shall ensure that in providing the Handheld Readers, the Commission shall have all Intellectual Property Rights required for the full and unencumbered use of the Handheld Readers. 9 17336.00009\30604232.6 C. Remedies for Breach of Warranties or Intellectual Property Rights. In the event of a breach by Contractor of its obligations under Section 5 or this Section 6, Commission will not be limited to the remedies set forth in these sections, but will have all the rights and remedies permitted by applicable law, including without limitation, all of the rights and remedies afforded to Commission under the California Commercial Code. Contractor further agrees to indemnify, defend and hold the Commission and OCTA harmless against any and all third party claims resulting from the breach or inaccuracy of any of the warranties contained in Section 5 or this Section 6. Section 7. PRICES. Unless expressly provided otherwise, all prices and fees specified in Exhibit “C,” attached hereto and incorporated herein by reference, are firm and shall not be subject to change without the written approval of Commission, and shall apply to all Purchase Orders under this Agreement for the term, and any extensions thereof. No extra charges of any kind will be allowed unless specifically agreed to in writing by Commission’s authorized representative. Prices include (i) all federal, state and local use, excise, privilege, payroll, occupational and other taxes applicable to the Devices (excluding sales tax) furnished to Commission hereunder; (ii) all charges for packing, freight and transportation to destination, and (iii) full compliance with all requirements of this Agreement, including the attached Scope of Services and Technical Requirements. The total compensation shall be specified under each Purchase Order, and shall not be exceeded. Section 8. CHANGES. Commission, at any time, by a written order, may make changes in the requirements for the Devices set forth in Exhibit “A”, including but not limited to, Commission’s requirements and specifications. If such changes affect the cost of the Devices or time required for performance under a Purchase Order, an equitable adjustment will be made in the price or time for performance under a Purchase Order, or both. Any change in the price necessitated by such change will be agreed upon between Commission and Contractor and such change will be authorized by an amendment to this Agreement, or to the Purchase Order, as applicable. Section 9. PAYMENTS. A. Terms of payment for each Purchase Order, are net thirty (30) days, less any applicable credits, or after receipt of invoice. Contractor shall invoice in accordance to the delivery schedule but not more frequently than each billing period. Final payment shall be made by Commission after Contractor has satisfied all contractual requirements for a Purchase Order. Payment of invoices shall not constitute acceptance of Devices. 10 17336.00009\30604232.6 B. Payments otherwise due may be withheld by Commission on account of defective Transponders not timely replaced in accordance with the warranty provisions, liens or other claims filed, reasonable evidence indicating probable filing of liens or other claims, failure of Contractor to make payments properly to its subcontractors or for material or labor, the failure of Contractor to perform any of its other obligations under the Agreement, or to protect Commission against any liability arising out of Contractor’s failure to pay or discharge taxes or other obligations. If the causes for which payment is withheld are removed, the withheld payments will be made promptly. If the said causes are not removed within a reasonable period after written notice, Commission may remove them at Contractor’s expense. Section 10. SCHEDULE FOR DELIVERY. The time of Contractor’s performance is of the essence for this Agreement. The Devices will be delivered in accordance with the schedule set forth in each Purchase Order, and in accordance with the timeframes for delivery set forth in Exhibit “C”. Contractor must immediately notify Commission in writing any time delivery is behind schedule or may not be completed on schedule. The Commission’s initial order, if authorized pursuant to a Purchase Order, shall be delivered by October 1, 2018 (“Initial Order”). The Initial Order quantities and requirements are as set forth in Attachment 1 to Exhibit “C”. Contractor represents and warrants that it can meet the delivery time and schedule requirements for the Initial Order. Section 11. TAXES. A. Contractor agrees to timely pay all sales and use tax (including any value added or gross receipts tax imposed similar to a sales and use tax) imposed by any federal, state or local taxing authority on the ultimate purchase price of the Devices provided under this Agreement. Sales tax is not included in the price of the Devices as set forth in Exhibit “C”, and shall be determined at the time of issuance of a Purchase Order. B. Contractor will withhold, and require its subcontractors, where applicable, to withhold all required taxes and contributions of any federal, state or local taxing authority which is measured by wages, salaries or other remuneration of its employees or the employees of its subcontractors. Contractor will deposit, or cause to be deposited, in a timely manner with the appropriate taxing authorities all amounts required to be withheld. C. All other taxes, however denominated or measured, imposed upon the price of the Devices provided hereunder, will be the responsibility of Contractor. In addition, all taxes assessed by any taxing jurisdiction based on Contractor property used or consumed in the provision of the Devices such as and including ad valorem, use, personal property and 11 17336.00009\30604232.6 inventory taxes will be the responsibility of Contractor. D. Contractor will, upon written request, submit to Commission written evidence of any filings or payments of all taxes required to be paid by Contractor hereunder. Section 12. INDEPENDENT CONTRACTOR. Contractor enters into this Agreement and all Purchase Orders as an independent contractor and not as an employee of Commission. Contractor shall have no power or authority by this Agreement to bind Commission in any respect. Nothing in this Agreement or any Purchase Order shall be construed to be inconsistent with this relationship or status. All employees, agents, contractors or subcontractors hired or retained by the Contractor are employees, agents, contractors or subcontractors of the Contractor and not of Commission. Commission shall not be obligated in any way to pay any wage claims or other claims made against Contractor by any such employees, agents, contractors or subcontractors or any other person resulting from performance of this Agreement. Section 13. SUBCONTRACTS. Unless otherwise specified, Contractor must obtain Commission’s written permission before subcontracting any portion of this Agreement. Except for the insurance requirements in Section 16.A, all subcontracts must require that the subcontractor be bound by and subject to all of the terms and conditions of this Agreement, and the relevant Purchase Order. No subcontract or order will relieve Contractor from its obligations to Commission and OCTA, including, but not limited to Contractor’s insurance and indemnification obligations. No subcontract or order will bind Commission. Section 14. TITLE AND RISK OF LOSS. Unless otherwise agreed, Commission will have title to, and risk of loss of the Devices upon delivery. However, Contractor will be liable for any loss or damage to the Devices caused by Contractor or its subcontractors, their agents or employees, and Contractor will replace said Devices at its own cost to the complete satisfaction of Commission. Notwithstanding the foregoing, in the event that the Commission has paid Contractor for all or a portion of the Devices which remain in the possession of Contractor, then Commission shall have title to, and the right to take possession of, such Devices at any time following payment therefor. Risk of loss for any Devices which remain in the possession of Contractor shall remain with Contractor until such Devices have been delivered or Commission has taken possession thereof. Section 15. INDEMNIFICATION. A. Contractor shall defend, indemnify and hold the Commission, OCTA and their officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, 12 17336.00009\30604232.6 expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence or willful misconduct of Contractor, its officials, officers, employees, agents, subcontractors and subconsultants arising out of or in connection with the Transponders or the performance of this Agreement or any Purchase Order, including without limitation the payment of all consequential damages and attorneys’ fees and other related costs and expenses except such loss or damage which was caused by the sole negligence or willful misconduct of the Commission. B. Contractor’s defense obligation includes any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the Commission, OCTA and their officials, officers, employees, agents or volunteers shall be at Contractor’s own cost, expense and risk. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against Commission, OCTA or their officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse Commission, OCTA and their officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. C. Contractor’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Commission, OCTA or their officials, officers, employees, agents or volunteers. Section 16. INSURANCE. A. General. Contractor shall take out and maintain: 1. Commercial General Liability Insurance, of at least $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury and property damage, at least as broad as Insurance Services Office Commercial General Liability most recent Occurrence Form CG 00 01; 2. Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, of at least $1,000,000 per accident for bodily injury and property damage, at least as broad as most recent Insurance Services Office Form Number CA 00 01 covering automobile liability, Code 1 (any auto); 3. Workers’ Compensation in compliance with applicable statutory requirements and Employer's Liability Coverage of at least $1,000,000 per occurrence; and 13 17336.00009\30604232.6 4. If Contractor is also the manufacturer of the Transponders, or any portion thereof, Contractor shall carry Product Liability and/or Errors and Omissions Insurance which covers said equipment with limits of not less than $1,000,000. B. Additional Insured; Primary; Waiver of Subrogation; No Limitation on Coverage. The policies required under this Section shall give Commission, OCTA and their officials, officers, employees, agents or volunteers additional insured status. Such policies shall contain a provision stating that Contractor’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the Commission or any additional insureds shall not be called upon to contribute to any loss, and shall contain or be endorsed with a waiver of subrogation in favor of the Commission, OCTA and their officials, officers, employees, agents, and volunteers. The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. 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. Any available coverage shall be provided to the parties required to be named as additional insured pursuant to this Agreement. C. Insurance Carrier. All insurance required under this Section is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the Commission. D. Evidence of Insurance. Contractor shall furnish Commission with original certificates of insurance and endorsements effecting coverage required by the Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms supplied or approved by the Commission. All certificates and endorsements must be received and approved by the Commission before delivery commences. The Commission reserves the right to require complete, certified copies of all required insurance policies, at any time. E. Subcontractors. All subcontractors shall meet the requirements of this Section before commencing work. In addition, Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. F. Freight. Contractor shall ensure that third party shippers contracted by Contractor have adequate insurance coverage for the shipped Devices. 14 17336.00009\30604232.6 Section 17. LIENS. A. Contractor, subcontractors and suppliers will not make, file or maintain a mechanic’s or other lien or claim of any kind or character against the Devices, for or on account of any labor, materials, fixtures, tools, machinery, equipment, or any other things furnished, or any other work done or performance given under, arising out of, or in any manner connected with the Agreement (such liens or claims referred to as “Claims”); and Contractor, subcontractor and suppliers expressly waive and relinquish any and all rights which they now have, or may subsequently acquire, to file or maintain any Claim and Contractor, subcontractor and suppliers agree that this provision waiving the right of Claims will be an independent covenant. B. Contractor will save and hold Commission harmless from and against any and all Claims that may be filed by a subcontractor, supplier or any other person or entity and Contractor will, at its own expense, defend any and all actions based upon such Claims and will pay all charges of attorneys and all costs and other expenses arising from such Claims. Section 18. TERMINATION OF AGREEMENT OR PURCHASE ORDER BY COMMISSION. A. Should Contractor at any time refuse or fail to deliver the Devices with promptness and diligence, or to perform any of its other obligations under this Agreement or any Purchase Order, Commission may terminate Contractor’s right to proceed with the delivery of the Devices by written notice to Contractor. In such event Commission may obtain the Devices by whatever method it may deem expedient, including the hiring of another Contractor or other contractors. In such case Contractor will not be entitled to receive any further payments, other than for Devices delivered and accepted prior to termination.. If Commission’s cost of obtaining the Devices, including compensation for additional managerial and administrative services, will exceed the unpaid balance of the relevant Purchase Order, Contractor will be liable for and will pay the difference to Commission. B. Commission may, for its own convenience, terminate this Agreement at any time, provided that no Purchase Order is outstanding at the time of such termination. Such termination will be effective in the manner specified in such notice. C. Termination of this Agreement for convenience or cause shall be without prejudice to any claims which Commission may have against Contractor. 15 17336.00009\30604232.6 Section 19. NO EXPECTATION OF PURCHASE ORDER ISSUANCE By entering into this Agreement, the Contractor acknowledges that the issuance of Purchase Orders is at the Commission’s sole and absolute discretion. The Commission makes no representation or guarantee that it will issue any Purchase Orders under this Agreement, and the Contractor shall have no claim against the Commission for failure to make any orders hereunder. The Commission shall not be held responsible for any forecasts of anticipated purchases or requirements set forth in the procurement documents related to this Agreement, or otherwise. Section 20. MISCELLANEOUS PROVISIONS. A. Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address or at such other address as the respective parties may provide in writing for this purpose: COMMISSION: Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attn: Executive Director CONTRACTOR: [INSERT] 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. B. Assignment or Transfer. Contractor shall not assign or transfer any interest in this Agreement or any Purchase Order whether by assignment or novation, without the prior written consent of the Commission, which will not be unreasonably withheld. Provided, however, that claims for money due or to become due Contractor from the Commission under this Agreement may be assigned to a financial institution or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer, whether voluntary or involuntary, shall be furnished promptly to the Commission. C. Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 16 17336.00009\30604232.6 D. Amendment; Modification. No supplement, modification or amendment of this Agreement or any Purchase Order shall be binding unless executed in writing and signed by both Parties. E. Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise. F. Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. G. Interpretation. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. H. No Third-Party Beneficiaries. There are no intended third-party beneficiaries of any right or obligation assumed by the Parties. I. Authority to Enter Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement and bind each respective Party. J. 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. K. Counterparts; Facsimile Signatures. This Agreement may be signed in counterparts, each of which shall constitute an original. Facsimile signatures affixed to this Agreement or any Purchase Order, including signatures transmitted via electronic mail, shall be considered and shall have the same force and effect as original signatures. L. Commission’s Right to Employ Other Contractors. Commission reserves its right to employ other Contractors in connection with the purchase of Devices. M. Entire Agreement. This Agreement constitutes the entire agreement between the Parties relative to the matters specified herein. There are no understandings, agreements, conditions, representations, warranties or promises with respect to this Agreement, except those contained in or referred to in the writing. 17 17336.00009\30604232.6 N. Conflicting Provisions. In the event of any conflict between the terms of this Agreement and any exhibit or attachment hereto, the terms of this Agreement shall govern. In the event of any conflict between the terms of this Agreement and any Purchase Order issued pursuant to this Agreement, the terms of this Agreement shall govern. O. Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification and confidentiality obligations, shall survive any such expiration or termination. P. Cooperative Use. Contractor agrees that agencies within the California Toll Operators Committee (“CTOC”) may utilize this Agreement to obtain Devices on the same terms and conditions included in this Agreement, through a separate agreement with Contractor. CTOC agencies may provide a different logo to be printed on the Transponder and different materials to accompany the retail Transponders. The Commission shall not be responsible or liable for any agreement between any CTOC agency and Contractor. The Commission makes no representation or warranty regarding the legal authorization for any CTOC agency to rely on the Commission’s procurement of Contractor. [SIGNATURES ON FOLLOWING PAGE] 18 17336.00009\30604232.6 SIGNATURE PAGE TO ON CALL PURCHASE AGREEMENT FOR 6C TRANSPONDERS BETWEEN THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION AND [_________________] AGREEMENT NO. ___________ IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: ____________________________ Dana Reed, Chair [___INSERT____] By: ____________________________ Its: ____________________________ APPROVED AS TO FORM: By: _____________________ Best Best & Krieger LLP Counsel to the Riverside County Transportation Commission ATTEST: By: ____________________________ Its: _____________________________ A corporation requires the signatures of two corporate officers. One signature shall be that of the chairman of board, the president or any vice president and the second signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation. If the above persons are not the intended signators, evidence of signature authority shall be provided to RCTC. 19 17336.00009\30604232.6 EXHIBIT “A” SCOPE OF SERVICES AND SPECIFICATIONS APPENDIX A – SCOPE OF SERVICES FROM RFP AND APPENDIX J – CALIFORNIA 6C ELECTRONIC TOLL COLLECTION STANDARD FROM RFP TO BE INSERTED 20 17336.00009\30604232.6 EXHIBIT “B” FORM OF PURCHASE ORDER 21 17336.00009\30604232.6 Exhibit “C” FEE SCHEDULE AND DELIVERY TIMES TO BE INSERTED FROM CONSULTANT’S PROPOSAL 22 Agreement No. _____________ 17336.00009\30604232.6 EXHIBIT “D” USE OF ON CALL BENCH As part of the procurement for this Agreement, the Commission has ranked the contractors on the On Call Bench. The established ranking is on file at the Offices of the Commission, and available for review upon request. The Commission will award Purchase Orders to the top ranked contractor on the On Call Bench for each type of Device to be procured by the Commission. Should the top ranked contractor on the On Call Bench fail to perform (as determined by the Commission in accordance with the criteria set forth below), the Commission may award a Purchase Order to the next highest ranked contractor. FAILURE TO PERFORM Failure to perform by Contractor shall be established if the Contractor fails to do one or more of the following: 1. Acknowledge receipt of and accept a Purchase Order within 3 business days of Commission emailing the Purchase Order to the designated Contractor representative; 2. Meet the delivery schedule in a Purchase Order; 3. Provide transponders that do not pass testing performed by the Commission or its agent. Testing will include the accuracy of the tag programming and functionality as defined in the Scope of Services. Failure for the purposes of this criteria shall be more than one transponder fails out of 200 from a single shipment; 4. Obtain or maintain Omni Air Certification (or other approved by the Commission); 5. Provide Transponders in accordance with the procured physical attributes and approved artwork; 6. Provide warranty replacement within 120 days of receipt by the Contractor; 7. Remedy Excessive Failures as defined in Section 5 G; 8. Otherwise perform under its Agreement with the Commission, resulting in a termination pursuant to Section 18 A. 23 Reinland Jones, Toll Technology Manager On Call Purchase Agreement for FasTrak® 6C Transponders RFP Number 18-31-094-00 Western Riverside County Programs and Projects Committee June 25, 2018 State Legislature –Title 21 •Managed by Caltrans to ensure statewide interoperability •Current transponder technology was adopted in 1993 •Title 21 was amended in 2017 to adopt 6C technology –Lower cost per transponder unit –No battery extending the life of the transponder –More manufacturers of 6C transponders than Title 21 –Provides for consistency in the western region of the United States •January 1, 2019 to December 31, 2024 implementation. Transponder Procurement Use of Specialized Equipment Law •March 14, 2018 Commission approved the procurement of 6C transponders using the Specialized Equipment Law •Specialized Equipment Law allows for: –A bench of providers –Best value Pre-procurement Interaction •Met with all available venders to discuss RCTC transponder needs and stimulate interest in forthcoming RFP •Unique needs discussed: –Transponder types available –Graphic artwork –Switchable transponder design –California certification requirements –Volume constraints Procurement •RFP Issued on April 5, 2018 –Pre-proposal conference was held April 19, 2018 •4 firms participated –Addendum issued –2 Proposed: Kapsch and Neology –Best and Final Offer Issues and Received Transponders Types •Interior Sticker •Interior Breakable Sticker •Exterior Sticker •2-Position Switchable •3-Position Switchable Best Value Bench Transponder Type Kapsch TrafficCom Inc. Neology Inc. Interior Sticker 1 2 Interior Breakable Sticker 2 1 Exterior Sticker 2 1 2-Position Switchable 2 1 3-Position Switchable 2 1 6C sticker transponders Interior Sticker Interior Breakable Sticker Exterior Sticker Ranked 1st Ranked 2nd Switchable Transponders 3-position Transponder 2-position Transponder Ranked 1st Ranked 2nd On-Call Bench Value Term 91 Express Lanes 15 Express Lanes FY 19 Base $1,362,000 FY 20 Base $1,155,000 $2,408,000 FY 21 Base $1,155,000 $1,186,000 Sub-total $3,672,000 $3,594,000 FY 22 and 23 Option 1 None None FY 24 and 25 Option 2 None None Total $7,266,000 Staff Recommendation 1.Award the following on call purchase agreements to provide FasTrak® 6C Transponders for an initial three-year term, in an amount not to exceed an aggregate value of $7,266,000: a)Agreement No. 18-31-094-00 to Kapsch TrafficCom USA, Inc.; and b)Agreement No. 18-31-161-00 to Neology; 2.Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on behalf of the Commission; 3.Authorize the Executive Director, or designee, to execute purchase orders awarded to the contractors under the terms of the agreements; and 4.Forward to the Commission for final action. Transponder Procurement AGENDA ITEM 8 Agenda Item 8 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: June 25, 2018 TO: Western Riverside County Programs and Projects Committee FROM: Jennifer Crosson, Toll Operations Manager THROUGH: Michael Blomquist, Toll Program Director SUBJECT: Revised 91 Express Lanes Transponder and Customer Account Plan Fee Policies STAFF RECOMMENDATION: This item is for the Committee to: 1) Adopt Resolution No. 18-012 “Resolution of the Riverside County Transportation Commission Regarding the Revised 91 Express Lanes Transponder and Customer Account Plan Fee Policies”; and 2) Forward to the Commission for final action. BACKGROUND: On December 16, 2011, the Commission approved the Cooperative Agreement between Riverside County Transportation Commission and Orange County Transportation Authority (OCTA) for State Route 91 Express Lanes and Corridor Improvements. This agreement, referred to as the ORCA, established the overarching 91 Express Lanes relationship between the two agencies including that the Commission would adopt the then-current 91 Express Lanes transponder and customer account plan fee policies. Together OCTA and the Commission are proposing to revise several transponder and customer account policies. California’s toll transponder technology is prescribed by state regulation and managed by Caltrans. In 2017, Caltrans amended the state regulation to change the current Title 21 transponder technology, which has been in place since 1993, to a new technology referred to as 6C. This amended regulation was supported by Commission staff and all other operating California toll agencies. The state regulation requires agencies to begin transitioning to the 6C technology by January 1, 2019. The 6C transponders offer several benefits: • An open technology protocol, more readily available on the open market; • No batteries required, extending the life of a transponder from 5 years to up to 15 years; • Smaller more physically-appealing transponder—some in the form of a sticker; • Less expensive than existing transponders (less than $1 for sticker transponders and $11 for switchable transponders); and 24 Agenda Item 8 • The same transponder technology is currently in use or planned for use in many regions of the western United States. This change in transponder technology requires several actions by both the Commission and OCTA who jointly operate the 91 Express Lanes. Together the Commission and OCTA staff have been working to advance the transition to 6C transponder technology which includes procurement of 6C transponders, revisions to the 91 Express Lanes transponder and customer account policies, back office and lane system changes, customer education and outreach, and a transponder replacement program. DISCUSSION: There are several factors driving the timing and need to reevaluate the transponder and customer account plan fee policies: • California’s change to 6C transponder technology and the transition starting in 2019 • Desire to offer more competitive account policies relative to other toll operators • Desire to pass on reduced transponder cost savings to existing and future customers • Each vehicle will need a 6C transponder, thereby increasing the number of 6C transponders per account. In order to develop the proposed transponder and customer account plan fee policy revisions, staff conducted customer round tables, prepared a benchmarking analysis of other California toll agency policies, created policy alternatives, and performed financial analysis of the various policy alternatives. A description of the proposed transponder and account policy changes are provided below and summarized in Tables 1 and 2, respectively. Customer Research In May 2018, the Commission and OCTA held customer round table discussions with existing 91 Express Lanes customers. The purpose of the discussions was to obtain customer feedback on the proposed transponder and customer account changes and transition plan. The feedback was positive and provided valuable insight into customer preferences and possible concerns about both the transition process and account changes. In order to obtain information from a larger group of customers and further explore input received from the customer round table discussion, a survey was conducted. As the proposed policy changes impact the Standard and Express Club account holders, a separate survey was sent to further refine the proposed policies and transponder transition approach respective to each account plan. The survey responses uncovered two areas that required adjustment to the transition plan. The survey results can be found in Attachment 1 – Existing 91 Express Lanes Customer Survey Report. 25 Agenda Item 8 The Commission’s marketing consultant is working on customer communication materials and transponder packaging to be used during the transition. The marketing consultant will also engage customers to ensure the instructions are clear and user friendly. Transponder Account Policies Currently, the 91 Express Lanes leases transponders to customers requiring a customer to provide a $35 deposit secured by credit card or cash. If the customer damages or loses the transponder, he is charged $35 or forfeits his $35 deposit. This policy was established when the cost of transponders was $25 each and required replacement due to batteries. The lease deposit model is cumbersome and no longer necessary with the new 6C transponder technology. Staff proposes that existing customers be provided a 6C sticker transponder for each vehicle on the account, or a switchable transponder for each switchable transponder they currently have, at no cost during the transition period. After the transition period, staff recommends transponders be sold to customers for the cost of the transponder and associated packaging and mailing costs. Staff proposes that sticker transponders be sold for $5 each and switchable transponders be sold for $15 each. Business rules will be established to provide replacement transponders at no cost for defined circumstances to ensure good customer service and equity to the customer. Presentation of the proposed transponder policy fee changes to the customer round tables was well received. Customers liked the simplicity of the changes and felt the proposed prices were fair and reasonable. Interviews with other California toll agencies indicate they will adopt similar transponder account fee policies with the transition to 6C transponder technology. Customer Account Plans Today the 91 Express Lanes has four customer account plan types: Convenience, Express Club, Standard, and Special Access. As of May 2018, the breakdown of customer account plans by type is shown in Figure 1. 26 Agenda Item 8 Figure 1-Customer Account Plans by Type As mentioned above, the current account plans have a fee per transponder; the 6C conversion will require the issuance of a non-transferrable 6C sticker transponder to each vehicle on the customer account, increasing the number of transponders per account. The average number of transponders per account is 1.5 and the average number of vehicles is 3.2. The average account will require 1.7 additional transponders. To avoid penalizing customers because of this change in technology, staff recommends changing the account fees from a per transponder charge to a per account charge. Staff recommends modifying the Convenience and Standard account plans, eliminating the Express Club account plan, and not changing the Special Access account plan as described below. Convenience Account Plan The current Convenience account plan charges customers a $75 fee per transponder and has no recurring monthly fees. Staff proposes that new customers be charged a $100 fee per account to open a Convenience account with no recurring monthly fees, regardless of the number of transponders. Further, staff proposes to transition current customers in this account plan for no charge and to remove the requirement to pay $75 for additional transponders. The customer response to the proposed change was positive. The focus groups indicated that the current $75 per transponder charge caused customers to not acquire a transponder for all vehicles on their account. This caused them to either not use the 91 Express Lanes as often as they would have liked or to drive in the 91 Express Lanes without a transponder. Convenience 51,804, 37% Express 1,662, 1% Special Access 10,920, 8% Standard 74,980, 54% 27 Agenda Item 8 Standard Account Plan The current Standard account plan charges customers $7 per transponder per month with fees waived based on toll usage. Staff proposes to reduce the monthly fee to $2 per account, per month with a $1 discount per transaction after 30 transactions. The maximum monthly discount per account would be limited to $50 per month. The proposed changes merge the concept of the Express Club and Standard account plans, reduces the monthly customer fees, and offers incentives to frequent users. The customer response to the proposed changes was extremely positive with infrequent customers and mostly positive with more frequent Express Club account plan customers. Express Club Account Plan The current Express Club account plan charges customers $20 per month to receive a $1 per tolled transaction discount. Staff proposes to eliminate the Express Club Account. This account type has a small user base with less than 1,700 customers (Figure 1). Eliminating this account type reduces the number of accounts offered and streamlines the account establishment process. Express Club customers would be asked to select a new account type – either the Convenience account plan with the $100 one-time account fee waived or the Standard account plan that will closely mirror the Express Club frequency discount. Round table customers in this account plan indicated that they would like the 91 Express Lanes to provide them with a financial analysis and recommendation for which account type would benefit them financially. Staff proposes to provide Express Club account plan customers with a financial analysis based on the last six months of account data. The customer response to the proposed elimination of the Express Club account plan was mostly positive provided customers were not adversely impacted financially. Special Access Account Plan The Special Access account plan is available to drivers of three or more persons per vehicle, motorcycle owners, pure zero-emission vehicle owners, and disabled veteran or disabled person license plate holders. Customers in this account plan travel free in the 91 Express Lanes, with the exception of eastbound Monday through Friday between 4:00 and 6:00 p.m. when they receive a 50 percent discount off the posted toll. After a review of the account features, staff recommends no changes to the Special Access account plan at this time. Financial Impact Staff modeled the financial impact of the 6C transponder cost reductions and account policy fee changes through the year 2040 (22 years) to determine the impact to revenue and costs. The modeling included the following: 28 Agenda Item 8 - Revenue reduction due to lower account plan fees and the offering of a frequency discount to a wider base of 91 Express Lanes accountholders in the amount of $26.2 million; - Cost reduction due to lower 6C transponder costs in the amount of $9.4 million; - A decrease in the net revenue (account plan fee revenue decrease offset by transponder expense reduction) in the amount of $16.8 million; - Steady rate of account growth; and - Transponder pricing consistent with the amount provided in the Commission’s procurement. The modeled revenues and costs compared the projected account fee revenue and transponder costs for the current account policies and transponders to the proposed account policies and 6C transponders. Figure 2 summarizes the projected financial impact to the account fee revenue and transponder expenses through year 2040. Figure 2-Financial Analysis of Account and Transponder Changes Over a 22-year period (2019 to 2040), net revenue for the RCTC 91 Express Lanes is estimated to decrease by approximately $16.8 million or 27 percent of projected revenue. The annual average of the decrease is $763,000. Staff believes this net revenue reduction is acceptable for the following reasons: • The Commission’s financial obligations to lenders can continue to be met with this reduction in the net account fee revenue/transponder costs per year which is offset by other revenues which are higher than original projections; • The revised customer account policies are more economical for 91 Express Lanes account holders and competitive with other agencies; $- $500,000 $1,000,000 $1,500,000 $2,000,000 $2,500,000 $3,000,000 Account Fee Revenue Net of Transponder Expenses by Year Current Plan and Transponder Proposed Plan and 6C Transponder 29 Agenda Item 8 • Future customer account growth may result due to the competitive fee structure partially offsetting the revenue reduction per account; and • The change to the sale of transponders removes the financial uncertainty currently associated with the provision of transponders. Transponder Replacement Program Starting in late 2018, staff proposes to launch a campaign to offer the new account plans through a secure electronic interface. Existing customers will be encouraged to update their account information including vehicles, license plates and addresses to ensure they receive the proper number of new 6C transponders. Express Club account plan customers will be assisted in the selection of a new account plan. The campaign will also alert existing customers to the upcoming transponder replacement program. In early 2019, staff will start issuing 6C transponders to new customers and current customers requesting new or replacement transponders. This will allow for a soft-launch of the new 6C transponders. Soon after, the new sticker transponders will be issued to existing customers, one sticker transponder for each vehicle listed on the account as a replacement to the current standard Title 21 transponders. The transponder transition program will include a $5 credit incentive for customers who install the new 6C sticker transponder by July 31, 2019. Customers who do not respond will receive further messaging to complete the transition. Figure 3 presents a summary of the transponder replacement program. Figure 3-Transponder Transition Program Sequence •Encourage update of vehicles and license plates •Encourage update of contact information •Change account types for existing customers Account Update Campaign •Issue new 6C sticker and switchable transponders to new customers 6C Soft Roll Out •Issue 1 sticker for every vehicle on the account •Customers who wish to retain a movable transponder can keep the current movable transponder until a later date Launch 6C Sticker Transition •Customers who transition early receive a $5 credit $5 Incentive Program •Customers are charged for replacement transponders Transition Program Ends 30 Agenda Item 8 Proposed Transponder Account Fee Policy Changes Table 1-Current and Proposed Transponder Account Policies Original Policy Adopted from OCTA 12/16/2011 Interim Policy During 6C Transition Proposed Policy TRANSPONDER COSTS, DEPOSITS, AND FEES 6C Sticker transponder Not applicable (not currently offered) Free to existing customers - one transponder per vehicle on the account during transition period $5 per transponder at time of issuance Legacy Title 21 Standard and Switchable transponder Transponder deposit, $35 lost/damaged fee Not applicable (no longer offered) Not applicable (no longer offered) 6C Switchable transponder Not applicable (not currently offered) Free to existing customers - one transponder per switchable transponder on the account during the transition period $15 per transponder at time of issuance TRANSPONDER REPLACEMENT AND REFUNDS Sticker and Switchable Transponder Not applicable Free replacement or refund in accordance with agency business rules Free replacement or refund in accordance with agency business rules Proposed Customer Account Fee Policy Changes Table 2-Current and Proposed Customer Account Policies Current Policy Proposed Policy Convenience One-time $75 per transponder, no future fees $100 per account regardless of number of transponders, no future fees Express Club $20 per transponder per month, $1 transaction discount per 91 Express Lanes tolled transaction Not applicable (no longer offered) Standard $7 per transponder per month, offset by toll usage $2 per account per month; $1 per tolled 91 Express Lanes transaction discount after 30 transactions up to $50 per month Special Access No account fees No change to current policy The Commission and OCTA staff jointly developed the proposed transponder and customer account fee policy changes. While staff is seeking approval from their respective boards, both 31 Agenda Item 8 boards must approve the same policies in accordance with the ORCA and to the benefit of the shared 91 Express Lanes customer base. Staff Recommendation Staff recommends the Committee approve the proposed 91 Express Lanes transponder and customer account fee policy changes and forward to the Commission for final action. Financial Information In Fiscal Year Budget: N/A Year: FY 2018/19+ Amount: $763,000 average annual net revenue decrease Source of Funds: Non-toll revenues Budget Adjustment: N/A GL/Project Accounting No.: Various revenue and expense accounts Fiscal Procedures Approved: Date: 06/14/2018 Attachments: 1) Existing 91 Express Lanes Customer Survey Report 2) Resolution No. 18-012 “Riverside County Transportation Commission Regarding the Revised 91 Express Lanes Customer Account Fee Policies” 32 1 TOPLINE SURVEY RESULTS Surveys to Standard and Express Club Account holders were delivered separately on June 5 and results below were pulled the morning of June 13, 2018. Survey links were sent via email from the 91 Express Lanes Customer Service Center. They took about 6 minutes for the average participant to complete. 91 Express Lanes Survey - Standard Account The survey was sent to 1,200 Standard Account customers. There were 275 responses received with a 93% completion rate for a total of 257 complete responses. From the data set, this is a response rate of 23%. More than 50% of respondents used the 91 Express Lanes less than once per week, and they typically drive alone. Moveable Transponder • 90% of respondents stated that they would need a moveable transponder, and 52% of respondents said they would be willing to buy one. From those willing to buy one, 75% would pay $20. An additional 13% wouldn’t pay $20, but they would pay $15. $5 Incentive • 85% of respondents are somewhat or very likely to take advantage of a $5 incentive for replacing their transponders by June 30, 2019. For those not motivated by the incentive, 54% stated they did not plan on replacing their transponder. • For customers who don’t voluntarily replace their transponders, 92% thought one should be automatically sent. Plan Choice • 21% would switch to the Convenience Plan • 38% would switch to the new Standard Plan • 32% are not sure • 9% would close their account • 55% would like a recommendation on which plan is best for them. • 16% would like to be provided their past toll usage data to make the decision, with 55% of these wanting 12 months of their past usage available to them. Attachment 1 - Existing 91 Express Lanes Customer Survey Report 33 2 91 Express Lanes Survey - Express Club Account This survey was sent to 600 Express Club customers. There were 146 responses received with a 96% completion rate, for a total of 140 complete responses. From the data set, this is a response rate of 24%. Approximately 36% of respondents used the 91 Express Lanes 6-10 times per week, 24% drive 3-5 times per week, and they mostly drive alone. Moveable Transponder • 94% of respondents stated that they would need a moveable transponder, and 55% of respondents said they would be willing to buy one. From those willing to buy one, 74% would pay $20. An additional 11% wouldn’t pay $20, but they would pay $15. $5 Incentive • 81% of respondents are somewhat or very likely to take advantage of a $5 incentive for replacing their transponders by June 30, 2019. For those not motivated by the incentive, 50% stated that $5 was not enough to incentivize them. • For customers who don’t voluntarily replace their transponders, 88% thought one should automatically be sent after 30 days. Plan Choice • 37% would switch to the Convenience Plan • 25% would switch to the new Standard Plan • 32% are not sure • 6% would close their account • 56% would like a recommendation on which plan is best for them. • 22% would like to be provided their past toll usage data to make the decision, with 55% of these wanting 12 months of their past usage available to them. 34 56.81%146 23.35%60 13.23%34 5.06%13 1.56%4 Q1 How often do you drive on the 91 Express Lanes? Answered: 257 Skipped: 0 TOTAL 257 Less than once per week 1-2 times per week 3-5 times per week 6-10 times per week More than 10 times per week 0%10%20%30%40%50%60%70%80%90%100% ANSWER CHOICES RESPONSES Less than once per week 1-2 times per week 3-5 times per week 6-10 times per week More than 10 times per week 1 / 22 91 Express Lanes Survey - Standard Account 35 50.97%131 24.51%63 24.51%63 Q2 When driving on the 91 Express Lanes, do generally drive alone or carpool? Answered: 257 Skipped: 0 TOTAL 257 Mostly drive alone About half and half Mostly carpool 0%10%20%30%40%50%60%70%80%90%100% ANSWER CHOICES RESPONSES Mostly drive alone About half and half Mostly carpool 2 / 22 91 Express Lanes Survey - Standard Account 36 Q3 Please provide your 5-digit HOME zip code. Answered: 257 Skipped: 0 #RESPONSES DATE 1 92880 6/13/2018 3:28 AM 2 92407 6/13/2018 1:28 AM 3 92509 6/12/2018 11:35 PM 4 90808 6/12/2018 8:54 PM 5 92881 6/12/2018 8:52 PM 6 92806 6/12/2018 8:42 PM 7 92503 6/12/2018 8:07 PM 8 92234 6/12/2018 7:21 PM 9 90241 6/12/2018 7:02 PM 10 90803 6/12/2018 6:46 PM 11 92626 6/12/2018 5:49 PM 12 92880 6/12/2018 5:12 PM 13 92505 6/12/2018 3:11 PM 14 92708 6/12/2018 2:17 PM 15 86404 6/12/2018 2:16 PM 16 92595 6/12/2018 2:04 PM 17 92506 6/12/2018 1:41 PM 18 90720 6/12/2018 12:55 PM 19 92881 6/12/2018 12:43 PM 20 90630 6/12/2018 12:20 PM 21 92509 6/12/2018 12:13 PM 22 92860 6/12/2018 11:07 AM 23 92589 6/12/2018 10:35 AM 24 92870 6/12/2018 10:27 AM 25 92882 6/12/2018 10:09 AM 26 92883 6/12/2018 9:48 AM 27 92591 6/12/2018 9:39 AM 28 92865 6/12/2018 9:16 AM 29 92223 6/12/2018 9:01 AM 30 92504 6/12/2018 8:39 AM 31 92371 6/12/2018 8:36 AM 32 92882 6/12/2018 8:33 AM 33 92503 6/12/2018 8:26 AM 34 92584 6/12/2018 8:21 AM 35 91752 6/12/2018 8:15 AM 3 / 22 91 Express Lanes Survey - Standard Account 37 36 92843 6/12/2018 7:46 AM 37 92843 6/12/2018 7:41 AM 38 92882 6/12/2018 7:38 AM 39 92501 6/12/2018 7:31 AM 40 92649 6/12/2018 6:52 AM 41 92530 6/12/2018 1:37 AM 42 92506 6/12/2018 12:55 AM 43 92530 6/12/2018 12:54 AM 44 92882 6/11/2018 11:48 PM 45 92880 6/11/2018 11:26 PM 46 92883 6/11/2018 11:20 PM 47 90278 6/11/2018 11:17 PM 48 92879 6/11/2018 10:57 PM 49 92584 6/11/2018 10:56 PM 50 92879 6/11/2018 10:49 PM 51 92807 6/11/2018 10:48 PM 52 92553 6/11/2018 10:38 PM 53 92860 6/11/2018 10:24 PM 54 92503 6/11/2018 10:16 PM 55 92883 6/11/2018 10:09 PM 56 92879 6/11/2018 10:09 PM 57 91752 6/11/2018 10:09 PM 58 92562 6/11/2018 10:06 PM 59 90712 6/11/2018 10:04 PM 60 92563 6/11/2018 10:02 PM 61 92705 6/11/2018 10:00 PM 62 92880 6/11/2018 9:56 PM 63 92861 6/11/2018 9:54 PM 64 92503 6/11/2018 9:49 PM 65 92860 6/11/2018 9:30 PM 66 90804 6/11/2018 9:29 PM 67 92886 6/11/2018 9:26 PM 68 92880 6/11/2018 9:25 PM 69 92880 6/11/2018 9:18 PM 70 92373 6/11/2018 9:16 PM 71 92223 6/11/2018 9:14 PM 72 92506 6/11/2018 9:14 PM 73 92860 6/11/2018 9:12 PM 74 92505 6/11/2018 9:12 PM 75 92545 6/11/2018 9:10 PM 76 90808 6/11/2018 9:09 PM 4 / 22 91 Express Lanes Survey - Standard Account 38 77 92832 6/11/2018 9:03 PM 78 86442 6/11/2018 9:01 PM 79 92833 6/11/2018 8:58 PM 80 92530 6/11/2018 8:55 PM 81 92557 6/11/2018 8:45 PM 82 92555 6/11/2018 8:42 PM 83 92879 6/11/2018 8:19 PM 84 90277 6/11/2018 7:52 PM 85 92845 6/11/2018 7:42 PM 86 92649 6/11/2018 7:42 PM 87 92649 6/11/2018 7:39 PM 88 91709 6/11/2018 7:37 PM 89 92506 6/11/2018 7:31 PM 90 92503 6/11/2018 7:30 PM 91 92503 6/11/2018 7:28 PM 92 92866 6/11/2018 7:23 PM 93 92562 6/11/2018 7:17 PM 94 92708 6/11/2018 7:15 PM 95 92860 6/11/2018 7:02 PM 96 92506 6/11/2018 6:58 PM 97 92586 6/11/2018 6:56 PM 98 92660 6/11/2018 6:56 PM 99 92881 6/11/2018 6:54 PM 100 90802 6/11/2018 6:53 PM 101 92501 6/11/2018 6:50 PM 102 90630 6/11/2018 6:50 PM 103 92503 6/11/2018 6:49 PM 104 92886 6/11/2018 6:49 PM 105 92879 6/11/2018 6:47 PM 106 92507 6/11/2018 6:47 PM 107 90815 6/11/2018 6:44 PM 108 92562 6/11/2018 6:43 PM 109 92211 6/11/2018 6:40 PM 110 92506 6/11/2018 6:40 PM 111 92867 6/11/2018 6:38 PM 112 92660 6/11/2018 6:37 PM 113 92562 6/11/2018 6:36 PM 114 92881 6/11/2018 6:36 PM 115 92253 6/11/2018 6:36 PM 116 92507 6/11/2018 6:35 PM 117 92592 6/11/2018 6:35 PM 5 / 22 91 Express Lanes Survey - Standard Account 39 118 92587 6/11/2018 6:34 PM 119 92507 6/11/2018 2:51 PM 120 92860 6/11/2018 2:43 PM 121 92325 6/11/2018 10:45 AM 122 92553 6/11/2018 12:01 AM 123 92647 6/10/2018 9:14 PM 124 92504 6/10/2018 11:41 AM 125 92882 6/10/2018 10:34 AM 126 92883 6/9/2018 10:38 PM 127 90630 6/9/2018 10:30 PM 128 92882 6/9/2018 10:18 PM 129 92530 6/9/2018 10:08 PM 130 92881 6/9/2018 1:42 PM 131 92660 6/8/2018 5:09 PM 132 92882 6/8/2018 4:11 PM 133 92879 6/8/2018 2:56 PM 134 92056 6/8/2018 1:57 PM 135 92562 6/8/2018 11:44 AM 136 92881 6/8/2018 10:44 AM 137 92504 6/8/2018 9:33 AM 138 92506 6/8/2018 12:04 AM 139 92584 6/7/2018 7:08 PM 140 92392 6/7/2018 6:58 PM 141 92606 6/7/2018 6:52 PM 142 90631 6/7/2018 4:41 PM 143 92882 6/7/2018 1:04 PM 144 92879 6/7/2018 12:13 PM 145 92883 6/7/2018 11:44 AM 146 92880 6/7/2018 11:15 AM 147 92557 6/7/2018 10:57 AM 148 92532 6/7/2018 10:52 AM 149 92557 6/7/2018 10:11 AM 150 92861 6/7/2018 9:50 AM 151 92543 6/7/2018 9:47 AM 152 92649 6/7/2018 9:41 AM 153 92220 6/7/2018 9:30 AM 154 90603 6/7/2018 8:52 AM 155 91752 6/7/2018 8:44 AM 156 92587 6/7/2018 4:17 AM 157 92881 6/7/2018 2:09 AM 158 92660 6/7/2018 1:12 AM 6 / 22 91 Express Lanes Survey - Standard Account 40 159 92503 6/7/2018 12:33 AM 160 92882 6/7/2018 12:32 AM 161 92883 6/6/2018 11:39 PM 162 92562 6/6/2018 10:36 PM 163 92591 6/6/2018 10:34 PM 164 92844 6/6/2018 10:30 PM 165 92555 6/6/2018 10:30 PM 166 92506 6/6/2018 9:46 PM 167 92647 6/6/2018 9:33 PM 168 92882 6/6/2018 9:19 PM 169 92883 6/6/2018 9:17 PM 170 92860 6/6/2018 9:03 PM 171 92584 6/6/2018 8:37 PM 172 92503 6/6/2018 8:04 PM 173 92860 6/6/2018 7:24 PM 174 92563 6/6/2018 6:59 PM 175 92507 6/6/2018 6:55 PM 176 92883 6/6/2018 6:52 PM 177 92860 6/6/2018 6:44 PM 178 92806 6/6/2018 6:41 PM 179 92835 6/6/2018 6:27 PM 180 92373 6/6/2018 6:15 PM 181 91106 6/6/2018 6:13 PM 182 92882 6/6/2018 6:08 PM 183 92504 6/6/2018 6:04 PM 184 92879 6/6/2018 5:57 PM 185 92614 6/6/2018 5:32 PM 186 92691 6/6/2018 5:28 PM 187 92881 6/6/2018 5:19 PM 188 92802 6/6/2018 5:11 PM 189 92867 6/6/2018 5:02 PM 190 92663 6/6/2018 4:56 PM 191 90815 6/6/2018 4:52 PM 192 92882 6/6/2018 4:51 PM 193 92592 6/6/2018 4:49 PM 194 92505 6/6/2018 4:40 PM 195 92504 6/6/2018 4:31 PM 196 92808 6/6/2018 4:30 PM 197 92505 6/6/2018 4:29 PM 198 92506 6/6/2018 4:21 PM 199 92626 6/6/2018 4:17 PM 7 / 22 91 Express Lanes Survey - Standard Account 41 200 92660 6/6/2018 4:17 PM 201 92504 6/6/2018 4:17 PM 202 92260 6/6/2018 4:12 PM 203 92587 6/6/2018 4:07 PM 204 92867 6/6/2018 4:06 PM 205 92562 6/6/2018 4:02 PM 206 92861 6/6/2018 4:01 PM 207 92882 6/6/2018 3:55 PM 208 92503 6/6/2018 3:53 PM 209 92882 6/6/2018 3:51 PM 210 92503 6/6/2018 3:51 PM 211 92557 6/6/2018 3:46 PM 212 92532 6/6/2018 3:45 PM 213 92503 6/6/2018 3:45 PM 214 92354 6/6/2018 3:44 PM 215 92879 6/6/2018 3:41 PM 216 92647 6/6/2018 3:39 PM 217 92881 6/6/2018 3:38 PM 218 92506 6/6/2018 3:32 PM 219 92154 6/6/2018 3:26 PM 220 92506 6/6/2018 3:08 PM 221 92882 6/6/2018 3:04 PM 222 92882 6/6/2018 3:02 PM 223 92503 6/6/2018 2:59 PM 224 92308 6/6/2018 2:58 PM 225 92604 6/6/2018 2:57 PM 226 92860 6/6/2018 2:55 PM 227 92860 6/6/2018 2:54 PM 228 92882 6/6/2018 2:47 PM 229 92548 6/6/2018 2:45 PM 230 92882 6/6/2018 2:44 PM 231 92509 6/6/2018 2:44 PM 232 92880 6/6/2018 2:43 PM 233 92504 6/6/2018 2:37 PM 234 92646 6/6/2018 2:35 PM 235 92399 6/6/2018 2:32 PM 236 92883 6/6/2018 2:29 PM 237 92880 6/6/2018 2:29 PM 238 92880 6/6/2018 2:28 PM 239 92592 6/6/2018 2:24 PM 240 92223 6/6/2018 2:23 PM 8 / 22 91 Express Lanes Survey - Standard Account 42 241 91709 6/6/2018 2:18 PM 242 92571 6/6/2018 2:16 PM 243 92660 6/6/2018 2:15 PM 244 92508 6/6/2018 2:11 PM 245 92833 6/6/2018 2:08 PM 246 92879 6/6/2018 2:06 PM 247 92503 6/6/2018 2:06 PM 248 90623 6/6/2018 2:05 PM 249 92658 6/6/2018 2:03 PM 250 92883 6/6/2018 2:02 PM 251 92562 6/6/2018 2:00 PM 252 92879 6/6/2018 1:58 PM 253 92509 6/6/2018 1:58 PM 254 92882 6/6/2018 1:57 PM 255 92503 6/6/2018 1:57 PM 256 92883 6/6/2018 1:53 PM 257 92886 6/6/2018 1:50 PM 9 / 22 91 Express Lanes Survey - Standard Account 43 89.88%231 10.12%26 Q4 The 91 Express Lane will be updating all transponders. The new transponder is a windshield sticker that will break if you try to move it to another vehicle.Would you ever need a moveable transponder that can be used temporarily such as in a visitor's or rental vehicle? Answered: 257 Skipped: 0 TOTAL 257 Yes No 0%10%20%30%40%50%60%70%80%90%100% ANSWER CHOICES RESPONSES Yes No 10 / 22 91 Express Lanes Survey - Standard Account 44 51.95%120 48.05%111 Q5 Would you be willing to purchase a moveable transponder, which can also be used for carpool discounts on Express Lanes in Los Angeles and the 15 Express Lane in Riverside opening in 2020? Answered: 231 Skipped: 26 TOTAL 231 Yes No 0%10%20%30%40%50%60%70%80%90%100% ANSWER CHOICES RESPONSES Yes No 11 / 22 91 Express Lanes Survey - Standard Account 45 75.00%90 25.00%30 Q6 Would you be willing to pay $20 for this moveable transponder? Answered: 120 Skipped: 137 TOTAL 120 Yes No 0%10%20%30%40%50%60%70%80%90%100% ANSWER CHOICES RESPONSES Yes No 12 / 22 91 Express Lanes Survey - Standard Account 46 13.33%4 86.67%26 Q7 Would you be willing to pay $15 for this moveable transponder? Answered: 30 Skipped: 227 TOTAL 30 Yes No 0%10%20%30%40%50%60%70%80%90%100% ANSWER CHOICES RESPONSES Yes No 13 / 22 91 Express Lanes Survey - Standard Account 47 Q8 In early 2019, the 91 Express Lanes will offer new transponders that must be swapped out for existing transponders. Please rank how you'd like to be notified about the new transponders (1 being your first choice, 3 being your last choice). Answered: 257 Skipped: 0 70.43% 181 25.29% 65 4.28% 11 257 2.66 11.67% 30 31.91% 82 56.42% 145 257 1.55 17.90% 46 42.80% 110 39.30% 101 257 1.79 Email Phone Letter 0 1 2 3 4 5 6 7 8 9 10 1 2 3 TOTAL SCORE Email Phone Letter 14 / 22 91 Express Lanes Survey - Standard Account 48 54.47%140 30.35%78 8.17%21 7.00%18 Q9 We are considering offering a $5 toll credit for customers who replace their transponders by June 30, 2019. How likely would you be to take advantage of this incentive? Answered: 257 Skipped: 0 TOTAL 257 Very likely Somewhat likely Not very likely Not at all likely 0%10%20%30%40%50%60%70%80%90%100% ANSWER CHOICES RESPONSES Very likely Somewhat likely Not very likely Not at all likely 15 / 22 91 Express Lanes Survey - Standard Account 49 53.85%21 25.64%10 5.13%2 7.69%3 17.95%7 Q10 Why would you not be likely to replace your transponder by June 30, 2019 for a $5 toll credit? Check all that apply. Answered: 39 Skipped: 218 Total Respondents: 39 #OTHER (PLEASE SPECIFY)DATE 1 That credit would not cover a midday Friday drive.6/12/2018 12:46 PM 2 need a movable one 6/12/2018 9:41 AM 3 Transporters, esp. a sticker should be free. You get more than your money back from the toll prices. 6/12/2018 8:39 AM 4 I don’t like the sticker. I will rely on your system to scan my license plates moving forward.6/11/2018 9:29 PM 5 We are most likely going to be moving out of California hopefully 6/11/2018 6:46 PM 6 I paid I believe $40 for our current transponders. You should be swapping them for free.6/6/2018 10:39 PM 7 I have just replaced my transponders and don't like my life complicated by changes you make.6/6/2018 5:36 PM I don't plan to replace m... $5 is not enough to... I'm not motivated by... While a $5 toll credit... Other (please specify) 0%10%20%30%40%50%60%70%80%90%100% ANSWER CHOICES RESPONSES I don't plan to replace my transponder $5 is not enough to motivate me I'm not motivated by money While a $5 toll credit would not motivate me, a $10 toll credit would. Other (please specify) 16 / 22 91 Express Lanes Survey - Standard Account 50 Q11 If you received an email with one of the subject lines below, which would make you open the email? Please rank them in the order (1 most likely to open, 3 least likely to open). Answered: 257 Skipped: 0 26.85% 69 26.07% 67 47.08% 121 257 1.80 48.64% 125 37.74% 97 13.62% 35 257 2.35 24.51% 63 36.19% 93 39.30% 101 257 1.85 Your transponder ... Replace your old transpon... FREE - Replace your... 0 1 2 3 4 5 6 7 8 9 10 1 2 3 TOTAL SCORE Your transponder is being discontinued. Act now and earn a $5 toll credit. Replace your old transponder for FREE before June 30, 2019 and earn a $5 toll credit. FREE - Replace your out-of-date transponder now and earn a $5 toll credit. 17 / 22 91 Express Lanes Survey - Standard Account 51 Q12 If customers do not respond to the initial email, they will receive a follow up email. Which subject line would make you most likely to open this email? Please rank them in the order (1 most likely to open, 3 least likely to open). Answered: 257 Skipped: 0 18.68% 48 39.69% 102 41.63% 107 257 1.77 28.02% 72 32.30% 83 39.69% 102 257 1.88 53.31% 137 28.02% 72 18.68% 48 257 2.35 FREE replacement... You must get a new... FREE replacement... 0 1 2 3 4 5 6 7 8 9 10 1 2 3 TOTAL SCORE FREE replacement ending. Swap old transponder now. You must get a new transponder. FREE Period Ending. FREE replacement ending. Respond by September 30 to avoid service disruption. 18 / 22 91 Express Lanes Survey - Standard Account 52 91.83%236 8.17%21 Q13 For customers who do not voluntarily replace their transponders or respond to our office by the deadline, we are considering two options. Which do you think we should do? Answered: 257 Skipped: 0 TOTAL 257 Automatically send... Deactivate old transponders... 0%10%20%30%40%50%60%70%80%90%100% ANSWER CHOICES RESPONSES Automatically send replacement transponders for any current transponders and deactivate old ones 30 days later. Deactivate old transponders on the deadline and charge for any new or replacement transponders. 19 / 22 91 Express Lanes Survey - Standard Account 53 20.62%53 38.52%99 32.30%83 8.56%22 Q14 You currently have a Standard Account Plan. This plan may be modified in 2019. Your current plan includes: Monthly fee of $7 per transponder per month. Monthly fees are waived based on toll usage. Moving forward, there could be two NEW plan options from which to choose:Plan 1: One-time $100 account fee. No monthly fees, no discount on tolls. Plan 2: $2 monthly fee per account, and a $1 discount per toll after 30 tolls in a month. Discount capped at $50 per month.Which plan would you choose? Answered: 257 Skipped: 0 TOTAL 257 Plan 1 Plan 2 Not sure I would close my account 0%10%20%30%40%50%60%70%80%90%100% ANSWER CHOICES RESPONSES Plan 1 Plan 2 Not sure I would close my account 20 / 22 91 Express Lanes Survey - Standard Account 54 29.57%76 15.56%40 54.86%141 Q15 Would you like to be provided more information to make this choice? Answered: 257 Skipped: 0 TOTAL 257 No, I know which plan I... Yes, I would like you to... Yes, I would like you to... 0%10%20%30%40%50%60%70%80%90%100% ANSWER CHOICES RESPONSES No, I know which plan I would choose. Yes, I would like you to provide my past toll usage data to inform my choice. Yes, I would like you to recommend which plan is best for me based on my past toll usage. 21 / 22 91 Express Lanes Survey - Standard Account 55 17.50%7 25.00%10 2.50%1 55.00%22 Q16 How many months of toll usage data would you like to make your account choice? Answered: 40 Skipped: 217 TOTAL 40 3 months 6 months 9 months 12 months 0%10%20%30%40%50%60%70%80%90%100% ANSWER CHOICES RESPONSES 3 months 6 months 9 months 12 months 22 / 22 91 Express Lanes Survey - Standard Account 56 12.14%17 6.43%9 23.57%33 36.43%51 21.43%30 Q1 How often do you drive on the 91 Express Lanes? Answered: 140 Skipped: 0 TOTAL 140 Less than once per week 1-2 times per week 3-5 times per week 6-10 times per week More than 10 times per week 0%10%20%30%40%50%60%70%80%90%100% ANSWER CHOICES RESPONSES Less than once per week 1-2 times per week 3-5 times per week 6-10 times per week More than 10 times per week 1 / 20 91 Express Lanes Survey - Express Club Account 57 71.43%100 11.43%16 17.14%24 Q2 When driving on the 91 Express Lanes, do generally drive alone or carpool? Answered: 140 Skipped: 0 TOTAL 140 Mostly drive alone About half and half Mostly carpool 0%10%20%30%40%50%60%70%80%90%100% ANSWER CHOICES RESPONSES Mostly drive alone About half and half Mostly carpool 2 / 20 91 Express Lanes Survey - Express Club Account 58 Q3 Please provide your 5-digit home zip code. Answered: 140 Skipped: 0 #RESPONSES DATE 1 92595 6/12/2018 10:09 PM 2 92879 6/12/2018 9:06 PM 3 92860 6/12/2018 8:54 PM 4 92880 6/12/2018 8:50 PM 5 92882 6/12/2018 6:19 PM 6 92532 6/12/2018 3:54 PM 7 92860 6/12/2018 3:38 PM 8 92882 6/12/2018 2:11 PM 9 92881 6/12/2018 1:54 PM 10 92881 6/12/2018 1:32 PM 11 92563 6/12/2018 1:15 PM 12 92860 6/12/2018 12:59 PM 13 92881 6/12/2018 12:28 PM 14 92530 6/12/2018 12:08 PM 15 92883 6/12/2018 10:48 AM 16 92860 6/12/2018 10:01 AM 17 92660 6/12/2018 9:58 AM 18 92562 6/12/2018 9:33 AM 19 92586 6/12/2018 9:20 AM 20 92879 6/12/2018 9:05 AM 21 92860 6/12/2018 7:09 AM 22 92506 6/12/2018 6:26 AM 23 92503 6/12/2018 2:42 AM 24 91708 6/12/2018 12:52 AM 25 92646 6/11/2018 11:40 PM 26 92882 6/11/2018 11:25 PM 27 92503 6/11/2018 10:49 PM 28 92881 6/11/2018 10:39 PM 29 91709 6/11/2018 10:32 PM 30 92882 6/11/2018 9:42 PM 31 92880 6/11/2018 9:34 PM 32 92552 6/11/2018 9:31 PM 33 92860 6/11/2018 9:31 PM 34 92881 6/11/2018 9:25 PM 35 92881 6/11/2018 9:23 PM 3 / 20 91 Express Lanes Survey - Express Club Account 59 36 92563 6/11/2018 9:00 PM 37 92882 6/11/2018 8:59 PM 38 92374 6/11/2018 8:56 PM 39 92532 6/11/2018 8:52 PM 40 92532 6/11/2018 8:41 PM 41 92880 6/11/2018 8:40 PM 42 92532 6/11/2018 8:40 PM 43 92503 6/11/2018 8:39 PM 44 92562 6/11/2018 8:36 PM 45 92501 6/11/2018 8:34 PM 46 92585 6/11/2018 8:19 PM 47 92397 6/11/2018 7:55 PM 48 92506 6/11/2018 7:50 PM 49 90680 6/11/2018 7:36 PM 50 92882 6/11/2018 7:22 PM 51 92806 6/11/2018 7:21 PM 52 92646 6/11/2018 7:21 PM 53 92882 6/11/2018 7:17 PM 54 91709 6/11/2018 7:07 PM 55 92504 6/11/2018 7:02 PM 56 92646 6/11/2018 7:00 PM 57 92880 6/11/2018 6:58 PM 58 92506 6/11/2018 6:57 PM 59 92587 6/11/2018 6:56 PM 60 92562 6/11/2018 6:52 PM 61 92530 6/11/2018 6:49 PM 62 92879 6/11/2018 6:43 PM 63 92504 6/11/2018 6:40 PM 64 92801 6/11/2018 6:37 PM 65 92882 6/11/2018 6:35 PM 66 92883 6/11/2018 6:34 PM 67 92503 6/11/2018 6:34 PM 68 92883 6/11/2018 6:34 PM 69 92586 6/11/2018 6:33 PM 70 92570 6/11/2018 2:13 PM 71 92882 6/11/2018 7:56 AM 72 92861 6/10/2018 12:02 AM 73 92660 6/9/2018 12:05 PM 74 92801 6/9/2018 9:56 AM 75 92503 6/8/2018 2:12 PM 76 92530 6/8/2018 1:59 PM 4 / 20 91 Express Lanes Survey - Express Club Account 60 77 92879 6/8/2018 1:59 PM 78 92504 6/8/2018 12:11 PM 79 92880 6/8/2018 9:17 AM 80 92562 6/8/2018 1:36 AM 81 92870 6/7/2018 1:19 PM 82 92506 6/7/2018 1:14 PM 83 92867 6/7/2018 8:43 AM 84 92646 6/7/2018 12:11 AM 85 92860 6/6/2018 11:29 PM 86 92882 6/6/2018 11:29 PM 87 92562 6/6/2018 11:23 PM 88 92882 6/6/2018 11:10 PM 89 92882 6/6/2018 10:55 PM 90 92879 6/6/2018 10:46 PM 91 92503 6/6/2018 9:58 PM 92 92504 6/6/2018 9:58 PM 93 92627 6/6/2018 9:18 PM 94 92509 6/6/2018 9:05 PM 95 92880 6/6/2018 8:48 PM 96 92880 6/6/2018 8:43 PM 97 92883 6/6/2018 8:21 PM 98 92882 6/6/2018 8:20 PM 99 92860 6/6/2018 7:09 PM 100 94158 6/6/2018 6:22 PM 101 92505 6/6/2018 6:08 PM 102 91709 6/6/2018 6:03 PM 103 92562 6/6/2018 5:50 PM 104 92532 6/6/2018 4:53 PM 105 92503 6/6/2018 4:49 PM 106 90808 6/6/2018 4:36 PM 107 92883 6/6/2018 4:28 PM 108 92509 6/6/2018 4:21 PM 109 92506 6/6/2018 4:17 PM 110 92555 6/6/2018 4:12 PM 111 92584 6/6/2018 4:11 PM 112 92508 6/6/2018 3:48 PM 113 92880 6/6/2018 3:39 PM 114 92595 6/6/2018 3:20 PM 115 92882 6/6/2018 3:18 PM 116 92508 6/6/2018 3:05 PM 117 92346 6/6/2018 3:03 PM 5 / 20 91 Express Lanes Survey - Express Club Account 61 118 92595 6/6/2018 3:02 PM 119 92503 6/6/2018 2:58 PM 120 92882 6/6/2018 2:54 PM 121 92881 6/6/2018 2:54 PM 122 92882 6/6/2018 2:51 PM 123 92882 6/6/2018 2:48 PM 124 92504 6/6/2018 2:43 PM 125 92802 6/6/2018 2:41 PM 126 92585 6/6/2018 2:40 PM 127 92860 6/6/2018 2:38 PM 128 92879 6/6/2018 2:37 PM 129 91709 6/6/2018 2:36 PM 130 92557 6/6/2018 2:20 PM 131 92881 6/6/2018 2:18 PM 132 92595 6/6/2018 2:18 PM 133 92505 6/6/2018 2:13 PM 134 92881 6/6/2018 2:11 PM 135 92883 6/6/2018 2:11 PM 136 92860 6/6/2018 2:06 PM 137 92708 6/6/2018 2:02 PM 138 92882 6/6/2018 1:59 PM 139 92882 6/6/2018 1:59 PM 140 92570 6/6/2018 1:58 PM 6 / 20 91 Express Lanes Survey - Express Club Account 62 93.57%131 6.43%9 Q4 The 91 Express Lane will be updating all transponders. The new transponder is a windshield sticker that will break if you try to move it to another vehicle.Would you ever need a moveable transponder that can be used temporarily such as in a visitor's or rental vehicle? Answered: 140 Skipped: 0 TOTAL 140 Yes No 0%10%20%30%40%50%60%70%80%90%100% ANSWER CHOICES RESPONSES Yes No 7 / 20 91 Express Lanes Survey - Express Club Account 63 54.96%72 45.04%59 Q5 Would you be willing to purchase a moveable transponder, which can also be used for carpool discounts on Express Lanes in Los Angeles and the 15 Express Lane in Riverside opening in 2020? Answered: 131 Skipped: 9 TOTAL 131 Yes No 0%10%20%30%40%50%60%70%80%90%100% ANSWER CHOICES RESPONSES Yes No 8 / 20 91 Express Lanes Survey - Express Club Account 64 73.61%53 26.39%19 Q6 Would you be willing to pay $20 for this moveable transponder? Answered: 72 Skipped: 68 TOTAL 72 Yes No 0%10%20%30%40%50%60%70%80%90%100% ANSWER CHOICES RESPONSES Yes No 9 / 20 91 Express Lanes Survey - Express Club Account 65 10.53%2 89.47%17 Q7 Would you be willing to pay $15 for this moveable transponder? Answered: 19 Skipped: 121 TOTAL 19 Yes No 0%10%20%30%40%50%60%70%80%90%100% ANSWER CHOICES RESPONSES Yes No 10 / 20 91 Express Lanes Survey - Express Club Account 66 Q8 In early 2019, the 91 Express Lanes will offer new transponders that must be swapped out for existing transponders. Please rank how you'd like to be notified about the new transponders (1 being your first choice, 3 being your last choice). Answered: 140 Skipped: 0 67.86% 95 29.29% 41 2.86% 4 140 2.65 12.86% 18 27.86% 39 59.29% 83 140 1.54 19.29% 27 42.86% 60 37.86% 53 140 1.81 Email Phone Letter 0 1 2 3 4 5 6 7 8 9 10 1 2 3 TOTAL SCORE Email Phone Letter 11 / 20 91 Express Lanes Survey - Express Club Account 67 57.14%80 24.29%34 12.14%17 6.43%9 Q9 We are considering offering a $5 toll credit for customers who replace their transponders by June 30, 2019. How likely would you be to take advantage of this incentive? Answered: 140 Skipped: 0 TOTAL 140 Very likely Somewhat likely Not very likely Not at all likely 0%10%20%30%40%50%60%70%80%90%100% ANSWER CHOICES RESPONSES Very likely Somewhat likely Not very likely Not at all likely 12 / 20 91 Express Lanes Survey - Express Club Account 68 30.77%8 50.00%13 19.23%5 3.85%1 38.46%10 Q10 Why would you not be likely to replace your transponder by June 30, 2019 for a $5 toll credit? Check all that apply. Answered: 26 Skipped: 114 Total Respondents: 26 #OTHER (PLEASE SPECIFY)DATE 1 We pay $400 a month on Fastrak and a $5 toll credit is all that you would offer to replace a transponder? I feel like we're being robbed. 6/12/2018 12:11 PM 2 Why is a transponder necessary when there are cameras that can read our license plates? Also, I have to be able to share my transponder with my spouse who may use it when I'm not using it or move my transponder to a rental car. One account per household is preferable than multiple accounts. 6/12/2018 9:25 AM 3 I rent cars often and would need a moveable transponder. Suspicious about the rush to replace!6/12/2018 9:10 AM 4 Don't like the concept of an irremovable device when I change out vehicles so frequently. I would think that as a long time consumer (since inception) that other considerations / options / alternatives can be provided. 6/11/2018 10:51 PM 5 This is ridicules, unless you are providing a transponder for all of my vehicles that are registered.6/11/2018 8:44 PM 6 For the rates charged to use system offering money for less than a normal one way trip is a slap in the face 6/11/2018 8:42 PM 7 I don't wan't a sticker on my car.6/11/2018 7:06 PM I don't plan to replace m... $5 is not enough to... I'm not motivated by... While a $5 toll credit... Other (please specify) 0%10%20%30%40%50%60%70%80%90%100% ANSWER CHOICES RESPONSES I don't plan to replace my transponder $5 is not enough to motivate me I'm not motivated by money While a $5 toll credit would not motivate me, a $10 toll credit would. Other (please specify) 13 / 20 91 Express Lanes Survey - Express Club Account 69 8 So now you want to continue to charge me a monthly transponder fee of $2 w/ no transponder? The $10 tolls aren't enough? Greedy much? I will cancel my account as soon as this happens. 6/11/2018 6:46 PM 9 On travel 6/8/2018 1:38 AM 10 i need a movable transponder 6/6/2018 2:02 PM 14 / 20 91 Express Lanes Survey - Express Club Account 70 Q11 If you received an email with one of the subject lines below, which would make you open the email? Please rank them in the order (1 most likely to open, 3 least likely to open). Answered: 140 Skipped: 0 29.29% 41 20.71% 29 50.00% 70 140 1.79 52.86% 74 34.29% 48 12.86% 18 140 2.40 17.86% 25 45.00% 63 37.14% 52 140 1.81 Your transponder ... Replace your old transpon... FREE - Replace your... 0 1 2 3 4 5 6 7 8 9 10 1 2 3 TOTAL SCORE Your transponder is being discontinued. Act now and earn a $5 toll credit. Replace your old transponder for FREE before June 30, 2019 and earn a $5 toll credit. FREE - Replace your out-of-date transponder now and earn a $5 toll credit. 15 / 20 91 Express Lanes Survey - Express Club Account 71 Q12 If customers do not respond to the initial email, they will receive a follow up email. Which subject line would make you most likely to open this email? Please rank them in the order (1 most likely to open, 3 least likely to open). Answered: 140 Skipped: 0 13.57% 19 40.71% 57 45.71% 64 140 1.68 22.86% 32 34.29% 48 42.86% 60 140 1.80 63.57% 89 25.00% 35 11.43% 16 140 2.52 FREE replacement... You must get a new... FREE replacement... 0 1 2 3 4 5 6 7 8 9 10 1 2 3 TOTAL SCORE FREE replacement ending. Swap old transponder now. You must get a new transponder. FREE Period Ending. FREE replacement ending. Respond by September 30 to avoid service disruption. 16 / 20 91 Express Lanes Survey - Express Club Account 72 87.86%123 12.14%17 Q13 For customers who do not voluntarily replace their transponders or respond to our office by the deadline, we are considering two options. Which do you think we should do? Answered: 140 Skipped: 0 TOTAL 140 Automatically send... Deactivate old transponders... 0%10%20%30%40%50%60%70%80%90%100% ANSWER CHOICES RESPONSES Automatically send replacement transponders for any current transponders and deactivate old ones 30 days later. Deactivate old transponders on the deadline and charge for any new or replacement transponders. 17 / 20 91 Express Lanes Survey - Express Club Account 73 37.14%52 25.00%35 31.43%44 6.43%9 Q14 You currently have an Express Account Plan. This plan may be eliminated in 2019. Your current plan includes: $20 fee per month per transponder, and a $1 discount with each toll you pay on the 91 Express Lane. Moving forward, there could be two NEW plan options from which to choose:Plan 1: No monthly fees, no discounts on tolls. $100 account fee is waived for current customers. Plan 2: $2 monthly fee per account, and a $1 discount per toll after 30 tolls in a month. Discount capped at $50 per month.Which plan would you choose? Answered: 140 Skipped: 0 TOTAL 140 Plan 1 Plan 2 Not sure I would close my account 0%10%20%30%40%50%60%70%80%90%100% ANSWER CHOICES RESPONSES Plan 1 Plan 2 Not sure I would close my account 18 / 20 91 Express Lanes Survey - Express Club Account 74 22.14%31 22.14%31 55.71%78 Q15 Would you like to be provided more information to make this choice? Answered: 140 Skipped: 0 TOTAL 140 No, I know which plan I... Yes, I would like you to... Yes, I would like you to... 0%10%20%30%40%50%60%70%80%90%100% ANSWER CHOICES RESPONSES No, I know which plan I would choose. Yes, I would like you to provide my past toll usage data to inform my choice. Yes, I would like you to recommend which plan is best for me based on my past toll usage. 19 / 20 91 Express Lanes Survey - Express Club Account 75 29.03%9 16.13%5 0.00%0 54.84%17 Q16 How many months of toll usage data would you like to make your account choice? Answered: 31 Skipped: 109 TOTAL 31 3 months 6 months 9 months 12 months 0%10%20%30%40%50%60%70%80%90%100% ANSWER CHOICES RESPONSES 3 months 6 months 9 months 12 months 20 / 20 91 Express Lanes Survey - Express Club Account 76 RESOLUTION NO. 18-012 RESOLUTION OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION REGARDING THE REVISED 91 EXPRESS LANES TRANSPONDER AND CUSTOMER ACCOUNT PLAN FEE POLICIES WHEREAS, the Riverside County Transportation Commission (the “Commission”) adopted the current transponder and customer account plan fee policies for the 91 Express Lanes (“Account Fee Policies”), originally established by the Orange County Transportation Commission (“OCTA”), as part of adoption of the Cooperative Agreement for State Route 91 Express Lanes and Corridor Improvements between the Commission and OCTA (“ORCA”). WHEREAS, California’s toll transponder technology, prescribed by state regulation and managed by the California Department of Transportation (“Caltrans”), is currently undergoing changes, with a state mandate to transition to 6C technology by January 1, 2019. WHEREAS, the Commission and OCTA have been working together to reevaluate and amend the Account Fee Policies, in response to the change in transponder technology. WHEREAS, the intent is to revise two areas of Account Fee Policies as follows: transponders and account plans. WHEREAS, the Commission retains the authority to modify the Account Fee Policies as described herein, but must do so cooperatively with OCTA, per the terms of the ORCA. NOW, THEREFORE, be it resolved by the Riverside County Transportation Commission as follows. Section 1. The recitals set forth above are true and correct and are incorporated by reference as if fully set forth herein. Section 2. The Riverside County Transportation Commission hereby adopts the revised Account Fee Policies attached as Exhibit A to this Resolution. ATTACHMENT 2 77 RESOLUTION NO. _______ APPROVED AND ADOPTED this ___ day of ________, 2018. ____________________________ Dana W. Reed, Chair Riverside County Transportation Commission ATTEST: __________________ Lisa Mobley Clerk of the Board 78 Exhibit A Revised 91 Express Lanes Transponder and Customer Account Plan Fee Policies Adopted from OCTA 12/16/2011 Revised 07/xx/18 Transponder Fees 6C Sticker Transponders Not applicable $5 per transponder at time of issuance Legacy Title 21 Standard and Switchable Transponders $35 lost/damaged fee Not applicable 6C Switchable Transponders Not applicable $15 per transponder at time of issuance Account Plan Fees Convenience Plan One-time $75 per transponder $100 per account Express Club Plan $20 per transponder per month, $1 discount per 91 Express Lanes transaction Not applicable (no longer offered) Standard Plan $7 per transponder per month, offset by toll usage $2 per account per month, $1 per tolled 91 Express Lane transaction exceeding 30 transactions per month up to $50 per month Special Access Plan No fees No fees Other Fees Account Deactivate Fee $25 per occurrence $25 per occurrence Printed Statement Fee $2 per occurrence $2 per occurrence Non-Sufficient Check Fee $25 per occurrence $25 per occurrence 79 Jennifer Crosson, Toll Operations Manager 91 Express LanesRevised Transponder and Customer Account Fee Policies Western Riverside County Programs and Projects Committee June 25, 2018 Policy Adoption •Current customer account policies were adopted with the OCTA/RCTC cooperative agreement for the 91 Express Lanes December 16, 2011 –OCTA and RCTC must both adopt changes to account policies •Both OCTA and RCTC are seeking board action to adopt revised transponder and customer account fee policies Board and Commission Approvals •Seeking concurrent approval at July board meetings 6C Transponder Technology Transition Meeting OCTA RCTC Committee 6/27/18 6/25/18 Board 7/9/18 7/11/18 Factors Driving Account Changes •Desire to offer more competitive account policies relative to other toll operators •Each vehicle will need a 6C transponder, thereby increasing the number of 6C transponders per account. •Desire to pass on reduced transponder cost savings to existing and future customers 6C Transponder Technology Transition Evaluation Process •Internal workshops •Financial modeling •Interviews with other California toll agencies •Customer roundtables •Customer survey Items Considered •Impact to current customers •Competiveness of account offerings and account retention •Impact to net revenue •Ease of long-term account maintenance •Success of 6C transition Transponder Policy Changes 6C Transponder Technology Transition Current 91 Interim Policy During 6C Transition Proposed 91 Sticker Transponder Not Applicable Free to existing customers -one transponder per vehicle on the account during transition period $5 to new customers and after transition Standard Transponder Transponder Deposit, $35 Lost/Damaged Fee Not applicable (no longer offered)Not Applicable Switchable Transponder Transponder Deposit, $35 Lost/Damaged Fee Free to existing customers -one transponder per switchable transponder on the account during the transition period $15 to new customers and current customers wanting additional switchables Customers by Account Type 6C Transponder Technology Transition Convenience Plan, 51,804, 37% Express Plan, 1,662, 1% Special Access Account, 10,920, 8% Standard Plan, 74,980, 54% 91 Account Plans 6C Transponder Technology Transition 91 EL Current 91 EL Proposed Convenience One-time $75 per transponder, no future fees $100 per account regardless of number of transponders, no future fees Express Club $20 per transponder per month, $1 transaction discount per 91 Express Lanes tolled transaction Not applicable (no longer offered) Standard FasTrak®$7 per transponder per month, offset by toll usage $2 per account per month; $1 per tolled 91 Express Lanes transaction discount after 30 transactions up to $50 per month Special Access No account fees No change to current policy Financial Impact 6C Transponder Technology Transition $- $500,000 $1,000,000 $1,500,000 $2,000,000 $2,500,000 $3,000,000 Account Fee Revenue Net of Transponder Expenses by Year Current Plan and Transponder Proposed Plan and 6C Transponder Staff Recommendation •Adopt Resolution No. 18-012 “Resolution of the Riverside County Transportation Commission Regarding the Revised 91 Express Lanes Transponder and Customer Account Plan Fee Policies”; and •Forward to the Commission for final action. 6C Transponder Technology Transition AGENDA ITEM 9 Agenda Item 9 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: June 25, 2018 TO: Western Riverside County Programs and Projects Committee FROM: David Thomas, Toll Project Manager THROUGH: Michael Blomquist, Toll Program Director SUBJECT: Change Order to Amend the Interstate 15 Express Lanes Project Toll Services Agreement with Kapsch TrafficCom USA for the Interstate 15/State Route 91 Express Lanes Connector Project STAFF RECOMMENDATION: This item is for the Committee to: 1) Approve Change Order No. 5 to Agreement No. 16-31-043-00 for the Interstate 15 Express Lanes Project (I-15 ELP) with Kapsch TrafficCom USA Inc. (Kapsch) to design, install, and maintain a replacement (and upgrade) of the 91 Express Lanes roadside toll system to support the Interstate 15/State Route 91 Express Lanes Connector (15/91 ELC) project in the amount of $4,478,461, plus a contingency amount of $500,000 for a total amount not to exceed $4,978,461; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the change order 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. BACKGROUND INFORMATION: In April 2017 Governor Brown signed Senate Bill 132 (SB 132) which appropriated $427 million to the Riverside County Transportation Efficiency Corridor (RCTEC) 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). 80 Agenda Item 9 Figure 1: 15/91 Express Lanes Connector Project Vicinity Map SB 132 also statutorily created a task force to develop recommendations to accelerate project delivery of the RCTEC projects. On June 27, 2017, Governor Brown signed budget trailer bill Assembly Bill 115 (AB 115) through which the Commission received additional project delivery authority to ensure cost-effective and timely delivery of the 15/91 ELC. 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, as permitted by AB 115, to existing 91 Project and I-15 ELP contracts with engineering companies, contractors, toll vendors, legal, and financial advisors. DISCUSSION: The construction of the 15/91 ELC will provide for a seamless trip between the 91 Express Lanes and I-15 Express Lanes. A customer driving eastbound in the RCTC 91 Express Lanes will have the option of travelling north to the I-15 Express Lanes via the 15/91 ELC. A customer driving southbound on the I-15 Express Lanes will have the option of travelling west on the 91 Express Lanes via the 15/91 ELC. These movements will require the toll system to identify when and where the vehicle entered the system and share that information between the 91 Express Lanes toll system and the I-15 Express Lanes toll system in order to determine the toll for the inter- 81 Agenda Item 9 facility trip. Today, the 91 Express Lanes roadside toll system is operated and maintained by Cofiroute, USA. The I-15 Express Lanes roadside toll system will be designed, installed, operated, and maintained by Kapsch. While developing the tolling Concept of Operations for the 15/91 ELC, it became apparent that the inter-facility trip pricing was going to be challenging with two different toll systems. Staff and the I-15 Express Lanes project team evaluated several options for resolving these challenges and determined that the most efficient and effective short and long-term solution is to upgrade and transition the 91 Express Lanes roadside toll system from Cofiroute (the current system) to Kapsch (the new system compatible with the I-15 ELP). In addition, Orange County Transportation Authority (OCTA) selected Kapsch to replace the Orange County 91 Express Lanes roadside toll system that results in both agencies upgrading to the same roadside toll system. By transitioning the RCTC 91 Express Lanes roadside toll system to Kapsch, transaction processing and revenue collection for the 91 Express Lanes, 15/91 ELC and I-15 Express Lanes will be more effective and efficient. As the change to the 91 roadside toll system is required to integrate the 15/91 ELC into the inter- facility processing, the 91 Express Lanes roadside toll system upgrade and transition will be funded by the 15/91 ELC. This change order also includes twelve months of maintenance for the roadside toll system to be funded from 91 Express Lanes operations funds. Based on the overall procurement strategy approved for the 15/91 ELC, staff supports a change order to the I-15 ELP Toll Services agreement with Kapsch to design, install, and maintain replacement of the existing 91 Express Lanes roadside toll system to provide compatibility across the entire RCTC tolling environment. The Kapsch contract provided pre-negotiated costs for roadside toll system equipment allowing for a straightforward mechanism to determine the costs of the 91 Express Lanes roadside toll system equipment. Staff worked with Kapsch to negotiate the costs associated with non- equipment installation costs and the costs related to the maintenance of the roadside toll system. 82 Agenda Item 9 The table below summarizes the status of 15/91 ELC related change orders and amendments to Kapsch’s contract. Kapsch 15/91 ELC Related Amendments/Change Orders Status Amount Contingency Total Change Order No. 3 – Deputy Project Manager and Tolling Back Office Software Development Commission approved on March 14, 2018 $314,721 $31,500 $346,221 Change Order No. 5 – Replace 91 Express Lanes Roadside Toll System (subject of this report) For Commission approval on July 11, 2018 4,478,461 500,000 4,978,461 Totals $4,793,182 $531,500 $5,324,682 RECOMMENDATION: Staff recommends approval of Change Order No. 5 to amend the Toll Services agreement between the Commission and Kapsch in the amount of $4,478,461, plus a contingency amount of $500,000, for a total amount not to exceed $4,978,461. 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. Financial Information In Fiscal Year Budget: Yes Year: FY 2018/19 Amount: $4,978,461 Source of Funds: SB 132 State Funds, 91 Express Lanes toll revenues Budget Adjustment: No GL/Project Accounting No.: 003039 81301 605 31 81301 $4,463,461 009199 81301 591 31 81301 $515,000 Fiscal Procedures Approved: Date: 06/14/2018 Attachment: Draft Change Order No. 5 83 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 1 Change Response / TSP Change Request RIVERSIDE COUNTY TRANSPORTATION COMMISSION I-15 Toll Services Provider Contract ***DRAFT *** Change Order No. _____5_____ Pursuant to: (check appropriate box) Written Change Notice No._____5__, dated 25 May 2018, submitted by RCTC to TSP pursuant to Section 20.4.1 of the Contract TSP Change Request No._______, dated __________, submitted by TSP to RCTC pursuant to Section 20.6 of the Contract Directive Letter No. ________, dated __________, submitted by RCTC to TSP pursuant to Section 20.3 of the Contract Reference is made to that certain Toll Services Contract dated as of 26 January 2016, by and between Riverside County Transportation Commission (“RCTC”), a public entity of the State of California (“RCTC”), and Kapsch TrafficCom Transportation NA, Inc., a corporation organized under the laws of Michigan (“TSP”), as amended, together with all Exhibits and prior amendments (the “Contract”). This Change Order amends the Contract. Capitalized terms used, but not defined, in this Change Order have the meanings given in, and all Section and Exhibit references shall be to the Contract. 84 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 2 SECTION I – Narrative, Discussion of Additions, Deletions, Modifications to the Requirements of the Toll Services Contract A. Evaluation of Change including whether TSP considers any RCTC-Initiated Change to constitute a Change and the specific provision(s) of this Contract which permit a Change Order (Section 20.4.3(a)(i)): B. Overview of scope of Change (Section 20.4.3(a)(iii)). For detailed scope of Change, please complete the Change Response Price Form: All capitalized terms used in this Change Order #5 and not defined herein have the meanings given to such terms in the Toll Services Contract dated as of January 26, 2017 (as amended (including by this Change Order #5), the Contract) between the Riverside County Transportation Commission (RCTC) and Kapsch TrafficCom Transportation NA, Inc. (now Kapsch TrafficCom USA, Inc.) (TSP). RCTC plans to develop a new Express Lanes connector (ELC or ELC Project) between the SR-91 Express Lanes (SR-91 EL) and the future I-15 Express Lanes being developed under the I-15 Express Lanes Project (ELP Project). The ELC will consist of one Express Lane in each direction facilitating a direct east-to-north and south-to-west connection between the recently opened SR-91 Express Lanes extension and the future Express Lanes on I-15. The ELC will allow SR-91 Express Lanes customers and I-15 Express Lanes customers to make a continuous trip between the two Express Lane facilities. Part 1: SR-91 Retrofit to support upgraded roadside electronic tolling system Background The construction of the ELC will create new destinations accessible from the SR-91 Express Lanes and I-15 Express Lanes. The I-15 Express Lanes system shall be modified to allow for a new inter-facility pricing strategy. Given the access configuration and location of toll points on the SR-91 Express Lanes and the I-15 Express Lanes, customers using the ELC will be required to use the RCTC segment of the SR-91 Express Lanes and one segment of the I-15 Express Lanes. Prices for ELC transactions shall be combined with the RCTC SR-91 Express Lanes Segment and the I-15 Express Lanes Segment, creating an inter-facility pricing zone. Additionally, tolls for trips beginning with segment one northbound on the I-15 Express Lanes to the SR-91 Express Lanes westbound or SR-91 Express Lanes eastbound through segment four of the I-15 Express Lanes southbound shall be combined. Pricing between the SR-91 Express Lanes and the I-15 Express Lanes will require an interface between the SR-91 Express Lanes and I-15 Express Lanes toll systems to collect and exchange entry time data. 85 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 3 For example, the SR-91 Express Lanes toll system would need to know the time that ELC users saw the SR-91 Express Lanes price so that the appropriate toll could be charged. The ELC pricing strategy is illustrated in Figure 1. This strategy introduces a new pricing zone that encompasses the RCTC segment of the SR-91 Express Lanes and the entirety of the I-15 Express Lanes so that the price to travel to the ends of the I-15 Express Lanes would be displayed at the SR-91 County Line and the price to travel to the SR-91 County Line would be displayed on I-15 Express Lanes signs. SR-91 Lane and Host To support the new ELC pricing strategy, the RCTC SR-91 Express Lane system will be upgraded to align the SR-91 Express Lanes roadside electronic tolling system with the ELP (I-15) and ELC roadside electronic tolling system. The upgrade of the SR-91 Express Lanes will occur in two phases, as follows: SR-91 (Phase 1) – This Change Order #5: TSP shall retrofit the existing RCTC SR-91 Express Lanes roadside electronic tolling system (currently Neology) with TSP’s roadside electronic tolling system of the same design as the roadside electronic tolling system being installed on the I-15 for the I-15 Express Lanes Project (ELP Project) to provide compatibility across the entire RCTC tolling environment and add additional capabilities to the SR-91 Express Lanes (i.e., 6C compatibility) that are being introduced in the ELP Project. The ETC Host will provide “core” services only by creating vehicle transactions and transmitting them to the SR-91 Operator for trip-building. TSP shall work with Cofiroute USA (or any successor operator of the SR-91 Express Lanes toll collection system) (the SR-91 Operator) to define the interface specifications to be implemented for passing transactions and images to the SR-91 Express Lanes Operator’s Back Office System. TSP must perform the SR-91 (Phase 1) work in accordance with the SR-91 (Phase 1) Baseline Schedule to achieve SR-91 (Phase 1) Revenue Service Commencement by January 1, 2019 (the SR-91 (Phase 1) Revenue Service Commencement Deadline) and SR-91 (Phase 1) TCS Acceptance by March 1, 2019 (the SR-91 (Phase 1) TCS Acceptance Deadline). SR-91 (Phase 2) – Future Work, not in this Change Order #5: Future work will include: 1) A software upgrade to bring the ETC Host system to full functionality (trip-building and trip pricing); and 2) Relocation of the toll equipment on the existing 1-Lane Gantries to the new 1-Lane Gantries at the south end of the South Connector (located on the I-15). SR-91 (Phase 2) is a future phase and is NOT within the scope of this Change Order #5. SR-91 (Phase 1) D&D Work Milestones: 86 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 4 The key milestone dates for SR-91 (Phase 1) D&D Work, as reflected in the SR-91 (Phase 1) Baseline Schedule, are: 1) Change Order #5 (SR-91 (Phase 1)) – Commission Approval – July 11, 2018 2) Notice to Proceed – SR-91 (Phase 1) (NTP-SR91 (Phase 1))– July 11, 2018 3) Design Document (specific mods to be handled for the SR-91 version of the system) 4) Installation Drawings (SR -91 (Phase 1)) Submitted – July 15, 2018 5) Installation Plan Submitted – July 15, 2018 6) SR-91 Transition Plan Approval – August 1, 2018 7) Consolidated FAT – no later than October 2018 8) ETC Host (Core) to SR-91 Operator Interface Testing – October 2018 9) Site Acceptance Testing – November 2018 10) Operations Testing – November 2018 11) SR-91 (Phase 1) Revenue Service Commencement Deadline (Retrofit plus Core Host/transactions only) – January 1, 2019 12) SR-91 (Phase 1) TCS Acceptance Deadline – March 1, 2019 NTP-SR91 (Phase 1): RCTC will not issue NTP-SR91 (Phase 1) until satisfaction of the following requirements: 1) TSP has delivered to RCTC the ELP/SR-91 (Phase 1) Performance and Payment Bonds, as specified in Part 3, section 8 below; 2) TSP has submitted to RCTC the insurance policies, certificates of insurance, riders to its existing insurance policies or other evidence reasonably required by RCTC to confirm the existence of all the insurance coverages required for SR-91 (Phase 1), as specified in Part 3, section 7 below; 3) TSP has delivered to RCTC an executed consent of the Guarantor to the addition of SR-91 (Phase 1) to the Project in the form provided in this Change Order; and 4) TSP has provided to RCTC any other documents, things or assurances required by this Change Order as a condition of NTP-SR91 (Phase 1). RCTC has no obligation to issue NTP-SR91 (Phase 1), and unless and until NTP-SR91 (Phase 1) is issued, RCTC has no liability to TSP under the Contract or this Change Order with respect to SR-91 (Phase 1). SR-91 (Phase 1) Deliverables: Deliverable Format for Update Delivery Project Management Plan update by addendum with any specific requirements for SR-91 (Phase 1) NTP-SR91 (Phase 1) + 30 Days Document Control System update by addendum with any specific requirements for SR-91 (Phase 1) NTP-SR91 (Phase 1) + 30 Days Document Control Work Plan update by addendum with any specific requirements for SR-91 (Phase 1) NTP-SR91 (Phase 1) + 30 Days Baseline Schedule Standalone SR-91 (Phase 1) Schedules As-part of this Change Order 5 execution 87 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 5 Monthly Progress Schedule Standalone SR-91 (Phase 1) Schedules Monthly Four-Week Look Ahead Schedule Standalone SR-91 (Phase 1) Schedules Weekly Health and Safety Plan update by addendum with any specific requirements for SR-91 (Phase 1) NTP-SR91 (Phase 1) + 30 Days DBE Program Performance Plan update by addendum with any specific requirements for SR-91 (Phase 1) NTP-SR91 (Phase 1) + 30 Days TCS Infrastructure Design Document (IDD) Addendum #5 with specific requirements for weight and placement of tolling components on the new tolling gantries for ELC (North Connector), and SR-91 South Connector, and the power requirements for these tolling components. Prior to execution of Change Order 5 Business Rules update/add any specific business rules to support SR-91 (Phase 1) Critical Design Review (CDR)/Final Design Review (FDR) Data Security Plan Update by addendum for any specific requirements for SR-91 (Phase 1) NTP-SR91 (Phase 1) + 60 Days Civil Site Acceptance Checklist (new site) Submit with Installation Plan update See Installation Plan Civil Site Acceptance Checklist (existing site) Submit with Installation Plan update See Installation Plan Communications Network Acceptance Checklist Submit with Installation Plan update See Installation Plan KPI Reporting and Management Plan provide document to support SR-91 (Phase 1) NTP-SR91 (Phase 1) + 90 Days Requirements Trace Matrix update by addendum with any specific requirements for SR-91 (Phase 1) By ELP Final Design Review Critical Design Document (CDD) Include SR-91 (Phase 1) NTP-SR91 (Phase 1) + 30 Days Final Design Document (FDD) Include SR-91 (Phase 1) By ELP Final Design Review Installation Plan update by addendum with any specific requirements for SR-91 (Phase 1) NTP-SR91 (Phase 1) + 60 Days Installation Drawings Standalone for SR-91 (Phase 1) NTP-SR91 (Phase 1) + 60 Days Transportation Management Plan update by addendum with any specific requirements for SR-91 (Phase 1) Next delivery for ELP Project Master Test Plan update by addendum with any specific requirements for SR-91 (Phase 1) NTP-SR91 (Phase 1) + 90 Days Individual Test Plans Standalone for SR-91 (Phase 1) NTP-SR91 (Phase 1) + 90 Days Individual Test Reports (including FAT, OFIT, Site Commissioning, TCS Acceptance) Standalone for SR-91 (Phase 1) Completion of testing plus 5 Days Interface Control Documents update by addendum with any specific requirements for SR-91 (Phase 1), i.e., Interface to SR-91 Operator (Cofiroute Back Office) NTP-SR91 (Phase 1) + 60 Days 88 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 6 Financial, Auditing and Traffic Reports Upon request Upon request SR-91 (Phase 1) As-Built Technical Drawings Standalone for SR-91 (Phase1) SR-91 (Phase 1) Revenue Service Commencement plus 30 Days List of Materials Standalone for SR-91 (Phase 1), including a recommended list of spare parts NTP-SR91 (Phase 1) + 30 Days Maintenance Plan Interim Plan required for SR-91 (Phase 1) Maintenance Period prior to ELP Revenue Service Commencement NTP-SR91 (Phase 1) + 90 Days SR-91 Transition Plan NTP-SR91 (Phase 1) + 30 Days NTP-SR91 (Phase 1) + 30 Days Part 2: SR-91 (Phase 1) O&M Work A. SR-91 Pre-ELP O&M Work During the SR-91 Pre-ELP O&M Term, TSP will perform the following O&M Work (collectively, the SR- 91 Pre-ELP O&M Work): (a) Maintenance Services to support the new lane upgrades (and ETC Host) system in accordance with Technical Provisions (TP), Section 16 (the “SR-91 Pre-ELP Maintenance Work”). (b) Create vehicle transactions and transmit them to the SR-91 Operator for trip-building in accordance with Change Order #5, Attachment 2, Change #21 (the SR-91 Pre-ELP Toll Operations). Part 3: Other Material Terms 1) MOT Coordination of MOT is the responsibility of TSP and shall be handled in accordance with the Technical Provisions, Sections 4.7.1 – 4.7.7. 2) Existing Gantries TSP is required to certify that the existing SR-91 Toll Gantries are capable of handling TSP’s TCS configuration. Such certification must be performed by a Registered Structural Engineer, who is registered in the State of California. If any modifications are required to the existing gantries, TSP must provide signed and stamped drawings indicating the modifications that are required. 3) SR-91 (Phase 1) D&D Monthly Progress Reports TSP shall submit Monthly Progress Reports for the SR-91 (Phase 1) D&D Work, separate from and in addition to the Monthly Progress Reports for the ELP Project. 4) Spare Parts a. A list of recommended Spare Parts for the SR-91 (Phase 1) work will be provided for review and approval by RCTC per TP Section 16.5, prior to installation work commencing. b. The purchase and pricing of the spares will NOT be part of this Change Order #5. 5) KPIs 89 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 7 a. The following KPIs (as listed in TP 19.4 – Table 19-2 Key Performance Indicators (KPIs)) shall apply to SR-91 (Phase 1) from the SR-91 (Phase 1) Maintenance Transition Date until SR-91 (Phase 1) Revenue Service Commencement: i KPI #11 – Time to Respond – Priority 1 ii KPI #12 – Time to Repair – Priority 1 iii KPI #13 – Time to Respond – Priority 2 iv KPI #14 – Time to Repair – Priority 2 v KPI #15 – Time to Respond – Priority 3 vi KPI #16 – Time to Repair – Priority 3 b. The following KPIs (as listed in TP 19.4 – Table 19-2 Key Performance Indicators (KPIs)) shall apply to SR-91 (Phase 1) following SR-91 (Phase 1) Revenue Service Commencement: i KPI #1 – Primary ETC Host Availability ii KPI #6 – Toll Zone Equipment Availability iii KPI #7 – Transaction Integrity iv KPI #8 – Image Capture v KPI #10 – Compliance with ICD vi KPI #11 – Time to Respond – Priority 1 vii KPI #12 – Time to Repair – Priority 1 viii KPI #13 – Time to Respond – Priority 2 ix KPI #14 – Time to Repair – Priority 2 x KPI #15 – Time to Respond – Priority 3 xi KPI #16 – Time to Repair – Priority 3 xii KPI #25 – Image Quality 6) Liquidated Damages The liquidated damages set forth in Section 11 and Exhibit 22 of the Contract will apply to the SR-91 (Phase 1) work, except: a) the amount of Delay Liquidated Damages for delay in achieving SR-91 (Phase 1) Revenue Service Commencement by the SR-91 (Phase 1) Revenue Service Commencement shall be $500 per day for the first 30 days of delay, $1,000 per day for the 31st to 60th day of delay, and $1500 per day for the 61st and each subsequent day of delay; and b) in addition to Performance Liquidated Damages and Performance Stipulated Damages applying following SR-91 (Phase 1) Revenue Service Commencement (for which the KPIs identified in 5(a) above shall apply), Performance Liquidated Damages and Performance Stipulated Damages shall also apply from the SR-91 (Phase 1) Maintenance Transition Date until SR-91 (Phase 1) Revenue Service Commencement (for which the KPIs identified in 5(b) above shall apply). 7) Insurance Requirements TSP shall modify their insurance policies and certificates as follows: a) Additional Insured: OCTA b) Make sure described project limits include the SR-91 (Phase 1) Site 90 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 8 8) Bonding Requirements [NTD: Approach to be discussed with Kapsch and revised accordingly.] a. [TSP shall replace the existing performance and payment bonds covering the D&D Work for the ELP Project with new performance and payment bonds in the forms attached as Change Order #5 – Attachment 3 (ELP/SR-91 (Phase 1) Performance Bond) and Change Order #5 – Attachment 4 (ELP/SR-91 (Phase 1) Payment Bond), respectively, to cover the SR-91 (Phase 1) D&D Work and SR-91 Pre-ELP O&M Work in addition to the D&D Work and CSC Commencement Toll Services for the ELP Project.] b. [The amounts of the Maintenance Performance and Payment Bonds [and the Software Maintenance Option Performance and Payment Bonds] will be increased to reflect the SR-91 (Phase 1) O&M work post-ELP Revenue Service Commencement.] 9) DBE Requirements a. 3% Contractual Goal applies to work performed under this Change Order b. TSP shall provide an addendum for RCTC approval to the existing DBE Program Performance Plan for the SR-91 (Phase 1) work c. A monthly report, per the DBE Program Performance Plan, will be filed by the 10th of every month. The reports for the SR-91 (Phase 1) work will be separate from and in addition to the monthly reports for the ELP Project. 10) Limitation of TSP’s Liability For the avoidance of doubt, the Total Capital Cost, as referenced in Section 25.1.1(a) of the Contract, shall reflect the addition of the SR-91 (Phase 1) Total Capital Cost. 11) Source Code Escrow Software Source Code for Pre-Existing Software must be placed into Source Code Escrow in accordance with Section 29.12.1 of the Contract as a condition to payment of SR-91 (Phase 1) Payment Milestones and monthly installments of the Total O&M Cost and SR-91 Pre-ELP O&M Cost. Part 4: Payment for SR-91 (Phase 1) D&D Work (Reference Change Order #5 – Attachment 1) A. Payments based on labor, overhead, margin, ODC, and subcontract costs SR-91 (Phase 1) Payment Milestones: (Percentages indicated below are percentages of the SR-91 (Phase 1) Total System Cost) 1) NTP-SR91 (Phase 1) – Mobilization Payment – 5% 2) Design Documents Approved (specific modifications to be handled for the SR-91 Express Lanes version of the TCS) – 5% a. Project Management Plan b. Document Control Plan Updates c. Health and Safety Plan d. DBE Program Performance Plan e. IDD Addendum #5 f. Data Security Plan g. Design Document Updates (PDD/CDD/FDD) h. Business Rule Updates i. Maintenance Plan for SR-91 Express Lanes (SR-91 Pre-ELP Maintenance Plan) 3) Installation Drawings (SR-91 (Phase 1)) Approved – 5% 91 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 9 4) Installation Plan Approved – 5% a. Including civil checklists and network checklist 5) SR-91 Transition Plan Approval – 5% 6) Approved Test Plans – 10% 7) Consolidated FAT – 10% 8) Site Acceptance Testing Complete – 10% 9) Operations Testing Complete – 10% 10) SR-91 (Phase 1) Revenue Service Commencement (Retrofit plus Core Host/transactions only) – 15% 11) SR-91 (Phase 1) As-Built Technical Drawings – 10% 12) SR-91 (Phase 1) TCS Acceptance – 10% B. Payments based on Equipment costs: Delivery of Lane Equipment per List of Materials – Amount set forth in the “Total Materials Cost” line in the SR-91 (Phase 1) Price Sheet. C. Payments for SR-91 O&M Work 1) SR-91 Pre-ELP O&M Work As complete compensation to TSP for the SR-91 Pre-ELP O&M Work, RCTC will pay TSP a fixed monthly amount equal to $38,971, in arrears, beginning in the month following the month in which SR-91 (Phase 1) Revenue Service Commencement occurs for a period of 12 months, subject to TSP complying with RCTC’s invoicing requirements. Part 5: SR-91 (Phase 1) ROW Access RCTC will provide TSP with access to the SR-91 (Phase 1) ROW: (a) From NTP-SR91 (Phase 1) until SR-91 (Phase 1) TCS Acceptance for the purposes of performing the SR-91 (Phase 1) D&D Work; (b) From SR-91 (Phase 1) Revenue Service Commencement until the ELP Revenue Service Commencement for the purposes of performing the SR-91 Pre-ELP O&M Work; and (c) From ELP Revenue Service Commencement until the end of the O&M Term for the purposes of performing the O&M Work for SR-91 (Phase 1), provided that (i) TSP shall obtain an encroachment permit providing TSP with access to the SR-91 (Phase 1) Site prior to commencing work on the site and shall comply with the requirements of such permit, and (ii) TSP shall comply at all times with TSP’s safety and security procedures and all applicable requirements of this Contract and Technical Provisions. Part 6: Additional Definitions (Exhibit 1 to the Contract) Notice to Proceed-SR91 (Phase 1) or NTP-SR91 (Phase 1) means the Notice issued by RCTC to TSP authorizing TSP to proceed with the SR-91 (Phase 1) D&D Work. SR-91 CSC means the CSC operated by the SR-91 Operator for SR-91. 92 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 10 SR-91 Operator means Cofiroute [USA], or any successor operator of the SR-91 toll collection system. SR-91 (Phase 1) As-Built Technical Drawings means documents required to be prepared by TSP and delivered to RCTC in accordance with TP Section 15.4 with respect to the SR-91 (Phase 1) D&D Work that constitute a complete and accurate record of the applicable portion of the TCS as designed, installed, integrated, deployed and tested in accordance with this Contract. SR-91 (Phase 1) Baseline Schedule means the approved project schedule for SR-91 (Phase 1) attached to this Change Order #5 as Attachment 5 to be developed and maintained by TSP in the same manner as the Baseline Schedule for the ELP Project under the Contract. SR-91 (Phase 1) D&D Monthly Progress Report means a single monthly submission and compilation of all monthly reports required by this Contract during the SR-91 (Phase 1) D&D Phase and for review at monthly progress meetings. SR-91 (Phase 1) D&D Phase means the time period commencing upon NTP-SR91 (Phase 1) and ending upon SR-91 (Phase 1) TCS Acceptance, SR-91 (Phase 1) D&D Work means the D&D Work with respect to SR-91 (Phase 1). SR-91 (Phase 1) Maintenance Transition Date means, with respect to any portion of the new tolling system to be installed by TSP as part of SR-91 (Phase 1), the date on which TSP replaced the applicable portion of the SR-91 Operator’s existing system with the new tolling system, but prior to SR- 91 (Phase 1) Revenue Service Commencement. SR-91 (Phase 1) Payment Milestone means each set of completed SR-91 (Phase 1) D&D Work for which TSP may submit an invoice to RCTC, as specified in Section B of Exhibit 19 of the Contract. SR-91 (Phase 1) Price Sheet means the price sheet attached as Attachment 1 to this Change Order #5. SR-91 (Phase 1) Project Schedule means a schedule of activities assigned a duration and sequenced in logical order for undertaking the SR-91 (Phase 1) D&D Work, consistent with the requirements in TP Section 2.6 and this Change Order 5, Attachment 2, Change #2, as prepared and updated in accordance with the Contract. SR-91 (Phase 1) Revenue Service Commencement means, with respect to SR-91 (Phase 1), the point at which TSP has satisfied the following conditions precedent to revenue service: (a) TSP, has disposed of all its surplus materials and rubbish, removed all Equipment belonging to TSP, and left the SR-91 (Phase 1) Site and all structures occupied by TSP in a neat, clean and safe condition; (b) the SR-91 (Phase 1) D&D Work is in a condition to safely commence Revenue Service and safely accept and continue normal, uninterrupted flow of traffic; 93 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 11 (c) TSP has completed and passed all Commissioning Testing and obtained RCTC’s written approval of the test results, and all of the requirements specified in TP Section 5 are satisfied with respect to SR-91 (Phase 1); (d) TSP has secured and trained all personnel necessary to perform all O&M Work for SR- 91 (Phase 1); (e) TSP has completed all SR-91 (Phase 1) D&D Work in accordance with the Contract with the exception of applicable Punch List items; (f) TSP has delivered to RCTC all original equipment and manufacturer’s warranty certificates covering all Equipment furnished in connection with the SR-91 (Phase 1) D&D Work; (g) TSP has delivered to RCTC of a final version of all document deliverables required by the TP except for any documents specifically required to be delivered only after the SR- 91 (Phase 1) Revenue Service Commencement Date and lapse, without disapproval, of the period for RCTC approval thereof in accordance with the Submittal Process; (h) TSP has delivered to RCTC all updated Software and all Software Source Code Documentation and receivables with respect to SR-91 (Phase 1), except for the COTS Software; and (i) TSP has completed all other Work required under the Contract as a condition of SR-91 (Phase 1) Revenue Service Commencement. SR-91 (Phase 1) Revenue Service Commencement Date means the calendar date on which TSP achieves SR-91 (Phase 1) Revenue Service Commencement, as certified by RCTC’s issuance of a Notice of such Revenue Service Commencement. SR-91 (Phase 1) Revenue Service Commencement Deadline means the date indicated as such in the SR-91 (Phase 1) Baseline Schedule. SR-91 (Phase 1) ROW means the area available to TSP for the performance of the Toll Services with respect to SR-91 (Phase 1), as shown in Change Order #5 – Attachment 6. SR-91 (Phase 1) Site means, depending upon the context, the ROW on which any part of the SR-91 (Phase 1) D&D Work or the TCS is to be located, and any temporary rights or interests that TSP may acquire at its own cost and expense in connection with such ROW. SR-91 (Phase 1) TCS Acceptance means the stage of the SR-91 (Phase 1) D&D Work when the following requirements have been satisfied by TSP: (a) SR-91 (Phase 1) Revenue Service Commencement has been achieved; 94 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 12 (b) TSP has completed all Punch List items with respect to the SR-91 (Phase 1) D&D Work in accordance with the Contract, except for non-material Punch List items the aggregate value of which (as reasonably determined by RCTC) is less than $[50,000]; (c) All Liquidated Damages payable in accordance with Section 11 in connection with the SR-91 (Phase 1) have been paid by TSP; (d) The SR-91 (Phase 1) TCS Acceptance Test has been satisfactorily conducted and completed by TSP in accordance with TP Section 5.6.4 and a final test report of the results has been received and approved by RCTC; (e) The Source Code Escrow Agent has confirmed in writing to RCTC that all Software Source Code that is required to be in the Source Code Escrow has in fact been delivered to the Source Code Escrow by TSP; (f) RCTC has approved all Deliverables required: (i) Project Management Plan (ii) Document Control Plan Updates (iii) Health and Safety Plan (iv) DBE Program Performance Plan (v) IDD Addendum #5 (vi) Data Security Plan (vii) Design Document Updates (PDD/CDD/FDD) (viii) SR-91 Pre-ELP Maintenance Plan (ix) Installation Drawings (SR-91 (Phase 1)) (x) Installation Plan (xi) SR-91 Transition Plan Approval (xii) Test Plans and Test Reports (xiii) SR-91 (Phase 1) As-Built Technical Drawings; (g) No unremedied failure of any equipment or Work provided by TSP to comply with the TCS Documentation or this Contract or required submittal shall exist and be continuing in connection with SR-91 (Phase 1); 95 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 13 (h) TSP has demonstrated compliance with all KPIs applicable to SR-91 (Phase 1); and (i) All other conditions to SR-91 (Phase 1) TCS Acceptance in the Contract have been satisfied. SR-91 (Phase 1) TCS Acceptance Deadline means the date for the SR-91 (Phase 1) TCS Acceptance Deadline set out in the SR-91 (Phase 1) Baseline Schedule. SR-91 (Phase 1) Total Bonds and Insurance Cost means the amount payable to TSP to reimburse for bond and insurance premiums applicable to SR-91 (Phase 1). SR-91 (Phase 1) Total Capital Cost means the SR-91 (Phase 1) Total D&D Cost, plus the SR-91 (Phase 1) Total Bonds and Insurance Cost. SR-91 (Phase 1) Total D&D Cost means the amount set forth in the “Total D&D Costs” line in the SR-91 (Phase 1) Price Sheet. SR-91 Pre-ELP O&M Cost means the amount set forth in the “Total O&M Costs” line in the SR- 91 (Phase 1) Price Sheet, payable in monthly installments as provided in Part 4, Section C, of this Change Order #5. SR-91 Pre-ELP O&M Term means the period commencing on the day after the SR-91 (Phase 1) Revenue Service Commencement Date and continuing until the ELP Revenue Service Commencement Date. SR-91 Pre-ELP O&M Work means, collectively, SR-91 Pre-ELP Maintenance Work and the SR- 91 Pre-ELP Toll Operations. SR-91 (Phase 1) Total System Cost means the amount set forth in the “Total System Cost” line in the SR-91 (Phase 1) Price Sheet. Part 7: Impacts on Existing Definitions and Contract Provisions The definition of “Indemnified Parties” is revised to add Orange County Transportation Authority and its officers, directors, board members, employees, consultants, representatives and agents. For purposes of the SR-91 (Phase 1), the Setting Date, the Effective Date and similar reference dates under the Contract will be the date of issuance of this Change Order. Reference Documents include the documents and information provided with respect to SR-91 (Phase 1), as listed on Change Order #5 – Attachment 7. Except as specifically provided otherwise in this Change Order: 1) Defined terms previously applying generally to the ELP Project (such as “Project,” “D&D Work,” “Toll Services,” “Work,” “Completion Deadlines,” “Total Capital Cost,” etc.): (a) will retain the same names and the definitions will be revised to include SR-91 (Phase 1); but (b) corresponding ELP Project-specific defined terms will also be created so as to distinguish from SR-91 (Phase 1) as needed. 96 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 14 2) Provisions in the Contract of general application to the ELP Project (such as TSP’s indemnities, events of default) will also apply to SR-91 (Phase 1). Figure 1 Pricing Strategy C. Analysis of (impact of the Change on the performance of other aspects of the D&D Work, O&M Work, RCTC or RCTC’s toll operations (as applicable); (Section 20.4.3(a)(v)): 97 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 15 D. Proposed plan for mitigating impacts of the Change (Section 20.4.2(a)(x)): N/A E. Additions / deletions / modifications to the requirements of the Contract including KPIs (if any) (Section 20.4.3(a)(viii)): See Redlined Technical Provisions Attachment. 98 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 16 SECTION II – Cost Impact(s) A. Summary Compensation under this Change Order is to be paid (check the applicable boxes below): Compensation under this Change Order is to be paid (check the applicable boxes below): n/a1 $0.00 (“no cost”) Change Order. as a lump sum adjustment to the Contract Price in the amount of __________ dollars ($ __________). as a series of milestone payments in the following amounts: 1) See Section I, Subsection B (Overview of Scope), Part 4, Item A for the D&D Milestone Payment Schedule. 2) See Section I, Subsection B (Overview of Scope), Part 4, Item B for the Equipment Payment Schedule as an adjustment to Total O&M Years 1 and 2 Cost or Total O&M Years 3, 4 and 5 Cost See Section I, Subsection B (Overview of Scope), Part 4, Item C for the Monthly Payment Schedule for O&M for the SR-91 (Phase 1) Pre-ELP O&M Work. as a Unit Price Change Order for increases or decreases in the Contract Price [not to exceed] / [in the amount of] __________ dollars ($ __________)) as a Time and Materials Change Order, [not to exceed __________ dollars ($ __________)] as is set forth below, under Section II(B)([2] / [3]).[select the proper reference] If more than one box has been checked, also check this box and summarize terms here: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ Documentation supporting the Change Order is attached as Annex[es] __________ [through __________]. B. Special Considerations 1. Delay and disruption damages for Excusable Delay (Section 20.10). n/a Compensation available for Change Orders are (only) extra Work Costs and delay Costs directly attributable to the proposed Change and exclude certain costs and expenses. 1 If $0 (i.e., a “no cost” Change Order), leave remainder of Section II blank. 99 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 17 • Total extra Work Costs: $__________ • Total delay and disruption damages: $ __________ Discussion (if any): ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ 2. Deductive RCTC Changes. n/a If this Change Order is a deductive change Net Cost 2 Savings attributable to the deductive change $ __________ Amount due to RCTC attributable to the deductive Change (or which can be used by RCTC, in its sole discretion, to offset payment to TSP) $ __________ Discussion (if any): ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ 2 When both additions and reductions are involved in any one Change Order, the adjustment shall be determined on the basis of net increase or decrease. TSP Margin will be allowed only for the net increase in labor Cost in order to establish the amount to be added to the Contract Price. In determining a deductive change order, any deduction will include the amount of TSP Margin and Audited Overhead which would have been payable on such amounts by RCTC in accordance with Section 20. 100 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 18 SECTION III – Completion Deadline Impacts (Applicable to All Change Orders) The status of the CSC Commencement Deadline is as follows: Unaffected by this Change Order Affected by [extending] / [accelerating] the date of the CSC Commencement Deadline by _________calendar days to __________ calendar days prior to Revenue Service Commencement. The status of the Revenue Service Commencement Deadline is as follows: Unaffected by this Change Order Affected by [extending] / [accelerating] the date of the Revenue Service Deadline by _________calendar days to __________ Days after the Package 4 Turnover Date. The status of the total Float is as follows: Unaffected by this Change Order Affected by this Change Order as follows: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ If this Change Order is issued as a result of, or relating to, an Excusable Delay or a shortening time, TSP’s Critical Path time impact delay analysis is attached as Annex _____ (Section 20.4.3(a)(vi)). n/a 101 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 19 SECTION IV - (Reviewed and recommended agreed by TSP’s [Project Manager-D&D Work] or [Project Manager-O&M Work]) By: ___________________________________________ Name: Peter Aczel Title: Project Principal Date: ___________________ Comments: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ 102 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 20 SECTION V - (Reviewed and agreed by TSP) The undersigned Authorized Representative of TSP hereby certifies, under penalty of perjury, as follows: 1. Sections I, II and III of this Change Order, including all Worksheets and Annexes, collectively represent a true, accurate and complete summary of all aspects of this Change Order. 2. The amounts of time and/or compensation set forth in this Change Order (a) are, in each case, justified as to entitlement and amount, (b) reflect all changes to compensation for and scheduling of the Project (inclusive of all Subcontractor and Supplier amounts, impacts), (c) is complete, accurate and current and (d), in each case, the amounts of time, if any, and/or compensation, if any, agreeable to, and is hereby agreed by, TSP. 3. This Change Order includes all known and anticipated impacts or amounts, direct, indirect and consequential, which have been and may be incurred, as a result of the event, occurrence or matter giving rise to this Change Order. This Change Order constitutes a full and complete settlement of all Losses, Claims, matters, issues and disputes existing as of the effective date of this Change Order, of whatever nature, kind or character relating to the event, occurrence or matter giving rise to this Change Order and the performance of any extra Work that this Change Order documents or relates, including all direct and indirect costs for services, equipment, manpower, materials, overhead, profit, financing, delay and disruption arising out of, or relating to, the issues set forth herein. TSP acknowledges that it shall not be entitled to assert any Claim for relief under the Contract for delay, disruption costs or any other adverse financial or Project Schedule impacts existing as of the effective date of this Change Order and arising out of, or relating to, the event, occurrence or matter giving rise to this Change Order or such extra Work. 4. If the foregoing Change Order includes claims of Subcontractors or Suppliers, TSP represents that authorized representatives of each Subcontractor and Supplier, if any, reviewed such claims, this Change Order and accept this Change Order as dispositive on the same, subject to separate Contract between TSP and each such Subcontractor and Supplier, as applicable. Furthermore, TSP has determined in good faith that such claims are justified as to both entitlement and amount. 5. The cost and pricing data forming the basis for the Change Order is complete, accurate and current, with specific reference to the California False Claims Act (Government Code section 12650 et. seq.) and the U.S. False Claims Act (31 USC § 3729 et seq.) 6. It is understood and agreed that this Change Order shall not alter or change, in any way, the force and effect of the Contract, including any previous amendment(s) thereto, except insofar as the same is expressly altered and amended by this Change Order. 7. This Change Order supersedes all prior commitments, negotiations, correspondence, conversations, Contracts or understanding applicable to the issues addressed herein. No deviation from the terms hereof shall be predicated upon any prior representations or Contracts, whether oral or written, other than the Contract, as amended in accordance with its terms. 103 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 21 8. This Change Order is binding upon, and shall insure to the benefit of, each of the parties and their respective heirs, personal representatives, successors and assigns. IN WITNESS, WHEREOF, TSP, intending to be legally bound, has executed this Change Order as of the date below. TSP: Kapsch TrafficCom USA, Inc. Date: ___________________ By: Name: Robert Corion Title: Senior Vice President, Delivery and Operations The undersigned Guarantor hereby (i) acknowledges and consents to this CHANGE ORDER NUMBER 5; (ii) reaffirms that certain Guaranty dated as of ________, 201_ (the “Guaranty”), executed by the undersigned; and (iii) agrees that the Guaranty remains in full force and effect and binding upon the undersigned as of the date hereof. TSP: Kapsch TrafficCom AG Date: ___________________ By: Name: Title: 104 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 22 SECTION VI - (Reviewed and recommended agreed by RCTC) By:__________________________________________________ Name: David Thomas Title: Toll Project Manager Date: ___________________ By:__________________________________________________ Name: Michael Blomquist Title: Toll Project Director Date: ___________________ Comments: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ 105 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 23 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. Date: ___________________ (the effective date of this Change Order) RCTC RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: _______________________________ Name: Anne Mayer Title: Executive Director 106 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 24 SECTION VIII - (Reviewed by FHWA Project Representative) By: FHWA Project Representative Date: ___________________ Comments: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ 107 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 25 ATTACHMENT 1 SR-91 (PHASE 1) PRICE SHEET # Item Description Unit Qty Unit Price Total 1 Labor – Kapsch Development of System Design, Documentation, Installation, and Testing of SR-91 (Phase 1) Retrofit Lot 1 1,849,811.19 1,849,811.19 2 Subcontracts Support of Installation, Gantry Analysis and Modification Design, Maintenance of Traffic Lot 1 965,845 965,845 3 ODCs Supporting Costs – Vehicles, etc. Lot 1 80,999 80,999 Total System Cost 2,896,655.19 4 Materials and Equipment Materials and System Equipment for Installation of TCS Lot 1 1,074,538.38 1,074,538.38 Total Materials Cost 1,074,538.38 5 Bonding Cost of Bonding for Work Performed for Change Order 5 Lot 1 39,616 39,616 Bonding Subtotal 39,616 Total D&D Costs 4,010,809.57 6 O&M Maintenance of SR-91 (Phase 1) Month 12 38,970.93 467,615.12 Total O&M Costs 467,615.12 108 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 26 ATTACHMENT 2 ADDITIONAL AND REVISED TECHNICAL PROVISIONS CHANGE #1 - Section 2.1.2 (KEY PERSONNEL) is revised to as follows: The following position is added to the list of Key Personnel positions: “1A) Deputy Project Manager – ELC & SR-91 Retrofit D&D Work” The following provision is added as Subsection 2.1.2.1A, immediately following Subsection 2.1.2.1: “2.1.2.1A Deputy Project Manager – ELC & SR-91 Retrofit D&D Work The Deputy Project Manager – ELC & SR-91 Retrofit D&D Work is responsible for the overall delivery of SR-91 (Phase 1) D&D Work and, subject to issuance or execution of an applicable Change Order and/or amendment to the Contract, will be responsible for the overall delivery of the applicable D&D Work for SR-91 (Phase 2) and the ELC Project. The Deputy Project Manager – ELC & SR-91 Retrofit D&D Work shall have experience in a role for a project of similar scope, size and complexity. The Deputy Project Manager – ELC & SR-91Retrofit D&D Work shall be assigned to the relevant D&D Work full time and is required to be on site in the Co-Located office with the DB Contractor (when it becomes available) at least fifty percent of the time during the applicable D&D Phase.” CHANGE #2 – The following provision is added as new Subsection 2.6.2 (and the subsections that follow are renumbered accordingly): “2.6.2 Project Schedule Requirements The TSP shall maintain a separate Project Schedule for each of SR-91 (Phase 1) and the ELP Project. The Project Schedules shall include key milestones and interdependencies for the ELP Project and SR-91 (Phase 1).” CHANGE #3 – The following provisions are added as new Subsection 2.8 (and the subsections that follow are renumbered accordingly) “2.8 SR-91 Transition Plan TSP shall prepare and submit to RCTC for review and approval, prior to the start of installation of SR-91 (Phase 1), an SR-91 Transition Plan for implementation and operations of the TCS ETC on SR-91 ELs. In transition of the SR-91 ELs ETC System, the TSP shall be in suspended toll operations for no more than 48 hours and operate in a degraded mode for no more than 72 hours. The SR-91 Transition Plan shall include the following at a minimum: 1) Schedule 109 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 27 2) Testing 3) Fall back 4) Degraded Mode Operations and Time in Mode 5) Suspended Operations and Time in Mode” CHANGE #4 - Section 2.12 (COORDINATION OF THE WORK) is revised as follows: “The TSP shall coordinate its Work with all adjacent design and construction efforts for the Project. The TSP shall coordinate the Work and monitor such adjacent work, whether performed by the DB Contractor, the SR-91 Operator, Department or another Governmental Agency, community groups, landowners, Utility Owners, Utility Owner’s consultants, resource agencies, environmental groups, or any other organization. The TSP shall be aware of the impact all such adjacent work may have on the Toll Services and shall account for all such work in performance of the Toll Services. The TSP shall be responsible for reviewing plans for adjacent work and providing RCTC with written comments on adjacent work that may result in potential impacts on the Toll Services.” CHANGE #5 – The following provision is added as a new paragraph at the end of Subsection 2.13.5 (after renumbering per this Change Order #5) (Communications Network Acceptance Checklist): “TSP shall use the Communications Network Acceptance Checklist to verify that the communication network currently in use on SR-91 is suitable for proper execution of the Toll Services. TSP shall immediately provide Notice to RCTC of any deficiency found during the inspection. Upon successful completion of the Communication Network Acceptance Checklist on SR-91, TSP shall provide written certification that there are no deficiencies in the Communication Network.” CHANGE #6 – The following provision is added as new Subsection 2.13.6 (after renumbering per this Change Order #5) “2.13.6 Civil Site Acceptance on SR-91 TSP in conjunction with RCTC or its designated representative shall inspect the existing infrastructure on SR-91 and promptly report to RCTC any discrepancies or defects in such construction of which TSP has knowledge that would render the infrastructure unsuitable for proper execution of the Toll Services by TSP as described in the Contract. TSP shall create and use a Civil Site Acceptance Checklist to verify that civil infrastructure elements at toll equipment locations where TSP will install TCS Equipment are suitable for proper execution of the SR-91 (Phase 1) D&D Work. The checklist shall include but not be limited to: gantry, controller cabinet pads, conduits, pull boxes, pull ropes, roadway pavement, and electrical power. The TSP shall include the proposed form of the Civil Site Acceptance Checklist as part of the Installation Plan.” 110 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 28 CHANGE #7 – The following provisions are added as new Subsection 2.13.7 (after renumbering per this Change Order #5): “2.13.7 Coordination with SR-91 Operator RCTC is currently under contract with the SR-91 Operator for the operations and maintenance of the toll system on SR-91. TSP shall coordinate with the SR-91 Operator in the deployment and transitions of the ETC on SR91. The TSP shall be responsible for the implementation, operations, coordination and maintenance of SR-91 ETC per Table 2-1. No. Express Lanes TSP SR 91 Operator RCTC Toll Collection System 1 Toll Utility Buildings (TUB) X 2 A/C TUB X 3 Fire Suppression System X 4 Phone Communications X 5 CCTV TUB Security X 6 Security Access X 7 TUB Cleaning X 8 Toll Gantry Structure X 9 Equipment Cabinet X 10 Generator & ATS X 11 Septic Tank X 12 Plumbing and water system X 13 Utility - power X (See Note 1) 14 Server Racks & Equipment X X (TBD) 15 Pass through communications (CCTV) X 16 High Mast Lighting X Communication Network 17 Conduit X 18 Fiber X 19 Roadway CCTV X 20 Existing CMS X 21 Utility connection to CCTV X Coordination 22 CHP X 111 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 29 23 Freeway Service Patrol X 24 Caltrans Maintenance X 25 Other Agencies X Table 2-1 – SR-91 Roles and Responsibilities NOTE 1: TSP shall be responsible for oversight of the repair of damaged Utility power, regardless of cause. If required and upon approval of RCTC, TSP shall be responsible for acquiring and overseeing any third-party repair. The costs of the third-party repair shall be the responsibility of RCTC. The acquisition of a third-party, oversight of the repair and post repair testing shall be the responsibility of the TSP at no additional cost to RCTC.” CHANGE #8 - The list in the third paragraph of Section 4.6.1 (Installation Plan) is revised to add the following: “1A) Coordination with the SR-91 Operator for SR-91 (Phase 1)” CHANGE #9 – The following provision is added as a new second paragraph to Section 4.6.2 (Installation Drawings): “The TSP shall prepare installation drawings for the SR-91 (Phase 1) for review and approval prior to any installation work being performed for SR-91 (Phase 1).” CHANGE #10 – The following provision is added as a new paragraph at the end of Subsection 5.1 (General): “The TSP shall test SR-91 (Phase 1) per Table 5-1. SR 91 (Phase 1) ETC FAT Consolidated FAT with similar tolling system ETC OFIT N/A ETC Site Commission x CSC FAT; N/A CSC Installation; N/A CSC System Commissioning Test. N/A 112 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 30 TCS Disaster Recovery and Back-Up Test; N/A TCS Operations Test; x TCS Acceptance Test. x Annual Renewal As part of ELP Table 5-2 SR-91 (Phase 1) Testing Overview” CHANGE #11 – The following sentence is added immediately following the first sentence in Subsection 5.4.2 (ETC Factory Acceptance Testing): “TSP may use the FAT from the deployment of a similar system for proposes of demonstrating SR-91 (Phase 1) system.” CHANGE #12 – The following is added to the list in the fourth paragraph of Subsection 6.1 (General Requirements): “1A) ETC to SR-91 CSC” CHANGE #13 – The following provisions are added as new Subsection 6.3: “6.3 ETC System to SR-91 CSC for SR-91 Express Lanes only The TSP shall work use the existing ICD developed and work with RCTC to ensure the following components are included in the existing ICD: 1) Send acknowledgements for all files sent to the SR-91 CSC; 2) Reject files sent from the SR-91 CSC according to agreed-upon parameters; 3) Process acknowledgements from the SR-91 CSC for all files sent to the SR-91 CSC; 4) Create and send files containing batches of SR-91 Trip Transactions. These files shall be separated into ETC and Image Based Transaction (IBT) files, each containing transactions from only one Revenue Day. The Host shall send several ETC and IBT files per day on a schedule agreed upon during TCS design; 5) Provide detailed reports on any Transactions not sent to the SR-91 CSC with appropriate coding; and 6) Create and send a file containing an image set corresponding to a single IBT for every such Transaction sent to the SR-91 CSC in an IBT batch file. Each image file shall contain two images.” 113 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 31 CHANGE #14 – The following provisions are added as new Subsection 6.4: “6.4 SR-91 CSC to ETC System Interface for SR-91 only TSP shall work with RCTC during the SR-91 (Phase 1) D&D Phase to develop an interface between the SR- 91 CSC and the ETC systems. TSP shall document the interface requirements in the form of an ICD. TSP shall maintain and update the ICD upon the occurrence of any changes affecting the data exchange between ETC system and the SR-91 CSC. The SR-91 CSC shall provide data elements such as Transponder Status Files a minimum of four (4) times per day via the interface.” CHANGE #15 – Subsection 7.1.4 (Hardware) is revised as follows: - The second paragraph is revised as follows: “All Equipment supplied by TSP shall operate in the electromagnetic environment present on I-15 and SR-91 without any errors or degradation due to electromagnetic interference (EMI) or interference to the surrounding environment.” - The fifth paragraph is revised as follows: “All Equipment shall be new, except where reuse of existing equipment has been approved, in writing, by RCTC.” CHANGE #16 – Subsection 7.2 (Electronic Toll Collection System Equipment) is revised as follows: “The TSP’s obligations with respect to ETC System Equipment encompass all tolling Equipment deployed along the I-15 Corridor and SR-91 ELs. All ETC System Equipment shall be purchased (not leased).” CHANGE #17 – Item 2 in Subsection 7.2.2.1 (Functionality) is revised as follows: “2) Not read Transponders in the I-15 or SR-91 General Purpose Lanes or in the opposite direction of travel;” 114 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 32 CHANGE #18 – The second paragraph of Subsection 7.2.5.1.1 (Overhead Beacon Light) is revised as follows: “The OBL must be visible to California Highway Patrol (CHP) before the read point and for vehicles CHP traveling in the same direction of travel in the I-15 and SR-91 ELs and General Purpose Lanes and must not be a distraction to drivers as determined by RCTC and the Department.” CHANGE #19 – The first paragraph of Subsection 7.3.1 (ETC Host Processing) is revised as follows: “TSP shall supply an ETC Host system that will support the I-15 and SR-91 ELs. Both the primary and backup ETC Host server configurations shall be sized to support future growth including additional ELs or other toll facilities that the TCS may support in the future. Future growth may include the addition of tolling points to the I-15 Express Lanes by RCTC or others or an additional toll facility of similar size. The ETC Host shall be able to analyze large numbers of Lane Transactions to construct Trip Transactions, to assess the toll rate, and to determine lane mode. The System shall be able to account for varying business rules at the Lane level and provide for transaction reporting by facility and toll point.” CHANGE #20 – The following provision is added at the end of the first paragraph of Subsection 7.3.3.1 (Primary ETC Host): “The Primary ETC Host shall be able to support the SR-91 and I-15 corridors individually and concurrently. The TSP shall work with RCTC on the location of the HOST during SR91 deployment.” CHANGE #21 – The following provision is added as new Subsection 7.3.7.12: “SR-91 (Phase 1) Vehicle Transaction Processing The Host shall process Lane Transactions received from EL Read Points. Lane Transactions shall first be validated. The ETC Host will then transmit the Vehicle Transactions to the SR-91 Operator for processing.” CHANGE #22 – The following provision is added immediately following the third paragraph in Subsection 13.1 (MOMS Functionality): “The MOMS shall track alerts by the ELP and SR-91 and report out by ELP and SR-91.” 115 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 33 CHANGE #23 – The following is added at the end of the list in Subsection 14.1 (Reporting Interface and General Requirements): “12) Allow users to run reports by ELP and SR-91.” 116 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 34 ATTACHMENT 3 ELP/SR-91 (PHASE 1) PERFORMANCE BOND FORM EXHIBIT 11-B ELP/SR-91 (PHASE 1) PERFORMANCE BOND [NTD: APPROACH TO BE DISCUSSED WITH KAPSCH AND REVISED ACCORDINGLY.] Contract No. _______________________ Bond No. _______________________ KNOW ALL WHO SHALL SEE THESE PRESENTS: THAT WHEREAS, The Riverside County Transportation Commission, a public entity of the State of California (“RCTC”), has awarded to Kapsch TrafficCom USA, Inc., a corporation organized under the laws of Delaware (formerly Kapsch TrafficCom Transportation NA, Inc., a Michigan corporation) (“Principal”) a contract to design, install, implement, operate and maintain a toll collection system (“Toll Services”) for the I-15 Express Lanes Project; AND WHEREAS, Principal and RCTC have entered into a Toll Services Contract bearing dated as of January 26, 2017 (as amended, the “Contract”) to provide Toll Services in accordance with the terms of the Contract; AND WHEREAS, it is one of the conditions of the Contract that these presents shall be executed; NOW THEREFORE, We the undersigned Principal and Everest Reinsurance Company (the “Surety”), an admitted surety insurer in the State of California, are firmly bound and held unto RCTC, in the amount of [_______] ($[______]) (“Bonded Sum”) good and lawful money of the United States of America for the payment whereof, well and truly to be paid to RCTC, we bind ourselves, our heirs, successors, executors, administrators, and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THE FOREGOING OBLIGATION IS SUCH THAT: 1. The Contract is incorporated by reference in this Bond. 2. Unless the context otherwise requires, capitalized terms used but not separately defined in this Bond have the meaning given to them in the Contract. 3. If Principal or its heirs, successors, executors, administrators or assigns shall in all things stand to and abide by and well and truly keep, perform and complete all covenants, conditions, agreements, obligations and work under the Contract, including any and all amendments, supplements, and alterations made to the Contract as therein provided, on Principal’s part to be kept and performed at the time and in the manner therein specified, and shall indemnify, defend and save harmless RCTC and all other Indemnified Parties, as therein stipulated, then this obligation shall become null and void; otherwise it shall remain in full force and effect. In case suit is brought upon this Bond, the Surety will pay reasonable attorney's fee to be fixed by the court. 117 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 35 4. This Bond shall cover the cost to perform all obligations of the Principal under the Contract with respect to the ELP D&D Work, the CSC Commencement Period Toll Services, the SR-91 (Phase 1) D&D Work and the SR-91 Pre-ELP O&M Work. 5. The obligations covered by this Bond specifically include all payment obligations, liability for Liquidated Damages and warranties as specified in the Contract for the ELP D&D Work, the CSC Commencement Period Toll Services, the SR-91 (Phase 1) D&D Work and the SR-91 Pre- ELP O&M Work, but not to exceed the Bonded Sum. 6. The Surety agrees that no change, extension of time, alterations, additions, omissions or other modifications of the terms of the Contract, or in the work to be performed with respect to the ELP D&D Work, the CSC Commencement Period Toll Services, the SR-91 (Phase 1) D&D Work or the SR-91 Pre-ELP O&M Work, or in the specifications or plans, or any change or modification of any terms of payment or extension of time for any payment pertaining or relating to the Contract, or any rescission or attempted rescission of the Contract or this Bond, or any conditions precedent or subsequent in this Bond attempting to limit the right of recovery of RCTC seeking to recover from this Bond, or any fraud practiced by any other person other than RCTC seeking to recover from this Bond, shall in any way affect its obligations on this Bond, and it hereby waives notice of such changes, extension of time, alterations, additions, omissions or other modifications. 7. The Surety agrees that payments made to contractors and suppliers to satisfy claims on the payment bond do not reduce the Surety’s legal obligations under this Bond. Payments made to contractors or suppliers under any agreement where the Surety has arranged for completion of the work to satisfy this Bond will not be considered payment bond claims. 8. Whenever Principal is in default under the Contract, provided that RCTC is not then in material default thereunder, the Surety shall promptly: (a) remedy such default, or (b) complete the work covered by this Bond in accordance with the terms and conditions of the Contract, or (c) select a contractor or contractors to complete all work covered by this Bond in accordance with the terms and conditions of the Contract, using a contractor or contractors approved by RCTC (provided, however, that the Surety may not select Principal or any affiliate of Principal to complete the work for and on behalf of the Surety without RCTC’s express written consent, in its sole discretion), arrange for a contract meeting the requirements of the Contract between such contractor or contractors and RCTC, and make available as work progresses (even though there should be a default or a succession of defaults under such contract or contracts of completion arranged under this paragraph) sufficient funds to pay the cost of completion less the unpaid balance of the Contract Price; but not exceeding, including other costs and damages for which Surety is liable hereunder, the Bonded Sum. 9. If Surety does not proceed as provided in Paragraph 8 of this Bond with reasonable promptness, Surety shall be deemed to be in default on this Bond fifteen (15) days after receipt of an additional Notice from the RCTC to Surety demanding that Surety perform its obligations under this Bond, and RCTC shall be entitled to enforce any remedy available to RCTC. 118 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 36 10. The guarantees contained in this Bond shall survive the SR-91 (Phase 1) TCS Acceptance of the SR-91 (Phase 1) D&D Work and the ELP TCS Acceptance of the ELP D&D Work called for in the Contract with respect to those obligations of Principal which survive either such TCS Acceptance. IN WITNESS WHEREOF, we have hereunto set our hands and seals on this at _____________ ___________________________ on this ________ day of ___________________, A.D., 2018. TSP KAPSCH TRAFFICCOM USA, INC. By: Name: Alfredo Escriba Title: President Address: 1390 Piccard Drive, Suite 200 Rockville, MD 20850 Contact Name: Deborah A Wiebe Phone: (713) 689 9235 By: Name: Michael Hofer Title: Chief Financial Officer Address: 8201 Greensboro Drive, Suite 1002 McLean, VA 22102 Contact Name: Deborah A. Wiebe Phone: (713) 689-9235 Surety (full legal name): Everest Reinsurance Company Address: 461 Fifth Avenue New York, NY 10007 By: 119 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 37 Richard A Leveroni, Attorney-in Fact Contact Name: Richard A Leveroni Phone: (860) 269-2179 By: [Note: The bond shall be signed by authorized persons. Where such persons are signing in a representative capacity (e.g., an attorney-in-fact), but is not a member of the firm, partnership, or joint venture, or an officer of the legal entity involved, evidence of authority to sign must be furnished and a Power of Attorney attached.] 120 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 38 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. (AFFIX NOTARIAL SEAL) ______________________________________ NOTARY PUBLIC 121 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 39 ATTACHMENT 4 ELP/SR-91 (PHASE 1) PAYMENT BOND FORM EXHIBIT 12-B ELP/SR-91 (PHASE 1) PAYMENT BOND [NTD: APPROACH TO BE DISCUSSED WITH KAPSCH AND REVISED ACCORDINGLY.] Contract No. _______________________ Bond No. _______________________ KNOW ALL WHO SHALL SEE THESE PRESENTS: THAT WHEREAS, The Riverside County Transportation Commission, a public entity of the State of California (“RCTC”), has awarded to Kapsch TrafficCom USA, Inc., a corporation organized under the laws of Delaware (formerly Kapsch TrafficCom Transportation NA, Inc., a Michigan corporation) (“Principal”) a contract to design, implement assistance service patrol and traffic management system (“Toll Services”) for the I-15 Express Lanes and I-15/SR-91 Connector Project; AND WHEREAS, Principal and RCTC have entered into a Toll Services Contract (as amended, the “Contract”) dated as of January 26, 2017 to provide Toll Services in accordance with the terms of the Contract; AND WHEREAS, it is one of the conditions of the Contract that these presents shall be executed; NOW THEREFORE, We the undersigned Principal and Everest Reinsurance Company (the “Surety”), an admitted surety insurer in the State of California, are firmly bound and held unto RCTC, in the sum of [_____] ($[____]) (“Bonded Sum”) good and lawful money of the United States of America for the payment whereof, well and truly to be paid to RCTC, we bind ourselves, our heirs, successors, executors, administrators, and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THE FOREGOING OBLIGATION IS SUCH THAT: 1. The Contract is incorporated by reference in this Bond. Unless the context otherwise requires, capitalized terms used but not separately defined in this Bond have the meaning given to them in the Contract. 2. If Principal, its Subcontractors, heirs, successors, executors, administrators or assigns, shall fail to pay: (a) any of the persons named in Civil Code section 9100 involved in performance of the ELP D&D Work, the CSC Commencement Period Toll Services, the SR-91 (Phase 1) D&D Work or the SR-91 Pre-ELP O&M Work as provided in the Contract, 122 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 40 (b) or any amounts due under the Unemployment Insurance Code with respect to the ELP D&D Work, the CSC Commencement Period Toll Services, the SR-91 (Phase 1) D&D Work or the SR-91 Pre-ELP O&M Work; or, (c) any amounts required to be deducted, withheld and paid over to Franchise Tax Board from the wages of employees of the Principal and its Subcontractor pursuant to Revenue and Taxation Code Section 18662 et seq. with respect to such labor; or (d) anyone required to be paid by law, 3. then Surety shall pay for the same in an amount not to exceed the Bonded Sum; otherwise this obligation shall be null and void; otherwise it shall remain in full force and effect. In case suit is brought upon this Bond, the Surety will pay reasonable attorney's fee to be fixed by the court. 4. This Bond shall inure to the benefit of any of the persons named in Civil Code Section 9100 or anyone required to be paid by law under the Contract so as to give a right of action to such persons or their assigns in any suit brought upon this Bond. 5. This Bond covers all of the Principal’s payment obligations under the Contract for the ELP D&D Work, the CSC Commencement Period Toll Services, the SR-91 (Phase 1) D&D Work and the SR-91 Pre-ELP O&M Work, as set forth in the Contract. 6. The Surety agrees that no change, extension of time, alterations, additions, omissions or other modifications of the terms of the Contract, or in the work to be performed with respect to the ELP D&D Work, the CSC Commencement Period Toll Services, the SR-91 (Phase 1) D&D Work or the SR-91 Pre-ELP O&M Work, or in the specifications or plans, or any change or modification of any terms of payment or extension of time for any payment pertaining or relating to the Contract, or any rescission or attempted rescission of the Contract or this Bond, or any conditions precedent or subsequent in this Bond attempting to limit the right of recovery of RCTC seeking to recover from this Bond, or any fraud practiced by any other person other than RCTC seeking to recover from this Bond, shall in any way affect its obligations on this Bond, and it hereby waives notice of such changes, extension of time, alterations, additions, omissions or other modifications. 7. This bond shall inure to the benefit of the persons named in Civil Code section 9100 so as to give a right of action to such persons and their assigns in any suit brought upon this bond. IN WITNESS WHEREOF, we have hereunto set our hands and seals on this at ____________ ___________________________ on this ________ day of___________________, A.D., 2018. PRINCIPAL: KAPSCH TRAFFICCOM USA, INC. By: Name: Alfredo Escriba Title: President Address: 1390 Piccard Drive, Suite 200 Rockville, MD 20850 123 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 41 Contact Name: Deborah A. Wiebe Phone: (713) 689-9235 By: Name: Michael Hofer Title: Chief Financial Officer Address: 8201 Greensboro Drive, Suite 1002 McLean, VA 22102 Contact Name: Deborah A. Wiebe Phone: (713) 689-9235 Surety (full legal name): Everest Reinsurance Company Address: 461 Fifth Avenue New York, NY 10007 By: Richard A Leveroni, Attorney-in Fact Contact Name: Richard A Leveroni Phone: (860) 269-2179 [Note: The bond shall be signed by authorized persons. Where such persons are signing in a representative capacity (e.g., an attorney-in-fact), but is not a member of the firm, partnership, or joint venture, or an officer of the legal entity involved, evidence of authority must be furnished and a Power of Attorney attached.] 124 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 42 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. (AFFIX NOTARIAL SEAL) ______________________________________ NOTARY PUBLIC 125 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 43 ATTACHMENT 5 SR-91 (PHASE 1) BASELINE SCHEDULE TBD 126 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 44 ATTACHMENT 6 SR-91 (PHASE 1) ROW 127 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 45 ATTACHMENT 7 SR-91 (PHASE 1) REFERENCE DOCUMENTS 1) SR-91 Express Lanes As-Built Drawings 128 AGENDA ITEM 10 Agenda Item 10 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: June 25, 2018 TO: Western Riverside County Programs and Projects Committee FROM: David Thomas, Toll Program Manager THROUGH: Michael Blomquist, Toll Program Director SUBJECT: Construction Agreement with Riverside Construction Company, Inc. for the Northmoor Drive Soundwall STAFF RECOMMENDATION: This item is for the Committee to: 1) Award Agreement No. 18-31-141-00 to Riverside Construction Company, Inc. (Riverside Construction), as the lowest responsive, responsible bidder, for the construction of the Northmoor Drive Soundwall project (Project) in the amount of $1,705,000, plus a contingency amount of $170,500 for a total amount not to exceed $1,875,500; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director, or designee, to approve contingency work pursuant to the agreement terms up to the total amount; and 4) Forward to the Commission for final action. BACKGROUND INFORMATION: The State Route 91 Corridor Improvement Project (SR-91 CIP) required the construction of soundwalls throughout the length of the project. One such instance was the construction of Soundwall #103B which is located along eastbound SR-91 adjacent to the outside shoulder and just west of the Serfas Club eastbound off-ramp (see Attachment 2). After construction of the SR-91 CIP, staff received several complaints from residents on Northmoor Drive adjacent to Soundwall #103B, concerning the increase in freeway noise at their homes. Staff investigated the residents’ complaints and confirmed that Soundwall #103B was built according to plan and environmental commitments. The site conditions, however, merited consideration for extending the height of the soundwall that was constructed. Several of the homes along Northmoor Drive (behind the soundwall) are situated at a higher elevation than SR-91. Prior to the SR-91 CIP, an existing soundwall provided noise attenuation at this location further away from the homes and also blocked the visibility of traffic. The SR-91 CIP widening constructed the new soundwall closer to the homes. Due to the cross-slope required for the widening, the new soundwall sits at a lower elevation than the previous soundwall. Even though the new soundwall was built to the maximum height (14 feet) possible 129 Agenda Item 10 according to Caltrans standards, there remains at this location the appearance of a dip of the wall and traffic is now visible from the homes. Caltrans protocol for soundwall design is to intersect the line of sight from homes to a truck exhaust stack on the highway. This protocol was not achieved with the original construction of Soundwall #103B. Staff and its consultants discussed possible options to increase the height of the wall and received approval from Caltrans to extend the height beyond Caltrans standards due to the unique site conditions. A special design was developed to increase the height of the top of the new wall by two to five feet, for a length of approximately 640 feet. These limits were established to meet Caltrans line of sight criteria. The heightened wall would require a structural retrofit of the existing wall footing, expanding it an additional two feet and a strengthening of the existing masonry block wall. Staff directed its Project Construction Manager to develop the plans and specifications for the heightened wall, gain Caltrans concurrence, and put the package out to bid on May 3, 2018. Procurement Process On May 3, 2018, the Commission advertised Invitation for Bids (IFB) No. 18-31-141-00 for construction of the Project. A public notice was advertised in the Press Enterprise, and the complete IFB, including all contract documents, was posted on the Commission’s PlanetBids website, which is accessible through the Commission’s website. Electronic mail messages were sent to vendors registered in the Commission’s PlanetBids database that fit the IFB qualifications. Thirty-five firms downloaded the IFB. Eight are located in Riverside County. A pre-bid conference was held at the Commission’s office on May 15, and on June 7, two bids were received and publicly opened. A summary of the bids received is shown in Table A. Table A Construction of Northmoor Drive Sound Wall Bid Summary Firm (In order from low bid to high bid) Bid Amount Engineer’s Estimate $1,062,096 1 Riverside Construction Company, Inc. $1,705,000 2 JRH Construction Company, Inc. $2,077,445 The basis for award for a public works contract is the lowest responsive and responsible bidder as defined by the Commission’s procurement policy and state law. The bid analysis (see Attachment 3) shows the bid amounts of the two bidders and shows the bid unit price, amount, and percent variation from the engineer’s estimate for each bid item. After analyzing the two bids received, staff concluded that Riverside Construction’s bid in the amount of $1,705,000 is the lowest responsive and responsible bid received for the Project. 130 Agenda Item 10 Although the lowest responsible bid is higher than the engineer’s estimate, the bids were analyzed for any irregularities or omissions and reasoning for the difference from the engineer’s estimate. It was determined the higher cost was due to the unique work involved in the retrofit and strengthening of the existing foundation and wall, the small size of the overall work effort, the location of the work site, and the conditions involved in working adjacent to freeway traffic. Staff recommends award of Agreement No. 18-31-141-00 for the construction of the Project to Riverside Construction in the amount of $1,705,000 plus a contingency amount of $170,500, to fund potential change orders and supplemental work, for a total amount not to exceed $1,875,500. Further, authorization is requested for the Chair or Executive Director to execute the agreement 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. Financial Information In Fiscal Year Budget: Yes Year: FY 2018/19 Amount: $1,875,500 Source of Funds: 2009 Measure A Western County Highway funds and/or commercial paper proceeds Budget Adjustment: No GL/Project Accounting No.: 003028 81401 00000 0000 262 31 81401 Fiscal Procedures Approved: Date: 06/14/2018 Attachments: 1) Draft Agreement No. 18-31-141-00 2) Location Map 3) RCTC Bid Analysis 131 Contract-1 17336.0601K\29695231.1 RIVERSIDE COUNTY TRANSPORTATION COMMISSION ************** CONTRACT ************** NORTHMOOR DRIVE SOUND WALL - HEIGHTEN AN EXISTING SOUND WALL AND AUGMENT THE ASSOCIATED RETAINING WALL 103B FOUNDATION ADJACENT TO EAST BOUND STATE ROUTE 91, WEST OF SERFAS CLUB DRIVE, IN THE CITY OF CORONA, CA RCTC Agreement No. 18-31-141-00 May 3, 2018 BETWEEN RIVERSIDE COUNTY TRANSPORTATION COMMISSION AND RIVERSIDE CONSTRUCTION COMPANY, INC. ATTACHMENT 1 132 Contract-2 17336.0601K\29695231.1 NORTHMOOR DRIVE SOUND WALL - HEIGHTEN AN EXISTING SOUND WALL AND AUGMENT THE ASSOCIATED RETAINING WALL 103B FOUNDATION ADJACENT TO EAST BOUND STATE ROUTE 91, WEST OF SERFAS CLUB DRIVE, IN THE CITY OF CORONA, CA RCTC AGREEMENT NO. 18-31-141-00 1. PARTIES AND DATE. This Contract is made and entered into this ____ day of ____________, 2018 by and between the Riverside County Transportation Commission (hereinafter called the "Commission") and Riverside Construction Company, Inc. (hereinafter called the "Contractor"). This Contract is for that Work described in the Contract Documents entitled NORTHMOOR DRIVE SOUND WALL - HEIGHTEN AN EXISTING SOUND WALL AND AUGMENT THE ASSOCIATED RETAINING WALL 103B FOUNDATION ADJACENT TO EAST BOUND STATE ROUTE 91, WEST OF SERFAS CLUB DRIVE, IN THE CITY OF CORONA, CA 2. RECITALS. 2.1 The Commission is a County Transportation Commission organized under the provisions of Sections 130000, et seq. of the Public Utilities Code of the State of California, with power to contract for services necessary to achieving its purpose; 2.2 Contractor, in response to a Notice Inviting Bids issued by Commission on May 3, 2018, has submitted a bid proposal to construct NORTHMOOR DRIVE SOUND WALL - HEIGHTEN AN EXISTING SOUND WALL AND AUGMENT THE ASSOCIATED RETAINING WALL 103B FOUNDATION ADJACENT TO EAST BOUND STATE ROUTE 91, WEST OF SERFAS CLUB DRIVE, IN THE CITY OF CORONA, CA 2.3 Commission has duly opened and considered the Contractor's bid proposal and duly awarded the bid to Contractor in accordance with the Notice Inviting Bids and other Bid Documents. 2.4 Contractor has obtained, and delivers concurrently herewith, Performance and Payment Bonds and evidences of insurance coverage as required by the Contract Documents. 3. TERMS. 3.1 Incorporation of Documents. This Contract includes and hereby incorporates in full by reference this Contract and the following Contract Documents provided with the above referenced Notice Inviting Bids, including 133 Contract-3 17336.0601K\29695231.1 all exhibits, drawings, specifications and documents therein, and attachments thereto, all of which, including all addendum thereto, are by this reference incorporated herein and made a part of this Contract: a. NOTICE INVITING BIDS b. INSTRUCTIONS TO BIDDERS c. CONTRACT BID FORMS d. FORM OF CONTRACT e. PAYMENT AND PERFORMANCE BOND FORMS f. ESCROW AGREEMENT FOR SECURITY DEPOSITS g. CONTRACT APPENDIX PART "A" - Regulatory Requirements and Permits PART "B" – General Conditions PART "C" – Special Provisions PART "D" - Contract Plans h. ADDENDUM NO.(S) 1 3.2 Contractor's Basic Obligation. Contractor promises and agrees, at his own cost and expense, to furnish to the Commission all labor, materials, tools, equipment, services, and incidental and customary work to construct NORTHMOOR DRIVE SOUND WALL - HEIGHTEN AN EXISTING SOUND WALL AND AUGMENT THE ASSOCIATED RETAINING WALL 103B FOUNDATION ADJACENT TO EAST BOUND STATE ROUTE 91, WEST OF SERFAS CLUB DRIVE, IN THE CITY OF CORONA, CA. Notwithstanding anything else in the Contract Documents, the Contractor shall complete the Work for a total of One Million Seven Hundred Five Thousand Dollars ($1,705,000), as specified in the bid proposal and pricing schedules submitted by the Contractor in response to the above referenced Notice Inviting Bids. Such amount shall be subject to adjustment in accordance with the applicable terms of this Contract. All Work shall be subject to, and performed in accordance with the above referenced Contract Documents. 3.3 Period of Performance. Contractor shall perform and complete all Work under this Contract (excluding plant establishment work) within 90 working days of the effective date of the Notice to Proceed, and in accordance with any completion schedule developed pursuant to provisions of the Contract Documents. Contractor agrees that if such Work is not completed within the aforementioned periods, liquidated damages will apply as provided by the applicable provisions of the General Conditions, found in Part "B" of the Contract Appendix. The amount of liquidated damages shall equal five hundred dollars ($500.00) for each day or fraction thereof, it takes to complete the Work, or specified portion(s) of the Work, over and above the number of days specified herein or beyond the Project Milestones established by approved Construction Schedules. 134 Contract-4 17336.0601K\29695231.1 3.4 Commission's Basic Obligation. Commission agrees to engage and does hereby engage Contractor as an independent contractor to furnish all materials and to perform all Work according to the terms and conditions herein contained for the sum set forth above. Except as otherwise provided in the Contract Documents, the Commission shall pay to Contractor, as full consideration for the satisfactory performance by the Contractor of services and obligation required by this Contract, the above referenced compensation in accordance with Compensation Provisions set forth in the Contract Documents. 3.5 Contractor's Labor Certification. Contractor maintains that he is aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Work. A certification form for this purpose is attached to this Contract as Exhibit “A” and incorporated herein by reference, and shall be executed simultaneously with this Contract. 3.6 Successors. The parties do for themselves, their heirs, executors, administrators, successors, and assigns agree to the full performance of all of the provisions contained in this Contract. Contractor may not either voluntarily or by action of law, assign any obligation assumed by Contractor hereunder without the prior written consent of Commission. 3.7 Notices. All notices hereunder and communications regarding interpretation of the terms of the Contract or changes thereto shall be provided by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid and addressed as follows: Contractor: Commission: Riverside Construction Company, Inc. Riverside County Transportation Commission 4225 Garner Rd. P.O. Box 12008 Riverside, CA 92501 Riverside, California 92502-2208 Attn: Donald Pim Attn: Executive Director Any notice so given shall be considered received by the other party three (3) days after deposit in the U.S. Mail, first class postage prepaid, addressed to the party at the above address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 135 Contract-5 17336.0601K\29695231.1 RIVERSIDE CONSTRUCTION RIVERSIDE COUNTY COMPANY, INC. TRANSPORTATION COMMISSION By: ______________________ By: _________________________ Name Anne Mayer Riverside County Transportation Commission ______________________ Title Tax I.D. Number: APPROVED AS TO FORM: By: _________________________ Best Best & Krieger LLP Counsel, RCTC 136 17336.0601K\29695231.1     EXHIBIT “A” CERTIFICATION LABOR CODE - SECTION 1861 I, the undersigned Contractor, am aware of the provisions of Section 3700 et seq. of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of the Code. I agree to and will comply with such provisions before commencing the Work governed by this Contract. CONTRACTOR: Name of Contractor: Riverside Construction Company, Inc. By: _______________________________ Signature _______________________________ Name _______________________________ Title _______________________________ Date 137 Corona Coronita Corona Coronita ·|}þ91 COLONIAL DRSERFAS CLUB DRAUTOCENTERDRW ARDLOW RDP O M O N A R D NO R T H M O O R D R HWY 91 PA L I S A D E S D R FRONTAGER D MONTEREY PENINSULA D R R E S E A R C H D R F 0 0.05 0.10.025 Miles Project Retaining WallImprovements City BoundaryFigure 2 Source: ESRI; Parsons 2017 Map Updated On: 4/2/2018 SR-91 Corridor Improvement ProjectRW No. 103B Revalidation EA 08-0F540138 Riverside Construction Co.>EE(%)JRH Construction Co., Inc>EE(%)Average of All Bidders>EE(%)EE1Mobilization-Demobilization150,000$ 191%125,219$ 143%137,610$ 167%51,467$ 2Traffic Control75,000$ 16%153,032$ 138%114,016$ 77%64,390$ 3Earthwork125,000$ 37%203,143$ 123%164,072$ 80%91,016$ 4Foundation Modifications250,000$ 2%460,254$ 88%355,127$ 45%245,401$ 5Remove & Replace Masonry Block155,000$ 107,634$ 131,317$ 6Additional Masonry Block65,000$ 137,181$ 101,091$ 7Sound Wall Strengthening835,000$ 118%830,901$ 117%832,951$ 118%382,435$ 8Architectural Treatment50,000$ -18%30,661$ -50%40,331$ -34%61,206$ TOTAL1,705,000$ 54%2,048,025$ 85%1,876,515$ 70%1,104,296$ 208,382$ 6%17%12%ATTACHMENT 3 139 AGENDA ITEM 11 Agenda Item 11 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: June 25, 2018 TO: Western Riverside County Programs and Projects Committee FROM: Alex Menor, Capital Projects Manager THROUGH: Marlin Feenstra, Project Delivery Director SUBJECT: CEQA Re-Validation and Addendum; Agreement with Jacobs Engineering Group, Inc. for the Sweeney Mitigation Site of the Mid County Parkway Project STAFF RECOMMENDATION: This item is for the Committee to: 1) Adopt Resolution No. 18-013, “Resolution of the Riverside County Transportation Commission Adopting an Addendum to the Previously Certified Environmental Impact Report (SCH #2004111103) for the Mid County Parkway and Approving the Proposed Changes to the Mid County Parkway Associated with the Addition of the Sweeney Mitigation Site and Approving a Contract for Associated Plans”; 2) Award sole source Agreement No. 18-31-147-00 with Jacobs Engineering Group, Inc. (Jacobs) for preparation of plans, specifications and estimates (PS&E) of construction documents and construction support services for the Sweeney mitigation site in the amount of $295,844, plus a contingency amount of $29,584, for a total amount not to exceed $325,428; 3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 4) Authorize the Executive Director or designee to approve the use of the contingency amount as may be required for these services; and 5) Forward to the Commission for final action. BACKGROUND INFORMATION: The Mid County Parkway (MCP) project has been under development by the Commission since 2002. The purpose of the MCP project is to provide a transportation facility that would effectively and efficiently accommodate regional west-east movement of people, goods, and services between and through the cities of Perris (Perris) and San Jacinto (San Jacinto). The Commission is the project proponent and the lead agency under the California Environmental Quality Act (CEQA) and has adopted guidelines for implementing the mitigation required by CEQA and the National Environmental Policy Act (NEPA). The Federal Highway Administration (FHWA) is the lead agency under NEPA, with Caltrans acting as its agent and providing oversight for the NEPA process. 140 Agenda Item 11 In April 2015, the Commission adopted Resolution No. 15-006 to certify the final environmental impact report (FEIR), adopt findings pursuant to CEQA, adopt a mitigation monitoring and reporting program, adopt a statement of overriding considerations, and approve the MCP project. The Commission, FHWA, and Caltrans approved the FEIR/final environmental impact statement (FEIS) and the Final Environmental Document (ED) under NEPA/CEQA on April 15, 2015. The Project Approval/ED phase of the MCP project was completed with a Record of Decision approved by FHWA on August 17, 2015. The mitigation for the impacts of the MCP project on biological resources includes acquisition of habitat to satisfy requirements of the Western Riverside County Multi-Species Habitat Conservation Plan (MSHCP). In addition, mitigation for impacts of the project on waters of the United States is required in the form of wetland resources. In December 2015, the Commission purchased 154.3 acres of land (referred to as the Sweeney parcel), 130 acres of which satisfied 93 percent of the MSHCP habitat requirements for the entire MCP project. A search for the required wetland resources for impacts to waters of the U.S. was undertaken, which revealed that suitable land is unavailable, or would require infeasible restoration efforts. Therefore, to meet this obligation, it is proposed to create 10.26 acres of wetlands resources by grading a portion of property already acquired by the Commission, to enhance and expand the 10-year floodplain of the San Jacinto River, preserving and planting with the required types of vegetation to meet the required mitigation acres. This requires an environmental revalidation and addendum. DISCUSSION: Environmental Re-Validation and Addendum (CEQA): Minor changes are proposed to slightly modify the MCP’s footprint and right of way (see Attachment 2) by: 1) Adding a 154.3 acre site (Sweeney mitigation site) to the MCP’s 1,327.2 acre footprint for the Section 404 Nationwide Permit mitigation and to enhance and expand the 10-year floodplain east of the San Jacinto River by removing the existing earthen berm along the active channel, lowering the elevation, and revegetating portions of the Sweeney mitigation site with native species; and 2) Expanding the MCP right-of-way along the northern boundary of the Sweeney mitigation site by 1.52 acres to account for utility relocation necessary to construct the MCP. Staff completed the environmental Re-evaluation (NEPA) and Re-validation/Addendum (CEQA) for the Sweeney mitigation site acquired for the mitigation requirements of the MCP Project (see 141 Agenda Item 11 Attachment 3). As described in the Re-validation form, because the proposed changes are minor and would not result in any new significant or substantially increased significant effects, an addendum to the FEIR is appropriate. Staff now recommends adoption of the CEQA Re-validation findings and addendum to the FEIR. After the Commission adopts the CEQA Re-Validation and Addendum to the FEIR, work will need to be done on the Sweeney mitigation site to enhance and expand the 10-year floodplain east of the river by removing the earthen berm along the active channel, lowering the elevations of the Sweeney mitigation site, and revegetating portions of the site with native species. To achieve this work, staff will need to procure PS&E, construction management, and construction contracts. Sole Source Contract: At its March 8, 2017 meeting, the Commission approved an amendment to the MCP agreement with Jacobs to continue to perform Phase III post EIR/EIS closeout tasks through the permitting process, conduct work to implement required mitigation measures, and respond to information and provide non-legal technical support to the Commission and its legal counsel. Jacobs continues to provide engineering support to respond to public requests for information, as well as coordination with U.S. Army Corps of Engineers, U.S. Fish and Wildlife Service, California Department of Fish and Wildlife, and Western Riverside County Regional Conservation Agency (RCA) on identification, acquisition, and transfer of mitigation properties to RCA under the MSHCP. Jacobs also provides non-legal technical support to the Commission for the legal challenges to the environmental approvals of the MCP project and provides traffic engineering, hydraulic analysis, geotechnical services, surveying, and cost estimating for right of way acquisition and design phases. Currently, Jacobs continues to work on all the engineering needs for the acquisition of mitigation commitments for the project. Because of Jacobs working experience and familiarity with all aspects of the MCP, staff recommends that the Commission approve this sole source agreement with Jacobs. Jacobs submitted a cost estimate for $295,844 for the preparation of PS&E for construction documents and construction support services for the Sweeney mitigation site, which staff determined to be fair and reasonable. Once the PS&E documents are complete, staff will proceed with the procurement process for the construction of the Sweeney mitigation site. Accordingly, staff recommends Commission approval of sole source Agreement No. 18-31-147-00 with Jacobs for an amount of $295,844, plus a contingency amount of $29,584, for a total contract amount of $325,428. Further, staff requests authorization for the Chair or Executive Director to execute the agreement 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. Staff will return to the Commission to obtain approvals for construction management and construction contract at a later date. 142 Agenda Item 11 Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2018/19 FY 2019/20+ Amount: $250,000 $ 75,428 Source of Funds: Transportation Uniform Mitigation Fee- Community Environmental Transportation Acceptability Process funds, 2009 Measure A Western County New Corridors funds Budget Adjustment: No N/A GL/Project Accounting No.: 002320 81102 00000 0000 210 73 81101 ($250,000) 002320 81304 00000 0000 210 73 81301 ($75,428) Fiscal Procedures Approved: Date: 06/18/2018 Attachments: 1) Resolution No. 18-013 2) MCP Project Map 3) CEQA Re-Validation Form/Addendum 4) Draft Agreement No. 18-31-147-00 with Jacobs 143 RESOLUTION NO. 18-013 A RESOLUTION OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION ADOPTING AN ADDENDUM TO THE PREVIOUSLY CERTIFIED ENVIRONMENTAL IMPACT REPORT (SCH #2004111103) FOR THE MID COUNTY PARKWAY AND APPROVING THE PROPOSED CHANGES TO THE MID COUNTY PARKWAY ASSOCIATED WITH THE ADDITION OF THE SWEENEY MITIGATION SITE AND APPROVING A CONTRACT WITH JACOBS ENGINEERING GROUP, INC. FOR ASSOCIATED PLANS WHEREAS, in April 2015, the Riverside County Transportation Commission (Commission) adopted Resolution No. 15-006 to certify an environmental impact report (EIR), adopt finding under the California Environmental Quality Act (CEQA), adopt a mitigation monitoring and reporting program (MMRP), adopt a statement of overriding considerations, and approve the Mid County Parkway project (MCP) to construct a west-east transportation facility in western Riverside County between Interstate 215 in the west and State Route 79 in the east; and WHEREAS, review of the MCP was also conducted under the National Environmental Policy Act (NEPA) by the Federal Highway Administration (FHWA) in conjunction with the California Department of Transportation (Caltrans), and the environmental impact statement and MCP were approved in August 2015; and WHEREAS, minor changes have now been proposed to the MCP to slightly modify the MCP footprint and right of way by: (1) adding a 154.3 acre site (Sweeney Mitigation Site) to the MCP’s 1,327.2 acre footprint for the Section 404 Nationwide Permit mitigation and to enhance and expand the 10-year floodplain east of the San Jacinto River by removing the existing earthen berm along the active channel, lowering the elevation, and revegetating portions of the Sweeney Mitigation Site with native species, and (2) expanding the MCP right-of-way along the northern boundary of the Sweeney Mitigation Site by 1.52 acres to account for utility relocation necessary to construct the MCP (Modified MCP); and WHEREAS, the Modified MCP is expected to improve floodplain functions, surface water storage and native habitat functions, and will also mitigate MCP effects to special-status species as required under the MCP Western Riverside County Multiple Species Habitat Conservation Plan Consistency Determination Including Determination of Biologically Equivalent or Superior Preservation Analysis; and WHEREAS, under CEQA, when taking subsequent discretionary actions in furtherance of a project for which an EIR has been certified, the lead agency is required to review any changed circumstances to determine whether any of the circumstances under Public Resources Code section 21166 and State CEQA Guidelines section 15162 require additional environmental ATTACHMENT 1 144 review; and WHEREAS, in accordance with CEQA, RCTC analyzed all potential environmental effects associated with the Modified MCP and determined that none of the conditions described in State CEQA Guidelines section 15162 or Public Resources Code section 21166 have occurred; rather, consistent with State CEQA Guidelines section 15164, subdivision (a), RCTC determined that an Addendum to the EIR should be prepared; and WHEREAS, in collaboration with Caltrans, RCTC prepared an addendum to the EIR (Exhibit A); and WHEREAS, under a current contract with RCTC, Jacobs Engineering Group, Inc. (Jacobs) provides engineering support to respond to public requests for information, as well as coordination with other agencies on identification, acquisition, and transfer of mitigation properties to RCA under the MSHCP; and WHEREAS, Jacobs also works for RCTC on the engineering needs for the acquisition of mitigation commitments for the MCP; and WHEREAS, because of Jacobs experience and familiarity with all aspects of the MCP, staff recommends that the Commission approves the proposed sole source agreement with Jacobs related to the Modified MCP (Exhibit B); and WHEREAS, this matter came before the Commission at a regularly scheduled public meeting, at which the Commission carefully considered all information pertaining to the Modified MCP, including the staff report, the Addendum together with the EIR, and all of the information, evidence, and testimony presented at its public meeting; and WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred; NOW, THEREFORE, THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Recitals. The recitals above are true and correct and are incorporated in to this Resolution by reference as findings of fact. Section 2. Compliance with the Environmental Quality Act. In considering the Modified MCP, the Commission has considered the EIR for the MCP (State Clearinghouse Number 2004111103), which was certified by the Commission on April 8, 2015, and the Addendum thereto, along with all oral and written comments received and the administrative record (the Record). The Commission hereby finds and determines that the Record contains a complete and accurate reporting of the environmental impacts of the Modified MCP and the MCP as a whole, the impacts of which were fully addressed and mitigated (to the extent feasible) in the EIR. The Commission hereby further finds and determines that the Addendum has been completed in compliance with CEQA and the State CEQA Guidelines. The Commission further finds and determines that the Addendum reflects the Commission’s independent judgment. 145 Section 3. Findings on Environmental Impacts. Based on the substantial evidence set forth in the Record, including but not limited to the Addendum, the Commission finds that an Addendum to the EIR is the appropriate document for disclosing the minor changes and additions that are necessary to the EIR to account for the Modified MCP. The Commission finds that none of the conditions under State CEQA Guidelines section 15162 requiring the need for further subsequent environmental review have occurred because the modifications specified in the Addendum: a)do not constitute substantial changes that would require major revisions of the EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; and b)do not constitute substantial changes with respect to the circumstances under which the modifications are administered that would require major revisions of the EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects; and c)do not contain new information of substantial importance that was not known and could not have been known with the exercise of reasonable diligence at the time the EIR was certified showing any of the following: (i) the modifications would have one or more significant effects not discussed in the EIR; (ii) significant effects previously examined would be substantially more severe than shown in the EIR; (iii) mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects, but the Commission declined to adopt such measures; or (iv) mitigation measures or alternatives considerably different from those analyzed in the EIR would substantially reduce one or more significant effects on the environment, but which the Commission declined to adopt. Section 4. Approval of Addendum. The Commission hereby approves and adopts the Addendum to the EIR prepared for the Modified MCP (attached as Exhibit A). Section 5. Approval of the Modified MCP. The Commission hereby approves the Modified MCP. Section 6. Notice of Determination. The Commission directs staff to file a Notice of Determination with the Riverside County Clerk’s Office within five (5) working days of adoption of this Resolution. Section 7. Custodian of Records. The documents and materials that constitute the record of proceedings on which this Resolution and the above findings have been based are located at the Riverside County Transportation Commission, 4080 Lemon Street, 3rd Floor, Riverside, California 92502. Section 8. Approval of Sole Source Contract. The Commission hereby approves the sole source contract with Jacobs for work related to the Modified MCP (attached as Exhibit B). 146 APPROVED AND ADOPTED by the Riverside County Transportation Commission this ___ day of June, 2018. ____________________________ Dana W. Reed, Chair Riverside County Transportation Commission ATTEST: Lisa Mobley, Clerk of the Board Riverside County Transportation Commission 147 Exhibit A (Addendum to EIR) 148 Exhibit B (Contract with Jacobs) 149 ATTACHMENT 2 150 RE-EVALUATION (NEPA)/RE-VALIDATION (CEQA) FORM Page 1 of 11 Revised June 2016 DIST./CO./RTE.08-RIV-MCP; 08-RIV-215 PM/PM PM 0.0/16.3; PM 28.0/34.3 E.A. or Fed-Aid Project No.08-0F3200 Other Project No. (specify)PN 0800000125 PROJECT TITLE Mid County Parkway (MCP) ENVIRONMENTAL APPROVAL TYPE Environmental Impact Report/Environmental Impact Statement and Section 4(f) Evaluation DATE APPROVED April 2015 REASON FOR CONSULTATION (23 CFR 771.129) Check reason for consultation: Project proceeding to next major federal approval Change in scope, setting, effects, mitigation measures, requirements 3-year timeline (EIS only) N/A (Re-Validation for CEQA only) DESCRIPTION OF CHANGED CONDITIONS Briefly describe the changed conditions or new information on page 2. Append continuation sheet(s) as necessary. Include a revised Environmental Commitments Record (ECR) when applicable. NEPA CONCLUSION - VALIDITY Based on an examination of the changed conditions and supporting information: [Check ONE of the three statements below, regarding the validity of the original document/determination (23 CFR 771.129). If document is no longer valid, indicate whether additional public review is warranted and whether the type of environmental document will be elevated.] The original environmental document or CE remains valid. No further documentation will be prepared. The original environmental document or CE is in need of updating; further documentation has been prepared and is included on the continuation sheet(s) or is attached. With this additional documentation, the original ED or CE remains valid. Additional public review is warranted (23 CFR 771.111(h)(3)) Yes No The original document or CE is no longer valid. Additional public review is warranted (23 CFR 771.111(h)(3)) Yes No Supplemental environmental document is needed. Yes No New environmental document is needed. Yes No (If “Yes,” specify type: ________________) CONCURRENCE WITH NEPA CONCLUSION I concur with the NEPA conclusion above. ______________________________________________________________________________ Signature: Vincent Mammano Date Signature: David Bricker Date Federal Highway Administration California Department of Transportation CEQA CONCLUSION: (Only mandated for projects on the State Highway System.) Based on an examination of the changed conditions and supporting information, the following conclusion has been reached regarding appropriate CEQA documentation: (Check ONE of the five statements below, indicating whether any additional documentation will be prepared, and if so, what kind. If additional documentation is prepared, attach a copy of this signed form and any continuation sheets.) Original document remains valid. No further documentation is necessary. Only minor technical changes or additions to the previous document are necessary. An addendum has been or will be prepared and is included on the continuation sheets or will be attached. It need not be circulated for public review. (CEQA Guidelines, §15164) Changes are substantial, but only minor additions or changes are necessary to make the previous document adequate. A Supplemental environmental document will be prepared, and it will be circulated for public review. (CEQA Guidelines, §15163) Changes are substantial, and major revisions to the current document are necessary. A Subsequent environmental document will be prepared, and it will be circulated for public review. (CEQA Guidelines, §15162) (Specify type of subsequent document, e.g., Subsequent FEIR) The CE is no longer valid. New CE is needed. Yes No CONCURRENCE WITH CEQA CONCLUSION I concur with the CEQA conclusion above. ______________________________________________________________________________ Signature: Alex Menor Date Signature: Anne Mayer Date Riverside County Transportation Commission Riverside County Transportation Commission ATTACHMENT 3 151 RE-EVALUATION (NEPA)/RE-VALIDATION (CEQA) FORM Page 2 of 11 Revised June 2016 CONTINUATION SHEET(S) Address only changes or new information since approval of the original document and only those areas that are applicable. Use the list below as section headings as they apply to the project change(s). Use as much or as little space as needed to adequately address the project change(s) and the associated impacts, minimization, avoidance and/or mitigation measures, if any. Changes in project design, e.g., scope change; a new alternative; change in project alignment The scope of the Mid County Parkway (MCP) Project has been changed from what was previously evaluated in the approved Final Environmental Impact Report/Final Environmental Impact Statement (EIR/EIS) and Final Section 4(f) Evaluation (April 2015). Specifically, the Sweeney Mitigation Site (Site) has been added to the project footprint for the Section 404 Nationwide Permit mitigation. The Site adds 154.3 acres (ac) to the 1,327.2 ac of the MCP Project footprint analyzed in the Final EIR/EIS. The Sweeney Mitigation Site is adjacent to the San Jacinto River and currently consists of cropland in Assessor’s Parcel Numbers (APNs) 426-060-001, 426-430-001, and 426-420-001 (Figure 1) in unincorporated Riverside County. The mitigation goals for this Site are to enhance and expand the 10-year floodplain east of the river by removing the earthen berm along the active channel, lowering the elevations of the Site, and revegetating portions of the Site with native species. In doing so, it is expected that the Site will provide some of the historic floodplain functions, including increased flood frequency of adjoining terraces, surface water storage, and improved native habitat functions and values. To accomplish these goals, portion of the Site will be graded level (average slope of 0.0 percent) by removing up to 6 ft of soil in some portions of the Site (typical depth of excavation is approximately 3 ft for most of the Site). These areas will be graded so as to leave some uneven ground to provide suitable microhabitat conditions for a variety of native alkali grassland species, and the graded areas will then be revegetated with native species. In addition, a portion of the site will be excavated to create a 1.5-foot deep ephemeral wetland basin. The final grading plan will be prepared during the development of the Plans, Specifications, and Estimates (PS&E) for the Site. The Site is expected to re-establish 31.6 ac of native alkali grassland and up to 2.2 ac of ephemeral wetland (alkali playa) within an enhanced and expanded 10-year floodplain. The graded slopes east and south of these areas will be considered upland buffer. The total created upland buffer is expected to be approximately 14.1 ac. In order to prevent an increase in the extent of the 100 -year floodplain on parcels south of the Site, a 2 ft tall berm will be constructed south of this graded area to guide floodwater back toward the main river channel. A 15 ft wide access road will be graded around the perimeter of the Sweeney Mitigation Site, ending at the Eastern Municipal Water District (EMWD) easement. The designated road will be a graded dirt road, but will not be graded with a crown nor will its construction utilize any type of gravel or road base. Grading will not occur on the EMWD easement or between the San Jacinto River berm to be removed and 100 ft east of the easement. The Sweeney Mitigation Site will also be utilized as mitigation for MCP Project effects to special-status species as required under the MCP Western Riverside County Multiple Species Habitat Conservation Plan (MSHCP) Consistency Determination Including Determination of Biologically Equivalent or Superior Preservation Analysis (DBESP, September 2014; and DBESP Addendum, October 2014). The Site will provide improved habitat for these species, which include spreading navarretia (Navarretia fossalis), San Jacinto Valley crownscale (Atriplex coronata var. notatior), smooth tarplant (Centromadia pungens ssp. laevis), and Coulter’s goldfields (Lasthenia glabrata ssp. coulteri). Removal of agricultural land use from the Site will reduce the nutrient load and disturbance and, as a result, reduce the competitive advantage of nonnative, weedy species. Grading of portions of the Sweeney Mitigation Site to remove the surface layer of soil will serve to reduce the seedbank of nonnative species and facilitate the establishment of native species. Grading will result in low, generally level ground, but with some unevenness resulting in shallow depressions. These conditions will result in increased ponding of alkali clay and silty soils on the Site, both from direct rainfall and from episodic flooding. With the fine soils, ponding and soil saturation in and around these depressions could last for several days. Such conditions will favor species such as San Jacinto Valley crownscale, Coulter’s goldfields, and spreading navarretia, which are adapted to frequently ponded alkali soils. Following completion of construction of mitigation on site, the entire Site will be conserved in perpetuity 152 RE-EVALUATION (NEPA)/RE-VALIDATION (CEQA) FORM Page 3 of 11 Revised June 2016 through fee title transfer from the Riverside County Transportation Commission (RCTC) to the Western Riverside County Regional Conservation Authority (RCA). The RCA will be responsible for the long-term management of the Site. In addition to the Sweeney Mitigation Site, this Environmental Re-evaluation also addresses an area along the northern boundary of the northern Sweeney mitigation parcel (APN 426-060-001) where the MCP right-of-way will be expanded by 22 ft (for the majority of the parcel) to a maximum width of 50 ft (closer to the Reservoir Avenue interchange). This change will add 1.52 ac of expanded right-of-way for the MCP facility itself. The 22 ft expansion ensures adequate right-of-way is included in the project to account for utility relocation necessary to construct the MCP facility. Please refer to the attached Compensatory Mitigation Plan (CMP; provided as Attachment A), Section 8.3, Sweeney Mitigation Site, for detailed information of the Site and the proposed mitigation plan. Changes in environmental setting, e.g., new development affecting traffic or air quality; The only change to the environmental setting is the addition of 154.3 ac to the MCP Project footprint for the Sweeney Mitigation Site and the expansion of the MCP right-of-way directly adjacent to the Site. Please refer to Section 5.0, Baseline Information for the Site, in the attached CMP for the existing site conditions. Changes in environmental circumstances, e.g., a new law or regulation; change in the status of a listed species. There are no changes in the environmental circumstances that would change the results of the analysis in the previously approved Final EIR/EIS and supporting technical studies. Changes to environmental impacts of the project, e.g., a new type of impact, or a change in the magnitude of an existing impact. Discussions are provided below for all resources. The following discussions are based on the approved Final EIR/EIS, the CMP, and the following supplemental technical documents (attached to this Environmental Re-evaluation): o Attachment B: Supplemental Natural Environment Study (NES)(March 2018) o Attachment C: Supplemental Historic Property Survey Report (HPSR)(May 2018) o Attachment D: Initial Site Assessment (ISA) Technical Memorandum (December 2017) o Attachment E: Geotechnical Data Report (April 2017) o Attachment F: Amendment to the Streamlined Biological Opinion for the Mid County Parkway Project, Riverside County, California (June 2018) Land Use. The Site would be compatible with adjacent land uses of the MCP Project footprint because the land would be in conservation. Once construction of the mitigation Site has been completed, RCTC will transfer the ownership of the Sweeney Mitigation Site to the Western Riverside County RCA. The RCA will be responsible for the long-term management of the Site. RCTC already owns the Site, and no additional Temporary Construction Easement (TCE) or full or partial acquisitions would be required. Therefore, the information in the Final EIR/EIS with regard to land use remains valid. Growth. The Site is proposed for use as a mitigation site for impacts to jurisdictional waters of the United States (U.S.). Therefore, the Site would not result in any local or regional population growth. Because the Site would not result in any growth-related effects, the information in the Final EIR/EIS with regard to growth remains valid. Farmlands/Timberlands. Prior to RCTC’s purchase of the Site in January 2016, the eastern portion of the Site was used as farmlands. The acquisition of this site for mitigation purposes resulted in an increase of 73.90 additional acres of Farmlands of Local Importance, 32.84 additional acres of Prime Farmland, 30.36 additional acres of Farmlands of Statewide Importance and 10.44 additional acres of Unique Farmlands being impacted by the project; total additional designated farmland is now 147.54 ac. When the additional total designated farmland 153 RE-EVALUATION (NEPA)/RE-VALIDATION (CEQA) FORM Page 4 of 11 Revised June 2016 is added to the total amount of 1,042.84 ac of permanent conversion of designated farmland to transportation uses impacted by the project, as noted in Table 3.3.C of the Final EIR/EIS, the total amount of designated farmland impacted by the project would now be 1,190.38 ac. This approximately 0.008 percent increase in impacts is nominal in intensit y, and would not result in any changes to the impacts conclusions or require any additional avoidance, minimization, or mitigation measures. Community Impacts, Relocation, and Environmental Justice. The Site would be used as a mitigation site for impacts to jurisdictional waters of the U.S. and for impacts to sensitive plant and animal species, and would not result in any new acquisitions and/or relocations. Therefore, the information in the Final EIR/EIS with regard to community impacts remains valid. Utilities and Emergency Services. As part of construction of the mitigation Site, a 40 ft wide EMWD easement for a reclaimed water pipe extends along the river, east of the existing berm. Due to concerns of EMWD that grading within or near this area could affect the integrity of the water pipe, there will be no grading within the easement or within a buffer area extending from the east edge of the existing berm to an offset line 100 ft east of the EMWD easement. The avoidance, minimization, and mitigation measures related to utilities and emergency services discussed in the Final EIR/EIS will be implemented to avoid impacting the line and to maintain EMWD access for maintenance. The information in the Final EIR/EIS remains valid, and no additional avoidance, minimization, or mitigation measures are required. Traffic and Transportation/Pedestrian and Bicycle Facilities. The Site would not change the project design or result in any other modifications such as new pedestrian and bicycle facilities that would result in changes to the traffic analysis in the Final EIR/EIS. Therefore, the findings and measures related to traffic and transportation/pedestrian and bicycle facilities in the Final EIR/EIS remain valid. Visual and Aesthetics. Additional grading would be required to construct mitigation at the Site, but this grading would not remove any prominent visual features. The proposed mitigation would not introduce any new structures or other features that would result in additional impacts to visual quality. Therefore, the information in the Final EIR/EIS with regard to visual and aesthetics remains valid. Cultural Resources. The Site was not included and analyzed in the approved Area of Potential Effects (APE) map, the original Historic Property Survey Report (HPSR) and the Supplemental HPSR (2015); therefore, the APE map was revised to add the Site and another Supplemental HPSR (2018) was prepared to identify whether additional historic properties are present within the expanded APE. The additional areas of the APE consist of 139.8 ac of agricultural fields east of the San Jacinto River that are beyond the limits of the original APE map. Based upon previous records searches conducted for the MCP Project and field surveys of the Site conducted in May 2016, no additional historic properties are within the expanded APE. The Site also exhibits low sensitivity and is not in an area where the buried site testing program included in the Discovery and Monitoring Plan for the MCP Project (Attachment D of the October 2014 Memorandum of Agreement) would be implemented. Historical maps show meandering of the San Jacinto River at this location indicating the presence of deposits likely disturbed by fluvial action. Additionally, the Site APE exhibits a large area of introduced fill. However, monitoring of the Site will still be conducted in accordance with the Discovery and Monitoring Plan for cultural resources. Because no additional historic properties are within the expanded APE and the presence of deposits have likely been disturbed by fluvial action, the information in the Final EIR/EIS with regard to cultural resources remains valid. Hydrology and Floodplains. The CMP indicated that the Site is largely within the 100-year floodplain of the San Jacinto River and includes the active river channel that is separated from the floodplain by a berm constructed by previous property owners for protection of past agricultural operations; grading of the Site will involve removing the existing berm east of the San Jacinto River and lowering the Site elevations to enhance and expand the 10-year floodplain. The wetland basin will not result in measurable peak flood attenuation in a 10-year recurrence interval due to the small storage capacity of the wetland basin relative to the area of the San Jacinto River watershed upstream of the Site. For the same reason, there would be no measurable effect of the mitigation Site on flow rate downstream for a 10-year recurrence interval. In order to prevent an increase in the extent of the 100-year floodplain on parcels south of the Site, a 2 ft tall berm will be constructed south of this graded area to guide floodwater back 154 RE-EVALUATION (NEPA)/RE-VALIDATION (CEQA) FORM Page 5 of 11 Revised June 2016 toward the main river channel. Measure FP-1 in the Environmental Commitments Record in the Final EIR/EIS (Appendix F) would modify the Federal Emergency Management Agency (FEMA) Flood Insurance Rate Maps (FIRMS) to reflect the project impacts to 100-year floodplains/ floodways. In addition, the floodplain modifications made as part of the mitigation Site construction would be addressed in the Conditional Letter of Map Revision/Letter of Map Revision (CLOMR/LOMR) required under Measure FP-1. The information in the Final EIR/EIS remains valid, and no additional avoidance, minimization, or mitigation measures are required. Water Quality and Storm Water Runoff. Construction of the Sweeney Mitigation Site would disturb an additional approximately 154.3 ac of soil beyond that analyzed in the Final EIR/EIS, which would increase the potential for construction-related pollutants to reach downstream receiving waters. An updated Storm Water Data Report will be prepared during the PS&E phase for the Site. In addition, project construction would comply with the requirements of the Construction General Permit, which requires preparation of a Storm Water Pollution Prevention Plan (SWPPP) and implementation of best management practices (BMPs) to address pollutants of concern during construction (Measure WQ-1 in the Final EIR/EIS). The eastern portion of the Sweeney Mitigation Site was used as farmlands prior to RCTC’s purchase of the Site in January 2016; therefore, the former farmlands may contain elevated concentrations of pesticides, which would have the potential to affect water quality during construction and operation. However, as discussed in Section 3.13, Hazardous Waste/Materials, of the Final EIR/EIS, the soil would be tested for pesticides and remediated, if necessary, in accordance with the California Department of Transportation (Caltrans) protocol, as well as local, state, and federal regulations (Measure HW -9 in the Final EIR/EIS). Measure HW -9 would address the potential for pesticides to contaminate storm water runoff during construction and floodwaters during operation. With implementation of Measure WQ-1 and Measure HW -9, the conclusions in the Final EIR/EIS related to water quality remain valid and would not require any additional avoidance, minimization, or mitigation measures. Geology, Soils and Seismic, and Topography. As discussed earlier, the Site would not introduce any new structures or other features; however, additional grading would be required to construct the mitigation Site. The Site is flat and maximum depth of the grading would not exceed 6 ft; therefore, the Site would not result in any changes to the impact conclusions or require any additional avoidance, minimization, or mitigation measures. The information in the Final EIR/EIS with regard to geology, soils and seismic, and topography impacts remains valid. Paleontology. As shown in Figure 3.12.1 in the Final EIR/EIS, the Site is located in an area considered to be highly sensitive for encountering paleontological resources . As the depth of most of the excavation is less than 3 ft, it is unlikely that any paleontological resources would be impacted at the Site. However, the maximum depth of grading in some locations would be approximately 6 ft. Therefore, monitoring for paleontological resources will be conducted on a full-time basis where excavation would be more than 3 ft, as required under Measure PAL-1, Paleontological Mitigation Plan, in the Final EIR/EIS. The avoidance, minimization, and mitigation measures related to paleontological resources discussed in the Final EIR/EIS remain applicable to any potential paleontological resource impacts at the Site. No additional avoidance, minimization, or mitigation measures are required. Hazardous Wastes and Materials. Based on the ISA Technical Memorandum (December 2017) prepared for the Site, no known groundwater contamination has occurred within the project area and the general project vicinity, and because groundwater is not anticipated to be encountered during construction activities, groundwater contamination is not considered a potential environmental concern. In addition, the database search conducted indicated that none of the reported off-site hazardous release facilities discussed in the ISA Technical Memorandum appear to be a concern for either soil or groundwater contamination at the Site. Limited soil samples for hazardous materials were collected as part of the Geotechnical Data Report (Kleinfelder 2017) for the Site. The results of analysis of these soil samples are summarized in Section 2.4 (Preliminary Environmental Screening) and the detailed test results are provided in Appendix C (Environmental Laboratory Testing Results) of the Geotechnical Data Report. The results indicated that all samples collected contained no detectable concentrations of total petroleum hydrocarbons (TPH), polychlorinated biphenyls (PCBs) and organochlorine pesticides, with the exception of 4.4 dichlorodiphenyldichloroethylene (4,4-DDE), which was detected in two samples collected at the Site; however, the concentrations of these 155 RE-EVALUATION (NEPA)/RE-VALIDATION (CEQA) FORM Page 6 of 11 Revised June 2016 two samples are at or just slightly above laboratory reporting limits, and are three orders of magnitude below the California Code of Regulations (CCR) Title 22 Total Threshold Limit Concentration of 1 mg/kg (the threshold for classification as a California Hazardous Waste) and the United States Environmental Protection Agency (USEPA) commercial worker Regional Screening Level (RSL). In addition, preliminary screening-level soil testing for organochlorine pesticides and PCBs following USEPA Method 8081A/8082 was conducted. The soil sample results suggested a low likelihood of the presence of these pesticides at levels of environmental concern at the Site; however, this conclusion will be confirmed with implementation of Measure HW -9 in the Final EIR/EIS, which requires soil sampling for pesticides on former agricultural lands; the sampling will be conducted during PS&E for grading of the Site. In addition, each soil sample contained reported concentrations of several analyzed metals, at concentrations that are typically considered background for southern California. Although considered background, detectable arsenic concentrations were present in many of the soil samples (see Appendix C of the Geotechnical Data Report), which are above the commercial/industrial California Department of Toxic Substances Control (DTSC) Screening Level (SL), but below the USEPA commercial worker RSL. Regarding arsenic, regulatory agencies, including the DTSC, have acknowledged arsenic background levels in southern California soils commonly exceed established arsenic human-health risk-based SLs, and reported arsenic concentrations in the soil samples collected are below the upper -bound background arsenic concentration. The arsenic concentrations detected in the soil are also below the arsenic California hazardous waste characterization total threshold limit concentration (TTLC) for arsenic. Although the test results may be considered representative of the boring locations explored, the investigation and testing program is not sufficient to characterize the Site as free of hazardous materials, and additional testing would be conducted prior to construction for waste characterization in accordance with Measures HW -1 (Site Investigations) and HW -2 (Soil Sampling) in the Final EIR/EIS. The Site would not change the conclusions in the Final EIR/EIS related to hazardous waste/materials or require any additional avoidance, minimization, or mitigation measures. Air Quality. The Site is proposed for use as a mitigation site for impacts to jurisdictional waters of the U.S. Short-term degradation of air quality may occur due to the release of particulate emissions generated by various construction activities; however, as discussed in the analysis below, these emissions will not exceed the South Coast Air Quality Management District’s (SCAQMD) daily construction emissions thresholds. The construction operations planned include grading operations that would result in 113,680 cubic yards (cy) of soil excavated and stockpiled, and grading and contouring new wetland area and berm removal that would haul 7,726 cy of material 20 miles. It was assumed that 10 CAT 623 scrapers would be used for grading, each moving 1,100 cy per day for 11 days. It was also assumed that the berm removal would use haul trucks with a 12.7 cy capacity, thus resulting in 608 haul trips spread over 5 days. As shown in Table A, the emissions that would occur from the grading and berm removal operations on a “peak day” would all be less than their corresponding SCAQMD emissions thresholds. Table A: Short-Term Regional Construction Emissions Construction Phase Total Regional Pollutant Emissions (lbs/day) ROG NOX CO SOX Fugitive PM10 Exhaust PM10 Fugitive PM2.5 Grading & Berm Removal 6 74 49 0 8 3 4 SCAQMD Thresholds 75 100 550 150 150 55 Significant Emissions?No No No No No No Source: Compiled by LSA Associates, Inc. (March 2018). Note: PM10 and PM2.5 fugitive emissions assume required dust control measures per SCAQMD Rule 403 would be implemented. 156 RE-EVALUATION (NEPA)/RE-VALIDATION (CEQA) FORM Page 7 of 11 Revised June 2016 CO = carbon monoxide lbs/day = pounds per day NOx = nitrogen oxides PM2.5 = particulate matter less than 2.5 microns in size PM10 = particulate matter less than 10 microns in size ROG = reactive organic compounds SCAQMD = South Coast Air Quality Management District SOx = sulfur oxides The avoidance, minimization, and mitigation measures related to air quality discussed in the Final EIR/EIS remain applicable to any construction activities at the Site, specifically Measures AQ-1 (Fugitive Dust Source Controls), AQ-2 (Mobile and Stationary Source Controls), AQ-4 (Caltrans Standard Specifications for Construction), and AQ -6 (Construction Emissions). Therefore, no new air quality impacts are anticipated as a result of the Site, and no new analysis or measures are needed to address air quality impacts; therefore, the findings of the Final EIR/EIS with regard to air quality remain valid. Noise. Construction of the Site would not result in any change to the forecast traffic volumes and there are no sensitive receptors located near the Site; therefore, the traffic noise analysis results would remain the same. Construction of the Site would result in potential short-term noise impacts. The closest sensitive receptor to the Site, the Nuview Bridge Early College High School, is 1,735 ft away from the Site and would not approach or exceed the Noise Abatement Criteria (NAC). In accordance with Measures N-2 (Construction Noise) and N-3 (Noise Ordinances) in the Final EIR/EIS, construction of the Site would comply with local jurisdiction noise restrictions, as well as Caltrans Standard Specifications Section 14-8.02 and Caltrans Standard Provisions S5-310. The information in the Final EIR/EIS with regard to noise impacts remains valid, and no additional avoidance, minimization, or mitigation measures are required. Natural Communities. The Supplemental Biological Study Area (BSA) for the Site consists of the Sweeney Mitigation Site, an adjacent expansion of 1.52 ac to the MCP right-of-way and a portion of the San Jacinto River. Specifically, the BSA consists of the portions of APNs 426-060- 001, 426-430-001, and 426-420-001 (Sweeney parcels) that are outside of the MCP Project footprint described in the 2011 supplement to the NES, as well as a portion of the San Jacinto River up to approximately 30 ft wide at the west edge of these parcels. Figure 2 of the attached Supplemental NES shows the MCP Project footprint, the expanded right-of-way boundary, the outer boundary of the three Sweeney parcels, and the Supplemental BSA. Vegetation communities in the Supplemental BSA include cropland areas that are dominated by alfalfa and common agricultural weeds, and alkali grassland areas dominated by native and nonnative annuals. The Supplemental BSA has relatively low wildlife usage due to its use as cropland prior to acquisition of the Sweeney parcels in January 2016; however, it provides for some connectivity between the San Jacinto Wildlife Area to the north and undeveloped areas along the San Jacinto River to the south. The San Jacinto River provides a corridor for movement of wildlife such as coyote (Canis latrans) and bobcat (Lynx rufus), as well as smaller mammals and birds. Most of the special-status species potentially present on the Site were discussed previously in the approved 2011 supplement to the NES, and the addition of the Site does not change the likelihood of effect to those species by the MCP Project with the exception of vernal pool fairy shrimp (Branchinecta lynchii), a federally threatened species that is discussed in the Animal Species and the Threatened and Endangered Species sections below. The literature search for the Supplemental BSA also included three additional animal species that were not discussed in the 2011 supplement to the NES, including yellow-headed blackbird (Xanthocephalus xanthocephalus), California glossy snake (Arizona elegans occidentalis), and coastal whiptail (Aspidoscelis tigris stejnegeri). These species are either not expected to be present on the Site due to lack of suitable habitat or, if present, are not expected to be adversely affected by the project due to relatively poor habitat, the small size of the Supplemental BSA, and the relative widespread distribution of each of these species. Spreading navarretia critical habitat is the only critical habitat within the Supplemental BSA. A total of 62.32 ac of the Supplemental BSA lies within the spreading navarretia federally designated critical habitat. Within the 1.52 ac of expanded right-of-way, there will be permanent effects to 0.79 ac of spreading navarretia critical habitat. In addition, the proposed grading and associated construction-related activities required to implement the mitigation Site design will temporarily affect up to 57.33 ac of spreading navarretia critical habitat within the mitigation Site. This area of temporary effect includes all San Jacinto River Alkali Communities within the Site 157 RE-EVALUATION (NEPA)/RE-VALIDATION (CEQA) FORM Page 8 of 11 Revised June 2016 except for 4.20 ac to be protected with Environmentally Sensitive Area (ESA) f encing. The areas of ESA fencing include all occupied spreading navarretia habitat in the Supplemental BSA. San Jacinto River Alkali Communities were mapped as a sensitive resource for the 2011 Supplemental NES. For purposes of mitigation, San Jacinto River Alkali Communities are considered MSHCP Riparian/Riverine areas. Within the Supplemental BSA, the San Jacinto River Alkali Communities are delimited as all Alkali Grassland and Cropland within the San Jacinto River 100-year floodplain. Within the 1.52 ac of expanded right-of-way for the MCP facility, there will be permanent effects to 0.97 ac of San Jacinto River Alkali Communities. In addition, construction of the Sweeney Mitigation Site will temporarily affect up to 86.92 additional acres, which includes all San Jacinto River Alkali Communities within the Supplemental BSA except for 4.20 ac to be protected with ESA fencing. These temporary effects (i.e., the grading required to implement the mitigation Site design), along with preservation of the Site, are expected to result in enhanced habitat function of the Site. Consistent with the 3:1 mitigation ratio addressed in the Mid County Parkway MSHCP Consistency Determination Including Determination of Biologically Equivalent or Superior Preservation Analysis, mitigation for the 0.97 ac of effects will consist of preserving and providing to RCA for conservation 2.92 ac of San Jacinto River Alkali Communities on site as part of the overall Sweeney Mitigation Site. This mitigation is consistent with the requirements of Measure NC-7 (Commitments under the Western Riverside County MSHCP) as listed in the Environmental Commitments Record in the Final EIR/EIS (Appendix F) and the Record of Decision (ROD) (Attachment A); no additional avoidance, minimization, or mitigation measures are required. Wetlands and Other Waters. The Supplemental BSA is within the jurisdiction of the Santa Ana River Basin Regional Water Quality Board (RWQCB), the California Department of Fish and Wildlife (CDFW), and the United States Arm y Corps of Engineers (USACE). Based on the jurisdictional delineation conducted within the Supplemental BSA (see Appendix E of the Supplemental NES), there will be 2.80 ac of temporary effects to CDFW jurisdictional areas and 0.62 ac of temporary effects to non-wetland waters under USACE jurisdiction related to grading activities for construction access and removing the berm east of the San Jacinto River as part of the Section 404 mitigation site design. There will be no permanent effects to existing CDFW or USACE jurisdictional areas. No fill material will be placed in jurisdictional waters, as the project is creating additional potential jurisdictional area for mitigation. Therefore, all effects to the San Jacinto River are temporary in nature and the removal of the existing berm and lowering of the ground elevations through on-site excavation will increase the frequency and extent of on-site flooding. In addition, the change in land use f rom agriculture on the Site to the proposed mitigation site design will allow the Site to develop attributes more characteristic of a natural floodplain, as it was historically. The creation of on-site mitigation will offset temporary effects to jurisdictional waters; therefore, no additional compensatory mitigation will be required. Plant Species. Three special-status plant species were identified as present within the Supplemental BSA: San Jacinto Valley crownscale, a federally listed as endangered species; spreading navarretia, a federally listed as threatened species; and, smooth tarplant, a California Rare Plant Rank (CRPR) 1B species. Habitat value on the Supplemental BSA is currently poor for each of these species due to prior use of the Site as cropland and due to competition from nonnative species. Habitat value for these species is expected to improve following implementation of the mitigation Site design, which provides for removal of the manure- contaminated soils and weed seed bank in the areas of proposed grading, and the creation of conditions more conducive to ponding. For smooth tarplant, Measure PS-1 (Smooth Tarplant) in the MCP Environmental Commitments Record in the Final EIR/EIS (Appendix F) will be implemented to collect seed prior to site grading for use in revegetation on the Site. Therefore, the impacts to plant species on the Sweeney Mitigation Site are consistent with the conclusions in the Final EIR/EIS related to plant species and do not require any additional avoidance, minimization, or mitigation measures. Animal Species. Four special-status animal species, including vernal pool fairy shrimp (branchinecta lynchii), burrowing owl (Athene cunicularia hypugaea), Los Angeles pocket mouse (Perognathus longimembris brevinasus), and Stephens’ kangaroo rat (Dipodomys stephensi), are potentially present on the Supplemental BSA. Burrowing owl, Los Angeles pocket mouse, and Stephens’ kangaroo rat were discussed previously in the Final EIR/EIS. 158 RE-EVALUATION (NEPA)/RE-VALIDATION (CEQA) FORM Page 9 of 11 Revised June 2016 Based on the focused survey results (see Appendix D of the Supplemental NES), construction within the Supplemental BSA is not anticipated to result in any additional project-related effects to Los Angeles pocket mouse. Additional effects to vernal pool fairy shrimp, burrowing owl and Stephens’ kangaroo rat are discussed below. Vernal Pool Fairy Shrimp Due to timing related to the RCTC’s goal to begin construction to implement the Sweeney Mitigation Site design in mid-2019, protocol dry and wet season surveys for vernal pool fairy shrimp were not conducted. Two depressions (.009 ac and .575 ac) were identified within the Supplemental BSA showing evidence of prolonged inundation and the presence of plant species typically found in vernal pools. As a result, vernal pool fairy shrimp are assumed to be present within the Supplemental BSA. Grading associated with the Site will permanently affect 0.16 ac of a portion of the principal watershed area of the larger of the two depressions. No portions of the two depressions potentially occupied by vernal pool fairy shrimp will be directly affected. The 0.16 ac of the one watershed that will be affected is 5.8 percent of the total 2.76 ac of potential habitat (principal watershed area). Proposed grading will avoid both depressions and also avoid nearly all watershed areas associated with those depressions. ESA fencing will be installed around the depressions, with the exception of the area to be graded , thereby avoiding additional effects to the vernal pool fairy shrimp. The habitat will then be preserved when RCTC transfers the Site to the RCA. Because greater than 90 percent of the habitat area (principal watershed) will be preserved, no additional mitigation is required for this species per the requirements of the Western Riverside County MSHCP. Burrowing Owl No evidence of burrowing owl was present during the focused survey. Therefore, given the negative results of the focused survey, no effects are anticipated. However, per the MSHCP, a pre-construction burrowing owl survey will be required within 30 days prior to ground disturbance. If burrowing owls are found to be present, avoidance measures will be conducted as outlined in the MSHCP and as described in detail in the MCP MSHCP Consistency Determination Including Determination of Biologically Equivalent or Superior Preservation Analysis. These avoidance measures may include delimiting an avoidance buffer around active burrows, delaying work in the vicinity of burrows until they are no longer active, or actively or passively relocating the owls. In addition, the avoidance, minimization, and mitigation measures related to burrowing owl (Measures AS-1 to AS-3) included in the Environmental Commitments Record in the Final EIR/EIS (Appendix F) for the project remain applicable to any potential impacts at the Site; therefore, no additional avoidance, minimization, or mitigation measures are required. Stephens’ Kangaroo Rat During the Los Angeles pocket mouse focused survey, Stephens’ kangaroo rat (SKR) was determined to be present within the Supplemental BSA. Within the Supplemental BSA, grading for the mitigation Site design will temporarily affect 4.78 ac of SKR suitable habitat, consisting of alkali grasslands. The remainder of the Supplemental BSA is cropland and is not suitable habitat. Effects are considered temporary because the grading of the Site will remove weedy species and be revegetated with native species that would have a higher likelihood of supporting SKR. Project-related effects to SKR will be offset by implementing the agreements established in the MSHCP, which include the formation of the MSHCP Conservation Area, the MSHCP Construction Guidelines for covered projects, and the MSHCP Standard Best Management Practices, and reducing edge effects to preserved habitat (by following the Guidelines pertaining to the Urban/Wildlands Interface in the MSHCP). The SKR is a covered species under the Habitat Conservation Plan for the Stephens’ Kangaroo Rat (SKR HCP). Because neither the RCTC nor the Federal Highway Administration (FHWA) are permittees under the SKR HCP, incidental take coverage provided to the Riverside County Habitat Conservation Agency (RCHCA) by the SKR HCP can be extended to projects for which the proposed action is consistent with the SKR HCP and its associated implementation agreement and permit. Public works projects, such as roads, are exempt from fee payment. Additionally, construction of transportation improvement projects is identified as a covered activity in the SKR HCP Biological Opinion (1-6-96-FW-27). As discussed in the following section, the USFWS authorized incidental take of up to 199.08 acres of SKR habitat in the June 2018 amendment to the Biological Opinion for the MCP project. 159 RE-EVALUATION (NEPA)/RE-VALIDATION (CEQA) FORM Page 10 of 11 Revised June 2016 Threatened and Endangered Species. The United States Fish and Wildlife Service (USFWS) approved the Biological Opinion for the MCP Project on February 11, 2015. Based upon the effects described above, a streamlined Section 7 consultation process was undertaken to address effects to spreading navarretia, SKR, and vernal pool fairy shrimp. The FHWA has made a preliminary determination that construction of the Sweeney Mitigation Site may affect and is likely to adversely affect SKR. Construction of the Site may affect but is not likely to adversely affect spreading navarretia, critical habitat of spreading navarret ia, or vernal pool fairy shrimp. There will be no effects to San Jacinto Valley crownscale. The FHWA initiated the streamlined Section 7 consultation process with a letter to the USFWS on March 14, 2018. In response to this request, on June 15, 2018, the USFWS issued an Amendment to the Streamlined Biological Opinion for the MCP project. The amendment to the Biological Opinion included the following: o Confirmed the updated impact acreage for spreading navarretia and concluded that the proposed modification of the Sweeney Site “will improve the function of critical habitat and provide a greater long-term conservation value to the species.” o Concluded that direct impacts to vernal pool fairy shrimp are not anticipated and restoration and conservation of the Sweeney Site imparts protection of habitat otherwise diminished in functional value in its current land use condition. o Confirmed that, with the addition of 4.78 acres of occupied SKR habitat on the Sweeney Site to the 194.3 acres impacted by the original footprint of the MCP project, the total MCP project would result in take of SKR of 199.08 acres. Because the original BO did not include an Incidental Take Statement for SKR, the BO Amendment provides for incidental take of up to 199.08 acres of SKR habitat. The Incidental Take Statement requires FHWA and RCTC to monitor and report on compliance with the established take threshold for all SKR habitat associated with the proposed action. The specific terms and conditions listed on page 7 of the BO Amendment are already provided for in Mitigation Measures NC-1, NC-7, and TE-2 in the Environmental Commitments Record of the Final EIR/EIS and for the MCP project. Invasive Species. The California Invasive Plant Council (Cal-IPC) Inventory (Cal-IPC 2017) identifies nonnative plants that are serious problems in wildlands (natural areas that support native ecosystems, including national, state, and local parks, ecological reserves, wildl ife areas, national forests, and Bureau of Land Management lands, etc.). The inventory categorizes plants as High, Moderate, or Limited based on the species’ negative ecological impact in California. The Final EIR/EIS addressed 47 invasive/exotic plant species observed within the BSA for the MCP Project. Of these 47 species, the invasive plant ratings for 7 species are categorized as “High,” 19 species are categorized as “Moderate,” and 21 species are categorized as “Low.” An additional five invasive species that are present within the Supplemental BSA were not included in the Final EIR/EIS; they include tocalote (Centaurea melitensis), black mustard (Brassica nigra), and wild oat (Avena fatua), all categorized as “Moderate;” and kochia (Kochia scoparia) and puncture vine (Tribulus terrestris), categorized as “Limited.” The same impacts and mitigation measures within the Final EIR/EIS will apply to these species as well. Species observed within the Supplemental BSA that are rated as “High” are Mediterranean tamarisk (Tamarix ramosissima) and red brome (Bromus madritensis ssp. rubens). Both were observed in grassland in the western portion of the Supplemental BSA. The construction of the Site may spread invasive species by the entering and exiting of construction equipment contaminated by invasives, the inclusion of invasive species in seed mixtures and mulch, and the improper removal and disposal of invasive species so that its seed is spread along the highway. These impacts are similar to the potential permanent impacts discussed in the Final EIR/EIS. Therefore, the avoidance, minimization, and mitigation measures related to the invasive species (Measures IS-1 to IS-6) in the Final EIR/EIS remain applicable to the potential impacts at the Site, and no additional avoidance, minimization, or mitigation measures are required. Cumulative Impacts. The cumulative impact analysis in Section 3.25 of the Final EIR/EIS concluded that the MCP Project, when combined with the other anticipated cumulative projects, would contribute to a cumulative loss of farmlands, cultural resources, paleontological resources, natural communities, wetlands and other waters, plant species, animal species, and threatened and endangered species. The cumulative impact analysis in the Final EIR/EIS also concluded that the MCP Project would contribute to cumulative noise im pacts. As discussed in 160 RE-EVALUATION (NEPA)/RE-VALIDATION (CEQA) FORM Page 11 of 11 Revised June 2016 the analysis above, the addition of the Sweeney Mitigation Site and the expanded 1.52 ac area for the MCP Project itself would result in a nominal increase in impacts to farmlands, cultural resources, paleontological resources, and noise impacts but would not result in any changes to the impact conclusions or require any additional avoidance, minimization or mitigation measures. For the additional impacts discussed above to natural communities, wetlands and other waters, plant species, animal species, and threatened and endangered species, those impacts are fully mitigated as result of the mitigation provided by the Sweeney Mitigation Site. Therefore, impacts resulting from construction of the Sweeney Mitigation Site and the expanded 1.52 ac area for the MCP Project itself would not change the findings previously presented in the Final EIR/EIS regarding cumulative impacts. Changes to avoidance, minimization, and/or mitigation measures since the environmental document was approved. Based on the analysis conducted for this Environmental Re-evaluation, no new significant impacts or substantially increased impacts will result from the construction of the Sweeney Mitigation Site or from the 1.52 ac expansion of right-of-way for the MCP facility; and no additional avoidance, minimization, or mitigation measures beyond those identified in the MCP Final EIR/EIS are required. As stated above, the amendment to the BO includes terms and conditions required for monitoring and reporting on the incidental take of SKR; however, such monitoring and reporting is already provided for in Mitigation Measures NC-1, NC-7, and TE-2 in the Environmental Commitments Record of the Final EIR/EIS and for the MCP project. Changes to environmental commitments since the environmental document was approved, e.g., the addition of new conditions in permits or approvals. When this applies, append a revised Environmental Commitments Record (ECR) as one of the Continuation Sheets. Because no additional avoidance, minimization, or mitigation measures beyond those identified in the MCP Final EIR/EIS are required, no changes to the Environmental Commitments Record in the Final EIR/EIS (Appendix F) for the MCP Project are required. Conclusion Per 23 Code of Federal Regulations (CFR) 771.130(b)(1), a supplemental EIS is not necessary when the changes to the proposed action, new information, or new circumstances result in a lessening of adverse environmental impacts evaluated in the EIS without causing other environmental impacts that are significant and that were not evaluated in the EIS. The proposed changes would mitigate adverse environmental impacts related to special-status species of the MCP project without causing other environmental impacts that are significant and were not evaluated in the Fin al EIS. Based on the above discussion, construction and operation of the Sweeney Mitigation Site would not result in a substantial increase of adverse environmental impacts or cause new significant impacts that have not already been evaluated in the Final EIS. That is, the proposed changes would not result in any new significant or substantially increased adverse effects. Therefore, a supplemental EIS under NEPA is not required for the Sweeney Mitigation Site. Per California Code of Regulations (CCR) Section 15164, an addendum to a previously certified EIR shall be prepared if some changes or additions are necessary but none of the conditions described in CCR Section 15162 calling for preparation of a subsequent EIR have occurred. Based on the above discussion, construction and operation of the Sweeney Mitigation Site would not result in a substantial increase of adverse environmental impacts or cause new significant impacts that have not already been evaluated in the Final EIR. That is, the proposed changes would not result in any new significant or substantially increased significant effects. Therefore, an addendum to the previously certified Final EIR is appropriate under CEQA. 161 Agreement No. 18-31-147-00 RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT FOR PREPARATION OF PLANS, SPECIFICATIONS AND ESTIMATES (PS&E) SERVICES FOR THE MID COUNTY PARKWAY SWEENEY MITIGATION PROPERTY WITH JACOBS ENGINEERING GROUP INC. 1. PARTIES AND DATE. This Agreement is made and entered into this day of , 2018, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Co- mmission") and JACOBS ENGINEERING GROUP INC. ("Consultant"), a Delaware corporation. 2. RECITALS. 2.1 Consultant desires to perform and assume responsibility for the provision of certain professional consulting services required by Commission on the terms and conditions set forth in this Agreement. Consultant represents that it is a professional consultant, experienced in providing plans, specifications, and estimates (PS&E) services to public clients, is licensed in the State of California, and is familiar with the plans of Commission. 2.2 Commission desires to engage Consultant to render certain consulting services for the Mid County Parkway Sweeney Mitigation Property Project ("Project") as set forth herein. 3. TERMS. 3.1 General Scope of Services. Consultant promises and agrees to furnish to Commission all labor materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately provide professional consulting services and advice on various issues affecting the decisions of Commission regarding the Project and on other programs and matters affecting Commission, hereinafter referred to as "Services". The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state, and federal laws, rules and regulations. DRAFTATTACHMENT 4 162 17336.00000\8752982.2 3.2 Term. The term of this Agreement shall be from the date first specified above to December 31, 2021, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. 3.3 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, the Commission shall respond to Consultant's submittals in a timely manner. Upon request of the Commission, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.4 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant under its supervision. Consultant will determine the means, method and details of performing the Services subject to the requirements of this Agreement. Commission retains Consultant on an independent contractor basis and Consultant is not an employee of Commission. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall not be employees of Commission and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance. 3.5 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of Commission. 3.6 Substitution of Key Personnel. Consultant has represented to Commission that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence and experience upon written approval of Commission. In the event that Commission and Consultant cannot agree as to the substitution of key personnel, Commission shall be entitled to terminate this Agreement for cause, pursuant to provisions of Section 3.16 of this Agreement. The key personnel for performance of this Agreement are as follows: __________________________________. 3.7 Commission’s Representative. Commission hereby designates Executive Director, or his or her designee, to act as its representative for the performance of this Agreement ("Commission’s Representative"). Commission's representative shall DRAFT163 17336.00000\8752982.2 have the power to act on behalf of Commission for all purposes under this Agreement. Consultant shall not accept direction from any person other than Commission's Representative or his or her designee. 3.8 Consultant’s Representative. Consultant hereby designates [___INSERT NAME OR TITLE___], or his or her designee, to act as its representative for the performance of this Agreement ("Consultant’s Representative"). Consultant’s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.9 Coordination of Services. Consultant agrees to work closely with Commission staff in the performance of Services and shall be available to Commission's staff, consultants and other staff at all reasonable times. 3.10 Standard of Care; Licenses. Consultant shall perform the Services under this Agreement in a skillful and competent manner, consistent with the standard generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from Commission, any Services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein, and shall be fully responsible to the Commission for all damages and other liabilities provided for in the indemnification provisions of this Agreement arising from the Consultant’s errors and omissions. 3.11 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to Commission, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold Commission, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. DRAFT164 17336.00000\8752982.2 3.12 Insurance. 3.12.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the Commission that it has secured all insurance required under this section, in a form and with insurance companies acceptable to the Commission. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. 3.12.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) if Consultant has an employees, Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Practices Liability limits of $1,000,000 per accident. 3.12.3 Professional Liability. [___INCLUDE ONLY IF APPLICABLE - DELETE OTHERWISE___] Consultant shall procure and maintain, and require its sub- consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 [___INCREASE IF NECESSARY - OTHERWISE LEAVE AS IS AND DELETE THIS NOTE___] per claim. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. DRAFT165 17336.00000\8752982.2 The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. 3.12.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the Commission to add the following provisions to the insurance policies: (A) General Liability. (i) Commercial General Liability Insurance must include coverage for (1) bodily Injury and property damage; (2) personal Injury/advertising Injury; (3) premises/operations liability; (4) products/completed operations liability; (5) aggregate limits that apply per Project; (6) explosion, collapse and underground (UCX) exclusion deleted; (7) contractual liability with respect to this Agreement; (8) broad form property damage; and (9) independent consultants coverage. (ii) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to this Agreement. (iii) The policy shall give the Commission, its directors, officials, officers, employees, and agents insured status using ISO endorsement forms 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (iv) The additional insured coverage under the policy shall be “primary and non-contributory” and will not seek contribution from the Commission’s insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the Commission, its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the Commission, its directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, its directors, officials, officers, employees and agents shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way. DRAFT166 17336.00000\8752982.2 (C) Workers’ Compensation and Employers Liability Coverage. (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) The insurer shall agree to waive all rights of subrogation against the Commission, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages. (i) Defense costs shall be payable in addition to the limits set forth hereunder. (ii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth herein shall be available to the Commission, its directors, officials, officers, employees and agents as additional insureds under said policies. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. (iii) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the Commission (if agreed to in a written contract or agreement) before the Commission’s own insurance or self-insurance shall be called upon to protect it as a named insured. The umbrella/excess policy shall be provided on a “following form” basis with coverage at least as broad as provided on the underlying policy(ies). (iv) Consultant shall provide the Commission at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the Commission at least ten (10) days prior to the effective date of cancellation or expiration. DRAFT167 17336.00000\8752982.2 (v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims- made policy with a retroactive date subsequent to the effective date of this Agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the Commission, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (vii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Commission has the right but not the duty to obtain the insurance it deems necessary and any premium paid by Commission will be promptly reimbursed by Consultant or Commission will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, Commission may cancel this Agreement. The Commission may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (viii) Neither the Commission nor any of its directors, officials, officers, employees or agents shall be personally responsible for any liability arising under or by virtue of this Agreement. Each insurance policy required by this Agreement shall be endorsed to state that: 3.12.5 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the Commission. If the Commission does not approve the deductibles or self-insured retentions as presented, Consultant shall guarantee that, at the option of the Commission, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Commission, its directors, officials, officers, employees and agents; or, (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.12.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the Commission. 3.12.7 Verification of Coverage. Consultant shall furnish Commission with original certificates of insurance and endorsements effecting coverage DRAFT168 17336.00000\8752982.2 required by this Agreement on forms satisfactory to the Commission. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the Commission before work commences. The Commission reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.12.8 Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the Commission that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the Commission as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, the Commission may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 3.13 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.14 Fees and Payment. 3.14.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto. The total compensation shall not exceed Two Hundred Ninety-Five Thousand Eight Hundred Forty-Four Dollars ($295,844) without written approval of Commission's Executive Director (“Total Compensation”). Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.14.2 Payment of Compensation. Consultant shall submit to Commission a monthly statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. Commission shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. DRAFT169 17336.00000\8752982.2 3.14.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by Commission. 3.14.4 Extra Work. At any time during the term of this Agreement, Commission may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by Commission to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from Commission's Executive Director. 3.15 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred and fees charged under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of Commission during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.16 Termination of Agreement. 3.16.1 Grounds for Termination. Commission may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof. Upon termination, Consultant shall be compensated only for those services which have been fully and adequately rendered to Commission through the effective date of the termination, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.16.2 Effect of Termination. If this Agreement is terminated as provided herein, Commission may require Consultant to provide all finished or unfinished Documents and Data, as defined below, and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.16.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, Commission may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.17 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: DRAFT170 17336.00000\8752982.2 CONSULTANT: COMMISSION: Jacobs Engineering Riverside County Group, Inc. Transportation Commission 3257 Guasti Road, Suite 120 4080 Lemon Street, 3rd Floor Ontario, CA 91761 Riverside, CA 92501 Attn: Melissa Brady Attn: Executive Director Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.18 Ownership of Materials/Confidentiality. 3.18.1 Documents & Data. This Agreement creates an exclusive and perpetual license for Commission to copy, use, modify, reuse, or sub-license any and all copyrights and designs embodied in plans, specifications, studies, drawings, estimates, materials, data and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subcontractors to agree in writing that Commission is granted an exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to grant the exclusive and perpetual license for all such Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the Commission. Commission shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at Commission’s sole risk. 3.18.2 Intellectual Property. In addition, Commission shall have and retain all right, title and interest (including copyright, patent, trade secret and other proprietary rights) in all plans, specifications, studies, drawings, estimates, materials, data, computer programs or software and source code, enhancements, documents, and any and all works of authorship fixed in any tangible medium or expression, including but not limited to, physical drawings or other data magnetically or otherwise recorded on computer media (“Intellectual Property”) prepared or developed by or on behalf of Consultant under this Agreement as well as any other such Intellectual Property prepared or developed by or on behalf of Consultant under this Agreement. DRAFT171 17336.00000\8752982.2 The Commission shall have and retain all right, title and interest in Intellectual Property developed or modified under this Agreement whether or not paid for wholly or in part by Commission, whether or not developed in conjunction with Consultant, and whether or not developed by Consultant. Consultant will execute separate written assignments of any and all rights to the above referenced Intellectual Property upon request of Commission. Consultant shall also be responsible to obtain in writing separate written assignments from any subcontractors or agents of Consultant of any and all right to the above referenced Intellectual Property. Should Consultant, either during or following termination of this Agreement, desire to use any of the above-referenced Intellectual Property, it shall first obtain the written approval of the Commission. All materials and documents which were developed or prepared by the Consultant for general use prior to the execution of this Agreement and which are not the copyright of any other party or publicly available and any other computer applications, shall continue to be the property of the Consultant. However, unless otherwise identified and stated prior to execution of this Agreement, Consultant represents and warrants that it has the right to grant the exclusive and perpetual license for all such Intellectual Property as provided herein. Commission further is granted by Consultant a non-exclusive and perpetual license to copy, use, modify or sub-license any and all Intellectual Property otherwise owned by Consultant which is the basis or foundation for any derivative, collective, insurrectional, or supplemental work created under this Agreement. 3.18.3 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of Commission, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use Commission's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of Commission. 3.18.4 Infringement Indemnification. Consultant shall defend, indemnify and hold the Commission, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of DRAFT172 17336.00000\8752982.2 the use on the Project by Commission of the Documents & Data, including any method, process, product, or concept specified or depicted. 3.19 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.20 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and costs of such actions. 3.21 Indemnification. Consultant shall defend, indemnify and hold the Commission, its directors, officials, officers, agents, consultants, employees and volunteers free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or in equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged negligent acts, omissions or willful misconduct of the Consultant, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation, the payment of all consequential damages, attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant’s own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the Commission, its directors, officials, officers, agents, consultants, employees and volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against the Commission or its directors, officials, officers, agents, consultants, employees and volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse the Commission and its directors, officials, officers, agents, consultants, employees and volunteers, for any and all legal expenses and costs, including reasonable attorney’s fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant’s obligation to indemnity shall not be restricted to insurance proceeds, if any, received by the Commission or its directors, officials, officers, agents, consultants, employees and volunteers. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. This Section 3.21 shall survive any expiration or termination of this Agreement. 3.22 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be supplemented, amended, or modified by a writing signed by both parties. 3.23 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. DRAFT173 17336.00000\8752982.2 3.24 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.25 Commission's Right to Employ Other Consultants. The Commission reserves the right to employ other consultants in connection with this Project. 3.26 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties, and shall not be assigned by Consultant without the prior written consent of Commission. 3.27 Prohibited Interests and Conflicts. 3.27.1 Solicitation. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, Commission shall have the right to rescind this Agreement without liability. 3.27.2 Conflict of Interest. For the term of this Agreement, no member, officer or employee of Commission, during the term of his or her service with Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.27.3 Conflict of Employment. Employment by the Consultant of personnel currently on the payroll of the Commission shall not be permitted in the performance of this Agreement, even though such employment may occur outside of the employee’s regular working hours or on weekends, holidays or vacation time. Further, the employment by the Consultant of personnel who have been on the Commission payroll within one year prior to the date of execution of this Agreement, where this employment is caused by and or dependent upon the Consultant securing this or related Agreements with the Commission, is prohibited. 3.27.4 Employment Adverse to the Commission. Consultant shall notify the Commission, and shall obtain the Commission’s written consent, prior to accepting work to assist with or participate in a third-party lawsuit or other legal or administrative proceeding against the Commission during the term of this Agreement. 3.28 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment DRAFT174 17336.00000\8752982.2 advertising, layoff or termination. Consultant shall also comply with all relevant provisions of Commission's Disadvantaged Business Enterprise program, Affirmative Action Plan or other related Commission programs or guidelines currently in effect or hereinafter enacted. 3.29 Subcontracting. Consultant shall not subcontract any portion of the work or Services required by this Agreement, except as expressly stated herein, without prior written approval of the Commission. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 3.30 Prevailing Wages. By its execution of this Agreement, Consultant certified that it is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq. (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. The Commission shall provide Consultant with a copy of the prevailing rate of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the Commission, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.30.1 DIR Registration. Effective March 1, 2015, if the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations. If applicable, Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. 3.31 Employment of Apprentices. This Agreement shall not prevent the employment of properly indentured apprentices in accordance with the California Labor Code, and no employer or labor union shall refuse to accept otherwise qualified employees as indentured apprentices on the work performed hereunder solely on the ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice shall be paid the standard wage paid to apprentices under the regulations of the craft or trade in which he or she is employed and shall be employed only in the craft or trade to which he or she is registered. DRAFT175 17336.00000\8752982.2 If California Labor Code Section 1777.5 applies to the Services, Consultant and any subcontractor hereunder who employs workers in any apprenticeable craft or trade shall apply to the joint apprenticeship council administering applicable standards for a certificate approving Consultant or any sub-consultant for the employment and training of apprentices. Upon issuance of this certificate, Consultant and any sub-consultant shall employ the number of apprentices provided for therein, as well as contribute to the fund to administer the apprenticeship program in each craft or trade in the area of the work hereunder. The parties expressly understand that the responsibility for compliance with provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California Labor Code in regard to all apprenticeable occupations lies with Consultant. 3.32 No Waiver. Failure of Commission to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times. 3.33 Eight-Hour Law. Pursuant to the provisions of the California Labor Code, eight hours of labor shall constitute a legal day's work, and the time of service of any worker employed on the work shall be limited and restricted to eight hours during any one calendar day, and forty hours in any one calendar week, except when payment for overtime is made at not less than one and one-half the basic rate for all hours worked in excess of eight hours per day ("Eight-Hour Law"), unless Consultant or the Services are not subject to the Eight-Hour Law. Consultant shall forfeit to Commission as a penalty, $50.00 for each worker employed in the execution of this Agreement by him, or by any sub-consultant under him, for each calendar day during which such workman is required or permitted to work more than eight hours in any calendar day and forty hours in any one calendar week without such compensation for overtime violation of the provisions of the California Labor Code, unless Consultant or the Services are not subject to the Eight- Hour Law. 3.34 Subpoenas or Court Orders. Should Consultant receive a subpoena or court order related to this Agreement, the Services or the Project, Consultant shall immediately provide written notice of the subpoena or court order to the Commission. Consultant shall not respond to any such subpoena or court order until notice to the Commission is provided as required herein, and shall cooperate with the Commission in responding to the subpoena or court order. 3.35 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification and confidentiality obligations, and the obligations related to receipt of subpoenas or court orders, shall survive any such expiration or termination. DRAFT176 17336.00000\8752982.2 3.36 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.37 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.38 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.39 Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 3.40 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.41 Conflicting Provisions. In the event that provisions of any attached exhibits conflict in any way with the provisions set forth in this Agreement, the language, terms and conditions contained in this Agreement shall control the actions and obligations of the Parties and the interpretation of the Parties’ understanding concerning the performance of the Services. 3.42 Headings. Article and Section Headings, paragraph captions or marginal headings contained in this Agreement are for convenience only and shall have no effect in the construction or interpretation of any provision herein. 3.43 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein, without the prior written consent of the Commission. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.44 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. [SIGNATURES ON FOLLOWING PAGE]DRAFT177 17336.00000\8752982.2 SIGNATURE PAGE TO RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT FOR PREPARATION OF PLANS, SPECIFICATIONS AND ESTIMATES (PS&E) SERVICES FOR THE MID COUNTY PARKWAY SWEENEY MITIGATION PROPERTY WITH JACOBS ENGINEERING GROUP INC. IN WITNESS WHEREOF, this Agreement was executed on the date first written above. RIVERSIDE COUNTY JACOBS ENGINEERING TRANSPORTATION COMMISSION GROUP, INC. By: _________________________ By: ____________________________ Anne Mayer Signature Executive Director __________________________ Name __________________________ Title Approved as to Form: Attest: By: ____________________________ By: ________________________ Best Best & Krieger LLP Its: Secretary General Counsel DRAFT178 EXHIBIT ‘A’    SWEENEY PS&E AND CONSTRUCTION SUPPORT SCOPE OF WORK  Task 1: SURVEY OF THE SWEENEY PROPERTY   Provide topographic map of the area covered by the “Sweeney Mitigation  Parcel” Record of Survey which has already been delivered. Visible utilities will  be mapped and coordinated with utility information gathered as a part of the  Mid County Parkway Post‐PAED contract.   Task 2: CONSTRUCTION DOCUMENTS   Provide construction documents for the proposed berm removal, wetland  improvements, proposed EMWD turnaround, stockpile relocation and EMWD  easement delineation including;  o Plans   o Grading/Earthwork  o Construction Details  o Typical sections (EMWD Turnaround, berm, mitigation grading, and stock  pile relocation)  o SWPPP  o Quantities  o Cost Estimate  o Specifications  o PS&E Delivery Schedule   Provide oversight and coordination with Riverside County Flood Control and  Water Conservation District (RCFCD) Encroachment Permit Staff in securing an  encroachment permit for the removal of the berm located in the RCFCD  easement. It is anticipated that at least 2 meetings will be necessary for  coordination.    Provide oversight and coordination with Riverside County Transportation & Land  Management Agency (RCTMLA) Permit Staff in securing a grading permit for the  grading and excess material removal on the Sweeney Property. It is anticipated  that at least 2 meetings will be necessary for coordination.    Provide coordination and verification of Environmental Commitment Record as it  applies to the Sweeney property and its improvements. DRAFT179 Task 3: BIDDING AND CONSTRUCTION SUPPORT SERVICES    Work includes, but is not limited to: review and respond to Request for  Information (RFI’s), Shop Drawing review and approval, and provide revised  drawings and/or specifications resulting from design modifications. For the  purposes of this estimate it is projected that Jacobs will be requested to review a  total of 25 RFI’s.    Attend construction meetings with all involved parties on the project as needed.  Parties may include but are not limited to, the Contractor, RCTC, RCFCD, EMWD  and RCTMLA. For the purposes of this estimate, it is projected that Jacobs will  attend 5 meetings.   Task 4: ENVIRONMENTAL SERVICES   Pre‐construction biological monitoring for oversight of the collection and storage  of on‐site smooth tarplant seed.  o There is a population of smooth tarplant on the Sweeney Mitigation Site‐‐ about 400 individual plants covering about 0.6 acre. Mitigation Measure  PS‐1 in the Final EIR/EIS for the Mid County Parkway project requires that  seed be harvested from the smooth tarplant before grading and then  redistributed in the same area after grading is completed. The seed  harvest would need to take place in Summer 2018, since grading will start  in spring of 2019. The seed will then need to be stored under appropriate  conditions and redistributed on the site in fall of 2019.   Task 5: GEOTECHNICAL SERVICES   Perform an environmental assessment at the approximate 36‐acre portion of the  Sweeney property that will be graded for development of new wetland areas.   Shallow soil (upper 0.5 foot) within the 36‐acre portion of the Sweeney property  will be assessed for organochlorine pesticides (OCPs), arsenic, and total and  soluble lead.       Based on our review of the DTSC guidance, 12 composite soil samples from 46  borings (approximately 4 discrete soil samples per composite sample) are to be  collected for OCPs and 12 discrete soil samples are to be collected for analysis of  arsenic and copper for a 36‐acre property.  Additionally, one duplicate composite  sample will be collected for OCPs and one duplicate discrete sample at a rate of  10% of the primary samples (i.e., 2 duplicate composite samples and 2 duplicate  discrete samples).  During the assessment, up to 3 discrete soil samples will also  be collected for analysis of total and soluble lead content for evaluation of  aerially‐deposited lead. The soil samples for total and soluble lead will be  collected along the northern boundary of the parcel closest to the existing DRAFT180 configuration of the Ramona Expressway. Each sample location will be recorded  using a hand held global positioning system (GPS) unit    o Up to 46 surface sample borings will be advanced during the sampling  activities.  Up to 14 composite soil samples (12 primary and 2 duplicate)  will be collected for OCP analysis. Up to 14 discrete soil samples (12  primary and 2 duplicate) will be collected for arsenic and copper analysis,  and up to 3 discrete soil samples will be collected for total and soluble  lead analysis. It is assumed that up to 6 soil samples analyzed for total  arsenic and copper may also need to be run for analysis for soluble  metals analysis.   o Laboratory costs associated with this proposal include analysis of up to  14 soil samples for OCPs by United States Environmental Protection  Agency (US EPA) Method 8081B, up to 14 soil samples for arsenic and  copper by US EPA Method 6010B, up to 3 soil samples for total lead by US  EPA Method 6010B and, up to 3 soil samples analyzed for soluble lead by  US EPA Method 6010B using the California Waste Extraction Test (CA‐ WET) method with a citrate buffer solution as an extractant, and up to 6  samples will be analyzed for either soluble arsenic or copper by CA‐WET.   Samples will be analyzed on a standard 5‐day turnaround basis.      A site Investigation Report will be prepared using the data gathered to evaluate  the soil for potential health and safety issues, and to assist in characterizing the  soil for possible reuse or disposal during construction.    Clarifications:  If Consultant is called upon to observe the work of construction contractor(s) for the  detection of defects or deficiencies in such work, Consultant will not bear any  responsibility or liability for such defects or deficiencies or for the failure to so  detect.  Consultant shall not make inspections or reviews of the safety programs or  procedures of the construction contractor(s), and shall not review their work for the  purpose of ensuring their compliance with safety standards. Consultant shall have no  influence over construction means, methods, techniques, sequences or procedures. No  fault or negligence shall be attributed to Consultant based upon the acts or omissions of  any construction contractors. Construction safety shall remain the sole responsibility of  the construction contractor(s).   DRAFT181 AGENDA ITEM 12 Agenda Item 12 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: June 25, 2018 TO: Western Riverside County Programs and Projects Committee FROM: Alex Menor, Capital Projects Manager THROUGH: Marlin Feenstra, Project Delivery Director SUBJECT: Amendment with T.Y. Lin International for the Mid County Parkway Interstate 215/Placentia Avenue Interchange Improvement Project STAFF RECOMMENDATION: This item is for the Committee to: 1)Approve Amendment No. 16-31-066-01, Amendment No. 1 to Agreement No. 16-31-066- 00, with T.Y. Lin International (T.Y. Lin) to perform additional biological surveys and design services related to the Interstate 215/Placentia Avenue interchange improvement (I-215/Placentia Avenue) project for an additional amount of $299,498, and a total amount not to exceed $4,053,498; 2)Approve Agreement No. 18-73-162-00 with the Riverside County Transportation Department (County) as a cooperative agreement to identify responsibilities for the final design, construction management services, and construction related to the Harvill Avenue and Placentia Street traffic signal and the County’s cost share estimated at $210,000; 3)Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on behalf of the Commission; and 4)Forward to the Commission for final action. BACKGROUND INFORMATION: The Commission began environmental studies and preliminary engineering on the Mid County Park Way (MCP) project in December 2003. In April 2015, the Commission certified the final environmental impact report, adopted findings pursuant to the California Environmental Quality Act, adopted a mitigation monitoring and reporting program, adopted a statement of overriding considerations, and approved the MCP project. At the Commission’s direction, staff proceeded with design and right of way acquisition for the I-215/Placentia Avenue Interchange project as the first construction contract for the MCP project, notwithstanding the legal challenges to the MCP project. 182 Agenda Item 12 At the November 2016 meeting, the Commission approved an agreement with T.Y. Lin for final design and right of way acquisition for the construction of the I-215/Placentia Avenue Interchange project in the amount of $3,412,700, plus contingency of $341,300, for a total amount not to exceed $3,754,000. The I-215/Placentia Avenue Interchange project will construct a new interchange at I-215/Placentia Avenue and four lanes on Placentia Avenue between the East Frontage Road and Indian Avenue, connecting to the existing two-lane section of Placentia Avenue between Indian Avenue and Perris Boulevard. DISCUSSION: The design of the project is 60 percent complete, with completion expected by March 2019, and construction scheduled to begin in the fall of 2019. During the design phase, ongoing coordination with Caltrans, County, and Riverside County Flood Control District (RCFCD) identified the following work items that were not included in the original scope of the project, but now are required to be completed by T.Y. Lin: 1.The County requested Commission staff to add a traffic signal at Harvill Avenue and Placentia Street in lieu of the project’s proposal to maintain the 4-way stop. The properties at the northeast and southeast quadrant of the intersection are currently going through the process of obtaining approvals for development as a truck stop facility, which adds enough traffic to the intersection that a signal will be warranted. The original traffic study for the MCP showed this intersection at just below the threshold for requiring a signal; therefore the original scope of T.Y. Lin’s contract did not include the design. The development’s traffic study identified the cost sharing of the traffic signal at 50 percent County and 50 percent MCP. The traffic signal is estimated to cost $420,000 for construction, design, and construction support. A cooperative agreement is needed to identify the Commission and County’s responsibilities for preparation of plans, specifications, and estimate; construction support; and construction cost for the traffic signal. Per the agreement, construction and support costs are split 50/50 between the County and the Commission. 2.Coordination with RCFCD identified the need to design a portion of the master plan Storm Drainage System No. 10.1 crossing I-215 in order to coordinate with future MCP construction. The proposed drainage improvements include separate off site and on site highway drainage through the interchange, a regional detention basin, and outfall drainage system. 3.Commission staff also requested T.Y. Lin prepare plans, specifications, and estimate to replace the existing 42-inch culvert pipes under the existing Metrolink railroad tracks in order to avoid potential flooding on the tracks. The size of the replacement culvert will be based on RCFCD requirements for Storm Drainage System No. 10.1. 183 Agenda Item 12 4.To comply with new California Department of Fish & Wildlife requirements, Commission staff requested T.Y. Lin conduct surveys for potential bat roosting sites within the project site and at the existing railroad and highway bridges. Subsequently, staff negotiated the scope of work (including the appropriate level of effort, labor categories/mix, etc.), cost, and schedule proposal received from T.Y. Lin for the additional services and established a fair and reasonable price. The proposed cost is $299,498. Recommendation Staff recommends approval of Amendment No. 16-31-066-01, Amendment No. 1 to Agreement No. 16-31-066-00, to T.Y. Lin to cover these additional scope items for the project, based on the final negotiated scope and cost of $299,498, for a total contract authorization not to exceed $4,053,498. Staff also recommends approval of Agreement No. 18-73-162-00 with the County to define each agency’s responsibilities for preparation of final design and construction and related cost sharing. Further, authorization is requested for the Chair or Executive Director to execute the agreements on behalf of the Commission. Financial Information In Fiscal Year Budget: Yes Year: FY 2018/19 Amount: $299,498 Source of Funds: 2009 Measure A Western County New Corridors Budget Adjustment: No GL/Project Accounting No.: 002317 81102 00000 0000 261 31 81101 Fiscal Procedures Approved: Date: 06/18/2018 Attachments: 1)Vicinity Map-I-215/Placentia Avenue Interchange 2)TY Lin Amendment No. 1, Agreement No. 16-31-066-01 3)Cooperative Agreement No. 18-73-162-00 with County 184 ATTACHMENT 1 185 Agreement No. 16-31-066-01 AMENDMENT NO. 1 TO AGREEMENT FOR PREPARATION OF PLANS, SPECIFICATION AND ESTIMATES (PS&E) WITH T.Y. LIN INTERNATIONAL 1. PARTIES AND DATE This Amendment No. 1 to the Agreement for preparation of plans, specifications, and estimates services is made and entered into as of _____________, 2018, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (“Commission”) and T.Y. LIN INTERNATIONAL ("Consultant"), a California corporation. 2. RECITALS 2.1 The Commission and the Consultant have entered into an agreement dated November 9, 2016 for the purpose of providing the preparation of plans, specifications, and estimates (PS&E) for the Interstate 215/Placentia Avenue Interchange Improvements Project (the "Master Agreement"). 2.2 The parties now desire to amend the Master Agreement in order to provide additional compensation for additional PS&E services for the Interstate 215/Placentia Avenue Interchange Improvements Project. 3. TERMS 3.1 The Scope of Services for the Master Agreement shall be amended to include Services, as that term is defined in the Master Agreement, required to provide additional PS&E services, as more fully described in Exhibit "A" attached to this Amendment and incorporated herein by reference. 3.2 The maximum compensation for Services performed pursuant to this Amendment No. 1 shall be Two Hundred Ninety-Nine Thousand Four Hundred Ninety-Eight Dollars ($299,498). 3.3 The total not-to-exceed amount of the Master Agreement, as amended by this Amendment No. 1, shall be increased from Three Million Four Hundred Twelve Thousand Six Hundred Seventy-Seven Dollars ($3,412,677) to Three Million Seven Hundred Twelve Thousand One Hundred Seventy-Five Dollars ($3,712,175). DRAFTATTACHMENT 2 186 17336.00600\30841249.1 2 3.4 Compensation for Services performed under this Amendment No. 1 shall be billed in accordance with Exhibit “B” attached to this Amendment and incorporated herein by reference. 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. 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 signed in counterparts, each of which shall constitute an original. DRAFT187 17336.00600\30841249.1 3 SIGNATURE PAGE TO AGREEMENT NO. 16-31-066-01 IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first herein above written. RIVERSIDE COUNTY T.Y. LIN TRANSPORTATION COMMISSION INTERNATIONAL By: _____________________________ By: _________________________ Anne Mayer, Executive Director Signature __________________________ Name __________________________ Title APPROVED AS TO FORM: Attest: By: _____________________________ By: ________________________ Best Best & Krieger LLP Counsel to the Riverside County Its: ________________________ Transportation Commission * A corporation requires the signatures of two corporate officers. One signature shall be that of the chairman of board, the president or any vice president and the second signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation. If the above persons are not the intended signators, evidence of signature authority shall be provided to the Commission. DRAFT188 Amendment #1 (RFQ 16-31-066-00) EXHIBIT A SCOPE OF WORK 1 5/17/2018 SCOPE OF WORK Preparation of Plans, Specifications and Estimates (PS&E) For the Interstate 215 (I-215) / Placentia Avenue Interchange Improvements Project Amendment #1 May 17, 2018 DRAFT189 Amendment #1 (RFQ 16-31-066-00) EXHIBIT A SCOPE OF WORK 2 5/17/2018 SECTION 1 DESCRIPTION OF PROJECT 1.1 PROJECT DESCRIPTION 1.1-1 Background No change from original contract dated November 9, 2016. 1.1-2 Location and Limits No change from original contract dated November 9, 2016. 1.1-3 Project Description No change from original contract dated November 9, 2016. 1.2 REASONS FOR CONTRACT AMENDMENT 1.2-1 Riverside County Flood Control and Water Conservation District (RCFC & WCD) Drainage Improvements The Riverside County Transportation Commission (Commission) has requested the proposed interchange improvements tie into a new RCFC & WCD facility (known as H-10.1) being constructed west of the interchange by others. This change is per Caltrans’ concerns over treatment within the off-site drainage system with respect to the County’s 60% PS&E comment to not treat flow upstream of Caltrans right-of-way. Caltrans wants no untreated off-site flow within their drainage system. As a result, modifications are needed to the design of new drainage improvements to separate off-site and on-site drainage through the interchange, and mitigate downstream flooding concerns on east side of project area. Improvements include a regional detention and outfall drainage system. Additional tasks include coordination with RCFC & WCD, updating hydrology/hydraulic analysis, drainage report updates, development of PS&E and stormwater requirements per RCFC & WCD standards. 1.2-2 Traffic Signal at Placentia Street/Harvill Avenue Commission has requested that CONSULTANT include a new traffic signal at the Placentia Street/Harvill Avenue Intersection, located within the County of Riverside. Portions of the intersection are currently located outside of the project limits. DRAFT190 Amendment #1 (RFQ 16-31-066-00) EXHIBIT A SCOPE OF WORK 3 5/17/2018 1.2-3 SCRRA Culvert Improvements Commission has requested the CONSULTANT develop a concept to replace the existing two 42-inch pipes under the railroad in order to mitigate potential flooding on the tracks. PS&E and coordination will be required once concept is acceptable. Sizing of the culvert replacement will be based on the hydrology/ hydraulics developed for the RCFC & WCD improvements. 1.2-4 Bat Surveys Commission has requested the CONSULTANT include surveying of structures within the project area for potential bat roosting sites. SECTION 2 Not used DRAFT191 Amendment #1 (RFQ 16-31-066-00) EXHIBIT A SCOPE OF WORK 4 5/17/2018 SECTION 3 TASK BREAKDOWN OF WORK 3.1 TASK 1 - PROJECT MANAGEMENT/ COORDINATION/ ADMINISTRATION Not used. Any coordination with Commission, RCFC & WCD, or other agencies is included in each task under Task 4, 5, 6, and 7. 3.2 TASK 4- INITIAL PS&E (95%) SUBMITTAL 3.4-20 RCFC & WCD Drainage Improvements Preliminary Concept The CONSULTANT shall update the hydrology and hydraulic analysis for the project to meet RCFC & WCD standards. Hydrology shall reflect proposed watershed conditions as agreed upon with the RCFC & WCD, County of Riverside, and Commission before hydrologic work commences. Hydrologic analysis will provide sufficient detail in order to meet the hydraulic needs for all improvements included in this Amendment. The CONSULTANT shall analyze the existing offsite drainage system through the project limits and identify any deficiencies. Any deficiencies will be brought up with RCFC & WCD, County of Riverside, and Commission. Improvements to the existing off-site drainage system will meet RCFC & WCD design standards. The CONSULTANT shall update the current drainage report for the project to include RCFC & WCD standards and hydrologic/hydraulic analysis of the offsite drainage. On-site system analysis shall remain the same unless changes were made to accommodate the off-site drainage improvements. The CONSULTANT shall prepare a concept plan per RCFC & WCD standards for the development of PS&E. These plans will only include the off-site drainage improvements that will be owned and operated by RCFC & WCD. It is anticipated improvements will include a detention basin on the east side of the project area, the inflow culvert and outfall storm drain system. Caltrans is expected to maintain the facilities within their right-of-way. Therefore, no preparation of easements or agreements is included. Updated 95% PS&E The CONSULTANT shall collect and respond to agency comments from the concept plan, prior to commencing the 95% design phase. All comments will be addressed and any discrepancies will be resolved through a comment resolution meeting. Decisions made at the meeting will be documented and distributed. The CONSULTANT shall prepare an updated drainage report addressing any agency comments. DRAFT192 Amendment #1 (RFQ 16-31-066-00) EXHIBIT A SCOPE OF WORK 5 5/17/2018 The CONSULTANT shall develop the design of the RCFC & WCD improvements to a level commensurate with 95% design. This includes plans, profiles, details and quantities per RCFC & WCD standards. The plans will be developed in accordance with RCFC & WCD standards and assumed to be a solely separate document package. It is anticipated that the RCFC & WCD package will be included with the overall PS&E package but remain separate. The CONSULTANT shall address the storm water quality requirements related to improvements within the project area but outside of Caltrans right-of-way. The water quality improvements shall adhere to the requirements of the MS4 permit for Riverside County unless specified in writing by the County if different. This task assumes all additional improvements defined in this Amendment. The CONSULTANT shall include storm water quality improvements within the drainage plans for this project. Riverside County Storm Water Quality The CONSULTANT shall prepare a Riverside County Storm Water Quality Report that meets County standards. The report will include the final permanent BMPs to be used for the County improvements. This report is assumed to be separate from the Caltrans SWDR and will follow a format that meets County standards. It is assumed that all Caltrans storm water quality requirements will be addressed within Caltrans right-of-way before discharging flow to the County. The CONSULTANT shall develop Temporary Water Pollution Control plans based on the results of the final drainage report and County storm water quality report and in accordance with the MS4 permit for Riverside County. Revisions to Caltrans Storm Water Quality The CONSULTANT shall revise the 60% PS&E storm water quality design per Caltrans’ concerns over treatment within the off-site drainage system with respect to the County’s desire to not treat upstream of Caltrans right-of-way. Caltrans only wants offsite flow to pass through the right-of-way and no treatment occurring within the offsite drainage system. Revisions include separating the on-site storm water treatment from the offsite flow facilities within Caltrans right-of-way. The CONSULTANT shall update and prepare the final Storm Water Data Report (SWDR) to include the design revisions in this task. The SWDR will be prepared in accordance with Caltrans Standard Drainage Plans and Quality Sheets guidance. DRAFT193 Amendment #1 (RFQ 16-31-066-00) EXHIBIT A SCOPE OF WORK 6 5/17/2018 Deliverables: · Drainage Report (Riverside County) · Storm Water Quality Report (Riverside County) · 95% RCFC & WCD Improvement Plans, Profiles, Details and Quantities · Temporary Water Pollution Control Plans 3.4-21 Placentia/Harvill Traffic Signal CONSULTANT will prepare PS&E for new traffic signal at Placentia Street/Harvill Avenue based on the design requirements of Caltrans and County of Riverside. Plans will show interconnect between the traffic signal at Placentia Street/Harvill Avenue and the adjacent intersection at SB I-215 Entrance/Exit Ramps. Layouts, details, and typical cross sections will be revised to include signal protection and new pavement on Placentia Street west of the intersection. No sidewalk or curb/gutter improvements are included as part of this work. Utility coordination and verification will be conducted. The signal pole locations may require additional potholing to locate subsurface facilities. The traffic signals are to be placed within existing right-of-way, based on the County's request to avoid partial acquisitions. Signal locations may be placed in interim locations to avoid right-of-way impacts. Additional survey of west side of Placentia Street/Harvill Avenue intersection is expected. Deliverables: · Traffic Signal Plans · Specifications · Estimate 3.4-22 SCRRA Culvert Improvements The CONSULTANT shall size the proposed culvert replacement per RCFC & WCD standards. Sizing and design of appropriate erosion protection will be included in the drainage plans. A structural analysis and design will be performed for the construction of the culvert under the railroad. The CONSULTANT shall prepare plans, profiles and quantities per RCFC & WCD standards for the development of PS&E for the culvert replacement. These plans will only include the culvert improvements that will be owned and operated by RCFC & WCD. It is anticipated improvements will include a replacement of the existing two 42-inch drainage pipes with a new precast culvert under the existing railroad. DRAFT194 Amendment #1 (RFQ 16-31-066-00) EXHIBIT A SCOPE OF WORK 7 5/17/2018 The CONSULTANT shall develop the design of the culvert replacement to a level commensurate with 95% design. This includes plans, profiles, details and quantities to be included with the current plan set. A peer review of the structure design calculations will be performed. Additional survey of facilities within the railroad property and surrounding areas is anticipated. Deliverables: · 95% plans, details, quantities, and specifications (as needed) · Structural Design Report 3.4-23 Bat Surveys Based upon review of aerial imagery of the proposed project area, at least four structures (two bridges and two culverts) were identified as potential bat roosting sites within the I-215/Placentia interchange project footprint. This includes a daytime bat roosting habitat assessment and a nighttime emergence survey at each of those structures as well as preparation of a single memorandum documenting the results of this assessment and any required nighttime emergence surveys. Bat Habitat Assessment and Nighttime Emergence Surveys During the bat habitat assessment, each bridge and culvert structure within the project area will be accessed on foot during the day and examined to locate any potential bat-roosting sites as well as to evaluate the potential for bat foraging and roosting activity in the vicinity of the structures. Potential bat-roosting sites will be identified by examining each structure for any structural features such as crevices or recessed spaces that could be suitable for use as day- or night- roosting habitat. Follow-up nighttime emergence surveys during the maternity season (May 1- August 31) will be conducted to ascertain whether maternity colonies are present at structures containing suitable bat habitat, as identified during the bat habitat assessment. This scope of work includes surveys at all four structures, even though the results of the habitat assessment may determine that not all four structures contain suitable roosting habitat for maternity colonies. Acoustic Analysis and Bat Survey Report Preparation A bat specialist will analyze any acoustic data collected during the nighttime surveys and prepare a short letter report summarizing the survey results. The report will include a brief summary of findings, including a map detailing the location(s) of all roost sites at each structure and the occurrence(s) of any DRAFT195 Amendment #1 (RFQ 16-31-066-00) EXHIBIT A SCOPE OF WORK 8 5/17/2018 special-status bat species. The report will also include an assessment of the proposed project’s effect on continued use of the bridge and culvert structures by bats, as well as recommendations for specific mitigation, avoidance, and/or minimization measures to minimize potential adverse effects to bats. These measures will be consistent with typical bat-related CDFW measures for wildlife protection included in Streambed Alteration Agreements. Coordination/Preparation of Specifications Pertaining to Bats If a large number of bats will be evicted or if there will be permanent impacts to bat roosting habitat at a given structure, the CDFW may require the provision of alternate roosting habitat by either leaving newly created expansion joints unfilled or by installing some form of alternate bat roosting habitat. If this is not feasible, specifications will be prepared for the construction and installation of alternate bat roosting habitat that will provide displaced bats with alternative roosting habitat. 3.5 TASK 5 – FINAL PS&E (100 PERCENT) SUBMITTAL 3.5-5 RCFC & WCD Drainage Improvements CONSULTANT will coordinate, respond to comments, and submit the Final PS&E package for final approval, as a result of the items described in Subtask 3.4-20. 3.5-6 Placentia/Harvill Traffic Signal CONSULTANT will coordinate, respond to comments, and submit the Final PS&E package for final approval, as a result of the items described in Subtask 3.4-21. 3.5-7 SCRRA Culvert Improvements CONSULTANT will coordinate, respond to comments, and submit the Final PS&E package for final approval, as a result of the items described in Subtask 3.4-22. 3.6 TASK 6 – CONSTRUCTION BIDDING PHASE 3.6-2 Respond to Inquiries CONSULTANT will draft responses to bidders' inquiries described in Task 3.2, as requested by the District Office Engineer. All such responses will be routed through the District Engineer. DRAFT196 Amendment #1 (RFQ 16-31-066-00) EXHIBIT A SCOPE OF WORK 9 5/17/2018 3.7 TASK 7 – CONSTRUCTION SUPPORT PHASE 3.7-5 Respond to Inquiries/RFIs CONSULTANT will draft responses to contractor inquiries and RFIs described in Task 3.2, as requested by the Resident Engineer. 3.7-7 As-Builts CONSULTANT will prepare as-built plans at the end of the construction phase described in Task 3.2, reflecting CAD changes already made by CONSULTANT. DRAFT197 1 17336.00603\31070719.6 RCTC Agreement No.: 18-73-162-00 COOPERATIVE AGREEMENT BETWEEN RIVERSIDE COUNTY TRANSPORTATION COMMISSION AND THE COUNTY OF RIVERSIDE THROUGH ITS TRANSPORTATION DEPARTMENT FOR INSTALLATION OF TRAFFIC SIGNAL AT HARVILL AVENUE AND PLACENTIA STREET AS PART OF THE I-215 PLACENTIA AVENUE INTERCHANGE This Cooperative Agreement (“Cooperative Agreement”) is made and entered into this _____ day of _________, 2018 by and between the Riverside County Transportation Commission (“RCTC”) and the County of Riverside through its Transportation Department (“Department”). RCTC and the Department are sometimes referred to herein individually as (“Party”), and collectively as (“Parties”). RECITALS WHEREAS, RCTC is undertaking the Mid County Parkway project (“MCP”), which includes improvements to the I-215 Placentia Avenue Interchange (“Placentia IC”). WHEREAS, the Placentia IC portion of the MCP maintains four way stop sign at the intersection of Harvill Avenue and Placentia Street. WHEREAS, the Parties have agreed to share in the cost of the Traffic Signal. WHEREAS, the “Project” as that term is used in this Cooperative Agreement shall mean and refer to installation of the Traffic Signal and related improvements necessary for the installation of the Traffic Signal, as further detailed in Exhibit “A”. WHEREAS, it is the intent of the Parties to enter into this Cooperative Agreement to establish and coordinate the responsibilities of the Parties with respect to the Project, all as further set forth herein. WHEREAS, pursuant to the terms of this Cooperative Agreement, RCTC shall complete the Project utilizing the same consultants and construction contractor (“Contractor”) selected for completion of the Placentia IC. WHEREAS, the Parties acknowledge that RCTC has or shall fully comply with the California Environmental Quality Act (CEQA) and all other applicable laws, as a precondition to construction of the Project. ATTACHMENT 3 198 2 17336.00603\31070719.6 NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, it is mutually understood and agreed by RCTC and the Department as follows: TERMS 1. Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Cooperative Agreement as though fully set forth herein. 2. Term. This Cooperative Agreement shall be effective as of the date first set forth above, and shall continue in effect until the Project is accepted by the Department (“Term”). 3. Agreement to Cooperate. The Parties agree to mutually cooperate in order to help ensure that the Project is successfully completed with minimum impact to both Parties, and the public. 3.1 The scope of work for the Project is attached to this Cooperative Agreement as Exhibit “A”. 4. Obligations of the Department. 4.1 The Department shall deposit funds with RCTC for the Department’s share of Project costs to be incurred under this Cooperative Agreement in accordance with the cost allocation set forth in Exhibit “B” attached hereto and incorporated herein by reference, and with the provisions below. The Parties agree that the dollar amounts set forth in Exhibit “B” are estimates, and the Department shall reimburse RCTC for the actual cost incurred by RCTC in completing the Project, in accordance with the cost allocation set forth in Exhibit “B”. RCTC shall timely inform the Department if the actual costs are anticipated to exceed the amounts set forth in Exhibit “B”. 4.2 After RCTC opening of construction contract bids, the Department shall deposit its share of the cost to prepare plans and specifications for the Project, and its share of Project construction cost, including construction support costs, in the amount set forth in Exhibit “B” within thirty (30) days receipt of written notice from RCTC. 4.3 The Department may provide a Department oversight engineer to oversee the work during plan preparation and construction, at its own cost. 4.4 The Department shall make payments of undisputed invoices, including supporting documentation, for amounts in excess of the amounts deposited as set forth above within thirty (30) days following the Department’s receipt thereof from RCTC. 4.3 The Department shall issue any encroachment permits required for the Project at no cost to RCTC or the Contractor. 4.4 The Department shall timely review design plans for the Project, and provide any approvals or comments within thirty (30) days of receipt of the plans. If the 199 3 17336.00603\31070719.6 Department fails to provide any comments or its approval within said time period, RCTC shall provide notice to the Transportation Director of the Department that the design plans shall be deemed approved by the Department if no comments are received within an additional 15 days. 4.5 The Department shall inspect the Project upon written notice of completion of the work by RCTC to the Department, and shall provide approval or identify any punch list work within fifteen (15) days. 4.6 Following approval of the Project, the Department, as the owner of the Project, shall be solely responsible and liable for the operation, maintenance and use of, including all subsequent public use of, the Project, at no cost or expense to RCTC. 5. Obligations of RCTC 5.1 RCTC shall be responsible for providing all services to complete the Project, as identified in Exhibit “A” and Exhibit “B”, or as reasonably necessary for Project completion. RCTC shall be responsible for the process of selecting Project consultants and the Contractor in compliance with all applicable local, state and federal laws. RCTC shall be responsible for obtaining all applicable environmental clearances and permits necessary to complete the Project. 5.2 RCTC shall utilize the funds deposited by the Department for completion of the Project. RCTC shall provide the Department with records or invoices detailing use of the funds in a form acceptable to the Department. 5.3 If the deposited funds are insufficient for Project completion, RCTC shall invoice the Department for additional Project costs in accordance with the cost allocation in Exhibit “B”. Invoices shall be in a form acceptable to the Department. 5.4 RCTC shall provide the Department an opportunity to review and approve all design documents for the Project. 5.5 RCTC shall provide the Department an opportunity to inspect the Project work during construction. 5.6 In the event the Department and RCTC are in disagreement with a design standard or construction method for installation of the traffic signal, Department’s standards shall prevail. 5.7 RCTC shall obtain or shall require the Contractor to obtain all required permits and approvals for all Project work. 5.8 RCTC shall include, in its contracts with Project consultants and with the Contractor, a requirement that the Project consultants and Contractor include the Department, its officers, employees and agents as additional insureds and as indemnified parties under said contracts. Insurance shall be in the same amounts and with the same provisions as provided for the benefit of RCTC. 200 4 17336.00603\31070719.6 5.9 As between RCTC and the Department, RCTC and its consultants shall be responsible for construction inspection of the Project work to ensure conformance with the construction contract. RCTC shall allow Department staff access to the Project site, upon reasonable notice, to perform observation of any Project improvements. Department inspectors shall communicate any construction deficiencies during construction, including a final punch list, to RCTC for completion. Department has the final authority to accept the improvements. 5.10 RCTC shall assign all warranties for the Contractor work to the Department upon Department’s acceptance of the Project. 6. Dispute Resolution. Unless otherwise specified herein, the Parties shall submit any unresolved dispute to RCTC’s Executive Director and the Department's Director of Transportation for negotiation. The Executive Director and the Director of Transportation agree to undertake good faith attempts to resolve said dispute, claim, or controversy within ten (10) calendar days after the receipt of written notice from the Party alleging that a dispute, claim or controversy exists. The Parties additionally agree to cooperate with the other Party in scheduling negotiation sessions. However, if said matter is not resolved within thirty (30) calendar days after conducting the first negotiating session, either Party may, but is not required to, request that the matter be submitted to further dispute resolution procedures, as may be agreed upon by the Parties. 7. Legal Action. If a matter is not resolved within thirty (30) calendar days after the first negotiating session between the Executive Director and the Director of Transportation, unless otherwise agreed upon in writing by the Parties, either Party may proceed with any other remedy available in law or in equity. 8. Indemnification. 8.1 RCTC shall indemnify, defend and hold the Department, its directors, officials, officers, employees, agents, consultants and contractors free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or in equity, to property or persons, including wrongful death, in any manner arising out of or incident to any negligent acts, omissions or breach of law, or willful misconduct of RCTC, its officials, officers, employees, agents, consultants or contractors in the performance of RCTC’s obligations under this Cooperative Agreement, including the payment of all reasonable attorneys’ fees. 8.2 The Department shall indemnify, defend and hold RCTC, its directors, officials, officers, employees, agents, consultants and contractors free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or in equity, to property or persons, including wrongful death, in any manner arising out of or incident to any negligent acts, omissions or breach of law, or willful misconduct of the Department, its officials, officers, employees, agents, consultants or contractors in the performance of the Department’s obligations under this Cooperative Agreement, including the payment of all reasonable attorneys’ fees. 201 5 17336.00603\31070719.6 8.3 The indemnification provisions set forth in this Section 8 shall survive any expiration or termination of this Cooperative Agreement. 9. RCTC Disclaimer. In no event shall RCTC be responsible or liable for the quality, suitability, operability or condition of any design or construction by the Project consultants or the Contractor, as applicable, and RCTC expressly disclaims any and all express or implied representations or warranties with respect thereto, including any warranties of suitability or fitness for use. 10. Force majeure. The failure of performance by either Party (except for payment obligations) hereunder shall not be deemed to be a default where delays or defaults are due to war; insurrection; strikes; lock-outs; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor, railroad, or suppliers; acts of the other Party; acts or failure to act of any other public or governmental agency or entity (other than that acts or failure to act of the Parties); or any other causes beyond the control or without the fault of the Party claiming an extension of time to perform or relief from default. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause. Times of performance under this Cooperative Agreement may also be extended in writing by mutual agreement between the Parties. 11. Amendments. This Cooperative Agreement may be amended at any time by the mutual consent of the Parties by an instrument in writing. The Executive Director and the Department Director of Transportation shall be authorized, without further approval, to amend Exhibit “B” to reflect actual Project costs, provided that costs allocated to the Department do not exceed 10% of the Department costs set forth in Exhibit “B”. 12. Assignment of Cooperative Agreement. Neither Party may assign or transfer its respective rights or obligations under this Cooperative Agreement without the express written consent of the other Party. Any purported assignment or transfer by one Party without the express written consent of the other Party shall be null and void and of no force or effect. 13. Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of either Party shall be deemed to waive or render unnecessary such Party’s consent to or approval of any subsequent act of the other Party. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Cooperative Agreement. 14. Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Cooperative Agreement shall be declared invalid 202 6 17336.00603\31070719.6 or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Cooperative Agreement, which shall be interpreted to carry out the intent of the parties hereunder. 15. Termination. Both RCTC and Department shall have the right at any time, to terminate this Cooperative Agreement, with or without cause, by giving thirty (30) calendar days written notice to the other party, specifying the date of termination. The Department shall reimburse RCTC for all costs incurred prior to the date of termination. Notwithstanding the foregoing, following commencement of construction of the Project, the Department may only terminate this Cooperative Agreement for cause, after providing RCTC notice of such cause, and reasonable opportunity to cure. 16. Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Cooperative Agreement, shall survive any such expiration or termination. 17. Third Party Beneficiaries. There are no third-party beneficiaries to this Cooperative Agreement. 18. Entire Agreement. This Cooperative Agreement contains the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior negotiations, agreements or understandings. [SIGNATURES ON FOLLOWING PAGE] 203 7 17336.00603\31070719.6 SIGNATURE PAGE TO COOPERATIVE AGREEMENT NO. 18-73-162-00 IN WITNESS WHEREOF, the parties hereto have executed this Cooperative Agreement on the date first herein above written. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Anne Mayer, Executive Director Approved as to Form: By: _________________________ Best Best & Krieger LLP General Counsel COUNTY OF RIVERSIDE Approved by the BOARD OF SUPERVISORS By: CHUCK WASHINGTON Chairman of the Board Recommended for approval: By: PATRICIA ROMO Director of Transportation ATTEST: By: KECIA HARPER-IHEM Clerk of the Board (SEAL) Approved as to Form: GREGORY P. PRIAMOS County Counsel By: KRISTINE BELL-VALDEZ Supervising Deputy County Counsel 204 Exhibit A 17336.00603\31070719.6 EXHIBIT “A” PROJECT DESCRIPTION RCTC will cause to be prepared PS&E for new traffic signal at Placentia Street/Harvill Avenue based on the design requirements of Caltrans and County of Riverside. The Project will provide an interconnect between the traffic signal at Placentia Street/Harvill Avenue and the adjacent intersection at Southbound I-215 Entrance/Exit Ramps. Plans will be prepared to include traffic signal, video detection cameras, and installation of advance traffic signal signs and pavement markings on Harvill Avenue and Placentia Street. Curb/gutter and curb ramps, per Department standards, are required at all curb returns to protect traffic signal poles and are required to the extent to appropriately convey drainage. No other sidewalk improvements west of the centerline of Harvill Avenue are included as part of the work. The design will incorporate new drainage features and/or modifications to existing drainage features, including but not limited to inlet structures, culvert pipes and cub/gutter, as necessary to convey drainage through, around and/or under proposed intersection improvements. The traffic signals are to be placed within existing right-of-way on the west side of Harvill Avenue and/or Placentia Street, based on the County's request to avoid right of way impacts. Signal pole locations may be placed in interim locations to avoid right-of-way impacts and acquisition. Upon approval by Department, improvements may be placed on the real property located at the southwest corner of Harvill Avenue and Placentia Street, which is owned by the County of Riverside and managed by Department. 205 Exhibit B 17336.00603\31070719.6 EXHIBIT “B” COST ALLOCATION Contract Item of Work Estimated Cost 1 RCTC County Transportation Dept. Traffic Signal Cost Sharing Harvill Avenue/Placentia Street Traffic Signal Construction cost $350,000 50% 50% Required R/W easement for signals $0 50% 50% Cost to prepare plans & specs (10% of construction cost) $35,000 50% 50% Construction Support (10% of construction cost) $35,000 50% 50% Environmental Reevaluation Cost $0 50% 50% Operations & Maintenance Actual 0% 100% 1 Estimated cost includes 10% contingency 206 AGENDA ITEM 13 Agenda Item 13 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: June 25, 2018 TO: Western Riverside County Programs and Projects Committee FROM: Brian Cunanan, Commuter and Motorist Assistance Manager THROUGH: Aaron Hake, External Affairs Director SUBJECT: Funding Agreement with the California Highway Patrol for Freeway Service Patrol Supervision STAFF RECOMMENDATION: This item is for the Committee to: 1) Award Agreement No. 18-45-163-00 with the California Highway Patrol (CHP) – Border Division (Border) to provide supervision and operation of the Freeway Service Patrol (FSP) program in southern Riverside County in an amount not to exceed $1,320,000; 2) Authorize the Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Forward to the Commission for final action. BACKGROUND INFORMATION: The Riverside County FSP program is operated as a joint venture between the California Department of Transportation (Caltrans), CHP, and the Commission in its capacity as the Service Authority for Freeway Emergencies (SAFE). The Riverside County SAFE is responsible for administering the program, and the CHP provides daily field supervision to ensure service performance. Historically, this supervision has been provided entirely by CHP’s Inland Division (Inland) because the Commission’s current FSP service areas fall within Inland’s boundaries. A special allocation of SB 1 funds reserved for new FSP service will be used to expand FSP coverage into southern Riverside County. In May 2018, the Commission awarded three towing contracts expanding FSP as far south as the I-15/79 South interchange benefitting commuters traveling from and through Lake Elsinore, Wildomar, Menifee, Murrieta, and Temecula. However, expanding the program south enters into CHP Border which encompasses segments of I-15 and I-215 south of SR-74. To date, the Commission has not operated FSP service with Border. As such, a new agreement with Border will be needed for FSP supervision of the new beats within Border boundaries. The CHP has supplemental agreements with various SAFEs statewide to provide required FSP supervision, overtime and/or additional personnel to properly operate FSP service. Such a supplemental agreement is necessary for FSP in the Border territory. In addition to field 207 Agenda Item 13 supervision during FSP operating 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.), there are services performed between operating hours that support the program. Below is a sample of the services that will be performed by Border FSP CHP officers: In-field Supervisory Services Provided During FSP Operating Hours (not exhaustive): • Provide in-field, on scene, program supervision; • Provide on-the-spot decisions regarding incidents occurring in the field; • Enforce program rules and guidelines through in-field supervision; • Conduct all investigations with regard to equipment, personnel, damage, and complaints; • Inspect tow trucks for regulatory compliance; • Serve as a FSP liaison between agencies, such as with other CHP personnel, Caltrans, cities, counties, etc.; and • Be available to the public for FSP concerns, questions, comments, complaints. Administrative Supervisory Services Provided During Non-FSP Hours (not exhaustive): • Initiate background checks and conduct testing, fingerprinting, and certifications for new FSP drivers; • Prepare training class materials (binders and maps); • Conduct training classes; • Track extra truck time, fines, penalties, and certificates (driver license, Department of Motor Vehicle tow truck driver certificate, medical cards, and motor carrier permits); • Prepare monthly billing; • Maintain the standard operating procedures manual; • Maintain drop point maps to include changing local regulations; • Monitor the automatic vehicle locator system, tablets, radios, and other electronic FSP equipment; • Maintain required field-ready equipment such as backup tablets, radios, safety vests, and magnetic signs; • Participate in the request for proposal process for new contractors; • Maintain driver files and records for all FSP drivers; • Track FSP drivers’ tenure and performance with regard to driver recognition and awards; and • Attend and occasionally host various FSP-related required meetings and trainings (Technical Advisory Committee and quarterly drivers’ meetings). DISCUSSION: Staff seeks approval for a new agreement with Border for a three-year term to support the FSP operations in southern Riverside County. Staff coordinated with the Border to develop an estimate for the resources and corresponding costs needed to support south county FSP operations. This agreement will provide funding for two full-time equivalent CHP officer positions. In the event CHP headquarters imposes a rate increase, the Commission is required to 208 Agenda Item 13 reimburse the CHP at the new hourly rate, but in no event shall the total amount exceed the maximum contract amount. Below is a breakdown of the estimated costs by fiscal year: FY 2018/19 = $440,000 Two full-time officer positions FY 2019/20 = $440,000 Two full-time officer positions FY 2020/21 = $440,000 Two full-time officer positions The funding agreement provides for the reimbursement from the Commission to the CHP for the two full-time officer positions necessary to support the program in southern Riverside County. A Border CHP Lieutenant provides direct supervision of the FSP officers and reviews and approves their reimbursed expenses. CHP dispatch time to support FSP operations is also needed; however, Border has agreed to absorb that time and not extend those costs to the Commission. This CHP agreement along with any towing and operational costs associated with the expansion of FSP into southern Riverside County will be funded by SB 1 funds. Staff expects an agreement from Caltrans for the Commission’s FY 2017/18 SB 1 FSP allocation within the next month followed by a subsequent funding agreement for FY 2018/19 later this summer. If SB 1 is repealed by California voters in November 2018, the new southern Riverside County FSP operation can be sustained for three years applying Motorist Assistance reserve funds (comprised of SAFE and FSP) for the balance of costs above and beyond any SB 1 funds received. In a scenario where only one year of SB 1 funds for FSP is received, it is projected that a Motorist Assistance reserve of approximately $5 million would remain after three years of operating a southern Riverside County FSP operation, down from $7.3 million projected after FY 2018/19. Without SB 1 funds or a replacement funding source, continued FSP service in southern Riverside County beyond the initial three year period is not financially sustainable. Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2018/2019 FY 2019/2020+ Amount: $440,000 $880,000 Source of Funds: SB 1 Funds; SAFE reserves through 3rd year should SB 1 be repealed Budget Adjustment: No N/A GL/Project Accounting No.: 002173 81016 00000 0000 201 45 81002 Fiscal Procedures Approved: Date: 06/18/2018 Attachment: Draft Agreement No. 18-45-163-00 209 STATE OF CALIFORNIA STANDARD AGREEMENT STD 213 (Rev 06/03) AGREEMENT NUMBER CHP# [INSERT CHP#] RCTC# 18-45-163-00 REGISTRATION NUMBER 1. This Agreement is entered into between the State Agency and the Contractor named below: Department of California Highway Patrol Riverside County Transportation Commission 2. The term of this 07/01/2018 through 06/30/2021 Agreement is: 3. The maximum amount $1,320,000.00. of this Agreement is: (One Million Three Hundred Twenty Thousand Dollars and Zero Cents) 4. The parties agree to comply with the terms and conditions of the following exhibits which are by this reference made a part of the Agreement. Exhibit A – Agreement Between State of California and Riverside County Transportation 9 pages Exhibit C* – General Terms and Conditions (with exclusion of item #4 “Audit”, #5, “Indemnification”, #6 “Disputes”, #7 “Termination for Cause”, #9 “Recycling”, #11 “Certification clauses”, #13 “Compensation”, #15 “Antitrust Claims”, #16 “Child Support Compliance”, #18 “Priority Hiring Considerations”, and #19 “Small Business Participation and DVBE Participation Reporting Requirements.”) GTC 610 6/9/10 Signatures appear on page 9 of Exhibit A. Items shown with an Asterisk (*), are hereby incorporated by reference and made part of this agreement as if attached hereto. These documents can be viewed at www.dgs.ca.gov/ols/Resources/StandardContractLanguage.aspx IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto. CONTRACTOR California Department of General Services Use Only CONTRACTOR’S NAME (if other than an individual, state whether a corporation, partnership, etc.) Riverside County Transportation Commission BY (Authorized Signature) See page 9 for signatures DATE SIGNED(Do not type) PRINTED NAME AND TITLE OF PERSON SIGNING See page 9 ADDRESS P.O. Box 1208, Riverside, CA 92502-2208 STATE OF CALIFORNIA AGENCY NAME Department of California Highway Patrol BY (Authorized Signature) See page 9 for signatures DATE SIGNED(Do not type) PRINTED NAME AND TITLE OF PERSON SIGNING : P. SLINEY, Assistant Chief, Administrative Services Division ADDRESS P.O. Box 942898, Sacramento, CA 94298-0001 210 RCTC Agreement# 18-45-163-00 CHP# [INSERT CHP#] Exhibit A, Page 1 of 9 AGREEMENT BETWEEN STATE OF CALIFORNIA DEPARTMENT OF CALIFORNIA HIGHWAY PATROL AND RIVERSIDE COUNTY SERVICE AUTHORITY FOR FREEWAY EMERGENCIES FOR FREEWAY SERVICE PATROL THIS AGREEMENT is between the State of California acting by and through Department of California Highway Patrol (hereinafter referred to as CHP) P.O. Box 942898, Sacramento, California 94298-001 and Riverside County Transportation Commission, acting in its capacity as the Riverside County Service Authority for Freeway Emergencies (hereinafter referred to as RCTC) P.O. Box 12008, Riverside, CA 92502-2208. Collectively, CHP and RCTC may be referred to as the “Parties.” ARTICLE 1. GENERAL INFORMATION A. This Agreement provides for CHP dispatch services and overtime supervisory assistance in connection with the Freeway Service Patrol (FSP) program in Riverside County. Streets and Highways Code Section 2561, subdivision (c) defines “freeway service patrol” as a “program managed by the Department of the California Highway Patrol, the [California Department of Transportation] and a regional or local entity which provides emergency roadside assistance on a freeway in an urban area.” B. Section 2401 of the California Vehicle Code (CVC) states that the Commissioner of CHP shall make adequate provisions for patrol of the highways at all times of the day and night. C. RCTC has the ability to provide local matching funds as required by the State Budget Change Proposal (BCP) for FSPs on freeways within Riverside County, which has qualified the county to participate in the State FSP program. Riverside County FSP 211 RCTC Agreement # 18-45-163-00 CHP# [INSERT CHP#] Exhibit A, Page 2 of 9 will assist in transportation system management efforts, provide traffic congestions relief, and expedite the removal of freeway impediments, all of which will have the added benefit of improving air quality. ARTICLE 2. TERMS AND CONDITIONS A. Southern Riverside County’s FSP program is intended to be funded with revenues derived from SB 1, Service Authority for Freeway Emergencies (SAFE) and State Budget Change Proposal funds, known as BCP for the day-to-day contractor operation. B. Should this Agreement be terminated under paragraph D, RCTC agrees to provide funding to reimburse CHP for those reasonable and allowable costs incurred and associated with the program overtime and administrative duties as defined in this Agreement up to the point of termination. C. The term of this Agreement shall be effective July 1, 2018 through June 30, 2021. D. The CHP and RCTC mutually agree that either party may terminate this Agreement upon sixty (60) days prior written notice to the other party. E. The CHP and RCTC agree that this Agreement may be amended by mutual written consent of both parties hereto. F. RCTC agrees to reimburse CHP for actual costs incurred for FSP related duties performed by CHP officers (“Officers”), in accordance with the following schedule: i. For Regular FSP Program: RCTC agrees to reimburse CHP for two full time Officer positions for the remainder of the Agreement term at estimated annual amounts of $440,000.00 for fiscal year 2018/2019, $440,000.00 for fiscal Year 2019/2020 and $440,000.00 for fiscal year 2020/2021. iv. Use of Funds; Total Not to Exceed Contract Value. 212 RCTC Agreement # 18-45-163-00 CHP# [INSERT CHP#] Exhibit A, Page 3 of 9 Amounts Payable to the CHP by RCTC for costs incurred pursuant to this Agreement may be utilized over several fiscal years, and need not be utilized in a single fiscal year by the CHP, so long as the total amount payable under this Agreement is not exceeded. It is understood by both parties that rate increases in salary and benefits are governed by collective bargaining agreements and/or statute and that no advance written notification is necessary prior to implementing the increased rates. In the event CHP is granted a rate increase, RCTC agrees to reimburse CHP at the new hourly rate, but in no event shall the total amount to be reimbursed by RCTC under this Agreement, for any of the services described herein, exceed the maximum contract amount of $1,320,000.00. Fiscal Year begins July 1 and ends on June 30. G. The CHP shall invoice monthly. RCTC agrees to pay CHP within thirty (30) days after the invoice is received. The CHP and RCTC agree that any notice required under this Agreement shall be delivered or mailed to the persons designated below: To CHP: To COMMISSION: California Highway Patrol Riverside County Transportation Commission Research and Planning Section P.O. Box 12008 P.O. Box 942898 Riverside, CA 92502-2208 Sacramento, CA 94298-0001 ATTENTION: Dwyane Potts ATTENTION: Brian Cunanan Statewide FSP Manager Program Manager (916) 843-3353 (951) 787-7141 213 RCTC Agreement # 18-45-163-00 CHP# [INSERT CHP#] Exhibit A, Page 4 of 9 ARTICLE 3. COMMISSION RESPONSIBILITIES A. RCTC shall reimburse CHP for those reasonable overtime expenses necessary to support the Riverside County FSP operations as outlined under Article 2, Terms and Conditions, Paragraph F. B. It is agreed that in the event State FSP funds do not become available to RCTC for this Agreement, RCTC may immediately terminate this Agreement with written notice, but shall pay the CHP from other sources any amounts required to cover CHP’s cost to the date of Agreement termination. ARTICLE 4. CHP RESPONSIBILITIES A. The CHP has already assigned and staffed, for the dedicated purpose of operating the Riverside County FSP, two (2) full-time officers for the dedicated purpose of assisting with Riverside County FSP operations. If the CHP cannot provide the Agreement’s specified staffing level, CHP agrees to notify RCTC within thirty (30) days. B. All personnel providing services shall be State employees under the sole discretion, supervision, and regulation of CHP. Said personnel shall work out of the appropriate CHP facilities as designated by CHP. At no time shall any State employee assigned to the Riverside County FSP program be considered employees, agents, officials, or volunteers of RCTC. ARTICLE 5. CHP OVERTIME CHP overtime duties may include, but not be limited to: A. Investigating complaints from the public regarding a Riverside County FSP contractor or driver. B. Performing all necessary driver license and background checks on all Riverside County FSP operators. 214 RCTC Agreement # 18-45-163-00 CHP# [INSERT CHP#] Exhibit A, Page 5 of 9 C. Inspecting all Riverside County FSP contractor tow trucks on a periodic basis. D. Performing necessary daily FSP oversight and program management, and providing oversight of the contractors’ compliance with statutory and regulatory requirements. E. Providing training to all Riverside County FSP contractors and operators. F. Assisting RCTC with verifying contractor billing. G. Provide representation for Riverside County FSP Technical Committee. ARTICLE 6. INDEMNIFICATION A. To the extent permitted by law, RCTC shall defend, indemnify, and save harmless CHP and all of CHP’s appointees, officers, and employees from and against any and all claims, suits, or actions for “injury” (as defined by Government Code section 810.8) caused by the negligent or intentional acts or omissions of RCTC, or RCTC’s officers, directors, and employees, arising out of the performance of this Agreement. B. To the extent permitted by law, CHP shall defend, indemnify, and save harmless RCTC and all of RCTC’s officers, directors, and employees from and against any and all claims, suits, or actions for “injury” (as defined by Government Code section 810.8) caused by the negligent or intentional acts or omissions of CHP, or CHP’s appointees, officers, or employees, arising out of the performance of this Agreement. C. Neither termination of this Agreement nor completion of the acts to be performed under this Agreement shall release any party from its obligation to indemnify as to any claims or cause of action asserted so long as the event(s) upon which such claim or cause of action is predicated shall have occurred subsequent to the effective date of this Agreement and prior to the effective date of Termination or completion. 215 RCTC Agreement # 18-45-163-00 CHP# [INSERT CHP#] Exhibit A, Page 6 of 9 ARTICLE 7. AUDITS The contracting parties hereto shall be subject to the examination and audit of the State for a period of three (3) years after final payment under the contract. In addition, RCTC and CHP may be subject to the examination and audit by representatives of either party. The examination and audit shall be confined to those matters connected with the performance of the contract including, but not limited to the costs of administering the contract. RCTC and CHP agree to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records (Gov. Code Sect. 8546.7, Pub. Contract Code Sect. 10115 et seq., CCR Title 2, Section 1896). RCTC and CHP agree to maintain such records for possible audit for a minimum of three (3) years after final payment. ARTICLE 8. DISPUTES Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising under this Agreement which is not disposed of by mutual agreement of the parties may be submitted to an independent arbitrator mutually agreed upon by the CHP and RCTC. The arbitrator’s decisions shall be non-binding and advisory only, and nothing herein shall preclude either party, at any time, from pursuing any other legally available course of action, including the filing of a lawsuit. Pending a final decision of a dispute hereunder, both parties shall proceed diligently with the performance of their duties under this Agreement, and such continued performance of their duties under this Agreement shall not constitute a waiver of any rights, legal or equitable, of either party relating to the dispute. ARTICLE 9. RESOLUTION RCTC agrees to provide CHP with a resolution, motion, order or ordinance of the governing body, approving execution of agreements with CHP, and identifying the individual who is authorized to sign the Agreement on behalf of RCTC. 216 RCTC Agreement # 18-45-163-00 CHP# [INSERT CHP#] Exhibit A, Page 7 of 9 ARTICLE 10. OTHER TERMS AND CONDITIONS A. By and in consideration of the covenants and conditions contained herein, CHP and RCTC do hereby agree as follows: i. This Agreement, and any attachments or documents incorporated herein by inclusion or reference, constitutes the complete and entire Agreement between CHP and RCTC and supersedes any prior representations, understandings, communications, commitments, Agreements or proposals, oral or written. ii. This Agreement shall not become effective until: 1) Duly signed by both parties and approved by the Department of General Services Office of Legal Services, if applicable. 2) RCTC has submitted to CHP a copy of the resolution, policy, order, motion, or ordinance from RCTC approving execution of the Agreement and identifying the individual authorized to sign on behalf of RCTC. This space is intentionally left blank. 217 RCTC Agreement # 18-45-163-00 CHP# [INSERT CHP#] Exhibit A, Page 8 of 9 This Agreement is entered into by the parties listed below and shall be effective upon approval by the Department of General Services Office of Legal Services, if applicable. By executing this Agreement, the representatives of CHP and RCTC warrant that they have viewed and fully understand all provisions of this Agreement, and are authorized to bind their respective agencies to all terms of the Agreement’s provisions. STATE OF CALIFORNIA Department of California Highway Patrol RIVERSIDE COUNTY TRANSPORTATION COMMISSION P. SLINEY, Assistant Chief Administrative Services Division Anne Mayer Executive Director Date Date APPROVED AS TO FORM: Best, Best & Krieger LLP General Counsel Date 218