Agenda packet, regular meeting — West Covina City Council, June 18, 2024 (part 3 of 3)

I. CONTRACT DOCUMENTS
The Contractor shall provide all Work described in this Contract, which consists of the following documents and attached exhibits, each of which are made a part hereof by this reference in the following order of precedence:

1. Contract Amendment(s)

2. Contract, which consists of this page, the Terms and Conditions, and the following:
☐ Scope of Work Exhibit A
☐ Price Attachment Exhibit B
☐ Certificate(s) of Insurance and Policy Endorsement Exhibit C ☐ Other Exhibits and attachments (if applicable)

3. Request for Proposal (as modified by any addenda)
☐ King County Request for Proposal Exhibit D

4. Contractor's Proposal
☐ Proposal Exhibit E

5. Other Exhibits
☐ Exhibit F
II. CONTRACT TERM
This Contract shall be effective when countersigned by King County and shall expire on , unless extended or terminated earlier pursuant to the terms and conditions of this Contract.

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III. CONTRACT AMOUNT
The County shall reimburse the Contractor upon Acceptance of the Work specified in this Contract in an amount payable as set forth in Exhibit B.

COMPANY NAME KING COUNTY
Authorized Signature Authorized Signature
Name and Title (Print or Type) Name and Title (Print or Type) Date Accepted: Date Accepted:

Approved as to form only:

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TERMS AND CONDITIONS
Section 1 DEFINITIONS

1.1 Definitions
Words and terms shall be given their ordinary and usual meanings. Where used in the Contract documents, the following words and terms shall have the meanings indicated. The meanings shall be applicable to the singular, plural, masculine, feminine and neuter of the words and terms.

ACCEPTANCE OR ACCEPTED - A written determination by the County that the Contractor has completed the Work in accordance with the Contract.

CONTRACT AMENDMENT - A written change to the Contract modifying, deleting or adding to the terms and conditions or Scope of Work, signed by both parties, with or without notice to the sureties.

CONTRACTOR - The individual, association, partnership, firm, company, corporation, or combination thereof, including joint ventures, contracting with the County for the performance of Work under the Contract.

DAY - Calendar day.

KCC - The King County Code.

MEASURABLE AMOUNT OF
WORK -
A definitive allocation of an employee’s time that can be attributed to Work performed under this Contract, but that is not less than a total of one hour in any one-week period.

PERSON - Includes individuals, associations, firms, companies, corporations, partnerships, and joint ventures.

PROJECT MANAGER - The individual designated by the County to manage the project on a daily basis and who may represent the County for Contract administration.

RCW - The Revised Code of Washington.

SCOPE OF WORK (SOW) - An exhibit to the Contract consisting of a written description of the Work to be performed.

SUBCONTRACTOR - The individual, association, partnership, firm, company, corporation, or joint venture entering into an agreement with the Contractor to perform any portion of the Work covered by this Contract. The foregoing does not include Contractor’s driver partners, third-party vehicle lease/rental companies, vehicle maintenance/storage companies and any third-party technology companies contracted by Contractor.

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WORK - Everything to be provided and done for the fulfillment of the Contract and shall include services, goods and supplies specified under this Contract, including Contract
Amendments.

Administrator - The Director of Finance and Business Operations Division.

BDCC - The Business Development and Contract Compliance section in King County Finance and Business Operations
Division.

Certified SCS Firm - A business that has applied for participation in King County's Contracting Opportunities Program and has been certified as an SCS by the King County BDCC office.

Small Contractor or Supplier
or “(SCS)” -
A business and the person or persons who own and control it that are in a financial condition which puts the business at a substantial disadvantage in attempting to compete for public contracts. The relevant financial condition for eligibility under the Contracting Opportunities Program is based on a dollar ceiling for standard business classifications that is set at fifty percent (50%) of the Federal Small Business Administration (SBA) small business size standards using the North
American Industrial Classification System (NAICS), and an Owners' personal net worth less than $1,320,000 dollars.

Section 2 GENERAL PROVISIONS

2.1 Administration
The Contractor shall be responsible for performing the Work. The County is not a party to defining the division of Work between the Contractor and its Subcontractors, if any.

The Contractor represents that it has or shall obtain all personnel, materials and equipment required to perform the Work under this Contract.

2.2 Acceptance of Work
Upon completion of the Contract or a purchase order issued under the Contract, the Contractor shall give the County written "notice of completion" of Work. The County shall review the Work for Acceptance. In addition, the County may Accept Work by phase or milestone. In such case, the Contractor will give the County written “notice of completion” of Work related to a specific phase or milestone following the Contractor’s completion of all such Work in accordance with the payment schedule and delivery requirements in the Contract.

2.3 Warranty
Contractor warrants that the Work shall in all material respects conform to the requirements of this Contract. Contractor further warrants that qualified professional personnel with in-depth DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 King County Services Contract, Rev. 6/21 Page 5 of 24
knowledge shall perform the Work in a timely and professional manner, and that the Work shall conform to the standards generally observed in the industry for similar Work.

2.4 Contractor Name or Tax Structure Change
If at any time during the Contract term the Contractor experiences a change in its name or federal tax status either through acquisition, novation, assignment, re-organization or some other change that affects its Taxpayer Identification Number (TIN) or Tax Reporting Name, it shall notify King County immediately upon the information becoming publicly available. This notification shall be sent by the Contractor to the current King County buyer via email along with:

A. Any official announcements from the firm’s representative(s) regarding the changes; B. A new King County W-9, located at:
https://www.kingcounty.gov/~/media/depts/finance/procurement/forms/KCW9.ashx?la=en. Instructions for completing the document can be found at:
https://www.kingcounty.gov/~/media/depts/finance/procurement/forms/KCW9_Instructions_for_Business.ashx?la=en C. A current statement, listing of unfilled orders and electronic versions of all outstanding invoices and credit memos at the time of the change shall be provided to the buyer as soon as possible.

Any delay on the part of the Contractor to provide these items to the buyer may result in the delay of payment and orders. The County may create a new contract number to replace the existing one. All future orders and Contracts Amendments will reference the new contract number.

2.5 Payment Procedures; Prompt Payment of Subcontractors For Work Accepted by the County the Contractor shall furnish invoices to King County Mobility Services, Attn: Allison Miskell - [email protected]. All invoices shall contain the following information:

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A. Invoice date
B. Purchase order number (if provided by King County)
C. Ship to address/location
D. Remit address
E. Item number(s)
F. Description of supplies or services
G. Quantities
H. Unit prices
I. Subtotal and totals amount
J. Discount terms or amount, if applicable
K. Applicable sales tax with correct tax rate based on destination For each item invoiced, provide the complete description of the products, services, phases or milestones Accepted, hours worked and Contract hourly rates, or authorized fees.

The County will not be bound by prices contained in an invoice that are higher than those in Exhibit B, or if not used as part of this Contract, then the current price list for this Contract approved by the County. Within thirty (30) Days after receipt of an invoice, the County shall pay the Contractor for Accepted Work, upon acceptance of payment Contractor waives any payment claims for the Work covered by the invoice.

If the Contractor is registered with the State of Washington, it shall add all applicable State sales or use taxes to each invoice and upon receipt of the payment promptly remit appropriate amounts to the State of Washington, or the County will make payment directly to the State.

The Contractor agrees to pay each Subcontractor under this Contract for satisfactory performance of its Subcontract within ten (10) Days from the receipt of each payment the Contractor receives from the County.

2.6 Pricing
Prices shall remain firm for the duration of the Contract provided that Contractor may adjust rates during the option years not to exceed the greater of 5% or the last twelve months of the Consumer Price Index. The Contractor will provide written notice of such price change(s) in writing delivered to the county. The Contractor shall provide documentation satisfactory to the County in support of such change, such as changes to the Producers Price Index for the commodity, the Consumer Price Index for the Seattle-Tacoma-Bellevue area, or a manufacturer's published notification of price change(s). Any change in pricing granted by the County shall be affected through a Contract Amendment instituting the price adjustment and establishing an effective date.

Deleted: may
Deleted: request
Deleted: a
Deleted: its request
Deleted: The County reserves the right, in its sole
discretion, to grant the request as submitted, engage
the Contractor in a discussion about modifications to
the request, or deny the request in its entirety.

Deleted: .

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2.7 Shipping Charges
N/A

2.8 Contract Amendment
All changes to the Contract shall be made in writing through a Contract Amendment. No oral statement or other conduct by the County shall change or modify the Contract. The County may perform an analysis of cost, price or schedule to determine the reasonableness of the proposed change to the Contract.

2.9 Changed Requirements
New federal, state and county laws, regulations, ordinances, policies and administrative practices may be established after the date this Contract is established and may apply to this Contract. To achieve compliance with changing requirements, the Contractor agrees to accept all changed requirements that apply to this Contract and require Subcontractors to comply with revised requirements as well. Changed requirements shall be implemented through Section

2.9, Contract Amendment.

2.10 Taxes, Licenses, and Certificate Requirements
If, for any reason, the Contractor's required licenses or certificates are terminated, suspended, revoked or in any manner modified from their status at the time this Contract becomes effective, the Contractor shall notify the County immediately of such condition in writing. The Contractor and Subcontractor(s) shall maintain and be liable for payment of all applicable taxes (except sales/use taxes), fees, licenses, permits and costs as may be required by applicable federal, state or local laws and regulations as may be required to provide the Work under this Contract.

2.11 Notices
Unless otherwise specified in the Contract, all notices or documentation required or provided pursuant to this Contract shall be in writing and shall be deemed duly given when received at the addresses first set forth below via certified or registered first class mail, return receipt requested, personal delivery or electronic mail. However, if any of the following occur: "notice to cure" a default, Contractor communication in connection with an alleged default, or notice of termination, such notice or communication shall only be delivered personally, or by certified or registered first class mail, return receipt requested.

KING COUNTY CONTRACTOR
Project Manager - [Contact Name]
Allison Miskell
201 S Jackson Street
Seattle, WA 98104 [City], [State]
206-477-1245 [Telephone Number]
[email protected] [Email Address]
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[Fax Number]

2.12 Certification Regarding Debarment, Suspension and Other Responsibility Matters If this Contract is a covered transaction for purposes of federally funded grant requirements, the Contractor is required to verify that none of the Contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. The Contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting this Contract, the Contractor certifies as follows:

The certification in this clause is a material representation of fact relied upon by King County.

If it is later determined that the Contractor knowingly rendered an erroneous certification, in addition to remedies available to King County, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The Contractor agrees to comply with the requirements of 49 CFR 29, Subpart C while performing this Contract and further agrees to include a provision requiring such compliance in its lower tier covered transactions.

Section 3 LEGAL RELATIONS; INDEMNITY AND INSURANCE

3.1 Independent Status of Contractor
In the performance of this Contract, the parties shall be acting in their individual, corporate or governmental capacities and not as agents, employees, partners, joint ventures, or associates of one another. The parties intend that an independent contractor relationship shall be created by this Contract. The Contractor shall be responsible for all federal and/or state tax, industrial insurance, wages, benefits, or other compensation by or on behalf of the Contractor and its employees. The Contractor shall not make any claim of right, privilege or benefit which would accrue to an employee under chapter 41.06 RCW or Title 51 RCW.

3.2 Indemnification and Hold Harmless
To the maximum extent permitted by law and except to the extent caused by the sole negligence of the County, the Contractor shall indemnify and hold harmless the County, its officers, agents and employees, from and against any and all third-party suits, claims, actions, losses, costs, penalties and damages of whatsoever kind or nature arising out of, in connection with, Contractor’s grossly negligent performance of the Work or willful misconduct in its performance of the Work. This indemnification obligation shall include, but is not limited to, all claims against the County by an employee or former employee of the Contractor or its Subcontractors, and the Contractor, by mutual negotiation, expressly waives all immunity and limitation on liability, as respects the County only, under any industrial insurance act, including Title 51 RCW, other Worker's Compensation act, disability benefit act, or other employee benefit act of any jurisdiction which would otherwise be applicable in the case of such claim. In addition, the Contractor shall protect and assume the defense of the County and its officers, agents and employees in all legal or claim proceedings subject to such indemnity ; and shall pay all defense expenses, including reasonable attorney's fees, expert fees and costs incurred Deleted: or incident to the
Deleted: provided by or on behalf of the Contractor
Deleted: arising out of, in connection with, or
incidental to such Work
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by the County on account of such litigation or claims. In the event that the County incurs any judgment, award and/or expense or cost, including attorney fees, arising from the provisions of this Section 3.2, or to enforce the provisions of this Section 3.2, any such judgment, award, fees, expenses and costs shall be recoverable from the Contractor. Contractor’s liability under this Contract shall not exceed the value of this Contract.

The indemnification, hold harmless, protection and defense obligations contained herein shall survive the expiration, abandonment or termination of this Contract.

Nothing contained within this Section 3.2 shall affect and/or alter the application of any other section contained within this Contract.

3.3 Insurance Requirements
Upon execution of this Contract, the Contractor, at its own cost, shall have procured and will maintain for the duration of this Contract, insurance as specified in the Minimum Scope and Limits of Insurance. The Contractor shall furnish the County with certificates of insurance and endorsements required by this Contract. The County reserves the right to require complete, certified copies of all required insurance policies at any time.

Each insurance policy shall be written on an "occurrence" form; except that professional liability, errors and omissions , will be acceptable on a "claims made" form.

If coverage is approved and purchased on a "claims made" basis, the Contractor warrants continuation of coverage, either through policy renewals or the purchase of an extended discovery period, if such extended coverage is available, for not less than three years from the date of completion of the Work which is the subject of this Contract.

By requiring such minimum insurance coverage, the County shall not be deemed or construed to have assessed the risks that may be applicable to the Contractor under this Contract. The Contractor shall assess its own risks and, if it deems appropriate and/or prudent, maintain greater limits and/or broader coverage.

Nothing contained within these insurance requirements shall be deemed to limit the scope, application and/or limits of the coverage afforded, which coverage will apply to each insured to the full extent provided by the terms and conditions of the policy(s). Nothing contained within this provision shall affect and/or alter the application of any other provision contained within this Contract.

A. Minimum Scope and Limits of Insurance
The Contractor shall maintain limits no less than,

1. General Liability: $5,000,000.00 combined single limit per occurrence for bodily injury, personal injury and property damage, and for those policies with aggregate limits, a $10,000,000.00 aggregate limit. CG 00 01 current edition, including Products and Completed Operations

2. Sexual Misconduct Liability insurance: $1,000,000.00 per occurrence and aggregate

3. Cyber Liability/Technology E&O: $1,000,000.00 Per Claim or Occurrence/Aggregate
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4. Automobile Liability: $7,000,000.00 combined single limit per accident for bodily injury and property damage. CA 0001 current edition, Symbol 1.

5. Garagekeepers Insurance: Coverage shall apply on a Direct Primary basis, and include Comprehensive and Collison coverages, with a limit no less than $2,000,000.00 which may be provided by a third-party vendor of Contractor.

6. Fidelity and Crime Coverage: Fidelity, Theft, Disappearance, & Destruction Liability/Employee Dishonesty: $1,000,000.00 limit. Coverage shall include ‘Joint Loss Payable’ ISO form CR 20 15 10/10 or equivalent; and ‘Provide Required Notice of Cancellation to Another Entity’ ISO form CR 20 17 10/10Workers’ Compensation: Statutory requirements of the State of residency, and

7. Employers’ Liability or “Stop Gap” coverage: $1,000,000.00 B. Other Insurance Provisions and Requirements
The insurance coverage(s) required in this Contract are to contain, or be endorsed to contain the following provisions:

All Liability Policies except Workers Compensation and Professional Liability:

1. The County, its officers, employees and agents are to be covered as additional insureds as respects liability arising out of activities performed by or on behalf of the Contractor in connection with this Contract. Such coverage shall be primary and non-contributory insurance as respects the County, its officers, officials, employees and agents. Additional Insured Endorsement shall be included with the certificate of insurance, “CG 2010 11/85" or its equivalent is required. The County requires this Endorsement to complete the Contract.

All Policies:
a. The Contractor's insurance coverage shall apply separately to each insured against whom a claim is made and/or lawsuit is brought, except with respect to the limits of the insurer's liability.
b. Any deductibles or self-insured retentions in excess of $300,000 must be declared to, and approved by, the County. The deductible and/or self-insured retention of the policies shall not limit or apply to the Contractor's liability to the County and shall be the sole responsibility of the Contractor c. Coverage shall not be suspended, voided, canceled, reduced in coverage or in limits, until after thirty (30) Days prior written notice, has been given to the County.
d. Insurance coverage is to be placed with insurers with a Bests' rating of no less than A: VIII, or, if not rated with Bests', with minimum surpluses the equivalent of Bests' surplus size VIII.

Professional Liability, Errors and Omissions insurance coverage may be placed with insurers with a Bests' rating of B+:VII. Any exception must be approved by the County.

Deleted: 10
Deleted: forty-five
Deleted: 45
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If at any time any of the foregoing policies fail to meet minimum requirements, the Contractor shall, upon notice to that effect from the County, promptly obtain a new policy, and shall submit the same to the County, with the appropriate certificates and endorsements, for approval. Contractor shall have the right to meet the liability insurance requirements with the purchase of an umbrella insurance policy. In all instances, the combination of primary and umbrella liability coverage must equal or exceed the minimum liability insurance limits stated in this Contract.

C. Subcontractors
The Contractor shall include all Subcontractors as insureds under its policies or shall furnish separate certificates of insurance and policy endorsements for each Subcontractor. Insurance coverages provided by Subcontractors as evidence of compliance with the insurance requirements of this Contract not provided by the Contractor, shall be subject to all of the requirements stated herein.

D. Work Site Safety
The Contractor shall have the “right to control” and bear the sole responsibility for the job site conditions, and job site safety. The Contractor shall comply with all applicable federal, state and local safety regulations governing the job site, employees and Subcontractors.

The Contractor shall be responsible for the Subcontractor’s compliance with these provisions.

Section 4 CONFLICTS OF INTEREST AND NON-COMPETITIVE PRACTICES

4.1 Conflicts of Interest and Non-Competitive Practices A. Conflict of Interest - By entering into this Contract to perform Work, the Contractor represents that it has no direct or indirect pecuniary or proprietary interest, and that it shall not acquire any such interest, that conflicts in any manner or degree with the Work required to be performed under this Contract. The Contractor shall not employ any Person or agent having any conflict of interest. In the event that the Contractor or its agents, employees or officer’s hereafter acquires such a conflict of interest, it shall immediately disclose such conflict to the County. The County shall require that the Contractor take immediate action to eliminate the conflict.

B. Contingent Fees and Gratuities - By entering into this Contract to perform Work, the Contractor represents that:

1. No Persons except as designated by Contractor shall be employed or retained to solicit or secure this Contract with an agreement or understanding that a commission, percentage, brokerage, or contingent fee would be paid.

2. No gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Contractor or any of its officers, agents, employees or representatives, to any official, member or employee of the County or other governmental agency with a view toward securing this Contract or securing favorable treatment with respect to DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 King County Services Contract, Rev. 6/21 Page 12 of 24
the awarding or amending, or the making of any determination with respect to the performance of this Contract.

3. Any Person having an existing contract with the County or seeking to obtain a contract who willfully attempts to secure preferential treatment in his or her dealings with the County by offering any valuable consideration, thing or promise, in any form to any County official or employee shall have his or her current contracts with the County canceled and shall not be able to bid on any other County contracts for a period of two (2) years.

C. Disclosure of Current and Former County Employees - To avoid any actual or potential conflict of interest or unethical conduct:

1. County employees or former County employees are prohibited from assisting with the preparation of proposals or contracting with, influencing, advocating, advising or consulting with a third party, including Contractor, while employed by the County or within one (1) year after leaving County employment if he/she participated in determining the Work to be done or processes to be followed while a County employee.

2. Contractor shall identify at the time of offer current or former County employees involved in the preparation of proposals or the anticipated performance of Work if awarded the Contract. Failure to identify current or former County employees involved in this Contract may result in termination of this Contract.

3. After Contract award, the Contractor is responsible for notifying the County’s Project Manager of current or former County employees who may become involved in the Contract any time during the term of the Contract.

D. King County Consultant Disclosure - In accordance with King County Code 3.04.120, as a condition of award of a professional or technical services contract valued at $50,000 or more, the Contractor agrees that, unless otherwise specified, any information required to be disclosed below shall cover the period twenty-four months before and including the date of filing the sworn statement.

1. No County employee or any member of the County employee’s immediate family holds an office or directorship in the Contractor;

2. No County employee or any member of the County employee’s immediate family has a financial interest in the Contractor as identified below:
a. Ownership of over five percent of the stock or other form of interest in the Contractor; and
b. Receipt of any compensation, gift or thing of value from the Contractor;

3. No officer or director of the Contractor has had a position on any County board or commission, whether salaried or unsalaried, in the five years immediately preceding the present Contract.

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4. Absent authorization for alternative compliance as referenced below, failure to comply with this provision shall be considered a material breach of this Contract and may subject the Contractor to administrative sanctions and remedies for breach.

5. Any other information known to the Contractor about any interest or relationship whatsoever between any County employee, including any member of his or her immediate family, and the Contractor, other than what is designated above.

6. Alternative Compliance. If a Contractor is seeking authorization from King County for alternative compliance with the requirements of the King County Consultant Disclosure, the Contractor must complete and return a King County Consultant Disclosure Form to King County. The Consultant Disclosure Form can be found at:
https://kingcounty.gov/~/media/depts/risk-management/documents/financialdisclosure-consultant.ashx?la=en

7. All contracts between the Contractor and the County in the five years immediately preceding the presently contemplated contract, including the amount of money paid by the County to the Contractor, is maintained by Procurement & Payables.

Section 5 RECORDS AND AUDITS

5.1 Retention of Records, Audit Access and Proof of Compliance with Contract A. Retention of Records
The Contractor and its Subcontractors shall maintain books, records and documents of its performance under this Contract in accordance with generally accepted accounting principles. The Contractor shall retain for six (6) years after the date of final payment under the Contract all financial information, data and records for all Work.

B. Audit Access
The Contractor shall provide access to its facilities, including those of any Subcontractors, to the County, the state and/or federal agencies or officials at all reasonable times in order to monitor and evaluate the Work provided under this Contract. The County shall give reasonable notice to the Contractor of the date on which the audit shall begin.

5.2 Audit Exception
The Contractor agrees that it is financially responsible for and will repay the County all indicated amounts following an audit exception that occurs due to the negligence, intentional act and/or failure for any reason to comply with the terms of this Contract by the Contractor, its officers, employees, agents, and/or representatives. This duty to repay shall survive the expiration or termination of this Contract.

5.3 Federal Funding Audit
If the Contractor expended a total of $750,000.00 or more in federal awards during its fiscal year, and is a non-profit organization, and is, under this Contract, carrying out or administering a program or portion of a program, it shall have an independent audit conducted in accordance with OMB Circular A-133 , which shall comply with the requirements of GAAS (generally DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 King County Services Contract, Rev. 6/21 Page 14 of 24
accepted auditing standards), GAO’s Government Audit Standards and OMB Circular A-133, as amended and as applicable. Contractors expending federal awards from more than one source shall be responsible for determining if the combined financial awards are equal to or greater than $750,000.00. The Contractor shall provide one copy of the audit report to each County division providing federal awards to the Contractor no later than nine (9) months subsequent to the end of the Contractor’s fiscal year.

5.4 Public Records Requests
This Contract shall be considered a public document and will be available for inspection and copying by the public in accordance with the Public Records Act, chapter 42.56 RCW (the “Act”).

If the Contractor considers any portion of any record provided to the County under this Contract, whether in electronic or hard copy form, to be protected under law, the Contractor shall clearly identify each such portion with words such as “CONFIDENTIAL,” “PROPRIETARY” or “BUSINESS SECRET.” If a request is made for disclosure of such portion, the County will determine whether the material should be made available under the Act. If the County determines that the material is subject to disclosure, the County will notify the Contractor of the request and allow the Contractor ten (10) business days to obtain an injunction in accordance with RCW 42.56.540. If the Contractor fails or neglects to take such action within said period, the County will release the portions of record(s) deemed by the County to be subject to disclosure. The County shall not be liable to the Contractor for inadvertently releasing records pursuant to a disclosure request not clearly identified by the Contractor as “CONFIDENTIAL,” “PROPRIETARY” or “BUSINESS SECRET.” Section 6 INTELLECTUAL PROPERTY

6.1 Reserved.

6.2 Nondisclosure of Data
Data provided by the County either before or after Contract award shall only be used for its intended purpose provided that Contract may use Data to improve its services and products.

Contractors and Subcontractors shall not utilize nor distribute the County data in any form without the prior express written approval of the County.

6.3 Non-Disclosure Obligation
During the term of this Contract, the Partiesr may encounter personal information, licensed technology, drawings, schematics, manuals, data and other materials described as “Confidential”, “Proprietary” or “Business Secret”. The receiving party shall not disclose or publish the information and material received or used in performance of this Contract. This obligation is perpetual. The Contract imposes no obligation upon either Party with respect to confidential information which the receiving party can establish that: a) was in the possession of, or was rightfully known by the receiving partywithout an obligation to maintain its confidentiality prior to receipt from the disclosing party or a third party; b) is or becomes generally known to the public without violation of this Contract; c) is obtained by the receiving Deleted: Patents, Copyrights and Rights in Subject
Data
Deleted: Any patentable result or materials suitable
for copyright arising out of this Contract shall be
owned and retained by the County. The County in its
sole discretion shall determine whether it is in the
public's interest to release or make available any
patent or copyright.¶
The Contractor agrees that the ownership of any
plans, drawing, designs, Scope of Work, computer
programs, technical reports, operating manuals,
calculations, notes and other work submitted, or
which is specified to be delivered under this
Contract, whether or not complete (referred to in this
subsection as "Subject Data") shall be vested in the
County.¶
All such Subject Data furnished by the Contractor
pursuant to this Contract, other than documents
exclusively for internal use by the County, shall carry such notations on the front cover or a title page (or in such case of maps, in the name block), as may be
requested by the County. The Contractor shall also
place its endorsement on all Contractor-furnished
Subject Data. All such identification details shall be
subject to approval by the County prior to printing.¶
The Contractor shall ensure that the substance of
foregoing subsections is included in each
subcontract for the Work under this Contract.¶
Deleted: While performing the Work under
Deleted: Contractor
Deleted: Contractor
Deleted: the Contractor
Deleted: Contractor
Deleted: Contractor
Deleted: County
Deleted: the Contractor
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Party in good faith from a third party having the right to disclose it without an obligation of confidentiality; or, d) is independently developed by the receiving Party without the participation of individuals who have had access to the disclosing Party’s or the third party’s confidential information. If the receiving Party is required by law to disclose confidential information the receiving Party shall notify the disclosing Party of such requirement prior to disclosure. In the event that County receives a request for Contractor’s confidential information under the Freedom of Information Act (“FOIA”) or its state or local analogs, County agrees to provide Contractor with timely notice of such a request and to assist Contractor in seeking to protect its confidential information under any applicable exemption for trade secrets, to the extent possible under applicable law.

Section 7 NONDISCRIMINATION AND PAYMENT OF A LIVING WAGE

7.1 Nondiscrimination and Equal Employment Opportunity
A. Nondiscrimination in Employment
During performance of this Contract, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of the employee or applicant's sex, race, color, marital status, national origin, religious affiliation, disability, sexual orientation, gender identity or expression or age except by minimum age and retirement provisions, unless based upon a bona fide occupational qualification.

B. Equal Employment Opportunity Efforts
The Contractor will undertake and require all Subcontractors to undertake equal employment opportunity efforts to ensure that applicants and employees are treated, without regard to their sex, race, color, marital status, national origin, religious affiliation, disability, sexual orientation, gender identity or expression or age. Equal employment opportunity efforts shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeships. The Contractor agrees to post, and to require Subcontractors to post in conspicuous places available to employees and applicants for employment notices setting forth this nondiscrimination clause. In accordance with KCC 12.16.010.J, “equal employment opportunity efforts” shall mean active efforts to ensure equal opportunity in employment that is free from all forms of discrimination.

Ref: KCC 12.16.020.

C. Equal Benefits to Employees with Domestic Partners
In accordance with King County Ordinance 14823, as a condition of award of a contract valued at $25,000 or more, the Contractor agrees that it shall not discriminate in the provision of employee benefits between employees with spouses and employees with domestic partners during the performance of this Contract. Absent authorization for delayed or alternative compliance, failure to comply with this provision shall be Deleted: Contractor without
Deleted: County’s
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considered a material breach of this Contract and may subject the Contractor to administrative sanctions and remedies for breach.

When the contract is valued at $25,000 or more, by signing the Contract/Bid Submittal the Contractor is indicating compliance with this requirement or with the terms of an authorization for delayed or alternative compliance.

D. Nondiscrimination in Subcontracting Practices
During the term of this Contract, the Contractor shall not create barriers to open and fair opportunities to participate in County contracts or to obtain or compete for contracts and subcontracts as sources of supplies, equipment, construction and services. In considering offers from and doing business with subcontractors and suppliers, the Contractor shall not discriminate against any person because of their sex, race, color, marital status, national origin, religious affiliation, disability, sexual orientation, gender identity or expression or age except by minimum age and retirement provisions, unless based upon a bona fide occupational qualification.

E. Compliance with Laws and Regulations
The Contractor and all Subcontractors shall comply fully with all applicable federal, state and local laws, ordinances, executive orders and regulations that prohibit discrimination.

These laws include, but are not limited to, Chapter 49.60 RCW, Titles VI and VII of the Civil Rights Act of 1964, the American with Disabilities Act, and the Restoration Act of 1987. KCC chapters 12.16, 12.17 and 12.18 are incorporated herein by reference and the requirements in these code sections shall specifically apply to this Contract. The Contractor and all Subcontractors shall further comply fully with any equal opportunity requirements set forth in any federal regulations, statutes or rules included or referenced in the contract documents.

F. Equity and Social Justice (ESJ) Innovation Plan
Definitions
The following definitions shall apply throughout this Section.

1. “Administrator” means the Director of Finance and Business Operations Division.

2. “BDCC” means the Business Development and Contract Compliance section in King County Finance and Business Operations Division.

3. "Good Faith Efforts" means efforts to achieve a goal or other requirements of the ESJ Innovation Plan (Plan) that, by their scope, intensity, and appropriateness to the objective, can reasonably be expected to meet the Plan requirements.

1. "Minority-Owned Business Enterprise (MBE)” means a firm that has been certified by the Washington State Office of Minority and Women's Business Enterprises as an MBE.

2. "Woman-Owned Business Enterprise (WBE)” means a firm that has been certified by the Washington State Office of Minority and Women's Business Enterprises as a WBE.

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Utilization Requirements and Compliance

1. M/WBE Aspirational Goals. Contractor has committed to the M/WBE aspirational goals identified in Contractor’s Proposal (Exhibit E). The aspirational goals are expressed as a percentage of the total value of the contract, as amended, to be performed by MBE and WBE firms over the life of this agreement. a. Contractor shall include with its invoice a report on implementing its Equity and Social Justice (ESJ) Innovation Plan. The report shall include information detailing all activities completed and planned during the invoice period for each Plan element and any potential challenges.
b. During the course of performing the work under the Agreement, the Contractor shall report its use of all MBE and WBE subcontractors. See Section G Diversity Compliance Management System (DCMS) Reports below.

2. The Contractor agrees to make the following Good Faith Efforts whenever procuring subcontracts, equipment, services and supplies, and shall retain records documenting compliance:
a. Ensuring M/WBE firms are made aware of contracting opportunities to the fullest extent practicable through outreach and recruitment activities. This includes placing M/WBE firms on solicitation lists and soliciting them whenever they are potential sources.
b. Making information on forthcoming opportunities available to M/WBE firms and arrange time frames for contracts and establish delivery schedules, where the requirements permit, in a way that encourages and facilitates participation by M/WBE firms in the competitive process. This includes, whenever possible, posting solicitations for proposals for a minimum of thirty (30) calendar days before the proposal closing date.
c. Considering in the contracting process whether firms competing for large contracts could subcontract with M/WBE firms. This includes dividing total requirements when economically feasible into smaller tasks or quantities to permit maximum participation by M/WBE firms in the competitive process. d. Encourage contracting with a consortium of M/WBE firms when a contract is too large for one of these firms to handle individually.
e. Using services and assistance of the Small Business Administration and the Minority Business Development Agency of the Department of Commerce. f. If the prime Contractor awards subcontracts, requiring the subcontractors to take the six Good Faith Efforts in paragraphs 1 through 5 above.

3. Calculating M/WBE Subcontractor Participation. For purposes of calculating the utilization of MBE and WBE firms, the County will count the participation as follows:
a. Self-performance by an M/WBE prime Contractor may be counted toward the goal percentages.
b. Percentage of contract amount. The M/WBE subcontractor participation shall be calculated as a percentage of the total contract amount. c. Commercially Useful Function. M/WBE participation shall be counted only for M/WBE firms performing a commercially useful function according to custom and practice in the industry. A commercially useful function includes but is not limited DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 King County Services Contract, Rev. 6/21 Page 18 of 24
to the performance of a distinct element of work by a firm which has the skill and expertise as well as the responsibility of actually performing, managing and supervising the work using, its own work force and resources. No credit will accrue for an M/WBE acting merely as a passive conduit of funds to some other non-M/WBE firm. An M/WBE firm may further subcontract a portion of the work provided that the majority of work (at least 51% of the subcontract amount) is actually being performed by the M/WBE firm having the contract. If an M/WBE firm is performing at least 51% of the subcontract amount, 100% of the subcontract amount.
d. Brokers. M/WBE firms that act as a broker in a transaction shall not count towards the good faith M/WBE participation. A broker is a firm that does not, itself, perform or manage or supervise the work of its contract or subcontract in a manner consistent with the standard and customary business practices for Contractors or subcontractors in its line of business. An M/WBE firm will be considered a broker if it subcontracts more than 49% of its work.
e. Joint Ventures. Joint ventures shall be counted toward the percentage of M/WBE participation by crediting the M/WBE partner’s portion of the hours proposed for the joint venture. Where the M/WBE’s risk of loss, control or management responsibilities are not commensurate with the share of profit, the Administrator or designee may direct an adjustment in the percentage of participation. In the case of a joint venture that includes a M/WBE, credit will be calculated proportionately toward their respective objective.

4. Corrective Action Plan. During contract performance, if the Contractor is not meeting the M/WBE aspirational goals or making satisfactory progress towards the objectives identified in the ESJ Innovation Plan, the County may request submission of a corrective action plan. The Contractor shall submit a corrective action plan within 10 business days of a written request from the County. The corrective action plan shall contain the following elements:
a. An explanation of the circumstances contributing to the M/WBE aspirational goal shortfall.
b. A summary of the impacts to M/WBE firms on the project due to the shortfall. c. A detailed list of actions that the Contractor will take to correct the shortfall and meet the aspirational goals for M/WBE participation for the project. d. A summary of the status of activities and actions identified in the ESJ Innovation Plan, and the effectiveness of each one toward meeting the aspirational goals.

If the County determines that the corrective action plan submitted by the Contractor is unsatisfactory, the County may withhold payments, or terminate the contract for default.

5. The obligation of the Contractor is to make Good Faith Efforts to meet the M/WBE aspirational goals. The Contractor can demonstrate that it has achieved this objective by either meeting the M/WBE aspirational goals or documenting its Good Faith Efforts. If the Contractor does not meet the M/WBE aspirational goals, the County will make a determination on whether the Contractor made adequate Good Faith Efforts to meet the stated goals. The County will consider the quality, quantity, and intensity of the documented Good Faith Efforts made by the Contractor. The County will not consider mere pro forma efforts as Good Faith Efforts.

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6. The Contractor’s unexcused failure to comply with the Good Faith Efforts requirements and provisions of this Contract to meet the M/WBE aspirational goals shall be deemed a material breach of Contract and may subject the Contractor to either: (i) a suspension for a period of not more than six (6) months, or (ii) a debarment for a period not more than two (2) years from consideration for award of contracts with the County. King County may withhold progress payments or the final payment, and seek any other remedy allowed by law.
a. Before imposing any suspension or debarment, the BDCC shall first provide written notice of a potential violation to the Contractor. The Contractor shall have an opportunity to submit a written reply within ten (10) calendar days from the date the BDCC’s notice of a potential violation is mailed to the Contractor. The Administrator shall notify the Contractor in writing of his or her final determination.

G. Diversity Compliance Management System (DCMS) Reports The Contractor shall report monthly in the DCMS website located at https://kingcounty.diversitycompliance.com. Telephone 206-263-9745 for assistance.

Such information shall be submitted prior to the County processing and paying any invoice. Reporting requirements include:

1. Payment Reports for Subcontractor and Suppliers. The Contractor must submit Payment Reports for all subcontractors and suppliers electronically using the DCMS. a. Once work has commenced, the Contractor shall submit a Payment Report for subcontractor and suppliers detailing amounts paid to each subcontractor and supplier for the previous invoice not later than the 15th day of the month. b. The Contractor shall notify and instruct all subcontractor and suppliers performing Work to date, to sign into the DCMS and verify payments received for each reporting period.

2. Upon completion of all Work and as a condition precedent to final payment, the Contractor shall complete the last Payment Report and identify this document as “final” and submit this document into the DCMS. The final Payment Report must list the name of, and dollar amount paid to each subcontractor and supplier used by the Contractor. Failure to submit the final Payment Report may result in withholding of payments or the final payment.

3. Add Subcontractor and Suppliers. The Contractor shall add all firms used on the Project electronically using the DCMS.

4. The Contractor must submit other information as requested by the County to verify firms working on the Project and compliance with requirements for the use of certified firms. The County may add, delete, or change the information required by the Contractor, as necessary.

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H. Compliance with Section 504 of the Rehabilitation Act of 1973, as amended (Section 504) and the American with Disabilities Act of 1990 as amended (ADA).

Pursuant to Title II of the ADA, and Section 504, King County must not discriminate against people with disabilities in providing services, programs or activities even if those services, programs or activities are carried out by contractors. The Contractor agrees that it shall provide all programs, services, and activities to County employees or members of the public under this Contract in the same manner as King county is obligated to under Title II of the ADA, and Section 504 and shall not deny participation of the benefits of such services, programs, or activities to people with disabilities on the basis of such disability. Failure to comply with this Section 7.1.H shall be a material breach of, and grounds for the immediate termination of, this Contract.

The Contractor agrees to provide to persons with disabilities access to programs, activities and services provided under the Contract, as required by the disability access laws as defined by KCC 12.16.

The Contractor shall not discriminate against persons with disabilities in providing the Work. In any subcontracts for the programs, activities and services under their Contract, the Contractor shall include the requirement that the Subcontractor provide to persons with disabilities access to programs, activities and services provided under the Contract, as required by the disability access laws as defined by KCC 12.16; that the Subcontractor shall not discriminate against persons with disabilities in providing the Work under the Contract; and that the Subcontractor shall provide that the County is a third party beneficiary to that required provision.

I. Sanctions for Violations - Any violation of the mandatory requirements of the provisions of this Section shall be a material breach of Contract, for which the Contractor may be subject to damages, withholding payment and any other sanctions provided for by Contract and by applicable law.

7.2 Requirements of King County Living Wage Ordinance
In accordance with King County Ordinance 17909, as a condition of award for contracts for services with an initial or amended value of $100,000 or more, the Contractor agrees that it shall pay and require all Subcontractors to pay a living wage as described in the ordinance, to employees for each hour the employee performs a Measurable Amount of Work on this Contract. The requirements of the ordinance, including payment schedules, are detailed at http://www.kingcounty.gov/operations/procurement/Resources/ordinance-17909.aspx.

Violations of this requirement may result in disqualification of the Contractor from bidding on or being awarded a County contract for up to two years; contractual remedies including, but not limited to, liquidated damages and/or termination of the Contract; remedial action as set forth in public rule; and other civil remedies and sanctions allowed by law.

Section 8 CLAIMS AND APPEALS / DISPUTE RESOLUTION

8.1 Claims and Appeals
The Contractor shall address claims for additional time or compensation under the Contract in writing to the Buyer and Project Manager within ten (10) Days of the date in which the DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 King County Services Contract, Rev. 6/21 Page 21 of 24
Contractor knows or should know of the basis for the claim. Claims shall be accompanied by supporting documentation and citation to applicable provisions in the Contract documents. The County reserves the right to request additional documentation necessary to adequately review the claim. No payment claim by the Contractor shall be allowed if asserted after final payment under this Contract. The Buyer and Project Manager shall ordinarily respond to the Contractor in writing with a decision issued jointly, but absent such written response, the payment claim shall be deemed denied upon the tenth (10th) Day following receipt by the Buyer and Project Manager of the claim, or requested additional documentation, whichever is later.

In the event the Contractor disagrees with the determination of the Buyer and Project Manager, the Contractor shall, within five (5) Days of the date of such determination, appeal the determination in writing to the Procurement and Contract Services Section Manager. Such written notice of appeal shall include all information necessary to substantiate the appeal. The Procurement and Contract Services Section Manager shall review the appeal and make a determination in writing, which shall be final. Appeal to the Procurement and Contract Services Section Manager on claims for additional time or compensation shall be a condition precedent to litigation.

At all times, the Contractor shall proceed diligently with the performance of the Contract and in accordance with the direction of the Buyer or Project Manager. Failure to comply precisely with the time deadlines under this Section 8.1 as to any claim and appeal shall operate as a waiver and release of that claim and appeal and an acknowledgment of prejudice to the County provided that Contractor may proceed with litigation after meeting and exhausting the foregoing procedures.

8.2 Mediation and Arbitration
If a dispute arises out of or relates to this Contract, or the breach thereof, including any Contractor claim, that is not resolved through the required claims and appeal process set forth in Section 8.1, the parties may, upon mutual agreement, endeavor to settle the dispute in an amicable manner by mediation or other agreed form of alternative dispute resolution process prior to commencing litigation.

8.3 Applicable Law and Forum
This Contract shall be governed by and construed according to the laws of the State of Washington. Any claim or suit between the parties arising out of this Contract may only be filed and prosecuted in King County Superior Court or U.S. District for the Western District of Washington, in Seattle.

Section 9 TERMINATION

9.1 Termination for Convenience/Default/Non-Appropriation A. Termination for Default
If the Contractor does not perform the Work, or the Contractor fails to perform in the manner called for in the Contract, or if the Contractor fails to comply with any material Formatted: Superscript
Deleted: <#>Termination for Convenience¶
This Contract may be terminated by the County
without cause, in whole or in part, upon providing
the Contractor ten (10) Days' advance written
notice of the termination. If the Contract is
terminated pursuant to this Section 9.1.A, the
County will be liable only for payment in
accordance with the terms of this Contract for Work
performed and Accepted prior to the effective date
of termination.¶
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provisions of the Contract, the County may terminate this Contract, in whole or in part, for default as follows:

1. A “notice to cure” shall be served on the Contractor by certified or registered first class mail in accordance with Section 2.12. The Contractor shall have thirty (30) Days from the date of receipt to cure the default or provide the County with a detailed written plan for review and acceptance, which indicates the time and methods needed to bring the Work into compliance and cure the default.

2. If the Contractor has not cured the default or the plan to cure the default is not acceptable to the County, the County may terminate the Contract by serving a "notice of termination" in accordance with Section 2.12 setting forth the manner in which the Contractor is in default and the effective date of termination.

3. The Contractor shall only be paid for Work performed and Accepted less any damages to the County caused by or arising from such default. All termination payment requests are subject to an analysis of cost or price by the County to verify compliance with the Contract, applicable laws and regulations.

4. The termination of this Contract shall in no way relieve the Contractor from any of its obligations under this Contract nor limit the rights and remedies of the County hereunder in any manner.

B. Termination for Non-Appropriation

1. If expected or actual funding is withdrawn, reduced or limited in any way prior to [Final Acceptance and/or Completion of the Project], the County may, upon written notice to the Contractor, terminate this Contract in whole or in part for lack of appropriation. Such termination shall be in addition to the County’s rights to terminate for convenience or default. In the event of termination under this section the following shall apply:
a. Subject to subsection b., the County will be liable only for payment in accordance with the terms of this Contract for Work performed prior to the effective date of termination;
b. Payment, if any, associated with such termination shall not exceed the appropriation for the biennium in which termination occurs; and c. The Contractor shall be released from any obligation to provide further Work under the Contract affected by the termination.

2. Notwithstanding subsection 1., funding of this Contract beyond the current biennium is conditional upon the appropriation by the County Council of sufficient funds to support the Work described in this Contract. Otherwise, the Contract shall terminate on December 31 of the current biennium.

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C. Termination by Contractor.

Contractor may terminate this Contract if Contractor’s cost of performance materially increases as a result of market changes.

Section 10 MISCELLANEOUS

10.1 Other Public Agency Orders
Other federal, state, county and local entities may utilize the terms and conditions established by this Contract if agreeable to all parties. The County does not accept any responsibility or involvement in the purchase orders or contracts issued by other public agencies.

10.2 Assignment
Neither party shall assign any interest, obligation or benefit under or in this Contract or transfer any interest in the same, whether by assignment or novation, without prior written consent of the other party. If assignment is approved, this Contract shall be binding upon and inure to the benefit of the successors of the assigning party. This provision shall not prevent Contractor from pledging any proceeds from this Contract as security to a lender so long as King County Policy Fin10-1 (AP), section 6.1.3 is followed. If an assignment is approved, it shall be effective upon the posting of all required bonds, securities and the like by the assignee and the written agreement by assignee to assume and be responsible for the obligations and liabilities of the Contract, known and unknown, and applicable law.

10.3 Force Majeure
The term "force majeure" shall include, without limitation by the following enumeration: acts of nature, acts of civil or military authorities, terrorism, fire, accidents, shutdowns for purpose of emergency repairs, industrial, civil or public disturbances, causing the inability to perform the requirements of this Contract. If any party is rendered unable, wholly or in part, by a force majeure event to perform or comply with any obligation or condition of this Contract, upon giving notice and reasonably full particulars to the other party, such obligation or condition shall be suspended only for the time and to the extent commercially practicable to restore normal operations. In the event the Contractor ceases to be excused pursuant to this provision, then the County shall be entitled to exercise any remedies otherwise provided for in this Contract, including termination for default.

10.4 HIPAA – Protecting Patient Privacy
The Work under this Contract may require compliance with “The Health Insurance Portability and Accountability Act of 1996” (HIPAA). Information on this Act can be found at the U.S.

Office of Civil Rights website: http://www.hhs.gov/ocr/hipaa/.

10.5 No Third-Party Beneficiary
This Contract is for the sole and exclusive benefit of the County and the Contractor and shall not create a contractual relationship with, or cause of action in favor of, any third parties.

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10.6 Severability
Whenever possible, each provision of this Contract shall be interpreted to be effective and valid under applicable law. If any provision is found to be invalid, illegal or unenforceable, then such provision or portion thereof shall be modified to the extent necessary to render it legal, valid and enforceable and have the intent and economic effect as close as possible to the invalid, illegal and unenforceable provision.

10.7 Non-Waiver of Breach
No action or failure to act by the County shall constitute a waiver of any right or duty afforded to the County under the Contract; nor shall any such action or failure to act by the County constitute an approval of, or acquiescence in, any breach hereunder, except as may be specifically stated by the County in writing.

10.8 Background Checks
Contractor warrants and represents that each and every Contractor employee can meet the following requirements: (a) No convictions within the past ten (10) years for crimes involving computers, moral turpitude, including fraud, perjury, dishonesty; and (b) No adverse employment actions within the past ten (10) years regarding dishonesty or the use or misuse of computers.

Contractor personnel needing access to secure areas, records, or systems may be required to complete a security/background check by the County. The County may require Contractor’s employees, agents, consultants or Subcontractors to complete a brief questionnaire and complete fingerprinting as part of the investigation process. The required background check will review and evaluate driving records, criminal records, employment histories, military records, personal and employment references and related information. Contractor staff failing the background check may, at the sole discretion of the County, be restricted from working within secured areas or with County systems in any capacity. The Contractor will assign alternative staff who have passed the background check to meet the requirements of the Contract.

10.9 Mandatory Vaccination for Covid-19 Due to Public Health Emergency In accordance with Executive Order ACO-8-28-EO (Covid_Exec_Order_ACO_8_28_EO.ashx (kingcounty.gov)) (Executive Order), all county contractors working at Executive branch agencies shall be fully vaccinated if the work is required to be performed in person and on site.

This includes but is not limited to on county property or in county facilities, or work requiring interaction with the general public regardless of frequency, whether or not other workers are present, and including indoor or outdoor worksites. The Executive Order does not apply to contractors who are present onsite for only a short period of time and have a fleeting physical presence with others. The Contractor shall be responsible for the full COVID-19 vaccination verification of its onsite workers. The Attestation Form shall be signed and submitted to [email protected]. Further information on the Executive Order and responses to Frequently Asked Questions may be found at Vaccination Mandate for Contractors.

End of Terms and Conditions
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ATTACHMENT B

CERTIFICATE OF LOBBYING ACTIVITIES
CONTRACT/PROCUREMENT NO. ___________
The undersigned certifies, to the best of his or her knowledge and belief, that:

A. No federally appropriated funds have been paid or Will be paid, by or on behalf of the undersigned, to any Person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, or officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal Contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any federal Contract, grant, loan or cooperative agreement.

B. If any funds other than federally appropriated funds have been paid or Will be paid to any Person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress or an employee or a Member of Congress in connection with this federal Contract, grant, loan or cooperative agreement, the undersigned Shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," to the Contract administrator.

C. The undersigned Shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including sub-Contracts, sub-grants and Contracts under grants, loans and cooperative agreements) and that all recipients of Subcontract awards in excess of $150,000 Shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by § 1352, Title 31, U.S. Code. Any Person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $150,000 for each such failure.

Date:

Company Name:

Authorized
Signature:

Printed
Name/Title:

RFP# KC000487
Nomad Transit LLC
Alex Lavoie, Manager
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DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 Letter of Intent
To: Via
Ridewithvia.com
June 10th 2022
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DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 101 Stewart St, Suite 1200
Seattle, WA 98101
206-269-5041
[email protected]
June 17, 2022
Re: King County Metro Flexible Services Teaming Agreement Dear Yvette,
This letter confirms EnviroIssues’ intent to partner with Via—EnviroIssues as a subconsultant, Via as the prime consultant—in response to King County’s Metro Flexible Services RFP 000487. Please find attached our proposed scope of work as well as a cost estimate.

Sincerely,
Erin M. Tam
Managing Principal, EnviroIssues
Attachment 1: Proposed Scope of Work
Attachment 2: Cost Estimate
DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 Attachment 1: Proposed scope of work
Assumptions
● Hours estimates for graphic design services are based on editing pre-existing visuals or templates. From-scratch graphic design services would necessitate additional hours. ● King County Metro pays for all ad buys via marketing vendor ● King County Metro to pay for direct mail house costs of any mailings ● King County Metro to pay for larger printing costs for outreach events / materials ● King County Metro pays for interpretation / translation services Task 1 – Project management
● Tasks
○ Team coordination and management
○ Invoicing and contract management
Task 3 – Outreach, marketing and communications
● Tasks and deliverables
○ Meetings and coordination with Via and/or King County Metro (assume biweekly) ○ Collaborate and provide input on Metro’s communications plan and workback schedule
○ Strategize about promotional and discounts for start of service ○ Develop written content about new service focusing on plain language and easyto- understand materials, including:
■ Key messages and talking points
■ Stakeholder and partner agency toolkit materials
■ Press release
■ FAQ document
■ Content for King County email subscribers
■ Website content (website hosted by King County Metro) ■ PowerPoint slides
○ Draft responses to public inquiries regarding new service, in coordination with King County Metro
○ Conduct additional stakeholder research to augment King County Metro’s community-based organizations list (focus on community-based organizations providing services to transit-reliant people, affordable housing providers and major employers)
○ Media coordination support for Metro, including providing responses to inquiries ○ Review and provide input on Metro’s advertising plan for new service ○ Coordinate with marketing vendor on strategy for ads, including focus on geotargeted Google ads and in-language print, online and radio ads ○ Develop social media strategy and draft content, in coordination with King County Metro
DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 ○ Coordinate transcreation and interpretation, assuming limited coordination with transcreation vendors
○ Support launch event for media and elected officials, including developing an event plan, coordinating a location and logistics support for the event Direct expenses
- Event rental for launch event
- Printing (small quantities)
- Display boards
DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 Staff
Fully Loaded Billing Rate $245.39 $199.82 $157.75 $126.20 $175.28 $175.28 TOTAL HOURS 0.0 0.0 161.0 250.0 4.0 0.0 415
TOTAL LABOR COST $0.00 $0.00 $25,397.73 $31,549.97 $701.11 $0.00 $57,649 TOTAL DIRECT COST $1,479
TOTAL $59,128
Task 1
Total Hours 0.0 0.0 24.0 48.0 0.0 0.0 72
Total Labor $0.00 $0.00 $3,786.00 $6,057.59 $0.00 $0.00 $9,844 Task 2
Total Hours 0.0 0.0 0.0 0.0 0.0 0.0 -
Total Labor $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0
Task 3
Total Hours 0.0 0.0 137.0 202.0 4.0 0.0 343
Total Labor $0.00 $0.00 $21,611.73 $25,492.38 $701.11 $0.00 $47,805 Project Management
Naming/Branding
Outreach, marketing and communications
Senior
Associate
Associate III Associate II Associate I Graphics Development Attachment 2: Cost Estimate
DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 ĎͅʧͣʹǸڑ˓̇ʹύȿǸɆʔ
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ͣɤͅΤʧɆɤͣռڑͅʧڑ˃̇ʧ˷ɤɒڑǅʧǸڑʧ˷ڑԐԎԏԖڑʹ̇ڑ˓ɤǸɒڑƋʹͅǸʹɤʊʧɆ
ʧ˷Ǹ˷ɆɤڑΨ̇ͅˋʧ˷ʊڑɆ˓̇ͣɤ˓ζڑΨʧʹʔڑǅʧǸժͣڑIŀڑ̇˷ڑǸڑȿ̇ͅǸɒ
ͅǸ˷ʊɤڑ̇ʅڑͣʹͅǸʹɤʊʧɆջڑʅʧ˷Ǹ˷ɆʧǸ˓ջڑǸ˷ɒڑ̻̇ɤͅǸʹʧ̇˷Ǹ˓
ʧ˷ʧʹʧǸʹʧΤɤͣռڑÅ˷ڑԐԎԏԘջڑͅʧڑͣʹǸͅʹɤɒڑ˓ɤǸɒʧ˷ʊڑʹʔɤ
ģǸͅˋɤʹ̻˓ǸɆɤڑƙɤǸ˰ڑΨʔɤͅɤڑʔɤڑ̇ΤɤͣͅǸΨڑͣ΃̻̻˓ζڑǸ˷ɒ
ɤɆ̇˷̇˰ʧɆڑʧ˷ʧʹʧǸʹʧΤɤͣڑǸɆ̇ͣͣͅڑǅʧǸժͣڑ˰Ǹͅˋɤʹͣռ
ƙ̇ɒǸζջڑͅʧڑ˓ɤǸɒͣڑʹʔɤڑƙǸǸƋڑŀ̻ɤͅǸʹʧ̇˷ͣڑʹɤǸ˰ڑʹʔǸʹ
˰Ǹ˷Ǹʊɤͣڑ̇΃ͅڑƙǸǸƋڑȿ΃ͣʧ˷ɤͣͣڑǸ˷ɒڑɤ˷ͣ΃ͅɤͣڑʹʔɤ
ͣ΃ɆɆɤͣͣʅ΃˓ڑ̻̇ɤͅǸʹʧ̇˷ڑ̇ʅڑǸ˓˓ڑƙǸǸƋڑɒɤ̻˓̇ζ˰ɤ˷ʹͣ
ʊ˓̇ȿǸ˓˓ζռڑŶͅʧ̇ͅڑʹ̇ڑǅʧǸջڑͅʧڑΨǸͣڑǸڑ̻ͅʧΤǸʹɤڑɤ́΃ʧʹζڑʧ˷Τɤͣʹ̇ͅ Ǹʹڑ̇˓ɒ˰Ǹ˷ڑƋǸɆʔͣڑʧ˷ڑʹʔɤڑʹɤɆʔջڑʹɤ˓ɤɆ̇˰ջڑǸ˷ɒ
Ɇ̇˷ͣ΃˰ɤͅڑʧ˷ɒ΃ͣʹͅʧɤͣռڑͅʧڑʔ̇˓ɒͣڑǸڑAռAռռڑʅ̇ͅ˰ڑʹʔɤ
Ƌʹɤ̻ʔɤ˷ڑģռڑž̇ͣͣڑƋɆʔ̇̇˓ڑ̇ʅڑA΃ͣʧ˷ɤͣͣڑǸʹڑʹʔɤڑƥ˷ʧΤɤͣͅʧʹζ
̇ʅڑģʧɆʔʧʊǸ˷ռ
Ƌ_Ę_Iƙ_TڑǅÅڑŶžŀĉ_Iƙڑ_ǏŶ_žÅ_īI_
Ďʧ˷ʊڑİ΃˷ʹζڑģɤʹ̇ͅ
ƋɤǸʹʹ˓ɤջڑǈڑՎڑԐԎԐԎڑ՞ڑŶͅɤͣɤ˷ʹ
ͅʧڑ̇ΤɤͣͅɤɤͣڑǅʧǸڑƙ̇ڑƙͅǸ˷ͣʧʹջڑǸڑƙǸǸƋڑ̻̇ɤͅǸʹʧ̇˷
̻̇ͅΤʧɒʧ˷ʊڑʅʧͣͅʹՑ˰ʧ˓ɤڑ˓ǸͣʹՑ˰ʧ˓ɤڑ̇˷Ցɒɤ˰Ǹ˷ɒڑͣɤͅΤʧɆɤڑʧ˷
ƋɤǸʹʹ˓ɤռڑͅʧڑʔǸͣڑȿɤɤ˷ڑʧ˷Τ̇˓Τɤɒڑʧ˷ڑɒͅʧΤɤͅڑ̻̇ɤͅǸʹʧ̇˷ͣջ
ΤɤʔʧɆ˓ɤڑ̻̇ɤͅǸʹʧ̇˷ͣջڑ˰Ǹͅˋɤʹʧ˷ʊջڑɆ̇˰˰΃˷ʧʹζ
ɤ˷ʊǸʊɤ˰ɤ˷ʹռڑͅʧڑΨ̇ͅˋͣڑɆ˓̇ͣɤ˓ζڑΨʧʹʔڑƋɤǸʹʹ˓ɤժͣڑ̻̇ͅ˃ɤɆʹ
˰Ǹ˷Ǹʊɤ˰ɤ˷ʹڑʹɤǸ˰ڑʹ̇ڑɤ˷ͣ΃ͅɤڑǅʧǸժͣڑ̻̇ɤͅǸʹʧ̇˷ڑɤαɆɤɤɒͣ
Ǹ˓˓ڑ̇ȿ˃ɤɆʹʧΤɤͣڑͣɤʹڑȿζڑʹʔɤڑǸʊɤ˷Ɇζռ
¡Ǹ˰̻ʹ̇˷ڑž̇ǸɒͣڑŶǸͅǸʹͅǸ˷ͣʧʹ
¡Ǹ˰̻ʹ̇˷ڑž̇ǸɒͣջڑǅڑՎڑԐԎԏԙڑ՞ڑԐԎԐԎ
ͅʧڑ˓ɤɒڑǸ˓˓ڑɒͅʧΤɤͅڑͣ΃̻̻˓ζڑǸ̻ͣɤɆʹͣڑ̇ʅڑǅʧǸժͣڑ¡Ǹ˰̻ʹ̇˷
ž̇Ǹɒͣڑ̻ǸͅǸʹͅǸ˷ͣʧʹڑ̻̇ɤͅǸʹʧ̇˷ռڑ¡ʧͣڑͅɤ̻ͣ̇˷ͣʧȿʧ˓ʧʹʧɤͣ
ʧ˷Ɇ˓΃ɒɤɒڑ̇Τɤͣͅɤɤʧ˷ʊڑɒͅʧΤɤͅڑ̻˓Ǹ˷˷ʧ˷ʊڑ̻̇ɤͅǸʹʧ̇˷ͣջ
ͣ΃̻̻˓ζڑǸ˷ɒڑɒɤ˰Ǹ˷ɒڑ˰ǸʹɆʔʧ˷ʊڑǸ˓ʊ̇ͅʧʹʔ˰ͣջڑ̻ǸζջڑǸ˷ɒ
ǅʧǸժͣڑʹͅʧ̻ڑȿ̇ͅˋɤͅʧ˷ʊڑɆǸ̻Ǹȿʧ˓ʧʹʧɤͣڑΨʧʹʔڑ˓̇ɆǸ˓ڑʹǸαʧ
Ɇ̇˰̻Ǹ˷ʧɤͣռ
Ŷžŀ_ƋƋÅŀīĘڑ_ǏŶ_žÅ_īI_
ǅʧǸڑƙͅǸ˷̻ͣ̇ͅʹǸʹʧ̇˷ջڑÅ˷Ɇ
ǅʧɆɤڑŶͅɤͣʧɒɤ˷ʹڑ̇ʅڑƙǸǸƋڑՎڑԐԎԐԎڑ՞ڑŶͅɤͣɤ˷ʹ
TʧͅɤɆʹ̇ͅڑ̇ʅڑ˓̇ȿǸ˓ڑģǸͅˋɤʹ̻˓ǸɆɤڑՎڑԐԎԏԘڑ՞ڑԐԎԐԎ
Ƌɤ˷ʧ̇ͅڑŶͅʧ˷Ɇʧ̻Ǹ˓ջڑƋʹͅǸʹɤʊʧɆڑʧ˷Ǹ˷ɆɤڑՎڑԐԎԏԖڑ՞ڑԐԎԏԘ
ͣͣ̇ɆʧǸʹɤջڑ̇˓ɒ˰Ǹ˷ڑƋǸɆʔͣ
ԐԎԏԒڑ՞ڑԐԎԏԖ
_TƥIƙÅŀī
AAջڑƋʹɤ̻ʔɤ˷ڑģռڑž̇ͣͣڑƋɆʔ̇̇˓ڑ̇ʅڑA΃ͣʧ˷ɤͣͣջڑƥ˷ʧΤɤͣͅʧʹζ
̇ʅڑģʧɆʔʧʊǸ˷ڑՄ˷˷ڑͅȿ̇ͅջڑģÅՅջڑԐԎԏԒ
ģɤʹ̇ͅڑ˓ɤαʧȿ˓ɤڑƋɤͅΤʧɆɤͣ žŶڑՋĎIԎԎԎԓԘԗ Վ ԓԓ
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ĘǸ΃˷ɆʔڑģǸ˷Ǹʊɤͅ
Å˷ڑʔʧͣڑ̇ͅ˓ɤڑǸͣڑǸڑĘǸ΃˷ɆʔڑģǸ˷Ǹʊɤͅջڑ˓ɤαڑ˓ɤǸɒͣڑǸ˷ɒڑͣ΃̻̻̇ͅʹͣڑʹʔɤڑ˓Ǹ΃˷Ɇʔɤͣڑ̇ʅڑ˷ɤΨ ͣɤͅΤʧɆɤͣڑʧ˷ڑʹʔɤڑʹͅǸ˷ͣʧʹڑʹɤɆʔڑǸ˷ɒڑ̻̇ͣڑ̻ͣǸɆɤռ
˓ɤαڑʧͣڑǸ˷ڑ_α̻Ǹ˷ͣʧ̇˷ڑŶͅʧ˷Ɇʧ̻Ǹ˓ڑǸʹڑǅʧǸڑΨʔɤͅɤڑʔɤڑʅ̇Ɇ΃ͣɤͣ
̇˷ڑȿ̇ʹʔڑ̻̇ͅɒ΃ɆʹڑɒɤΤɤ˓̻̇˰ɤ˷ʹڑǸ˷ɒڑ̻̇ɤͅǸʹʧ̇˷ͣՑʔɤǸΤζջ
ʧ˷ʹɤʊͅǸʹɤɒڑ˰̇ȿʧ˓ʧʹζڑͣ̇ʹ΃˓ʧ̇˷ڑͣɤͅΤʧɆɤͣڑΨʧʹʔڑǸڑʅ̇Ɇ΃ͣڑ̇˷
ƥƋڑɒɤ̻˓̇ζ˰ɤ˷ʹͣռڑ¡ʧͣڑΨ̇ͅˋڑΨʧʹʔڑǅʧǸڑʧ˷Ɇ˓΃ɒɤͣڑʹʔɤ
ɒɤΤɤ˓̻̇˰ɤ˷ʹڑ̇ʅڑ̻̇ͅɒ΃Ɇʹڑʹ̇̇˓ͣڑʹʔǸʹڑʅ̇Ɇ΃ͣڑ̇˷ڑɤ˷Ǹȿ˓ʧ˷ʊ
̻̇ɤͅǸʹ̇ͣͅڑʹ̇ڑ˰Ǹ˷Ǹʊɤڑʹ˓΃˰ʧ̻˓ɤڑɆ̇˰̻˓ɤαڑͣɤͅΤʧɆɤͣڑΨʧʹʔʧ˷
̇˷ɤڑɤǸͣζڑʹ̇ڑ΃ͣɤڑ̻˓Ǹʹʅ̇ͅ˰ռ
Aɤʅ̇ͅɤڑ˃̇ʧ˷ʧ˷ʊڑǅʧǸջڑ˓ɤαڑΨ̇ͅˋɤɒڑʧ˷ڑžɤΤɤ˷΃ɤ
ģǸ˷Ǹʊɤ˰ɤ˷ʹڑʅ̇ͅڑ˷ʔɤ΃ͣɤͅՑA΃ͣɆʔڑÅ˷AɤΤջڑΨʧʹʔڑǸ
̻ǸͅʹʧɆ΃˓Ǹͅڑʅ̇Ɇ΃ͣڑ̇˷ڑ̻ͅʧɆʧ˷ʊڑǸ˷ɒڑɒǸʹǸڑǸ˷Ǹ˓ζʹʧɆͣռڑ¡ʧͣ
ǸɆǸɒɤ˰ʧɆڑΨ̇ͅˋڑʅ̇Ɇ΃ͣɤɒڑ̇˷ڑ́΃ɤ΃ʧ˷ʊڑʹʔɤ̇ͅζڑǸ˷ɒ
ͅɤͣ̇΃ͅɆɤڑ̻̇ʹʧ˰ʧύǸʹʧ̇˷ռ
Ƌ_Ę_Iƙ_TڑǅÅڑŶžŀĉ_Iƙڑ_ǏŶ_žÅ_īI_
̇˓ɒɤ˷ڑ˰_̻ʧͅɤڑƙͅǸ˷ͣʧʹ
AǸˋɤͣͅʅʧɤ˓ɒջڑIڑՎڑԐԎԐԎ
˓ɤαڑ˓ɤɒڑʹʔɤڑ˓Ǹ΃˷ɆʔڑǸ˷ɒڑ̻̇ͅɒ΃ɆʹڑɒɤΤɤ˓̻̇˰ɤ˷ʹڑ̇ʅڑ_ƙ
ŀ˷ڑTɤ˰Ǹ˷ɒջڑǸ˷ڑʧ˷ʹɤʊͅǸʹɤɒڑ˰̇ȿʧ˓ʧʹζڑͣ̇ʹ΃˓ʧ̇˷ڑʅ̇ͅ
̇˓ɒɤ˷ڑ˰_̻ʧͅɤڑƙͅǸ˷ͣʧʹռڑÅ˷ڑʹʔʧͣڑ˓Ǹ΃˷Ɇʔڑ˓ɤαڑΨǸͣ
ͅɤ̻ͣ̇˷ͣʧȿ˓ɤڑʅ̇ͅڑ˓Ǹ΃˷Ɇʔʧ˷ʊڑԒڑ˷΃ʧ́΃ɤڑͣɤͅΤʧɆɤͣڑՆī̇˷
_˰ɤͅʊɤ˷ɆζڑģɤɒʧɆǸ˓ڑƙͅǸ˷ͣʧʹջڑŶǸͅǸʹͅǸ˷ͣʧʹջڑ԰
ģʧɆ̇ͅʹͅǸ˷ͣʧʹԿڑǸ˓˓ڑΨʧʹʔʧ˷ڑ̇˷ɤڑͣɤʹڑ̇ʅڑ̻̇ɤͅǸʹ̇ͅڑʹ̇̇˓ͣռ
Aʧͅ˰ʧ˷ʊʔǸ˰ڑŀ˷ՑTɤ˰Ǹ˷ɒ
Aʧͅ˰ʧ˷ʊʔǸ˰ջڑĘڑՎڑԐԎԏԙ
˓ɤαڑ˓ɤɒڑʹʔɤڑ˓Ǹ΃˷Ɇʔڑ̇ʅڑAʧͅ˰ʧ˷ʊʔǸ˰ڑŀ˷ՑTɤ˰Ǹ˷ɒջڑǸ
ͅʧɒɤͣʔǸͅʧ˷ʊڑͣɤͅΤʧɆɤڑͣɤɤˋʧ˷ʊڑʹ̇ڑ̻̇ͅΤʧɒɤڑǸʅʅ̇ͅɒǸȿ˓ɤڑǸ˷ɒ
ʧ˰̻̇ͅΤɤɒڑ˰̇ȿʧ˓ʧʹζڑ̻̇ʹʧ̇˷ͣջڑ̻ǸͅʹʧɆ΃˓Ǹͅ˓ζڑʧ˷ڑ˓̇ΨՑʧ˷Ɇ̇˰ɤ
ǸͅɤǸͣڑ̇ʅڑʹʔɤڑɆʧʹζռ
Ȧʹžʧɒɤ
ÅͅΤʧ˷ɤջڑIڑՎڑԐԎԏԙ
˓ɤαڑʔɤ˓̻ɤɒڑ˓ɤǸɒڑʹʔɤڑ˓Ǹ΃˷Ɇʔڑ̇ʅڑȦʹžʧɒɤջڑǸ˷
̇˷Ցɒɤ˰Ǹ˷ɒڑͅʧɒɤͣʔǸͅʧ˷ʊڑͣɤͅΤʧɆɤڑʹʔǸʹڑ΃ͣɤͣ
Ǹ΃ʹ̇˷̇˰̇΃ͣڑΤɤʔʧɆ˓ɤͣռڑƙʔʧͣڑɆ̻̇̇ɤͅǸʹʧ̇˷ڑȿɤʹΨɤɤ˷ڑǅʧǸջ
¡ζ΃˷ɒǸʧڑģ̇ʹ̇ͣͅڑǸ˷ɒڑŶ̇˷ζռǸʧڑͣɤɤˋͣڑʹ̇ڑȿɤʹʹɤͅ
΃˷ɒɤͣͅʹǸ˷ɒڑʹʔɤڑʅ΃ʹ΃ͅɤڑ̇ʅڑ˰̇ȿʧ˓ʧʹζռڑ˓ɤαڑΨǸͣ
ͅɤ̻ͣ̇˷ͣʧȿ˓ɤڑʅ̇ͅڑ΃˷Ǹ˷Ɇɤɒڑ̻̇ͅɒ΃ɆʹڑɒɤΤɤ˓̻̇˰ɤ˷ʹڑǸ˷ɒ
ʧ˷ʹɤʊͅǸʹʧ̇˷ڑ˷ɤɤɒɤɒڑʹ̇ڑͣ΃ɆɆɤͣͣʅ΃˓˓ζڑͅ˷΃ڑʹʔʧͣ
Ǹ΃ʹ̇˷̇˰̇΃ͣջڑ̇˷Ցɒɤ˰Ǹ˷ɒڑͣɤͅΤʧɆɤռ
Ŷžŀ_ƋƋÅŀīĘڑ_ǏŶ_žÅ_īI_
ǅʧǸڑƙͅǸ˷̻ͣ̇ͅʹǸʹʧ̇˷ջڑÅ˷Ɇռ
_α̻Ǹ˷ͣʧ̇˷ڑŶͅʧ˷Ɇʧ̻Ǹ˓ڑԐԎԐԏ՞ڑŶͅɤͣɤ˷ʹ
_α̻Ǹ˷ͣʧ̇˷ڑͣͣ̇ɆʧǸʹɤڑŶͅʧ˷Ɇʧ̻Ǹ˓ڑԐԎԏԙڑ՞ڑԐԎԐԏ
žɤΤɤ˷΃ɤڑģǸ˷Ǹʊɤ˰ɤ˷ʹջڑ˷ʔɤ΃ͣɤͅՑA΃ͣɆʔڑÅ˷AɤΤ
ԐԎԏԓڑ՞ڑԐԎԏԙ
_TƥIƙÅŀī
AռƋռջڑƋζͣʹɤ˰ͣڑ˷_ʊʧ˷ɤɤͅʧ˷ʊڑǸ˷ɒڑʧ˷Ǹ˷ɆɤջڑǈǸͣʔʧ˷ʊʹ̇˷
ƥ˷ʧΤɤͣͅʧʹζڑʧ˷ڑƋʹռڑĘ̇΃ʧͣڑՄƋʹռڑĘ̇΃ʧͣջڑģŀՅջڑԐԎԏԖ
ģɤʹ̇ͅڑ˓ɤαʧȿ˓ɤڑƋɤͅΤʧɆɤͣ žŶڑՋĎIԎԎԎԓԘԗ Վ ԓԔ
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ŶǸͅʹ˷ɤͅڑƋ΃ɆɆɤͣͣڑģǸ˷Ǹʊɤͅ
ĉɤ˷˷ʧʅɤͅڑ˰Ǹ˷ǸʊɤͣڑǸڑ̻̇ͅʹʅ̇˓ʧ̇ڑ̇ʅڑǅʧǸڑ̻Ǹͅʹ˷ɤͣͅʔʧ̻ͣջڑǸɆʹʧ˷ʊڑǸͣڑǸڑɆ̇˷ͣ΃˓ʹǸ˷ʹڑʹ̇ڑǸ˷ɒ ǸɒΤ̇ɆǸʹɤڑʅ̇ͅڑɤǸɆʔڑ̻Ǹͅʹ˷ɤͅռ
ĉɤ˷˷ʧʅɤͅڑ˓ɤǸɒͣڑɒɤ̻˓̇ζ˰ɤ˷ʹͣڑʧ˷ڑǅʧǸժͣڑǈɤͣʹɤͅ˷ڑƥƋ
ͅɤʊʧ̇˷ջڑʧ˷Ɇ˓΃ɒʧ˷ʊڑɆ̇˰̻˓ɤαڑʧ˷ʹɤʊͅǸʹɤɒڑʹ˓΃˰ʧՑͣɤͅΤʧɆɤջ
̻ǸͅǸʹͅǸ˷ͣʧʹջڑǸ˷ɒڑʅʧͣͅʹՑ˰ʧ˓ɤՍ˓Ǹͣʹڑ˰ʧ˓ɤڑɒɤ̻˓̇ζ˰ɤ˷ʹͣռڑÅ˷
ʔɤͅڑ̇ͅ˓ɤջڑĉɤ˷˷ʧʅɤͅڑʔɤ˓̻ͣڑ̻Ǹͅʹ˷ɤͣͅڑ˷΃ɒɤͣͅʹǸ˷ɒڑͣζͣʹɤ˰
ɒǸʹǸڑʹͅɤ˷ɒͣڑǸ˷ɒڑǸɒɒͅɤͣͣڑˋɤζڑ̻̇ɤͅǸʹʧ̇˷Ǹ˓ڑǸ˷ɒڑʊ̇ͅΨʹʔ
ɆʔǸ˓˓ɤ˷ʊɤͣջڑʅ̇ͅ˰ڑ˰Ǹͅˋɤʹ̻˓ǸɆɤڑɒζ˷Ǹ˰ʧɆͣڑʹ̇ڑʹʔɤ
ʹɤɆʔ˷ʧɆǸ˓ڑʅɤǸʹ΃ͅɤͣڑ̇ʅڑʹʔɤڑǅʧǸڑ̻˓Ǹʹʅ̇ͅ˰ռڑ̇ͅڑʹʔʧͣڑͣɤͅΤʧɆɤջ ĉɤ˷˷ʧʅɤͅڑΨʧ˓˓ڑʔɤ˓̻ڑʹ̇ڑɤ˷ͣ΃ͅɤڑʹʔǸʹڑ̻̇ɤͅǸʹʧ̇˷ͣڑǸ˷ɒ
̻̇ͅɒ΃Ɇʹڑ̻ɤͅʅ̇ͅ˰Ǹ˷ɆɤڑǸͅɤڑ̇˷ڑʹͅǸɆˋڑɤΤɤͅζڑͣʹɤ̻ڑ̇ʅڑʹʔɤ
ΨǸζռ
Ŷͅʧ̇ͅڑʹ̇ڑǅʧǸջڑĉɤ˷˷ʧʅɤͅڑͣɤͅΤɤɒڑǸͣڑɆ̇˰̻˓ʧǸ˷Ɇɤ
̻̇ɤͅǸʹʧ̇˷ͣڑ˰Ǹ˷Ǹʊɤͅڑʅ̇ͅڑĉƥģŶڑȿζڑƥȿɤͅջڑǸ
˰ʧɆ̇ͅ˰̇ȿʧ˓ʧʹζڑɆ̇˰̻Ǹ˷ζռڑAɤʅ̇ͅɤڑĉƥģŶջڑĉɤ˷˷ʧʅɤͅ
Ψ̇ͅˋɤɒڑ̇˷ڑɆ̇˰̻˓ʧǸ˷Ɇɤڑ̻̇ɤͅǸʹʧ̇˷ͣڑʅ̇ͅڑƥȿɤͅڑAͅǸύʧ˓ժͣ
ͅʧɒɤͣʔǸͅɤڑ̻̇ͅɒ΃ɆʹջڑΨ̇ͅˋʧ˷ʊڑɆ˓̇ͣɤ˓ζڑȿɤʹΨɤɤ˷ڑ̻̇ͅɒ΃Ɇʹջ
̻̇ɤͅǸʹʧ̇˷ͣջڑǸ˷ɒڑ̻΃ȿ˓ʧɆڑ̻Ǹͅʹ˷ɤͣͅڑʹ̇ڑɤ˷ͣ΃ͅɤڑʹʔǸʹڑƥȿɤͅժͣ
̻̇ɤͅǸʹʧ̇˷ͣڑΨɤͅɤڑɆ̇˰̻˓ʧǸ˷ʹڑΨʧʹʔڑ˓̇ɆǸ˓ڑͅɤʊ΃˓Ǹʹʧ̇˷ͣռڑƋʔɤ
̻ͣɤ˷ʹڑͣʧαڑζɤǸͣͅڑΨ̇ͅˋʧ˷ʊڑʧ˷ڑʹͅǸ˷̻ͣ̇ͅʹǸʹʧ̇˷ڑɆ̇˷ͣ΃˓ʹʧ˷ʊ
Ǹ˷ɒڑͅɤͣɤǸͅɆʔջڑΨ̇ͅˋʧ˷ʊڑΨʧʹʔڑ̻΃ȿ˓ʧɆڑʹͅǸ˷̻ͣ̇ͅʹǸʹʧ̇˷
Ǹʊɤ˷Ɇʧɤͣڑʹ̇ڑͣ̇˓ΤɤڑʹͅǸ˷ͣʧʹՑͅɤ˓ǸʹɤɒڑɆʔǸ˓˓ɤ˷ʊɤͣռ
Ƌ_Ę_Iƙ_TڑǅÅڑŶžŀĉ_Iƙڑ_ǏŶ_žÅ_īI_
Ďʧ˷ʊڑİ΃˷ʹζڑģɤʹ̇ͅ
ƋɤǸʹʹ˓ɤջڑǈڑՎڑԐԎԏԙڑ՞ڑŶͅɤͣɤ˷ʹ
ĉɤ˷ڑΨ̇ͅˋͣڑɆ˓̇ͣɤ˓ζڑΨʧʹʔڑ̇΃ͅڑƙǸǸͣڑ̻̇ɤͅǸʹʧ̇˷ͣڑʹɤǸ˰ڑʹ̇
˰Ǹ˷ǸʊɤڑʹʔʧͣڑʅʧͣͅʹՑ˰ʧ˓ɤՍ˓ǸͣʹՑ˰ʧ˓ɤڑ˰ʧɆ̇ͅʹͅǸ˷ͣʧʹ
ɒɤ̻˓̇ζ˰ɤ˷ʹռڑƋʔɤڑʔǸͣڑΨ̇ͅˋɤɒڑɆ˓̇ͣɤ˓ζڑΨʧʹʔڑʹʔɤڑ̻Ǹͅʹ˷ɤͅ
ʹ̇ڑɤ˷ʔǸ˷ɆɤڑͣɤͅΤʧɆɤڑɒ΃ͅʧ˷ʊڑIŀǅÅTջڑʧ˷Ɇ˓΃ɒʧ˷ʊڑʧ˰̻̇ͅΤʧ˷ʊ
ǸɆɆɤͣͣʧȿʧ˓ʧʹζڑ̇ʅʅɤͅʧ˷ʊͣջڑʅ˓ɤαʧ˷ʊڑʹʔɤڑͣɤͅΤʧɆɤڑʹ̇ڑ̻̇ͅΤʧɒɤ ̻΃ȿ˓ʧɆڑʔɤǸ˓ʹʔڑʹͅǸ˷̻ͣ̇ͅʹǸʹʧ̇˷ջڑǸ˷ɒڑ˓Ǹ΃˷Ɇʔʧ˷ʊڑǸ
˰΃˓ʹʧ˰̇ɒǸ˓ڑ̻̇ͅɒ΃Ɇʹռ
_ƙڑŀ˷ՑTɤ˰Ǹ˷ɒڑÅ˷ʹɤʊͅǸʹɤɒڑģ̇ȿʧ˓ʧʹζڑƋɤͅΤʧɆɤͣ
AǸˋɤͣͅʅʧɤ˓ɒջڑIڑՎڑŀɆʹ̇ȿɤͅڑԐԎԐԎڑ՞ڑŶͅɤͣɤ˷ʹ
ĉɤ˷ڑΨ̇ͅˋɤɒڑɆ˓̇ͣɤ˓ζڑΨʧʹʔڑǅʧǸժͣڑ˓Ǹ΃˷ɆʔڑʹɤǸ˰ڑʹ̇ڑɒɤ̻˓̇ζ
ʹʔʧͣڑԒԎՑΤɤʔʧɆ˓ɤڑɆ̇˰ȿʧ˷ɤɒڑī_ģƙջڑTՑ̻ǸͅǸʹͅǸ˷ͣʧʹջڑǸ˷ɒ
˰ʧɆ̇ͅʹͅǸ˷ͣʧʹڑƋǸǸͣڑɒɤ̻˓̇ζ˰ɤ˷ʹռڑͣڑʹʔɤڑͅɤ˓Ǹʹʧ̇˷ͣʔʧ̻
˰Ǹ˷Ǹʊɤͅջڑͣʔɤڑʔɤ˓̻ͣڑʊ΃ʧɒɤڑʹʔɤڑ̻Ǹͅʹ˷ɤͅڑʹʔ̇ͅ΃ʊʔڑ̻̇ͅɒ΃Ɇʹ
ɤ˷ʔǸ˷Ɇɤ˰ɤ˷ʹͣջڑʧ˷Ɇ˓΃ɒʧ˷ʊڑʹʔɤڑɆ̇˰˰ʧ˷ʊ˓ɤɒڑͣɤͅΤʧɆɤ
̻̇ͅɒ΃ɆʹڑǸ˷ɒڑʹ˓΃˰ʧՑͣɤͅΤʧɆɤڑͅʧɒɤͅڑǸ̻̻ջڑǸͣڑΨɤ˓˓ڑǸͣ
Ǹ˷Ǹ˓ζύʧ˷ʊڑǸ˷ɒڑ̻̇ʹʧ˰ʧύʧ˷ʊڑ̻̇ɤͅǸʹʧ̇˷Ǹ˓ڑ̻ɤͅʅ̇ͅ˰Ǹ˷Ɇɤռ
Ŷžŀ_ƋƋÅŀīĘڑ_ǏŶ_žÅ_īI_
ŶǸͅʹ˷ɤͅڑƋ΃ɆɆɤͣͣڑŶͅʧ˷Ɇʧ̻Ǹ˓ջڑǅʧǸڑƙͅǸ˷̻ͣ̇ͅʹǸʹʧ̇˷ջڑÅ˷Ɇռ
ԐԎԐԎڑ՞ڑŶͅɤͣɤ˷ʹ
ģǸ˷ǸʊɤͅջڑƋǸ˷ڑͅǸ˷ɆʧͣɆ̇ջڑĉƥģŶڑȿζڑƥȿɤͅ
ԐԎԏԘڑ՞ڑԐԎԐԎ
Ƌɤ˷ʧ̇ͅڑŀ̻ɤͅǸʹʧ̇˷ͣڑģǸ˷ǸʊɤͅջڑƥȿɤͅڑAͅǸύʧ˓
ԐԎԏԗڑ՞ڑԐԎԏԘ
İ˷ͣ΃˓ʹǸ˷ʹջڑÅ˷ʅͅǸͣʹͅ΃Ɇʹ΃ͅɤڑƋʹͅǸʹɤʊζջڑŶǸͣ̇ͅ˷ͣ
Aͅʧ˷Ɇˋɤͅʔ̇ʅʅ
ԐԎԏԐڑ՞ڑԐԎԏԔ
Ƌɤ˷ʧ̇ͅڑžɤͣɤǸͅɆʔڑͣͣʧͣʹǸ˷ʹջڑƙʔɤڑȦ̇ͅˋʧ˷ʊͣڑÅ˷ͣʹʧʹ΃ʹʧ̇˷
ԐԎԏԏ՞ԐԎԏԐ
_TƥIƙÅŀī
ģռռڑÅ˷ʹɤͅ˷Ǹʹʧ̇˷Ǹ˓ڑA΃ͣʧ˷ɤͣͣڑǸ˷ɒڑTɤΤɤ˓̻̇˰ɤ˷ʹ
_Ɇ̇˷̇˰ʧɆͣջڑƙ΃ʅʹͣڑƥ˷ʧΤɤͣͅʧʹζջڑԐԎԏԎ
Aռռջڑɤ̇ʊͅǸ̻ʔζջڑTǸͅʹ˰̇΃ʹʔڑİ˓˓ɤʊɤջڑԐԎԎԖ
ģɤʹ̇ͅڑ˓ɤαʧȿ˓ɤڑƋɤͅΤʧɆɤͣ žŶڑՋĎIԎԎԎԓԘԗ Վ ԓԖ
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ŶǸͅʹ˷ɤͅڑƋ΃ɆɆɤͣͣڑģǸ˷Ǹʊɤͅ
Ƌ̻̇ʔʧǸڑ˰Ǹ˷ǸʊɤͣڑǸڑ̻̇ͅʹʅ̇˓ʧ̇ڑ̇ʅڑ̻Ǹͅʹ˷ɤͣͅʔʧ̻ͣڑʧ˷ڑʹʔɤڑǈɤͣʹɤͅ˷ڑƥƋջڑǸɆʹʧ˷ʊڑǸͣڑǸ Ɇ̇˷ͣ΃˓ʹǸ˷ʹڑǸ˷ɒڑǸɒΤ̇ɆǸʹɤڑʅ̇ͅڑɤǸɆʔڑ̻Ǹͅʹ˷ɤͅռڑƋ̻̇ʔʧǸڑΨʧ˓˓ڑ˰̇˷ʧʹ̇ͅڑʹʔɤڑͣɤͅΤʧɆɤڑǸ˷ɒ ̇ʅʅɤͅڑͅɤɆ̇˰˰ɤ˷ɒǸʹʧ̇˷ͣڑʅ̇ͅڑͣɤͅΤʧɆɤڑ̻̇ʹʧ˰ʧύǸʹʧ̇˷ڑǸ˷ɒڑʊ̇ͅΨʹʔڑ̇Τɤͅڑʹʧ˰ɤռ ͣڑŶǸͅʹ˷ɤͅڑƋ΃ɆɆɤͣͣڑģǸ˷ǸʊɤͅջڑƋ̻̇ʔʧǸڑΨʧ˓˓ڑΨ̇ͅˋڑɆ˓̇ͣɤ˓ζ
Ψʧʹʔڑʹʔɤڑ̻Ǹͅʹ˷ɤͅڑʹ̇ڑɤ˷ͣ΃ͅɤڑɒɤ̻˓̇ζ˰ɤ˷ʹڑͣ΃ɆɆɤͣͣռ
Ƌ̻̇ʔʧǸڑ˰Ǹ˷ǸʊɤͣڑǸڑ˰΃˷ȿɤͅڑ̇ʅڑǅʧǸժͣڑ̻Ǹͅʹ˷ɤͣͅʔʧ̻ͣڑʧ˷ڑʹʔɤ
ǈɤͣʹɤͅ˷ڑƥƋռڑƋʔɤڑʔɤ˓̻ͣڑ̻Ǹͅʹ˷ɤͣͅڑ˷΃ɒɤͣͅʹǸ˷ɒڑͣζͣʹɤ˰
ɒǸʹǸڑʹͅɤ˷ɒͣڑǸ˷ɒڑǸɒɒͅɤͣͣڑˋɤζڑ̻̇ɤͅǸʹʧ̇˷Ǹ˓ڑǸ˷ɒڑʊ̇ͅΨʹʔ
ɆʔǸ˓˓ɤ˷ʊɤͣռڑŶͅʧ̇ͅڑʹ̇ڑ˃̇ʧ˷ʧ˷ʊڑʹʔɤڑŶǸͅʹ˷ɤͅڑƋ΃ɆɆɤͣͣڑʹɤǸ˰ջ
ͣʔɤڑΨ̇ͅˋɤɒڑʅ̇ͅڑ̇ΤɤͅڑʹΨ̇ڑζɤǸͣͅڑ̇˷ڑǅʧǸժͣڑƋʹͅǸʹɤʊζڑǸ˷ɒ
A΃ͣʧ˷ɤͣͣڑTɤΤɤ˓̻̇˰ɤ˷ʹڑʹɤǸ˰ջڑΨʔɤͅɤڑͣʔɤڑɒɤΤɤ˓̻̇ɤɒ
Ɇ̇˰̻ɤʹʧʹʧΤɤڑ̻̻̇̇ͣͅǸ˓ͣڑʹ̇ڑȿ΃ʧ˓ɒڑ˷ɤΨڑ̻Ǹͅʹ˷ɤͣͅʔʧ̻ͣڑΨʧʹʔ
ɆʧʹʧɤͣڑǸ˷ɒڑʹͅǸ˷ͣʧʹڑǸʊɤ˷Ɇʧɤͣռ
Aɤʅ̇ͅɤڑ˃̇ʧ˷ʧ˷ʊڑǅʧǸջڑƋ̻̇ʔʧǸڑΨ̇ͅˋɤɒڑʅ̇ͅڑʹʔɤڑǸͅʹ˷ɤͅ
žɤͣɤǸͅɆʔڑȦǸͅɒջڑǸڑʹʔʧ˷ˋڑʹǸ˷ˋڑǸ˷ɒڑɆ̇˷ͣ΃˓ʹǸ˷ɆζڑʹʔǸʹ
ǸɒΤʧͣɤͣڑɆ˓ʧɤ˷ʹͣڑ̇˷ڑɒʧʊʧʹǸ˓ڑʧ˷˷̇ΤǸʹʧ̇˷ڑͣʹͅǸʹɤʊʧɤͣռڑAɤʅ̇ͅɤ ʹʔǸʹڑͣʔɤڑʔɤ˓ɒڑͣɤΤɤͅǸ˓ڑ̻̇˓ʧɆζՑ̇ͅʧɤ˷ʹɤɒڑʧ˷ʹɤͅ˷ͣʔʧ̻ͣջ
ʧ˷Ɇ˓΃ɒʧ˷ʊڑ̻̇ͣʧʹʧ̇˷ͣڑǸʹڑǸ˷ڑ΃ͅȿǸ˷ڑɒɤΤɤ˓̻̇˰ɤ˷ʹ
Ɇ̇˷ͣ΃˓ʹǸ˷Ɇζڑʧ˷ڑŶʔʧ˓Ǹɒɤ˓̻ʔʧǸڑǸ˷ɒڑʹʔɤڑŀʅʅʧɆɤڑ̇ʅڑƥռƋռ
Ƌɤ˷Ǹʹ̇ͅڑTʧǸ˷˷ɤڑɤʧ˷ͣʹɤʧ˷ռڑƋ̻̇ʔʧǸڑʔ̇˓ɒͣڑǸڑAռռڑʅ̇ͅ˰
ʹʔɤڑƥ˷ʧΤɤͣͅʧʹζڑ̇ʅڑŶɤ˷˷ͣζ˓ΤǸ˷ʧǸջڑΨʔɤͅɤڑͣʔɤڑͣ΃ʹɒʧɤɒ
Å˷ʹɤͅ˷Ǹʹʧ̇˷Ǹ˓ڑžɤ˓Ǹʹʧ̇˷ͣڑǸ˷ɒڑƥͅȿǸ˷ڑƋʹ΃ɒʧɤͣռ
Ƌ_Ę_Iƙ_TڑǅÅڑŶžŀĉ_Iƙڑ_ǏŶ_žÅ_īI_
Ďʧ˷ʊڑİ΃˷ʹζڑģɤʹ̇ͅ
ƋɤǸʹʹ˓ɤջڑǈڑՎڑԐԎԐԐڑ՞ڑŶͅɤͣɤ˷ʹ
Ƌ̻̇ʔʧǸڑΨ̇ͅˋͣڑΨʧʹʔڑǸڑɆ̇ͣͣͅՑʅ΃˷Ɇʹʧ̇˷Ǹ˓ڑǅʧǸڑʹɤǸ˰ڑʹ̇
˰Ǹ˷ǸʊɤڑǅʧǸڑʹ̇ڑƙͅǸ˷ͣʧʹջڑǸڑʅʧͣͅʹՑڑǸ˷ɒڑ˓ǸͣʹՑ˰ʧ˓ɤڑͣɤͅΤʧɆɤ
Ψʧʹʔڑģɤʹ̇ͅռڑƋ̻̇ʔʧǸڑʔɤ˓̻ͣڑʹ̇ڑɒͅʧΤɤڑ̇˷ʊ̇ʧ˷ʊڑͣɤͅΤʧɆɤ
ʧ˰̻̇ͅΤɤ˰ɤ˷ʹͣڑȿζڑǸ˷Ǹ˓ζύʧ˷ʊڑͅʧɒɤͣͅʔʧ̻ڑɒǸʹǸڑǸ˷ɒ
̻̇ɤͅǸʹʧ̇˷Ǹ˓ڑʹͅɤ˷ɒͣջڑΨʔʧ˓ɤڑͣɆ̻̇ʧ˷ʊڑ˷ɤΨڑʅɤǸʹ΃ͅɤ
ɤ˷ʔǸ˷Ɇɤ˰ɤ˷ʹͣڑʧ˷ڑ˓ʧ˷ɤڑΨʧʹʔڑģɤʹ̇ͅժͣڑ̻̇ͅɒ΃ɆʹڑΤʧͣʧ̇˷ռ
ģ̇΃˷ʹǸʧ˷ڑI˓ʧ˰ȿɤͅ
˓ǸʹʔɤǸɒڑİ΃˷ʹζջڑģƙڑՎڑԐԎԐԏڑ՞ڑŶͅɤͣɤ˷ʹ
Ƌ̻̇ʔʧǸڑ̇ΤɤͣͅɤɤͣڑǅʧǸժͣڑ˰ʧɆ̇ͅʹͅǸ˷ͣʧʹڑͣɤͅΤʧɆɤڑΨʧʹʔ
ģ̇΃˷ʹǸʧ˷ڑI˓ʧ˰ȿɤͅջڑΨʔʧɆʔڑǸ˓˓̇Ψͣڑͅʧɒɤͣͅڑʹ̇ڑȿ̇̇ˋ
̇˷Ցɒɤ˰Ǹ˷ɒڑǸ˷ɒڑ̻ͅɤՑȿ̇̇ˋɤɒڑʹͅʧ̻ͣڑΨʧʹʔʧ˷ڑʹʔͅɤɤڑʹ̇Ψ˷ͣ
ʧ˷ڑ˓ǸʹʔɤǸɒڑİ΃˷ʹζռڑƋʔɤڑʔǸͣڑ˰Ǹ˷ǸʊɤɒڑͣɤΤɤͅǸ˓ڑύ̇˷ɤ
ɤα̻Ǹ˷ͣʧ̇˷ͣڑǸ˷ɒڑ̻̇ͅɒ΃Ɇʹڑ΃̻ɒǸʹɤͣڑʹ̇ڑͣ΃̻̻̇ͅʹڑʹʔɤ
ʊ̇ͅΨʹʔڑ̇ʅڑʹʔʧͣڑ˰ʧɆ̇ͅʹͅǸ˷ͣʧʹڑɒɤ̻˓̇ζ˰ɤ˷ʹռ
Ŷžŀ_ƋƋÅŀīĘڑ_ǏŶ_žÅ_īI_
ŶǸͅʹ˷ɤͅڑƋ΃ɆɆɤͣͣڑģǸ˷ǸʊɤͅջڑǅʧǸڑƙͅǸ˷̻ͣ̇ͅʹǸʹʧ̇˷
ԐԎԐԏڑ՞ڑ̻ͅɤͣɤ˷ʹ
ƋʹͅǸʹɤʊζڑͣͣ̇ɆʧǸʹɤڑŶͅʧ˷Ɇʧ̻Ǹ˓ջڑǅʧǸڑƙͅǸ˷̻ͣ̇ͅʹǸʹʧ̇˷
ԐԎԏԙڑ՞ڑԐԎԐԏ
žɤͣɤǸͅɆʔڑ˷Ǹ˓ζͣʹջڑǸͅʹ˷ɤͅڑžɤͣɤǸͅɆʔڑȦǸͅɒ
ԐԎԏԗڑ՞ڑԐԎԏԙ
ƥͅȿǸ˷ڑTɤΤɤ˓̻̇˰ɤ˷ʹڑÅ˷ʹɤͅ˷ջڑ_Ɇ̇˷ͣ΃˓ʹڑƋ̇˓΃ʹʧ̇˷ͣ
ԐԎԏԖ
_TƥIƙÅŀī
AռռջڑÅ˷ʹɤͅ˷Ǹʹʧ̇˷Ǹ˓ڑžɤ˓Ǹʹʧ̇˷ͣջڑƥ˷ʧΤɤͣͅʧʹζڑ̇ʅ
Ŷɤ˷˷ͣζ˓ΤǸ˷ʧǸڑՄŶʔʧ˓Ǹɒɤ˓̻ʔʧǸջڑŶՅڑԐԎԏԗ
ģɤʹ̇ͅڑ˓ɤαʧȿ˓ɤڑƋɤͅΤʧɆɤͣ žŶڑՋĎIԎԎԎԓԘԗ Վ ԓԗ
Confidential
DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 žɤɤζǸڑƋʔǸʔ
ɤ˷ɤͅǸ˓ڑģǸ˷Ǹʊɤͅ
žɤɤζǸڑΨʧ˓˓ڑȿɤڑͅɤ̻ͣ̇˷ͣʧȿ˓ɤڑʅ̇ͅڑɒɤ˓ʧΤɤͅʧ˷ʊڑ̇˷ڑʹʔɤڑ̻Ǹͅʹ˷ɤͅڑʊ̇Ǹ˓ͣڑǸ˷ɒڑɆ̇˷ʹʧ˷΃̇΃ͣ˓ζ ̻̇ʹʧ˰ʧύʧ˷ʊڑǸ˷ɒڑʧ˰̻̇ͅΤʧ˷ʊڑʹʔɤڑͣɤͅΤʧɆɤռ
žɤɤζǸڑʧͣڑǸ˷ڑ̻̇ɤͅǸʹʧ̇˷ͣڑɤ˷ʹʔ΃ͣʧǸͣʹռڑƋʔɤڑʧͣڑ̻Ǹͣͣʧ̇˷Ǹʹɤ
Ǹȿ̇΃ʹڑȿ΃ʧ˓ɒʧ˷ʊڑɤ́΃Ǹ˓ڑǸɆɆɤͣͣڑʧ˷ڑͅ΃ͅǸ˓ջڑͣ΃ȿ΃ͅȿǸ˷ջڑǸ˷ɒ
΃ͅȿǸ˷ڑǸͅɤǸͣڑǸ˓ʧˋɤռڑǈʧʹʔʧ˷ڑǅʧǸջڑͣʔɤڑʧͣڑͅɤ̻ͣ̇˷ͣʧȿ˓ɤڑʅ̇ͅ
ȿ΃ʧ˓ɒʧ˷ʊջڑͅ˷˷΃ʧ˷ʊڑǸ˷ɒڑʊ̇ͅΨʧ˷ʊڑǅʧǸժͣ
ʹͅǸ˷ͣʧʹՑǸͣՑǸՑͣɤͅΤʧɆɤڑ̻̇ɤͅǸʹʧ̇˷ͣڑʧ˷ڑˋɤζڑƥƋڑǸ˷ɒ
ʧ˷ʹɤͅ˷Ǹʹʧ̇˷Ǹ˓ڑ˰ǸͅˋɤʹͣռڑͣڑǸڑɤ˷ɤͅǸ˓ڑģǸ˷Ǹʊɤͅڑʧ˷ڑǅʧǸժͣ
ƙͅǸ˷̻ͣ̇ͅʹǸʹʧ̇˷ՑǸͣՑǸՑƋɤͅΤʧɆɤڑՄƙǸǸƋՅڑʹɤǸ˰ջڑžɤɤζǸ
˰Ǹ˷Ǹʊɤͣڑ̇˷ʊ̇ʧ˷ʊڑ̻̇ɤͅǸʹʧ̇˷ͣڑʅ̇ͅڑͣɤΤɤͅǸ˓ڑǅʧǸڑ̻Ǹͅʹ˷ɤͣͅռ
Ŷͅʧ̇ͅڑʹ̇ڑǅʧǸջڑžɤɤζǸڑΨ̇ͅˋɤɒڑʅ̇ͅڑĉɤʹڑȿ˓ǸɆˋջڑǸ
īǕIՑȿǸͣɤɒڑɤՑɆ̇˰˰ɤͅɆɤڑɆ̇˰̻Ǹ˷ζռڑʹڑĉɤʹڑȿ˓ǸɆˋջڑͣʔɤ
ʅ̇Ɇ΃ͣɤɒڑ̇˷ڑʧ˷ȿ̇΃˷ɒڑǸ˷ɒڑ̇ʹ΃ȿ̇΃˷ɒڑɆ̇΃ͅʧɤͅڑ˓̇ʊʧͣʹʧɆͣ
Ǹ˷ɒڑɆ΃ͣʹ̇˰ɤͅڑɤα̻ɤͅʧɤ˷ɆɤռڑƋʔɤڑǸ˓ͣ̇ڑʔǸͣڑԓռԔڑζɤǸͣͅ
ɤα̻ɤͅʧɤ˷ɆɤڑǸͣڑǸڑɆ̇˷ͣ΃˓ʹǸ˷ʹڑΨʧʹʔڑŶΨIڑƋʹͅǸʹɤʊζ԰ջ
ɒ΃ͅʧ˷ʊڑΨʔʧɆʔڑʹʧ˰ɤڑͣʔɤڑʅ̇Ɇ΃ͣɤɒڑ̻ͅʧ˰Ǹͅʧ˓ζڑ̇˷
̻̇ɤͅǸʹʧ̇˷ͣڑǸ˷ɒڑ̇ͅʊǸ˷ʧύǸʹʧ̇˷ڑͣʹͅǸʹɤʊζռڑžɤɤζǸڑʔ̇˓ɒͣڑǸ
AAڑʅ̇ͅ˰ڑʹʔɤڑƋʹɤ̻ʔɤ˷ڑģռڑž̇ͣͣڑƋɆʔ̇̇˓ڑ̇ʅڑA΃ͣʧ˷ɤͣͣڑǸʹ
ʹʔɤڑƥ˷ʧΤɤͣͅʧʹζڑ̇ʅڑģʧɆʔʧʊǸ˷ռ
Ƌ_Ę_Iƙ_TڑǅÅڑŶžŀĉ_Iƙڑ_ǏŶ_žÅ_īI_
ǅʧǸڑʹ̇ڑƙͅǸ˷ͣʧʹ
ƋɤǸʹʹ˓ɤջڑǈڑՎڑԐԎԐԏڑ՞ڑŶͅɤͣɤ˷ʹ
žɤɤζǸڑ˰Ǹ˷Ǹʊɤͣڑ̻̇ɤͅǸʹʧ̇˷ͣڑʅ̇ͅڑǅʧǸժͣڑɒɤ̻˓̇ζ˰ɤ˷ʹڑʧ˷
̻Ǹͅʹ˷ɤͣͅʔʧ̻ڑΨʧʹʔڑĎʧ˷ʊڑİ΃˷ʹζڑģɤʹ̇ͅڑʧ˷ڑƋɤǸʹʹ˓ɤջڑǈռ
ƙʔɤڑͣɤͅΤʧɆɤڑ̻̇ɤͅǸʹɤͣڑ˷ɤǸͅ˓ζڑԐԓՍԗջڑΨʧʹʔڑǸڑʅ˓ɤɤʹڑ̇ʅڑԐԓ
ΤɤʔʧɆ˓ɤͣռڑǅʧǸڑʹ̇ڑƙͅǸ˷ͣʧʹڑʧͣڑʅ̇Ɇ΃ͣɤɒڑ̇˷ڑʹͅǸ˷̻ͣ̇ͅʹǸʹʧ̇˷ڑʹ̇ Ǹ˷ɒڑʅ̇ͅ˰ڑ˰Ǹ˃̇ͅڑʹͅǸ˷̻ͣ̇ͅʹǸʹʧ̇˷ڑʔ΃ȿͣڑǸͣڑΨɤ˓˓ڑǸͣڑΨʧʹʔʧ˷
΃˷ɒɤͣͅɤͅΤɤɒڑɆ̇˰˰΃˷ʧʹʧɤͣڑʧ˷ڑƋɤǸʹʹ˓ɤջڑʅʧ˓˓ʧ˷ʊڑʧ˷ڑʊǸ̻ͣڑʧ˷
ʅʧαɤɒڑ˓ʧ˷ɤڑʹͅǸ˷ͣʧʹڑͣɤͅΤʧɆɤռ
ǅʧǸڑĉɤͣͅɤζڑIʧʹζ
ĉɤͣͅɤζڑIʧʹζջڑīĉڑՎڑԐԎԐԏڑ՞ڑŶͅɤͣɤ˷ʹ
žɤɤζǸڑʧͣڑʹʔɤڑɤ˷ɤͅǸ˓ڑģǸ˷Ǹʊɤͅڑ̇ʅڑǅʧǸժͣڑͣɤͅΤʧɆɤڑʧ˷
ĉɤͣͅɤζڑIʧʹζռڑÅ˷ڑʹʔʧͣڑ̇ͅ˓ɤջڑžɤɤζǸڑ̇ΤɤͣͅɤɤͣڑʹʔɤڑɒǸʧ˓ζ
̻̇ɤͅǸʹʧ̇˷ͣڑ̇ʅڑʹʔɤڑͣɤͅΤʧɆɤջڑɤ˷ͣ΃ͅʧ˷ʊڑʹʔǸʹڑʹʔɤڑͣɤͅΤʧɆɤڑʧͣ ̻̇ɤͅǸʹʧ˷ʊڑɤʅʅʧɆʧɤ˷ʹ˓ζڑǸ˷ɒڑ˰ɤɤʹʧ˷ʊڑʹʔɤڑʊ̇Ǹ˓ͣڑͣɤʹڑ̇ʹ΃ڑʧ˷
̻Ǹͅʹ˷ɤͣͅʔʧ̻ڑΨʧʹʔڑʹʔɤڑIʧʹζռڑƙʔʧͣڑͣɤͅΤʧɆɤڑ̻̇ɤͅǸʹɤͣڑǸڑʅ˓ɤɤʹ ̇ʅڑԓԗڑΤɤʔʧɆ˓ɤͣջڑʹͅǸ˷̻ͣ̇ͅʹʧ˷ʊڑ˷ɤǸͅ˓ζڑԐջԎԎԎڑͅʧɒɤͣͅڑ̻ɤͅ
ɒǸζռ
Ŷžŀ_ƋƋÅŀīĘڑ_ǏŶ_žÅ_īI_
ɤ˷ɤͅǸ˓ڑģǸ˷Ǹʊɤͅڑ՞ڑƙͅǸ˷ͣʧʹڑǸͣڑǸڑƋɤͅΤʧɆɤջڑǅʧǸ
ƙͅǸ˷̻ͣ̇ͅʹǸʹʧ̇˷ջڑÅ˷Ɇռ
ԐԎԐԏڑ՞ڑŶͅɤͣɤ˷ʹ
ǈǸ˓˰Ǹͅʹ
Ƌɤ˷ʧ̇ͅڑģǸ˷ǸʊɤͅڑՎڑԐԎԐԎ՞ԐԎԐԏ
ĉɤʹڑȿ˓ǸɆˋڑԻʧ˷Ɇ΃ȿǸʹɤɒڑȿζڑǈǸ˓˰ǸͅʹԼ
Ƌɤ˷ʧ̇ͅڑģǸ˷ǸʊɤͅڑՎڑԐԎԏԙ՞ԐԎԐԎ
ͣͣ̇ɆʧǸʹɤڑģǸ˷ǸʊɤͅڑՎڑԐԎԏԘ՞ԐԎԏԙ
_TƥIƙÅŀī
AAջڑƋʹɤ̻ʔɤ˷ڑģռڑž̇ͣͣڑƋɆʔ̇̇˓ڑ̇ʅڑA΃ͣʧ˷ɤͣͣջڑƥ˷ʧΤɤͣͅʧʹζ
̇ʅڑģʧɆʔʧʊǸ˷ջڑԐԎԏԓ
ģɤʹ̇ͅڑ˓ɤαʧȿ˓ɤڑƋɤͅΤʧɆɤͣ žŶڑՋĎIԎԎԎԓԘԗ Վ ԓԘ
Confidential
DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 žǸɆʔɤ˓ڑAʧͅ˷ȿǸ΃˰
ŶǸͅǸʹͅǸ˷ͣʧʹڑɒΤʧͣ̇ͅ
ͣڑǸڑŶǸͅǸʹͅǸ˷ͣʧʹڑɒΤʧͣ̇ͅջڑžǸɆʔɤ˓ڑΨʧ˓˓ڑʔɤ˓̻ڑʹ̇ڑɤ˷ͣ΃ͅɤڑǸڑͣ˰̇̇ʹʔڑͣɤͅΤʧɆɤڑɒɤ̻˓̇ζ˰ɤ˷ʹ Ǹ˷ɒڑ΃ͣɤڑʔɤͅڑɤαʹɤ˷ͣʧΤɤڑ˷ˋ̇Ψ˓ɤɒʊɤڑǸ˷ɒڑɤα̻ɤͅʧɤ˷Ɇɤڑ̇ʅڑ̇΃ͅڑ̻ǸͅǸʹͅǸ˷ͣʧʹڑɒɤ̻˓̇ζ˰ɤ˷ʹͣ ʹ̇ڑɒɤΤɤ˓̻̇ڑʹʔɤڑƋǸ˰ɤڑTǸζڑɆɆɤͣͣڑ̻ʧ˓̇ʹڑʅ̇ͅڑ̇˷ʊ̇ʧ˷ʊڑͣ΃ɆɆɤͣͣռ ͣڑǸڑ˰ɤ˰ȿɤͅڑ̇ʅڑǅʧǸլͣڑ_α̻Ǹ˷ͣʧ̇˷ڑʹɤǸ˰ջڑžǸɆʔɤ˓ڑ΃ͣɤͣ
ʔɤͅڑ̻̇ͅ˃ɤɆʹڑ˰Ǹ˷Ǹʊɤ˰ɤ˷ʹڑͣˋʧ˓˓ͣڑʹ̇ڑΨ̇ͅˋڑΨʧʹʔڑ̻Ǹͅʹ˷ɤͣͅ
ʹ̇ڑͣɤʹڑͣɤͅΤʧɆɤͣڑ΃̻ڑʅ̇ͅڑͣ΃ɆɆɤͣͣڑʅ̇ͅ˰ڑʹʔɤڑΤɤͅζ
ȿɤʊʧ˷˷ʧ˷ʊռڑžǸɆʔɤ˓ڑʔǸͣڑɤα̻ɤͅʧɤ˷Ɇɤڑɒɤ̻˓̇ζʧ˷ʊ
̇˷Ցɒɤ˰Ǹ˷ɒڑǸ˷ɒڑ̻ͅɤՑȿ̇̇ˋʧ˷ʊڑͣɤͅΤʧɆɤͣڑʧ˷ڑ˰Ǹ˃̇ͅڑɆʧʹʧɤͣ
Ǹ˷ɒڑͅ΃ͅǸ˓ڑǸͅɤǸͣڑʧ˷Ɇ˓΃ɒʧ˷ʊڑģʧǸ˰ʧջڑAɤͅ˓ʧ˷ջڑǸ˷ɒڑǈʧ˓ͣ̇˷ջ
ī̇ͅʹʔڑIǸ̇ͅ˓ʧ˷Ǹջڑͅɤ̻ͣɤɆʹʧΤɤ˓ζռ
Ŷͅʧ̇ͅڑʹ̇ڑǅʧǸջڑžǸɆʔɤ˓ڑΨǸͣڑʹʔɤڑTʧͅɤɆʹ̇ͅڑ̇ʅڑǅɤͅʹʧɆǸ˓
_α̻Ǹ˷ͣʧ̇˷ڑʅ̇ͅڑƙ̇ɒǸζƙʧαջڑǸڑʊ˓̇ȿǸ˓ڑɆ̇˰̻Ǹ˷ζڑʹʔǸʹ
̻̇ͅΤʧɒɤͣڑ̇˷Ցɒɤ˰Ǹ˷ɒڑǸɆɆɤͣͣڑʹ̇ڑǸͅʹͣڑǸ˷ɒڑɆ΃˓ʹ΃ͅǸ˓
ɤ˷ʹɤͅʹǸʧ˷˰ɤ˷ʹڑʧ˷ڑ˰Ǹ˃̇ͅڑɆʧʹʧɤͣڑǸ̇ͅ΃˷ɒڑʹʔɤڑΨ̇ͅ˓ɒռڑÅ˷ڑʹʔʧͣ ̇ͅ˓ɤջڑžǸɆʔɤ˓ڑ˓ɤɒڑʹʔɤڑɆ̇˰̻Ǹ˷ζժͣڑɤα̻Ǹ˷ͣʧ̇˷ڑʧ˷ʹ̇ڑ˷ɤΨ
ɤ˷ʹɤͅʹǸʧ˷˰ɤ˷ʹڑɆǸʹɤʊ̇ͅʧɤͣջڑʧ˷Ɇ˓΃ɒʧ˷ʊڑ̻̇ɤͅǸջڑɒǸ˷Ɇɤջ
Ǹ˷ɒڑΤʧͅʹ΃Ǹ˓ڑͅɤǸ˓ʧʹζռڑžǸɆʔɤ˓ڑʔ̇˓ɒͣڑǸڑAǸɆʔɤ˓̇ͅڑ̇ʅڑƋɆʧɤ˷Ɇɤ ʅ̇ͅ˰ڑī̇ͅʹʔΨɤͣʹɤͅ˷ڑƥ˷ʧΤɤͣͅʧʹζռ
Ƌ_Ę_Iƙ_TڑǅÅڑŶžŀĉ_Iƙڑ_ǏŶ_žÅ_īI_
¡ʧʊʔڑǅǸ˓˓ɤζڑƙͅǸ˷ͣʧʹ
Ƌ΃˰˰ʧʹڑİ΃˷ʹζջڑƥƙڑՎڑԐԎԐԏ
žǸɆʔɤ˓ڑ˓ɤɒڑʹʔɤڑ˓Ǹ΃˷Ɇʔڑ̇ʅڑƋ΃˰˰ʧʹڑİ΃˷ʹζժͣڑȿͅǸ˷ɒڑ˷ɤΨ
ʹͅǸ˷ͣʧʹڑǸʊɤ˷Ɇζջڑ¡ʧʊʔڑǅǸ˓˓ɤζڑƙͅǸ˷ͣʧʹջڑʧ˷Ɇ˓΃ɒʧ˷ʊڑǸڑ˷ɤΨ
ȿ΃ͣڑ˷ɤʹΨ̇ͅˋջڑTڑ̻ǸͅǸʹͅǸ˷ͣʧʹڑͣɤͅΤʧɆɤջڑǸ˷ɒڑ̇˷ڑɒɤ˰Ǹ˷ɒ
˰ʧɆ̇ͅʹͅǸ˷ͣʧʹڑͣɤͅΤʧɆɤڑʧ˷ڑɆ̇˓˓Ǹȿ̇ͅǸʹʧ̇˷ڑΨʧʹʔڑʹʔɤڑɆ̇΃˷ʹζռ
Iŀžƙžī
ž̇Ǹ˷̇ˋɤջڑǅڑՎڑԐԎԐԎ
žǸɆʔɤ˓ڑΨ̇ͅˋɤɒڑΨʧʹʔڑʹʔɤڑİ΃˷ʹζڑʹ̇ڑͅɤ˓Ǹ΃˷Ɇʔڑʹʔɤʧͅ
IŀžƙžīڑŶǸͅǸʹͅǸ˷ͣʧʹڑ̻̇ͅʊͅǸ˰ڑ˷΃ɒɤͅڑǅʧǸժͣڑʹɤɆʔ˷̇˓̇ʊζ
Ǹ˷ɒڑ̻̇ɤͅǸʹʧ̇˷ͣڑ̻̇ͅʊͅǸ˰ռڑžǸɆʔɤ˓ڑɆ̇̇ͅɒʧ˷ǸʹɤɒڑǸ˓˓
Ǹ̻ͣɤɆʹͣڑ̇ʅڑ˓Ǹ΃˷Ɇʔڑ̻ͅɤ̻ǸͅǸʹʧ̇˷ջڑʧ˷Ɇ˓΃ɒʧ˷ʊڑɒͅʧΤɤͅ
̇˷ȿ̇Ǹͅɒʧ˷ʊջڑΤɤʔʧɆ˓ɤڑ̻ͅɤ̻ǸͅǸʹʧ̇˷ջڑǸ˷ɒڑ˰Ǹͅˋɤʹʧ˷ʊռ
žÅT_
ǈʧ˓ͣ̇˷ջڑīIڑՎڑԐԎԐԎ
ǈʧ˓ͣ̇˷ժͣڑǸΨǸͅɒՑΨʧ˷˷ʧ˷ʊڑ˰ʧɆ̇ͅʹͅǸ˷ͣʧʹڑͣɤͅΤʧɆɤڑͅɤ̻˓ǸɆɤɒ
ʹʔɤʧͅڑ̻ͅɤΤʧ̇΃ͣ˓ζڑ˷΃ɒɤ̻ͅɤͅʅ̇ͅ˰ʧ˷ʊڑʅʧαɤɒڑ̇ͅʹ΃ɤڑʧ˷
Ƌɤ̻ʹɤ˰ȿɤͅڑ̇ʅڑԐԎԐԎռڑžǸɆʔɤ˓ڑ̇ΤɤͣͅǸΨڑɤΤɤͅζڑǸ̻ͣɤɆʹڑ̇ʅ
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Confidential
DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 Certificate Of Completion
Envelope Id: B0AADBDDB92E4C59AD2FFFDE3FC89DF9 Status: Completed Subject: Please DocuSign {Mobility} KC000487 Metro Flexible Services contract execution - Nomad Transit LLC Source Envelope:

Document Pages: 416 Signatures: 2 Envelope Originator:

Certificate Pages: 5 Initials: 0 Julie Snider
AutoNav: Enabled
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Time Zone: (UTC-08:00) Pacific Time (US & Canada)
401 5TH AVE
SEATTLE, WA 98104
[email protected]
IP Address: 147.154.103.81
Record Tracking
Status: Original
12/20/2022 10:23:55 AM
Holder: Julie Snider
[email protected]
Location: DocuSign
Security Appliance Status: Connected Pool: FedRamp
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Location: DocuSign
Signer Events Signature Timestamp
Erin Abrams
[email protected]
Manager
Via Transportation Inc.

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Terry White
[email protected]
General Manager
King County-Metro Transit Department-Finance and
Administration
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Allison Miskell
[email protected]
Transportation Planner
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Casey Gifford
[email protected]
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Lonnie Platt
[email protected]
d
King County Procurement & Payables
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Roger Bruckshen
[email protected]
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Sophia Witte
[email protected]
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ATTACHMENT NO. 6
RESOLUTION NO. 2024-33

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

WEST COVINA, CALIFORNIA, ADOPTING A BUDGET

AMENDMENT FOR THE FISCAL YEAR COMMENCING
JULY 1, 2024 AND ENDING JUNE 30, 2025 (METRO VSF

MICROTRANSIT PILOT)
The City Council of the City of West Covina hereby finds and declares as follows:

WHEREAS, on May 7, 2024, the City Manager presented to the City Council a proposed budget for Fiscal Year 2024-25 in compliance with Section 2-151(m) of the West Covina Municipal Code; and
WHEREAS, the City held meetings and community workshops and conducted an online budget survey in order to solicit input from the public regarding the proposed budget; and
WHEREAS, on June 4, 2024, the City Council adopted a budget for the 2024-2025 Fiscal Year; and
WHEREAS, amendments must periodically be made to the budget to conform to changed circumstances following adoption of the budget.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA DOES RESOLVE AS FOLLOWS:

SECTION 1. The City Council hereby approves Budget Amendment No. 2025-01, attached hereto as Exhibit A, for Fiscal Year 2024-25.

SECTION 2. The City Clerk shall certify to the adoption of this resolution and shall enter the same in the book of original resolutions and it shall become effective immediately.

APPROVED AND ADOPTED this 18th day of June, 2024.

Brian Calderón Tabatabai
Mayor

APPROVED AS TO FORM ATTEST
Thomas P. Duarte Lisa Sherrick
City Attorney Assistant City Clerk
I, LISA SHERRICK, Assistant City Clerk of the City of West Covina, California, do hereby certify that the foregoing Resolution No. 2024-33 was duly adopted by the City Council of the City of West Covina, California, at a regular meeting thereof held on the 18th day of June, 2024, by the following vote of the City Council:

AYES:

NOES:

ABSENT:

ABSTAIN:

Lisa Sherrick
Assistant City Clerk
Exhibit A
City of West Covina
Fiscal Year 2024-25
Budget Amendment No. 2025-01
Metro VSF Micro Transit Pilot
Fund
Current
Budget
Proposed
Amendment
Amended
Budget
Measure M
Revenue 2,307,500 561,720 2,869,220
Expenditures 5,020,810 936,200 5,957,010
Net Change in Fund Balance -2,713,310 -374,480 -3,087,790

CITY COUNCIL MEETING
JUNE 18, 2024

CONSIDERATION OF A MICROTRANSIT PILOT PROGRAM
ATTACHMENT NO. 7

CITY TRANSIT SERVICES
Current Services
 Dial-A-Ride service that operates seven days a week, as a call-in reservation shared ride that provides curb-to-curb for seniors and disabled riders;
 Move WC, which provides subsidized Uber rides for seniors and disabled riders when rides are booked through the mobile phone app; and
 Fixed Route Shuttle with three alignments, operating Monday through Friday from approximately 6:30AM to 6:30PM.

MICROTRANSIT
“Flexible Transit”
Powered by innovative technology that uses algorithms to route and schedule trips in real-time to add people traveling in the same direction into the same vehicle
Allows passengers to be picked up and dropped off in a continuous stream that translates into a ride system that is highly efficient and environmentally friendly.

Passengers book trips using a smartphone application or by phoning a call center.

Passengers track their vehicle in real-time, similar to Uber and Lyft Recent Programs: LA Metro, OC Transportation Authority, City of San Gabriel, and City of Torrance LA METRO’S

VISIONARY SEED
FUND
VSF is a competitive grant process to support projects that “help spark and develop innovative mobility concepts in Los Angeles County” On March 8, 2023, Metro announced the availability of up to $3 million in this grant cycle to fund up to six (6) innovative pilot projects Goal to test and assess strategies that return ridership to pre-COVID levels and beyond.

Proposals needed at least one research partner and identify one or more research questions the proposal seeks to answer
60% of the proposed project cost covered by the grant
40% of the project cost matched by the applicant

PROJECT PROPOSAL

WEST COVINA ON-DEMAND
Pilot Program Duration (Months) 12
Operating Days per Week 5 (Mon - Fri)
Avg. Service Hours per Day 12 (7AM – 7PM)
Total Active Vehicles in Fleet 5
- Non-Wheelchair Accessible Vehicles 4
-Wheelchair Accessible Vehicles 1
Additional Spare Vehicles in Fleet 1
Total Number of Vehicle Hours 12,272

TURNKEY OPERATION
Routing software Dedicated mobile
phone app to request
rides (for both iOS and
Android)
Call-in Center (with
representatives
available during
program operating
hours)
Vehicles (Hybrid
Toyota Siennas
Proposed)
Drivers Branding of vehicles and
mobile apps.

Marketing material
EQUITY
Improve accessibility for the transit-dependent populations by offering:

Discounts for disadvantaged communities
Accessibility for unbanked riders
Accessibility for riders without Smartphones.

An accessible rider app that is designed in accordance with ADA and Web Content Accessibility Guidelines (WCAG) 2.0 standards.

SERVICE AREA

PROJECT COST
Funding Amount
Grant $659,020
Match $439,394
Total Project $1,098,484
FARE

FARE SERVICE
$1 per boarding GoWest Shuttle and Dial-A-Ride
$0.50 per boarding GoWest Shuttle and Dial-A-Ride (Seniors) $3 per ride Move WC (Uber rides; Seniors and Disabled
$2.50 per ride Metro Micro (base fare, discounts available)

AGREEMENTS
LA Metro –Visionary Seed Funding
 Covers 60% of project cost
 Reimbursable (Appropriate total
project cost)
Nomad/Via
 Piggyback on King County
procurement process
 Three (3) months to launch following
contract execution and notice to
proceed

PROPOSED TRANSIT SERVICE DELIVERY
Discontinue the
Red and Blue Line
Routes
Microtransit pilot
program to serve
the northern
portion of the City
Continue the Green
Line to serve the
southern portion of
the City
Continue
Dial-A-Ride
Continue Move WC
for seniors and
disabled
Launch a pilot
program with Uber
for weekend service
and special events

West Covina City CouncilJune 18, 2024

West Covina City Council
June 18, 2024