PRR 2016-272

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 using
TriMets Quote Forms (Section 1), and emailed, hand-delivered or mailed to the attention of
Linda Joy, Contract Administrator, TriMet Procurement & Contracts (PD), 1800 SW First
Avenue, Suite 300, Portland, OR 97201; email: JoyL@trimet.org. Quotes must be received no
later than April 22, 2016, at 11:30 AM, Pacific Time. Quotes are not publicly opened.
Offerors must register on TriMets Vendor E-Bid System at https://ebidexchange.com/trimet/. If
solicitation addenda are issued, only registered Offerors will be notified via email of the
availability of addenda for download. Acknowledgement of addenda will be required.
Section 2 of this RFQ (Scope of Work and Specifications) outlines the products and services
which 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 TriMets unilateral option to
extend the contract for two (2) additional one (1) month term.
Any questions concerning the scope of services or contractual requirements should be directed
to me by email at JoyL@trimet.org (preferred), or by phone at (503) 962-3036.

Linda Joy
Contract Administrator
Procurement & Contracts Department

Issue Date: April 7, 2016

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REQUEST FOR QUOTATIONS

For
LOW INCOME FARE PROGRAM RESEARCH

SUMMARY OF CONTENTS
SECTION 1
SECTION 2
SECTION 3
SECTION 4

QUOTE FORMS
SCOPE OF WORK AND SPECIFICATIONS
SPECIAL CONTRACT PROVISIONS
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:
Limited
General
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 business

in 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 be
acquired through this Contract, the following additional information is required to be provided:
6.

What are the most recent annual gross receipts of your firm?
indicating in which bracket the total fits:

Please respond by

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 have
the 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 agency
and shall not impact the Contractors obligation to TriMet. Any estimated purchase
volumes listed herein do not include other public agencies and TriMet makes no
guarantee as to their participation.
Any Contractor, by written notification included with their solicitation response, may
decline to extend the prices and terms of this solicitation to any and/or all other public
agencies.
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 such
charges to accommodate the supply/service requirements of the contract. Vendor shall insert a
price for each line item specified on the Quote Pricing Sheets (if any). Additionally, Vendor shall
calculate and insert the total price where appropriate on the Quote Pricing Sheets and/or Quote
Form. Failure to provide prices for all items may result in rejection of the Quote.

Est.
Qty.

Unit

1.

Matrix of Program Summaries

(as outlined in Section 2.2.1
Deliverables)

40

Hours

2.

Potential Costs Models (as

outlined in Section 2.2.1
Deliverables)

35

Hours

3.

Potential Funding Models (as

outlined in Section 2.2.1
Deliverables)

60

Hours

4.

Final Project Report (as

outlined in Section 2.2.1
Deliverables)

50

Hours

Item

Description

Unit Cost

Total

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 may
or 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 and
insert the total price where appropriate on this Form. Failure to provide pricing for all items may
result in rejection of the quote.
The undersigned offeror submits this quote to the Tri-County Metropolitan Transportation
District of Oregon (TriMet) in accordance with TriMets Request for Quotations (RFQ) and
agrees that this quote constitutes a valid, firm offer that shall not be withdrawn sooner than
ninety (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 the
RFQ. The person signing this Quote Form for the Offeror certifies that he or she is authorized by
the Offeror to sign on the Offerors behalf, and that the Offeror shall be bound contractually by
that signature. The documents enclosed with this quote shall be made a part of the Contract, if
the Contract is awarded to this offeror. This quote is made without connection with any other
person, 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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1.3

RECEIPT OF ADDENDA

ADDENDA RECEIVED:

Addendum No.:

Date Received: ___________________

Addendum No.:

Date Received: ___________________

Addendum No.:

Date Received: ___________________

Addendum No.:

Date Received: ___________________

Addendum No.:

Date Received: ___________________

Addendum No.:

Date Received: ___________________

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

Important Note: Solicitation addenda shall be electronically posted to TriMets Vendor
Registration System, which can be accessed at www.ebidexchange.com/trimet. While TriMet is
confident in the full functionality of this system, as a legal matter, notification services offered
through the site are not guaranteed and users of the notification services offered through the
site are not guaranteed and users of the notification services are ultimately responsible for
reviewing postings to the site. Failure to acknowledge receipt of an addendum may cause a
quote 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, Oregon
metropolitan area. TriMet is an Oregon municipal corporation created on October 14, 1969
pursuant 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 projects parameters, we need to conduct preliminary research. A
number of transit agencies have developed programs to increase transit access for low-income
riders, such as the ORCA Lift Program chartered by King County Metro. Many of these
programs are still in their infancy and their impacts are still being evaluated. Some programs
provide targeted or relatively modest benefits at a modest cost. Other programs, such as the
one in King County, provide more comprehensive benefits but at a significantly higher cost.
TriMets upcoming migration to electronic fare (eFare) technology may provide a new set of
tools to help the region achieve the goal of increasing transit access for low-income riders and
minimizing administrative costs. To be effective, however, these tools would need to be paired
with funding strategies to address the cost of providing even a modestly expansive general lowincome fare program. Where additional resources would be required, careful consideration will
be given to balancing the resulting trade-offs.
The initial framework for any future programs adopted by the agency to help low-income riders
need to embody four core tenets:

2.2

1.

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

2.

Meaningful: Program is designed to address needs of low-income riders. Access

should be convenient and easy for customers.

3.

Targeted: Benefits should be directed to those that need them most, by way of
established eligibility criteria. Program employs eFare technology to maximize direct
impact.

4.

Manageable: Administering the program requires minimal cost and leverages existing
agency agreements with nonprofits and community based organizations. Eligibility
should be managed by organization(s) that have expertise in screening for incomebased programs.
Scope of Work

A program that embodies these tenets will require a process by which TriMet, alongside key
regional stakeholders, works collaboratively to develop recommendations based on the most
current information available. Investigating the feasibility of a broader low-income fare program
could benefit from a review of best practice approaches by other transit providers, and
researching the applicability of any future program across the metro area. As such TriMet is
seeking 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., verification

thresholds, subsidy levels, eFare applicability, agency costs, program funding
structure, 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 of
partnerships could be formed to underwrite such a program (for example, is there a
way 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 to
provide any needed TriMet information to help the contractor complete the following contract
deliverables:
1.

A matrix that provides program summaries and shows the characteristics of current
low income fare programs, their operating elements and data points such as those
outlined above as well as other relevant findings identified for each program (not to
exceed 40 hours)

2.

Potential costs models for a TriMet program based on 150%, 185% and 200% FPL at
25%, 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 current
or 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 the
recommendations 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 initial
deliverables being provided on a schedule to be set with the selected contractor and TriMet staff
at 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 TriMets 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 awards
shall not be made.
3.3

3.4

Type of Contract Requirements

A.

This is a requirements contract for the supplies or services specified. The

quantities 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 by

this 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 an
equitable price adjustment.

D.

During the life of the contract, TriMet may identify additional requirements for
items that are within the contract scope of work and are readily available to
Contract. TriMet reserves the right to include those items at a price that reflects
a percentage discount or percentage markup from the manufacturers published
price list. Where indicated on the price form(s), Contractor shall specify a
percentage discount or percentage markup from manufacturers published price
list for additional, but currently unidentified, items within the scope of work. The
percentage shall remain in force for the entire contract term. Furthermore,
Contractors profit margin for added items shall not exceed that for comparable
item(s) listed on the price form(s). At any time during the contract term, TriMet
reserves the right to demand proof from Contractor that the pricing for added
items is in compliance with the above requirements.

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 of
goods 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 contain
unreasonably 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:

3.7

A.

If the quote is not in substantial compliance with all prescribed public bidding
procedures and requirements;

B.

If the quote is conditioned in whole or in part upon the addition, revision, or

deletion 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 TriMets estimation, the Contractor does not have adequate financial,

material, equipment, facilities, personnel resources, or expertise, or the ability to
obtain the resources and expertise, necessary to indicate the capability of the
prospective 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 the
inquiry concerning responsibility. If a prospective Contractor fails to promptly
supply information requested by TriMet concerning responsibility, TriMet shall
base 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 reject
the quote or all quotes.

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 and
shall promptly decrease price to TriMet by the same amount. Price decreases shall occur on
date effective to Contractor.
3.8

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 prevailing in the industry.
If TriMet discovers a defect in the goods or services within one year of receipt of the final invoice
under this contract and provides prompt written notice to Contractor, then Contractor shall
remedy the defect or begin to remedy the defect within a reasonable time after notice.

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With respect to services hereunder, Contractors only obligation under the aforesaid warranty
with respect to the goods and services is for Contractor, by commercially reasonable means, to
cause the services to operate substantially in accordance with the Scope of Services attached
hereto. 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 to
Contractor under this contract.
Except as expressly set forth herein, Contractor makes no warranties with regard to service to
be performed hereunder or with regard to any equipment sold hereunder. Contractor makes no
warranties of merchantability or fitness for a particular purpose.
3.9

Payment

TriMet shall pay Contractor, upon the submission of invoices, the prices stipulated in this
Contract for supplies delivered and accepted or services rendered and accepted, less any
deductions provided in this Contract. TriMet shall pay the Contractor within thirty (30) days of
the receipt of a properly completed and submitted invoice. The Contractor may submit no more
than one invoice per month.
Notwithstanding any other additional requirements of this Contract, invoices shall contain the
contract number, the date(s) supplies were delivered or services were furnished; a detailed
description of the supplies or services furnished, and a price breakdown showing contract prices
and units. All invoices shall be submitted to TriMets 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 must
be willing to accept payment via ACH (Automatic Clearing House). TriMet will not execute this
Contract without the required information being provided on the sample Vendor/Payment Setup
Form attached as Exhibit A. A completed Setup Form will be submitted by the Contractor at
the 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 pay
employees for overtime work performed under this contract in accordance with ORS 653.010 to
653.261 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 the
extent practicable, at all times and places during the term of the contract. TriMet shall 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 may require
the Contractor to replace the supplies or perform the services again in conformity with contract
requirements, at no increase in contract amount. When the defects in supplies or services
cannot be corrected by re-performance, TriMet may (1) require the Contractor to take necessary
action to ensure that future performance conforms to contract 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 necessary action to
ensure future performance in conformity with contract requirements, TriMet may (1) by contract
or otherwise, perform the services and charge to the Contractor any cost incurred by TriMet or
(2) terminate the contract for default.
3.12

Intergovernmental Cooperative Agreement (04/05)

Pursuant to ORS 279A and TriMet contracting rules, other public agencies shall have the 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 agency and
shall not impact the Contractors obligation to TriMet. Any estimated purchase volumes listed
herein do not include other public agencies and TriMet makes no guarantee as to their
participation.
Any bidder, by written notification included with their solicitation response, may decline to
extend the prices and terms of this solicitation to any and/or all other public agencies.
3.13

Advertising or Publicity

Contractor shall not disclose, use or refer to this Agreement or any of its terms, or the name of
TriMet 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 or
indirectly, through any means of communication or observation by the Contractor or any of its
affiliates or representatives to or for the benefit of the Contractor shall remain confidential
between Contractor and TriMet. The Contractor shall hold all Confidential Information in
confidence in accordance with the terms of this agreement and use only for the purpose of
providing 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 TRANSPORTATION

DISTRICT OF OREGON
GOODS AND SERVICES CONTRACT
For
LOW INCOME FARE PROGRAM RESEARCH

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 Contract
shall be from __________________, 2016, to ________________, 2016, with TriMets
unilateral 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 by
the Contractors 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 in
this Contact for supplies delivered and accepted or services rendered and accepted,
less any deductions provided in this Contract. TriMet shall pay the Contractor within
thirty (30) days of the receipt of a properly completed and submitted invoice. The
Contractor may submit no more than one invoice per month.
Notwithstanding any other additional requirements of this Contract, invoices shall contain
the contract number, the date(s) supplies were delivered or services were furnished; a
detailed description of the supplies or services furnished, and a price breakdown
showing contract prices and units. All invoices shall be submitted to TriMets Finance
Department as follows:

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TriMet Finance Department

Attn: Accounts Payable
1800 SW First 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
must be willing to accept payment via ACH (Automatic Clearing House). TriMet will not
execute this Contract without the required information being provided on the
Vendor/Payment Setup Form attached as Exhibit _____. A completed Setup Form will
be 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. The

quantities 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 by

this 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 an
equitable price adjustment.

H.

During the life of the contract, TriMet may identify additional requirements for
items that are within the contract scope of work and are readily available to
Contract. TriMet reserves the right to include those items at a price that reflects
a percentage discount or percentage markup from the manufacturers published
price list. Where indicated on the price form(s), Contractor shall specify a
percentage discount or percentage markup from manufacturers published price
list for additional, but currently unidentified, items within the scope of work. The
percentage shall remain in force for the entire contract term. Furthermore,
Contractors profit margin for added items shall not exceed that for comparable
item(s) listed on the price form(s). At any time during the contract term, TriMet
reserves the right to demand proof from Contractor that the pricing for added
items 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 insurance
required by this Contract. Contractor shall furnish acceptable certificates of insurance
and additional insured endorsements to TriMet within ten (10) days after award of this
contract, and prior to commencement of any contract work.

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Contractor shall be responsible for the payment of all premiums and deductibles and
shall indemnify TriMet for any liability or damages that TriMet may incur due to
Contractor'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 Liability Insurance

Commercial General Liability insurance, with coverage limits not less than:
(a)
(b)

$2,000,000.00 per occurrence, bodily injury and property damage; and

$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 contain
limitations 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, and
Underground (XCU).
(2)

Business Auto Liability Insurance

Automobile bodily injury and property damage liability insurance covering all motor
vehicles, whether owned, non-owned, leased, or hired, with not less than the
following limits:
(a)
(b)

(3)

Bodily injury: $2,000,000.00 per person; $2,000,000.00 per accident; and

Property damage: $2,000,000.00 per accident.

Workers Compensation Insurance

Oregon statutory workers' compensation and employers liability coverage,
including broad form all states protection, if applicable, voluntary compensation
and Federal endorsement. Employers liability coverage shall have the following
limits:
(a)
(b)
(c)

Bodily Injury by Accident:

Bodily Injury by Disease
Bodily Injury by Disease:

$1,000,000.00 each accident

$1,000,000.00 each employee
$1,000,000.00 policy limit

Contractors who are non-subject workers meeting one of the exceptions in ORS
656.027 may not be required to carry workers compensation insurance. Any
Contractor requesting an exemption from the workers compensation coverage
listed above must make that request in writing, stating the Contractors
qualification for exemption under ORS 656.027.
Failure of TriMet to demand certificates of insurance, additional insured
endorsements or other evidence of full compliance with these insurance
requirements 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 Contractors obligation to maintain

such insurance.
The insurance required under this Paragraph shall:

6.

(1)

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

representative, agents, and employees as additional insureds with respect to
work or operations connected with the contract (excluding Professional Liability
and Workers Compensation policies);

(2)

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

(3)

Insurance policies shall be purchased only from insurance companies that meet
TriMets A.M. Best Rating criteria of A- or better (excluding SAIF) and are
authorized 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)

Contractors insurance shall apply as primary and will not seek contribution from
any insurance or self-insurance maintained by, or provided to, the additional
insureds listed above. This must be noted on the insurance certificate.

Indemnification (12/13)
A.

To the fullest extent permitted by law, Contractor agrees to fully indemnify, hold
harmless, and defend TriMet, its directors, officers, and employees from and
against all claims, demands, losses, suits, damages, losses, attorney fees, and
costs of every kind and description and expenses incidental to the investigation
and defense thereof, resulting from, based upon or arising out of, or incidental, or
in any way connected with any act, omission, fault or negligence in whole or in
part of Contractor, its agents, contractors, sub-contractors, or employees in
the performance or nonperformance of Contractors obligations under this
Contract.
The obligations of Contractor under this provision will not in any way be affected
or limited by the absence in any case of insurance coverage or by the failure or
refusal of any insurance carrier to perform any obligation on its part to be
performed under insurance policies affecting this Contract. In no way shall the
Contractor limit its liability under this Contract.

B.

FG160268LJ

This indemnity shall survive the termination of this Contract or final payment
hereunder. This indemnity is in addition to any other rights or remedies which
TriMet and the other parties to be indemnified may have under the law or under
this Contract. In the event of any claim or demand made against any party which
is entitled to be indemnified hereunder, TriMet may in its sole discretion
reserve, retain or apply any monies due to the Contractor under the contract for
the purpose of resolving such claims; provided, however, that TriMet may release
such 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 such
assurances 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 TriMets best interest. The Contractor shall be paid its costs,
including contract close-out costs, and profit on work performed up to the time of
termination. TriMet will not be responsible for payment for any work performed after the
time of termination. After termination, the Contractor shall promptly submit to TriMet its
termination claim for payment. If the Contractor has any property in its possession
belonging to TriMet, the Contractor will account for the same, and return it to TriMet in
the manner that TriMet directs.

8.

9.

Termination for Default (08/05)

A.

TriMet may, by written notice of default to the Contractor, terminate this contract
in 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) Make
progress, so as to endanger performance of this contract; or (iii) Perform any of
the other provisions of this contract.

B.

TriMet's right to terminate this contract under subdivision (A) of this clause may
only be exercised if the Contractor does not cure such failure within 10 calendar
days (or more if authorized in writing by the Contract Administrator) after receipt
of 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 Officer
considers appropriate, supplies or services similar to those terminated, and the
Contractor will be liable to TriMet for any excess costs for those supplies or
services. However, the Contractor shall continue the work not terminated.

D.

Contractor shall be paid the contract price only for completed supplies or
services delivered and accepted. If it is later determined by TriMet that
Contractor 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 the
termination as a termination for convenience.

E.

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

Applicable Law and Jurisdiction (06/03)

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

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10.

11.

Waiver and Nonwaiver (06/03)

A.

A waiver by one party of a right to a remedy for breach of this Contract by the
other party shall not be deemed to waive the right to a remedy for a subsequent
breach by the other party. TriMet's acceptance of goods or services, or payment
under this Contract, shall not preclude TriMet from recovering against Contractor
or Contractor's surety for damages due to Contractor's failure to comply with this
Contract.

B.

Both parties having had the opportunity to consult an attorney regarding the
provisions of this Contract, the parties agree to waive the principle of contract
interpretation that an ambiguity will be construed against the party that drafted
the ambiguous provision.

Mediation (03/07)
Should any dispute arise between the parties concerning this agreement that is not
resolved 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 this
agreement agree to participate in good faith in a non-binding mediation process. The
mediation shall take place in Portland, Oregon. The mediator shall be selected by
mutual agreement of the parties, but in the absence of such agreement each party shall
select a temporary mediator and those mediators shall jointly select the permanent
mediator. The mediators 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 arbitrator
to be illegal, invalid or unenforceable, the enforceability of the remaining provisions shall
not 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 indemnity
survive 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 work
performed, or products provided hereunder, including material(s) or any part thereof,
constitutes infringement of any patent, trademark, trade-name, copyright, trade secret, or
other intellectual property infringement, including but not limited to claims arising out of
the manufacture, sale or use of such work, products or materials. Such indemnification
shall 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. TriMet
shall 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 may
require the Contractor to replace the supplies or perform the services again in conformity
with contract requirements, at no increase in contract amount. When the defects in
supplies or services cannot be corrected by re-performance, TriMet may (1) require the
Contractor to take necessary action to ensure that future performance conforms to
contract 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 necessary
action to ensure future performance in conformity with contract requirements, TriMet
may (1) by contract or otherwise, perform the services and charge to the Contractor any
cost 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 the
goods have been delivered to the site designated by TriMet and an authorized TriMet
employee 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 of
Contractors goods, the Contractor shall bear the risk of loss to Contractors goods.
Contractor agrees to carry insurance to cover any such losses. Title to the Contractors
goods shall remain with Contractor while goods are in TriMets possession. If this
Contract is for the repair or servicing of TriMet owned goods, Contractor shall bear the
risk of loss until the goods have been delivered to the site designated by TriMet and an
authorized TriMet employee or agent has taken possession of them. Title to TriMet
owned goods shall remain with TriMet while goods are in Contractors possession.
Contractor agrees to carry insurance to cover any losses/damages to TriMets goods
while in Contractors 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 to
have accepted goods only after the goods have been delivered by Contractor, and
TriMet has had a reasonable opportunity after delivery to inspect the goods. Prior to
acceptance, TriMet may reject any goods that fail to conform to the requirements of this
Contract. TriMet may revoke its acceptance of goods that fail to conform to this Contract
if the failure to conform was not reasonably discoverable by ordinary pre-acceptance
inspection or evaluation. Acceptance may be revoked under this Paragraph even if
TriMet has started using the goods before discovering that they do not conform to the
contract. Upon request by TriMet, Contractor shall replace or repair to TriMet's
satisfaction any goods that have been rejected by TriMet or the acceptance of which has
been 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 this
Contract.

17.

Audit and Inspection of Records (06/03)

A.

FG160268LJ

Contractor shall maintain a complete set of records relating to this Contract in

accordance with generally accepted accounting procedures. Contractor shall
permit the authorized representatives of TriMet, the U.S. Department of
Transportation, the Oregon Secretary of State and the Comptroller General of the
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PRR 2016-272

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

18.

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, or
any 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 to
examine any directly pertinent books, documents, papers, and other records of the
subcontractor. The term "subcontract" as used in this Section excludes (1)
purchase orders not exceeding $10,000.00 and (2) subcontracts or purchase
orders for public utility services at rates established for uniform applicability to the
general public.

C.

The periods of access and examination described in subparagraphs A and B of

this Section for records that relate to (1) disputes between TriMet and Contractor,
(2) litigation or settlement of claims arising out of the performance of this
Contract, or (3) costs and expenses of this Contract as to which exception has
been taken by the Comptroller General or any of his or her duly authorized
representatives, shall continue until all disputes, claims, litigation, appeals, and
exceptions have been resolved.

Project Managers (06/03)

The Contractor's designated Project Manager shall be the Contractor's representative for
the administration of the contract documents and the supervision of the work. In all
matters relating to the performance of the work and payment therefore, and in all
situations involving actual, recommended or, proposed changes, TriMet shall accept
commitments and instructions of the Contractor only from the Project Manager or a duly
authorized representative of the Project Manager so designated in writing. After initial
approval by TriMet, the Contractor shall not change the Project Manager without the
prior written approval of TriMet.
TriMets Project Manager for this Contract is:

19.

at (503) 962-

Notices and Communications (06/03)

All notices and other communications concerning this Contract shall be written in English
and shall bear the contract number assigned by TriMet.
Notices and other
communications 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 in
writing in either a) the Notice of Award of this Contract, b) the Notice to Proceed under
this Contract, or c) to another individual specifically designated by this Contract. A
notice to the Contractor shall be effective if it is delivered to the individual who signed
this Contract on behalf of Contractor at the address shown with that signature, to a
corporate 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 the

contract 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 shall
inform TriMet of Contractor's Federal Internal Revenue Service Employer Identification
Number, or, if Contractor is an individual with no employer identification number,
Contractor's Social Security Number. The Contractor and its officers, employees, and
agents are not officers, employees or agents of TriMet as those terms are used in ORS
30.265. The Contractor, its employees or officers shall not hold themselves out either
explicitly or implicitly as officers, employees or agents of TriMet for any purpose
whatsoever, nor are they authorized to do so.
Contractor shall provide and pay for all labor, materials, equipment, utilities, and other
goods or services necessary for full contract performance unless this Contract
specifically provides otherwise.
Contractor shall supervise and direct contract
performance using its best skill, and shall be responsible for selecting the means of
contract performance. If, during or after the term of this Contract, Contractor learns of
any actual or potential defect in the services provided under this Contract, of any
problem associated with the results of contract performance, or of any nonconformance
with a provision of this Contract or of Federal, state, or local law, Contractor shall inform
TriMet immediately in writing with a full description of the defect, problem, or
nonconformance.

21.

Assignment and Sub-contracting (06/03)

Contractor shall not assign any of its rights or subcontract any of its responsibilities
under 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 Contract
fully effective. Contractor shall provide all necessary plans, specifications, and
instructions to its suppliers and subcontractors to enable them to properly perform their
work.

22.

Prompt Payment (06/03)

The prime contractor agrees to pay each subcontractor under this prime contract for
satisfactory performance of its contract no later than 10 days from the receipt of each
payment the prime contractor receives from TriMet. The prime contractor agrees further
to return retainage payments to each subcontractor within 10 days after the
subcontractors work is satisfactorily completed. Any delay or postponement of payment
from the above referenced time frame may occur only for good cause following written
approval of TriMet.

23.

Liens Prohibited (06/03)

Contractor shall not permit any lien or claim to be filed or prosecuted against TriMet, its
property or its right-of-way on account of any labor or material furnished or any other
reason 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 at

Contractors 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 shall
pay employees for overtime work performed under this contract in accordance with ORS
653.010 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 prevailing
in the industry. If TriMet discovers a defect in the goods or services within one year of
receipt of the final invoice under this contract and provides prompt written notice to
Contractor, then Contractor shall remedy the defect or begin to remedy the defect within
a reasonable time after notice.
With respect to services hereunder, Contractors only obligation under the aforesaid
warranty with respect to the goods and services is for Contractor, by commercially
reasonable means, to cause the services to operate substantially in accordance with the
Scope of Services attached hereto. 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 to Contractor under this contract.
Except as expressly set forth herein, Contractor makes no warranties with regard to
service to be performed hereunder or with regard to any equipment sold hereunder.
Contractor makes no warranties of merchantability or fitness 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. The
Contractor shall comply with the clauses required in every public contract entered into in
the 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 when
performing certain work on behalf of TriMet under contract and that the individual
employees and agents of Contractor may be treated as public officials under ORS
244.020 (14). Contractor agrees to determine whether and under what circumstances it
or 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 Contractors
control 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 indirect
interest in this contract or its proceeds during, or within one year after, that persons
tenure with TriMet, except to the extent such interest is permitted and disclosed as may
be required under applicable law and TriMet policy.
No TriMet Board member, officer, employee, or agent (or any member of the immediate
family or the partner of any of the aforementioned) shall solicit or accept, and Contractor
shall not offer or give to any TriMet Board member, officer, employee or agent (or any
member of the immediate family or the partner of any of the aforementioned), any
gratuities, favors, or anything of monetary value, in connection with the administration of
this 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 a
share 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 to
Contractor's own safety procedures, Contractor shall implement and enforce all safety
requirements that are standard in the industry and/or that are required by TriMet's Safety
Department.

30.

Intergovernmental Cooperative Agreement (04/05)

Pursuant to ORS 279A and TriMet contracting rules, other public agencies shall have
the 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 agency
and shall not impact the Contractors obligation to TriMet. Any estimated purchase
volumes listed herein do not include other public agencies and TriMet makes no
guarantee as to their participation.
Any bidder, by written notification included with their solicitation response, may decline
to 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 on
time shall be a material breach of this contract. If Contractor fails to deliver
goods/services on time, TriMet, at its discretion, may procure those goods/services from
another source. If the price paid by TriMet for goods/services procured from another
source under this Paragraph is higher than the price under this contract, Contractor shall
pay TriMet the difference between those prices. TriMet may deduct that difference from
any 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 for
convenience 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 prior
discussions or agreements regarding the same subject. This Contract may be modified
in writing by a modification that has been signed by individuals authorized to bind each
of the parties contractually. TriMet reserves the right to make administrative changes to
the contract unilaterally. An administrative change means a written contract change that
does 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 knowledge
it 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 403.200403.250 and any local tax laws
administered 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 of
the 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 for
this contract; and

7.

Contractor's Quote for this contract attached as Exhibit

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PRR 2016-272

CONTRACTOR

TRI-COUNTY METROPOLITAN
TRANSPORTATION DISTRICT
OF OREGON

By:

By:
(signature)

(signature)

Name:

Name:

Title:

Title:

Date:

Date:

Address:
APPROVED AS TO FORM

Telephone:
Linda Joy
Contract Administrator
Procurement and Contracts
Contractor's Federal I.D. No.

END OF SECTION 4 SAMPLE CONTRACT

FG160268LJ

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PRR 2016-272

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
Partnership

Corporation

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 document

Name (signature of printed name):

Title:
Date:

TRIMET INTERNAL USE ONLY

Received by:
Date:

FG160268LJ

Entered by:
Date:

Vendor Type

Vendor No:
DMWESB:

27