Report No:Meeting Date:

18-219

October 10, 2018

Alameda-Contra Costa Transit District

STAFF RE PO RTAC Transit Board of Directors

FROM:

SUBJECT:

Michael A. Hursh, General ManagerBART Early Bird Express Bus Network

ACTION ITEM

RECOMMENDED ACTION(S)

Consider authorizing the GeneraIManager to negotiate and execute an agreement with the BayArea Rapid Transit District (BART) to provide contract services for a network of bus service tosupport BART's early-morning weekday service beginning February 2019.

BUDGETARY/FISCAL IMPACT

The Early Bird Express Bus Network will consist of approximately 10 routes with dozens of busesoperating from approximately 3:45 a.m. to 5:00 a.m. on weekdays only. These buses will belinked to AC Transit's regular Transbay service after 5:00 a.m. and BART willbe billed based onthe platform hours associated with operating the service minus farebox recovery. This meansBART will pay for all of the time from the point each bus pulls out of the garage to the pointwhen the buses begin regularly scheduled AC Transit service. The contract will also coveradditional expenses such as Operations Control Center staffing, field supervision, operationsadministration at each division, and any extension of the Customer Service CallCenter.

Staff's current estimate for service cost in the first year is $2.9 million for both service andsupervision. The costing analysis is shown in Attachment 1. The service rate will start at $214per platform hour and is based on the District's fully loaded cost with an additionalsupplementfor expected higher than normal operator overtime based on how the added service will linkinto existing runs. An additional yearly fixed cost will be charged to BART to cover the cost oftwo additional Supervisors necessary to cover the distant route start locations, as Supervisioncannot handle this specialservice demand with existing staff. AC Transit willcollect allfares andoffset the billing to BART by the amounts collected. These rates and actual costs will be re-evaluated yearly to ensure the costing is complete and proper.

BACKGROUND/RATIONALE

Following the passage of Measure RR in 2016, BART has begun significant maintenance of itstrack and right-of-way. The next major maintenance project involves a seismic retrofit of theTransbayTube for a period of at least 3.5 years. The maintenance willoccur at night and in theearly morning. To ensure there is a sufficient window for the work, BART will be startingservice one hour later - at 5:00 a.m. BART staff has received direction from their Board toprovide direct, point-to-point bus service between several stations on the Peninsula and in the

East Bay to San Francisco and other key nodes based on current early-morning ridership counts.

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Report No. ].8-219Page 2 of4

Description of Early Bird Network

This proposal amounts to creating an entire transit service network that operates fromapproximately 3:45 a.m. to 5:00 a.m. every morning then shuts down as BART begins operatingrail service. This network would be considered BART replacement service operated undercontract by a combination of Bay Area transit operators, including AC Transit, CountyConnection, SamTrans, SFMTA, and LAVTA.

The Early Bird Express network design currently proposed by BART involves the following routesto be operated by AC Transit:

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Bay Fair BART to Salesforce Transit Centerfremont BART to Salesforce Transit Center

Pittsburg/Bay Point BART to Salesforce Transit CenterDublin/Pleasanton BART to Salesforce Transit CenterPleasant HilIBART to Salesforce Transit Center

Fremont BART to 19th Street BART via Bay Fair BART

The following routes willoperate in the East Bay and be operated by othertransit agencies

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Dublin Pleasanton BART to Bay Fair BART -- LAVTA

Pittsburg/Bay Point BART to].9th Street BART via Pleasant HilIBART- CCCTAEICerrito deINorte to 19th Street BART via Macarthur BART - WestCATEICerrito del Norte BART to Salesforce Transit Center -- Golden Gate Transit

Antioch BART to Pittsburg/Bay Point BART - Tri Delta

This network will require 22 buses for AC Transit to operate its portion of the contract serviceIt is criticalto note these buses already exist within the fleet and would only require that earlymorning blocks be lengthened to pull-out of divisions earlier to operate the Early Bird Expressnetwork before transitioning to regular Transbay service. A map of the lines to be operated byAC Transit can be found in Attachment 4.

Given the District's operator sign-ups do not match the BART sign-ups, AC Transit will schedulethe service beginning in December 2018 but will not actually begin operating those schedulesunti[ BART's February 20].9 sign-up. This is simi]ar to what is done during the August sign-upwhen supplementary service is in the August sign-up but some of the individual lines do notoperate until schools begin later in August. Under this proposed agreement, AC Transit wouldbe compensated for the operator pay hours for its portion of the Early Bird network onweekdays from the December 2018 sign-up until BART's February 2019 sign-up at which pointthe billing rate would escalate to platform hours. The service network is planned to operateuntil the BART sign-up when it reverts to its current 4:00 a.m. weekday service startapproximately 3.5 years later. Should that sign-up not coincide with a District's sign-up, BARTwill compensate the District for the pay hours of those operators who have signed the earlymorning runs but no longer need to operate the service until the District's next sign-up.

Staff is coordinating with BART to schedule the appropriate levels of service based on thehistoric ridership and projected demand for the period from 4:00 a.m. to 5:00 a.m. BART and

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Report No. 18-219Page 3 of4

District staff will continually monitor ridership and loads on the service and make adjustmentsat District sign-ups to match service levels to demand in the field at BART's expense

BART will be responsible for all the public messaging, Title VI compliance, and public

engagement related to this network as they are the owner of the network and AC Transit andother operators are running the service under contract.

Fares

BART is responsible for setting the fare structure for the Early Bird Express network. For thoseroutes operated by AC Transit, customers will be charged the AC Transit Transbay fare for alllines going to the Salesforce Transit Center with the exception of lines to or from downtownOakland. Customers willbe charged the locaIAC Transit fare for the lines operating within the

East Bay that do not serve the Salesforce Transit Center.

Agreement Terms

District and BART staff have drafted an agreement for review and execution prior to the sign-upon December 1.6, 2018.

Terms of the agreement mutually proposed by BART and AC Transit staffinclude

8 Agreement Amount -- based on the hourly rate described above:o AC Transit will only invoice BART for actual service provided minus farebox

recoveryo ACTransit will invoice BARTon a quarterly basis

AC Transit Responsibilities:o Provide operators, vehicles, road supervisors, mechanics and planning/

scheduling staff, as needed- Provide appropriate vehicles to meet the service demand, pending

availabilityo Provide support staff to deliver the serviceo Coordinate operations at the affected stations

BART Responsibilities:o Provide crowd control and customer service for the entire operationo Provide public outreach and information for the Early Bird Express networko Provide clean operator restrooms with sufficient lighting and running water

within close proximity of each service nodeo Respond to all customer complaints not related to the operator orthe mechanics

ofthe vehicle

In the event of an operator shortage, AC Transit willprioritize filling regularly scheduledruns over the Early Bird Express runs

Any adjustments to the plan must be made four months in advance ofimplementing thechange at a scheduled District sign-up

Any disputes will follow a multi-level resolution process

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Staff from each of the agencies has negotiated terms related to indemnifications, liabilities andinsurance

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Report No. ]-8-2].9Page 4 of4

ADVANTAGES/DISADVANTAGES:This effort will introduce new riders to AC Transit service and also offers the District anopportunity to assist a partner agency with a critical need that has lasting benefits for theregion. However, it will place strain on operations and maintenance as this is a high level ofservice not typically operated in the early morning so operators, maintenance employees, andsupport staff will be working overtime and buses will be incurring mileage that they would nototherwise incur.

ALTERNATIVESANALYSIS

Staff considered an alternative to not enter into an agreement with BART to provide thisservice. Staff do not recommend this alternative as it would require BART to contract with aprivate charter company that is not well equipped or structured to provide service that isuniversally accessible and actively managed in the field. In addition, compared to AC Transit,private charter companies do not have the same access to public transit infrastructure such asthe Salesforce Transit Center. Also, private charter companies may not have the samefamiliarity as AC Transit with the roads and intersections between stations. This was evidentduring with the service provided by BART during their last labor strike.

PRIOR RELEVANT BOARD ACTION/POLICIES

None

ATTACHMENTS

1)

2)

3)

4)

5)

Costing AnalysisDraft AgreementDraft AgreementDraft AgreementDraft Agreement

Scope

Concept of OperationsReimbursement Schedule

Approved by:

Reviewed by:

Ramakrishna Pochiraju, Executive Director of Planning & Engineering

Salvador Llamas, Chief Operating OfficerClaudia L. Allen, Chief FinancialOfficerDenise C. Standridge, GeneralCounselRobert del Rosario, Director of Service Development and PlanningChris Andrichak, Director of Management and Budget

Michele Joseph, Director of Marketing & CommunicationsMichael Eshleman, Manager of Service PlanningPrepared by:

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SR 18-219 Attachment 1- Costing Analysis

Attachment 1- Costing Analysis

BART Early Bird Express Bus Network Costing

Projection

FY2020-21FY2019-20FY2016-17 FY2018-19

$425,642,000412,243,960Total Operating Costs excl. Paratransit

2,177,495 2,221,045Platform Hours (2% growth)

g94$192$180Baseline Hourly(Fully Loaded) Cost

$25Overtime Hourly Supplement

Total Contract Hourly Service Cost

AdditionalSupervisor Staffing $400,299$387,511 $413,509

$2,929,782Total Annual Cost including

Supervision

AnnualPlatf orm Hours estimate 11,440 11,440 11,440

Annual Service Cost $2,444,460 $2,480,058 $2,516,273

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SR 18-219Attachment 2

AGREEMENT BETWEEN THE ALAMEDA CONTRA COSTA TRANSITDISTRICT AND THE SAN FRANCISCO BAY AREA RAPID TRANSIT

DISTRICT

IN CONNECTION WITH

EARL,Y MORNING BUS SERVICES

This funding Agreement is effective as of XXX X, 2018 (the "Effective Date") by and between theAlameda-Contra Costa Transit District, ("AC TRANSIT"), and the San Francisco Bay Area Rapid TransitDistrict("BART")(collectively, the "Parties").

RECITALS

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2.

WHEREAS, AC TRANSIT is a special District duly created and acting under the California PublicUtilities Code Sections 24501 et seq., operating a public transit system serving 13 cities and adjacentunincorporated areas in Alameda and Contra Costa counties; and

WHEREAS, BART is a Rapid Transit District duly created and acting under the California PublicUtilities Code Sections 28500 et seq., operating a regional rapid transit system for the San FranciscoBay Area; and

3 WHEREAS, both AC TRANSIT and BART operate public transit services in the San Francisco BayArea; and

4 WHEREAS, due to upcoming infrastructure work on portions of BART's Right-of-Way, BART trainservice will begin at approximately 5:00 am on weekdays, starting on February 2019, and continuingfor approximately 3 iy2 years; and

5 WHEREAS, AC TRANSIT has [he abi]ity to provide high capacity early morning bus service in placeof BART train service; and

6. WHEREAS, on XXX XX, 2018, subject to specified limits, the BART Board of Directors authorizedits General Manager to execute agreements with bus service providers for bus transportation servicesduring Lhe early morning period from approximately 4:00 am to when BART trains circulate eachweekday morning; and

7 WHEREAS, on XXXX XX, 2018, the AC TRANSIT Board of Directors authorized its GeneralManager to agree to operate early morning bus service as defined herein; and

NOW, THEREFORE, AC TRANSIT and BART, for good and valuable consideration, the receiptand sufficiency of which are hereby acknowledged, agree as follows:

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AGREEMENT

SECTION 1: DEFINITIONS

A. "Early Morning Bus Services" refers to the bus services that will be funded by BART and operatedby AC TRANSIT, to shuttle passengers between specified locations as part of a Regional network of buses,as specified in Attachment A, Scoop of Services. It is anticipated that the Early Morning Bus Services willbe needed starting February 2019, and continuing for approximately 3 % years. Service will not beoperated on weekends or Holidays. "Holidays" are weekday days when AC TRANSIT buses run on itsSunday schedule and are defined for Calendar Year 2019 as follows:

B. For purposes of this Agreement, AC TRANSIT will charge BART for costs in excess of netrevenues, as established in Attachment C, for Bus Services performed by ACTRANSIT staff.

c. "Project" refers to the project to provide Early Morning Bus Services, as defined herein

SUU'iON 2: BART RESPONSIBILITIES

A. BART agrees to provide funding Lo AC TRANSIT for the services described in Attachment A,SwppQs£ S91vlcQS, and Attachment B, CQ!!sQ12L£2f.Qi291.aljplB, in accordance with, and as described in,Attachment C, . Attachments A, B, and C are attached hereto and incorporatedherein by this reference. In no event, shall the amount owed by BART to AC TRANSIT under thisAgreement exceed the sum of$10,000.00 per day. In addition, AC Transit will not provide a level of servicewhich would incur costs to BART in excess of $10,000.00 per day.

B. BART agrees to notify AC TRANSIT of any requested changes to the services described inAttachment A, Sw£112912fSQlylSQ$, and Attachment B, fQ!!fgpL!!f.Qt291.a!!QIU, as soon as possible.

C BART agrees to share with AC TRANSIT its marketing and public relations plans for the Project

D. BART agrees to provide public outreach and information for the Project. All outreach andinformation will be in compliance with all state and federal laws and regulations.

E. BART agrees to share any evaluation that it conducts about the Pr(cect with AC TRANSIT

F. BART agrees to acknowledge that in the event of bus operator shortage, AC TRANSIT willprioritize filling its regularly scheduled runs over the Early Morning Bus Service runs.

G. BART agrees that it has responsibility to address CEQA/NEPA issues as well as Title VI issuesduring the planning of the Pr(jest services, including that BART has conducted any necessary Title VIanalyses of the proposed service, as AC TRANSIT is merely the contractor performing services under thisagreement.

SE(XEON 3 ACTRANSITRESPONSIBIL]TIES

A. AC TRANSIT will provide services as described in Attachment A, Sf£li2g..!21.SgfylQg$, andAttachment B, Concept of Operations.

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B. AC TRANSIT will charge BART in accordance with Attachment C, . Inno event, shall AC TRANSIT charge BART more than $10,000.00 per day. In addition, AC Transit willnot provide a level of service which would incur costs to BART in excess of $10,000.00 per day.

C AC TRANSIT agrees to provide the bus services in a manner consistent with its existing service

D. AC TRANSIT agrees to collect fares for the Project services comparable to its Transbay farestructure for lines serving the Salesforcc Transit Center. The exception to this is the line from 19'h StreetBART to the Sa]esforce Transit Center, which wi]] uti]ize a fare comparab]e to the AC TRANSIT ]oca]fare. A]] tines operated by AC Transit not serving the Sa]esforce Transit Center wi]] utilize the ACTRANSIT local fare.

E. AC TRANSIT agrees to permit BART and/or its agents to conduct surveys of the Projectpassengers, provided BART gives reasonable advanced notice to AC TRANSIT of such surveys.

F. AC TRANSIT agrees to provide passenger communications as necessary if existing AC TRANSITbus stops need to be relocated as a result of the Project.

G. Customer Feedback: AC TRANSIT agrees to sole responsibility and liability for all complaints,comments and commendations regarding the Project solely as they relate to the delivery of bus serviceunder the Project. At BART's request, AC TRANSIT agrees to provide to BART a monthly summary ofall calls related to the Project fielded by the AC TRANSIT Customer Relations team.

H. Drug and Alcohol Program: AC TRANSIT has implemented a drug and alcohol testing programin compliance with US DOT Drug & Alcohol Testing Regulations 49 CFR Part 40 and Part 655.

1. Emergencies: in case of an emergency or disturbance on the bus, AC TRANSIT operators shallcontact AC TRANSIT's Operations Control Center (OCC) and request emergency or law enforcementresponse as appropriate, including from BART Police dispatch (510-464-7000) for incidents occurring onBART property. AC TRANSIT agrees to coordinate with local jurisdictions security and law enforcementpersonnel for Project service and passenger needs.

J. AC TRANSIT agrees that BART has no responsibility or liability for the security and safety ofriders on AC TRANSIT buses except for at stops located on BART property.

K. Federal and state requirements: AC TRANSIT agrees to be solely responsible and liable forcompliance of Ihc Project bus services with all federal and state laws to which Project service in ACTRANSIT's service area is subject, including but not limited to indemnifying and holding BART harmlessfor any claim arising from or relevant to AC TRANSIT'S service's compliance with these laws. ACTRANSIT is not responsible or liable for compliance with federal and state laws related to Project servicesoutside of the AC Transit service area.

L Except as required by law, AC TRANSIT agrees not to release to third parties any Project relatedreports, promotional materials, news releases, or other information that have not been reviewed and agreedupon by BART.

SK(;doN 4: MUTUAL AGREEMENTS

A. BART and AC TRANSIT agree to collaborate on all aspects of the Project as described inAttachment A.

B. ]n the event of a force majeure, AC TRANSIT may complete a truncated bus trip as allowed by thecircumstances.

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c. Project key personnel will be as follows

SECTION5 BILLING AND PAYMENT PROCEDURES

A. AC TRANSIT agrees to invoice BART quarterly based on the actual service provided in theprevious quarter.

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Invoices will describe the service performed, the period covered, the related costs, applicable revenues,and net amount charged, and the supporting calculation for the amount charged.

Invoices will include backup documentation in accordance with the sample included in AttachmentD, Sample Invoice.

3 BART will make payments within thirty (30) calendar days of receipt of each invoice

SECTION6: RESOLUTIONOFDISPUTES

A. If any dispute under this Agreement cannot be resolved by the Parties' staff persons responsible forday-to-day management of the Agreement, upon the written request of either of the Parties, the matter willbe handled as described below:

l First Level: Each Party will designate staff to be the initial person(s) to discuss any apparent disputeor disagreement between the Parties and to initiate this procedure. For AC TRANSIT, the first levelperson will be the Director of Service Planning, unless AC TRANSIT designates otherwise inwriting. For BART, the first level person will be the Operations Planning and Support Manager,unless BART designates otherwise in writing. The first level person for the initiating Party willsubmit a written request to the first level person of the other Party setting forth the disagreement andrequesting resolution. Each Party will respond within three (3) working days of receipt of a requestfor resolution from the other Party, or within such other period as the first level persons mayagree. Each designated first level person may contact his or her counterpart at the same level at anytime to raise any apparent disagreement related to this Agreement.

2. Second Level: Each Party will designate an individual to whom matters not resolved at the first levelwill be referred. For AC TRANSIT, the second level person will be the Chief Financial Officer,unless AC TRANSIT designates otherwise in writing. For BART, the second level person will bethe Assistant General Manager, Administration and Budget, unless BART designates otherwise inwriting. The second level person for the initiating Party will submit a written request to the secondlevel person of the other Party setting forth the disagreement and requesting resolution. Each Partywill respond within three (3) working days of receipt of a request for resolution from the other Party,or within such other period as the second level persons may agree. Each designated second level

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Category BART ACTjiANSITProject Manager/Main Point ofContact

John Mccormick

(510)464-7557Alternate: JoelSoden

(510)464-6839

Robert del Rosario

(510)891-4734Alternate: Michael Eshleman (510) 891-5453

Media Relations Alicia Trost Robert Lyles

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person may contact his or her counterpart at the same level at any time to raise any apparentdisagreement related to ellis Agreement.

3 Third Level: Each Party will designate individuals to whom matters not resolved at the second levelwill be referred. These designated third level persons will constitute the final internal level withinBART and AC TRANSIT for resolution of issues between the Parties. For both AC TRANSIT andBART, Ihe third level person will be the General Manager unless BART or AC TRANSIT designatesotherwise in writing. The third level person for the initiating Party will submit a written request tothe third level person of the Party setting forth the disagreement and requesting resolution. EachParty will respond within five (5) working days of receipt of a request for resolution from the otherParty. Each designated third level person may contact his or her counterpart at the same level at anylime to raise any apparent disagreement related to this Agreement.

4. Alternative Dispute Resolution: if the dispute is not resolved at the Third Level, the GeneralManagers of AC TRANSIT and BART may agree to a method of non-binding, alternative disputeresolution, including, but not limited to, mediation or non-judicial arbitration with each side to bearits own costs and fees.

5.

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Judicial Remedies: it is the intent of the Parties that litigation be avoided as a method of disputeresolution to the extent possible. However, nothing herein will foreclose or limit the ability of eitherParty to pursue judicial remedies after they have exhausted the internal reviews and ADR.

[n the event of a dispute or breach of Agreement, venue sha]] be in Alameda County, Ca]ifornia

SE(:UON 7 INSURANCE AND INDEMNIFICATION

A. At or before execution of this Agreement and at all times during the life of this Agreement, or asmay be requested, AC TRANSIT, at their own cost and expense, shall provide the insurance specified.

1. Commercial General Liability Insurance for bodily injury (including death) and property damagewhich provides limits of not less than Three Million Dollars ($3,000,000) per occurrence and ThreeMillion Dollars ($3,000,000) annual aggregate as respects products/completed operations ifapplicable.

a Coverage included shall be

i.

ii.

111

Premises and Operations;

Broad Form Property Damage;

Blanket Contractual Liability;

iv. Products/Completed Operations;

v. Personal Injury Liability;

VI Cross-liability and Severability of Interest; and

Vll Independent Contractor Liability

b Coverage shall be endorsed to include the following, copies of which shall be proyid9{LIQBART:

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l Inclusion of BART, and any other entity as required by Agreement, and their directors,officers, representatives, agents and employees as additional insureds as respectsongoing and completed services and operations in connection with this Agreement;and

11 Stipulation that the insurance is primary insurance and no insurance or self insuranceof BART will be called to contribute to a loss, except for situations related to BART'smaintenance of their real property as well as their actions or inactions pertaining totheir responsibilities under this Agreement.

111 Waiver of subrogation in favor of BART, its directors, officers, representatives, agentsand employees except for situations related to BART's maintenance of its real propertyand situations wherein BART, its directors, officers, representatives, agents and/oremployees were negligent or engaged in willful misconduct pertaining to theirresponsibilities under this Agreement.

2 A!!!Q!!!!!!!!!g..!:!!!b!!!U for bodily injury (including death) and property damage which providescoverage limits of no less than Ten Million ($10,000,000) combined single limit per occurrenceapplicable to all owned, non-owned and hired vehicles. Coverage shall be specifically endorsed toinclude the insurer's waiver of subrogation in favor or BART, its directors, ofHcers, representatives,agents and employees, a copy of which shall be provided to BART except for situations related toBART's maintenance of its real properly and situations wherein BART, its directors, officers,representatives, agents and/or employees were negligent or engaged in willful misconductpertaining to their responsibilities under this Agreement.

3 Statutory Workers' Coma)ensation and EmDloyQrs' Liability Insurance for not less than One MillionDollars ($ 1 ,000,000) per occurrence applicable to Employers' Liability coverage for all employeesengaged in AC TRANSIT services or operations under this Agreement. The policy shall includebroad form all states/other states coverage. Coverage shall be specifically endorsed to include theinsurer's waiver of subrogation in favor of BART, its directors, officers, representatives, agents andemployees, a copy of which shall be provided to BART except for situations related to BART'smaintenance of its real property and situations wherein BART, its directors, officers,representatives, agents, and/or employees were negligent or engaged in willful misconductpertaining to their responsibilities under this Agreement.

Other Insurance Provisions

l The policies are to contain, or are to be endorsed to contain, the following provisions, copiesof which endorsements shall be attached to Certificates of Insurance submitted to BART:

i Cancellation -- Each policy required shall be endorsed to state that the coverage shall notbe suspended, voided, canceled by either party, reduced in coverages or limits except after30 days prior written notice by certified mail, return receipt requested, has been given toBART

ii Approval of Coverages -- AC TRANSIT shall furnish BART with an appropriate letter ofself-insurance and/or Certificates of Insurance with original Endorsements effectingcoverages required. The Certificates and Endorsements are to be signed by a personauthorized by the insurer to bind coverage. "Early Morning Bus Services Agreement"shall bc included in all insurance submittals.

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2. All policies shall be issued by companies authorized to do business in the State of Californiawhich hold a current policy holders alphabetic and financial size category rating of not lessthan A:Vlll according to Best's Insurance Reports.

C. Indemnification

l AC TRANSIT shall indemnify, defend, and hold harmless BART, its officers, agents andemployees against any and all suits, claims or actions for injuries to or death of any persons, orfor loss of or damage to any property (including costs of reasonable attorney's fees) incurredby reason of any act or failure to act of AC TRANSIT, its officers, agents, employees, andsubcontractors, arising from or in connection with service provided under this Agreement. ACTRANSIT further agrees to defend any and all such actions, suits or claims and pay all chargesof attorneys and all other costs and expenses arising therefrom or incurred in connectiontherewith. AC TRANSIT does not agree to indemnify, defend and hold harmless BART, itsofficers, agents and employees for any suits, claims or actions incurred by reason of any act orfailure to act of BART related to maintenance of its real property as well as its actions orinactions pertaining to BART responsibilities under this Agreement. This indemnity shallsurvive the termination of the Agreement.

2. The foregoing provisions regarding indemnification are included pursuant to the provisions ofSection 895.4 of the Government Code, and are intended by the parties to modify and supersede[he otherwise applicable provisions of Chapter 21, Part 2, Division 3.6, Title I of theGovernment Code.

SEcrioN 8: GENERAL PROVISIONS

A.

lResponsibility

AC TRANSIT shall be solely responsible for the maintenance, safety, and operation of its busesproviding Early Morning Bus Service, and for the conduct, supervision, and training of itspersonnel and contractors.

Personnel and contractors performing services arising from this Agreement on behalf of ACTRANSIT will at all times be under AC TRANSIT's exclusive direction and control. NeitherBART, nor any elected or appointed boards, officers, officials, employees or agents of BART willhave control over the conduct of AC TRANSIT or any of AC TRANSIT's officers, employees oragents, except as provided in this Agreement. AC TRANSIT agrees that it will not at any lime orin any manner represent that AC TRANSIT or any of AC TRANSIT's officers, employees or agentsare in any manner officials, officers, or employees of BART. AC TRANSIT shall be responsiblefor its own acts and those of its employees and contractors during the term of this Agreement,except that AC TRANSIT shall not be responsible for BART acts or those of its employees orcontractors. BART shall be responsible for its own acts and those of its employees during the termof this Agreement, except that BART shall not be responsible for AC TRANSIT acts or those ofAC TRANSIT's employees or contractors.

C. Status: Neither AC TRANSIT nor any party contracting with the AC TRANSIT shall be deemedto be an agent or employee of BART. AC TRANSIT is and shall be an independent agency, andthe legal relationship of any person performing services for AC TRANSIT shall be one solelybetween AC TRANSIT and said person.

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D. Notices: AJI invoices, notices or other communications to either party by the other will be deemedgiven when made in writing and delivered or mailed to such party at their respective addresses asfollows:

ToBART San Francisco Bay Area RapidTransit District300 Lakeside DriveP.0. Box 12688Oakland, CA 94604-2688

Invoices: Assistant Controller300 Lakeside DriveP.0. Box 12688Oakland, CA 94604-2688

CC: Tracy Johnson300 Lakeside DriveP.0. Box 12688Oakland, CA 94604-2688

CC: Joel Soden300 Lakeside Drive, 14'h FloorOakland, CA 946] 2

All Other Notices John Mccormick

Operations Planning and Support Manager300 Lakeside DriveP.0. Box 12688Oakland, CA 94604-2688(510)464-6169

To AC TRANSIT: Alameda Contra Costa TransitDistrict1600 Franklin Street

Oakland, CA 94612

All Notices Robert del Rosario

Director of Service DevelopmentAlameda Contra Costa Transit District1600 Franklin Street

Oakland, CA 94612

E. Compliance with ADA

l AC TRANSIT acknowledges that, pursuant to the Americans with Disabilities Act (ADA),programs, services and other activities provided by a public entity to the public, whetherdirectly or through a contractor, must be accessible to the disabled public. Without limitingany other provision of this Agreement, AC TRANSIT agrees to provide its services specifiedin this Agreement in a manner that complies with the Americans With Disabilities Act of 1990("ADA") 42 U.S.C $12143 and any and all other applicable federal, state, and local disabilityrights legislation and agrees to be solely responsible for any damages or liability related to its

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services' compliance with ADA requirements. AC TRANSIT agrees not to discriminateagainst disabled persons in the provision of services, benefits, or activities provided under thisAgreement and further agrees that any violation of this prohibition on the part of ACTRANSIT, its employees, agents or assigns will constitute a material breach of this Agreement.

F. Compliance with the California Public Records Act: in the event that a public records requestrelated to the Early Morning Bus Service Project is filed with either Party, BART and ACTRANSIT agree to cooperate with each other as necessary to fulfill the request in a timely manner.

G. AC TRANSIT agrees to provide bus services specified in this Agreement in a manner that complieswith Title VI of the Civil Rights Act of 1964 and its implementing regulations (l;TA Circular 4702.IBand related guidance) and any and a]] other re]ated federa], state and ]oca] legislation. AC Transitagrees to be responsible for any damages or liability related to Title VI compliance solely as it relatesto the actual delivery of bus service under this Agreement. AC Transit is not responsible for any otherTitle VI compliance.

H. Records and Audits: AC TRANSIT shall permit BART's authorized representative to inspect andaudit a]] data and records relating to performance under this Agreement. AC TRANSIT shall maintainall such records for a period of five (5) years after BART makes final payment under this Agreement.

1. Entire Agreement. This Agreement contains the entire agreement of the parties with respect tomatters addressed herein, and supersedes any prior negotiations. All prior or contemporaneousagreements, understandings, representations, and statements are merged into this Agreement and are ofno further force or effect. Every provision of this Agreement is intended to be severable. If anyprovision of this Agreement is held invalid, illegal, or unenforceable by a court of competentjurisdiction, the validity, legality, and enforceability of the remaining provisions shall not be affectedor impaired.

SE(doN 10: TERMnqATION

A. Termination: Either party may terminate [his Agreement for any reason by sending written noticeto the other party ten (IO) days prior to the proposed date of service.

1.In Lhc event that either party terminates the Agreement

a AC TRANSIT agrees to provide bus service within ten (lO) days of the time the terminationnoticeis filed.

b. BART agrees to pay for services provided within ten (IO) days of the time the terminationnoticeis filed.

Page 9 oflO

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates listedbelow.

SAN FRANCISCO BAY AREA RAPID ALAMEDA CONTRA COSTA TRANSITTRANSIT DiSTRo(;F DiSTRo(;r

Date:Date:Grace Crunican Michael Hursh

General Manager General Manager

APPROVED AS TO FORM: APPROVED AS TO FORM & CONTENT:

Date:Date:BART Attorney AC TRANSIT General Counsel

Page 10 of10

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SR 18-219Attachment 3

SCOPE OF WORK

A Service Period. AC TRANSIT will provide Early Morning Bus Services on each Monday through

Friday commencing February 1 1, 2019 for the duration of this Agreement. Service will not be provided

on Holidays.

B Service Description. AC TRANSIT will provide the following services

1. Service Routes and Schedules in a safe and effective manner as described in the Concept of Operations

in Attachment B.

2 Up to XX buses to provide Express and Local service, as needed, as mutually determined by BART and

AC TRANSIT, to provide Early Morning Bus Services. Express service shall utilize higher capacity

Over-the-Road Coaches, Articulated and/or Double-deck buses; Local service may utilize lower capacity

buses, subject to actual ridership. AC TRANSIT reserves the right to modify vehicle assignments based

on load factors and based on AC TRANSIT's judgment on how best to provide safe and reliable service.

3. Service Changes: AC TRANSIT and BART agree to work together to right-size the service to meet

passenger demand.

a All major service changes are subject to AC TRANSIT's Operator Sign-Up schedules

b. BART will submit all major service change requests to AC TRANSIT in writing at least four

months ahead of the intended sign-up service start date when the changes will take effect.

c. AC TRANSIT will attempt to accommodate service changes within a reasonable timeframc

providing manpower and equipment resources are readily available.

d. Minor service changes to capacity, routing, or stops requested by BART or AC TRANSIT

may be accommodated mid-signup, if agreed upon by both parties. AC TRANSIT reserves

the right to deny unreasonable requests.

c. BART is responsible for all Title VI and other regulatory required analyses, public hearingand notifications.

4. Staffing: AC TRANSIT shall make best efforts to have an apprpriate number of extra operators and spare

vehicles available at all times so that no Early Morning Bus Service is missed due to unavailability of

operators or vehicles. Due to the uncertain nature of serving BART's existing ridership, AC TRANSIT

and BART will work on a staffing mitigation plan to prepare for a scenario where ridership demand

exceeds capacity when the operation begins.

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5 Performance Goals: AC TRANSIT agrees to implement the service with a stated performance goal to

provide reliable and on-time transit performance; however, AC TRANSIT will not bc held responsible

for failure Lo provide on-time service due to unusual weather, traffic conditions, road construction, road

c[osures or detours, schedu]e de]ays associated with rail crossings, passenger incidents, or natura]]y

occurring disasters.

a. On-Time Performance goals

l No Bus Trip leaves schedule time points more than one minute early

ii. A minimum of 80 percent of Bus Trips depart within five minutes of the scheduled

time points.

b. AC TRANSIT agrees to provide performance data summaries for the Early Morning Bus

Service using the Automated Vehicle Location (AVL) system and other available transit

technology.

l Summary reports will be provided to BART monthly

ii. Reports will include

1. The number of occurrences that buses depart a timed stop more than one

minute early, and depart from a timed stop more than five minutes late.

2. Available ridership data including but not limited to route, run, date and

time.

3. Available Bus Operation data including but not limited to the number of

operator hours, bus hours and bus miles run per route per day.

4. Available financial, farebox, Clippers or administrative reports applicable

to the Early Morning Bus Service.

6. Fares

a AC TRANSIT agrees to collect fares according to the following schedule:

i. Route 701: From: Pittsburg/Bay PointTo: STC Tranbay Fare

ii. Route702: From: PleasantHilITo: STC TransbayFare

iii. Route 703: From: Dublin/Pleasanton To:STC Transbay Farc

iv. Route 705: From: Macarthur/19'hTo: STC Local Fare

2

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v. Route 706: From: Bay Fair To:STC

From: Fremont To:STC

Transbay Fare

Transbay Fare

Local Fare

vi. Route 707

vii. Route 710: From: Fremont To: Bay Fair To:19'h

b. AC TRANSIT agrees to ensure that Clipper readers and fare box machines are in working

order to accept both cash and Clipper for fare payment.

7. Stops and Facilities

a. AC TRANSIT agrees to ensure all necessary local and agency approvals for its use of Project

bus stops are obtained prior to the start of service and maintained during service.

b. AC TRANSIT agrees to work with BART and partner agencies to determine safe and

effective stop and layover locations for buses within the network, particularly at shared

facilities or stops

c. BART agrees to ensure AC Transit operators have access to safe, accessible bathrooms at

Early Bird BART terminals.

8. Realtime and Scheduled Information

a AC TRANSIT agress Lo assume responsibility for the following

i. Incorporating the Early Morning Bus Schedule into the AC TRANSIT schedule data

normally delivered to the Metropolitan Transportation Commission (MTC) for use

in the 51 I Trip Planner and distribution to other third-party applications.

C. Subcontracting Prohibition: AC TRANSIT shall not subcontract any of the bus transportation services

to be provided under this Agreement.

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SR 18-219Attachment 4

Early Morning Bus Services

Concept of Operations- DRAFTXX/XX/2018

Below is a description of the Concept of Operations to provide Early Morning Bus Service for theduration of the agreement.

Principles of Service Design1. Network design: The network is designed to replicate BART train service during the 0400-0500

from specific nodes in the system. To accomplish this, the network is built around bus arrivalsand departures from downtown San Francisco. Timed transfers willalso be available at 19th andBroadway in Oakland and at Bay Fair Station in San Leandro.

a. San Francisco transfer junctioni. Arrival/departure pulses

AlIExpress buses are designed to arrive at the Salesforce Transit Center(SFTC) atdesignated timed intervals(5:00, 5:15, 5:45am). Allbuses designated for areturn trip leave XX minutes later.

il. Use of Salesforce Transit CenterAC Transit buses willarrive on the 3rd floor of the SFTC. Transferring passengerswill connect to Muniand SamTrans at the street level. Programmable signs andother wayfinding tools willguide passengers in this transfer.

b 19th Street Station transfer junction

Arrival/departure pulsesLocal buses from Fremont/Bay Fair, EI Cerrito del Norte, and Pittsburg/PleasantHill (provided by others) are designed to arrive at 19th Street BART at designatedtimed intervals(approximately 04:40, 04:55, 05:10 and 05:25). Allbusesdesignated for a return trip leave XX minutes later.

ii. 20th Street Intermodal ZoneAC Transit willwork with partner agencies to identify stop locations that willfacilitate a safe and easy transfer to connecting services.

C Bay Fair transferjunctioni. Fremont through bus and Dublin transfers

A Local bus from Fremont will arrive at Bay Fair, accept passengers from a Localbus from Dublin(provided by another operator), and continue onto the 19thStreet BART. Allbus departures willbe timed to arrive at 19th Street BART at thedesignated transfer time

d. Schedules

i. AC Transit will work with BART and partnering agencies to adjust service andschedules. Changes to the running times must be coordinated with BART to

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ensure the preservation of connections with partner agencies

Bus Service Routes

1. Express Service:e Route 701:e Route 702:e Route 703e Route 704:e Route 705e Route 706e Route 707

Pittsburg Bay Point BART to Salesforce Transit Center;Pleasant HilIBART to Salesforce Transit Center;

Dublin Pleasanton BART to Salesforce Transit Center;

EICerrito deINorte to Salesforce Transit Center(backhaulonly);Macarthur BART to 19th Street BART to Salesforce Transit Center;Bay Fair BART to Salesforce Transit Center;Fremont BART to Salesforce Transit Center;

2. Local Service:8 Route 710: Fremont BART to 19th Street BART via Bay Fair BART;

AC Transit Network

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Route Origin Destination Buses Est. Bus Size Frequency701 Pitts./Bav Point STC 5-7 Large 15 min702 Pleasant Hill STC 4-5 Large 15 min703 Dublin STC 3-4 Large 15 min704 STC EI Cerrito del Norte 2 (f rom

Route 702)Large 30 min

705 Macarthur STC TBD Large 15 min

706 Bav Fair STC 3-4 Large 15 min707 Fremont STC 2 Large 30 min710 Fremont 19th via Bav Fair 2 Small 30 min

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SR 18-219Attachment 5

Reimbursement Schedule

Calendar Year 2019 Bus Bridge Services

Hourly Ratesfor buses1. Hourly bus rates include all costs to provide the bus service (driver, supervision, support,

administration, overhead, and allother ACTransit Corporate costs). The hourly cost per bus hour

shallbe based on NTD data of totalagency bus operating cost divided by totalagency bus revenue

hours, which is currently $180.00 per bus hour. During the first six month of service, the hourly

cost shallbe supplemented by an overtime enhancement of$24.00 per bus hour for a total of

$204.00 per bus hour to account for excess overtime expected. The NTD cost rates listed are basedon FY 2016-17 NTD data. The rate used for invoicing may be adjusted periodically based on the

most recent NTD data for the period in effect during the bus service.

2 Driver-Only rate: if the quantity of buses on a route is reduced in the daily service plan due to low

ridership, incremental costs for the driver of that bus will be reimbursed until the effective dateof the next scheduled crew bid. The hourly rate for a bus operator is currently $66.00 per hour,

and may be adjusted periodically to coincide with AC Transit labor contract rates. This rate willalso apply to the period of time from AC Transit's December 2018 service change until BART's

February 2019 service change at which point the network willbegin operation.

Calculation of Bus Hours

1. Bus hours to be reimbursed will be the time from when a bus departs from a yard in route to thefirst stop, until the bus returns to a maintenance shop or transitions into a regular service route.Initial estimates have been calculated below, but these estimates can be adjusted by mutual

agreement after the first three months then annually, based upon field data and actualconditions.

Estimated Chargeable Bus Time, by route

2. ACTransit will track the number of one-way and round-trip runs for each bus route for each day.

Invoices will roll up daily hours into daily costs, weekly costs, etc. NEEDS MORE DETAIL OR ANEXAMPLE I NVOICE

Route TO FROM Deadhead Service Hook Total time701            

                                                                                                        

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Passenger Counting and Fare Collection1. Using a combination of Fare collection data and APC data, AC Transit will collect and report

passenger counts per bus, by route, by day.

2. Passenger data shall take account of total passengers/day TransBay and Local total

passengers/day. Invoices shall summarize passenger counts and calculate total TransBay andLocalrevenues.

3. According to the te(ms in the agreement, BART may validate the accuracy of this data throughsurveys and audits.

Operating Cost above Net Revenues1. Invoices will calculate costs in excess of revenue on a quarterly basis. BART will reimburse AC

Transit for costs that exceed revenues.

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