FUNDING AGREEMENT NO. 641
BETWEEN
THE CONTRA COSTA TRANSPORTATION AUTHORITY
AND
THE CITY OF HERCULES
FOR COST SHARING COMMITMENTS TO DESIGN AND CONSTRUCT THE COUNTYWIDE SMART SIGNALS PROJECT This Agreement is made and entered into on_______, 2024 by the City of Hercules hereinafter referred to as ("CITY") and the CONTRA COSTA TRANSPORTATION AUTHORITY hereinafter referred to as ("AUTHORITY"). CITY and AUTHORITY are collectively referred to herein as the “Parties” and each individually as a “Party.”
RECITALS
1. AUTHORITY is the project sponsor and designated lead agency for implementing the Countywide Smart Signals Project within Contra Costa County, hereinafter referred to as “PROJECT”, which is a program to install signal system and intelligent transportation system (ITS) equipment upgrades to key identified intersections within Contra Costa County cities with the objective to coordinate and synchronize the timing of the signals.
2. AUTHORITY is the recipient of the Metropolitan Transportation Commission’s (MTC’s) One Bay Area Cycle 3 (OBAG 3) funds for design, construction, and deployment of the PROJECT.
3. CITY and AUTHORITY have identified 5 intersections to recommend for signal system and intelligent transportation system (ITS) equipment upgrades for inclusion in the PROJECT estimated at $567,597 (See Exhibit A)
4. CITY agrees to provide AUTHORITY with the minimum 11.47% local matching funds to the OBAG 3 funds in the amount of $65,091 in Fiscal Year 2024-25 to pay for the design and installation of upgraded equipment located within CITY’s right-of-way and cost of construction as part of the PROJECT.
5. CITY and AUTHORITY agree that the final matching funds requirements may be adjusted accordingly based on the final actual design and construction costs incurred and will be reconciled at the completion of the PROJECT as defined in paragraph 6 below.
NOW, THEREFORE, in consideration of the foregoing, the AUTHORITY and CITY do hereby agree as follows:
SECTION I
CITY AGREES:
To provide AUTHORITY matching funds for upgrading equipment and construction cost for the City’s portion of the PROJECT in an amount of $65,091, which represents 11.47% of the OBAG3 funds of $567,597, no later than 30 days from receiving an invoice from AUTHORITY.
To work collaboratively with AUTHORITY to implement the PROJECT.
SECTION II
AUTHORITY AGREES:
To lead the development process including planning, design, construction, and deployment of the PROJECT, as described in Exhibit A and the Operations and Maintenance Agreement to be negotiated by the CITY and AUTHORITY following execution of this Agreement.
To submit an invoice to CITY for an amount of $65,091 prior to December 31, 2024.
To work collaboratively with CITY to implement the PROJECT.
SECTION III
IT IS MUTUALLY AGREED:
1. (a) That the cost to complete PROJECT is only an estimate and may require adjustments depending on the final cost. At the completion of the PROJECT, and if AUTHORITY determines that the match amount provided by CITY is exceeded, it will notify and seek approval of CITY to provide additional matching funds. Completion of the Project is defined as when AUTHORITY accepts and certifies that all phases of the PROJECT construction–including but not limited to installation, deployment, and activation of equipment–are completed. (b) If AUTHORITY determines that the match amount provided by CITY exceeded the amount needed to complete the PROJECT then AUTHORITY will refund CITY the balance of the original match amount provided by CITY and indicated in paragraph 1 of Section I.
2. Term: This Agreement will remain in effect through December 31, 2028, or at the completion of the PROJECT, whichever occurs first, or until discharged as provided in Paragraph 3 below or as a result of paragraph 12 below.
3. Discharge: This Agreement shall be subject to discharge as follows:
a. Either Party may terminate this Agreement at any time until construction of the PROJECT begins, other than for breach. Either Party may terminate by giving written notice of termination to the other Party which shall specify both the cause and the effective date of termination. Notice of termination under this provision shall be given at least ninety (90) days before the effective date of such termination. Once construction of the PROJECT begins, neither party may terminate this Agreement unless there is a breach as addressed in paragraph 3(b) below.
b. This Agreement may be canceled by a Party for breach of any obligation, covenant, or condition hereof by the other Party, upon notice to the breaching Party. With respect to any breach which is reasonably capable of being cured, the breaching Party shall have 30 days from the date of the notice to initiate steps to cure. If the breaching party diligently pursues cure, such party shall be allowed a reasonable time to cure, not to exceed sixty (60) days from the date of the initial notice, unless a further extension is granted by the non-breaching Party. On cancellation, the non-breaching party retains the same rights as a Party exercising its right to terminate under the provisions of paragraph 3(a), except that the canceling Party also retains any remedy for breach of the whole contract or any unperformed balance.
By mutual consent of both PARTIES, this Agreement may be terminated at any time.
d. In the event of termination, AUTHORITY shall reimburse CITY, if AUTHORITY deems necessary, for overpayment by CITY based on the difference between actual cost share and estimated cost share, which such difference shall be determined in AUTHORITY’s sole discretion. In no event shall the maximum expenditure allowed under this Agreement, as it may be adjusted by a written amendment signed by both parties, be exceeded.
4. Indemnity: It is mutually understood and agreed, relative to the reciprocal indemnification of AUTHORITY and CITY:
a. That neither AUTHORITY, nor any officer or employee thereof, shall be responsible for, and CITY shall fully indemnify and hold harmless AUTHORITY against, any damage or liability occurring by reason of anything done or omitted to be done by CITY under or in connection with any work, authority or jurisdiction by CITY under the Agreement. It is also understood and agreed that pursuant to Government Code Section 895.4, CITY shall fully indemnify and hold the AUTHORITY harmless from any liability imposed for injury as defined by Government Code Section 810.8 occurring by reason of anything done or omitted to be done by CITY under this Agreement or in connection with any work, authority, or jurisdiction delegated to CITY under this Agreement. b. That neither CITY, nor any officer or employee thereof, shall be responsible for, and AUTHORITY shall fully indemnify and hold harmless CITY against any damage or liability occurring by reason of anything done or omitted to be done by AUTHORITY under or in connection with any work, authority, or jurisdiction by AUTHORITY under the Agreement. It is also understood and agreed that pursuant to Government Code Section 895.4, AUTHORITY shall fully indemnify and hold the CITY harmless from any liability imposed for injury as defined by Government Code Section 810.8 occurring by reason of anything done or omitted to be done by AUTHORITY under this Agreement or in connection with any work, authority, or jurisdiction delegated to AUTHORITY under this Agreement.
5. Notices: Any notice which may be required under this Agreement shall be in writing, shall be effective when received, and shall be given by personal service, or by certified or registered mail, return receipt requested, to the addresses set forth below, or to such addresses which may be specified in writing to the parties hereto.
Dante Hall
City Manager
111 Civic Drive
Hercules, CA 94547
Timothy Haile
Executive Director
Contra Costa Transportation Authority
2999 Oak Road, Suite 100
Walnut Creek, CA 94597
6. Additional Acts and Documents: Each Party agrees to do all such things and take all such actions, and to make, execute and deliver such other documents and instruments, as shall be reasonably requested to carry out the provisions, intent and purpose of this Agreement.
7. Integration: This Agreement represents the entire Agreement of the Parties with respect to the subject matter hereof. No representations, warranties, inducements or oral agreements have been made by any of the Parties except as expressly set forth herein, or in other contemporaneous written agreements.
8. Amendment: This Agreement 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 void and of no effect.
9. Independent Agency: AUTHORITY renders its services under this Agreement as an independent agency. None of the AUTHORITY’s agents or employees shall be agents or employees of the CITY.
10. Assignment: This Agreement may not be assigned, transferred, hypothecated, or pledged by any Party without the express written consent of the other Party.
11. Binding on Successors, etc.: This Agreement shall be binding upon the successor(s), assignee(s) or transferee(s) of the AUTHORITY or CITY as the case may be. This provision shall not be construed as an authorization to assign, transfer, hypothecate or pledge this Agreement other than as provided above.
12. Severability: Should any part of this Agreement be determined to be unenforceable, invalid, or beyond the authority of either Party to enter into or carry out, such determination shall not affect the validity of the remainder of this Agreement which shall continue in full force and effect; provided that, the remainder of this Agreement can, absent the excised portion, be reasonably interpreted to give effect to the intentions of the Parties.
13. Limitation: All obligations of AUTHORITY under the terms of this Agreement are expressly subject to the AUTHORITY's continued authorization to collect and expend the sales tax proceeds provided by MEASURE C and MEASURE J. If for any reason the AUTHORITY's right to collect or expend such sales tax proceeds is terminated or suspended in whole or part, the AUTHORITY shall promptly notify CITY, and the PARTIES shall consult on a course of action to determine how to accomplish the PROJECT or if this Agreement should be terminated. If, after sixty (60) working days of the termination or suspension of sales tax proceeds authority, a course of action is not agreed upon by the PARTIES, this Agreement shall be deemed terminated by mutual or joint consent; provided, that any obligation to fund from the date of the notice shall be expressly limited by and subject to (i) the lawful ability of the AUTHORITY to expend sales tax proceeds for the purposes of the Agreement; and (ii) the availability, taking into consideration all the obligations of the AUTHORITY under all outstanding contracts, agreements to other obligations of the AUTHORITY, of funds for such purposes.
14. No Third Party Beneficiaries: This Agreement is not for the benefit of any person or entity other than the parties.
15. Dispute Resolution: The Parties shall work together in the spirit of good faith and cooperation to successfully implement this Agreement. Should a substantive disagreement arise between the Parties, the disagreement shall immediately be raised between the Parties. Prior to initiating any legal action, the Parties agree to meet in good faith to attempt to resolve any dispute, including but limited to meetings between executive management and participating in mediation. The Parties shall jointly select and engage the effort of a mediator to help resolve the dispute. The Parties shall equally share the costs of the mediator. If the issue is still unresolved, either Party may bring a legal action seeking resolution of the disagreement. However, any and all legal actions may only be brought if the preceding dispute resolution process has been satisfied.
16. Venue: This Agreement and all work performed thereunder shall be interpreted under and pursuant to the laws of the State of California. The Parties agree that the jurisdiction and venue of any dispute arising under this Agreement shall be the Superior Court of Contra Costa County.
17. Counterparts: This Agreement may be executed in any number of original counterpart signature pages, and each counterpart signature page shall be attached to and incorporated into this original Agreement.
Signatures on the following page.
CONTRA COSTA TRANSPORTATION
CITY OF HERCULES AUTHORITY
By: By:
Dante Hall, City Manager Newell Arnerich, Chair
ATTEST:
By: By:
Eibleis Melendez, City Clerk Tarienne Glover, Clerk of the Board APPROVED as to form:
By: By:
Christie Crowl, City Attorney Fennemore Wendel, Legal Counsel FUNDING AGREEMENT NO. 641
between
The Contra Costa Transportation Authority
and
The City of Hercules
EXHIBIT A
DESCRIPTION OF THE PROJECT
BACKGROUND
The Smart Signals project in Contra Costa County is a CCTA led countywide project to upgrade traffic signal system and communication systems throughout its 19 cities and unincorporated communities.
Contra Costa County is home to 19 cities/towns and the County, which includes numerous unincorporated communities. There are approximately 1400 traffic signals within the County, Caltrans-owned and various city-owned. Most of these traffic signals are located either along major arterials, including State Routes, identified as Routes of Regional Significance (RSS) or other major and minor arterials in the cities/towns.
The project will develop, manage, and implement Intelligent Transportation System (ITS) initiatives such as upgrading the existing legacy systems, providing interconnectivity throughout Contra Costa County signal systems and enhance the sharing of real-time information between agencies and the public.
The existing traffic signal systems in most jurisdictions located within Contra Costa County are legacy systems and are outdated or antiquated compared to newer traffic signal systems. These signal systems currently lack the communication infrastructure such as fiber and cellular/wireless-based communication, which makes it difficult to implement traffic signal synchronization and coordination between traffic signals along an arterial. Most corridors do not currently include Signal Control and Prioritization (SCP) technologies to promote transit usage to reduce delay and travel times for transit vehicles and reduce response time for emergency vehicles.
These deficiencies result in severe traffic congestion within the cities/towns and may result in spillover onto freeways and cause a chain reaction of congestion along local arterials. The current system contributes to overall commuter travel times and delays, increases greenhouse gas emissions and fuel consumption, as well as incidents and collisions. These deficiencies were documented following extensive discussions with the cities and towns regarding traffic signal operation within the Contra Costa County.
CCTA and the project Stakeholders have initially identified these deficiencies, which are translated as the following project goals: 1) Improve safety and minimize crashes, injuries, and fatalities between motorists, bicyclists, and pedestrians; 2) Optimize mobility along major corridors and RRS; and 3) Advance to Smart City and Internet of Things (IOT) solutions.
PROJECT ELEMENTS
The Smart Signals project will develop, manage, and implement ITS initiatives that improve the safety and efficiency of multimodal mobility, maximize highway and arterial system throughput, and improve operational efficiency, safety, and reduce environmental impact throughout the county. By upgrading the existing legacy systems and providing interconnectivity throughout Contra Costa County signal systems, the county’s traffic signal systems can be prepared for future emerging technologies including connected and/or autonomous vehicles, big data, integrated corridor management (ICM), enable implementation of incident management strategies and Smart Cities initiatives. This solution can enhance the sharing of real-time information between agencies and the public using existing and next generation ITS technologies.
The upgraded traffic signal systems and signal interconnect will help smooth traffic flow and ease recurring traffic congestion by expanding mode choice options and reducing travel time on local streets and roads. Upgraded traffic signals will benefit pedestrians and transit commuters by reducing wait times at intersections, improving total travel time for all modes while making transit and pedestrian more viable transportation options. The Smart Signal systems would also improve the safety of pedestrians, bicyclists, vulnerable road users, and people with disabilities by deployment of detection systems.
To accomplish these goals, CCTA is applying a Smart Signal approach that will include the implementation of ITS equipment including upgraded traffic signal controllers and cabinets, upgraded Advanced Traffic Management System (ATMS) for each agency to provide remote command and control from a centralized Traffic Management Center (TMC) or Traffic Operations Center (TOC) location, Closed-circuit Television (CCTV) cameras, SCP for transit and emergency vehicles, and vehicle detection systems deployed on predefined designated arterials and state routes. These improvements will provide local cities and Caltrans day-to-day county-wide traffic management capabilities in addressing recurrent traffic congestion as well as provide CCTA capabilities for managing the system during non-recurring traffic congestion caused by diverted traffic due to major incidents on the freeway or during any evacuation efforts.
The PROJECT’s key features and benefits include but are not limited to some of the following:
Providing infrastructure for a countywide traffic management system Upgrading local signal controllers and signal system hardware, software, and firmware Deploying bicycle and pedestrian detection software for vulnerable road user protection Providing SCP, including Transit Signal Priority (TSP) and Emergency Vehicle Preemption (EVP) capabilities Enabling local event management signal timing options
Taking a proactive approach to safety by identifying “near miss” situations for analysis Enabling cities and CCTA to proactively manage day-to-day traffic Enabling cities to proactively manage traffic on local streets that has diverted off the freeway due to a major freeway incident Identifying alternative routes with timing optimized for incident management Allowing shared control and operation, improving cross jurisdictional traffic management Allowing cities/CCTA access to monitor all CCTV cameras and traffic signals for the purpose of optimizing day-to-day operations Deployment of the Smart Signals Project is expected to result in operational and safety improvements for all modes of transportation, such as:
Decrease in travel time,
Decrease in total delay,
Reduction in number of stops
Reduction in secondary accidents
Decrease in fuel consumption and greenhouse gas emissions Promotion of transit ridership
Reduction of response time for emergency vehicles
When operating together, these enhancements increase safety and reliability, and support environmental sustainability, economic development, and equitable access for all travelers.
CITY OF HERCULES ELEMENTS
The signals located at the following intersection are included in the Project and are proposed to receive Smart Signal upgrades. (See Table 1 below) Table 1: City of Hercules PROJECT Intersections
LIST OF INTERSECTIONS
Signal No.
Primary Street
Secondary Street
1 San Pablo Ave
Hercules Ave
2 San Pablo Ave
Sycamore Ave
3 San Pablo Ave
Market Dr
4 San Pablo Ave
John Muir Pkwy
5 San Pablo Ave
Victoria Cres E
The recommended upgrades for signals located in Hercules include:
Signal controller firmware updates
Video/Radar detection
Ethernet Over Copper (EOC) for communication between the signals Pan-Tilt-Zoom (PTZ) cameras
An Advanced Traffic Management System (ATMS)
Traffic signal synchronization, and
Video Analytics.
Based on preliminary estimates, the upgraded equipment, including cost of construction, is shown below. The City is responsible to provide the minimum 11.47% match.
Total Number of Signals – 5
Total funding – $567,597
Local match required – $65,091 (11.47%)
FUNDING AGREEMENT No. 641
Countywide Smart Signals Design and Construction Phases
Exhibit A Page 3 of 3
DRAFT 2-08-06 FUNDING AGREEMENT No. XX.XX.XX
Exhibit C City of San Ramon
29222494.1/060323.0001
RESPONSIBILITY
PROJECT ACTIVITY STATE AUTHORITY CITY