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FG160268LJ 1

RFQ No: FG160268LJ

REQUEST FOR QUOTATIONS

For

LOW INCOME FARE PROGRAM RESEARCH

TO ALL PROSPECTIVE OFFERORS:

TriMet seeks quotes from qualified vendors for the procurement of Low Income Fare Program

Research as specified in this Request for Quotations. Quotations are to be submitted usingTriMet’s Quote Forms (Section 1), and emailed, hand-delivered or mailed to the attention ofLinda Joy, Contract Administrator, TriMet Procurement & Contracts (PD), 1800 SW First

Avenue, Suite 300, Portland, OR 97201; email: [email protected]. Quotes must be received nolater than Apri l 22, 2016, at 11:30 AM, Pacifi c Time. Quotes are not publicly opened.

Offerors must register on TriMet’s Vendor E-Bid System at https://ebidexchange.com/trimet/. Ifsolicitation addenda are issued, only registered Offerors will be notified via email of theavailability of addenda for download. Acknowledgement of addenda wi ll be required.

Section 2 of this RFQ (Scope of Work and Specifications) outlines the products and serviceswhich will be required under the resulting Contract. TriMet shall award a Contract to the lowest

priced, responsive and responsible Offeror.

The base term of the Contract shall be for six (6) months, with TriMet’s unilateral option toextend the contract for two (2) additional one (1) month term.

Any questions concerning the scope of services or contractual requirements should be directedto me by email at [email protected] (preferred), or by phone at (503) 962-3036.

Linda JoyContract Administrator

Procurement & Contracts Department

Issue Date: April 7, 2016

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FG160268LJ 2

REQUEST FOR QUOTATIONS

For


SUMMARY OF CONTENTS

SECTION 1 – QUOTE FORMSSECTION 2 – SCOPE OF WORK AND SPECIFICATIONSSECTION 3 – SPECIAL CONTRACT PROVISIONSSECTION 4 – SAMPLE CONTRACT

EXHIBIT A – VENDOR PAYMENT SETUP FORM

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SECTION 1 – QUOTE FORMS

1.1 FORM OF BUSINESS

Full and Correct Name of Offeror:

Principle Business Address:

Phone:

Fax :

Email:

Website:

1. What form of business is your organization? (check one)

Sole Proprietorship

Partnership:LimitedGeneral

Corporation

2. If a corporation, when and where was your organization incorporated?

3. If a limited partnership, when and where is your organization certified?

4. If not certified or incorporated in Oregon, is your organization authorized to do businessin Oregon?

When was the authorization granted?

5. Certified Disadvantaged Business Enterprise: Yes No

If “yes,” please provide State of Oregon Office of Minority, Women and Emerging

Small Business (OMWESB) Certification Number:

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(For information on certification, contact OMWESB at: (503) 986-0069)

Because of the fact that federal funds may be utilized to pay for the goods and/or services to beacquired through this Contract, the following additional information is required to be provided:

6. What are the most recent annual gross receipts of your firm? Please respond by

indicating in which bracket the total fits:

Less than $500,000

$500,000 to $1,000,000

$1,000,000 to $2,000,000

$2,000,000 to $5,000,000

Greater than $5,000,000

7. Pursuant to ORS 279A and TriMet contracting rules, other public agencies shall havethe ability to purchase the awarded goods and services from the awarded Contractor(s)under terms and conditions of the resultant contract.

Any such purchases shall be between the Contractor and the participating public agencyand shall not impact the Contractor’s obligation to TriMet. Any estimated purchasevolumes listed herein do not include other public agencies and TriMet makes noguarantee as to their participation.

Any Contractor, by written notification included with their solicitation response, maydecline to extend the prices and terms of this solicitation to any and/or all other publicagencies.

Will your company participate in Intergovernmental Cooperative Purchasing?

Yes

No

If no, please explain below.

Company will not participate in Intergovernmental Cooperative Purchasing because:

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1.2 QUOTE FORM RFQ No.: FG160268LJ

Low Income Fare Program Research

The item prices on the Quote Form and Quote Pricing Sheets (if any) shall include any and all

installation, delivery/freight (FOB destination), financing, supervision, training, and all other suchcharges to accommodate the supply/service requirements of the contract. Vendor shall insert aprice for each line item specified on the Quote Pricing Sheets (if any). Additionally, Vendor shallcalculate and insert the total price where appropriate on the Quote Pricing Sheets and/or QuoteForm. Failure to provide prices for all items may result in rejection of the Quote.

Item DescriptionEst.Qty.

Unit x Unit Cost = Total

1.

Matrix of Program Summaries(as outlined in Section 2.2.1 –

Deliverables) 40 Hours x $ = $

2.

Potential Costs Models (asoutlined in Section 2.2.1 –


3.

Potential Funding Models (asoutlined in Section 2.2.1 –


4.

Final Project Report (as

outlined in Section 2.2.1 –Deliverables) 50 Hours x $ = $

A. Contract Total – (sum of Items 1-4 above) . . . $

The Total Quote Price is the sum of the estimated costs as listed on Price Form 1.2, and it mayor may not constitute full compensation for all work performed pursuant to the contract.

Offerors shall insert a price for each line item specified. Additionally, Offeror shall calculate andinsert the total price where appropriate on this Form. Failure to provide pricing for all items mayresult in rejection of the quote.

The undersigned offeror submits this quote to the Tri-County Metropolitan TransportationDistrict of Oregon (TriMet) in accordance with TriMet’s Request for Quotations (RFQ) andagrees that this quote constitutes a valid, firm offer that shall not be withdrawn sooner thanninety (90) days from the quote due date and time.

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This quote incorporates by reference, as if fully set forth in the quote, the full content of theRFQ. The person signing this Quote Form for the Offeror certifies that he or she is authorized bythe Offeror to sign on the Offeror’s behalf, and that the Offeror shall be bound contractually bythat signature. The documents enclosed with this quote shall be made a part of the Contract, ifthe Contract is awarded to this offeror. This quote is made without connection with any otherperson, firm, or corporation providing a quote for the same Contract and is in all respects fair

and without collusion or fraud.

Date: Name of Firm:

Signature: Title:

Name: Email:(Please Print)

Address: Phone:

Fax:

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FG160268LJ 7

1.3 RECEIPT OF ADDENDA

ADDENDA RECEIVED:

Addendum No.: Date Received: ___________________






If no addendum was received, write "None Received:"_________________________

Important Note: Solicitation addenda shall be electronically posted to TriMet’s VendorRegistration System, which can be accessed at www.ebidexchange.com/trimet. While TriMet isconfident in the full functionality of this system, as a legal matter, notification services offeredthrough the site are not guaranteed and users of the notification services offered through thesite are not guaranteed and users of the notification services are ultimately responsible forreviewing postings to the site. Failure to acknowledge receipt of an addendum may cause aquote to be rejected as non-responsive.

Date:

Signature:

Name:(please print)

Title:

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SECTION 2 – SCOPE OF WORK AND SPECIFICATIONS

2.1 Background

TriMet operates a fleet of approximately 652 transit buses, 127 light rail vehicles, 6 diesel

multiple-unit commuter rail vehicles, and 265 support vehicles within the Portland, Oregonmetropolitan area. TriMet is an Oregon municipal corporation created on October 14, 1969pursuant to Oregon Revised Statutes Chapter 267.

TriMet is interested in convening a regional collaborative to explore a low-income fare program.In order to establish the project’s parameters, we need to conduct preliminary research. Anumber of transit agencies have developed programs to increase transit access for low-incomeriders, such as the ORCA Lift Program chartered by King County Metro. Many of theseprograms are still in their infancy and their impacts are still being evaluated. Some programsprovide targeted or relatively modest benefits at a modest cost. Other programs, such as theone in King County, provide more comprehensive benefits but at a significantly higher cost.

TriMet’s upcoming migration to electronic fare (eFare) technology may provide a new set oftools to help the region achieve the goal of increasing transit access for low-income riders andminimizing administrative costs. To be effective, however, these tools would need to be pairedwith funding strategies to address the cost of providing even a modestly expansive general low-income fare program. Where additional resources would be required, careful consideration willbe given to balancing the resulting trade-offs.

The initial framework for any future programs adopted by the agency to help low-income ridersneed to embody four core tenets:

1. Sustainable: Funding is ongoing and costs are shared with regional partners.

2. Meaningful: Program is designed to address needs of low-income riders. Accessshould be convenient and easy for customers.

3. Targeted: Benefits should be directed to those that need them most, by way ofestablished eligibility criteria. Program employs eFare technology to maximize directimpact.

4. Manageable: Administering the program requires minimal cost and leverages existingagency agreements with nonprofits and community based organizations. Eligibilityshould be managed by organization(s) that have expertise in screening for income-based programs.

2.2 Scope of Work

A program that embodies these tenets will require a process by which TriMet, alongside keyregional stakeholders, works collaboratively to develop recommendations based on the mostcurrent information available. Investigating the feasibility of a broader low-income fare programcould benefit from a review of best practice approaches by other transit providers, andresearching the applicability of any future program across the metro area. As such TriMet isseeking a contractor to conduct the necessary research and complete the following tasks:

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1. Synthesize characteristics of peer low-income fare programs (e.g., verificationthresholds, subsidy levels, eFare applicability, agency costs, program fundingstructure, etc)

2. Determine potential cost to TriMet based on income eligibility thresholds of 150%,185% and 200% of the Federal Poverty Level (FPL), at 25%, 50%, 75% and 100%

end-user subsidy levels.

3. Determine potential revenues based on existing fare programs and/or fare purchases(e.g., DHS, Counties, Access Transit programs, etc), and summarize what kinds ofpartnerships could be formed to underwrite such a program (for example, is there away to get current partners or others to help pay for or administer the program?)

2.2.1 Deliverables

Over the course of the contract period TriMet staff will work with the selected contractor toprovide any needed TriMet information to help the contractor complete the following contractdeliverables:

1. A matrix that provides program summaries and shows the characteristics of currentlow income fare programs, their operating elements and data points such as thoseoutlined above as well as other relevant findings identified for each program (not toexceed 40 hours)

2. Potential costs models for a TriMet program based on 150%, 185% and 200% FPL at25%, 50%, 75% and 100% end-user subsidy levels. (not to exceed 35 hours)

3. Potential funding models based on existing fare programs and/or fare purchases (e.g.,DHS, Counties, Access Transit programs) and examples detailing what kind of currentor future partnerships would need to be developed to help underwrite a sustainable

effort. (not to exceed 60 hours)

4. Final project report that outlines and describes the approach, the findings, and therecommendations across all of the information areas. (not to exceed 50 hours)

2.2.2 Schedule

This project is to begin in April 2016 and anticipated to conclude by September 2016, with initialdeliverables being provided on a schedule to be set with the selected contractor and TriMet staffat an initial meeting once the contract is awarded.

END OF SECTION 2 – SCOPE OF SERVICES AND SPECIFICATIONS

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SECTION 3 - SPECIAL CONTRACT PROVISIONS

3.1 Term

Unless terminated sooner under the provisions of this Contract, the base term of the Contract

shall be for six (6) months, with TriMet’s unilateral option to extend the contract for two (2)additional one (1) month term.

3.2 One Award

TriMet anticipates one contract award as a result of this solicitation. Multiple contract awardsshall not be made.

3.3 Type of Contract – Requirements

A. This is a requirements contract for the supplies or services specified. Thequantities of supplies and services specified are estimates only and are not

purchased by this contract.

B. TriMet is not obligated to purchase supplies or services of the type covered bythis contract exclusively from the Contractor.

C. Except as this contract may otherwise provide, quantity variance between"estimated" and actual orders placed shall not constitute the basis for anequitable price adjustment.

D. During the life of the contract, TriMet may identify additional requirements foritems that are within the contract scope of work and are readily available toContract. TriMet reserves the right to include those items at a price that reflects

a percentage discount or percentage markup from the manufacturer’s publishedprice list. Where indicated on the price form(s), Contractor shall specify apercentage discount or percentage markup from manufacturer’s published pricelist for additional, but currently unidentified, items within the scope of work. Thepercentage shall remain in force for the entire contract term. Furthermore,Contractor’s profit margin for added items shall not exceed that for comparableitem(s) listed on the price form(s). At any time during the contract term, TriMetreserves the right to demand proof from Contractor that the pricing for addeditems is in compliance with the above requirements.

3.4 Inclusion of Costs in Quote Pricing

The line item quote prices must include any and all warehousing, freight, delivery, pick-up,financing or carrying charges, and all other such charges to accommodate the provision ofgoods and/or services under this Contract.

3.5 Materially Unbalanced Quotes

TriMet reserves the right to reject quotes that are materially unbalanced, i.e., that containunreasonably high unit prices for some items and/or unreasonably low prices for other items.

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3.6 Quote Rejection

TriMet may reject a quote for any of the following reasons:

A. If the quote is not in substantial compliance with all prescribed public biddingprocedures and requirements;

B. If the quote is conditioned in whole or in part upon the addition, revision, ordeletion of any requirement or provision in any part of the Request For Quotes(RFQ);

C. If the quote is based upon any substitution that has not been approved by TriMet;

D. If in TriMet’s estimation, the Contractor does not have adequate financial,material, equipment, facilities, personnel resources, or expertise, or the ability toobtain the resources and expertise, necessary to indicate the capability of theprospective Contractor to meet all contractual responsibilities;

E. If the Contractor does not have a satisfactory record of performance;

F. If the Contractor does not have a satisfactory record of integrity;

G. If the Contractor is not qualified legally to contract with TriMet;

H. If the Contractor has been disqualified by TriMet under ORS 279B.130;

I. If the Contractor has not supplied all necessary information in connection with theinquiry concerning responsibility. If a prospective Contractor fails to promptlysupply information requested by TriMet concerning responsibility, TriMet shallbase its responsibility determination upon any available information, or may find

the prospective Contractor not to be responsible; or

J. For good cause upon a finding by TriMet that it is in the public interest to rejectthe quote or all quotes.

3.7 Price Adjustments

No price increases shall occur during the term of this contract.

Should decreases in Contractor's direct costs occur, Contractor shall promptly notify TriMet andshall promptly decrease price to TriMet by the same amount. Price decreases shall occur ondate effective to Contractor.

3.8 Warranty

Contractor warrants that it will perform all services in a good and workmanlike manner and thatall goods and services provided hereunder meet or exceed standards prevailing in the industry.If TriMet discovers a defect in the goods or services within one year of receipt of the final invoiceunder this contract and provides prompt written notice to Contractor, then Contractor shallremedy the defect or begin to remedy the defect within a reasonable time after notice.

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With respect to services hereunder, Contractor’s only obligation under the aforesaid warrantywith respect to the goods and services is for Contractor, by commercially reasonable means, tocause the services to operate substantially in accordance with the Scope of Services attachedhereto. Unless proven directly responsible, Contractor shall not be liable for loss, cost,expense, or damage to TriMet in an amount exceeding the fees actually paid by TriMet toContractor under this contract.

Except as expressly set forth herein, Contractor makes no warranties with regard to service tobe performed hereunder or with regard to any equipment sold hereunder. Contractor makes nowarranties of merchantability or fitness for a particular purpose.

3.9 Payment

TriMet shall pay Contractor, upon the submission of invoices, the prices stipulated in thisContract for supplies delivered and accepted or services rendered and accepted, less anydeductions provided in this Contract. TriMet shall pay the Contractor within thirty (30) days ofthe receipt of a properly completed and submitted invoice. The Contractor may submit no morethan one invoice per month.

Notwithstanding any other additional requirements of this Contract, invoices shall contain thecontract number, the date(s) supplies were delivered or services were furnished; a detaileddescription of the supplies or services furnished, and a price breakdown showing contract pricesand units. All invoices shall be submitted to TriMet’s Finance Department as follows:

TriMet Finance Department Attn: Accounts Payable (FSA)1800 SW 1st Avenue, Suite 300

Portland, OR 97201

Failure to strictly comply with this provision may result in a delay in payment.

TriMet no longer offers payment by check. In order to enter into this contract, Contractor mustbe willing to accept payment via ACH (Automatic Clearing House). TriMet will not execute thisContract without the required information being provided on the sample Vendor/Payment SetupForm attached as Exhibit A. A completed Setup Form will be submitted by the Contractor atthe time a signed contract is returned to TriMet.

3.10 Hours of Labor – Goods and Services (03/05)

Pursuant to ORS 279B.020, ORS 279B.235, and ORS 279C.520 the Contractor shall payemployees for overtime work performed under this contract in accordance with ORS 653.010 to653.261 and the Fair Labor Standards Act of 1938 (29 U.S.C. 201 et seq.).

3.11 Inspection of Goods and Services

TriMet has the right to inspect and test all supplies/services called for under the contract, to theextent practicable, at all times and places during the term of the contract. TriMet shall performinspections and tests in a manner that will not unduly delay the work.

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If any of the supplies or services do not conform with contract requirements, TriMet may requirethe Contractor to replace the supplies or perform the services again in conformity with contractrequirements, at no increase in contract amount. When the defects in supplies or servicescannot be corrected by re-performance, TriMet may (1) require the Contractor to take necessaryaction to ensure that future performance conforms to contract requirements and (2) reduce thecontract price to reflect the reduced value of the supplies/services performed.

If the Contractor fails to promptly perform the services again or to take the necessary action toensure future performance in conformity with contract requirements, TriMet may (1) by contractor otherwise, perform the services and charge to the Contractor any cost incurred by TriMet or(2) terminate the contract for default.

3.12 Intergovernmental Cooperati ve Agreement (04/05)

Pursuant to ORS 279A and TriMet contracting rules, other public agencies shall have the abilityto purchase the awarded goods and services from the awarded Contractor(s) under terms andconditions of the resultant contract.

Any such purchases shall be between the Contractor and the participating public agency andshall not impact the Contractor’s obligation to TriMet. Any estimated purchase volumes listedherein do not include other public agencies and TriMet makes no guarantee as to theirparticipation.

Any bidder, by written notification included with their solicitation response, may decline toextend the prices and terms of this solicitation to any and/or all other public agencies.

3.13 Advertising or Publici ty

Contractor shall not disclose, use or refer to this Agreement or any of its terms, or the name ofTriMet in any advertising, publicity release, promotional materials or materials distributed to

existing or prospective customers, without the prior written consent of TriMet.

3.14 Confidentiality

All information, written or oral, disclosed or made available to the Contractor, directly orindirectly, through any means of communication or observation by the Contractor or any of itsaffiliates or representatives to or for the benefit of the Contractor shall remain confidentialbetween Contractor and TriMet. The Contractor shall hold all Confidential Information inconfidence in accordance with the terms of this agreement and use only for the purpose ofproviding the Services hereunder.

END OF SECTION 3 - SPECIAL CONTRACT PROVISIONS

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SECTION 4 – SAMPLE CONTRACT

CONTRACT No. FG160268LJ

***SAMPLE ONLY – DO NOT EXECUTE****

TRI-COUNTY METROPOLITAN TRANSPORTATIONDISTRICT OF OREGON

GOODS AND SERVICES CONTRACT

For


This Contract is by and between the Tri-County Metropolitan Transportation District of Oregon("TriMet") and _____________________ ("Contractor").

1. Term

Unless terminated sooner under the provisions of this Contract, the term of this Contractshall be from __________________, 2016, to ________________, 2016, with TriMet’sunilateral option to extend the contract for one (1) additional one (1) month term.

2. Scope of Services

The contractor shall supply Low Income Fare Program Research; as further detailed bythe Contractor’s quote, attached hereto and incorporated herein by reference as Exhibit

_____ .

3. Payments (1/13)

TriMet shall pay the Contractor, upon the submission of invoices, the prices stipulated inthis Contact for supplies delivered and accepted or services rendered and accepted,less any deductions provided in this Contract. TriMet shall pay the Contractor withinthirty (30) days of the receipt of a properly completed and submitted invoice. TheContractor may submit no more than one invoice per month.

Notwithstanding any other additional requirements of this Contract, invoices shall containthe contract number, the date(s) supplies were delivered or services were furnished; adetailed description of the supplies or services furnished, and a price breakdownshowing contract prices and units. All invoices shall be submitted to TriMet’s FinanceDepartment as follows:

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TriMet Finance Department Attn: Accounts Payable

1800 SW First Avenue, Suite 300Portland, OR 97201

Failure to strictly comply with this provision may result in a delay in payment.

TriMet no longer offers payment by check. In order to enter into this contract, Contractormust be willing to accept payment via ACH (Automatic Clearing House). TriMet will notexecute this Contract without the required information being provided on theVendor/Payment Setup Form attached as Exhibi t _____ . A completed Setup Form willbe submitted by the Contractor at the time a signed contract is returned to TriMet.

4. Type of Contract and Compensation

E. This is a requirements contract for the supplies or services specified. Thequantities of supplies and services specified are estimates only and are not

purchased by this contract.

F. TriMet is not obligated to purchase supplies or services of the type covered bythis contract exclusively from the Contractor.

G. Except as this contract may otherwise provide, quantity variance between"estimated" and actual orders placed shall not constitute the basis for anequitable price adjustment.

H. During the life of the contract, TriMet may identify additional requirements foritems that are within the contract scope of work and are readily available toContract. TriMet reserves the right to include those items at a price that reflects

a percentage discount or percentage markup from the manufacturer’s publishedprice list. Where indicated on the price form(s), Contractor shall specify apercentage discount or percentage markup from manufacturer’s published pricelist for additional, but currently unidentified, items within the scope of work. Thepercentage shall remain in force for the entire contract term. Furthermore,Contractor’s profit margin for added items shall not exceed that for comparableitem(s) listed on the price form(s). At any time during the contract term, TriMetreserves the right to demand proof from Contractor that the pricing for addeditems is in compliance with the above requirements.

Contract compensation shall not exceed $ .

5. Insurance (06/14)

During the term of this Contract, Contractor shall purchase and maintain any insurancerequired by this Contract. Contractor shall furnish acceptable certificates of insuranceand additional insured endorsements to TriMet within ten (10) days after award of thiscontract, and prior to commencement of any contract work.

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Contractor shall be responsible for the payment of all premiums and deductibles andshall indemnify TriMet for any liability or damages that TriMet may incur due toContractor's failure to purchase or maintain any required insurance.

Contractor shall maintain insurance of the types and in the amounts described below.Contractor shall have the right to provide a self-insured retention for these coverages in

an amount not-to-exceed $2,000,000.00.

(1) Commercial General Liabili ty Insurance

Commercial General Liability insurance, with coverage limits not less than:

(a) $2,000,000.00 per occurrence, bodily injury and property damage; and(b) $2,000,000.00 general aggregate, bodily injury and property damage.

Such coverage will be equivalent to or better than the Insurance Service Office(ISO) standard coverages, conditions, and extensions, and shall not containlimitations or exclusions for Blanket Contractual, Broad Form Property Damage,

Personal Injury, Premises-Operations, Products and-Completed Operations,Independent Contractors, Fire Legal Liability, and Explosion, Collapse, andUnderground (XCU).

(2) Business Auto Liability Insurance

Automobile bodily injury and property damage liability insurance covering all motorvehicles, whether owned, non-owned, leased, or hired, with not less than thefollowing limits:

(a) Bodily injury: $2,000,000.00 per person; $2,000,000.00 per accident; and(b) Property damage: $2,000,000.00 per accident.

(3) Worker’s Compensation Insurance

Oregon statutory workers' compensation and employer’s liability coverage,including broad form all states protection, if applicable, voluntary compensationand Federal endorsement. Employer’s liability coverage shall have the followinglimits:

(a) Bodily Injury by Accident: $1,000,000.00 each accident(b) Bodily Injury by Disease $1,000,000.00 each employee(c) Bodily Injury by Disease: $1,000,000.00 policy limit

Contractors who are non-subject workers meeting one of the exceptions in ORS656.027 may not be required to carry workers compensation insurance. AnyContractor requesting an exemption from the workers compensation coveragelisted above must make that request in writing, stating the Contractor’squalification for exemption under ORS 656.027.

Failure of TriMet to demand certificates of insurance, additional insuredendorsements or other evidence of full compliance with these insurancerequirements or failure of TriMet to identify a deficiency from evidence that is

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provided shall not be construed as a waiver of Contractor’s obligation to maintainsuch insurance.

The insurance required under this Paragraph shall:

(1) Include (as evidenced by endorsement) TriMet and its directors, officers,

representative, agents, and employees as additional insureds with respect towork or operations connected with the contract (excluding Professional Liabilityand Worker’s Compensation policies);

(2) Require Contractor to give TriMet not less than thirty (30) days written noticeprior to termination, cancellation, or non-renewal of coverage;

(3) Insurance policies shall be purchased only from insurance companies that meetTriMet’s A.M. Best Rating criteria of “A-” or better (excluding SAIF) and areauthorized to do insurance business in Oregon;

(4) Contractor will cause its underwriters of insurance policies to waive their rights of

subrogation arising from the work performed under this Contract.

(5) Contractor’s insurance shall apply as primary and will not seek contribution fromany insurance or self-insurance maintained by, or provided to, the additionalinsureds listed above. This must be noted on the insurance certificate.

6. Indemnification (12/13)

A. To the fullest extent permitted by law, Contractor agrees to fully indemnify, holdharmless, and defend TriMet, its directors, officers, and employees from andagainst all claims, demands, losses, suits, damages, losses, attorney fees, andcosts of every kind and description and expenses incidental to the investigation

and defense thereof, resulting from, based upon or arising out of, or incidental, orin any way connected with any act, omission, fault or negligence in whole or inpart of Contractor, its agents, contractors, sub-contractors, or employees inthe performance or nonperformance of Contractor’s obligations under thisContract.

The obligations of Contractor under this provision will not in any way be affectedor limited by the absence in any case of insurance coverage or by the failure orrefusal of any insurance carrier to perform any obligation on its part to beperformed under insurance policies affecting this Contract. In no way shall theContractor limit its liability under this Contract.

B. This indemnity shall survive the termination of this Contract or final paymenthereunder. This indemnity is in addition to any other rights or remedies whichTriMet and the other parties to be indemnified may have under the law or underthis Contract. In the event of any claim or demand made against any party whichis entitled to be indemnified hereunder, TriMet may in its sole discretionreserve, retain or apply any monies due to the Contractor under the contract forthe purpose of resolving such claims; provided, however, that TriMet may releasesuch funds if the Contractor provides TriMet with adequate assurance of the

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protection of TriMet's interests. TriMet shall be the sole judge of whether suchassurances are adequate.

7. Termination for Convenience (06/03)

TriMet may terminate this Contract, in whole or in part, at any time by written notice to

the Contractor when it is in TriMet’s best interest. The Contractor shall be paid its costs,including contract close-out costs, and profit on work performed up to the time oftermination. TriMet will not be responsible for payment for any work performed after thetime of termination. After termination, the Contractor shall promptly submit to TriMet itstermination claim for payment. If the Contractor has any property in its possessionbelonging to TriMet, the Contractor will account for the same, and return it to TriMet inthe manner that TriMet directs.

8. Termination for Default (08/05)

A. TriMet may, by written notice of default to the Contractor, terminate this contractin whole or in part if the Contractor fails to (i) Deliver the supplies or to perform

the services within the time specified in this contract or any extension; (ii) Makeprogress, so as to endanger performance of this contract; or (iii) Perform any ofthe other provisions of this contract.

B. TriMet's right to terminate this contract under subdivision (A) of this clause mayonly be exercised if the Contractor does not cure such failure within 10 calendardays (or more if authorized in writing by the Contract Administrator) after receiptof the notice from the Administrator specifying the failure.

C. If TriMet terminates this contract in whole or in part under the default provisions,it may acquire, under the terms and in the manner the Contracting Officerconsiders appropriate, supplies or services similar to those terminated, and the

Contractor will be liable to TriMet for any excess costs for those supplies orservices. However, the Contractor shall continue the work not terminated.

D. Contractor shall be paid the contract price only for completed supplies orservices delivered and accepted. If it is later determined by TriMet thatContractor had an excusable reason for not performing, such as a strike, fire,flood, or other event that is not the fault of, or is beyond the control of,Contractor, TriMet may allow Contractor to continue work, or may treat thetermination as a termination for convenience.

E. The rights and remedies of TriMet in this Article are in addition to any other rightsand remedies provided by law or under this Contract.

9. Applicable Law and Jurisdiction (06/03)

This Contract shall be governed by Oregon law, without resort to any jurisdiction'sconflicts of law principles, rules or doctrines. Any suit or action arising from this Contractshall be commenced and prosecuted in the courts of Multnomah County, Oregon or theU.S. District Court for the District of Oregon, in Portland, Oregon, as applicable. Theparties agree to submit to the jurisdiction and venue of these courts.

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10. Waiver and Nonwaiver (06/03)

A. A waiver by one party of a right to a remedy for breach of this Contract by theother party shall not be deemed to waive the right to a remedy for a subsequentbreach by the other party. TriMet's acceptance of goods or services, or paymentunder this Contract, shall not preclude TriMet from recovering against Contractor

or Contractor's surety for damages due to Contractor's failure to comply with thisContract.

B. Both parties having had the opportunity to consult an attorney regarding theprovisions of this Contract, the parties agree to waive the principle of contractinterpretation that an ambiguity will be construed against the party that draftedthe ambiguous provision.

11. Mediation (03/07)

Should any dispute arise between the parties concerning this agreement that is notresolved by mutual agreement, it is agreed that it will be submitted to mediated

negotiation prior to any party commencing litigation. In such an event, the parties to thisagreement agree to participate in good faith in a non-binding mediation process. Themediation shall take place in Portland, Oregon. The mediator shall be selected bymutual agreement of the parties, but in the absence of such agreement each party shallselect a temporary mediator and those mediators shall jointly select the permanentmediator. The mediator’s fees and costs shall be borne equally by the parties.

12. Severability/Survivability (06/03)

If any of the provisions contained in this Contract are held by a court of law or arbitratorto be illegal, invalid or unenforceable, the enforceability of the remaining provisions shallnot be impaired, and the parties shall negotiate an equitable adjustment of this Contract

so that the purposes of this Contract are affected. All provisions concerning indemnitysurvive the termination or expiration of this Contract for any cause.

13. Intellectual Property (06/03)

Contractor shall hold harmless, defend and indemnify TriMet, its directors, officers,employees and agents from any loss of any kind, based on a claim that the workperformed, or products provided hereunder, including material(s) or any part thereof,constitutes infringement of any patent, trademark, trade-name, copyright, trade secret, orother intellectual property infringement, including but not limited to claims arising out ofthe manufacture, sale or use of such work, products or materials. Such indemnificationshall include all damages and costs incurred by TriMet as the result of the claim,

including attorney fees and expert witness fees.

14. Inspection of Services (06/03)

TriMet has the right to inspect and test all supplies/services called for under the contract,to the extent practicable, at all times and places during the term of the contract. TriMetshall perform inspections and tests in a manner that will not unduly delay the work.

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If any of the supplies or services do not conform with contract requirements, TriMet mayrequire the Contractor to replace the supplies or perform the services again in conformitywith contract requirements, at no increase in contract amount. When the defects insupplies or services cannot be corrected by re-performance, TriMet may (1) require theContractor to take necessary action to ensure that future performance conforms tocontract requirements and (2) reduce the contract price to reflect the reduced value of

the supplies/services performed.

If the Contractor fails to promptly perform the services again or to take the necessaryaction to ensure future performance in conformity with contract requirements, TriMetmay (1) by contract or otherwise, perform the services and charge to the Contractor anycost incurred by TriMet or (2) terminate the contract for default.

15. Title and Risk of Loss (06/03)

If this Contract is for the supply of goods, Contractor shall bear the risk of loss until thegoods have been delivered to the site designated by TriMet and an authorized TriMetemployee or agent has taken possession of them. Title to goods shall pass to TriMet

upon TriMet's payment for those goods. If this Contract is for the rental or lease ofContractor’s goods, the Contractor shall bear the risk of loss to Contractor’s goods.Contractor agrees to carry insurance to cover any such losses. Title to the Contractor’sgoods shall remain with Contractor while goods are in TriMet’s possession. If thisContract is for the repair or servicing of TriMet owned goods, Contractor shall bear therisk of loss until the goods have been delivered to the site designated by TriMet and anauthorized TriMet employee or agent has taken possession of them. Title to TriMetowned goods shall remain with TriMet while goods are in Contractor’s possession.Contractor agrees to carry insurance to cover any losses/damages to TriMet’s goodswhile in Contractor’s possession.

16. Acceptance, Rejection, and Revocation of Acceptance (06/03)

If this Contract is for the supply of goods or equipment, then TriMet shall be deemed tohave accepted goods only after the goods have been delivered by Contractor, andTriMet has had a reasonable opportunity after delivery to inspect the goods. Prior toacceptance, TriMet may reject any goods that fail to conform to the requirements of thisContract. TriMet may revoke its acceptance of goods that fail to conform to this Contractif the failure to conform was not reasonably discoverable by ordinary pre-acceptanceinspection or evaluation. Acceptance may be revoked under this Paragraph even ifTriMet has started using the goods before discovering that they do not conform to thecontract. Upon request by TriMet, Contractor shall replace or repair to TriMet'ssatisfaction any goods that have been rejected by TriMet or the acceptance of which hasbeen revoked by TriMet under this Paragraph. Failure to replace or repair those goods

within a reasonable time after TriMet's request shall be a material breach of thisContract.

17. Audit and Inspection of Records (06/03)

A. Contractor shall maintain a complete set of records relating to this Contract inaccordance with generally accepted accounting procedures. Contractor shallpermit the authorized representatives of TriMet, the U.S. Department ofTransportation, the Oregon Secretary of State and the Comptroller General of the

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United States to inspect and audit all work, materials, payrolls, books, accounts,and other data and records of Contractor relating to its performance under thisContract until the expiration of three (3) years after final payment under thisContract.

B. Contractor further agrees to include in all of its subcontracts under this Contract a

provision to the effect that the subcontractor agrees that TriMet, the U.S.Department of Transportation, and the Comptroller General of the United States, orany of their duly authorized representatives shall, until the expiration of three (3)years after final payment under the subcontract, have access to and the right toexamine any directly pertinent books, documents, papers, and other records of thesubcontractor. The term "subcontract" as used in this Section excludes (1)purchase orders not exceeding $10,000.00 and (2) subcontracts or purchaseorders for public utility services at rates established for uniform applicability to thegeneral public.

C. The periods of access and examination described in subparagraphs A and B ofthis Section for records that relate to (1) disputes between TriMet and Contractor,

(2) litigation or settlement of claims arising out of the performance of thisContract, or (3) costs and expenses of this Contract as to which exception hasbeen taken by the Comptroller General or any of his or her duly authorizedrepresentatives, shall continue until all disputes, claims, litigation, appeals, andexceptions have been resolved.

18. Project Managers (06/03)

The Contractor's designated Project Manager shall be the Contractor's representative forthe administration of the contract documents and the supervision of the work. In allmatters relating to the performance of the work and payment therefore, and in allsituations involving actual, recommended or, proposed changes, TriMet shall accept

commitments and instructions of the Contractor only from the Project Manager or a dulyauthorized representative of the Project Manager so designated in writing. After initialapproval by TriMet, the Contractor shall not change the Project Manager without theprior written approval of TriMet.

TriMet’s Project Manager for this Contract is: at (503) 962- .

19. Notices and Communications (06/03)

All notices and other communications concerning this Contract shall be written in Englishand shall bear the contract number assigned by TriMet. Notices and othercommunications may be delivered personally, by telegram, facsimile, or by regular,

certified or registered mail.

A notice to TriMet will be effective only if it is delivered to that person designated inwriting in either a) the Notice of Award of this Contract, b) the Notice to Proceed underthis Contract, or c) to another individual specifically designated by this Contract. Anotice to the Contractor shall be effective if it is delivered to the individual who signedthis Contract on behalf of Contractor at the address shown with that signature, to acorporate officer if Contractor is a corporation, to a general partner if Contractor is a

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partnership, or to another individual designated in writing by the Contractor in thecontract or in a written notice to TriMet.

20. Contractor's Status and General Responsibilities (06/03)

Contractor is an independent Contractor for all purposes and is entitled to no

compensation from TriMet other than that provided by this Contract. Contractor shallinform TriMet of Contractor's Federal Internal Revenue Service Employer IdentificationNumber, or, if Contractor is an individual with no employer identification number,Contractor's Social Security Number. The Contractor and its officers, employees, andagents are not officers, employees or agents of TriMet as those terms are used in ORS30.265. The Contractor, its employees or officers shall not hold themselves out eitherexplicitly or implicitly as officers, employees or agents of TriMet for any purposewhatsoever, nor are they authorized to do so.

Contractor shall provide and pay for all labor, materials, equipment, utilities, and othergoods or services necessary for full contract performance unless this Contractspecifically provides otherwise. Contractor shall supervise and direct contract

performance using its best skill, and shall be responsible for selecting the means ofcontract performance. If, during or after the term of this Contract, Contractor learns ofany actual or potential defect in the services provided under this Contract, of anyproblem associated with the results of contract performance, or of any nonconformancewith a provision of this Contract or of Federal, state, or local law, Contractor shall informTriMet immediately in writing with a full description of the defect, problem, ornonconformance.

21. Assignment and Sub-contracting (06/03)

Contractor shall not assign any of its rights or subcontract any of its responsibilitiesunder this Contract without the prior written consent of TriMet. Contractor shall include in

each subcontract any provisions necessary to make all of the provisions of this Contractfully effective. Contractor shall provide all necessary plans, specifications, andinstructions to its suppliers and subcontractors to enable them to properly perform theirwork.

22. Prompt Payment (06/03)

The prime contractor agrees to pay each subcontractor under this prime contract forsatisfactory performance of its contract no later than 10 days from the receipt of eachpayment the prime contractor receives from TriMet. The prime contractor agrees furtherto return retainage payments to each subcontractor within 10 days after thesubcontractor’s work is satisfactorily completed. Any delay or postponement of payment

from the above referenced time frame may occur only for good cause following writtenapproval of TriMet.

23. Liens Prohibited (06/03)

Contractor shall not permit any lien or claim to be filed or prosecuted against TriMet, itsproperty or its right-of-way on account of any labor or material furnished or any otherreason for work arising out of this Contract. If any lien shall be filed, Contractor shall satisfy

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and discharge or cause such lien to be satisfied and discharged immediately atContractor’s sole expense.

24. Nondiscrimination (12/07)

During the term of this contract, Contractor shall not discriminate against any employee

or applicant for employment because of race, religion, color, sex, age, sexual orientation,disability or national origin.

25. Hours of Labor – Goods and Services (03/05)

Pursuant to ORS 279B.020, ORS 279B.235, and ORS 279C.520 the Contractor shallpay employees for overtime work performed under this contract in accordance with ORS653.010 to 653.261 and the Fair Labor Standards Act of 1938 (29 U.S.C. 201 et seq.).

26. Warranty

Contractor warrants that it will perform all services in a good and workmanlike manner

and that all goods and services provided hereunder meet or exceed standards prevailingin the industry. If TriMet discovers a defect in the goods or services within one year ofreceipt of the final invoice under this contract and provides prompt written notice toContractor, then Contractor shall remedy the defect or begin to remedy the defect withina reasonable time after notice.

With respect to services hereunder, Contractor’s only obligation under the aforesaidwarranty with respect to the goods and services is for Contractor, by commerciallyreasonable means, to cause the services to operate substantially in accordance with theScope of Services attached hereto. Unless proven directly responsible, Contractor shallnot be liable for loss, cost, expense, or damage to TriMet in an amount exceeding thefees actually paid by TriMet to Contractor under this contract.

Except as expressly set forth herein, Contractor makes no warranties with regard toservice to be performed hereunder or with regard to any equipment sold hereunder.Contractor makes no warranties of merchantability or f itness for a particular purpose.

27. Compliance with Laws and Regulations (07/09)

Contractor shall adhere to all applicable federal, state, and local laws, regulations,executive orders and ordinances applicable to the work under this Contract. TheContractor shall comply with the clauses required in every public contract entered into inthe State of Oregon as set forth in ORS 279B.220, 279B.225, 279B.230, 279B.235,279C.505, 279C.510, 279C.515, 279C.520, and 279C.530, which are hereby

incorporated by reference.

Contractor acknowledges that the Oregon Government Standards and Practices laws(“Ethics Laws”), as set forth in ORS 244.010 et seq. are applicable to contractors whenperforming certain work on behalf of TriMet under contract and that the individualemployees and agents of Contractor may be treated as public officials under ORS244.020 (14). Contractor agrees to determine whether and under what circumstances itor its agents are subject to the Ethics Laws, as referenced herein and incorporated by

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reference, and shall comply and ensure compliance by those subject to Contractor’scontrol when performing work under this Contract.

28. Prohibited Interests (10/04)

No TriMet Board member, officer, employee or agent (or any member of the immediate

family or the partner of any of the aforementioned) shall have any direct or indirectinterest in this contract or its proceeds during, or within one year after, that person’stenure with TriMet, except to the extent such interest is permitted and disclosed as maybe required under applicable law and TriMet policy.

No TriMet Board member, officer, employee, or agent (or any member of the immediatefamily or the partner of any of the aforementioned) shall solicit or accept, and Contractorshall not offer or give to any TriMet Board member, officer, employee or agent (or anymember of the immediate family or the partner of any of the aforementioned), anygratuities, favors, or anything of monetary value, in connection with the administration ofthis Contract, except to the extent permitted by applicable law and TriMet policy.

No member of, or delegate to, the Congress of the United States shall be admitted to ashare or part of this contract or to any benefit arising therefrom.

29. Safety (06/03)

Notwithstanding any safety provisions elsewhere in this contract, and in addition toContractor's own safety procedures, Contractor shall implement and enforce all safetyrequirements that are standard in the industry and/or that are required by TriMet's SafetyDepartment.

30. Intergovernmental Cooperative Agreement (04/05)

Pursuant to ORS 279A and TriMet contracting rules, other public agencies shall havethe ability to purchase the awarded goods and services from the awarded Contractor(s)under terms and conditions of the resultant contract.

Any such purchases shall be between the Contractor and the participating public agencyand shall not impact the Contractor’s obligation to TriMet. Any estimated purchasevolumes listed herein do not include other public agencies and TriMet makes noguarantee as to their participation.

Any bidder, by written notification included with their solicitation response, may declineto extend the prices and terms of this solicitation to any and/or all other public agencies.

31. Time of Essence

Time is of the essence in this contract. Contractor's failure to deliver goods/services ontime shall be a material breach of this contract. If Contractor fails to delivergoods/services on time, TriMet, at its discretion, may procure those goods/services fromanother source. If the price paid by TriMet for goods/services procured from anothersource under this Paragraph is higher than the price under this contract, Contractor shallpay TriMet the difference between those prices. TriMet may deduct that difference fromany amount TriMet owes Contractor.

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32. Paragraph Headings and Other Titles (06/03)

The parties agree that paragraph headings and other titles used in this Contract are forconvenience only, and are not to be used to interpret this Contract.

33. Integration, Modification, and Administrative Changes (11/11)

This Contract includes the entire agreement of the parties and supersedes any priordiscussions or agreements regarding the same subject. This Contract may be modifiedin writing by a modification that has been signed by individuals authorized to bind eachof the parties contractually. TriMet reserves the right to make administrative changes tothe contract unilaterally. An administrative change means a written contract change thatdoes not affect the substantive rights of the parties.

34. Authority (06/03)

The representatives signing on behalf of the parties certify that they are duly authorized

by the party for whom they sign to make this Contract.

35. Certificate of Oregon Tax Law Compliance (11/12)

By signature hereto, both parties agree to this Contract as written. Contractor affirms,under penalty of perjury as provided in ORS 305.385(6), that to the best of its knowledgeit is not in violation of any Oregon Tax Laws set forth at ORS Chapters 118, 314, 316-18,321 and 323 and the elderly rental assistance program under ORS 310.630-310.706;under ORS 320.005-320.150; under ORS 403.200–403.250 and any local tax lawsadministered by the Oregon Department of Revenue under ORS 305.620.

Contract Provisions

Every provision of the documents listed below are incorporated in this contract by this reference. Any conflict between or among any of the documents listed below shall be resolved in favor ofthe document that has the lower number.

1. Written contract modifications executed by the parties after contract execution;

2. This contract form;

3. Addenda issued prior to quote submittal;

4. The Special Contract Provisions set forth in TriMet's Request for Formal Quote for this

contract;

5. The Quote Requirements set forth in TriMet's Request for Formal Quote for this contract;

6. The Scope of Work and Specifications set forth in TriMet's Request for Formal Quote forthis contract; and

7. Contractor's Quote for this contract attached as Exhibit .

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CONTRACTOR TRI-COUNTY METROPOLITANTRANSPORTATION DISTRICTOF OREGON

By: By:(signature) (signature)

Name: Name:

Title: Title:

Date: Date:

Address: APPROVED AS TO FORM

Telephone:Linda JoyContract AdministratorProcurement and Contracts

Contractor's Federal I.D. No.

END OF SECTION 4 – SAMPLE CONTRACT

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EXHIBIT A – VENDOR PAYMENT SETUP FORM (SAMPLE – Do not submit with Quote)

VENDOR / PAYMENT SETUP

(This form is to be completed by the vendor – see instructions on reverse side)

Vendor Name:

Dba:

Tax ID # or Social Security #:

Check appropriate box: Individual/Sole Proprietor Corporation

Partnership Other Exempt from backup withholding

Mailing Address:

Contact Name: Title:

Contact Phone: Fax No.

E-mail address (for remittance

advice information):

Do you accept credit card payment? Yes No

U.S. ELECTRONIC PAYMENT (ACH) BANK INFORMATION

You must attach either a voided check (or photocopy of an original) for

verification of your account number and financial institution. Bank Name:

Bank Address:

Phone Number:

Bank ABA #: (9 digits)

Account Name:

Account #:

Account type:(Please check one) Checking or Savings

AUTHORIZATION (must be completed by authorized representative)

Under penalties of perjury, I certify that:

1 The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and

2 I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service

(IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer

subject to backup withholding, and

3 I am a U S person (including a U S resident alien)

4 I/(we) authorize TriMet to initiate variable entries to my (our) account described above in the U S Electronic Payment (ACH) Bank Information section of

this documentName (signature of printed name):

Title:

Date:

TRIMET INTERNAL USE ONLY

Received by: Entered by: Vendor No:

Date: Date: Vendor Type DMWESB:

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Documents

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