2017 SEATTLE SEAHAWK FOOTBALL TRANSPORTATION SERVICE AGREEMENT By and Between KING COUNTY METRO TRANSIT And MTR WESTERN LLC THIS 2017 SEATTLE SEAHAWK FOOTBALL TRANSPORTATION SERVICE AGREEMENT (the "Agreement?) is made by and between King County, a home rule charter county of the State of Washington, by and through its Department of Transportation, Metro Transit Division ("Metro Transit" or the ??County?) and MTR Western LLC, a Washington Corporation, Western" or the ?Company?), either one of which entities may be referred to hereinafter individually as ?Party" or collectively as the "Parties.? RECITALS WHEREAS, MTR Western is registered with the US Department of Transportation?s Federal Transit Administration as a private Charter Operator pursuant to the . Charter Service regulations, 49 CFR Part 604; and WHEREAS, the Football Northwest LLC d/b/a the Seattle Seahawks ("Seahawks") has engaged MTR Western to provide charter bus service for the Seahawk?s 2017 NFL home games; and WHEREAS, the Seahawk football game service is stadium service requiring large numbers of people to be timely and ef?ciently transported to and from the CenturyLink Field; and WHEREAS, MTR Western has determined that there is insuf?cient equipment available among other registered charter providers to meet all of the Seahawks? charter service needs; and WHEREAS, MTR Western desires to enlist the services of Metro Transit in order to meet the Seahawks? particularized transportation needs; and WHEREAS, MTR Western has provided Metro Transit with certification con?rming that the Company has exhausted all available private equipment; NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and suf?ciency of which are hereby acknowledged, the Parties hereby agree as follows: 2017- SEATTLE SEAHAWK FOOTBALL TRANSPORTATION SERVICE AGREEMENT By and Between King County Metro Transit and MTR Western Page I of 9 2.1 2.2 2.4 2.5 2.6 2.7 2.8 AGREEMENT PURPOSE OF AGREEMENT The purpose of this Agreement is to establish the responsibilities of Metro Transit and MTR Western with regard to the use of Metro Transit coaches and operators for the provision of certain transportation services for the Seattle Seahawk 20l7 NFL football games as speci?ed herein. METRO TRAN RESPONSIBILITIES Metro Transit will provide the equipment and labor necessary to plan, manage, supervise and operate the transit service speci?ed in Attachment A for the 2017 Seahawk home games, which is incorporated herein and made a part of this Agreement by this reference. The County will manage the service in accordance with its regular procedures and as may be further speci?ed in this Agreement. Metro Transit will obtain the appropriate permits and authorizations related solely to the operation of the Metro service specified in Attachment A. Notwithstanding this provision, MTR Western as the Charter Operator for the Seahawks, shall retain overall responsibility for ensuring that all necessary permits and authorizations for any other agreed upon charter service for the Seahawks are obtained. All Metro Transit vehicles provided under this Agreement will be operated only by quali?ed, properly licensed Metro Transit employees. Metro Transit will insure that the vehicles used to provide the service have appropriate signage and decals. Metro Transit will be responsible for signage at designated stops being served by Metro Transit coaches. Metro Transit will charge a premium cash fare per one-way trip on the service speci?ed in Attachment A in the amount of $4.00 per one?way trip. Metro Transit will provide round trip vouchers for passengers wishing to pay the round trip fare when boarding the pro-game service. The total amount of cash fares collected on this service will be credited towards the cost of providing the service. Children under 5 years of age will ride for free. No passes or transfers will be accepted on this service. Any supervision or direction of Metro Transit operators will only be provided by appropriate Metro Transit employees. Within thirty (30) days of each home game for which Metro Transit provides transportation services pursuant to this Agreement, Metro Transit will provide MTR Western with ridership numbers for that event. 2017 SEATTLE SEAHAWK FOOTBALL TRANSPORTATION SERVICE AGREEMENT By and Between King County Metro Transit and MTR Western Page 2 of 9 2.9 3.1 3.2 4.1 4.2 Metro Transit will make every effort to operate the service identi?ed in Attachment A, however, both Parties acknowledge that Metro?s ability to operate every piece of work scheduled for this service may be limited by its available resources, including coaches and operators, for any given game. The Company will only be invoiced for service actually operated by Metro Transit. RESPONSIBILITIES The Company will be responsible for paying the County for the total cost of the services actually operated in accordance this Agreement. The estimated costs are Speci?ed in Section 4 of this Agreement. The County shall not be responsible for any other service MTR Western may be providing for Seahawk games or for any other purpose that is not speci?ed as Metro Transit service in Attachment A. CONSIDERATION in return for providing the Metro Transit coaches and labor to operate the service speci?ed in Attachment A, the Company will pay the County for the actual costs incurred by the County to operate the service, including but not limited to: Hourly Rates Service Cost per Hour" $150.98 Service Dwell-Time Cost per Hour 54.79 Cost of Service Supervisors is included in the in?servr'ce hourly rate ESTIMATED SERVICE COSTS PER GAME 1. SUNDAY GAMES ROUTE PARK RIDE COST PER GAME 732 S. Kirkland 5,391 733 Eastgate 7,626 TOTAL COST PER GAME: 13,017 No Metro lot service for Monday, November 20th game. The level of transit service to be provided by Metro Transit for each game will be based on the service hours identi?ed in Attachment A. Metro Transit will operate the level of service speci?ed in Attachment A unless noti?ed in writing by MTR Western to reduce or increase the service hours for a speci?c game. Such noti?cation must be received by 2017 SEATTLE SEAHAWK FOOTBALL TRANSPORTATION SERVICE AGREEMENT By and Between King County Metro Transit and MTR Western Page 3 of 9 5.l 5.2 5.3 6.1 6.2 6.3 Metro Transit at least ten (10) calendar days prior to the affected game. The only exception is if Metro Transit determines an unanticipated game day situation requires adding service to ensure transporting riders in a safe and timely manner, the Company agrees to cover the cost for up to forty (40) additional service hours. PROCEDURES Upon completion of the 2017 Seahawk season (regular and playoff games), the County shall submit an invoice to the Company for payment of the actual costs to provide the service speci?ed in Attachment A, minus the fare revenue collected. The Company shall make payment to the Metro Transit within forty??ve (45) days after receipt of an invoice for the services performed in accordance with this Agreement. LATE CHARGES. Should the Company fail to pay Metro Transit the amount due within forty-?ve (45) days of receipt of a billing invoice from the County, a penalty shall be applied to any outstanding balance due for that invoice. The penalty shall be ?xed at a rate not to exceed that allowable under Washington law. LEGAL RELATIONS it is understood and agreed that this Agreement is solely for the bene?t of the Parties hereto and gives no right to any other person or entity. No joint venture or partnership is formed as a result of this Agreement. No employees or agents of one Party or its contractors or subcontractors shall be deemed, or represent themselves to be, employees, agents, contractors or subcontractors of the other Party. Each Party shall comply, and shall ensure that its contractors and subcontractors, if any, comply with all federal, state and local laws, regulations, and ordinances applicable to the work and services to be performed under this Agreement, including the Federal Transit Administration Charter Service regulation 49 CFR Part 604. Each Party shall protect, defend, indemnify and save harmless the other Party, its elected of?cials, of?cers, of?cials, employees and agents while acting within the scope of their employment as such, from any and all costs, claims, judgments, and/or awards of damages, arising out of or in any way resulting from each Party?s own negligent acts or omissions. Each Party agrees that it is fully responsible for the acts and omissions of its own subcontractors, their employees and agents, acting within the scope of their employment as such, as it is for the acts and omissions of its own employees and agents. Each Party agrees that its obligations under this provision extend to any claim, demand, and/or cause of action brought by or on behalf of any of its employees or agents. The foregoing indemnity is speci?cally and expressly intended to constitute a waiver of each Party?s immunity under Washington?s Industrial Insurance Act, RCW Title 51, as respects the other Party only, and only to the extent necessary to provide the indemni?ed Party with a full and complete indemnity of claims made by the indemnitor?s employees. The Parties acknowledge that these provisions were speci?cally negotiated and agreed upon by them. 20 '7 SEATTLE SEAHAWK FOOTBALL TRANSPORTATION SERVICE AGREEMENT By and Between King County Metro Transit and MTR Western Page 4 of 9 6.4 6.5 6.6 8.l 8.2 8.3 Each Party?s rights and remedies in this Agreement are in addition to any other rights and remedies provided by law. This Agreement shail be interpreted in accordance with the laws of the State of Washington. The Superior Court of King County, Washington, located in Seattle, Washington, shall have exclusive jurisdiction and venue over any legal action arising under this Agreement. The provisions of this section shall survive any termination of this Agreement. CHANGES AND MODIFICATIONS This Agreement may be amended or modified only by prior written agreement signed by the Parties hereto. TERMINATION OF AGREEMENT Either Party may terminate this Agreement, in whole or in part, in writing if the other Party substantially fails to ful?ll any or all of its obligations under this Agreement through no fault of the other; provided, however, that, insofar as practicable, the Party terminating the Agreement will give not less than seven (7) calendar days prior to the effective date of termination, by written notice delivered by certi?ed mail, return receipt requested, of intent to terminate. In addition to termination under Section 8.1 of this Agreement, either party may terminate this Agreement for its convenience and without cause by providing written notice of such termination via certified mail, return receipt requested, to the other party not less than thirty (30) days prior to the effective date of termination. If either party terminates this Agreement as provided for in this section, the Company will pay the County a pro-rated amount for services performed in accordance with the Agreement up to the date of termination. FORCE MAJEURE Either Party shall be excused from performing its obligations under this Agreement during the time and to the extent that it is prevented from performing by a cause beyond its control, including, but not limited to: any incidence of fire, flood, earthquake or acts of nature; strikes or labor actions; commandeering material, products, or facilities by the federal, state or local government; and/or national fuel shortage; when satisfactory evidence of such cause is presented to the other Party, and provided further that such non? performance is beyond the control and is not due to the fault or negligence of the Party not performing. In no event, however, shall this provision eliminate the obligation to make payment to Metro Transit for work performed in accordance with this Agreement. 20 i 7 SEATTLE SEAHAWK FOOTBALL TRANSPORTATION SERVICE AGREEMENT By and Between King County Metro Transit and MTR Western Page 5 of 9 10. 11. 12. 13. 14. 15. WAIVER OF DEFAULT Waiver of any default shall not be deemed to be a waiver of any subsequent default. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modi?cation of the terms of this Agreement unless stated to be such in writing, signed by authorized Parties and attached to the original Agreement. ASSIGNMENT This Agreement shall be binding upon the Parties, their successors, and assigns; provided, however, that neither Party shall assign or transfer in any manner any interest, obligation or bene?t of this Agreement without the other?s prior written consent. NO THIRD PARTY BENEFICIARIES Nothing in this Agreement, express or implied, is intended to confer on any person or entity other than the Parties hereto and their respective successors and assigns any rights or remedies under or by virtue of this Agreement. MUTUAL NEGOTIATION AND CONSTRUCTION This Agreement and each of the terms and provisions hereof shall be deemed to have been explicitly negotiated between, and mutually drafted by, the Parties, and the language in all parts of this Agreement shall, in all cases, be construed according to its fair meaning and not strictly for or against either Party. ALL TERMS AND CONDITIONS This Agreement merges and supersedes all prior negotiations, representations and agreements between the Parties related to the subject matter hereof and constitutes the entire agreement between the Parties. This Agreement may be amended only by written agreement of the Parties. CONTACT PERSONS Metro Transit and MTR Western shall designate a Contact person for purposes of sending inquiries and notices regarding the execution and ful?llment of this Agreement as follow: MTR Western Contact Name Jeremy Butzlaff Title President Address - 720 S. Forest St. Seattle, WA 98134 Telephone 206?83 8?8143 Mobile 206459?7660 E?Mail jeremyb@mtrwestern.com 2017 SEATTLE SEAHAWK FOOTBALL TRANSPORTATION SERVICE AGREEMENT By and Between King County Metro Transit and MTR Western Page 6 of 9 King County Metro Transit Contact Name Mike Beck Title . Transit Contract Administrator Address 201 S. Jackson Street, Seattle, WA 98104 Telephone 206?477-5 860 E?Mail mike.beck@kingccunty.gov 16. Effective Date. hereto. This Agreement shall take effect when it is signed by both Parties IN WITNESS WHEREOF the Parties hereto have executed this Agreement on the fl" day of S??iEngI-n. 2017. KING COUNTY DEPARTMENT MTR WESTERN LLC OF TRANSPORTATION, METRO TRANSIT DIVISION By By: Gannon, Jeremy?Butzla??", General Manager President Date: ?6 7?17 Date: September 12, 2017 2017 SEATTLE SEAHAWK FOOTBALL TRANSPORTATION SERVICE AGREEMENT By and Between King County Metro Transit and MTR Western Page 7 of 9 The foiiowing service package will be provided by Metro Transit for the Seahawk Sunday home game(s) listed beiow piayed at CenturyLink Fieid during the 2017 NFL football season. Metro Transit will not be responsible for any other transportation service that is not listed below unless agreed to in writing by the Parties. A. SERVICE DESCRIPTEON 1. Service Days The service identified in this Attachment will be provided by Metro Transit on the foiiowing Seahawk game days in 2017: Sunday, Sunday, Sunday, Sunday, Sunday, Sunday, Sunday, 2. Park Ride Service Sept ATTACHMENT A (SF) (lndianapo (Houston) METRO TRANSIT SERVICE lie) (Washington) (Phiiadeiphia) (LA Rams) (Arizona) 125pm 530pm t??pm i?Spm i?Spm 125pm Service be operated between CenturyLink Fieid and the park ride lots iisted below. 1. S. Kirkland 2. Eastgate The service start two hours prior to the scheduied kickoff, with buses departing approximately every 20 minutes and the last buses ieaving approximateiy 50 minutes before the kickoff. Sunday Games - Pre-Game and Post~Game Service (inbound outbound) Per Game Per Game ln?Service HOURS Hou rs Hourly Rate Total Cost ROUTE 732 S. Kirkiand 32.08 $150.98 $4,843 733 Eastgate 46.16 $150.98 $6,969 $11,812 20 i 7 SEATTLE SEAHAWK FOOTBALL TRANSPORTATION SERVICE AGREEMENT By and Between King County Metro Transit and MTR Western Page 8 of 9 Per Game Per Game Dwell-time HOURS Hours* Hourly Rate Total Cost ROUTE 732 S. Kirkland 10 $54.79 548 733 Eastgate 12 $54.79 5 657 5 1,205 TOTAL METRO COST per GAME $13,017 Dwell-time Dwell-time Hour calculation Per Game of coaches per Unit Total Dwell Hrs. 732 5. Kirkland 4 2.5 10 733 Easrgote 6 2.5 12 2017 SEATTLE SEAHAWK FOOTBALL TRANSPORTATION SERVICE AGREEMENT By and Between King County Metro Transit and MTR Western Page 9 of 9