:.)1+

Report No:

Meeting Date

17-247

September 27, 2017

Alameda-Contra Costa Transit District

STAFF RE PO RTTO:

FROM:

SUBJECT:

AC Transit Board of Directors

Michael A. Hursh, General Manager

South County Corridors Transit Performance Initiative Project

ACTION ITEM

RECOMMENDED ACTION(S)

Consider receiving a project update on the South County Corridors Transit Performanceinitiative project and authorize the General Manager to execute a Cooperative Agreement withthe cities of Hayward, San Leandro, and Union City and the County of Alameda; and anOperations Agreement with Caltrans.

BACKGROUND/RATIONALE

The South County Corridors Transit Performance Initiative Project will optimize traffic flow formotorists and enhance the travel experience for bus riders along the Line 97 route by installingan Adaptive Traffic Control System (ATCS) and a Transit Signal Priority (TSP) system, andrelocating bus stops to far side. ATCS adjusts the signal timing to accommodate changing trafficconditions and respond to fluctuations in traffic patterns in real-time to ease traffic congestion.In addition, the project will improve pedestrian access to bus stops, such as reconstruction ofcurb ramps and sidewalk repairs. The Project intends to reduce transit traveltime and improveservice reliability.

In order to advance the Project, execute the Construction Management service contract andundertake construction of the project, the District needs to have an agreement in place withthe participating agencies to identify roles and responsibilities of project implementation,operations and maintenance.

The Cooperative Agreement between the District and the cities of Hayward, San Leandro, andUnion City, and the County of Alameda clearly outlines responsibilities associated with design,construction support, and ongoing operation and maintenance (O&M). The CooperativeAgreement is clearly defined to avoid any future misunderstanding over the projectimplementation and operations of new equipment and project improvements.

Of the 61 intersections in the project, Caltrans operates and maintains five intersections. Aseparate Operations Agreement with Caltrans, which outlines responsibility associated withdesign, construction support, and ongoing O&M.

The Board may recall that several funding sources were combined for the Line 97 Corridorproject. The District was awarded $5 million through the Metropolitan TransportationCommission's(MTC) Transit Performance Initiative(TPI) program. AC Transit, Alameda Countyand Union City received an additional $228,000 in Transportation Fund for Clean Air (TFCAI

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funding through the Alameda County Transportation Commission (ACTC) to offset the need forDistrict matching funds for the TPI grant. The project received another $500,000 from the NextGeneration ArterialOperations Program(NGAOP) to develop the systems engineering and the

specifications for the ATCS. Because the consultant costs ended up being less than estimated,MTC provided a final $140,000 to the District to help pay for the ATCS equipment procurement.The funding contribution was approved by the AC Transit Board of Directors in January 2016.None of the District's matching funds willgo toward improvements outside of the District.

A primary factor in MTC's decision for the award was the regional/multi-jurisdictional nature ofthe project. This includes capital investment in Union City that will benefit Union City Transitand AC Transit. No District capital funds dedicated to this project will be invested in Union City.

PROJECT UPDATE

In addition to the authorization to approve the Cooperative Agreement and OperationsAgreement, staff is providing the Board with a semi-annualproject update

The District awarded a Design Service contract in December 2016. Working with stakeholderagencies, design will be completed in early fall. The District also awarded an adaptive signalcontro[system vendor contract in September 20].6. A Construction Management(CM) Servicescontract is the third of several contracts necessary for project construction. The Boardapproved solicitation of CM services and an Invitation for Bid jIFB) for construction in February2017. Staff is expected to request the Board's approval of a successful proposer for the CMservice and the IFB in October 20].7.

Staff filed the California Environmental Quality Act (CEQA) Notice of Exemption on August 4,2017. Concurrently, residents, business owners and property owners who may be potentiallyimpacted by the proposed bus stop relocation and enhancements were notified via mail.Detailed project information is available on the District's website.

BUDGETARY/FISCAL IMPACT

The total project budget is $6.15 million. Of the total budget, AC Transit and its partnersreceived $5.7 million in federaland regionalfunding. AC Transit is providing matching funds inthe amount of $420,000 for this project.

The Cooperative and Operations agreements outline responsibilities associated with design andconstruction support and ongoing operation and maintenance, and it does not distributefunding to the other agencies. All stakeholder agencies are responsible for all equipment,except for TSP. The District's fiscal responsibility would be the maintenance of the TSP fieldequipment.

ADVANTAGES/DISADVANTAGES

The advantage of entering into Cooperative and Operations Agreements with the partneragencies is that responsibilities for all agencies are clearly defined to avoid any futuremisunderstanding over the project implementation and operations and maintenance of newequipment (O&M). The District is responsible for maintaining TSP field equipment. The fouragencies are responsible for allother equipment.

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The disadvantage of entering into the Cooperative and Operations agreements is that theagreements cover 15 years after system acceptance. Due to fast-paced technology changes,staff believes that 15 years willcover a usefullife of the systems implemented on this corridor.

ALTERNATIVES ANALYSIS

A possible alternative would be for the four agencies to maintain all new the equipmentincluding TSP. This would result in higher costs because it would require the District toreimburse the agencies for the responsibilities.

PRIOR RELEVANT BOARD ACTION/POLICIES

SR 17-040

SR17-228

Bid for Construction for South County Corridors Transit Performance InitiativeIlene 97) Project and Project Update

Notice of Exemption for the South Alameda County Major Corridors Travel Time

Improvement Project

ATTACHMENTS

1. Cooperative Agreement with the cities of Hayward, San Leandro, and Union City and theCounty of Alameda

2. Operations Agreement with Caltrans

Approved by:

Reviewed by:

Ramakrishna Pochiraju, Executive Director of Planning & Engineering

Claudia Allen. Chief FinancialOfficerDenise Standridge, GeneralCounselRobert del Rosario, Director of Service Development and PlanningJim Cunradi, Long-range Planning ManagerWil Buller, Traffic EngineerPrepared by:

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SR 17-247Attachment ].

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COOPERATIVE AGREEMENTBETWEEN THE STAKEHOLDER AGENCIES AND AC TRANSIT FOR DESIGN,

CONSTRUCTION, OPERATIONS AND MAINTENANCE OF THESOUTH ALAMEDA COUNTY MAJOR CORRIDORS TRAVEL TIME IMPROVEMENT PROJE(T

(AC TRANSIT LINE 97 TPI) IN UNINCORPORATED ALAMEDA COUNTY, SAN LEANDRO,HAYWARD, AND UNION CITY, CALIFORNIA

THIS COOPERATIVE AGREEMENT ("Agreement") is entered into upon full execution, by andbetween the County of Alameda, City of Hayward, City of San Leandro, and City of Union City

("STAKEHOLDER AGENCIES"), and the ALAMEDA-CONTRA COSTA TRANSIT I)ISTRI(:l ' ("ACTRANSIT") a special transit district established pursuant to California Public Utilities Code, Section

24501 et seq.

RECITALS

A. AC TRANSIT, in cooperation with other local, slate and federal agencies, includingSTAKEHOLDER AGENCIES, desire to construct transit-friendly roadway improvements andtraffic signalization improvements as specified in the attached Exhibits A, B, and C, which areincorporated by reference herein ("PROJECT")AC TRANSIT and the STAKEHOLDER AGENCIES have entered into a memorandum ofunderstanding ("MOU") regarding the PROJE(:l ' described herein. The PROJECT's ability toimplement seamless and coordinated timing between jurisdictions is enhanced by cooperationbetween the parties to the MOU.The MOU anticipated the need for implementing agreements, including, but not limited to, thisagreement.AC TRANSIT represents that it has $5,700,000 in federal and regional funds committed andavailable for the implementation of the PROJE(:T.STAKEHOLDER AGENCIES represent that they are ready and able to provide the staff timerequired to support delivery of the PROJE(l:l '.AC TRANSIT represents that it will complete the design of the PROJECT and administer theconstruction of the PROJECT upon Lhe approval and with the support of STAKEHOLDERAGENCY staff.The PROJE(;[' wi]] be imp]emented by AC TRANSIT un]ess otherwise noted. The PROJE(:]'will install sidewalk at select bus stops to facilitate pedestrian boarding of buses and upgradeADA ramps at select bus stops along the project length. The PROJE(:l ' will also upgrade trafficsignals with Transit Signal Priority technology so that signals can provide transit vehicles an earlygreen phase, or a green phase extension when needed. Other improvements to signals includeincorporation of an adaptive signal control system, and interconnect between signals.

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E.

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G

SECTION IPROJE(T DESIGN, CONSTRUCTION, ADMINISTRATION AND MAINTENANCE

A. STAKEHOLDER AGENCIES AGREE

To cooperate in the review, approval, and support of AC TRANSIT's design documents, contractadministration, procurement, and to provide resident engineering and inspection duringconstruction, administration services, and any additional reasonable support needed forPROJE(:T completion.To operate and maintain as installed and be responsible for the operation and maintenance of theelements installed as part of the PROJE(;l ' as identified in Exhibit B. California Department ofTransportation(Callrans) is not part of this Agreement. Caltrans and AC TR.ANSIT willenter

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into an Operations Agreement for the intersections owned and operated by Caltrtins within thePROJECT

To cooperate in AC TRANSIT's installation of the proposed existing and new bus stops that arepart of the PROJE(:l ' as identified in Exhibit C. Such cooperation shallinclude designating theidentified bus stop areas for use solely by AC Transit vehicles through the use of regulatory signs,pavement markings, anti red-painted curb. The PROJECT wilmot change ownership ormaintenance responsibilities of the existing and new bus stops. AC TRANSIT maintains buspoles. STAKEHOLDER AGENCIES maintain sidewalks and curb. Existing shelters, benchesand trash receptacles, if any, are maintained by STAKEHOLDER AGENCIES or a third partythrough a contract with STAKEHOLDER AGENCIES. Existing bus stop locations and proposedchanges to each location are identified in Exhibit C.To grant an encroachment permit authorizing AC TRANSIT or its contractor to perform allconstruction activities required by the PROJECT within the STA.KEHOLDER AGENCY right ofway

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B. AC TRANSIT AGREES

l To be responsible for planning, designing, engineering, constructing, testing, and implementingthe PROJECT and to cooperate with STAKEHOLDER AGENCIES and their staff, agents, inplanning, designing, engineering, constructing, testing, and implementing the PROJE(l:l ',including, but not limited to, the procurement of equipment and software in a manner that allowsSTAKEHOLDER AGENCIES to utilize, operate, and maintain such equipment and software,including, among other things, rights to utilize support services and enforce warranties.To, at its own expense, handle any environmental reviews and develop and implement a publicawareness program to inform the public regarding the PROJECT ' prior to its implementation.To designate, at its own expense, an AC TRANSIT representative to work with theSTAKEHOLDER AGENCIES in coordinating all aspects of the PROJECT including planning,engineering, construction and installation work.To include a provision in any construction or professional service contracts for the PROJE(:l ' thatrequires the contractor and its subcontractor(s) to defend, indemnify, and hold harmless theSTAj<EHOLDER AGENCIES from any claims, lawsuits or judgements arising out of thecontractor's negligence or willful acts or omissions arising out of its work under said constructionor professional services contracts (with legal counsel reasonably acceptable to theSTAKEHOLDER AGENCIES), to the fullest extent permitted by law.To include a provision in any construction or professional service contracts for the PROJE(;l 'requiring any contractor to name STAKEHOLDER AGENCIES as an additional insured withendorsements and certifications as provided in the attached Exhibit D, or in another mutually-agreeable form, as to work performed under the construction or professional service contracts.

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AC Transit will provide necessary equipment and support to maintain TSP system, and all associatedcables and equipment for the duration of this Agreement.

C. AC TRANSIT AND COUN'lY OF ALAMEDA (COUNTY) AGREE

l For the segment impacted by the Hesperian Boulevard Corridor Improvement Project fromEmbers Way to West A Street by the County, AC TRANSIT and the COUNTY agree to sharecost and responsibilities as provided in the attached Exhibit E.

SE(=rlON llMISCELLANEOUS PROVISIONS

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rHE PARTIES MUTUALLY AGREE

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2.

To cooperate, under the terms of this Agreement, in the support, review, and approval of thedesign, procurement, construction and implementation of the PROJECT.Upon completing and accepting allwork on Ihe PROJECT under this Agreement, ownership andtitle to the materials, equipment and appurtenances will be as provided in Exhibit B, andownership will automatically vest in the STAKEHOLDER AGENCY for those facilitiesidentified as owned by STAKEHOLDER AGENCY in Exhibit B. No further agreement will benecessary to transfer ownership as hereinbefore stated. The STAKEHOLDER AGENCIES willbe the sole owner and will be responsible for operation and maintenance of the traffic signal andcommunications equipment as provided in Exhibit B.STAKEHOLDER AGENCIES will enter into a Maintenance Agreement with STAKEHOLDERAGENCIES and Caltrans, which establishes on-going provision for cost sharing of maintainingthe adaptive signal control system.The parties shalleach observe and comply with allapplicable laws, ordinances, codes and

regulations of governmental agencies, including federal, state, municipal, and local governingbodies having jurisdiction over the scope of the PROJECT or any part thereof, including, but notlimited to, all laws and regulations regarding public works projects, the provisions of theCalifornia Occupational Safety and Health Act, and all federal, state, municipal, and local safetyragu lations .

Nothing in the provisions of this Agreement is intended to create duties or obligations to or rightsin third parties, or affect the legal liability of either party to the Agreement by imposing anystandard of care with respect to Ihe development, design, construction, operation, improvement ormaintenance of State highways and public facilities different or greater than the standard of careimposed by law.

Neither AC TRANSIT, nor its directors, officers and employees, shall be responsible for anydamage, loss, expense, costs or liability occurring by any act or omission by STAKEHOLDERAGENCIES under or in connection with any work, authority orjurisdiction delegated taSTAKEHOLDER AGENCIES under this Agreement. It is understood and agreed that, pursuantto Government Code Section 895.4, STAKEHOLDER AGENCIES sha]] fully defend, indemnifyand save harmless AC TRANSIT, and its directors, officers and employees from all claims, suitsor actions of every name, kind and description brought for or on account of injury (as defined inGovernment Code Section 810.8) occurring by reason of any act or omission bySTAKEHOLDER AGENCIES under or in connection with any work, authority or jurisdictiondelegated to STAKEHOLDER AGENCIES under this Agreement, except those arising by reasonof the sole negligence or willful misconduct of AC TRANSIT, its directors, its officers, or itsemployees.

Neither STAKEHOLDER AGENCIES, nor their officers and employees, shall be responsible forany damage, loss, expense, costs or liability occurring by reason of any act or omission by ACTRANSIT under or in connection with any work, authority or jurisdiction delegated to ACTRANSIT under this Agreement. It is understood and agreed that, pursuant to Government CodeSection 895.4, AC TRANSIT shall fully defend, indemnify and save harmless theSTAKEHOLDER AGENCIES, and their officers and employees from all claims, suits or actionsof every name, kind and description brought for or on account of injury (as defined inGovernment Code Section 810.8) occurring by reason of act or omission by AC TRANSIT underor in connection with any work, authority or jurisdiction delegated to AC TRANSIT under thisAgreement, except those arising by reason of the sole negligence or willful misconduct ofSTAl<EHOLDER AGENCIES, their officers, or their employees.

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In the event a STAKEHOLDER AGENCY installs a new signal on the PROJECT segmentduring the term of this }lgreenlent, Ihe STAKEHOLDER AGENCY is responsible for integratingthe new signal with the PROJECT.Except for the obligations for indemnification and dispute resolution, which shallsurvivetermination of this agreement, obligations under this cooperative agreement will be in effect for15 years from the date it is executed.The parties shall work together in the spirit of good faith and cooperation to successfullyimplement this Agreement. To the extent there are disagreements between the STAKEHOLDERAGENCIES and AC TRANSIT, those disagreements shall immediately be raised between theparties. Prior to initiating any legal action, the parties hereto agree to meet in good faith toattempt to resolve any dispute, including, but not limited to consulting with any TechnicalAdvisory Committee (TAC) or Technical Coordinating Committee (TCC) that is established toassist in project management. TAC will consist of executive managers of the STAKEHOLDERAGENCY, AC TRANSIT and Caltrans. TCC will be comprised of technical staff from theSTAKEHOLDER AGENCY, AC TRANSIT and Caltrans who are responsible for day-to-daytransportation service, operations and management of their respective systems within thePROJECT. In the event Lhe parties cannot resolve the dispute through the TAC and/or TCC, theywill make a thorough good faith effort to resolve such issues through a mediation processconducted by an impartial third party. The parties shall jointly select and engage the efforts of amediator to help resolve the dispute. The parties shall share the costs of the mediator equally. IfIhe issue still remains unsolved, either party may bring a legal action seeking resolution of thedisagreement. However, any and all legal actions hay only be brought if the preceding disputeresolution process has been satisfied.In the event a good faith dispute cannot be resolved through the dispute resolution processdescribed in Section 11.10 of this Agreement, either the STAKEHOLDER AGENCY or ACTRANSIT may terminate this Agreement upon 60 days' prior written notice to the other party. IfSTAKEHOLDER AGENCY desires to terminate this Agreement under this provision, suchwritten notice shallbe sent by U.S. Postal Service certified mailto: General Manager, ACTransit, 1600 Franklin Street, Oakland, CA 94612. If AC TRANSIT desires to terminate thisAgreement under this provision, such written notice shall be sent by U.S. Postal Service certifiedmail to STAKEHOLDER AGENCY general management address.In the event that this Agreement is terminated by either party before the PROJE(:T has beencompleted, AC TRANSIT shall pay only those reasonable costs incurred by theSTAKEHOLDER AGENCY for work that could not have been suspended at the time of thenotice of termination. AC TRANSIT will reimburse the STAKEHOLDER AGENCY for eligiblecosts incurred following termination that reasonably were incurred at the time of termination andsuch additional eligible costs necessary to bring any portion of the outstanding work to areasonable point of completion following the notice of termination. If there is any questionregarding the work to be completed, the parties will discuss the outstanding work and concur onthe stage at which the incomplete work will end following Ihe receipt of the notice of termination.If any term or provision of this Agreement, or the application of any term or provision of thisAgreement to a particular situation, shall be finally found to be void, invalid, illegal orunenforceable by a court of competent jurisdiction, then notwithstanding such determination,such term or provision shall remain in force and effect to the extent allowed by such ruling and allother terms and provisions of this Agreement or the application of this Agreement to othersituations shall remain in full force and effect. Notwithstanding the foregoing, if any term orprovision of this Agreement or the application of such material term or condition to a particularsituation is finally found to be void, invalid, illegal or unenforceable by a court of competentjurisdiction, then the parties hereto agree to work in good faith and fully cooperate with eachother to amend this Agreement to carry out its intent.

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This agreement and allwork perfoinled thereunder shallbe interpreted under and pursuant to thelaws of the Stale of California. The parties agree that thejurisdiclion and venue of any disputearising under this agreement shallbe the Superior Court of Alameda County.Neither party may assign or delegate any of its rights or obligations hereunder without firstobtaining the written consent of the otherEach party agrees to keep and maintain(and to require allcontractors and subcontractorsconnected with performance of this agreement to keep and maintain records) showing actual timedevoted and allcosts incurred in the performance of allwork subject to this agreement until three(3) years after the accepted completion of the project, or until such later date as is required underapplicable law; provided, however, that if any actions brought under the dispute resolutionprovisions of this agreement or lawsuits arising from this agreement have not been finallyresolved by the foregoing deadline, then any records which pertain to any such action shall bemaintained until such actions have been finally resolved.This agreement shall commence as of the date entered and shall continue in effect until the partiesreach a mu]ua]]y agreeab]e date for termination of the agreement after a]] work required by thisagreement has been completed.Ajl of the terms, provisions and conditions of the agreement hereunder, shall be binding upon andinure the parties hereto and their respective successors, assigns and legal representatives.By signing this agreement, STAKEHOLDER AGENCIES and AC TRANSIT covenant that eachpresently has no interest, direct or indirect, which would conflict in any manner or degree withthe performance of Lhe services called for under this agreement. STAKEHOLDER AGENCIESand AC TRANSIT further covenant that in the performance of this agreement no person havingany such interest shall be employed by the STAKEHOLDER AGENCYThis agreement represents the entire agreement of the parties with respect to the subject matterhereof, and all such agreements entered into prior hereto are revoked and superseded by thisagreement, and no representations, warranties, inducements or oral agreements have been madeby any of the parties except as expressly set forth herein, or in other contemporaneous writtenagreements. This agreements may not be changed, modified or rescinded except in writing,signed by all parties hereto, and any attempt at oral modification of this agreement shall be voidand of no effect.

This agreement may be executed in any number of original counterpart signature pages, and eachcounterpart signature page shall be attached to and incorporated in the original agreement.By signing this agreement, each signatory warrants and represents that he/she executed thisagreement in his/her authorized capacity and that by his/her signature on this agreement, he/saleor, if acting on behalf of an entity, the entity upon behalf of which he/she acted, executed thisagreement.

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SE(:TION lllDEFINITIONS

STAKEHOLDER AGENCIES -- Collectively the County of Alameda, City of Union City, City of SanLeandro, and the City of Hayward.

STA]':EHOLDER AGENCY each of the County of Alameda, City of Union City, City of San Leandro,and the City of Hayward.

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Signed by

AC Transit Date

Michael Hursh

General Manager

Approved as to form and content

Denise Standridge

General Counsel for AC Transit

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City of Sun Leandro Date

Keith Cooke

Engineering & Transportation Director

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City of Union City

Antonio Acosta

City Manager

Date

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County of Alameda Dtite

Wilma Chan

President, Alameda County Board of Supervisors

Approved as to form:

Donna R. Ziegler, County Counsel

By: Kathy Lee, Deputy County Counsel

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City of Hayward Date Date

Morad Fakhrai

Director of Public Works

Engineering and Transportation

Kelly McAdoo

City Manager

Date Attest Date

Michael Lawson

City Attorney

Miriam Lens

City Clerk

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SR 17-247

Attachment 2

OPERATIONS AGREEMENT between State of California Department ofTransportation and the Alameda-Contra Costa Transit District for

Installation, Operation, and Maintenance of Adaptive Traffic Managementand Transit Signal Priority System for the South Alameda County Major

Corridors Travel Time Improvement Project

1. INTRODUCTION

This is an Agreement between the State of California, Department of Transportation (CALTRANS) and

Alameda -- Contra Costa Transit District (AC Transit), covering installation, operation and maintenanceresponsibilities for Ihe adaptive traffic management and transit signal priority (TSP) system alongHesperian Boulevard and Alvarado-Niles Road (AC Transit Line 97), herein after referred to as theCorridor, in the cities of Hayward, San Leandro, and Union City, and the County of Alameda. Thisdocument outlines the intentions and policies of the parties involved. It is not intended to authorizefunding or project effort.

11. PURPOSE AND BACKGROUND

l AC Transit desires to synchronize STAKEHOLDER AGENCY-owned traffic signals withadjacent CALTRANS traffic signals on the Corridor. AC Transit received MTC's TransitPerformance Initiative (TPI) Program and Next Generation Arterial Operations Program(NextGen AOP), and by Bay Area Air Quality Management District Transportation for Clean Airfunds to improve traffic signal synchronization along the Corridor. AC Transit developed theSouth Alameda County Major Corridors Travel Time Improvement Project to satisfy therequirements of the grant funding. The intersections covered under this Agreement are listed inExhibit A. AC Transit and STAKEHOLDER AGENCIES will enter into a cooperativeagreement for the Corridor's adaptive traffic management and transit signal priority (TSP)system, but STAKEHOLDER AGENCIES are not part of this Agreement. STAKEHOLDERAGENCIES and Caltrans will enter into a separate Maintenance Agreement which establishes ongoing provision for cost sharing for maintaining the adaptive signal control system.

111 KQUIPMENT INSTALLED IN CALTRANS RIGHT-OF-WAY

1. CALTRANS owns the right-of-way and all new equipment installed in CALTRANS right-of-

way, in perpetuity, except Transit Signal Priority (TSP) equipment. See attached Exhibit B for alisting of new equipment transferring to CALTRANS three years after system acceptance whenthe vendor maintenance contract expires.

IV. TERMS OF MAINTENANCE

1. CALTRANS signals will provide three (3) 2070 controllers operating the CALTRANS's TSCP

controller software. CALTRANS will provide three (3) GPRS modems.

2. CALTRANS will maintain all equipment located in the CALTRANS's right-of-way for aminimum of 15 years after transfer of the equipment.

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OPERATIONS AGREEN4ENT between State of California Department of Transportation and the Alameda-ContraCosta Transit District for Installation. Operation. and Maintenance of Adaptive Traffic Management and TransitSignal Priority Systen] for the South Alameda County N4ajol- Corridors Travel Tin)e Improvement

3. CALTRANS will temporarily disable TSP or adaptive equipment and resume operation in the

event of TSP or adaptive equipmenimall:unctions if a quick repair is not possible.

4. CALTRANS will notify AC Transit and STAKEHOLDER AGENCIES within 48 hoursregarding any changes to the adaptive traffic management and TSP systems. AC Transit

understands that workload and staffing factors may affect the actual amount of time prior tonotification .

5. AC Transit will provide necessary TSP equipment to support maintenance of TSP system, and allassociated cables and equipment for a minimum of 15 years after the initial deployment.

6. AC Transit will only access the CALTRANS' facilities with a CALTRANS' representative from

either the Electrical Maintenance or Signal Operations group present. Contact information will

be provided. AC Transit shall notify at least 48 hours in advance of need to access IheCALTRANS' facilities.

7. AC Transit shall provide all replacement equipment, components, cables or parts for the adaptive

system necessary for the proper operation of the systems until the adaptive system vendor

maintenance contract expires.

8. CALTRANS shall maintain equipment at the CALTRANS' facilities on a regular and timelybasis in accordance with manufacturer's I'ecommendations after the vendor maintenance contract

expires.

9. AC Transit shall clearly mark, label, and identify all equipment and cables associated with theadaptive and TSP systems.

10. AC Transit shall provide and maintain a laminated printed list in cabinet of steps for CALTRANSMaintenance personnel Lo take in event of incident or problems with adaptive or TSP equipment,

including how to disconnect/disable equipment. AC Transit emergency maintenance contactinformation shall also be provided.

v. TERMS OF INTERSECTION OPERATION

l The Kadence adaptive system shall be designed, installed and maintained in such a manner as tominimize ramp queues and overpass queues. Unless otherwise specified herein, all traffic signaltiming settings shall remain as configured by CALTRANS. All adaptive signal system settings

shall be set according to CALTRANS signal operation criteria and policies. Any changes to theadaptive system settings shall be made exclusively by, or as directed by CALTRANS. Any

requests for changes to signal or adaptive system settings desired by AC Transit or aSTAKEHOLDER AGENCY shall be submitted to CALTRANS for approval and presented to theTAC. In the event that the adaptive and TSP systems exacerbate congestion and queuing

conditions, CALTRANS will temporarily disable the adaptive system and resume normaloperations while under review by the TAC for resolution. The parameters that Kadence adaptive

control system will modify on CALTRANS' TSCP controllers are limited to the following:

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OPERATIONS AGREEMENT I)etu'een State of California Department of Transportation and the AJamecla-ContraCosta Transit District for Installation, Operation, and Maintenance of Adaptive Traffic Management and TransitSignal Priority System for the South Alameda County N'major Corriclois Travel Time Impiovenlent

1 ) Cycle; 2) Offset A, Offset B, Offset C; 3) Green factors/force-offs for phases 1-8; 4) Force-ollFlag(set this to Green Factor); and 5) Lag indicator(for adjustments to sequence).

Tile following responsibilities have been identified and agreed upon by both parties

VI. MUTUALLY AGREED

l Equipment and devices shall be reviewed and approved by CALTRANS prior to installation

2. The three CALTRANS signals with adaptive traffic control system will communicate 1) directly

back to CALTRANS District 4 office to Ihe existing KITS signal management central system via

GPRS modems and 2) to the adaptive servers (one in Hayward and one in San Leandro) as part ofLhe Line 97 project.

3 Two communications ports on the 2070 will be utilized to simultaneously communicate with two

separate systems/network (District 4 TMC central system and Line 97 adaptive system). The two

communications ports on the 2070 will be the Ethernet port and a serial port. CALTRANS will

access the Line 97 adaptive system via the serial port. CALTRANS shall ensure TSCP softwarefunctions properly and allow the serial port overriding command control.

4 AC Transit wi]] maintain a remote access via virtual private network for CALTRANS District 4traffic operations staff to remotely access the adaptive system for management and maintenance.

This functionality provided with the KITS signal management system will not require installationof any additional software. Any security features required by CALTRANS configurable underTCP/IP protocol shall be incorporated by AC Transit. CALTRANS shall provide GPRS wirelesscommunication service for the modems in its controller cabinets.

5. All network/computer security precautions/procedures shall be according to CALTRANS policies

and requirements. Neither AC Transit nor STAKEHOLDER AGENCIES shall have access to

modify CALTRANS signal timing and CALTRANS shall not have access to modifySTAKEHOLDER AGENCY signal timing.

6. AC Transit wi]] maintain an inventory of at least ONE TSP replacement unit for all Caltransintersections.

7. AC Transit shall not alter, adjust, modify, remove, replace, disconnect, activate or deactivate

CALTRANS equipment without authorization from CALTRANS. AC Transit is not authorized toaccess the CALTRANS's facilities without a CALTRANS representative present.

8 AC Transit shall provide initial training for adaptive traffic management system

9 CALTRANS shall respond to all incidents. CALTRANS may, without prior notice, temporarilydeactivate adaptive or TSP equipment remotely or locally at any time if problems appear that are

suspected to be caused or exacerbated by adaptive or TSP. CALTRANS will make a reasonable

effort to notify AC Transit within 48 hours regarding any changes to the PROJECT adaptive andTSP system ASAP, prior to action if feasible. AC Transit understands that workload and staffing

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C)PERATIONS AGREED\DENT I)etu,een State of California Department of Transportation and the Alameda-ContraCosta Transit District for Installation, Operation. and N4aintenance of Adaptive Traffic l\4tlilagement and TransitSignal Priority S}'stem for the South .Nameda County Major Corridors Travel Time Improvement

factors may affect the }lctual }tmount of time prior to notification. Care shallbe taken to ensure

EVP system is not affected by turning off TSP system.

10 FACILITIES DAMAGE: CALTRANS shall provide emergency response and replace/restore allCALTRANS equipment to proper operation. CALTRANS will deactivate and disconnect and

remove any damaged PROJECT equipment, if necessary. CALTRANS will make a reasonableeffort to notify AC Transit and STAKEHOLDER AGENCIES within 48 hours regarding anydamage to PROJECT system or failure of PROJECT system components. AC Transit andSTAKEHOLDER AGENCIES understand that workload and staffing factors may affect theactual amount of time prior to notification.

11 The parties shall work together in the spirit of good faith and cooperation to successfully

implement this Agreement. To the extent there are disagreements among CALTRANS, ACtransit and STAKEHOLDER AGENCIES, those disagreements shall immediately be raisedbetween the parties. Prior to initiating any legal action, the parties hereto agree to meet in goodfaith to attempt to resolve any dispute, including to consulting with the Technical AdvisoryCommittee (TAC) and/or Technical Coordinating Committee (TCC). The TAC will consist ofexecutive managers of STAKEHOLDER AGENCIES, AC TRANSIT and CALTRANS. TheTAC is responsible for formulating policy and institutional issues pertaining to the Corridor andspecifically approved transportation projects and updating the members' governing boards on thestatus and issues of the Project. The TAC will direct the TCC. The TCC will be comprised of

technical staff from the partnering agencies responsible for day-to-day transportation service,operations and management of their respective systems within the Corridor. In the event the

parties cannot resolve the dispute through the TCC and TAC, they will make a through good faitheffort to resolve such issues through a mediation process conducted by an impartial third party.The parties shall jointly select and engage the efforts of a mediator to help resolve the dispute.The parties shall share the costs of the mediator equally. If the issue still remain unsolved, eitherparty may bring a legal action seeking resolution of the disagreement. However, any and all legal

actions may only be brought in the preceding disputes resolution process has been satisfied.

VII. DEFINITIONS

l STAKEHOLDER AGENCIES -- Collectively the County of Alameda, City of Union City, Cityof San Leandro, and the City of Hayward.

2. STAKEHOLDER AGENCY -- each of the County of Alameda, City of Union City, City of SanLeandro, and the City of Hayward.

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OPERATIONS AGREEMENT I)ctwecn State of California Department of Tiansporlation ztiid the AJanleda-Contnl

Costa Trallsit District for Installation, Operation, alla Maintenance of Adaptive Tniffic Managenlenl and TransitSignal Priority ' System for the South Alamo(la County N4ajor Corridors Travel Time Improvement

IN WITNESS VVHEREOF Ihe parties have executed this Agreelllent on the dates indicated below, thelatest ofwhich shallbe deemed the effective date of this Agreement.

State of California Department ofTransportation

(CALTRANS)

Sean Nozzari, District Deputy Director Date

District 4

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OPERATIONS AGREElvIENT between State of California Dei)artment of Transportation and the Alameda-ContraCosta Transit District for Installation, Operation, anti Maintenance of Adaptive Traffic l\management and TransitSignal Priority System for the South .AJamccla County Major Corridors Travel Time Improvement

Alameda Contra Costa Transit District

(AC Transit)

Signed by

AC Transit Date

Michael Hursh

General Manager

Approved as to form and content

Denise Standridge

General Counsel for AC Transit

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