HomeMy WebLinkAbout10-079 - King County Metro Transit - 2011 ORCA Card ProgramRECEIVE
10 -079
Council Approval N/A
The Snohomish County Public Transportation Benefit Area "Community Transit
The City of Everett "Everett Transit
King County Department of Transportation, Metro Transit Division "King County
The Kitsap County Public Transportation Benefit Area "Kitsap Transit
The Pierce County Public Transportation Benefit Area Corporation "Pierce Transit
The Central Puget Sound Regional Transit Authority "Sound Transit
The State of Washington acting through the Washington State Department of
Transportation, Washington State Ferries Division "WSF
IN CONSIDERATION of the mutual covenants contained herein, the sufficiency of which is hereby
acknowledged, the Parties agree as follows
3.0 DEFINITIONS
3.1 Business Account. A Business Account can be an employer, educational or human services
institution, government agency or other entity that purchases transportation products on
behalf of a constituency to which they distribute cards and products. The Business Account
purchases the ORCA Business Cards on which ORCA Products are loaded.
Passport Customer Agreement
City of Tukwila 1592
October 1, 2010 September 30, 2011
1.0 PURPOSE
1 1 This Agreement establishes the terms under which the Business Account may purchase and
distribute ORCA Business Cards and ORCA Business Passport and other ORCA Products
to its Eligible Business Cardholders for their use on transportation services provided by the
Participating Transportation Agencies designated in Attachment 1, Products, Pricing and
Terms, which is incorporated in this Agreement by this reference.
1 2 This Agreement also establishes the terms under which an individual Participating
Transportation Agency will provide the Business Account with specific optional products and
services (e.g use of ORCA Business Card on vanpool, a guaranteed ride home program)
1.3 The Business Account understands and agrees that this Agreement, and its purchase of
ORCA Business Cards and ORCA Products, do not constitute a contract for transportation
service and the ORCA Agencies have no obligation to the Business Account or any other
party to provide any particular level, frequency or routing of transportation service.
2.0 TERM OF AGREEMENT AND CONTACT PERSONS
2 1 This Agreement shall take effect upon the effective date specified in Attachment 1, Products,
Pricing and Terms, which is incorporated in this Agreement by this reference. Unless
terminated in accordance with Section 12, this Agreement shall continue in effect for one (1)
year or such other term as may be specified in said Attachment 1.
2 2 The Business Account shall designate a Primary Contact Person in Attachment 2,
Designated Representatives. 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.
Page 1 of 17
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SEP 15 2010 AGREEMENT FOR PURCHASE OF ORCA BUSINESS CARDS AND t
ORCA BUSINESS PASSPORT PRODUCTS
CITY OF TUKWILA
FINANCE DEPT j
THIS AGREEMENT (hereinafter, "Agreement is made and entered into by and arriQ
Tukwila "Business Account and King County Metro Transit "Lead Agency on behalf of any of the
following agencies that are identified in Attachment 1 as covered by this Agreement (collectively
referred to as the "Participating Agencies
AUG 0 4 20I0
3.2 Business Passport Program. A Business Passport provides an ORCA unlimited right -to -ride
product, usable on the regularly scheduled transportation service of the Participating
Transportation Agencies, to all employees within an organization. The Business Passport
program includes two options: per -trip pricing and flat -rate pricing Per -trip pricing provides a
regional pass that covers the full fare of all regularly scheduled transportation services. With
flat -rate pricing, each Participating Transportation Agency sets its own price based on the
previous year's ridership data.
3.3 Business Choice Program. Business Choice is a flexible program in which a Business
Account can purchase a variety of ORCA Products to supplement the ORCA Business
Passport Product. Additional products can be purchased for some or all employees.
3.4 Lead Agency. The ORCA Agency that entered into this Agreement on behalf of itself and
the other designated Participating Agencies and that is responsible for contract management
and support, including invoicing, contract modifications and renewals, and ORCA system
support.
3.5 ORCA. The system that enables use of a common fare card (One Regional Card for All) on
the public transportation services provided by any of the ORCA Agencies. The Participating
Agencies will require additional payment if the ORCA Product on the presented ORCA
Business Card is insufficient to cover the fare for the trip being provided.
3.6 ORCA Agencies. ORCA Agencies include the following public transportation agencies.
Those agencies participating in this Agreement are listed on Attachment 1.
a. The Snohomish County Public Transportation Benefit Area "Community Transit
b. The City of Everett "Everett Transit
c. King County Department of Transportation, Metro Transit Division "King County
d. The Kitsap County Public Transportation Benefit Area "Kitsap Transit
e. The Pierce County Public Transportation Benefit Area Corporation "Pierce Transit
f. The Central Puget Sound Regional Transit Authority "Sound Transit
g. The State of Washington acting through the Washington State Department of
Transportation, Washington State Ferries Division "WSF
3 7 ORCA Business Card (or "Business Card"). An ORCA fare card that can be used to ride
train, bus and ferry service provided by, and in accordance with the terms established by, the
ORCA Agencies. The Participating Transportation Agencies will accept ORCA Business
Cards presented to an ORCA system device, and accepted as valid, for all or a portion of a
required fare on the regular transportation services of the Participating Agencies. The
Participating Agencies will require additional payment if the ORCA Product on the presented
ORCA Business Card is insufficient to cover the fare for the trip being provided. An ORCA
Business Card may be accepted as full or partial fare payment on Participating Agencies'
vanpool services if included in this Agreement.
3.8 ORCA Business Cardholder. An individual to whom the Business Account has distributed an
ORCA Business Card. Eligible Business Cardholders are defined in Attachment 3 of this
Agreement.
3 9 ORCA Products. Any transit fare payment mechanism or electronic voucher offered for sale
within the ORCA system by any of the Transportation Agencies. Examples include, but are
not limited to, monthly or period pass, e- purse, and electronic voucher.
3 10 ORCA Services. The equipment, systems, facilities, ORCA Business Cards, ORCA
Products, ORCA Websites, data, information, and any services related to the regional fare
coordination and payment program implemented by the Agencies using smart cards as the
common media for fare payment on their public transportation services.
Passport Customer Agreement
City of Tukwila 1592
October 1, 2010 September 30, 2011
Page 2 of 17
3.11 Participating Agency(ies). The public transportation agencies participating in this Agreement
as designated above.
3.12 Parties. The Business Account and the Participating Agencies (which include the Lead
Agency) may be collectively referred to as "Parties."
4.0 ORCA BUSINESS CARDS AND ORCA PRODUCTS PAYMENT TERMS
4.1 The ORCA Business Cards and ORCA Products that are purchased by the Business
Account under this Agreement are specified in Attachment 1, Products, Pricing and Terms,
which is incorporated in this Agreement by this reference.
4 2 Any optional products or services provided by an individual Participating Agency that are
purchased by the Business Account shall be described, and the applicable terms specified,
in Attachment 1, Products, Pricing and Terms, which is incorporated in this Agreement by
this reference.
4.3 This Agreement is subject to the adopted fare structures by all Participating Agencies at the
time of its execution. The prices and payment terms applicable to this Agreement are
specified in Attachment 1, Products, Pricing and Terms, which is incorporated in this
Agreement by this reference. Such terms shall include. (a) the amounts due for any
products, services and fees, (b) the timing of payments, and (c) the acceptable method of
payment. Each order for ORCA Business Cards and /or ORCA Products submitted by the
Business Account will be subject to the provisions of this Agreement and the prices in effect
at the time of the 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.
4.4 In the event of a generally applicable fare increase by any of the Participating Agencies, the
Agencies price for Business Passport and Business Choice will be increased, and the
Business Account will be required to pay the additional amount owed for the remaining term
of the agreement for which said increase is in effect. The Lead Agency will notify the
Business Account of applicable fare increases and prices when they are adopted A
supplementary invoice will be provided by the Lead Agency prior to the expiration of this
Agreement and shall be payable by the Business Account, unless the Parties agree to add
the additional payment to payment due under a renewal agreement.
4 5 Payment in full is due as specified in Attachment 1. If for any reason payment in full is not
received by the date due, the Lead Agency, without notice and until full payment is received,
may: (a) refuse to process new orders for ORCA Business Cards, (b) block the loading of
new ORCA Products on behalf of the Business Account; and (c) block the use of all ORCA
Business Cards issued to the Business Account. The acceptable method of payment shall
be determined by the Lead Agency and noted on Attachment 1.
4.6 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 may
a. assess any late payment, NSF and collection fees to the maximum amount permitted by
law;
b. block the Business Cards issued to the Business Account, rendering them ineffective for
use by the cardholders, until such time as the Business Account pays the full amount
due, including any late payment, NSF and collection fees, in a manner acceptable to the
Lead Agency, and
c suspend or terminate access rights to the Business Account's secured area of the
website.
4 7 The Business Account will be permitted to order only those ORCA Products specified in
Attachment 1 Any additional limitations will be defined on the Business Account's secure
page of the ORCA website. The Business Account will follow directions provided on the
Passport Customer Agreement
City of Tukwila 1592
October 1, 2010 September 30, 2011
Page 3 of 17
ORCA Business Accounts website for ordering ORCA Products and requesting they be
loaded onto the Business Account's ORCA Business Cards.
4 8 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 court costs, reasonable attorney
fees and /or 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 shall be required to pay both the standard card fee and the
transportation service fee, as detailed on Attachment 1, Product, Pricing and Terms.
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 was
held in its inventory or had 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
implemented by the Business Account as provided below.
5 4 Distribution of ORCA Business Cards. The Business Account is responsible for distributing
its Business Cards for use by its eligible cardholders, as defined in Attachment 3, Eligible
Business Cardholders, which is incorporated in this Agreement by this reference. The
Business Account remains the owner of all Business Cards it distributes but recognizes that
a cardholder may also purchase and load individual ORCA products on a Business Card.
The Business Account shall require, as a condition of receiving a Business Card, that the
Cardholder sign the written Cardholder Rules of Use, an example of which is attached herein
as Attachment 4, and that must include:
a. a prohibition on the sale or transfer of the Business Card,
b. notice that the Cardholder is required to pay any difference between a required fare and
the value of the fare product loaded onto the Business Card;
c. notice that any ORCA Products purchased by the Cardholder with his /her own funds and
loaded on the Business Card, including but not limited to the e- purse, will become the
property of the Business Account and any subsequent refund to the Cardholder would be
the responsibility of the Business Account in accordance with its own refund policy.
Individuals are encouraged to purchase an individual card if they have concerns about
refund policies.
d notice that the ORCA System will record data each time the cardholder presents a
Business Card to an ORCA device to prove fare payment, to load a product on it, or to
review the amount and type of product on it. Such data will include, but not be limited to,
the date, time and route or other location related to the card being presented Such data
is owned by the ORCA Agencies but accessible to the ORCA System contractor(s) that
operate it, the Business Account, and the ORCA Agencies. The Business Account
understands and agrees that it is solely responsible for implementation and enforcement
of the Cardholder Rules of Use.
Passport Customer Agreement
City of Tukwila 1592
October 1, 2010 September 30, 2011
Page 4 of 17
5.5 Business Account Access to Personal Data. 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 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
5.6 Blocking Use of, and Replacing, ORCA Business Cards. 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 block the further use of the
subject card by using the blocking function available on the Business Account website. The
Business Account is responsible for ordering and paying for any new cards, as provided in
Section 5.1, if needed to replace any cards that have been damaged, lost or stolen An e-
purse on a blocked card will be restored on the replacement card in approximately ten (10)
days. The e -purse amount restored will be that which remained on the lost or stolen card at
the time the block took effect. The ORCA Agencies are not responsible for any use of the e-
purse prior to the card block taking effect.
5 7 Agency Blocking or Confiscation of Business Cards. The Lead Agency may block any of the
Business Account's Business Cards or ORCA Products at the request of the Business
Account or at the sole discretion of the Lead Agency if: (a) a payment is not honored due to
non sufficient funds (NSF) or if for any reason a payment is negated or reversed, or (b) it is
suspected that a card has been altered, duplicated, counterfeited, stolen or used by an
ineligible Cardholder The Lead Agency or any ORCA Agency may, but is not required, to
confiscate a Business Card and /or block any of the Business Account's Business Cards or
ORCA Products, at the request of the Business Account or at the discretion of the Lead
Agency, if it is suspected that a card has been altered, duplicated, counterfeited, stolen or
used by an ineligible Cardholder, as defined in Attachment 3. The Business Account is
responsible for ordering and paying for any new cards, as provided in Section 5.1, if needed
to replace any cards that have been damaged, lost or stolen An e -purse on a blocked card
will be restored on the replacement card in approximately ten (10) days The e -purse
amount restored will be that which remained on the lost or stolen card at the time the block
took effect. The Business Account, not the ORCA Agencies, is responsible for the cost of
any use of its Business Cards, until the card block takes effect.
5 8 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
and end of useful life Provided, however, if a Business Card malfunctions within twelve (12)
months after it was delivered to the Business Account, it shall be replaced by the Lead
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 some time 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 BUSINESS ACCOUNT ORCA CARDS
6 1 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.
a. The Cardholder may present an ORCA Business Card, loaded with a valid,
applicable Business Passport, Business Choice product, or other retail product, to an
Passport Customer Agreement Page 5 of 17
City of Tukwila 1592
October 1, 2010 September 30, 2011
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 ORCA
Agencies (Provided, however, a 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 pass product.
b. The Cardholder may individually purchase ORCA Products and load them on the
Business Card in addition to the Business Passport 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 included in the Business Passport product.
(Provided, however, a 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 the non Passport ORCA Product.
c. 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.
7.0 NO RETURNS OR REFUNDS
The Business Account understands and agrees that its purchases of ORCA Business Cards,
Business Passport Products and Business Choice Products loaded on 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 card shall be blocked and the
refund processed approximately ten (10) days later to allow any pre -block transactions to clear A
processing fee of ten dollars ($10) shall be payable by the Business Account to the Lead Agency for
each such e-purse refund that is processed, regardless of e-purse value 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 The Business Account understands and agrees that it is responsible for complying with any
security standards specified by the Lead Agency which include but are not limited to controls
on issuing, managing and rescinding access rights and passwords to the secured website
pages for the Business Account.
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 by the Lead Agency or the other ORCA Agencies, via this website or otherwise,
is and remains the sole property of the ORCA Agencies and nothing shall be construed as a
Passport Customer Agreement
City of Tukwila 1592
October 1, 2010 September 30, 2011
Page 6 of 17
transfer or grant of any copyright or other property interest in such data, reports or
information. The ORCA Agencies hereby grant to the Business Account a non exclusive
license to use any data, reports or information provided by the ORCA Agencies, via this
website or otherwise, for any lawful purpose related to the administration of the
transportation 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
The Primary Contact Person of the Business Account may submit a written request to the
Lead Agency for the card number linked to a specific transaction. The written request shall
include the following:
a. the date, time and other known details about the specific transaction for which a card
serial number is being requested, and
b 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 its Rules of Use
or other lawful business purposes. The Business Account must maintain its own records if it
wishes to identify the card serial number issued to an individual.
9 3 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 ORCA 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 ORCA 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
10.0 INDIVIDUAL USE OF BUSINESS CARD AFTER LEAVING A BUSINESS ACCOUNT
The Business Account may choose to allow employees to retain their Business Cards upon leaving
the employ of the Business Account if individuals have loaded e -purse or other ORCA Products on
the card at their own expense. If this option is selected, the Business Account is responsible for
blocking the Business Passport Product and other ORCA Products for which the Business Account
is fiscally responsible, using the product block function of the Business Account website
11.0 OTHER ORCA PROGRAM ACTIVITIES
The Business Account and its participants may be asked and required to perform other activities
associated with the ORCA program, such as but not limited to, participant surveys and evaluations.
If the Lead Agency deems such activities are needed, then it will send notice at least thirty (30) days
prior to the commencement of such activities to the Business Account's Primary Contact Person as
identified in Attachment 2.
12.0 TERMINATION
12 1 The Lead Agency may at any time terminate the Agreement if the Business Account fails to
make timely and effective payment of all amounts due, or otherwise breaches the
Agreement, or acts in manner indicating that it intends to not comply, or is unable to comply,
Passport Customer Agreement
City of Tukwila 1592
October 1, 2010 September 30, 2011
Page 7 of 17
with the Agreement. Such termination shall take effect immediately upon the Lead Agency
sending email notice to the last known email address for the last known primary contact
person of the Business Account. In the event of such a 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 form the Business Account.
12.2 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, block the Business Cards issued to the Business
Account and decline to accept and fulfill any pending or new orders form the Business
Account.
12.3 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.
13.0 NO WARRANTIES
The Business Account expressly understands and agrees as follows:
a. The Lead Agency and each of the other ORCA Agencies make no warranties or other
assurances of any nature regarding the ORCA Services, including the ORCA Business
Cards, the Business Passport and Business Choice Products, the Business Account's
access to and use of the ORCA websites, reports and other information or other things or
service provided under the Agreement. All ORCA Services are provided on an "as is,"
as available" and "with all faults" basis. Any use of ORCA Services, including but not
limited to, any material downloaded or otherwise obtained through the use of the ORCA
websites, is done at the Business Account's sole discretion and risk.
b. To the extent permitted by law, the Lead Agency and each of the other ORCA Agencies
disclaims all warranties and duties of every kind, express, implied or statutory, including
but not limited to any implied warranties of merchantability or fitness for a particular
purpose or created by trade usage, course of dealing or course of performance, any
warranties of quiet enjoyment or non infringement and any warranties of workmanlike
effort or lack of negligence. By way of example and not limitation, the Lead Agency and
each of the other ORCA Agencies disclaim any warranty and do not represent or warrant
to the Business Account that:
(1) its use of any ORCA Services provided under this Agreement will meet its
requirements;
(2) its use of the ORCA Services will be uninterrupted, timely, secure or free from error;
and
(3) any information obtained by the Business Account as a result of the use of the ORCA
Services will be accurate or reliable.
14.0 NOTICES
14.1 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.
14.2 The Business Account shall immediately notify the Lead Agency of any changes to its
contact information and any other information provided in its application An email sent by
the Lead Agency shall be sufficient notice to the Named Business Account if sent to the last
person and address provided by the Named Business Account.
Passport Customer Agreement Page 8 of 17
City of Tukwila 1592
October 1, 2010 September 30, 2011
15.0 FORCE MAJEURE
The ORCA 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.
16.0 APPLICATION OF AGENCY FARES AND OTHER POLICIES
The purchase, distribution and use of Business Cards 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 but not limited to the fares, transfer
rules, code of conduct and other operating policies and procedures established by each of the
ORCA Agencies for their transportation services.
17.0 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 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.
18.0 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 ORCA 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
19.0 LEGAL RELATIONS
19.1 No Partnership, Agency or Employment Relationship Formed. The Business Account and
the ORCA 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 ORCA Agencies and the
Business Account is solely responsible for the acts of its agents and employees and their
compensation, wages, withholdings and benefits.
19.2 Limitation on Liability.
a. The Lead Agency and each ORCA Agency shall not be liable for, and the Business
Account holds each harmless from, any loss or damage arising out of or resulting from
(1) any reliance placed by the Business Account on the completeness, accuracy or
existence of any information provided under this agreement,
(2) any changes which an ORCA Agency may make to the ORCA Services, or for any
permanent or temporary cessation in the provision of the services (or any features
within the services),
Passport Customer Agreement
City of Tukwila 1592
October 1, 2010 September 30, 2011
Page 9 of 17
(3) the deletion of, corruption of, or failure to store, any information transmitted to or
generated by the Business Account's use of the ORCA Services or the use of said
account's ORCA Business Cards;
(4) failure of the Business Account to provide the Lead Agency with accurate
information; and
(5) failure by the Business Account to keep password or account details secure and
confidential.
b. The Lead Agency and each other ORCA Agency shall not be liable for, and the Business
Account hereby holds each harmless from, any loss of use, loss of time, loss of profits,
loss of privacy, loss of data, loss of goodwill, inconvenience, commercial loss, loss of
anticipated savings, wasted management time or labor, or any special, consequential,
general, indirect, incidental, or punitive damages or that are for failure to meet any duty
(including without limitation any duty of lack of negligence or workmanlike effort), when
such damages arise out of or are related to this Agreement or the ORCA Services, even
if anyone in any of the ORCA Agencies has been advised of the possibility of such
damages and even in the event of a tort (including negligence, strict or product liability)
or violation of contract or policy.
c. If anyone in any of the ORCA Agencies breaches any duty or agreement relating to the
ORCA Services, the exclusive, aggregate remedy against the Lead Agency and each
other ORCA Agency will be, at the option of the ORCA Agencies. (a) 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, which amount will not exceed the damages (other than those
excluded above) actually incurred by the Business Account in reasonable reliance.
d The damage exclusions and limitations on liability in the Agreement shall apply even if
any remedy fails for its essential purpose.
19.3 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 Lead Agency.
19 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
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 ORCA Agencies in other forums.
19.5 Attorneys' Fees and Costs. In the event of litigation between the parties related to Sections
4, 13 and 19 of this Agreement, the prevailing party shall be entitled to reasonable attorney
fees and reasonable litigation expenses and costs.
19.6 Survival. Sections 4, 5, 9, 13 and 19 shall survive and remain effective notwithstanding any
termination of this Agreement.
19.7 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, trade marks,
service marks, logos, domain names, and other distinctive features or intellectual property of
the ORCA Agencies without written permission.
Passport Customer Agreement Page 10 of 17
City of Tukwila 1592
October 1, 2010 September 30, 2011
20.0 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, the Business
Account may not assign or delegate the duties performed under this Agreement without written
agreement by the Lead Agency.
21.0 ENTIRE AGREEMENT AND WRITTEN AMENDMENTS
This Agreement constitutes the entire agreement between the Business Account and the Lead
Agency, on behalf of all ORCA 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 the 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
22.0 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.
23.0 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 to
do so and that the signatures of such person(s) is /are legally sufficient to bind the party hereunder
24.0 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.
rL BY:
BUSINESS ACCOUNT
Steve Lancaster
Title: City Administrator
Business Account Name:
City of Tukwila
Date: A Gu.l' 3 „9.1) ji)
Passport Customer Agreement
City of Tukwila 1592
October 1, 2010 September 30, 2011
LEAD T: ORTATION AGENCY
BY:
in Campbell
Title: Supervisor of Fare Media Sales
Agency King County Metro Transit
Date. gr \u
Page 11 of 17
Attachment 1
Business Passport Flat Rate Products, Pricing and Terms
Business Account Name: City of Tukwila
Fed Tax ID 91- 6001 51 9
Agreement Type. Passport Renewal
Program Term: October 1, 2010 September 30, 2011
Business Passport Flat Rate Products and Pricing
Passport Zone and Worksite Location
King County Suburbs
City of Tukwila
6200 Southcenter Blvd
Tukwila, WA 98188 -2455
New Card(s) 1 0 1 X 1 $5 00
Total
Business Passport Flat Rate Payment Terms
Net 60 days from start of program term
By invoice do not send with contract
Additional Information
Passport Customer Agreement
City of Tukwila 1592
October 1, 2010 September 30, 2011
ORCA Business Account ID 1592
Access to regular bus services on Community Transit, Everett Transit, Kitsap Transit, Metro
Transit, Pierce Transit, and Sound Transit.
Access to regular Sound Transit Link light rail.
Access to regular Sound Transit Sounder commuter rail (including Rail Plus partnership with
Amtrak Cascades).
Access to Seattle Streetcar
Access to King County Water Taxi. (Vashon and West Seattle routes)
Access to Kitsap Transit Foot Ferry. (Port Orchard and Annapolis routes).
100% vanpool fare subsidy on Community Transit, Kitsap Transit, Metro Transit, and Pierce
Transit vanpool vans.
100% vanshare fare subsidy on Community Transit, Kitsap Transit, Metro Transit and Pierce
Transit vanshare vans.
Emergency guaranteed ride home service. (Up to eight rides per employee.)
Annual
Employees Rate per Cost
Employee
336 $108.09 $36,318.24
1
1336
Amount of Eligible Employee contribution $0
(Note: employees may contribute up to 50% of the Annual
Rate per Employee)
Business Choice Products
Choice Products purchased by the Business Account will be prepaid by check or credit card, at
prevailing retail rates.
Page 12 of 17
I$
$36,318.24
fi L i'
10 Af 3
Name
[Title
(Address
BUSINESS ACCOUNT Primary Agreement Development
Name (Diane Jaber pane Finch
Title (Employee Transportation Coordinator Employer Transportation Representative
Address (City of Tukwila King County Metro Transit
16200 Southcenter Blvd. 1400 Yesler Way, YES -TR -0650
[Tukwila, WA 98188 -2455 Seattle, WA 98104
Telephone 1206.433.1871 206- 263 -3456
Cell Phone
Fax 1206.433 1833 206 684 -2058
E -Mail ldjaber @ci tukwila.wa.us pane.Finch @kingcounty.gov
BUSINESS ACCOUNT Secondary LEAD AGENCY Technical Support
Steve Lancaster King County
City Administrator Lead Agency Representative
City of Tukwila 201 S. Jackson St. KSC -TR -0326
16200 Southcenter Blvd. Seattle, WA 98104
[Tukwila, WA 98188 -2455
Telephone 1206.433 1851
Cell Phone
Fax 1206.433.7191
E -Mail 1slancaster @ci.tukwila.wa.us business leadagent @kingcounty.gov
Billing Information
If different from Primary Address)
Name
[Title
Address
[Telephone
Passport Customer Agreement
City of Tukwila 1592
October 1, 2010 September 30, 2011
ATTACHMENT 2
DESIGNATED REPRESENTATIVES
Page 13 of 17
Definition and Number of Eligible Participants
Definition of
Eligible Participants
Number of
Eligible Participants
Passport Customer Agreement
City of Tukwila 1592
October 1, 2010 September 30, 2011
ATTACHMENT 3
ELIGIBLE BUSINESS CARDHOLDERS
All benefit eligible employees
Page 14 of 17
336
As a Business Account Cardholder, I agree to the following.
1. I will use my ORCA Business Card for my own transportation only I will not transfer my ORCA
Business Card to any other person. I understand that my ORCA Business Card and any
products will be blocked from further use if I misuse this benefit.
2. I will keep my ORCA Business Card secure and in good condition. I will immediately report a
lost, stolen, or damaged ORCA Business Card to my company Transportation Coordinator I
understand a lost ORCA Business Card will be replaced only once per year at a charge of $5.00.
A defective ORCA Business Card will be replaced free of charge.
3. I will return my ORCA Business Card upon request or when I leave my employment with this
company. If I do not return my ORCA Business Card, I understand that it may be blocked for
further use on transportation services provided me by my employer
4. I understand that the ORCA Business Card is valid for the following services provided by my
employer
A. 100% of transit fares on regularly scheduled transportation service on King County Metro
Transit, Community Transit, Everett Transit, Kitsap Transit, Pierce Transit, and Sound
Transit
B. Up to 100% subsidy for vanpool fares on participating transit agencies.
C. Up to 100% subsidy for vanshare /vanlink fares on participating transit agencies
D. I understand that the ORCA Business Card products are not valid fare payment for services
on any non participating ORCA agencies and that I am responsible for gaining that
information from my employer prior to card usage.
5. I understand that I am responsible to pay additional fares required for services not covered, or
not fully covered, by my employer provided benefits.
6. I understand that any additional ORCA Products I load onto my ORCA Business Card become
the property of my employer, and any refund of such products will be made by my employer
according to its refund policy
7. I understand the ORCA system will record data each time I use my 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 ORCA Agencies and is accessible to my employer.
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 Date
Employee's Printed Name ORCA Card Serial
Transportation Coordinator Use Only ORCA Card returned:
Employee's Signature
ATTACHMENT 4
SAMPLE ORCA BUSINESS CARDHOLDER RULES OF USE
Passport Customer Agreement
City of Tukwila 1592
October 1, 2010 September 30, 2011
Date
Page 15 of 17
ORCA Card Serial
Attachment 5 Exhibit Home Free Guarantee Program
Home Free Guarantee (hereinafter, "HFG is a King County program that guarantees payment for taxi
fares incurred by Eligible Employees who meet the eligible criteria, as set forth below, and taken in
accordance with the terms set forth below. HFG is the emergency guaranteed ride home service
mentioned in Attachment 1 of the ORCA Business Passport Agreement.
1 DEFINITIONS
1 1 Approved Commute Modes
Eligible Employees must have commuted from their principal residence, transit center, or park ride lot to
the Business Account's worksite by one of the following modes bus, train, carpool, vanpool, walk -on or
bicycle -on ferry, bicycle, or walk.
1 2 Eligible Reasons For Using HFG
The following are the only eligible reasons for using HFG.
a. Eligible Employee's or family member's unexpected illness or emergency
b. Unexpected schedule change such that the normal commute mode is not available for the return
commute to the starting place of their commute Unexpected means the employee learns of the
schedule change that day.
c. Missing the employee's normal return commute to the starting place of their commute for
reasons, other than weather or acts of nature which are beyond the employee's control, and of
which they had no prior knowledge For example, the employee's carpool driver left work or
worked late unexpectedly
1 3 Non Eligible Reasons For Using HFG
Reasons which are not eligible for HFG use include, but are not limited to, the following.
a. Pre scheduled medical or other appointments.
b. To transport individuals who have incurred injury or illness related to their occupation. An HFG
ride should NEVER be used where an ambulance is appropriate, nor should an HFG ride replace
Business Account's legal responsibility under workers' compensation laws and regulations.
c. Other situations where, in the opinion of the Business Account's Program Coordinator, alternate
transportation could have been arranged ahead of time
1.4 Eligible Destinations For An HFG Ride
a. From the Business Account's worksite to the Eligible Employee's principal place of residence
b. From the Business Account's worksite to the Eligible Employee's personal vehicle, e.g vehicle
located at a transit center or park ride lot.
From the Business Account's worksite to the Eligible Employee's usual commute ferry terminal on
the east side of Puget Sound.
1.5 Intermediate Stops
Intermediate stops are permitted only if they are of an emergency nature and are requested in advance
by the Eligible Employee and are authorized in advance of the HFG ride by the Business Account's
Program Coordinator (i.e pick up a necessary prescription at a pharmacy; pick up a sick child at school)
2 BUSINESS ACCOUNT RESPONSIBILITIES
2.1 HFG Program Payment
Business Account's payment for HFG services is accounted for in the base price of the ORCA Business
Passport Agreement, as indicated in Attachment 1.
2.2 Program Coordinator
Business Account shall designate as many Program Coordinators as necessary to administer and
perform the necessary HFG program tasks as set forth in this Attachment.
2 3 Number Of HFG Rides Per Eligible Employee
Business Account shall ensure that each Eligible Employee does not exceed eight (8) HFG rides per
twelve (12) month period
Passport Customer Agreement
City of Tukwila 1592
October 1, 2010 September 30, 2011
Page 16 of 17
Attachment 5 Exhibit Home Free Guarantee Program (continued)
3 HFG Program Tasks
3.1 Process
To access HFG rides, Eligible Employees shall contact the Program Coordinator The Program
Coordinator shall call directly an answering service provider, contracted for by King County The phone
number shall be supplied to Business Account by King County Business Account agrees to make
information about how to access HFG rides available to all Eligible Employees Program Coordinator
shall obtain the following information from the Eligible Employee, and provide the information to the
answering service provider:
a. Verify the Eligible Employee has commuted to the worksite by an eligible mode
b. Verify the Eligible Employee has an eligible reason and eligible destination for an HFG ride
c Ensure the Eligible Employee has valid identification to show the taxi driver.
d. Once an Eligible Employee takes the emergency taxi ride, obtain from the Eligible Employee a
receipt of the taxi trip
e Business Account's Program Coordinator shall forward copies of such receipts to King County at
the end of each month for record keeping and accounting purposes
f. The answering service provider will arrange taxi rides for the Eligible Employee
4 KING COUNTY RESPONSIBILITIES
4 1 Participating Taxi Business Account(s)
Business Account agrees that neither King County nor answering service provider is responsible for
providing transportation services under the HFG program Business Account further agrees that King
County makes no guarantee or warranty as to the availability, quality or reliability of taxi service, and that
King County's sole obligation under the program is to make payment of the taxi provider for trips actually
taken in accordance with the terms of this Agreement. Business Account agrees it shall make no claims
of any kind or bring any suits of any kind against King County for damages or injuries of any kind arising
out of or in any way related to the HFG program Without limiting the foregoing and by way of example
only, the Business Account agrees that King County shall not be liable for any injuries or damages
caused by negligence or intentional acts occurring before, during or after a taxi ride or for any injuries or
damages caused by failure of a taxi to provide a ride due to negligence, intentional acts or causes beyond
the taxi's control, including but not limited to incidence of fire, flood, snow, earthquake or other acts of
nature, riots, insurrection, accident, order of any court or civil authority, and strikes or other labor actions
4.2 Payment Of Authorized HFG Taxi Fares
King County shall pay the metered fare amount of a Business Account's Program Coordinator authorized
HFG ride, as defined in the DEFINITIONS section above, for a one -way distance of up to sixty (60) miles
Business Account or Eligible Employee taking the HFG ride shall pay any fare for a one -way distance in
excess of sixty (60) miles King County shall not pay any taxi driver gratuity Taxi driver gratuity will be at
the sole discretion of Business Account or the Eligible Employee taking the HFG ride
4 3 Reporting
King County shall keep a complete record of all authorized HFG ride requests and provide a copy of this
record to Business Account's designated Contact Person if requested
4 4 Program Abuse
King County reserves the right to investigate and recover costs from the Business Account of intentional
abuse of the HFG program by Eligible Employees Program abuse is defined as, but not limited to, taking
trips for inappropriate reasons, unauthorized destinations and intermediate stops, and pre scheduled
appointments not defined in the DEFINITIONS section above
Passport Customer Agreement
City of Tukwila 1592
October 1, 2010 September 30, 2011
Page 17 of 17