ACTION ITEM · 2017-10-19 · Report No. 17-232b Page 3 of 3 ALTERNATIVES ANALYSIS Given that the...

l.# Report No:

Meeting Date

17-232b

October 25, 2017

Alameda-Contra Costa Transit District

STAFF RE PO RTTO:

FROM:

SUBJECT:

AC Transit Boa rd of Directors

Michael A. Hursh, General Manager

Stanford University Line U Transit Service Agreements

ACTION ITEM

RECOMMENDED ACTION(S

Consider authorizing the General Manager to enter into Transit Service Agreements withStanford University and the Stanford Medical Center for operation of Line U bus service

BACKGROUND/RATIONALE

On August 9, 2017, the AC Transit Board of Directors authorized the General Manager to enterinto an agreement with Stanford University (the University) for continued Line U service. Atthat meeting, concerns were expressed over the escalation in the District's financialcontribution to Line U operating costs since its inception in 2004 when there was no financialcommitment from the District. The Board was also concerned overthe timing of the renewalofthe contract with Stanford, three weeks before the previous contract expired.

Following the meeting, the General Manager directed staff to continue discussions with theUniversityto improve the District'sterms of the proposed contract. The main goalas set by theGeneral Manager was to have the District return to the 2004 cost distribution levels with theUniversity assuming the cost in addition to its established 30% contribution and a fixed RegionalMeasure 2 IRM-2) contribution of $311,238.

In 2004, as part of an agreement with the University and the Metropolitan TransportationCommission (MTC), the District agreed to operate Line U service but did not financiallycontribute to funding the service

During the negotiation process, staff learned that a significant portion of Line U ridershipconsists of Stanford Medical Center (Hospital) employees. Given the benefit to Hospitalemployees, the District and the University agreed to request that the Hospital financiallycontribute a similar amount to Line U operations. Furthermore, the University agreed to meetand confer with representatives from the Hospital to present a proposal to share costs. Withthe expansion of facilities, the Hospital is obligated to contribute $50,000 annually to theDistrict as part of its conditions of approval for expanding. However, both the District and theUniversity concluded that the contribution should be increased and commensurate with theHospital's share of Line U ridership.

University staff met with Hospital staff on Wednesday, August 30, 2017 to discuss Line U cost-sharing. On September 8, 2017, staff received confirmation from the University that theHospitalwould fund half of the remaining operating cost for the service beyond the fixed RM-2

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Report No. 17-232b

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contribution. These financialterms would leave the District with no financialobligation towardthe service. Upon further detailed discussions between staff from the District, the University,and the Hospital, District staff has reached an agreement with the University and the Hospitalto fully fund the District's Line U service less the fixed Regional Measure 2(RM-2) contributionfrom the Metropolitan Transportation Commission(MTC). The terms of the agreement have ACTransit providing no financialcontribution, while the cost of the service is divided between theUniversity, the Hospitaland RM-2 as follows:

Because the University and the Hospitalare two wholly-separate entities, the District willenterin two separate agreements--one with the University and one with the Hospital. The languagebetween the two agreements is similar and will account for escalation in the cost of service toensure that the District will not have a financial contribution for the term of the agreements.The agreements willbe for a six(6) year term, expiring September 1, 2023.

BUDGETARY/FISCAL IMPACT

The cost to operate the service is $789,660 annually based on a fully-allocated hourly rate of$214 per hour. Per the agreements with the University and the Hospital, the District's financialcommitment toward the service willbe zero dollars for the six(6) year term.

ADVANTAGES/DISADVANTAGES

The advantage of entering into an agreement with the University and the Hospital is that theDistrict is able to provide commuter express bus service across the Dumbarton Bridge for someresidents in the service area to a major employment and traffic generator. The District wouldpay none of the cost to provide the service due to financial contributions from MTC, theUniversity, and the Hospital.

The disadvantage of entering into agreements would be the resources required to operate theservice for a private organization that has mitigation requirements to cap the number of autotrips generated by its staff, students and employees.

funding Source

MTC

University

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ALTERNATIVES ANALYSIS

Given that the costs to operate the service willcome from outside sources, there are no viablealternatives to the staff recommendation other than to not operate the service and use thelabor and vehicle resources elsewhere in the District. However, given the productivity and useof Line U, it is a worthwhile service to continue operating. Since the District is not responsiblefor any cost of the service, there are no alternatives that are more advantageous to the District.

PRIOR RELEVANT BOARD ACTION/POLICIES

Staff Report 17-232: Transit Service Agreement between AC Transit and Stanford University

Staff Report 17-232a: Stanford Line U Agreement Update

ATTACHMENTS

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2

Transit Service Agreement between The Alameda-Contra Costa Transit District and TheBoard of Trustees of the Leland Stanford Junior University for Public Transit Service Toand From Stanford University and The East Bay.

Transit Service Agreement between The Alameda-Contra Costa Transit District andStanford Health Care and Lucile Salters Children's Hospitalat Stanford for Public TransitService To and From the Stanford University Campus and The East Bay.

Approved by: Ramakrishna Pochiraju, Executive Director of Planning and Engineering

Reviewed by: Robert del Rosario, Director of Service Development and Planning

Prepared by: Howard Der, Dumbarton Express Administrator

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SR 17-232bAttachment I

Agreement No. xxxxxxxxDRAFT

TRANSIT SERVICE AGREEMENT BETWEEN

ALAMEDA-CONTRA COSTA TRANSIT DISTRICT

AND

THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY

PUBLIC TRANSIT SERVICE TO AND FROM STANFORD UNIVERSITY AND THE EASTFOR

BAY

This agreement by and between the Alameda-Contra Costa Transit District (District), andLeland Stanford Junior University (University) for the provision of transit service is made this

Day of August 201 7 and memorializes the provision of transit service that has been in effectas a matter of the parties' conduct and practice effective as of the I st Day of September 201 1 .

RECITALS

A. District is a public transit entity formed pursuant to Public Utilities Codesection 24501 and is empowered to provide public transportation services,and University is a body having corporate powers underthe laws of the Stateof California and is the Owner of an Academic Institute (Campus) at Stanford,California.

B University desires to have the District provide public transit service to andfrom the Cities of Fremont and Newark via the Dumbarton Bridge (CaliforniaState Highway 84) to and from University Campus and/or other locationsdeemed as required by University, with specific routes and bus stopsidentified in Exhibit A (Map), attached hereto and made part of the Agreementdocuments (Agreement Documents). The District desires to provide saidservice, and in doing so will use portions of the roadway and common areawithin the Campus to provide public bus transportation services to theCampus via the Dumbarton Bridge.

C University will provide partial funding to the District for the operating cost ofthe service, in accordance with the Operating Schedule that AC Transitinitiated in practice on or about September 1, 2011, identified in Exhibit B(Schedule), attached hereto and made part of the Agreement Documents.

D University desires that University-Sponsored Passengers (University Staff,

Linear Accelerator Center Employees, University Faculty, andUndergraduates, Graduates, Doctoral and Post Doctorial University Students,and other University affiliates) who have proper identification shall ride thebuses on the routes and schedules specified in Exhibits A and B withoutpayment of a fare for such rides.

Stanford

E Regional Measure 2 (SB 916, adopted by the Legislature in 2003 andapproved by the voters in March 2004) in Streets and Highway Code section

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DRAFT Agreement No. xxxxxxxx

30914(d)(4) provides $6.5 million annually for the operation of express busservice in the Bay, San Mateo, and Dumbarton Bridge Corridors.

F Regional Measure 2 funds are allocated by the Metropolitan TransportationCommission, and the Commission has adopted perf ormance criteria for thedisbursement of Express Bus operating funds. These criteria require aminimum 30 percent farebox recovery for continued Regional Measure 2funding.

G Line U, the transit service that is the subject of this agreement, has beenfunded with Regional Measure 2 funds for more than one year, and thereforemust meet the 30 percent minimum farebox recovery requirement in thisAgreement.

H University-Sponsored Passengers comprise approximately half of passengerson Line U, and Passengers sponsored by Stanford Health Care (the Hospital)comprise approximately the other half of Passengers on Line U. TheUniversity and the Hospital have each agreed to fund half the annualoperating cost of Line U service minus the fixed annual RM-2 contribution of$31 1 ,238. These funds are counted as fare revenue and arithmetically leadto a fare box recovery ratio of over 30 percent.

District and University have entered into a separate Agreement (the ACTransit Access to the Stanford University Campus Sub-Agreement) relating tothe responsibilities and liabilities associated with transit operation onUniversity Campus attached as Exhibit C.

J.

K

University understands that, unless otherwise notified by District, all drivershifts will be filled via the shift bid vs. daily extra board.

University understands that if a driver is unable to start his or her shift, areplacement driver will be found and the replacement driver will have thewritten directions for the route and be guided by dispatch if necessary tosuccessfully complete the run.

L University understands that drivers have at least three authorized routes toget to Stanford in the morning once off the Dumbarton Bridge: (1) via WillowRoad to Highway 1 01 South; (2) via University Avenue to Highway 101 South;and (3) via Marsh Road to Highway 101 South. Once on Highway 101 South,drivers will take Embarcadero Road to get to campus unless it is inaccessible.

NOW THEREFORE, in consideration of the faithful continuing perf ormance of the termsconditions and promises in this Agreement, the parties agree as follows:

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1. operating Expenses and Compensation

AC Transit shall invoice the University quarterly based on Table I below beginningOctober 1, 2017 and University shall pay the invoice within thirty (30) days of itstransmittal.

Table IService Hours and Costs for Line U, FY 2017/18

Daily Revenue HoursAnnual DaAnnual HoursFully allocated hourly rateAnnual Cost

14.47255

3.690$21 4.00

$789,660from AC Transit 17/18 budqetl

RM2 (based on 1 7/18 submittal) ContributionfixedUnive rsity ContributionAnnual Cost minus RM2 Contribution divided bHospital ContributionAnnual Cost minus RM2 Contribution divided bQuarterly Base Invoice Amountnvoice amount will be this amount divided by 4

$31 1 ,238

$239,21 1

$239,21 1

$789,660

RM2 (based on 17/18 submittal) ContributionUniversity & Hospital Contribution Combined

loses of fare box Fecovi calculationcounted as fare revenue for

Annual Total

39.4%

60.6%100.0%

On September 1, 2018, and every year thereafter, the annual reimbursement andcorresponding quarterly payment, shall be adjusted based on the percentage splitidentified above in Table 1. No later than July I on an annual basis, and uponadoption of the District's operating and capital budget, the fully allocated rate andcommensurate estimated service reimbursement shall be provided to the University.

A. The parties acknowledge and agree that the payment is "all Inclusive 'University shall not be obligated to pay additional costs of any kind.

and

B If the District misses a trip entirely, due to equipment failure or labor shortage,the University will be entitled to a third of the cost of missed service, furtherdivided by two to split the difference evenly between the University and theHospital, in the form of a payment reduction, based on the fully allocated hourlyrate of this Agreement.

c. If a scheduled trip is late by more than half the headway of the next trip, due toequipment failure or labor shortage, the University will be entitled to a third of thecost of missed service, further divided by two to split the difference evenly

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between the University and the Hospital, in the form of a payment reductionbased on the fully allocated hourly rate of this Agreement.

D Patrons who do not present proper identification indicating that they areUniversity-Sponsored Passengers or Identification indicating that they areHospital-Sponsored Passengers shall pay the fare for Transbay service and theDistrict will retain the fare box revenue received from such passengers using theservice described herein.

2. Provision of Service

A. The District will provide transit service according to the schedules, routes, andbus stops specified in Exhibits A and B.

B. The University grants the District access to the University campus in accordancewith Exhibit C to this Agreement - "AC Transit Access to the Stanford UniversityCampus" sub-agreement, counter-signed by the parties in 2004.

C All University requests for bus schedule or route changes must be submitted inwriting to the District no fewer than one-hundred and twenty (120) days prior tothe District driver-bid (sign-up) dates closest to the requested schedule or routechange(s), or as otherwise mutually agreed upon by the parties' authorizedrepresentatives. Generally, the annual signup schedule consists of the following:Mid-March1 Mid-June1 Late-August and Mid-December. All University requestsfor bus stop changes must be submitted in writing to the District not fewer thanninety (90) days prior to the date requested for the change, or as otherwisemutually agreed upon by the parties' authorized representatives. All Universityrequests will be evaluated according to District procedures and policies. TheDistrict will endeavor to make changes as requested by University, but Districtreserves the right to determine the schedule and routes.

D. University-Sponsored Passenger free access is only good for Line U and not onother routes within the AC Transit system.

3. Term of Agreement

The term of this Agreement is six (6) years from the date of commencement ofservice. Bus service, as provided herein, commenced on or about September 1,2017, and it is the intent of the parties to this Agreement that said service shallremain in effect until September 1 , 2023.

4. Insurance Requirements

Services provided under this Agreement shall be contingent upon compliance withthe insurance requirements described in Exhibit D to this Agreement - StanfordUniversity's Insurance Provisions.

5. Termination for Convenience

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Either party may terminate this Agreement for any reason by sending written noticeto the other party one hundred fifty (150) days prior to the proposed date oftermination by that party.

6. Notices

Notices given pursuant to this Agreement shall be in writing and shall be deemedduly served and given by deposit in the United States mail, certified first class,postage prepaid and addressed as follows:

For the District For Stanford University

Mr. Robert del RosarioDirector of Service DevelopmentAC Transit1 600 Franklin St.Oakland. CA 9461 2

Email: [email protected]: (510) 891 -4734Fax: (510) 891 -4874

Dan KimProcurement ServicesStanford University31 45 Porter Drive. Los TrancosPalo Alto. CA. 94304-8440Email: [email protected]: (650) 723-9406Fax: (650) 723-2429

Bldg F

With a Copy To

Brian D. ShawDirector of Parking & Transportation ServicesStanford University340 Bonair SidingStanford, CA 94305-7255Email: bshaw2(@stanford.eduPhone: (650) 723-5815Fax: (650) 724-8676

7. Entire Ag reement

This Agreement, consisting of the following Documents, supersedes any prior writtenagreement or verbal understanding between University and the District, andconstitutes the entire understanding between the parties:

©

8

©

8

e

8

This AgreementsExhibit A - AC Transit's "U" Line Service Map(s) (showing routes and busstops); andExhibit B - AC Transit's "U" Line Operating Scheduled andExhibit C - Sub-Agreement "AC Transit Access to the Stanford UniversityCampus"l andExhibit D - Stanford University's Insurance Provisionsl andExhibit E - University's Code of Conduct for Business Activities.

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8. Ag reement Amendments

This Agreement may be changed, modified or extended by the parties provided thatany such change is recorded in writing, via an amendment to this Agreement, whichshall be countersigned by the authorized representatives of the parties, subject toprior approval and /or ratification by the District's Board of Directors.

9. Governing Law

This agreement is executed in Alameda and Santa Clara counties, California andshall be governed by the laws of the State of California and venue shall beconsidered proper in Alameda County.

1 0. Compliance with University's Code of Conduct for Business Activities

District agrees to comply with University's Code of Conduct for Business'Activities tothe extent these provisions are pertinent to the service provided in this agreementand as long as there is no conflict with the provisions of any of the District'scollective bargaining agreements and/or Board Policies then in effect (seewww.actransit.ora under the heading Board of Directors and subheading BoardPolicies/Ordinances). The University's Code of Conduct for Business Activities isattached as Exhibit E

ll.Compliance with Americans with Disabilities Act

District acknowledges that pursuant to the Americans with Disabilities Act (ADA) andapplicable state law, the provision of accessible transit vehicles and services are theresponsibility of the District. University acknowledges that pursuant to the ADA, andapplicable state law, the accessibility of bus stops and other facilities on theUniversity campus is the responsibility of University.

12.Attorney's Fees

In the event either party to this agreement institutes any action, suit, or arbitrationagainst the other party arising from this Agreement, the prevailing party shall beentitled to receive from the other party all costs or expenses of suit or arbitration,including reasonable attorney's and expert witness fees.

13. Alternative Dispute Resolution/Mandatorv Arbitration

In the event that any controversy, claim or dispute between the District and theUniversity arising out of or related to this Contract, or the breach hereof, that has notbeen resolved by informal discussions and negotiations, either party may, by writtennotice to the other, invoke the formal dispute resolution procedures set forthherein. The written notice invoking these procedures shall set forth in reasonabledetail the nature, background and circumstances of the controversy claim ordispute. During the thirty (30) days following said written notice, the parties shallmeet, confer and negotiate in good faith to resolve the dispute. Either party may,during said thirty (30) day period, request the utilization of the services of a

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professional mediator, and the other party or parties to this dispute shall cooperatewith such request and share the reasonable costs of such mediator.

1 . Mandatory and Binding Arbitration

a In the event that any controversy, claim or dispute between the District andthe University arising out of or related to this contract, or the breach hereof,cannot be settled or resolved amicably by the parties during the thirty (30)day period of good faith negotiations provided for above, the either party orany party hereto may submit said controversy, claim or dispute for bindingarbitration before a single neutral arbitrator in accordance with theprovisions contained herein and in accordance with the CommercialArbitration Rules of the American Arbitration Association ("Rules")I provided,however, that notwithstanding any provisions of such Rules, the parties tothe arbitration shall have the right to take depositions and obtain discoveryregarding the subject matter of the arbitration, as provided in Title 111 of Part4 (commencing with Section 1 985) of the California Code of Civil Procedure,as and to the extent that the arbitrator deems fair andreasonable. Judgment upon the award rendered by the arbitrator may beentered in any court having jurisdiction. The arbitrator shall determine allquestions of fact and law relating to any controversy, claim or disputehereunder, including but not limited to whether or not any such controversy,claim or dispute is subject to the arbitration provisions contained herein.

b Any party desiring arbitration shall serve on the other party or parties andthe San Francisco Office of the American Arbitration Association, inaccordance with the af oresaid Rules, its Notice of Intent to Arbitrate("Notice"). The parties shall select a single, neutral arbitrator who isgenerally familiar with the factual and legal issues that relate to this Contractand the dispute to be resolved by arbitration. In the event that the partiesare unable to agree on a neutral arbitrator, then one shall be selected inaccordance with the Rules. The arbitration proceedings provided hereunderare hereby declared to be self-executing and it shall not be necessary topetition a court to compel arbitration.

C The parties to the arbitration shall share equally all costs of the arbitration,including the fee of the neutral arbitrator, and each party shall bear its owncosts. The arbitrator shall have the authority, in accordance with theprovisions of this Contract, to award to the prevailing party its costs,including its share of the arbitration costs. and reasonable attorneys' andexpert witness fees and expenses.

d If a controversy, claim or dispute arises between the parties which is subjectto the arbitration provisions hereunder, and there exists or later arises acontroversy, claim or dispute between the parties, or either of them, and anythird party, which controversy, claim or dispute arises out of or relates to thesame transaction or series of transactions, said third party controversy,claim or dispute shall be consolidated with the arbitration proceedingshereunderl provided, however, that any such third party shall be a party to

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an agreement with either of the parties which provides for the arbitration ofdisputes thereunder in accordance with rules and proceduressubstantially the same in all material respects as provided for herein or, ifnot, shall consent to arbitration as provided for hereunder.

e

f.

All arbitration proceedings shall be held in Oakland, California

The Notice of the demand for arbitration shall be made within a reasonabletime after the claim, dispute or other matter in question has arisen, and in noevent shall it be made after the date when institution of legal or equitableproceedings based on such claim, dispute or other matter in question wouldbe barred by the applicable statute of limitations.

14. Successors and Assigns

All of the terms, provisions and conditions of the Agreement hereunder shall bebinding upon and inure to the parties hereto and their respective successors,assigns and legal representatives. Nothwithstanding the preceding sentence, neitherparty shall assign or transfer interest in this Agreement without written consent of theother party, via an amendment to this Agreement, which shall be countersigned bythe parties.

15. Indemnification

To the extent permitted by applicable law, AC Transit shall indemnify, defend andhold harmless The Board of Trustees of the Leland Stanford Junior University, itsofficers, employees, faculty, students, attorneys. agents, affiliated organizations andtheir insurance carriers. and those of the Stanford Health Care and Lucile PackardChildren's Hospital at Stanford, from any and all claims, damages, costs, andexpenses, including reasonable attorney fees, arising in whole or in part out of anyinjury or death of any person, or damage to any property, including AC Transit'semployees, agents and subcontractors, if any, resulting in whole or in part from thenegligence or willful misconduct of AC Transit, its employees, districts,subcontractors, or agents.

Conversely, to the extent permitted by applicable law, University shall indemnify,defend and hold harmless AC Transit, its Board of Directors, its officers, employees,attorneys, insurance carriers and agents from any and all claims, damages, costsand expenses, including reasonable attorney fees, arising in whole or in part out ofany injury or death of any person, or damage to any property, including University'semployees, agents, and districts, resulting in whole or in part from the negligence orwillful misconduct of University, its employees, students, faculty, districts,subcontractors, or agents.

1 6. Use of Trademarks / Intellectual Propert

District agrees not to use University's name or other trademarks (together referred toherein as the "Marks"), or the name or trademarks of any related organization, or toquote the opinion of any of University's employees or agents ("Quotes"), either in

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writing or orally, without the prior written consent of the University's Assistant VicePresident of Business Development. This prohibition includes, but is not limited to,use of the Marks or Quotes in press releases, advertising, marketing materials, otherpromotional materials, presentations, case studies, reports, websites, application orsoftware interfaces, and other electronic media. University will likewise obtain priorpermission to use the District's logo, trademark or other intellectual property as maybe reasonably necessary to promote the service offered under this Agreement.

1 7. Data

District agrees to handle data and other information ("Data") with a standard of careat least as rigorous as that specified in the University's guidelines for DataClassification, Access, Transmittal and Storage ("Guidelines"), located athttp://www.stanford.edu/group/security/securecomputing/dataclass.chart.html andthe University's policies concerning information security, which can be found athttp://adminguide.stanford.edu/63.pdf and which are hereby incorporated byreference into the Agreement.

1 8.original Signatures

The parties hereby agree that facsimile signatures whether transmitted by telephonicfacsimile machine or computer transmitted files will be considered original signaturesfor all purposes including, but not limited to, authentication of this document (or anyamendment prepared and executed in accordance with the terms of this document)in any legal proceeding.

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IN WITNESS WHEREOF, University and District have executed this Agreement on thedates below and agree that this Agreement is effective as of the date referenced in thisAgreement's first paragraph.

Michael A. HurshGeneral ManagerAC Transit1 600 Franklin St.Oakland, CA 9461 2

Ben MorenoChief Procu rement OfficerThe Board of Trustees ofLeland Stanford Junior University31 45 Porter Dr,Los Trancos, Building FPalo Alto, CA 94304-8440

By:

Date

By:

Date

APPROVED AS TO FORM & CONTENT

Denise Standridge, General Counsel

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SR 17-232b

AgreeAmenTIVo2xxxxxxxxDRAFT

TRANSIT SERVICE AGREEMENT BETWEEN

ALAMEDA-CONTRA COSTA TRANSIT DISTRICT

AND

STANFORD HEALTH CARE ANDLUCILE SALTER PACKARD CHILDREN'S HOSPITAL AT STANFORD

This agreement by and between the Alameda-Contra Costa Transit District (District), andStanford Health Care & Lucile Salter Packard Children's Hospital at Stanford (Hospital) for theprovision of transit service is made this Day of August 201 7 and memorializes the provisionof transit service that has been in effect as a matter of the parties' conduct and practiceeffective as of the I st Day of September 201 1 .

RECITALS

A. District is a public transit entity formed pursuant to Public Utilities Codesection 24501 and is empowered to provide public transportation services,and Hospital is Stanford Health Care and their affiliates, which Includes LucileSalter Packard Children's Hospital at Stanford.

B Hospital desires to have the District provide public transit service to and fromthe Cities of Fremont and Newark via the Dumbarton Bridge (California StateHighway 84) to and from Hospital/Campus and/or other locations deemed asrequired by the Hospital, with specific routes and bus stops identified inExhibit A (Map), attached hereto and made part of the Agreement documents(Agreement Documents). The District desires to provide said service, and indoing so will use portions of the roadway and common area within theCampus to provide public bus transportation services to the Campus via theDumbarton Bridge.

C Hospital will provide partial funding to the District for the operating cost of theservice, in accordance with the Operating Schedule that AC Transit initiated inpractice on or about September 1, 2011, identified in Exhibit B (Schedule),attached hereto and made part of the Agreement Documents.

D Hospital desires that Hospital-Sponsored Passengers (Stanford Hospital andLucile Packard's Children's Hospital Staff and other affiliates) who haveproper identification shall ride the buses on the routes and schedulesspecified in Exhibits A and B without payment of a fare for such rides.

E Regional Measure 2 (SB 916, adopted by the Legislature in 2003 andapproved by the voters in March 2004) in Streets and Highway Code section30914(d)(4) provides $6.5 million annually for the operation of express busservice in the Bay, San Mateo, and Dumbarton Bridge Corridors.

F Regional Measure 2 funds are allocated by the Metropolitan TransportationCommission, and the Commission has adopted perf ormance criteria for the

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disbursement of Express Bus operating funds. These criteria require aminimum 30 percent farebox recovery for continued Regional Measure 2funding.

G Line U, the transit service that is the subject of this agreement, has beenfunded with Regional Measure 2 funds for more than one year, and thereforemust meet the 30 percent minimum farebox recovery requirement in thisAg reement.

H Hospital-Sponsored Passengers comprise approximately half of passengerson Line U, and Passengers sponsored by Stanford University (the University)comprise approximately the other half of Passengers on Line U. The Hospitaland the University have each agreed to fund half the annual operating cost ofLine U service minus the fixed annual RM-2 contribution of $31 1,238. Thesefunds are counted as fare revenue and arithmetically lead to a fare boxrecovery ratio of over 30 percent.

District and University have entered into a separate Agreement (the ACTransit Access to the Stanford University/Campus Sub-Agreement) relating tothe responsibilities and liabilities associated with transit operation onUniversity Campus attached as Exhibit C.

J.

K.

Hospital understands that, unless otherwise notified by District, all driver shiftswill be filled via the shift bid vs. daily extra board.

Hospital understands that if a driver is unable to start his or her shift, areplacement driver will be found and the replacement driver will have thewritten directions for the route and be guided by dispatch if necessary tosuccessfully complete the run.

L. Hospital understands that drivers have at least three authorized routes to getto Stanford in the morning once off the Dumbarton Bridge: (1) via Willow Roadto Highway 101 Southl (2) via University Avenue to Highway 101 Southl and(3) via Marsh Road to Highway 101 South. Once on Highway 101 South,drivers will take Embarcadero Road to get to campus unless it is inaccessible.

NOW THEREFORE, in consideration of the faithful continuing perf ormance of the termsconditions and promises in this Agreement, the parties agree as follows:

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1. operating Expenses and Compensation

AC Transit shall invoice the Hospital quarterly based on Table I below beginningOctober 1, 2017 and Hospital shall pay the invoice within thirty (30) days of itstransmittal.

Table IService Hours and Costs for Line U, FY 2017/18

Dailv Revenue HoursAnnual DavsAnnual HoursFullv allocated hourlv rateAnnual Cost

14.47255

3.690$21 4.00

$789,660from AC Transit 17/18 budgets

RM2 (based on 17/18 submittal) ContributionfixedUniversity ContributionAnnual Cost minus RM2 Contribution divided bHospital ContributionAnnual Cost minus RM2 Contribution divided b

Quarterly Base Invoice Amountinvoice amount will be this amount divided by 4

$31 1 ,238

based on 17/1 8 submittal) ContributionRM2

University & Hospital Contribution Combinedloses of fare box recovery calculationcounted as fare revenue for

Annual Total

39.4%

60.6%100.0%

September 1, 2018, and every year thereafter, the annual reimbursement andcorresponding quarterly payment, shall be adjusted based on the percentage splitidentified above in Table 1. No later than July I on an annual basis, and uponadoption of the District's operating and capital budget, the fully allocated rate andcommensurate estimated service reimbursement shall be provided to the Hospital.

On

A. The parties acknowledge and agree that the payment is "all Inclusive" andHospital shall not be obligated to pay additional costs of any kind.

B If the District misses a trip entirely, due to equipment failure or labor shortage,the Hospital will be entitled to a third of the cost of missed service, further dividedby two to split the difference evenly between the University and the Hospital, inthe form of a payment reduction, based on the fully allocated hourly rate of thisAgreement.

C If a scheduled trip is late by more than half the headway of the next trip, due toequipment failure or labor shortage, the Hospital will be entitled to a third of thecost of missed service, further divided by two to split the difference evenly

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between the University and the Hospital, in the form of abased on the fully allocated hourly rate of this Agreement.

payment reduction

D Patrons who do not present proper identification indicating that they are Hospltal-Sponsored Passengers or identification indicating that they are University-Sponsored Passengers shall pay the fare for Transbay service and the Districtwill retain the fare box revenue received from such passengers using the servicedescribed herein.

2. Provision of Service

A. The District will provide transit service according to the schedules, routesbus stops specified in Exhibits A and B.

and

B All Hospital requests for bus schedule or route changes must be submitted inwriting to the District no fewer than one-hundred and twenty (120) days prior tothe District driver-bid (sign-up) dates closest to the requested schedule or routechange(s), or as otherwise mutually agreed upon by the parties' authorizedrepresentatives. Generally, the annual slgnup schedule consists of the following:Mid-March1 Mid-June1 Late-August and Mid-December. All Hospital requests forbus stop changes must be submitted in writing to the District not fewer thanninety (90) days prior to the date requested for the change, or as otherwisemutually agreed upon by the parties' authorized representatives. All Hospitalrequests will be evaluated according to District procedures and policies. TheDistrict will endeavor to make changes as requested by Hospital, but Districtreserves the right to determine the schedule and routes.

C Hospital--Sponsored Passenger free access is only good for Line U and not onother routes within the AC Transit system.

3. Term of Agreement

The term of this Agreement is six (6) years from the date of commencement ofservice. Bus service, as provided herein, commenced on or about September 1,2017, and it is the intent of the parties to this Agreement that said service shallremain in effect until September 1 , 2023.

4. Insurance Requirements

Services provided under this Agreement shall be contingent upon compliance withthe insurance requirements described in Exhibit C to this Agreement - StanfordHealth Care and Lucile Salter Packard Children's Hospital at Stanford InsuranceProvisions.

5. Termination for Convenience

Either party may terminate this Agreement for any reason by sending written noticeto the other party one hundred fifty (150) days prior to the proposed date oftermination by that party.

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6. Notices

Notices given pursuant to this Agreement shall be in writing and shall be deemedduly served and given by deposit in the United States mail, certified first class,postage prepaid and addressed as follows:

For Stanford Health Care & Lucile Salter Children's Hospital at Stanford

Attn: Contract Administration1510 Page Mill Road Suite 210, Mail Code 5509Palo Alto. CA. 9430Email: ContractAdministration(@$t8Dfordhealthcare.orq

For the District

Mr. Robert del RosarioDirector of Service DevelopmentAC Transit1 600 Franklin St.Oakland. CA 9461 2Email: [email protected]: (510) 891-4734Fax: (510) 891 -4874

Wit!! a Copy To

Muluneh TayeDirector of Transportation Services, Parking and AccessStanford Health Care/Lucile Packard Children's Hospital900 Welch Rd. Suite 404-3. Mail Code 5853Stanford, CA 94305Email: [email protected]: (650) 736-1010Fax: (650) 724-2518

7. Entire Agreement

This Agreement, consisting of the following Documents, supersedes any prior writtenagreement or verbal understanding between Hospital and the District, andconstitutes the entire understanding between the parties:

This AgreementsExhibit A - AC Transit'sstops); andExhibit B - AC Transit's

U" Line Service Map(s) (showing routes and bus

U" Line Operating Scheduled and

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8 Exhibit C - Stanford Health Care and Lucile Salter Packard Children'sHospital at Stanford Insurance Provisions

8. :4919Qment Amendments

This Agreement may be changed, modified or extended by the parties provided thatany such change is recorded in writing, via an amendment to this Agreement, whichshall be countersigned by the authorized representatives of the parties, subject toprior approval and /or ratification by the District's Board of Directors.

9. Governing Law

This agreement is executed in Alameda and Santa Clara counties, California andshall be governed by the laws of the State of California and venue shall beconsidered proper in Alameda County.

IO.Compliance with Americans with Disabilities Act

District acknowledges that pursuant to the Americans with Disabilities Act (ADA) andapplicable state law, the provision of accessible transit vehicles and services are theresponsibility of the District. Hospital acknowledges that pursuant to the ADA, andapplicable state law, the accessibility of bus stops and other facilities on the Hospitalcampus is the responsibility of Hospital.

I I .Attorneyls Fees

In the event either party to this agreement institutes any action, suit, or arbitrationagainst the other party arising from this Agreement, the prevailing party shall beentitled to receive from the other party all costs or expenses of suit or arbitration,including reasonable attorney's and expert witness fees.

12. Alternative Disput&Resolution/Mandatory Arbitration

In the event that any controversy, claim or dispute between the District and theHospital arising out of or related to this Contract, or the breach hereof, that has notbeen resolved by informal discussions and negotiations, either party may, by writtennotice to the other, invoke the formal dispute resolution procedures set forthherein. The written notice invoking these procedures shall set forth in reasonabledetail the nature, background and circumstances of the controversy claim ordispute. During the thirty (30) days following said written.notice, the parties shallmeet, confer and negotiate in good faith to resolve the dispute. Either party may,during said thirty (30) day period, request the utilization of the services of aprofessional mediator, and the other party or parties to this dispute shall cooperatewith such request and share the reasonable costs of such mediator.

1 . Mandatory and Binding Arbitration

a In the event that any controversy, claim or dispute between the District andthe Hospital arising out of or related to this contract, or the breach hereof,

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cannot be settled or resolved amicably by the parties during the thirty (30)day period of good faith negotiations provided for above, the either party orany party hereto may submit said controversy, claim or dispute for bindingarbitration before a single neutral arbitrator in accordance with theprovisions contained herein and in accordance with the CommercialArbitration Rules of the American Arbitration Association ("Rules")I provided,however, that notwithstanding any provisions of such Rules, the parties tothe arbitration shall have the right to take depositions and obtain discoveryregarding the subject matter of the arbitration, as provided in Title 111 of Part4 (commencing with Section 1 985) of the California Code of Civil Procedure,as and to the extent that the arbitrator deems fair andreasonable. Judgment upon the award rendered by the arbitrator may beentered in any court having jurisdiction. The arbitrator shall determine allquestions of fact and law relating to any controversy, claim or disputehereunder, including but not limited to whether or not any such controversy,claim or dispute is subject to the arbitration provisions contained herein.

b Any party desiring arbitration shall serve on the other party or parties andthe San Francisco Office of the American Arbitration Association. inaccordance with the af oresaid Rules, its Notice of Intent to Arbitrate("Notice"). The parties shall select a single, neutral arbitrator who isgenerally familiar with the factual and legal issues that relate to this Contractand the dispute to be resolved by arbitration. In the event that the partiesare unable to agree on a neutral arbitrator, then one shall be selected inaccordance with the Rules. The arbitration proceedings provided hereunderare hereby declared to be self-executing and it shall not be necessary topetition a court to compel arbitration.

C The parties to the arbitration shall share equally all costs of the arbitration,including the fee of the neutral arbitrator, and each party shall bear its owncosts. The arbitrator shall have the authority, in accordance with theprovisions of this Contract, to award to the prevailing party its costs,including its share of the arbitration costs, and reasonable attorneys' andexpert witness fees and expenses.

d If a controversy, claim or dispute arises between the parties which is subjectto the arbitration provisions hereunder, and there exists or later arises acontroversy, claim or dispute between the parties, or either of them, and anythird party, which controversy, claim or dispute arises out of or relates to thesame transaction or series of transactions, said third party controversy,claim or dispute shall be consolidated with the arbitration proceedingshereunderl provided, however, that any such third party shall be a party toan agreement with either of the parties which provides for the arbitration ofdisputes thereunder in accordance with rules and proceduressubstantially the same in all material respects as provided for herein or, ifnot, shall consent to arbitration as provided for hereunder.

e All arbitration proceedings shall be held in Oakland, California

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DRAFT

f

Agreement No. xxxxxxxx

The Notice of the demand for arbitration shall be made within a reasonabletime af ter the claim, dispute or other matter in question has arisen, and in noevent shall it be made after the date when institution of legal or equitableproceedings based on such claim, dispute or other matter in question wouldbe barred by the applicable statute of limitations.

13. SuccessQr$ gnd Assigns

All of the terms, provisions and conditions of the Agreement hereunder shall bebinding upon and inure to the parties hereto and their respective successors,assigns and legal representatives. Nothwithstanding the preceding sentence, neitherparty shall assign or transfer interest in this Agreement without written consent of theother party, via an amendment to this Agreement, which shall be countersigned bythe parties.

1 4. Indemnification

To the extent permitted by applicable law, AC Transit shall indemnify, defend andhold harmless the Stanford Health Care and Lucile Salter Packard Children'sHospital at Stanford , its officers, employees, faculty, students, attorneys, agents,affiliated organizations and their insurance carriers from any and all claims,damages, costs, and expenses, including reasonable attorney fees, arising in wholeor in part out of any injury or death of any person, or damage to any property,including AC Transit's employees. agents and subcontractors, if any, resulting inwhole or in part from the negligence or willful misconduct of AC Transit, itsemployees, districts, subcontractors, or agents.

Conversely, to the extent permitted by applicable law, Hospital shall indemnify,defend and hold harmless the AC Transit, its Board of Directors, its officers,employees, attorneys, insurance carriers, and agents from any and all claims,damages, costs and expenses, including reasonable attorney fees, arising in wholeor in part out of any injury or death of any person, or damage to any property,including Hospital's employees, agents, and districts, resulting in whole or in partfrom the negligence or willful misconduct of Hospital, its employees, districts,subcontractors, or agents.

15. Use of Trademarks / Intellectual Propertv

District agrees not to use Hospital's name or other trademarks (together referred toherein as the "Marks"), or the name or trademarks of any related organization, or toquote the opinion of any of Hospital's employees or agents ("Quotes"), either inwriting or orally, without the prior written consent of the Hospital. This prohibitionincludes, but is not limited to, use of the Marks or Quotes in press releases,advertising, marketing materials, other promotional materials, presentations, casestudies, reports, websites, application or software interfaces, and other electronicmedia. Hospital will likewise obtain prior permission to use the District's logo,trademark or other intellectual property as may be reasonably necessary to promotethe service offered under this Agreement.

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DRAFT

1 6. Data


District agrees to handle data and other information ("Data") with a standard of careat least as rigorous as that specified in the Hospital's guidelines for DataClassification, Access, Transmittal and Storage ("Guidelines"), located athttp://www.stanford.edu/group/security/securecomputing/dataclass.chart.html andthe Hospital's policies concerning information security, which can be found athttp://adminguide.stanford.edu/63.pdf and which are hereby incorporated byreference into the Agreement.

1 7.original Signatures

The parties hereby agree that facsimile signatures whether transmitted by telephonicfacsimile machine or computer transmitted files will be considered original signaturesfor all purposes including, but not limited to, authentication of this document (or anyamendment prepared and executed in accordance with the terms of this document)in any legal proceeding.

IN WITNESS WHEREOF, Hospital and District have executed this Agreement on thedates below and agree that this Agreement is effective as of the date referenced in thisAgreement's first paragraph.

Michael A. HurshGeneral ManagerAC Transit1 600 Franklin St.Oakland, CA 9461 2

Quinn MckennaChief Operating Officer

Stanford Health Care300 Pasteur Drive, Hl138(MC 5643)Stanford, CA 94305

By: By

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DRAFT

Date:

APPROVED AS TO FORM & CONTENT

Denise Standridge, General Counsel


Date

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EXH OBIT A

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EXHIBIT B

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EXHIBIT CStanford Health Care and Lucile Salter Packard Children's Hospitalat Stanford's

Insurance Provisions

District shall not commence services under this Agreement until it has obtained all of theinsurance required under this Agreement as described below, and such insurance has beenapproved by the Hospitals. District shall not allow any subcontractor to commence servicesunder a subcontract until the subcontractor has obtained all required insurance policies, or thatDistrict has insured the subcontractor under its own insurance policies.

Insurance required under this Agreement shall be

l Workers Comoensation. District shall maintain in full force during the Term, and shall,bef ore commencement of the provision of Services hereunder, provide Hospital withevidence of workers compensation insurance covering all persons, if any, whom Districtmay employ in the perf ormance of this Agreement, in accordance with the laws of the Stateof California and employer's liability insurance in an amount not less than One Million and00/100 Dollars($1,000,000.00) per occurrence.

2 Commercial General Liability. District shall, at its own expense, for the duration of thisAgreement and for two (2) years after the end of the Agreement, maintain policies ofcommercial general liability insurance and where appropriate professional liability insurancein an amount of at least Two Million and 00/100 Dollars ($2,000,000.00) per occurrenceand Ten Million and 00/100 Dollars ($10,000,000.00) annual aggregate respectively toinsure it, its employees, and its agents against all claims and liabilities arising out of orrelated to this Agreement. District liability aggregates can be satisfied by umbrella orexcess liability policies. Stanford Health Care and Lucile Salter Packard Children's Hospitalat Stanford, their Board of Directors, officers, employees and agents must be included asadditional insureds. District's insurance shall be primary coverages Hospital's insurance orself-insurance shall be excess and noncontributory. District and District's insurancecompanies waive their rights to subrogation against the above named insureds.

3 Automobile Insurance. District and all District personnel operating motor vehicles onHospital's premises shall maintain automobile liability insurance coverage in accordancewith the requirements of California law. If District is using motor vehicles in the pert ormanceof Services for Hospital, District shall, at its own expense, for the duration of thisAgreement, maintain comprehensive automobile liability insurance providing coverage forany automobile, including, but not limited to, non-owned and hired auto coverage anduninsured-underinsured auto coverage with a combined single limit for bodily injury andproperty damage of not less than Two Million and 00/100 Dollars ($2,000,000.00) peroccurrence

4 Prooertv Insurance. District shall, at its own expense. for the duration of this Agreementmaintain property insurance in appropriate amounts protecting against loss or damage toDistrict's property as well as property of Hospital and its affiliates held in District's care,custody, and control.

5. Policv Reauirements. All insurance policies shall be written with companies which arereasonably acceptable to Hospital based on AM Best ratings or based on evidence of the

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financial solvency of self-insured programs or captive insured programs and wherepermitted, shall name Hospital as an additional insured. District shall notify Hospital inwriting thirty (30) days prior to any material alterations, cancellations, or replacement of theexisting policy(s). Evidence of such coverage shall be presented to Hospital prior toexecution of this Agreement. In the event that such coverage is written on a claims-madebasis, District shall arrange appropriate tail coverage or prior acts coverage consistent withthe requirements of this section in the event that such claims made policy is canceled ornot renewed.

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ACTION ITEM · 2017-10-19 · Report No. 17-232b Page 3 of 3 ALTERNATIVES ANALYSIS Given that the...

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Transcript of ACTION ITEM · 2017-10-19 · Report No. 17-232b Page 3 of 3 ALTERNATIVES ANALYSIS Given that the...