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RES 665 Draft 01 2024-2026
4o;N`y o..\�9: COUNTY OF HAWAII :- .-' "1- STATE OF HAWAI`I RESOLUTION NO. S65 26 A RESOLUTION AUTHORIZING THE MASS TRANSIT AGENCY TO AWARD A GRANT TO PEOPLE FOR ACTIVE TRANSPORTATION HAWAII. WHEREAS, Chapter 2,Article 25, Section 2-139(a)(3)(A) of the Hawai`i County Code 1983 (2016 Edition, as amended) (hereinafter"the Code")provides that grant awards "in excess of$25,000 to nonprofit organizations shall specifically identify the organization receiving the grant funds and the purpose for which the grant funds shall be used in a resolution"; and WHEREAS, Chapter 2,Article 25, Section 2-136 of the Code defines a"nonprofit organization" as "an organization that is registered and in good standing in the State of Hawai`i as a nonprofit organization and maintains a 501(c)(3) charitable designation from the Internal Revenue Service"; and WHEREAS,the Mass Transit Agency (hereinafter"MTA")wishes to award a grant to People for Active Transportation Hawai`i (hereinafter"PATH"), a Hawai`i nonprofit organization, in the amount of$240,000; and WHEREAS,PATH is an eligible nonprofit organization as defined hereinabove; and WHEREAS,PATH will utilize these grant funds to manage the HIBIKE bike share program; and WHEREAS,MTA is in favor of this grant award because it will help promote a high- quality multi-modal transportation system that provides safe,reliable, and convenient mobility choices for Hawaii Island residents and visitors by sustaining the bike share program in alignment with the County Transit and Multi-Modal Transportation Master Plan; and WHEREAS, a copy of the proposed grant agreement, including the scope of work and a description of the bike share program, is attached hereto as Exhibit"A"; now therefore, BE IT RESOLVED BY THE COUNCIL OF THE COUNTY OF HAWAII that, in accordance with Section 2-139(a)(3) of the Code, the Mass Transit Administrator is hereby authorized to provide a grant to People for Active Transportation Hawai`i in the amount and for the purposes hereinabove specified. BE IT FINALLY RESOLVED that the County Clerk shall transmit a copy of this resolution to Diane T.Nakagawa,Director of Finance; and Zachary D. Bergum,Mass Transit Administrator. Dated at , Hawai`i,this day of , 20_ INTRODUCED BY: MATTHEW KANEA `I-KL FELDER Council Member BY REQUEST OF THE: Mass Transit Administrator COUNTY COUNCIL ROLL CALL VOTE County of Hawai`i AYES NOES ABS EX Hilo,Hawaii GALIMBA HUSTACE I hereby certify that the foregoing RESOLUTION was by INABA • the vote indicated to the right hereof adopted by the COUNCIL of the KAGTWADA County of Hawai`i on KANEALT`I-KLEINFELDER KTERKTEWICZ ATTEST: KIMBALL ONISHI VILLEGAS Reference: C-1053/FC COUNTY CLERK CHAIRPERSON&PRESIDING OFFICER RESOLUTION NO. 665 26 UIll11111toH11111 2 MTA EXHIBIT A ,•• 10.04,40Mcgttif!:)F ApgEpigit,N1..r"OM*O.P0011.A190.mKINTORMilet.JCT.. B1ARES'I8TEM IAWriU1sTY, rtifswErino.RANDUM 9F-AOR.aEmENT(7.KGREENI.ENTIMA4e;0.t.(d:offitered - MAY 22nd , . eitid.bewqett-11*•toiNTsit-Or its•-prihdpal :place of 131.41mo, a 25 Aupufl Street,.41194,,ifigv.vitr 9672O, (hereinafter.te..4r.rg.0..to s the V0014111%.2.0ti.6rfa0.0.(0-.001 ;AO:tri9:0,TRARa-Ftigi:krb.ki*WAtt(PATI-1).: '451,sod of business PJ Alta').62;r: .111. 08746 -0)Ofeillattw, rqfprfpct: ftic. 4'9.014TIW1!*:),,to. ".WITNESSEtH: WI %.1110.P°06.45,($.14**Alt•Angt'Aggfiq 0061.11`.40f:l'ArEgitig•A•TAOgg.01): quety,tivitiwilba01-litatp*.diuttott.sy*it tikapro.itiet:.tafe:i.:r06bleyt. brig:401*i*inolgitv,64100,1:qe...10100*.:an.d:visbr.00,HAWaq fgccIrATA:. Niv.H .RFA ;..117*:1401cP,picootwill!prorp.4.o.olrg--6..spotorqn,popp..teg.liggort I*60. #1.6.,•6 )ifriiiif:Of:#01-45(1Witift:AgthitiEdfbIIii 1514...610.b'.6f.4.1y..drid.150,616:00eibrilj3/.ch i1-tp.s.011Ntar.01f4fIcii Acirrlinisit00:Ofthe: . . AogNty•mgw. provicio for* to oeft*toN-.T.m.otqfki:* progptrot..po: proppow. ud tsrftyclAg. 4Gyltia • WHEREAS piosoiitio.1TawAit cori4ty. o.(10,0le.folhilift'Or ' -1okijk3).(40;,OM*ACYgrtiAln excess of vow kJ:nooprofit organIzatIons haII 61.:?e0ipo.ab itleiiifiqtliviitorittattott(e.beivirOtWgpritioricig-ioncilifigiogo.b.se 1Q.1.yvviirOtt.N.3%grantif000.0.1aii: . 15q..1.4. ead.9;x159.,rcflitmripe::or. 001108.,thrcLidli'ila 2Q.-4.4; 00.witx'01,0titt il,*itb;prite0 .(1-.0,A0e4dVilf.01.fgh pcopQpplp•provit[e.ithe:C9NT.RA'CTOFt With.•09rpoi-ig. •s0pItiiløIKE prografriVatid WHEREAS, TW? J1U,NDRD Tg-bNij .ANO. WM:00 ibulAkt 4&OQO1QO) Is'agti-00.0 to:be tilde;to.theC01117.RAOTORto rrirlage th 1.4(181..Kg.Project, and • WHEREAS, the ADMINISTRATOR verifies sufficient funds are available through the COUNTY and now wishes to enter into an AGREEMENT with said CONTRACTOR; and NOW, THEREFORE, the COUNTY and the CONTRACTOR in consideration of the mutual promises hereinafter set forth hereby agree as follows: 1. PROGRAM: The COUNTY provides funding to the CONTRACTOR to manage its "HIBIKE PROJECT." The "HIBIKE PROJECT" description is incorporated herein as • Exhibit A-1. The CONTRACTOR may subcontract its operational and management services, with prior written approval by the AGENCY in the form of supplemental to this agreement. 2. PROMOTIONAL AND EDUCATIONAL MATERIALS: The CONTRACTOR shall acknowledge the County of Hawaii as a contributor of funds in all printed, broadcast other advertisement and promotional material and documents relating to the CONTRACTOR'S program. 3. FUND APPLICATIONS: Funding shall be expended in accordance with the project budget, attached and incorporated herein as Exhibit A-2. 4. FINANCING: The CONTRACTOR hereby acknowledges and agrees that the COUNTY's total contribution for the CONTRACTOR's approved program(s) shall not exceed TWO HUNDRED FORTY THOUSAND AND NO/100 DOLLARS ($240,000.00) for fiscal year 2026 - 2027. Within such amount, $240,000.00 shall cover operational costs of the HIBIKE system. It is expressly understood and agreed that in no event will the COUNTY's total contribution exceed this amount. 5. METHOD OF PAYMENT: The COUNTY shall make available to the CONTRACTOR upon execution of this AGREEMENT the amount of 'TWENTY THOUSAND AND NO/100 DOLLARS ($20,000.00), per month upon the receipt and acceptance of progress report as described in paragraph 11 herein below for operational costs of the HIBIKE system. 6. FINAL PAYMENT: The final payment of TWENTY THOUSAND AND NO/100 DOLLARS ($20,000.00) shall be made to the CONTRACTOR upon the COUNTY's receipt and • approval of the CONTRACTOR's written final report of the results of the project for the operational costs of the HIBIKE system. 7. ACCEPTANCE OF THE FINAL PAYMENT: Final payment shall be made only after the • issuance of a notice of final approval and acceptance by the ADMNISTRATOR advising the CONTRACTOR of the satisfactory fulfillment of the terms of this AGREEMENT. 2 the CONTRACTOR of the satisfactory fulfillment of the terms of this AGREEMENT. Acceptance by the CONTRACTOR of the final payment shall constitute payment in full for all services performed under this AGREEMENT. 8. CONTRACTOR REPRESENTATIONS AND WARRANTIES: CONTRACTOR represents and warrants to the COUNTY as follows: a. CONTRACTOR is chartered to do business in the State of Hawaii for charitable purposes and exempted from the Federal income tax by the Internal Revenue Service. b. The purpose for which CONTRACTOR is organized is to provide benefits to the people of the COUNTY. c. The service or activity to be provided by CONTRACTOR, and funded by the COUNTY, shall address education concerns,.the needs of the poor, the aged, victims of health or social crises, or public health and welfare of the people and the environment. d. CONTRACTOR has a governing board whose members serve without compensation and have no conflict of interest between their regular occupations and the services provided by CONTRACTOR. e. CONTRACTOR has bylaws or policies which describe the manner in which business is conducted, including management, audit and fiscal policies and procedures, policies on nepotism, and policies on management of potential conflict of interest. f. CONTRACTOR has at least one year's experience with the service or activity for which the appropriation is sought or can otherwise demonstrate to the satisfaction of the COUNTY sufficient expertise to successfully carry out the service or activity. g. CONTRACTOR must be licensed and accredited in accordance with applicable requirements of Federal, State and County laws. h. CONTRACTOR employs and appoints persons on the basis of merit and ability. i. CONTRACTOR complies with applicable Federal and State laws prohibiting discrimination against any person on the basis of race, color, national origin, religion, creed, sex, age, or disability. j. CONTRACTOR shall follow generally accepted accounting procedures and practices and shall maintain books, records, documents, and other evidence which sufficiently and properly account of the expenditure of COUNTY funds. k. CONTRACTOR agrees to allow the COUNTY's designate, which may include the Director of Finance, committees of the Council and their staffs, and the COUNTY Auditor to access records, reports, files, and other related documents in order that the program, management, 'and fiscal practices of the nonprofit organization may be 3 monitored and evaluated to assure the proper and effective expenditure of public funds for this program. I. CONTRACTOR agrees that the COUNTY expending agency, Director of Finance, or Hawaii County Council may request periodic written reports on the use of County funds. 9. TAX CLEARANCE: If the amount of funding provided by the COUNTY for the CONTRACTOR's program is$2,500 or greater,the CONTRACTOR, including out-of-state contractors, shall apply to the Hawaii State Tax Office and the Internal Revenue Service in accordance with Act 190 Hawai'i Revised Statutes Section 103D-310(c), for a Tax Clearance prior to the execution of this AGREEMENT and again before final payment can be made by the COUNTY to the CONTRACTOR. Compliances•are also required from the Department of Commerce and Consumer Affairs (DCCA) and the Department of Labor and Industrial Relations (DLIR) prior to execution. In the event the CONTRACTOR is unable to furnish the appropriate certificates within ten (10) calendar days of being requested to do so, the COUNTY may proceed to re-open negotiations with other acceptable submittals. 10. TERM: The term of this AGREEMENT shall commence July 1,2026 and continue through June 30, 2027 unless this AGREEMENT is terminated sooner as hereinafter provided. Notwithstanding the foregoing, the term of the AGREEMENT may be extended by written, mutual agreement of the parties. 11. REPORTS: The CONTRACTOR shall submit to the Agency a written monthly progress report through June 30, 2027 on Exhibit B, Progress Report Form, attached hereto. The CONTRACTOR shall prepare a final written report to the.Agency utilizing Exhibit C, Final Report Form and Final Financial Report Form, attached hereto, no later than thirty (30) days after the Agreement ends. 12. PROGRAM APPROVAL: All programs funded by the COUNTY under this AGREEMENT shall be subject to and receive approval of the COUNTY prior to any payment to the CONTRACTOR. Any changes or deviations to any program must be submitted in writing for the review and approval of the AGENCY. The AGENCY'S approval shall be in writing. 13. MODIFICATIONS OF AGREEMENT: The COUNTY may at any time make modifications to this AGREEMENT, which shall be made by a written supplemental agreement. Modifications involving no reduction or increase in compensation may be made by written order of the ADMINISTRATOR. All modifications requested by the CONTRACTOR shall be in writing. 4 14. DELAY IN PERFORMANCE OF AGREEMENT: If any delay in the performance under this AGREEMENT occurs as a result of unforeseeable causes beyond the control and without the fault or negligence of the CONTRACTOR, including but not limited to, acts of God, acts of the public enemy, acts of the COUNTY with respect to this AGREEMENT, acts of another contractor in the performance of an AGREEMENT with the COUNTY, fire, floods, epidemics, quarantine restrictions, strikes, freight embargoes, unusually severe weather, or delays of subcontractors or suppliers arising from unforeseeable causes beyond the control and without the fault or negligence of both the CONTRACTOR and such subcontractors or suppliers, then the CONTRACTOR may be granted an extension of the time for performance corresponding to the delay. No extension of time, however, shall be granted unless a written application therefore stating in detail the cause or causes of delay is filed by the CONTRACTOR with the ADMINISTRATOR within ten (10)calendar days after the commencement of the delay. No extension of time shall be deemed a waiver of the right of the.COUNTY to require the completion of the services under this AGREEMENT within the time required herein as so extended by the specific terms of such extension, nor a waiver of right to terminate this AGREEMENT for any other or additional delay not covered by the specific terms of such extension. 15. ABANDONMENT OF THE PROGRAM, DEATH OR DISABILITY OF CONTRACTOR: In the event the COUNTY terminates this AGREEMENT because it wishes to abandon, defer, restudy or revise the program, or in the event the CONTRACTOR, in the case of an individual, dies or becomes physically or mentally disabled, the CONTRACTOR or the CONTRACTOR's estate shall be compensated in the same proportion of the compensation under this AGREEMENT as the services performed bear to the services to . be performed under this AGREEMENT. 16. RIGHT OF THE COUNTY TO TERMINATE: The COUNTY shall have the right to suspend performance under this AGREEMENT or terminate this AGREEMENT in whole or in part at any time by written notice to the CONTRACTOR. If the termination is for reasons other than default of the CONTRACTOR as provided in paragraph entitled "TERMINATION DUE TO CONTRACTOR'S DEFAULT" herein, the CONTRACTOR shall be compensated in accordance with paragraph entitled "ABANDONMENT OF THE PROGRAM, DEATH OR DISABILITY OF CONTRACTOR" herein. 17. TERMINATION DUE TO CONTRACTOR'S DEFAULT: The COUNTY shall have the right to terminate this AGREEMENT, if the CONTRACTOR: a. Fails to begin work under this,AGREEMENT at the required times; or 5 b. Unnecessarily delays the performance of this AGREEMENT or any part thereof; or c. Fails to perform this AGREEMENT in accordance with specified times; or d. Fails to perform this AGREEMENT in accordance with directions from the ADMINSTRATOR; or e. Discontinues performance of this AGREEMENT; or f. Becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency; or g. Fails to pay for all Tabor, tools, material and/or equipment; or h. Violates or fails to comply with any of the terms, covenants and conditions of the AGREEMENT. 18.AUTHORITY TO WITHHOLD MONEY DUE OR PAYABLE: The COUNTY may withhold such amounts from the money due or to become payable under this AGREEMENT to the CONTRACTOR as may be necessary to protect the COUNTY against liability or to satisfy the obligations of the CONTRACTOR to the COUNTY. 19. INDEMNITY: The CONTRACTOR shall perform this AGREEMENT as an independent contractor and shall indemnify and hold the COUNTY and its officers and employees harmless from any and all deaths, injuries, losses and damages to persons or property, and any and all claims, demands, suits, actions and liabilities therefore, caused by error, omission or negligence in the performance of this AGREEMENT by the CONTRACTOR or the CONTRACTOR's subcontractors, agents and/or employees. 20. INSURANCE REQUIREMENTS: The CONTRACTOR, , if any, shall obtain from a company authorized by law to issue such insurance in the State of Hawaii.commercial general liability insurance in an amount of at least ONE MILLION ($1,000,000.00) AND NO/100 dollars, Each Occurrence/TWO MILLION ($2,000,000.00) AND NO/dollars General Aggregate;TWO MILLION($2,000,000.00)AND NO/dollars Products/Completed Operations Aggregate and ONE MILLION ($1,000,000.00)AND NO/dollars Personal and Advertising Injury coverage for bodily injury and property damage resulting from the CONTRACTOR'S performance under this AGREEMENT. The CONTRACTOR shall maintain in effect this liability insurance until the COUNTY certifies that the CONTRACTOR work under the AGREEMENT has been completed satisfactorily. The liability insurance shall be primary and shall cover the insured for all work to be performed under the AGREEMENT, including changes, and all work performed incidental thereto or directly or indirectly connected therewith. CONTRACTOR, including the CONTRACTOR'S subcontractors (i.e. Secure Bikeshare LLC) shall also maintain Workers' Compensation 6 and Employers' Liability. As required by Hawaii Revised Statutes Chapter 386 and regulations thereunder. Providing limits of liability of not less than Workers'Compensation: Statutory limits and Employers' Liability: Bodily Injury with minimum limits of$1,000,000 for each accident; $1,000,000 by disease—each employee; and$1,000,000 by disease— policy limit. With a Waiver of Subrogation in favor of the County of Hawaii. A certificate of the liability insurance shall be given to the COUNTY by the CONTRACTOR on or before the contract date. The certificate shall provide that the COUNTY and its officers and employees are Additional Insured. The certificate shall provide that the coverages being certified will not be cancelled or materially changed without giving the COUNTY at least 30 days prior written notice by registered mail. Should the "liability insurance".coverages be cancelled before the CONTRACTOR's work under the AGREEMENT is certified by the COUNTY to have been completed satisfactorily, the CONTRACTOR shall immediately procure replacement insurance that complies in all respects with the requirements of this section. Nothing in the insurance requirements of The AGREEMENT shall be construed as limiting the extent of CONTRACTOR'S RESPONSIBILITY FOR PAYMENT OF DAMAGES RESULTING FROM THE OPERATIONS UNDER THIS AGREEMENT, including the CONTRACTOR's separate and independent duty to defend, indemnify, and hold the COUNTY and its officers and employees harmless pursuant to other provisions of the AGREEMENT. NOTE:People For Active Transportation (PATH) ("CONTRACTOR') and/or Secure Bikeshare Hawaii, LLC shall include the County of Hawaii and its officers and employees as an Additional Insured as respect General Liability. 21.AUTHORITY OF THE ADMINISTRATOR: The ADMINISTRATOR shall decide any . question or dispute concerning any provision of the AGREEMENT,which may arise during its performance. The ADMINISTRATOR's decision shall be final and binding upon all parties unless the same is fraudulent or capricious or arbitrary or so grossly erroneous as necessarily to imply bad faith or is not supported by substantial evidence, provided that nothing herein shall be construed as making the final and binding any decision of the ADMINISTRATOR on a question of law. Pending final decision of any dispute or question, the CONTRACTOR shall proceed diligently with the performance under .this AGREEMENT in accordance with the decision of the ADMINISTRATOR. 22. LAWS AND REGULATIONS: The CONTRACTOR shall be responsible for being fully informed of all state and federal laws, ordinances, codes, rules and regulations, which in 7 any manner may affect this AGREEMENT and the performance thereof, including but limited to: a. Federal clauses and certifications as required by the Federal Transit Administration (FTA) and attached as Exhibit D; b. All sections of the Hawaii County Charter and Hawaii County Code; c. Chapter 103, Hawaii Revised Statutes, as amended, relating to expenditure of public money except that this agreement is exempt from Chapter 103D, Hawai'i Revised Statutes pursuant to 103D-102(b)(2)(A). d. Chapter 378, Hawaii Revised Statutes, as amended, relating to fair employment practices; e. Chapter. 489, Hawaii Revised Statutes, as amended,. relating to discrimination in public accommodations; f. Chapter 396, Hawaii Revised Statutes, as amended, relating to occupational safety and health; and g. Chapter 386, Hawaii Revised Statutes, as amended, relating to worker's compensation law; and h. Nondiscrimination Clause: During the performance of this AGREEMENT, the CONTRACTOR agrees as follows: I. The CONTRACTOR shall comply with all requirements set forth in Federal and State laws and regulations relative to Title VI of the Civil Rights Act of 1964, as amended, which provide for non-discrimination in federally assisted programs. II. The CONTRACTOR shall not discriminate against any employee or applicant for employment because of race, ancestry/national origin, religion, color, disability, age, marital status, military status, veteran's status, sex, gender identity, sexual orientation, pregnancy, lactation, arrest and court record, citizenship, or any other classification protected by state or Federal law. The CONTRACTOR shall assure that applicants are employed and that employees are treated during employment without regard to race, ancestry/national origin, religion, color, disability, age, marital status, military status, veteran's status, sex, gender identity,sexual orientation, pregnancy, lactation, arrest and court record, citizenship, or any other classification protected by State 8 or Federal law. Such action 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. The CONTRACTOR agrees to post in conspicuous places notices to be provided by the contracting officer setting forth the provisions of the nondiscrimination clause. Ill. The CONTRACTOR shall in all solicitations or advertisements for employees placed by or on behalf of the CONTRACTOR, state that all qualified applicants shall receive consideration for employment without regard to race, ancestry/national origin, religion, color, disability, age, marital status, military status, veteran's status, sexual orientation, lactation, arrest and court record, citizenship, or any other classification protected by State or Federal law. In the event of the CONTRACTOR's noncompliance with the nondiscrimination clauses of the contract, this contract may be canceled or suspended in whole or in part and the CONTRACTOR may be declared ineligible for further COUNTY contracts until such time that the CONTRACTOR by satisfactory evidence, in good faith, ceases such discriminatory practices or procedures. IV. If the CONTRACTOR subcontracts any portion of the contract, it shall assure the County that such subcontractor shall abide by the nondiscrimination provisions stated herein and' agrees that any subcontractor who is found in violation of such provisions shall subject the principal CONTRACTOR's contract with the COUNTY to be terminated or suspended as hereinabove stated. V. The COUNTY may direct any bidder, prospective contractor, or subcontractor to submit a statement in writing signed by an authorized officer, agent, or employee of the contracting party that the signer's practices and policies do not discriminate on the grounds of race, ancestry/national origin, religion, color, disability, age, marital status, military status, veteran's status, sexual orientation, lactation, arrest and court record, citizenship, or any other classification protected by State 9 11 or Federal law, and that the terms and conditions of employment under the proposed contract shall be in accordance with the purposes and provisions stated herein. VI. The CONTRACTOR shall comply with all such present county, state and federal laws, ordinances, codes, rules and regulations, and all amendments thereto. If any discrepancy or inconsistency is discovered between this AGREEMENT and,such law, ordinance, code, rule or regulation,the CONTRACTOR shall forthwith report the same in writing to the ADMINISTRATOR. 23. REMEDIES NOT EXCLUSIVE: The express provision herein of certain measures that may be exercised by the COUNTY for its protection shall not be construed to preclude the COUNTY from exercising any other or further legal or equitable right to protect its interests. 24. FORUM SELECTION: No action or proceeding involving this AGREEMENT shall be commenced by either party except in the Circuit or District Courts of the Third Circuit, County of Hawaii, State of Hawaii, and no action commenced in such court shall be removed or transferred to any other state or federal court. 25. CONTRACTOR'S FAILURE TO COMPLY WITH ALL REQUIREMENTS OF CONTRACTUAL CONDITIONS: The CONTRACTOR's failure to comply with any and all of the conditions of this AGREEMENT referenced herein and made a part hereof, may result in the denial or rejection of future funding to the CONTRACTOR from the COUNTY. 26. CONSTRUCTON OF CONTRACT: The masculine shall be deemed to embrace and include the feminine and the singular shall be deemed to embrace and include the plural, whenever required in the context of this AGREEMENT. 27. NON-DEBARMENT REQUIREMENTS. The CONTRACTOR certifies, and, if the County, State of Hawai'i or the United States Federal government requires, shall further certify that they were not debarred by the State of Hawaii or the United States Federal government at the time of submitting a proposal, and hereby certifies and will further certify that the CONTRACTOR shall immediately notify the COUNTY should their debarment status change anytime during the term of the AGREEMENT. 28. CAMPAIGN CONTRIBUTIONS BY STATE AND COUNTY CONTRACTORS PROHIBITED: CONTRACTOR agrees to comply with Hawai'i Revised Statutes Section 11-355, which states that campaign contributions are prohibited from a State and County government CONTRACTOR during the term of the contract if the CONTRACTOR is paid 10 with funds appropriated by the legislative body between the executions of the contract through the completion of the contract. GENERAL TERMS AND CONDITIONS:All in strict accordance with the terms and conditions of this Agreement, it is understood that this AGREEMENT includes as a part hereof the General Terms and Conditions, dated May 10th 2023, Exhibit E. If any conflicts between these terms arise, the General Terms and Conditions in Exhibit E shall prevail. IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT effective as of the date first above written. APPROVAL RECOMMENDED COUNTY OF HAWAI'I By: By: C. Kimo Alameda Ph. D. Mass Transit Administrator Mayor / Date: Cd $/2C Date: . I APPROVED AS TO FORM AND PEOPLE FOR ACTIVE LEGALITY TRANSPORTATION HAWAI'I d (JIB%M1 By: Deputy Corporation Counsel Presiden , Boardlf Directors Date: Date: 6—I2 -I2 I i 11 • STATE OF HAWAII ) SS. . COUNTY OF-HAWAII ) On rh,b(7�S , before me appeared 21 O/CEtigida_716/0741712- . , to me personally known, who, being by me duly sworn, did say that Ae, is the 8D aril Plee-f/dcria/" of Ph-TM a Hawaii corporation; that the seal affixed to the foregoing instrument is the corporate seal of said corporation; that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors; and the said Pa0(h ►rc f j cv /€4 1,/ . acknowledged said instrument to be the free and ee f said corporation. / ```�a�unrrrrnrrrr pOPVOA,'/., ���•``�C, � Notary Public, State of Hawaii WPRY �, ,Pvat-‘c ` �� My commission expires: ✓� -e• 2 22 i� /ssion N\- ��r'rrrrrrrnrnu��"��„ ' I Doc.Date: ,57a) 1.0-0 A b #Pages: /1 A Name:1j 'O- '/f 1 h �i /p OrzD Circuit Doc. Description: cerinj''GLL.✓)-t• Q r • at 1.116 • a 1 • COUNTY OF HAWAII CERTIFICATION OF AVAILABILITY OF FUNDS I hereby certify that on the date of filing of this contract with the Director of Finance, there remains an unexpended amount of $ 240,000.00 1025-31-31502-530115 sufficient to cover the obligation of the County of Hawaii under this contract in fiscal year 2026-2027. Contract Title: Bikeshare System Operation and Maintenance. • Vendor: People for Active Transportation Hawaii (PATH) • Requisition No: R2700152 Director of nance Date: July 9, 2026 County of Hawaii is an Equal Opportunity Provider and Employer MASS TRANSIT AGENCY EXHIBIT A-I PROJECT BUDGET COUNTY OF HAWAII MASS TRANSIT AGENCY SCOPE OF WORK I. APPLICANT INFORMATION: A. Brief history of the applicant organization. Include the date of incorporation as a non-profit organization, if applicable, or the date of the organization (use attachments where appropriate): PATH is a grassroots 501(c)(3) non-profit bicycle and pedestrian advocacy organization incorporated on June 5th, 1986. Our mission is to safely connect people and places on Hawai'i Island with pathways and bikeways. PATH believes that a sustainable island and a healthy population require safe places to walk and bicycle, to and from school, to the shoreline and mountains, to work and to play. Founded in 1986, PATH's focus is on traffic safety education and creating a safe environment on roadways and trails for recreation, fitness and alternative modes of transportation. PATH has created a number of first-in-the-state in-school bicycle and pedestrian safety programs. PATH also facilitates a thriving Safe Routes to School program that addresses traffic safety education and safety improvement in school zones across the island. In 2015, the County of Hawai'i Department of Research and Development asked PATH to launch and manage the HIBIKE project in the County of Hawai'i. We established Bikeshare • Hawai'i Island, now called HIBIKE, a non-profit model project, as a low-cost, flexible transportation service that provides on-demand access to a network of rentable bicycles.With authorization from the Hawai'i County Council, the County funded the HIBIKE pilot project with $250,000 and launched on August 29, 2016 with 3 stations and 32 bicycles in Kona. The HIBIKE system was expanded in August 2019 to include 4 stations and 36 bicycles in Hilo and 3 additional stations and 27 bicycles in Kona. The total system now consists of 23 stations and 175 bicycles and 30 e-bikes. Rider Subscriptions Rates: • Casual Ride $4.50 + tax per'/z hour Monthly 60 Minute for$25+tax per month—unlimited 60-minute rides Monthly 30 Minute for$20+tax per month-unlimited 30-minute rides 13 Hele-On riders can receive unlimited HIBIKE rides for 30-minute periods by presenting a code from the bus operator. PATH is also running a pilot project to include a QR code on the Hele-On and in the transit hub so riders can now utilize the QR code to access the unlimited ride program. Riders can sign up for membership on the Bikeshare website: www.hawaiiislandbike.com./ Station Locations: ae oL'o a tai n wto SXt SY�d`e `. . '> 0 ze - -� la t R - 3 • M r aai`r •4 ,w _ h L •Hale Halawai Park Ali'i Drive and Hualalai Rd 9 Kahakai Street(in front of Huggo's On the Rocks restaurant) 9 Kipapa Park across from Magic Sands 9 • Kona Searidge Condo on Ali'i Drive 9 Ali'i Drive south of Kahaluu Beach Park by southern bus stop on makai 12 side Kona Commons by AT&T store 9 The Brewery Block by Umeke's and Sushi Shiono 6 Kuakini Highway at Coconut Grove, across from UofN 9 Kona Community Aquatics Center 9 Luhia & Eho 9 Kamehameha III &Alii Parkway (below Keauhou Shopping Ctr.) 9 Ehukai & Kaleiopapa 9 Ane Keohokalole Hwy. at the West Hawaii Civic Center 9 '"'-: "'''�'.xx r^''�c�'��' v="^�'"t ;Edi4; � �.. ��-rr+c��.�_..-,,�,.� _,;i�p:,,,., p°-v-s;,•����w:y*���ts-�-�r��x a..�t.,"�y.,. ."• c f a �a„`n`kvri"� t r.,. zr s' � �a a •��t:{� ' . ',"�- ,�� � -��.: `=Sia�yro �LoCay`1o��Eas Sii�'e-.,,a?�:` �„`.���.;.�w��sk ,�._ � r��� �"�^2��y� hN �..�-� '� �"�.i,� .3"" �v-." ' `i-'��r.��y 3` S^ y 1��3�� .b � }`I'�.,,;.t'"N �' � '-.``a,� 63:a`I'3f�.F-. 3E:.yy``� � 7•`?'4V�-ems �,,: Fo-, ,yF.y"c.. 'n:�n ? `Y'. y: -- -w„ ' S; .,1.•hi'a{ 4J5.. 'v.^. 5,� `a��G �'Jlp�i:�. � tot-..�_y4 .`�+r..-;ir'x�."+z� Grand Nani Loa Hotel 9 Banyan Drive and Lihiwai Street across from Lili'uokalani Park 9 Hawai'i County Building on Aupuni Street 9 Mo'oheau Park along Bayfront Trail 9 Kilauea & Ponohawai at the Bayfront Trail 9 Silva & Kalanianaole (across from Hilo Harbor) 9 Lanikaula across from University of Hawaii 9 Kawili Near Hinano (in front of Hawaii Community College) 9 Onekahakaha Beach Park 9 Kealoha Beach Park 9 The Transit and Multi-Modal Transportation Master Plan for Hawai'i County calls for support of the HIBIKE system to continue the operations, balancing, customer service, publicity, and administration of the program. Usage fees should be established to cover up to half the administrative cost with the goal of becoming self-sustaining. B. Main source(s) of financial support: In 2025 the HIBIKE program of financial support came from: 1. HIBIKE user fees 2. HIBIKE sponsorship from Kona Brew, Magics, Umeke's HICO, Willie's Hot Chicken 3. Operational Support from County of Hawaii Mass Transit Agency 14 IL NEED FOR PROJECT: The County of Hawai'i Mass Transit Agency has deemed HIBIKE as a viable desirable, valuable, and feasible addition to the transit system. Over the course of the HIBIKE pilot project key themes that emerged relating to the public travel experience and travel options include: • HIBIKE helps reduce traffic congestion and improve automobile and transit times. • HIBIKE expands transportation options, increasing walking, bicycling, and enabling more people to use transit. • HIBIKE fills gaps in the Hele-On transit system acting as a"first/last mile" option. • HIBIKE seamlessly integrates with the Hele-On Bus. • HIBIKE creates an intergenerational bicycling culture in Kailua-Kona that normalizes the bicycle for transportation and recreation, stimulates public support for expanding bicycle infrastructure. Under the membership options designed with Hawai'i County residents in mind, the more you use the system the greater the value of the membership fee, and the farther your transportation dollars invested in HIBIKE membership goes. Additionally, HIBIKE has demonstrated in Honolulu and cities across the U.S. the ability to improve local environmental health, energy sustainability, quality of life, public health, and economic activity. No other form of public transportation is able to unlock such wide-ranging benefits for the same modest level of capital funds. As the HIBIKE system reaches its optimal station density, there will be significant potential to benefit elderly, disabled, minority, and low-income populations. HIBIKE offers these populations increased accessibility to bicycles that make transit trips more efficient or can replace the need for a personal vehicle, saving communities time and money. Also, HIBIKE has a better safety track record than private biking. The 2016 Bikesharing and Bicycle Safety report issued by the Mineta Transportation Institute finds that, "Collision and injury rates for bikesharing are lower than previously computed rates for personal bicycling. Experts and focus group participants independently pointed to bikesharing rider behavior and bikesharing bicycle design as possible factors. In particular, bikesharing bicycles are generally designed in ways that promote stability and limited speeds, which mitigate the conditions that contribute to collisions." Seniors and retirees can benefit from HIBIKE as an active recreation option and/or alternative to driving. Between 1995 and 2009,,the most recent year for which National Household Travel Survey data is available, the rise in,biking among people ages 60-79 accounted for 37 percent of the total nationwide increase in bicycle trips. HIBIKE memberships can contribute to lowering the transportation costs of households and make transit trips more efficient by proving a first mile/last- mile connection. PATH regularly offered free Adult Bike Safety Skills Training classes designed for riders of all skill levels and held them in Hilo and Kona in 2025. We make the HIBIKE bicycles available for participants who are thinking about"getting back into biking" but do not have a bicycle at the time of the class. PATH also worked with the Hawai'i Island Community Health Center and their 15 Diabetes Prevention Program, offering bicycle skills programs. III. PROJECT DESCRIPTION Location of Project: Kailua-Kona, and Hilo Hawai'i A. Number of Persons Who Will Benefit: Approximately 15,000 residents and visitors B. Project Description (give a brief description of the work that will be done with the funds requested, including a timeframe) • The support being requested will fund the continued day to day operation of the Kailua-Kona and Hilo Bikeshare systems called HIBIKE • The development and implementation of a more robust membership program that will allow "unbanked" residents to sign up for Bikeshare membership without having to have a credit card; • The expansion of the HIBIKE system with the addition of 12 stations split between Hilo and Kailua-Kona. Three (3) stations will be fifty (50)feet and nine (9) stations will be forty (40)foot stations. • Introduction of e-bicycles. • Addition of GPS trackers.on bicycles. Our long-term goal is to demonstrate the ability of HIBIKE to improve local environmental health, energy sustainability, quality of life, public health, and economic activity, and more robust transportation options, among other key urban livability indicators. No other form of public transportation is able to unlock such wide-ranging benefits for the same modest level of capital and operating investment. Unbanked Program 1. If an unbanked person requests access to the HIBIKE system, PATH's Contractor will provide them with a website link to the signup form. 2. The person will complete the form, sign, and either email or mail PATH's Contractor the completed form. A valid ID as well as an image of the person holding the ID for confirmation would be required. 3. Once received, PATH's Contractor will need two(2) business days for processing. Within this period if any information is missing or not.valid PATH's Contractor will reach out to the person for correction. 4. Once completed, the person would need to pay via invoice or use a prepaid card credit card with a Visa/Mastercard/American Express logo on the PATH's Contractor website to access the bikeshare system. If a Hele-On passenger, then the passenger would enter the code into the bikeshare system app or kiosk to unlock bicycle. 5. The person will pay for the initial subscription fee using the website link and their prepaid card with a Visa/Mastercard/American Express logo. 6. Once payment has been made, their account will be active within 24 hours. If they • do not have access to a smartphone, a key card will be mailed to the person and their account will become activated at the time the person activates the key card. 16 7. Accounts will be manually monitored by PATH's Contractor and payments will be manually processed. If any payment does not go through for extra time the account will manually be suspended until payment has been made. • GPS Unit Update Addition of Tack GPS Unit which includes the supply and installing of tracking devices to the entire bicycle fleet (existing and expansion). This would include the charger, installation, and bicycle upgrades by PATH's Contractor. Electric Bicycle Pilot Program • 30 E-Fit Bicycles would be included into the revised expansion quote by PATH's Contractor and will be added to the system pending insurance coverage. Batteries would be swapped every two (2) to three (3) days. PATH has spoken with the Navahine Project and is looking for additional ways to incorporate the e-bikes into the HI BIKE fleet. • 17 EXHIBIT A-2 PROJECT BUDGET COUNTY OF HAWAI`! MASS TRANSIT AGENCY PATH Bikeshare Fixed Expenses FY26/27 • Bikeshare Expenses Monthly Annual Secure Bikeshare Hawai'i LLC (Subcontractor) (COUNTY share) $20,000.00 $240,000.00 PATH Staff Wage ,$ 2,275.00 $ 27,300.00 • Payroll Taxes & Fees $ ' 632.00 $ 7,584.00 Health Benefits $ • 881.00 $ 10,572.00 Ronda Robertson (Accounting Services) $ 480.00 $ 5,760.00 $ 24,268.00 $291,216.00 18 • 1 EXHIBIT— B PROGRESS REPORT FORM COUNTY OF HAWAI'l MASS TRANSIT AGENCY CONTRACT/AGREEMENT NO.: Organization Name: Project/Program Title: Contact Name: Title: Contact Telephone No.: , For the Period of to Please submit-this completed and signed Progress Report Form that addresses each of the following five (5) points. Use additional pages as needed. 1. Discuss how the County funds were used during the period in the development and implementation of the program. 2. Discuss the status of work completed, and any major adjustments that have been necessitated or proposed to date in detail. 3. Describe the next major steps for this program. 4. Add any additional comments as desired and/or requested by the Agency's program manager. 5. Attached copies of news articles, advertisements, flyers, brochures, promotional • materials on this project that you have collected to date if applicable. Submitted by: Accepted by: Contractor's Signature Program Manager's Initials Date: Date: 19 EXHIBIT—C FINAL REPORT FORM COUNTY OF HAWAI'I MASS TRANSIT AGENCY CONTRACT/AGREEMENT NO.: Organization Name: Project/Program Title: Contact Name: Title: Contact Telephone No.: For the Period of to Please submit this completed and signed Progress Report Form that addresses each of the following five (5) points. Use additional pages as needed. 1. Discuss the results of your program in detail. 2. Describe how this program could be improved. 3. Describe the any expansions planned for the next year for this program. 4. Add any additional comments as desired and/or requested by the Agency's program - manager. Attached copies of news articles, advertisements, flyers, brochures, promotional materials on this project that you have collected to date if applicable. Submitted by: Accepted by: Contractor's Signature Program Manager's Initials Date: Date: 20 EXHIBIT-D FEDERAL CLAUSES AND CERTIFICATIONS • • 21 • EXHIBIT— D FEDERAL CLAUSES AND CERTIFICATIONS In addition to other provisions required by the County of Hawai'i, all contracts made by the non- Federal entity under the Federal award must contain provisions covering the following: (A)Contracts for more than thesimplified acquisition threshold, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as.authorized by 41 U.S.C. 1908, must address administrative,contractual, or legal remedies in instances where contractors violate or breach. contract terms, and provide for such sanctions and penalties as appropriate. (B)All contracts in excess of$10,000 must.address termination for cause and for convenience by the non-Federal entity including the manner-by which it will be effected and the basis for settlement. (C)The Agency is an Equal Opportunity Employer.As such, the Agency'agrees to• comply with all applicable Federal civil rights laws and implementing regulations.Apart from iriconsistent requirements imposed by Federal laws.or regulations, the Agency agrees.to comply with the requirements of 49 U.S.C.§5323(h)(3)by not using any Federal assistance •awarded by FTA to support procurements using exclusionary or discriminatory specifications. UnderthisContract,•the Contractor shall at all times comply with the following requirements •and shall include these requirements in each.subcontract entered into as part thereof_ 1. Federal Equal Employment Opportunity(EEO)Requirements.These include, but are not limited to: a. Nondiscrimination in Federal.Public Transportation Program.s,49 U,S.C.§5332, covering, projects, programs, and activities financed under 49 U.S.C. Chapter 53, prohibits- discrimination on the basis of,race,,color, religion, national.origin,sex(including sexual orientation and gender identity),disability, or age, and prohibits discrimination in employment or business opportunity. b.'Prohibition against Employment Discrimination.Title VII of the Civil Rights Act of 1964, as amended,42 U.S.C. §2000e, and Executive Order No; 11246,"Equal Employment Opportunity," September 24, 1.965, as amended, prohibit discrimination in'employment on the basis of race, color,.religion, sex, or national origin. 2. Nondiscrimination on the Basis of Sex. Title IX of the Education Amendments of 1972, as amended, 20 U.S.C. § 1681 et seq. and implementing Federal regulations, "Nondiscrimination on the Basis of Sex in Education Programs or Activities Receiving Federal Financial Assistance,"49 C.F.R. part 25 prohibit discrimination on the basis of sex. 3. Nondiscrimination on the Basis of Age.The"Age Discrimination Act of 1975,"as amended,42 U.S.C. §6101 et seq., and Department of Health and Human Services implementing regulations, "Nondiscrimination on.the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,"45 C.F.R. part 90, prohibit discrimination by participants in federally assisted programs against individuals on'the basis of age.The Age Discrimination in Employment Act(ADEA), 29.U.S.C..§621 et seq., and Equal Employment Opportunity Commission(EEOC)implementing regulations, "Age Discrimination in Employment Act,"29•C.F.R. part 1625, also prohibit employment discrimination against individuals•age 40 and over on the basis of age. 4. Federal Protections for Individuals with Disabilities.The Americans with Disabilities Act of 1990, as amended (ADA),42 U.S.C. § 12101 et seq., prohibits discrimination against qualified individuals with disabilities in programs, activities,and services, and imposes • specific requirements on public and private entities.Third party contractors must comply with their responsibilities under Titles I, II, Ill, IV, and*V of the ADA in employment, public services, publicaccommodations,'telecommunications, and other provisions, many of which are subject to regulations issued by other Federal agencies.. • 5. Promoting Free Speech and Religious Liberty.The Contractor shall ensure that Federal funding.is expended in full accordance with the U.S. Constitution, Federal Law,and 'Statutory and public policy requirements:including, but not limited to,.those protecting free speech, religious liberty;public welfare,the environment, and prohibiting discrimination. (D) Federal.Changes.49 CFR Part 18 Federal Changes-Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. (E)Incorporation of Federal Transit Administration(FTA)Terms-The provisions within include, in part,'certain Standard Terms and Conditions required by DOT,whether°or not' expressly set forth in the preceding contract provisions.All contractual provisions required by DOT, as set forth in the current FTA Circular.4220 are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Contract.The Contractor shall not perform any act,fail to perform any act, or refuse to comply with'any request which would cause a violation of the FTA terms and conditions. • (F) Federal Government is not a party to this Contract.The Agency and Contractor .acknoWledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Contract,,absent the express written consent by the Federal Government,the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to the Agency, Contractor or any other party(whether or hot a party to that contract)pertaining to.any matter resulting from the underlying Contract.The Contractor agrees to include•the above clause in.each subcontract financed in whole or in part with Federal assistance°provided by the'FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. (G)Clean Air Act(42 U.S.C. 7401-7671q.)and the Federal Water Pollution Control Act(33 U.S.C. 1251-1387), as amended—Contracts and subgrantsof amounts•in excess of$150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act(42 U.S.C. • 7401-7671q)and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the.Regional Office of the .Environmental Protection Agency(EPA). (H)Debarment and'Suspension (Executive Orders 12549 and 12689)—A contractaward.(see 2 CFR 180.220) must not be made to parties listed on the govemmentwide exclusions in the 'System for A.vard Management(SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549(3 CFR part 1996 Comp., p. 189)•and 12689 (3 CFR pert 1989 Cornp,, p. 235),"Debarment and Suspension."SAM Exclusions contains the names of parties.debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. (I),Byrd Anti-Lobbying Amendment(31 U:S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each'tier certifies to the tier above that it will.not and has not used Federal appropriated"funds to pay any person or organization for influencing or attempting to.influence ah officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of. Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier • to tier up to the non-Federal award. (J) Disclosures. The non-Federal entity or.applicant for a Federal-award must disclose, in a timely manner, in writing to the Federal awarding agency or pass-through entity all violations of Federal criminal law involving fraud, bribery, or gratuity violations potentially affecting the Federal award. Non-Federal entities that have received a Federal award including the term and•condition outlined in appendix XII to this part are required to report certain civil, criminal, or admihistrative proceedings to SAM (currently FAPIIS). Failure to make required disclosures can result in any of the remedies described in 200.339. (See also 2 CFR part 180, 31 U.S.C. 3321, and 4i U.S.C. 2313.) (K)Access to Reports and Records 1. Record Retention.The'Contractor will retain, and will require its subcontractors of all tiers to retain, complete and readily accessible records related in whole or in part,to the contract, Including, but not limited to,_data, documents, reports, statistics,sub-Contracts, leases, subcontracts, arrangements, other third party Contracts of any type, and supporting materials related to.those records. 2. Retention Period.The Contractor:agrees to comply with the record retention requirements in accordance with 2 C.F.R. §200.333.The Contractor shall maintain all books, records, accounts and reports required under this Contract for a period of at not less than three(3) • • years after the date-of termination orexpiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case records shall be maintained until the disposition of all such litigation, appeals,claims or exceptions related thereto. 3.Access to Records.The Contractor agrees to provide sufficient access to FTA and its contractors to inspect and audit records and information related to performance of this contract as reasonably may be requiired. 4.Access to the Sites of Performance.The.Contractor agrees to permit FTR'and its contractors access to the sites of performance under this contract as reasonably may be required. (L)Americans with Disabilities Act.The contractor agrees to comply with the requirements of.49 U.S.C. §5301 .(d),which states the Federal policy that the elderly and persons with disabilities have the same right as other persons to Use mass transportation service and facilities, and that special efforts shall be made in planning and designing those services and facilities to implement that.policy.The contractor also agrees to comply with all .applicable requirements of section:504 of the Rehabilitation Act of 1973, as amended,29 U.S.C..§794, which prohibits discrimination on the basis of handicaps,with the Americans with Disabilities Act of 1990 (ADA), as amended,42 U.S..C. §§ 12101 et seq.,which requires that accessible facilities and services be made available to persons with disabilities, including any subsequent amendments to that Act, and with the Architectural Barriers act of 1968, as amended,42 U.S.C. §§4151 et seq., which requires that buildings and public accommodations be accessible to persons with disabilities, including any subsequent amendments to that Act. In addition, the contractor agrees to comply With any and all applicable requirements.issued by the FTA, DOT, DOJ, U.S. GSA, U.S. EEOC,.U.S. FCC, any subsequent amendments thereto and any.other nondiscrimination statute(s)that may apply to the Project. (M) Energy Conservation.The contractor agrees to comply with mandatory standards and policies relating to energy efficiency,which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. (N)'Disadvantaged Business Enterprise(DBE).The contractor or subcontractor shall not discriminate on the basis of race,color,national origin,or sex in the performance of this contract.The contractor shall carry out applicable requirements of 49 C.F.R. part 26 in the 'award and administration of DOT-assisted contracts. Failure by the contractorto carry out these requirements is a material breach of this contract,Which may result in the termination of this contract or:such other remedy as the Agency deems appropriate,which may include, but is not limited to: a. Withholding monthly progress payments; b.Assessing sanctions; c. Liquidated damages; and/or. .d. Disqualifying the contractor from future bidding as non-responsible.49 C.F.R. §26.13(b). Prime contractors are required to pay subcontractors for satisfactory performance•of their contracts no later than 30 days from receipt of each payment the Agency makes to the prime contractor.49 C.F R. §26:29(a),Finally,for contracts With defined DBE contract goals,each FTA Recipient mustinclude in each prime contract a provision stating that the contractor shall utilize the specific DBEs listed unless the contractor obtains the Agency's written consent; and that, unless the Agency's consent is provided,the contractorshall not be entitled to any payment for work or Material unless it is performed'or supplied by the listed DBE.49 C:F.R. § 26:53(t) (1). It is the policy of the Agency and the United States'Department of Transportation("DOT") that Disadvantaged Business Enterprises("DBE'?),as defined herein and in the Federal regulations published at 49 C.F.R. part26, shall have an equal opportunity to participate in DOT-assisted contracts. (0)Preventing Personal Conflicts of Interest(Jun 2020) 1. Definitions.As used in this clause— a. Acquisition function closely associated with inherently governmental functions means • supporting or providing advice or recommendations with regard to the following activities of a Federal agency: (i) Planning acquisitions. (ii) Determining what supplies or services are to be acquired by the Government, including developing statements.of work. (iii)Developing or approving any contractual documents, to include documents defining requirements, incentive plans, and evaluation criteria. (iv) Evaluating contract proposals. (v)Awarding Government contracts. (vi)Administering.contracts(including ordering changes or giving technical directiori in contract performance or contract quantities, evaluating contractor performance, and accepting or rejecting contractor products or services). (vii)Terminating contracts. .(viii) Determining whether contract costs are reasonable, allocable, and allowable. b. Covered employee means an individual who performs an acquisition function closely associated with inherently governmental functions and is— .(i)An employee of the contractor; or (ii)A subcontractor that is a self-employed individual treated.as a covered employee of the contractor because there is no employer to.whom such an individual could submit the required disclosures. c-. Non-public,in formation means•any Government or third-party information that- (I) Is exempt from,disclosure under the Freedom of.information Act(5 U.S. C.552) or otherwise protected from,disclosure by statute, Executive order, or regulation;-or (ii) Has not been disseminated to the general public and the Government has not yet determined whether the information can or will be made available to the public. • d. Personal•conflict of interest means a situation in which a covered employee has a.financial interest,.personal activity, or relationship that could impair the employee's ability to.act impartially and in the best interest of the Government When performing under the contract. (A de minimis'interest that would not"impair the employee's ability to act impartially and in the best interest.of the Government"is not covered under this definition.) (I)Among the.sources of personal conflicts of interest are- 1. Financial interests of the covered employee, of close family members, or of other members of the covered employee's household; 2. Other employment or financial relationships,(including seeking or negotiating for prospective employmeritor business); and 3. Gifts, including travel. (ii) For example,financial interests referred to in paragraph(1) of this definition may arise from- (. Compensation, including wages, salaries, commissions,.professional fees, or fees for business referrals; 2. Consulting relationships(including commercial•and professional consulting and service arrangements,'scientific and technical advisory board memberships, or serving as an expert witness in litigation); 3. Services provided in exchange for honorariums or travel expense reimbursements; 4. Research funding or other forms of research support; 5. Investment in the form•of stock or bond ownership or partnership interest(excluding diversified mutual fund investments); 6. Real estate investments; 7. Patents, copyrights, and other intellectual property interests; or 8. Business ownership and investment interests. 2. Requirements.The Contractor shall— rr a. Have procedures in place to screen covered employees for potential personal conflicts of interest, by- (i) Obtaining and maintaining from each covered employee,when the.employee is initially assigned to the task under the contract;.a disclosure.of interests that might be affected by the task to which the employee has been assigned, as follows: 1. Financial interests.of the covered employee, of close family members,•or of other members ofthe covered employee's household. 2. Other employment or financial relationships of the covered employee(including seeking or negotiating.for prospective employment or business). 3. Gifts, including travel; and (ii) Requiring each covered employee to update the disclosure statement whenever the employee's personal or-financial circumstances change in such away that a new personal conflict of interest might Occur because of the task the covered employee is performing. • b. For each covered employee— (I) Prevent personal conflicts of interest, including not assigning or allowing a covered employee to perform any task under the contract for which the Contractor has identified a personal conflict of intetest-for the employee that the'Contractor or employee cannot. satisfactorily prevent or mitigate in consultation with the contracting agency; (ii) Prohibit use of non-public information accessed through performance of a Government contract for personal gain; and (iii) Obtain a signed non-disclosure agreement.to•prohibit disclosure•of non-public information accessed through performance of a Government contract. c. Inform covered employees of their obligation- (i)To disclose and prevent personal conflicts of.interest; (ii) Not to.use non-public information accessed through performance of a Government contract for personal gain; and (iii)To avoid even the appearance of personal conflicts of interest; d. Maintain.effective oversight to verify compliance with personal conflict-of.-interest safeguards; e.Take appropriate disciplinary action in the-case of-covered employees who fail to comply with policies established pursuant to this clause; and f.Report to the Contracting.Officer any personal conflict-of-interest violation by a covered employee as soon as it is identified.This report shall include a description of the violation and the proposed actions to be taken by the Contractor in response to the violation. Provide follow- up reports of corrective actions taken, as necessary. Personal conflict-of-interest violations include- f -(i) Failure by a covered employee to disclose a personal conflict of interest; (ii) Use by a covered employee of non-public information accessed through performance of a Government contract for personal gain; and • (iii) Failure of a covered employee to comply with the'terms of a non-disclosure agreement. •3. Mitigation or waiver. a. In exceptional circumstances, if the Contractor cannot.satisfactorily prevent a personal conflict of interest as required by paragraph(b)(2)(i) of this clause; the Contractor may submita request through the Contracting Officer to the Head of the Contracting Activity for- (i)Agreement to a plan to mitigate the personal conflict of interest; or (ii)A waiver of the requirement. •b.The Contractor shall include in the request any proposed mitigation of the personal conflict of interest. c.The.Con tractor•shall- (i)Comply, acid require compliance by the covered employee,with any conditions imposed by the Government as necessary to mitigate the personal conflict of interest; or (ii) Remove.the Contractor employee or subcontractor employee from performance of the • •contract or terminate the applicable subcontract. 4, Subcontracts.The Contractor shall include the substance of this clause, including this paragraph(d), in subcontracts— a.That exceed the simplified acquisition threshold, as defined in Federal Acquisition Regulation 2..101 on the date of subcontract award; and b. In which subcontractor employees Will perform acquisition functions closely associated with inherently governmental functions(i.e.,.instead of performance only by a self-employed individual) (P)Contractor Employee Whistleblower Rights.(Nov 2023) .1. This contract and employees'working on this contract will be subject to the whistleblower rights and remedies established at 41 U.S.C. 4712 and Federal Acquisition Regulation (FAR) 3.900 through"3.905.. 2.The Contractor shall inform its employees in writing,in the predominant language of the workforce,of employee whistleblower rights and protections under 41 U.S.C. 4712, as • described in FAR 3..900 through 3.905. 3.The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts.. • EXHIBIT-E GENERAL TERMS AND CONDITIONS COUNTY OF HAWAI'I MASS TRANSIT AGENCY END OF DOCUMENT 22 , _ • • .0 pAT People for Active Transportation . Hawai'i . Connecting People and Places PO Box 62,Kailua-Kona, Hawal'i 96745 www.pathhawaii.org Board of Directors .Cindy Armer May 12, 2025 Ta'mi MacAller • Melissa Braswell I Letter of Authority Claudia Hartz Harald Ebling I am writing to confirm that-Claudia Hartz is the,current President of PATH, and, as Chief Operations such, has.the authority to sign Contacts£t Grants.as per PATH bylaws Article V, Section 5' Officer Kelly Hudik "The president may sign,'with the secretary or any other proper officer of the Program Director • corporation thereunto authorized by'the directors, contracts, or other instruments which Paul Burke 'the directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the directors or by these bylaws to some other officer or agent of the corporation, or shalt be required by law to be otherwise signed or executed..." Warmest'aloha, � Mission A� -7L-e--e To champion and education on safe, Melissa Braswell accessible and active PATH Secretary transportation opportunities In communities • throughout Hawaii island Serving the Island of Hawaii since 1986 • xh � �yG r k _ STATE OF HAWAII STATE PROCUREMENT OFFICE CERTIFICATE OF VENDOR COMPLIANCE This document presents the compliance status of the vendor identified below on the issue date with respect to certificates required from the Hawaii Department of Taxation(DOTAX),the Internal Revenue Service,the Hawaii Department of Labor and Industrial Relations(DLIR),and the Hawaii Department of Commerce and Consumer Affairs(DCCA). Vendor Name: PATH PEOPLES ADVOCACY FOR TRAILS HAWAII DBA/Trade Name: PATH People for Active Transportation Hawaii Issue Date: 04/14/2026 Status: Compliant Hawaii Tax#: 40423786 New Hawaii Tax#: GE-0553932800-01 FEIN/SSN#: XX-XXX8675 UI#: XXX3000882 DCCA FILE#: 64183 Status of Compliance for this Vendor on issue date: Form Department(s) Status A-6 Hawaii Department of Taxation Compliant 8821 Internal Revenue Service Compliant COGS Hawaii Department of Commerce&Consumer Affairs Exempt LIR27 Hawaii Department of Labor&Industrial Relations Compliant Status Legend: Status Description Exempt The entity is exempt from this requirement Compliant The entity is compliant with this requirement or the entity is in agreement with agency and actively working towards compliance Pending A status determination has not yet been made Submitted The entity has applied for the certificate but it is awaiting approval Not Compliant The entity is not in compliance with the requirement and should contact the issuing agency for more information rr�p•�.•°•°.........;!q.�' • %959 •o • • • ° ..• yOoo° �• �r......... ............ os • �f Department of Commerce and Consumer Affairs CERTIFICATE OF GOOD STANDING I, the undersigned Director of Commerce and Consumer Affairs of the State of Hawaii, do hereby certify that PATH PEOPLE FOR ACTIVE TRANSPORTATION HAWAII was incorporated under the laws of Hawaii on 06/10/1986 ; that it is an existing nonprofit corporation; and that, as far as the records of this Department reveal, has complied with all of the provisions of the Hawaii Nonprofit Corporations Act, regulating domestic nonprofit corporations. IN WITNESS WHEREOF, I have hereunto set o, C E ANo my hand and affixed the seal of the eo Department of Commerce and Consumer o m a Affairs, at Honolulu, Hawaii. z � Dated:April 03, 2026 ,r � kajtViatte, O 5 STaT P``0 F x-" Director of Commerce and Consumer Affairs To check the authenticity of this certificate,please visit:http://hbe.ehawaii.gov/documents/authenticate.html Authentication Code:630314-COGS PDF-64183D2 SECUBIK-01 JSUMIDA .a►coRv- CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDnYYY) `•� 5/30/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RiGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. ' If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER NAME:CT Finance Insurance Ltd. PHONE FAX ' 1164 Bishop Street,Suite 400 (wc No,EA:(808)522 Z040 (a(c, • No):{808)522-2082 Honolulu,HI 96813 Whss,Info@financeinsurance.com INSURERS)AFFORDING COVERAGE NAIC INSURERA:Nautilus Insurance Company 17370 INSURED INSURER B:Golden Bear Insurance Company 39861 Secure Bike Share Hawaii LLC INSURER C: 529 Koula Street Bay 2 INSURER 0: Honolulu,HI 96813 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRY MCP TYPE OF INSURANCE ADOL SUBR POLICY NUMBER (MMIIDIYYVYI (FF MMIDD LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE ; 1,0003000 CLAIMS-MADE n OCCUR X BN968559 2/18/2026 2/18/2027 REEMAISEs EaaE enesi S 100,000 MED EXP(Any one person) $ 0 PERSONAL&ADVINJURY $ 1,000,000 GEML AGGREGATE LIMIT APPLIESPER: GENERAL AGGREGATE $ 2,000,000 X POLICY u j LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: S AUTOMOBILE LUIBIUTY • COMBINED SINGLE LIMIT $ _ ANY AUTO BODILY INJURY(Per person) $ _ OWNED ONLY AUTOS BODILY � INJURY(Per sodden') $ _ AUTOS ONLY _, AUTOS ONN (Peraccldenit GE $ $ B X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000,000 EXCESSLUU3 CLAIMS-MADE GBX18000111-01 2/26/2026 2/26/2027 AGGREGATE $ 2,000,000 0E0 RETENTIONS $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'UABILI Y Y/N STATUTE ER ANY EX NE/E ECUTIVE N/A E.L.EACH ACCIDENT $ Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ Ef yes describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached N more space is required) THIS APPLIES TO THE GENERAL LIABILITY AND EXCESS LIABILITY POLICIES-'This insurance conact is Issued by an insurer which is not licensed by the State of Hawaii and is not subject to its regulation or examination.If the insurer is found Insolvent,claims under this contract are not covered by any guaranty fund of the State of Hawaii. The certificate holder is named as additional insured as per the attached CG2013 Additional Insured-State or Governmental Agency or Subdivision or Political Subdivision-Permits or Authorizations Relating to Premises. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Peoples Advocacy for Trails Hawaii ACCORDANCEnWITH THE POLICY PROVISIONS.ATE CE WILL BE DELIVERED IN POBox62 Kallua Kona,HI 96745 AUTHORIZED 0111A)M10/411 RIIZEED REPRESENTATIVE fQ� ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. • • POLICY NUMBER: BN966517 COMMERCIAL GENERAL LIABILITY CG 20 13 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - STATE OR GOVERNMENTAL AGENCY OR SUBDIVISION OR POLITICAL SUBDIVISION - PERMITS OR AUTHORIZATIONS RELATING TO PREMISES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE State Or Governmental Agency Or Subdivision Or Political Subdivision: Peoples Advocacy for Trails Hawaii PO Box 62 Kailua Kona, HI 96745 Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section II — Who Is An Insured is amended to However include as an additional insured any state or 1. The insurance afforded to such additional • governmental agency or subdivision or political insured only applies to the extent permitted by subdivision shown in the Schedule, subject to the law; and following additional provision: This insurance applies only with respect to the 2. If coverage provided to the additional insured is following hazards for which the state or required by a contracto or agreement, the governmental agency or subdivision or olifical insurance afforded to such additional insured g y p will not be broader than that which you are • subdivision has issued a permit or authorization in required by the contract or agreement to connection with premises you own, rent or control provide for such additional insured. and to which this insurance applies: B. With respect to the insurance afforded to these 1. The existence, maintenance, repair, additional insureds, the following is added to construction, erection or removal of advertising Section III—Limits Of Insurance: signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, If coverage provided to the additional insured is hoist away openings, sidewalk vaults, street required by a contract or agreement, the most we banners or decorations and similar exposures; will pay on behalf of the additional insured is the or amount of insurance: 2. The construction, erection or removal of 1. Required by the contract or agreement;or elevators;or 2. Available under the applicable limits of 3. The ownership, maintenance or use of any insurance; elevators covered by this insurance. whichever is less. This endorsement shall not increase the applicable limits of insurance. rr nn AAP +n AA n__-4 _c 4