Community Transit Interlocal Agreement for Purchase of ORCA Business Cards Business Passport ProductsoV E t}AIL)14k.
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CONTRACT ROUTING FORM
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Originator:
Rob English
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Department/Division:
PW-Engineering
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Name of Consultant/Contractor:
Community Transit
wCONTRACT
TITLE:
Agreement for Pur&
Passport Products
Type of Contract: (GR) Grants
No. 20210325
Routed by:
Date:
(City Clerk Use Only)
Sydney Hall
03/25/2021
ase of ORCA business Cards & ORCA Business
(1) Intergovernmental Agreement ❑ (L) Lease Agreement
Z z (S) Purchase of Services n (W) Public Works n (0) Other
w
Il'— Bid/RFP Number:
z
vEffective Date:
� 005/01/2021
Has the original City contract boilerplate language been modified?
I.- If yes, specify which sections have been modified:
pDescription
V of Services:
Total Amount of Contract: $ 12,771.00
Budget # 001.000.E .518.21 49.00
co
J
Budget #
W
G
Q Budget #
V i
Q Z Are there sufficient funds in the current budget to cover this contract.
Z Remarks:
Authorization Level�Director
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❑ 1. Project Manager
Q ❑ 2. Risk Management/Budget
Z �✓ 3. City Attorney
�✓ 4. Consultant/Contractor
❑ 5. Other
Date: 04/30/2022
Amount:
Amount:
Amount:
O Yes O No
❑ 6. City Council Approval
Date (if applicable)
❑ 7. Mayor
❑ 8. City Clerk
AGREEMENT FOR PURCHASE OF ORCA BUSINESS CARDS AND
ORCA BUSINESS PASSPORT PRODUCTS
THIS AGREEMENT (hereinafter, "Agreement') is made and entered into by and among City of
Edmonds ("Business Account') and Community Transit ("Lead Agency") on behalf of the following
agencies, individually referred to as the "Agency" and collectively as the "Agencies" in this
Agreement.
The Snohomish County Public Transportation Benefit Area ("Community Transit')
The City of Everett ("Everett Transit')
The King County Metro Transit Department ("King County Metro")
The Kitsap County Public Transportation Benefit Area ("Kitsap Transit')
Pierce County Public Transportation Benefit Area Corporation ("Pierce Transit')
The Central Puget Sound Regional Transit Authority ("Sound Transit')
The Washington State Department of Transportation, Ferries Division ("Washington
State Ferries")
IN CONSIDERATION of the mutual covenants contained herein, the sufficiency of which is hereby
acknowledged, the Parties agree as follows:
1.0 PURPOSE
1.1 This Agreement establishes the terms under which certain fare payment -related services,
referred to herein as "ORCA Services," will be provided to the Business Account, including
but not limited to the prices and terms under which the Business Account may purchase
and distribute ORCA Business Cards loaded with a Business Passport Product to its
Eligible Business Cardholders. Such ORCA Business Cards may be used to access
certain Transportation Services of the Agencies. The specific ridership privileges
applicable to the Business Passport Product provided under this Agreement are specified
in Attachment 1, Products, Pricing and Terms, which is incorporated in this Agreement by
this reference, and are subject to Sections 6 and 17 below.
1.2 Attachment 1 also establishes the terms under which specific optional products and
services (e.g. use of an ORCA Business Card on vanpool; a guaranteed ride home
program), if any, shall be provided by one or more individual Agencies.
1.3 This Agreement also enables the Business Account to purchase Business Choice
Products from the Agencies, via the Business Account Website, at the prices and terms
in effect at the time of purchase.
1.4 The Business Account understands and agrees that this Agreement applies to its use of
ORCA Services including, but not limited to, its purchase of ORCA Business Cards and
ORCA Products. This Agreement does not constitute a contract for transportation
services. The Agencies have no obligation to the Business Account or any other entity or
person to provide any particular level, frequency or routing of transportation service.
ORCA Business Passport Agreement
BA 5472 City of Edmonds
May 1, 2021 —April 30, 2022 Page 1 of 28
2.0 TERM OF AGREEMENT AND CONTACT PERSONS
2.1 This Agreement shall take effect upon the effective date specified in Attachment 1. Unless
terminated in accordance with Section 13, this Agreement shall expire on the last day of
the Program Term specified in Attachment 1, or an Amended Attachment 1 that has
been signed by a person authorized to bind the Business Account.
2.2 The Business Account shall designate a Primary Contact Person in Attachment 2,
Designated Representatives, which is incorporated in this Agreement by this reference.
This Primary Contact Person shall be responsible for managing the Business Account's
roles and responsibilities under this Agreement. A Secondary Contact Person shall also
be designated in Attachment 2. The Lead Agency may communicate with and rely upon
either the Primary or Secondary Contact Person on matters relating to this Agreement.
3.0 DEFINITIONS
3.1 Business Account. The employer, educational or human services institution, government
agency or other entity that has entered into this Agreement enabling it to purchase ORCA
Business Cards and ORCA Products for distribution to their employees, students, clients
or other constituency.
3.2 Business Account Website. The website used by the Business Account to manage its
account, currently at orcacard.biz.
3.3 Business Choice Products. The ORCA Products that may be purchased at retail prices to
supplement the ORCA Business Passport Product for one or more Business Cardholders
(e.g. a WSF monthly pass)
3.4 Business Cardholder(s) or Cardholder(s). The individual(s) who are eligible to receive an
ORCA Business Card from the Business Account. The eligibility requirements for
Business Cardholders are more fully defined in Attachment 3, Eligible Business
Cardholders, which is incorporated in this Agreement by this reference.
3.5 Business Passport Product. The ORCA Product loaded on the Business Account's ORCA
Business Cards under this Agreement that provides the Business Cardholders an
unlimited right -to -ride the regularly scheduled Transportation Services of, or operated by,
certain Agencies to the extent specified in Attachment 1.
3.6 Card Block. An ORCA system process that culminates in invalidating an ORCA Business
Card.
3.7 Lead Agency. The Agency that entered into this Agreement on behalf of itself and the
other Agencies and that is responsible for administration of this Agreement on behalf of
the Agencies, including invoicing, contract modifications and renewals, and ORCA system
support.
3.8 ORCA. The trademarked name of the system that enables use of a common fare card on
the public transportation services provided by any of the Agencies.
3.9 ORCA Business Card (or "Business Card'). An ORCA fare card issued to a Business
Account to enable the loading of ORCA Products for use by a Cardholder to whom it was
distributed by the Business Account to access Transportation Services as specified in
Attachment 1.
ORCA Business Passport Agreement
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May 1, 2021 —April 30, 2022 Page 2 of 28
3.10 ORCA Products. Any transit fare payment mechanism or electronic voucher offered for
sale within the ORCA system by any of the Agencies. Examples include, but are not limited
to, monthly or period pass, E-purse, and electronic voucher.
3.11 ORCA Services. The materials and services that may be provided, from time to time, under
the ORCA program, including but not limited to the ORCA Business Cards, ORCA
Products, ORCA Websites, data, information, and any equipment, systems and services
related to the ORCA program.
3.12 Parties. The Business Account and the Agencies (which include the Lead Agency) may
be collectively referred to as "Parties."
3.13 Primary Contact Person. The individuals identified as the primary contact points for the
Lead Agency and the Business Account, as listed in Attachment 2 or as modified from
time to time.
3.14 Product Block. An ORCA system process that culminates in invalidating an ORCA Product
without invalidating the card on which it is loaded.
3.15 Transportation Services. Those public transportation services provided by the Agencies
that are specified in Attachment 1.
4.0 PRICES AND PAYMENT TERMS
4.1 The prices and payment terms applicable to this Agreement are specified in Attachment
1. Such terms shall include: (a) the amounts due for the Business Cards, Business
Passport Product, and any other products, services and fees; (b) the timing of payments,
and (c) the acceptable method of payment. Each order submitted by the Business Account
for ORCA Business Cards and/or any ORCA Products will be subject to the provisions of
this Agreement.
4.2 The Business Account's purchase of any Business Choice Products via the Business
Account Website will be at the prices and terms in effect at the time of order. The Business
Account is responsible for reviewing the prices in effect before submitting each order and
shall be deemed to have agreed to the then -applicable prices by submitting the order.
4.3 Payment in full is due as specified in Attachment 1.
4.4 If for any reason payment in full is not received by the date due, if a payment is not honored
due to non -sufficient funds (NSF) or if for any reason a payment is negated or reversed,
the Lead Agency will notify the Business Account of the payment problem and, if full and
clear payment is not received within ten (10) calendar days of such notification, the Lead
Agency may:
4.4.1 refuse to process new orders for ORCA Business Cards and block the loading of
new ORCA Products by or for the Business Account;
4.4.2 assess any late payment, NSF and collection fees to the maximum amount
permitted by law;
4.4.3 initiate a Card Block or Product Block on the Business Cards issued to the
Business Account, rendering them ineffective for use by the Cardholders, until
ORCA Business Passport Agreement
BA 5472 City of Edmonds
May 1, 2021 —April 30, 2022 Page 3 of 28
such time as the Business Account pays the full amount due, including any late
payment, NSF and fees, in a manner acceptable to the Lead Agency; and
4.4.4 suspend or terminate access rights to the Business Account's secured area of the
website.
4.5 In addition to any other obligations it may have under this Agreement and at law, the
Business Account agrees to pay to the Lead Agency any reasonable collection fees
incurred in collecting amounts due from the Business Account.
5.0 PURCHASE, OWNERSHIP, DISTRIBUTION AND REPLACEMENT OF ORCA
BUSINESS CARDS
5.1 Ordering ORCA Business Cards. The Business Account shall order ORCA Business
Cards via the ORCA Business Accounts Website, in accordance with the directions
provided on that website, and shall make payment as provided in Attachment 1,. If
additional cards are required, the Business Account may be required to pay the standard
card fee and other applicable fees as specified in Attachment 1.
5.2 Receipt and Ownership of ORCA Business Cards. Upon actual or constructive receipt of
the ORCA Business Cards it has ordered, the Business Account shall become the owner
of the ORCA Business Cards. The Business Account shall be deemed to have
constructively received all ordered ORCA Business Cards unless it notifies the Lead
Agency of any non -delivery or incorrect delivery within thirty (30) days after the order was
placed. If the Business Account notifies the Lead Agency that it has not received the
ordered cards, the Lead Agency will ship a replacement order. If the Business Account
subsequently receives the cards reported as missing, the Business Account is responsible
for returning them to the Lead Agency.
5.3 Storage and Risk of Loss. The Business Account is responsible for the storage,
distribution and use of the ORCA Business Cards issued to it. The Business Account bears
the sole risk of any loss, damage, theft or unauthorized use of one of its cards, whether
such card is held in its inventory or has been distributed for use. The Business Account is
responsible for the cost of any use of its Business Cards until the effective date of a Card
Block that may be initiated as provided below.
5.4 Distance Based Transit Fare. The Business Account is responsible for communicating to
Cardholders that "distance based fares" are charged on some systems such as: Link light
rail, and Sounder commuter rail systems. On distance based fare modes, when the
Cardholder "taps on," the ORCA system will record the trip to the last stop on the line.
When the Cardholder "taps off" at the end of the ride, ORCA will record the actual ride.
The Business Account then will be charged the correct fare for the actual ride taken. If the
Cardholder fails to "tap off", then ORCA will record a ride to the end of the line. The result
of not "tapping off' is that the Business Account will be charged the largest fare for the ride
even if a shorter ride was taken.
5.5 Distribution of ORCA Business Cards. The Business Account is responsible for distributing
its Business Cards for use by its Eligible Business Cardholders. The Business Account
remains the owner of all Business Cards it distributes but a cardholder may also purchase
and load individual ORCA products on a Business Card and individually register the card.
To enable Cardholders to register Business Cards as provided in Section 6 below, the
Business Account may not register, or allow anyone other than the Cardholder to register,
the Business Cards that are issued under this Agreement.
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The Business Account shall require that the Cardholder, as a condition of receiving a
Business Card, is informed of the Cardholder Rules of Use, incorporated in this Agreement
as Attachment 4 ORCA Business Cardholder Rules of Use, through your business'
standard means of communicating policies.
The Business Account understands and agrees that it is solely responsible for
implementation and enforcement of the Cardholder Rules of Use.
5.6 Proof of payment. The Business Account is responsible for notifying Cardholders that
proof of payment must be made by tapping the ORCA Card on the card reader in the
manner required by each Agency; otherwise, the Cardholder may be subject to a fine if
the ORCA Card is not tapped, and the Cardholder will be personally responsible for any
fines that may be imposed.
5.7 Business Account Access to Personally Identifying Information. If an individual Cardholder
opts to register one of the Business Cards issued to the Business Account, any personally
identifying information provided to the ORCA System (e.g. name, address, telephone
number, and credit card number) will not be accessible by the Business Account. If the
Business Account collects any personally identifying information about individuals to
whom it has distributed Business Cards, the Business Account is solely responsible for its
collection, use, storage and disclosure of such information.
5.8 Card Blocks. In the event a Business Card is determined to be lost or stolen or if a
Cardholder is determined by the Business Account to be no longer eligible to use the card,
the Business Account may initiate a Card Block via the Business Account Website to
invalidate the subject Business Card. The Lead Agency may also initiate a Card Block or
a Product Block as to any of the Business Account's Business Cards at the request of the
Business Account, or at the sole discretion of the Lead Agency in accordance with Section
4.4, or if it is suspected that a card has been altered, duplicated, counterfeited, stolen or
used by an ineligible Cardholder. Once initiated, a Card Block must be processed in the
ORCA system and downloaded to all reader devices throughout the region. Until that
occurs, there is the potential that the Business Passport Product and any E-purse value
or other ORCA Products on the subject card will continue to be used. The Business
Account, not the Agencies, remains responsible for all transactions, and any loss or costs
arising there from, for forty-eight (48) hours after the Card Block was initiated.
5.9 Restoration of Value After Card Block. Following a Card Block, the Business Account may
request the Lead Agency to restore value on a replacement of the blocked Business Card.
An E-purse on a blocked card will be restored on the replacement card in approximately
ten (10) calendar days after the replacement card is issued. The E-purse amount that
remained on the lost or stolen card, forty-eight (48) hours after the Card Block was initiated
in the ORCA system, will be restored to the replacement card via a remote revalue
function. An E-purse on a blocked card will be restored on the replacement card on the
eighth day after the card has been issued. The card must then be tapped to activate the
E-purse value.
5.10 Card Replacement. The Business Account is responsible for ordering and paying for any
new cards needed to replace Business Cards that for any reason cease to be available or
suitable for use by the Cardholders under the program of the Business Account, including
but not limited to, if the unavailability or unsuitability is caused by damage, abuse, loss,
theft, Card Block, and end of useful life. Provided, however, and notwithstanding the
exclusion of warranties in Section 14, if a Business Card malfunctions within twelve (12)
months after it was delivered to the Business Account, it shall be replaced by the Lead
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May 1, 2021 —April 30, 2022 Page 5 of 28
Agency without additional charge to the Business Account if the malfunction was caused
by a defect in design, material or workmanship and was not caused by misuse, an
intentional act, negligence or damage, reasonable wear and tear excepted. The Business
Account understands and agrees that to avoid the disruption and inconvenience caused
by sporadic failures as its cards are used, it must plan for replacement of its Business
Cards on a regular basis. As a condition of continuing under the Business Passport
program, the Business Account agrees that: (a) it will retire all of its ORCA Business
Cards at sometime within four years after they are issued by the Lead Agency to the
Business Account; and (b) purchase replacement Business Cards at the then -applicable
rate.
6.0 CARDHOLDER USE OF ORCA BUSINESS CARDS
Cardholder Privileges. The Business Account understands and agrees that, although it remains
the owner of ORCA Business Cards after distribution, the Cardholder has the following privileges
in connection with the use of an ORCA Business Card.
6.1 The Cardholder may present an ORCA Business Card, loaded with a valid, applicable
Business Passport or Business Choice Product, to an ORCA fare transaction processor
as proof of payment of all or a portion of a required fare on a regular transportation service
operated by one or more of the Agencies. (Provided, however, an ORCA Product that is
not sufficient to fully pay a fare will not be accepted as partial payment by the Washington
State Ferries.) In all cases, a Cardholder will be required to make other payment to the
extent a fare is not covered by an ORCA Product.
6.2 The Cardholder may individually purchase ORCA Products and load them on the Business
Card in addition to any ORCA Product loaded by the Business Account. Individual ORCA
Products may be used to pay all or a portion of a required fare on a transportation service
not covered by a Business Passport Product or Business Choice Product. (Provided,
however, an ORCA Product that is not sufficient to fully pay a fare will not be accepted as
partial payment by the Washington State Ferries.) In all cases, a Cardholder will be
required to make other payment to the extent a fare is not covered by an ORCA Product.
6.3 The Cardholder may register his/her name and other contact information with the ORCA
System and link such personal information to the serial number of the Business Card
provided to him/her. Such registration does not give the Cardholder any ownership rights
in the card but does give the Cardholder the right to access the ORCA Cardholder Website
to view the card's transaction history and current stored value, to modify travel zone
preferences, and to add retail products.
6.4 The Cardholder's personally identifying information is generally exempt from disclosure
under the Washington Public Records Act (Chapter 42.56 RCW) as more specifically
outlined in RCW 42.56.330(5).
7.0 NO RETURNS OR REFUNDS
Except as otherwise provided herein or in Section 13.2, the Business Account understands and
agrees that its purchases of Business Cards, and Business Passport Products and Business
Choice Products purchased for such cards, are final and it is not entitled to any refunds. Provided,
however, the Business Account may request a refund of the E-purse value remaining on a
Business Card if the card is surrendered by the Business Account to the Lead Agency. Upon
surrender of the subject Business Card, the Lead Agency shall initiate a Card Block and the refund
processed approximately ten (10) calendar days after the Card Block was initiated. The E-purse
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May 1, 2021 —April 30, 2022 Page 6 of 28
amount refunded will be that which remained on the surrendered card forty-eight (48) hours after
the Card Block was initiated in the ORCA system. A processing fee of ten dollars ($10) may be
payable by the Business Account to the Lead Agency for each refund that is processed,
regardless of E-purse value or number of cards refunded. The Business Account, not the Lead
Agency, is responsible for the refunding of such E-purse value, if any, to the individual Cardholder
to whom the Business Card had been distributed.
8.0 BUSINESS ACCOUNT WEBSITE
8.1 The Business Account Website is the primary means by which the Business Account shall
purchase ORCA Business Cards, Business Passport and Business Choice Products,
manage its Business Cards and obtain information about the use of said cards. As a
condition of participation in the Business Passport program, the Business Account agrees
that it will use the Business Account Website when it is available and that each access
and use of said website shall be subject to the Terms of Use and Privacy Statement that
are in effect and posted on the Business Account Website at the time of such access and
use.
8.2 The Business Account understands and agrees that uninterrupted access to and use of
the Business Account Website is not guaranteed and agrees that it will contact its
representative at the Lead Agency by email or telephone if the website is not available.
8.3 At the time the Business Account enters into the ORCA program, the Lead Agency will
provide a single password to the Business Account's Primary Contact, as specified in
Attachment 2, to enable user access to the Business Account's secured area of the
Business Account Website. The Business Account is required to change the temporary
password to one of its own creation. The Business Account shall be solely responsible for
the number and identity of those employees with whom the Business Account's password
is shared. The Business Account is also solely responsible for complying with the security
standards specified in Attachment 5, ORCA Business Account Security Standards, which
is incorporated in this Agreement by this reference.
9.0 INFORMATION PROVIDED BY THE AGENCIES AND THE ORCA SYSTEM
9.1 The Business Account understands and agrees that the data, reports or any information
provided to it via the Business Account Website or otherwise, is and remains the sole
property of the Agencies and nothing shall be construed as a transfer or grant of any
copyright or other property interest in such data, reports or information. The Agencies
hereby grant to the Business Account a non-exclusive license to use any data, reports or
information provided by the Agencies, via the Business Account Website or otherwise, for
any lawful purpose related to the administration of the transportation benefits program of
the Business Account.
9.2 The ORCA System will record data each time an ORCA Business Card is presented to an
ORCA device for fare payment and to load a product. Such transaction data includes, but
is not limited to, the date, time, and location (or route) of the transaction. The Business
Account may routinely access such transaction data related to its Business Cards to the
extent provided via the Business Account Website. Said website and its reports do not
provide the Business Account Business Card transaction data linked to card serial
numbers.
For the purpose of preventing fraud, the Primary Contact Person of the Business Account
may submit a written request to the Lead Agency for transaction data related to a specific
ORCA Business Passport Agreement
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May 1, 2021 —April 30, 2022 Page 7 of 28
card number or for a card number linked to a specific transaction. Fraud is defined as
intentional deception or misrepresentation by a person with knowledge that it will result in
an unauthorized benefit to him, her, or some other person. The submittal is not intended
to be used to request data for multiple cards or all cards managed by the Business
Account.
The written request shall include the following:
9.2.1 Card number or the date, time and other known details about the specific
transaction for which a card serial number is being requested;
9.2.2 Detailed statement as to why the information is germane to the prevention of fraud;
and
9.2.3 The signature of the Primary Contact Person.
If the Lead Agency determines that the subject transaction(s) is linked to a Business Card
issued to the Business Account, the Lead Agency will provide the Business Account with
the card serial number linked to the requested transaction(s). The Business Account
agrees that it will use such card serial number information only for purposes of enforcing
the Rules of Use, as provided to the Cardholder. The Business Account must maintain its
own records if it wishes to identify the card serial number issued to an individual.
10.0 PUBLIC RECORDS
The Business Account understands and agrees that all records related to its participation in the
ORCA System are public records under the Washington Public Records Act (Chapter 42.56
RCW) ("Act"), including but not limited to: (a) this Agreement and the sales activity hereunder; (b)
the orders, communications, and any other information provided by the Business Account to the
Lead Agency, the other Agencies or the ORCA System, whether provided via this website or
otherwise and whether provided in hard copy or electronic form; (c) any communications,
responses, requests, reports or information of any kind provided to the Business Account from
the Lead Agency, the other Agencies or the ORCA System; and (d) all data, reports and
information of any kind related to the loading of products on, and the use of, the Business Cards
issued to the Business Account. As public records, these records will be made available for public
inspection and copying upon request, unless the Lead Agency determines they are exempt from
disclosure.
11.0 INDIVIDUAL USE OF BUSINESS CARD AFTER LEAVING A BUSINESS ACCOUNT
The Business Account is encouraged to collect Business Cards from Cardholders who are no
longer eligible for the Business Account's transportation benefits program. In any case, the
Business Account is solely responsible for initiating a Card Block or Product Block in accordance
with this Agreement to prevent any continued use of, and financial liability for, a card that had
been distributed to a person who is no longer eligible.
12.0 ORCA SERVICES SUBJECT TO CHANGE
The Agencies seek to continually improve and enhance the ORCA Services. With thousands of
employers, schools, and other entities entering into business account agreements at varying
dates in the year, the Agencies are unable to guarantee to each business account that the ORCA
Services will not change during the term of its agreement. The Business Account understands
and agrees that one or more ORCA Services may be changed, suspended or terminated from
time to time without prior notice to, or agreement by, the Business Account, including but not
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May 1, 2021 —April 30, 2022 Page 8 of 28
limited to changes in the look, feel, content and functions of the Business Account Website. If the
Business Account is dissatisfied with a change in the ORCA Services, however, it may terminate
this Agreement for its convenience in accordance with the provisions of Section 13.2.
13.0 TERMINATION
13.1 The Lead Agency may at any time terminate this Agreement if the Business Account fails
to make timely and effective payment of all amounts due, or otherwise materially breaches
the Agreement, or acts in manner indicating that it intends to not comply, or is unable to
comply, with the Agreement. To effect such a termination for cause, the Lead Agency shall
send email notice to the last known email address for the last known primary contact
person of the Business Account describing the manner in which the Business Account is
in default and the effective date of termination. If the basis for termination is a failure to
perform that can be cured, the termination shall not take effect so long as the Business
Account cures the default within ten (10) calendar days of the sending of the email notice.
Upon the effective date of such termination, the Lead Agency may immediately terminate
the website access privileges of the Business Account, block the Business Cards issued
to the Business Account and decline to accept and fulfill any pending or new orders from
the Business Account. In the event of such a termination for cause, the Business Account
shall not be entitled to any refund of any amounts paid.
13.2 Either the Business Account or the Lead Agency may terminate the Agreement without
cause and for its own convenience by sending the other party written or email notice at
least thirty (30) days in advance of the effective date of the termination. Upon receipt of a
notice of termination for convenience from the Business Account, the Lead Agency may,
in its sole discretion, waive the advance notice period and immediately terminate the
website access privileges of the Business Account, initiate a Card Block on the Business
Cards issued to the Business Account, and decline to accept and fulfill any pending or
new orders from the Business Account. In the event of such a termination for convenience
and not cause, the amounts due under this Agreement shall be calculated by the Lead
Agency. (The amounts due for the ORCA Passport Product and any optional products
listed in Attachment 1 shall be the annual amounts due prorated for the number of months
during which the Passport Product and optional products were valid for at least one day.)
If the Business Account has not paid in full all of the amounts due under this Agreement
as of the termination date, the Business Account shall immediately pay the remaining
amount due. If the Business Account has paid more than all of the amounts due under
this Agreement as of the termination date, the Business Account shall be entitled to a
refund of the excess it has paid.
13.3 Notwithstanding any termination of the Agreement, the Business Account shall remain
liable to satisfy and comply with all of its obligations under this Agreement and at law with
regard to, or arising out of, any orders submitted or any of its acts or omissions occurring
prior to the effective date of the termination, including but not limited to paying all amounts
due or incurred prior to the effective date of the termination and any fees, charges,
collection costs or other costs arising from a failure to make timely and effective payment.
14.0 EXCLUSION OF WARRANTIES
14.1 ALL ORCA SERVICES PROVIDED ARE PROVIDED ON AN "AS IS" AND "AS
AVAILABLE" BASIS. ANY USE OF THE ORCA SERVICES IS AT THE BUSINESS
ACCOUNT'S SOLE DISCRETION AND RISK.
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14.2 BY WAY OF EXAMPLE, AND NOT LIMITATION, THE LEAD AGENCY AND EACH OF
THE OTHER AGENCIES SPECIFICALLY DO NOT REPRESENT AND WARRANT
THAT:
A. THE BUSINESS ACCOUNT'S USE OF THE ORCA SERVICES WILL BE
UNINTERRUPTED, TIMELY, FREE FROM ERROR AND OTHERWISE MEETING
ITS REQUIREMENTS;
B. ANY INFORMATION OBTAINED BY THE BUSINESS ACCOUNT AS A RESULT
OF USING THE ORCA SERVICES WILL BE ACCURATE AND RELIABLE; AND
C. ANY USE OF THE ORCA WEBSITES, INCLUDING BUT NOT LIMITED TO THE
CONTENT OR MATERIAL DOWNLOADED FROM SAID WEBSITES, WILL BE
FREE OF DEFECTS, VIRUSES, MALWARE, HACKS OR POTENTIALLY
HARMFUL INTRUSIONS.
14.3 TO THE EXTENT PERMITTED BY LAW, THE LEAD AGENCY AND EACH OF THE
OTHER AGENCIES DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO: ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; ANY
WARRANTIES OF QUIET ENJOYMENT OR NON -INFRINGEMENT; AND ANY
WARRANTIES CREATED BY TRADE USAGE, COURSE OF DEALING, OR COURSE
OF PERFORMANCE.
14.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM
THE AGENCIES OR THE ORCA SYSTEM SHALL REVISE OR CREATE ANY
WARRANTY.
15.0 NOTICES
15.1 Any notice required to be given under the terms of this Agreement shall be directed either
by email or regular mail to the Parties' Designated Representatives, as specified in
Attachment 2, or to the last person and address provided by a Party in accordance with
Section 15.2.
15.2 Each Party shall immediately notify the other Parties of any changes to its Designated
Representatives' contact information. The Business Account shall also immediately notify
the Lead Agency of any changes in any other information provided in its application.
16.0 FORCE MAJEURE
The Agencies and each of them shall be relieved of any obligations under this Agreement to the
extent they are rendered unable to perform, or comply with such obligations as a direct or indirect
result of a force majeure event, or any other circumstance not within such party's control,
including, but not limited to, acts of nature, acts of civil or military authorities, terrorism, fire or
water damage, accidents, labor disputes or actions, shutdowns for purpose of emergency repairs,
or industrial, civil or public disturbances.
17.0 APPLICATION OF AGENCY FARES AND OTHER POLICIES
The purchase, distribution and use of Business Cards and ORCA Products by the Business
Account and its Cardholders, and access to and use of the ORCA websites, shall be subject to
all applicable federal, state and local law, regulations, ordinances, codes and policies, including
ORCA Business Passport Agreement
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May 1, 2021 —April 30, 2022 Page 10 of 28
but not limited to the ORCA Terms of Use and Privacy Statement (posted on the ORCA websites
and available in printed form upon request to the Lead Agency), and the Agencies' respective
fares, transfer rules, codes of conduct and other operating policies and procedures.
18.0 PROHIBITED DISCRIMINATION
The Business Account shall not discriminate on the basis of race, color, sex, religion, nationality,
creed, marital status, sexual orientation, age, or presence of any sensory, mental, or physical
handicap in the administration of its transportation benefits program, the provision of ORCA
Business Cards and ORCA Products, or the performance of any acts under this Agreement. The
Business Account shall comply fully with all applicable federal, state and local laws, ordinances,
executive orders and regulations which prohibit such discrimination.
19.0 COMPLIANCE WITH APPLICABLE LAW
The Business Account shall be solely responsible for compliance with all applicable federal, state
and local laws, regulations, resolutions and ordinances, including, but not limited to, any
provisions relating to the Business Account's provision of compensation, benefits or services to
employees or others (e.g. including, but not limited to, transportation fringe benefits) and any
reporting, tax withholding, or other obligations related thereto. The Business Account expressly
acknowledges and agrees that it has not relied on any representations or statements by the
Agencies and will not rely on them to provide any legal, accounting, tax or other advice with regard
to the Business Account's provision of compensation, benefits or services to employees or others
(e.g. including, but not limited to, transportation fringe benefits) and any reporting, withholding or
other obligations related thereto.
20.0 LEGAL RELATIONS
20.1 No Partnership, Agency or Employment Relationship Formed. The Business Account and
the Agencies are independent parties and nothing in this Agreement shall be construed
as creating any joint venture, partnership, agency or employment relationship between
and among them or their respective employees. Without limiting the foregoing, the
Business Account understands and agrees that none of its employees or agents shall be
deemed employees or agent, for any purpose, of any of the Agencies and the Business
Account is solely responsible for the acts of its agents and employees and their
compensation, wages, withholdings and benefits.
20.2 LIMITATION ON LIABILITY
A. THE LEAD AGENCY AND EACH OF THE OTHER AGENCIES SHALL NOT BE
LIABLE FOR, AND THE BUSINESS ACCOUNT HOLDS EACH AGENCY
HARMLESS FROM, ANY LOSS OR DAMAGE ARISING OUT OF OR RELATED
TO:
ANY RELIANCE PLACED BY THE BUSINESS ACCOUNT ON THE
COMPLETENESS, ACCURACY OR EXISTENCE OF ANY INFORMATION
PROVIDED TO THE BUSINESS ACCOUNT BY OR THROUGH THE ORCA
SERVICES;
2. ANY CHANGES TO THE ORCA SERVICES OR THE TEMPORARY OR
PERMANENT CESSATION OF ANY SUCH SERVICES (OR FEATURES
WITHIN A SERVICE);
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3. THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY
INFORMATION MADE AVAILABLE TO THE BUSINESS ACCOUNT, OR
GENERATED BY THE USE OF THE ORCA SERVICES UNDER THIS
AGREEMENT INCLUDING, BUT NOT LIMITED TO, THE USE OF THE ORCA
BUSINESS CARDS ISSUED UNDER THIS AGREEMENT;
4. THE BUSINESS ACCOUNT'S FAILURE TO PROVIDE THE LEAD AGENCY
WITH ACCURATE ACCOUNT INFORMATION; AND
5. THE BUSINESS ACCOUNT'S FAILURE TO KEEP INFORMATION SECURE
AND CONFIDENTIAL.
B. THE LEAD AGENCY AND EACH OF THE OTHER AGENCIES SHALL NOT BE
LIABLE FOR, AND THE BUSINESS ACCOUNT HOLDS EACH AGENCY
HARMLESS FROM, ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL,
OR EXEMPLARY DAMAGES INCURRED BY THE BUSINESS ACCOUNT UNDER
ANY THEORY OF LIAIBILITY, INCLUDING BUT NOT LIMITED TO LOSS OF USE,
LOSS OF TIME, LOSS OF PROFITS, LOSS OF PRIVACY, LOSS OF DATA, LOSS
OF GOODWILL OR BUSINESS REPUTATION, WHEN SUCH DAMAGES ARISE
OUT OF, OR ARE RELATED TO, THIS AGREEMENT OR THE ORCA SERVICES,
WHETHER OR NOT ONE OR MORE AGENCIES HAS BEEN ADVISED OF, OR
SHOULD HAVE BEEN AWARE OF, THE POSSIBILITY OF ANY SUCH DAMAGES
ARISING.
C. TO THE EXTENT ONE OR MORE OF THE AGENCIES INCURS ANY LIABILITY
FOR A BREACH OF THIS AGREEMENT, OR ANY DUTY RELATED TO THE
ORCA SERVICES, AND SUCH LIABILITY THAT IS NOT EXCLUDED UNDER THE
TERMS OF THIS AGREEMENT, THE EXCLUSIVE, AGGREGATE REMEDY
AGAINST THE LEAD AGENCY AND EACH OTHER AGENCY WILL BE, AT THE
OPTION OF THE APPLICABLE AGENCIES: (A) THE CORRECTION,
SUBSTITUTION OR REPLACEMENT OF ALL OR PART OF THE ORCA
SERVICES GIVING RISE TO THE BREACH, OR (B) A REFUND OF THE
AMOUNT PAID BY THE BUSINESS ACCOUNT FOR THE ORCA
SERVICE CAUSING THE DAMAGE, THE AMOUNT OF WHICH WILL NOT
EXCEED THE DAMAGES (OTHER THAN THOSE EXCLUDED ABOVE)
ACTUALLY INCURRED BY THE BUSINESS ACCOUNT IN REASONABLE
RELIANCE.
THE DAMAGE EXCLUSIONS AND LIMITATIONS ON LIABILITY IN THE
AGREEMENT SHALL APPLY EVEN IF ANY REMEDY FAILS FOR ITS
ESSENTIAL PURPOSE.
20.3 No Waiver. The Business Account agrees that if the Lead Agency does not exercise or
enforce any legal right or remedy which is contained in the Agreement or under applicable
law, this will not be taken to be deemed to be a waiver or modification of the Lead Agency's
rights and remedies, and that those rights or remedies will still be available to the Lead
Agency.
20.4 Governing Law and Forum. This Agreement and all provisions hereof shall be interpreted
and enforced in accordance with, and governed by, the applicable law of the State of
Washington and of the United States of America without regard to its conflict of laws
provisions. The exclusive jurisdiction and venue for conducting any legal actions arising
under this Agreement shall reside in either the Federal District Court or the State of
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Washington Superior Court, as applicable, that is located in the county in which the Lead
Agency's primary administrative office is located. The Business Account hereby consents
to personal jurisdiction and venue in said courts and waives any right which it might have
to conduct legal actions involving the Agencies in other forums.
20.5 Attorneys' Fees and Costs. In the event of litigation between the parties related to this
Agreement, the Court is authorized to award the substantially prevailing party its costs,
fees and expenses including reasonable attorney fees to the extent authorized by the
Court and permitted by applicable law.
20.6 Survival. Sections 4, 5, 9, 14 and 20 shall survive and remain effective notwithstanding
any termination of this Agreement.
20.7 Use of ORCA name and logos. The Business Account understands and agrees that the
"ORCA" name and logos are trademarked and that it will not copy or use them and any
other trade names, trademarks, service marks, logos, domain names, and other distinctive
features or intellectual property of the Agencies without written permission. The Agencies
understand and agree the Business Account name and logo may be trademarked and
that it will not copy or use them and any other trade names, trademarks, service marks,
logos, domain names, and other distinctive features or intellectual property of the
Business Account without written permission.
21.0 SUCCESSORS AND ASSIGNS
This Agreement and all terms, provisions, conditions and covenants hereof shall be binding upon
the parties hereto, and their respective successors and assigns; provided, however, no Party may
assign or delegate the duties performed under this Agreement without the written agreement by
the Lead Agency, the Business Account and the assignee.
22.0 ENTIRE AGREEMENT AND WRITTEN AMENDMENTS
This Agreement constitutes the entire agreement between the Business Account and the Lead
Agency, on behalf of all Agencies, related to the Business Account's use of and access to ORCA
Services (but excluding any services which Lead Agency may provide under a separate written
agreement), and completely replaces and supersedes any prior oral or written representations or
agreements in relation to fare media consignment and sales or to ORCA Services. No oral
agreements or modifications will be binding on the parties and any changes shall be effective only
upon a written amendment being signed by the parties.
23.0 SEVERABILITY
In the event any provision of this Agreement is determined by a court of competent jurisdiction to
be unenforceable or invalid, then the meaning of that provision shall be construed, to the extent
feasible, to render the provision enforceable, and if no feasible interpretation would save such
provision, it shall be severed from the remainder of the Agreement which shall remain in full force
and effect unless the provisions that are invalid and unenforceable substantially impair the value
of the entire Agreement to any party.
24.0 AUTHORITY TO EXECUTE
Each party to this Agreement represents and warrants that: (i) it has the legal power and authority
to execute and perform this Agreement and to grant the rights and assume its obligations herein;
and (ii) the person(s) executing this Agreement below on the party's behalf is/are duly authorized
ORCA Business Passport Agreement
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May 1, 2021 —April 30, 2022 Page 13 of 28
to do so, and that the signatures of such person(s) is/are legally sufficient to bind the party
hereunder.
25.0 COUNTERPARTS
This Agreement may be executed in two (2) counterparts, each one of which shall be regarded
for all purposes as one original.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have
executed this Agreement as of the Effective Date.
BUSINESS ACCOUNT
LEAD TRANSPORTATION AGENCY
BY: BY:
Mi a Nelson
Title: Mayor
Business Account
Name: Citv of Edmonds
Date:
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May 1, 2021 —April 30, 2022 Page 14 of 28
Ric Ilgenfritz
Title: CEO
Agency: Community Transit
Date:
ATTACHMENT 1
PRODUCTS, PRICING AND TERMS — BUSINESS PASSPORT FLAT RATE
Business Account: City of Edmonds
Business Account Federal Tax ID #: 91-6001244
ORCA Business ID#: 5472
Agreement Type: Area Passport Flat Rate — Renewal
Program Term: May 1, 2021 — April 30, 2022
Business Passport Flat Rate Products
• Valid for full and unlimited rides on:
o Bus: Community Transit, Everett Transit, King County Metro, Kitsap Transit, Pierce
Transit and Sound Transit
o Ferry: King County Water Taxi and Kitsap Local Ferries and Fast Ferries
o Monorail
o Rail: Sound Transit Link light rail and Sound Transit Sounder (including Rail Plus
partnership with Amtrak Cascades
o Seattle Streetcar
o Access Transportation: Service on King County Metro and Kitsap Transit
• Vanpool: 100% fare subsidy on Community Transit, King County Metro, Kitsap Transit,
and Pierce Transit vanpool vans
• Vanshare: 100% subsidy on Community Transit, King County Metro, Kitsap Transit and
Pierce Transit vanshare vans
• Guaranteed Ride Home: Up to six (6) rides home per employee. (For details, see
Attachment 6 Emergency Guaranteed Ride Home).
Annual Rate
Passport Zone and Worksite Location
Employees
per Employee
Cost
Snohomish County — Urban
215
$59.40
$12,771
121 Fifth Ave N
Edmonds, WA 98020
New Card(s)
X
1 $5.00
$0
Total
$12,771
Emergency Guaranteed Ride Home
Emergency guaranteed ride home service provides up to six rides per employee. See
Attachment 6.
Vanpool and Vanshare Service
The vanpool/vanshare subsidy dollar amounts specified above are based on the estimated usage
by Eligible Employees of each included Agency's vanpool/vanshare services.
• If the vanpool/vanshare dollar amount specified above is less than the amount due for actual
usage by Eligible Employees for any of the included Agency's vanpool/vanshare services
under this Agreement, the provider Agency may invoice the Business Account for the
additional use.
If the Business Account enters into a successor agreement to this Agreement, the difference
between the specified amount above and the actual amount due each included Agency under
this Agreement will be calculated. An overpayment under this Agreement will be subtracted
from the amount specified in the successor agreement. A deficit under this Agreement will be
added to the amount specified in the successor agreement, if the provider Agency did not
submit a supplemental invoice.
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If this Agreement is terminated or expires without the Business Account entering into a
successor agreement, the difference between the specified amount above and the actual
amount due each included Agency under this Agreement will be calculated. An overpayment
under this Agreement will be credited against any amount still due from the Business Account,
or reimbursed by the provider Agency if none is still due. A deficit under this Agreement shall
become immediately due and payable by the Business Account to the provider Agency.
Business Passport Flat Rate Payment Terms
• Net 60 days from start of program term
• By invoice — do not send with contract
Additional Information
Additional Card Orders
During the agreement term additional cards can be ordered at the standard card fee only.
Amount of Eligible Employee contribution
(Note: employees may contribute up to 50% of the = $29.70
Annual Rate per Employee)
Business Choice Products
Choice Products purchased by the Business Account will be prepaid by check or credit card, at
prevailing retail rates.
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ATTACHMENT 2
DESIGNATED REPRESENTATIVES
BUSINESS ACCOUNT - Primary
LEAD AGENCY — Primary
Name
Bertrand Hauss
Ross Peizer
Title
Transportation Engineer
Marketing Logistics Specialist
Address
121 Fifth Ave N
Community Transit
Edmonds, WA 98020
7100 Hardeson Road
Everett,WA 98203
Telephone
(425) 771-0220
(425) 438-6183
Cell Phone
Fax
(425) 672-5750
(425) 468-6183
E-Mail
Bertrand.hauss@edmondswa.gov
OrcaBusinessAccounts@commtrans.org
BUSINESS ACCOUNT - Secondary
LEAD AGENCY - Secondary
Name
Robert English
Lori Welk
Title
City Engineer
ORCA Financial Specialist
Address
121 Fifth Ave N
Community Transit
Edmonds, WA 98020
7100 Hardeson Road
Everett,WA 98203
Telephone
(425) 771-0220
(425) 348-7153
Cell Phone
Fax
(425) 672-5750
(425) 438-2319
E-Mail
Robert.english@edmondswa.gov
ccounts.Receivable@commtrans.org
Billling Information
Bertrand Hauss (see above)
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ATTACHMENT 3
ELIGIBLE BUSINESS CARDHOLDERS
Definition and Number of Eligible Participants
Definition of
All benefits eligible employees.
Eligible Participants
Number of
Number = 215
Eligible Participants
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May 1, 2021 —April 30, 2022 Page 18 of 28
ATTACHMENT 4
ORCA BUSINESS CARDHOLDER RULES OF USE
As a Business Account Cardholder, I agree to the following:
I understand that the ORCA Business Card is owned by the employer that provided it to me and
it has been provided to me for my personal use only. I agree that I will not sell or transfer my
assigned ORCA Card to another person. If I violate these terms of use, my ORCA Card may be
blocked from further use.
2. 1 will keep my assigned ORCA Business Card secure and in good condition, and I will
immediately report a lost, stolen, or damaged ORCA Business Card to my company's
Transportation Coordinator. I understand an ORCA Business Card will be replaced at the fee
charged by my company.
3. 1 will return my assigned ORCA Business Card upon request or when I leave my employment
or otherwise do not meet the eligibility requirements of my company. If I do not return my ORCA
Business Card, I understand that it may be blocked for further use.
4. 1 understand that my ORCA Business Card is valid for the following provided by the listed
transportation Agencies.
a. 100% of fares on regularly scheduled transportation service on Community Transit,
Everett Transit, King County Metro, King County Water Taxi, Kitsap Transit and Kitsap
Ferries, Monorail, Pierce Transit, Sound Transit, and Seattle Streetcar.
b. 100% of vanpool and vanshare fares on vanpool services provided by Community Transit,
Kitsap Transit, King County Metro, and Pierce Transit.
5. 1 understand and will comply with policies of my employer or other institution that provided my
ORCA Business Card.
6. 1 understand that the ORCA Business Card is not valid for fare payment on transportation
services not specified in Section 4 and I am responsible for paying any additional fares required
for services not covered, or not fully covered, by my assigned ORCA Business Card.
7. 1 understand that any additional ORCA Products I load onto my assigned ORCA Card will
become the property of the company that owns my ORCA Business Card and the refund, if any,
of such products will be made by the company according to its refund policy.
8. 1 understand in the event any ORCA Products I load onto my assigned ORCA Card must be
replaced, I am responsible for any fares required during the replacement period.
9. 1 understand the ORCA system will record data each time I use my assigned ORCA Business
Card. Data will include the date, time and location of the card when it is presented. I understand
this data is owned by the transit Agencies and is accessible to the company that owns my ORCA
Business Card.
10. 1 understand that the ORCA Card must be "tapped" on a card reader to show proof of fare
payment or issuance of a valid fare. Merely showing the ORCA Card on a bus, train, ferry or
light rail vehicle does not constitute proof of fare payment or issuance of a valid fare. I will be
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BA 5472 City of Edmonds
May 1, 2021 —April 30, 2022 Page 19 of 28
subject to a fine if the ORCA Card is not "tapped," and I understand I will be personally
responsible for any fines that may be imposed.
11. 1 understand that for the correct fare to be recorded, I must "tap" off on a card reader when
exiting some transit systems. For example, I must "tap" off when exiting from a Sounder train or
Link light rail.
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May 1, 2021 —April 30, 2022 Page 20 of 28
ATTACHMENT 4
SAMPLE — ORCA BUSINESS CARDHOLDER RULES OF USE (continued)
I acknowledge the receipt of my ORCA Business Card, and understand and agree to the terms
stated above on using the ORCA Business Card.
Employee's Signature
Employee's Printed Name
Date
ORCA Card Serial #
Transportation Coordinator Use Only — ORCA Card returned:
Employee's Signature Date
ORCA Card Serial #
ORCA Business Passport Agreement
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May 1, 2021 —April 30, 2022 Page 21 of 28
ATTACHMENT 5
ORCA BUSINESS ACCOUNT SECURITY STANDARDS
1.0 Application Security
1.1 At the time the Business Account enters into the ORCA program, the Lead Agency will provide
a single Business Account user id and temporary password to the Business Account's Primary
Contact (as specified in Attachment 2, Designated Representatives, to enable access to the
Business Account's area of the Business Account Website.
1.2 The Business Account shall immediately change the temporary password to a strong password
that meets the following criteria:
a. Length - At least eight (8) characters in length or the maximum length permitted by the
ORCA system, whichever is shorter.
b. Elements - Contains one each of at least three (3) of the following four (4) elements.
1. English upper case letters (A, B, C... )
2. English lower case letters (a, b, c... )
3. Westernized Arabic numbers: 0, 1, 2...9
4. Special characters: (@, #, %... )
1.3 The Business Account shall restrict access to the ORCA Business Account Website by providing
its user id and password to only the employee(s) who have a business "need to know" and who
are authorized by the Business Account as "system user(s)".
1.4 Access to the ORCA Business Account Website is restricted to the purpose of authorized
administrative support for the ORCA Business Account program
1.5 The Business Account's password shall be changed at least quarterly but also immediately upon
(a) a system user leaving the Business Account's employment or otherwise losing his/her status
as an authorized user; and (b) the Business Account learning that the password has been
obtained by unauthorized persons or entities.
1.6 The Business Account's Primary Contact will review security policies and guidelines with
system users at least quarterly.
2.0 Physical Security
2.1 The Business Account shall require system users, when not at their workstations, to log off the
Business Account Website, or lock their screen using a password protected screen -saver in
order to prevent unauthorized access.
2.2 ORCA card stock shall be kept in a secure/locked location with access limited to those
administering the program.
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2.3 The Business Account shall require its employees to keep printed reports containing account
information in a secure location.
3.0 Incident Management
3.1 The Business Account shall report any security incident or suspected incident immediately to
the Lead Agency. Examples of possible security incidents would be: introduction of computer
viruses, unauthorized transactions or blocked cards, or lost or stolen card stock.
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ATTACHMENT 6
Guaranteed Ride Home Agreement Between
Community Transit and ORCA Business Passport Employer
This Agreement is made and entered into by and between Community Transit, (hereinafter, "Community
Transit") and ORCA Business Passport Employer (hereinafter, "Company").
PURPOSE OF AGREEMENT
The purpose of this Agreement and Attachment A, and B, which are incorporated herein, is to define the
responsibilities of Community Transit and the Company under Community Transit's Guaranteed Ride
Home (GRH) program, (hereinafter referred to as "the program.") Community Transit's responsibilities
include arranging for GRH transportation service under separate contracts and providing materials
necessary to run the program. The Company's responsibilities include informing its employees of the
program's existence, benefits, and how to use the program, administering the program in the spirit it was
offered, and providing Community Transit with the information it needs to monitor and evaluate the
program.
This Agreement sets forth all the rights and duties of the parties with respect to the subject matter thereof,
and replaces any and all previous agreements or understandings, whether written or oral, relating thereto.
This Agreement may be amended only as provided for in section ten (10).
2. ELIGIBLE EMPLOYEES DEFINED
Unless specified elsewhere, eligible employees shall be defined as the Company's employees who are
scheduled to work 12 months of the year and are officially registered in the program through the
company. An eligible employee must have traveled to work by any non -drive alone mode, on the date
they wish to use the service. Eligible employees are also regular participants in the Company's ORCA
Business Passport Agreement.
3. PROGRAM COORDINATOR DEFINED
The "Program Coordinator" shall mean, the Company's designated staff person(s) or office responsible for
administering the program for each shift.
4. SCOPE OF PROGRAM AND DURATION
The program duration is in accordance to the terms defined in the Company's ORCA Business Passport
Agreement until one or both parties decide to terminate the contract as provided for in section ten (10).
5. ELIGIBLE TRIPS DEFINED
The GRH program may only be used in the following situations to transport a program -eligible employee to
home or to another destination:
1) Employees or family member's unexpected illness.
2) Unexpected shift changes (employee learns that day he/she must work late that day), and the
normal ride will not be available. Subsequent overtime days known to employee will not be
eligible.
3) Situations outside the employee's control that caused a missed ride — e.g. carpool driver
emergency, missed bus, etc.
4) Other emergency situations or unanticipated schedule change which occur during the work
day.
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May 1, 2021 —April 30, 2022 Page 24 of 28
Further eligibility guidelines are set forth in Attachment B.
This program shall not be used for transportation in case of work -related employee injury or illness.
Eligible employees will be subject to six (6) trip limit per year, with a 65 mile trip limitation one way.
6. ABUSE OF THE PROGRAM
Community Transit may investigate service, and shall have the right to recover costs from employers for
their employees' intentional abuse of the program. Community Transit reserves the right to terminate the
program at the Company in cases of persistent abuse. Employees' abuse is defined as: using the
program for inappropriate trips, taking trips for scheduled appointments, taking trips with unauthorized
intermediate stops or unauthorized destinations, and scheduling trips and failing to appear for whatever
reason without notifying the taxi company. Community Transit shall also have the right to recover costs
from employers who knowingly, willingly or intentionally violate the terms of this Agreement by authorizing
inappropriate trips or failing to fulfill their responsibilities as described in this contract.
7. COMMUNITY TRANSIT'S RESPONSIBILITIES
Community Transit shall:
A) Arrange for GRH tranportation service for eligible employees for eligible trips. The parties
understand and agree that Community Transit is not providing the transportation services
under the program. The provision of the GRH transportation service and its quality and
reliability shall be the sole responsibility of the GRH transportation service provider and
Community Transit shall not be liable for any claims of injury or damages related to an
individual's need for or use of the service.
B) Provide the Company with brochures to inform and instruct its employees about the program.
C) Provide the program coordinator with the written procedures for accessing service and written
guidelines for determining service legitimacy (see Attachments A and B).
D) Pay fares incurred by eligible persons for eligible trips. Community Transit will not pay for the
cost of the driver gratuity, which is at the discretion of, and to be paid by the passenger.
E) Conduct an evaluation of the program's effectiveness.
8. PROGRAM FUNDING
Community Transit shall provide the funding for the program.
9. COMPANY'S RESPONSIBILITIES
The Company shall:
A) Confirm the number of employees as defined in section two (2) officially registered by the
Company.
B) Designate the program coordinator responsible for administering the service for each shift at the
Company, providing for the possibility that the person(s) may occasionally be unavailable. In this
occurrence, an alternate program coordinator will be designated.
C) Confirm eligibility of trip request based on this Agreement, including but not limited to Attachment
B, and the program materials provided by Community Transit.
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D) Access service through a designated service provider, and give the operator necessary information
as detailed in Attachment A.
E) Keep a complete record of all service requests so that Community Transit can track program usage
and check employer records against those provided by the taxi company.
F) Track individual employees' use of the program to ensure that none exceed the 6 trip limit.
G) Participate in the evaluation process by providing information mentioned above, and allowing
Community Transit to survey or conduct focus groups among the Company's employees.
H) Follow procedures as set out in Attachments A and B.
10. AMENDMENT AND TERMINATION AGREEMENT
This Agreement and any of its terms or provisions may be amended by written agreement of the parties.
All amendments to this Agreement shall be in writing and signed by the persons authorized to bind the
parties to this Agreement and as provided herein.
The Agreement may be terminated by either Community Transit or the Company for convenience and
without cause by giving written notice of such termination to the other party at least thirty (30) days prior to
the effective date of such termination. This Agreement shall continue in force until terminated by either
party or until the Company's ORCA Business Passport Agreement is terminated, whichever comes first.
Community Transit shall have the right to terminate the Agreement immediately if the Company places
Community Transit or the public at undue risk as determined by Community Transit, or if the Company's
ORCA Business Passport Agreement is suspended or terminated.
This Agreement and all terms, provisions, conditions and covenants hereof shall be binding upon the
parties hereto and their respective successors and assigns. The Company, however, agrees that it will not
assign or delegate the duties to be performed under this agreement to an outside contractor without the
prior written approval from Community Transit.
12. APPLICABLE LAW AND FORUM
Each party's performance shall comply with all applicable federal, state and local laws, regulations and
ordinances. In the event of any litigation under this Agreement, the parties agree that venue shall rest in
Superior Court of Snohomish County, Washington, and the Company hereby submits to personal
jurisdiction therein.
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ATTACHMENT A
Program Coordinator Instructions
How to access service:
1. Determine that the employee is eligible for the program.
2. Determine valid need for service by the employee (see Guidelines — Attachment B)
3. Make sure employees possess a photo I.D. (driver's license, employer I.D.)
4. Fill out all requested information on the Guaranteed Ride Home voucher for the employee including
date, trip time requested, employee's name, organization's name, your name, pick-up address and
location, destination address or name, any intermediate stops, and the reason the trip was requested.
5. Contact a service provider as directed in program materials (*see Open Return below).
6. Tell the operator who answers that this is a Community Transit Guaranteed Ride Home service
request.
7. Identify yourself and your employer. Give the operator the employee's name, pick-up address and
location, and the time transportation is needed. If an intermediate stop has been authorized, inform the
operator of this also.
8. Remind the operator to have the driver confirm the passenger's destination and identify by checking
the name on the Guaranteed Ride Home voucher with the passenger's photo identification.
9. Retain a copy of the voucher as part of your program records. Give the original to the employee to
submit to the driver.
10. Remind the employee that the driver will request photo identification.
11. Tips are at the discretion of the employee and will not be reimbursed.
12. Discourage employees from requesting a ride if they are unsure they will use it. Community Transit
pays a fee for "no shows". If, for some unavoidable reason, the employee does not show up for the
ride, contact Community Transit as soon as possible.
*Open Return — if an employee requests a Guaranteed Ride Home because of unexpectedly working late
at the request of a supervisor AND does not know exactly when a ride will be needed AND that time is
after the Program Coordinator has completed work for the day, the Program Coordinator should complete
the voucher and provide the employee with the service provider's phone number. The employee should
phone the service provider as soon as the desired pick-up time is known and stat that it is a Community
Transit Guaranteed Ride Home service request.
ORCA Business Passport Agreement
BA 5472 City of Edmonds
May 1, 2021 —April 30, 2022 Page 27 of 28
ATTACHMENT B
Guidelines for Determining Legitimacy of Service Request
Community Transit's Guaranteed Ride Home program should only be used to transport an eligible
employee from work to home or another destination in the following situations:
1) Employee's or family member's unexpected illness.
2) Unexpected shift changes (employee learns that day he/she must work late that day), and the
normal ride will not be available. Subsequent overtime days know to the employee will not be
eligible.
3) Situations outside the employee's control that cause a missed ride — e.g. carpool driver
emergency, missed bus, etc.
4) Other emergency situations, or unanticipated schedule changes which occur during the work day.
Note: Non -emergency side trips are not allowed. Side trips of an emergency nature must be authorized in
advance by the program coordinator.
Program Limitations: six (6) trip limit per employee per year; a 65 mile trip limitation one way (employee
will pay the remainder of the fare beyond 65 miles).
Examples of circumstances where Guaranteed Ride Home is NOT to be used include:
1) Pre -scheduled doctor or other appointments.
2) To transport employees who have incurred injuries or illness related to their occupation. Taxis
should never be used when an ambulance is appropriate, nor is taxi service meant to replace an
employers' legal responsibility under workers' compensation regulations.
3) Other situations where, in the opinion of the program coordinator, alternate transportation could
have been arranged ahead of time.
4) To take ferry commuters any farther than the ferry dock.
5) To transport employees due to prescheduled overtime.
The Program Coordinator will have some power of discretion in this program. It may occasionally be
necessary for the program coordinator to judge whether a unique situation constitutes a true emergency.
Coordinators who wish assistance in judging a unique situation should call Community Transit at
(425) 521-5231, between 8:00 a.m. and 5:00 p.m., Monday — Friday.
ORCA Business Passport Agreement
BA 5472 City of Edmonds
May 1, 2021 —April 30, 2022 Page 28 of 28