Tri-Met ~ IG230001 ~ Tri-County Metropolitan Transportation District Of Oregon Employer Contract For Trimet Universal Annual Pass Fare Program Contract No. IP220953EP
TRI @ MET
TRI-COUNTY METROPOLITAN TRANSPORTATION
DISTRICT OF OREGON
EMPLOYER CONTRACT
FOR
TRIMET UNIVERSAL ANNUAL PASS FARE PROGRAM
This Contract is entered into September 1,2022 by and between the Tri-County Metropolitan Transportation
District of Oregon("TriMet") and CITY OF TIGARD ("Employer")located at 13125 SW Hall Boulevard,
Tigard,OR 97223.
1. Universal Annual Pass Program
Employer shall implement the Universal Annual Pass Program at Employer's work site(s)in accordance
with the attached and incorporated Exhibit A,Universal Annual Pass Administrative Program
Requirements (Program Requirements)as may be amended by TriMet. By signature hereto,Employer
certifies that it has read and agrees to be bound by all of the Program Requirements, including but not
limited to the Requirements initialed by Employer and those applicable to the Institutional Web Portal
("Services").
2. Term
This Contract shall be in effect from the date listed above through August 31,2023,unless terminated
sooner by TriMet as provided in the Program Requirements. TriMet also may terminate this Contract
upon 30 days advance written notice to Employer, and in such event where Employer is in compliance
with this Contract,TriMet will reimburse Employer for all returned Universal Annual Passes based on the
number of days remaining in the Contract term.
3. Employer Payment
Employer's total payment due under this Contract is $12,888.55. Refer to the Exhibit C Schedule for
calculation of Universal Annual Pass price. Employer's Universal Annual Pass price per employee per
year under this Contract is$50.15. Additional fare instruments purchased during the contract year will be
prorated based on this price, as set forth in section E.2)of Exhibit A of this Contract.
4. Universal Annual Pass Qualified Employees
The total number of Employer's qualified employees, as defined in Exhibit A, Paragraph B, is 257. The
Employee Commute Options survey was performed June 1,2022,the results of which are contained in
the attached and incorporated Exhibit B.
5. Correspondence/Communications
(a) TriMet's Representative and Employer's Transportation Coordinator shall be responsible for routine,
day-to-day correspondence and communications regarding Employer's implementation of the Pass
Program.Upon commencement of this Contract,TriMet and Employer shall provide written notice to
each other of the name and address of their respective designated Representative and Transportation
Coordinator, and shall provide prompt written notice of any change thereto.
Contract ID Company ID
35018 294
Contract No. IP220953EP
(b) All notices required to be given by the terms of this Contract shall be provided in writing and signed
by the person serving the notice, and shall be sufficient if given in person,mailed postage pre-paid
certified return receipt or telefaxed(with confirmation record)to the persons at the signature
addresses below, or to such other address as either Party may notify the other of in writing. Any
notice given personally shall be deemed to have been given on the day that it is personally delivered
or telefaxed(with confirmation record), and if mailed three days after the date of the postmark of
such mailing.
6. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRIMET, ITS
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICES PROVIDERS AND
LICENSORS SHALL NOT BE LIABLE TO EMPLOYER OR ANYONE FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES,
INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, GOODWILL, USE,
DATA OR OTHER INTANGIBLE LOSSES (REGARDLESS OF WHETHER WE HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED,
WHETHER BASED UPON CONTRACT,NEGLIGENCE, STRICT LIABILITY IN TORT,
WARRANTY OR ANY OTHER LEGAL THEORY. IN NO EVENT SHALL TRIMET'S
TOTAL LIABILITY TO EMPLOYER IN CONNECTION WITH THE PASS PROGRAM
AND THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION
EXCEED AMOUNTS PAID TO TRIMET UNDER THIS AGREEMENT DURING THE
PRIOR 12 MONTHS.
7. Indemnity
EMPLOYER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS TRIMET AND
ITS OFFICERS. DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS,
LICENSORS-FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES,
JUDGMENTS, AWARDS, LOSSES, COSTS, EXPENSES OR FEES (INCLUDING
REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR RELATING TO VIOLATION
OF THIS CONTRACT, INCLUDING WITHOUT LIMITATION EMPLOYER'S USE OF THE
SERVICES OTHER THAN EXPRESSLY AUTHORIZED IN THIS CONTRACT.
8. No Third Party Beneficiary
Employer and TriMet are the only Parties to this Contract and as such are the only Parties entitled to
enforce its terms.Nothing in this Agreement gives or shall be construed to create or provide any legal
right or benefit, direct, indirect or otherwise to any other Party unless that Party is individually identified
by name herein with the express and stated designation as an intended beneficiary of the terms of this
Contract.
9. Authority
Each Party represents that the individual signing below is duly authorized by that Party to enter into this
Contract and bind that Party to its terms.
10. Entire Agreement
This Contract and any attached exhibits constitute the entire agreement between the Parties on the subject
matter hereof. There are no understandings, agreements,or representations, oral or written, regarding this
Contract not specified herein. No waiver,consent,modification or change of terms of this Contract shall
bind either Party unless in writing and signed by both Parties and all necessary approvals have been
obtained. Such waiver, consent,modification or change, if made shall be effective only in the specific
Contract No. IP220953EP
instance and for the specific purpose given.
11. Execution of Contract
This Contract and any written modifications thereto,may be executed in two or more counterparts, each
of which together shall be deemed an original,but all of which together shall constitute one and the same
instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of
a"pdf' format date file, such signature shall create a valid and binding obligation of the Party executing
(or on whose behalf such signature is made)with the same force and effect as if such facsimile or"pdf'
signature page were an original thereof.
CITY OF TIGARD THE TRI-COUNTY METROPOLITAN
TRANSPORTATION DISTRICT OF
OREGON
By: By: ��t� .Rc�
signature
TriMet's Communications Director on behalf
Date: 8/17/2022 of JC Vannatta
Name: Steve Rymer Date: 8/19/2022
please print
Name: JC Vannatta
Title: City Manager
Title: Executive Director of Public Affairs
Address: 13125 SW Hall Blvd,Tigard,OR 97223
Address: 1800 SW 1St Avenue, Suite 300
Telephone Number: 503-718-2486 Portland, Oregon 97201
Exhibit A
TriMet Universal Annual Pass Fare Program
TRIV) MET Memo
Date: 8/16/2022
To: Direct Reports & Pu Affairs
From: JC Vannat#iector,
Executive Public Affairs Division
Subject: Delegated Authority
Wednesday, Aug. 17th at 4:00 pm until 8:00 am on Monday, Aug.
22nd, 2022
I will be out of the office/offline Aug. 181 & 191, 2022. With this memo I am delegating
my signature authority as Executive Director of Public Affairs Division to Roberta
Altstadt.
cc: Executive Staff
Direct Reports
Contracts
Accounts Payable
Human Resources
Tri-County Metropolitan Transportation District of Oregon.503-238-RIDE.TTY 503-238-5811 .trimet.org
ADMINISTRATIVE PROGRAM REQUIREMENTS
Effective September 1, 2022
The TriMet Universal Annual Pass Program("Program")is available to employers within TriMet's service district who
purchase annual passes for their employees. Participating employers are required to implement the Program in
accordance with the terms of these Administrative Program Requirements ("Requirements")and as otherwise
determined by TriMet.
A. Definition of a Worksite
1) A"worksite"is a building or group of buildings located at one physical location within the TriMet service
district and under the control of an employer.
2) An employer with multiple worksites in the district may include out-of-district worksites,provided that the
out-of-district worksite represents less than 25%of the employer's total number of enrolled employees
within the TriMet district.
B. Definition of a Qualified Employee
1) Participating employers must purchase a Universal Annual Pass(Pass) for each qualified employee(100%
participation)at each participating worksite regardless of whether the employee uses transit at the time of
purchase.
2) For the purposes of the Program, a"qualified"employee is defined as any person on, or expected to be on,
the employer's payroll, full or part-time, for at least six consecutive months, including business owners,
associates,partners, and partners classified as professional corporations. Part-time is defined as 80 or more
hours per 28-day period.
3) An employee who works at multiple worksites is considered a qualified employee at the worksite of his/her
cost center. A cost center is the department through which the employee's salary is paid.
4) Contract employees,per-diem employees, and/or temporary employees are considered qualified employees
only if they are covered under the employer's benefits package and have been included in the employee
commute options survey.
5) Exempted from the Program are:
■ Part-time volunteers(defined as less than 80 hours per 28-day period);
■ Full-time volunteers(defined as 80 or more hours per 28-day period);
■ Employees working less than part-time(less than 80 hours per 28-day period);
■ Field personnel required to use their personal vehicle as a condition of their job;
■ Employees whose regular work commute has either a start or an end time outside of TriMet's service
hours(service hours are 5:00 A.M through 1:00 A.M.);
■ Residents of the State of Washington;
■ Independent contractors;
■ Temporary or seasonal employees hired for a term of less than six(6)months;
■ Employees exempted by the Department of Environmental Quality(DEQ) for Employee Commute
Option(ECO)rule purposes;
■ Regularly sworn officers of local law enforcement agencies within the TriMet boundaries,including
the Oregon State Police; and
■ Employees who have an annual transit pass from another source (i.e., employee is a TriMet dependent
or works for two employers and has received a pass through the other employer).
6) Subject to the following subparagraph(7), categories of employees and volunteers who are exempted from
the Program, as defined in B.5)above, also must be excluded from the employee commute options survey.
The total number of employee exemptions shall not exceed 50%of the employer's total employee
population.
7) If an employer wishes to include categories of exempted employees and/or volunteers in the Program, as
defined in B.5)above,the exempted personnel to be included must have a TriMet approved fare instrument
and must be included in the employee commute options survey.
■ An employer must purchase a Pass for 100%of the category(s) of exempted personnel.
■ The exempted personnel must be surveyed prior to receiving a fare instrument.
Universal Pass 2022-2023 EXHIBIT A Page 2
C. Definition of Transit Mode Split
1) The transit mode split is defined as follows:
(Total number of transit trips to the worksite by qualified employees)divided by(Total number of trips
to the worksite by qualified employees).
2) If more than one commute mode is used to travel to a worksite,the commute mode for the longest portion
of the trip constitutes the commute mode for the purposes of the Program.
D. Survey Requirements
1) The Program's pricing structure is dependent on an accurate determination of the employer's transit mode
split. To determine the transit mode split, employers must survey their qualified employees(and categories
of exempted employees, if included in the Program) at each worksite separately using an employee
commute options survey or similar survey approved by TriMet(hereinafter"survey").
2) Surveys must be conducted for each participating worksite on the following schedule:
a. For the first year of participation:
i. A pre-program survey,within twelve months prior to the start date of the first year contract, of all
qualified employees to determine transit mode split and first year contract pricing; and
ii. A follow-up survey before the date on which the next year's contract will take effect,to determine
the next year's contract pricing and the effectiveness of the program; and
b. For all subsequent years:
i. A follow-up survey at least every other year after the first follow-up survey. Each subsequent
follow-up survey must be conducted within twelve months prior to the date on which the next
contract will take effect.
ii. The most recent survey data available will be used to determine the Pass price, even if the survey
conducted is for reasons other than to meet the minimum survey requirements for the Program,
provided that it is performed in accordance with these Program Requirements.
c. Surveys shall not be conducted more than once within the period of three months,without prior
approval from TriMet.
3) The survey instrument must be approved by TriMet; and
a. The survey must be distributed to all qualified employees and achieve a return rate of a minimum of
75%; or
b. Companies with 400 or more employees at a worksite may use a statistically valid sampling
methodology approved by TriMet with the prior approval of DEQ or TriMet and achieve a return rate
of a minimum of 75%.
c. Companies with 15 employees or less must survey 100%of their eligible employees.
4) Surveys must be distributed during the week following a typical workweek for the worksite and not
bordering on a holiday.
5) If an employer moves a worksite to a different location during a contract year,the original contract price
remains valid until the expiration of the contract. In the event that the new location results in a significant
change in transit service from the previous location,the employer must re-survey its qualified employees
before the date on which the next contract will take effect to identify the transit mode split at the new
worksite. The next contract price will be calculated according to the transit mode split at the new worksite
location. The survey schedule for subsequent contract years will be determined as set forth above in D.2)b.
Employers that move to a new location with a significant decrease in transit service shall not be subject to a
limit to a maximum annual price decrease.
6) An employer may participate at individual worksites, or all worksites. If an employer wishes to participate
in the Program at more than one worksite,the employer must survey qualified employees at each worksite
separately to determine the transit mode split at each worksite. Each worksite's price per Pass is based on
the transit mode split at that site.
a. If an employer adds a worksite(s) during the term of a contract, additional Passes may be purchased for
all qualifying employees at the new worksite(s) at the existing price per Pass dictated by this contract
for the term of this contract. After the first full contract term, a survey must be performed at the new
worksite(s)to determine the transit mode split to be used for the calculation of the following contract
Universal Pass 2022-2023 EXHIBIT A Page 3
year's price per Pass, after which the survey schedule for the new worksite(s)will follow according to
the schedule established by the contract that is in effect.
b. If an employer wishes to purchase the Program for employees at an out-of-district worksite,it is not
necessary to survey those employees and if they are surveyed,the resulting information cannot be used
to determine overall transit mode split. The out-of-district worksite(s)'s price per Pass shall be that
dictated by this contract.
E. Program Requirements; General
1) The Program shall be based on an annual contract term of September 1 through August 31 in accordance
with Paragraph F below. For employers joining the Program mid-year,the Program cost shall be prorated
based on the number of months remaining in the contract term(September 1 through August 31).
2) TriMet will issue Universal Annual Pass fare instruments (contactless fare cards containing a Universal
Annual Pass, as determined by TriMet)for all qualified employees at the employer's contract price. If the
employer hires additional qualified employees during the contract term,the employer shall purchase
additional fare instruments, at a prorated cost based on the number of months remaining in the contract
term(September 1 through August 31)for these additional new hires.
3) TriMet does not prohibit employers from re-selling the Passes to their employees; however,the selling
price shall not exceed the per employee Pass price paid by Employer under this contract.
4) TriMet will not provide refunds for terminated employees. Replacement fare instruments will be provided
for replacement employees only in accordance with paragraph G.2)below.
5) Employer shall designate and authorize a Program Administrator(s)to assist in implementation of these
Requirements, including authorizations necessary for the Program Administrator to access and utlize
TriMet's Institutional Website on behalf of Employer. Employer assumes sole responsibility for ensuring
that Program Administrator(s)are duly authorized to administer the Program on behalf of Employer.
F. Program Contract Pricing
Employer's per Pass pricing calculation formula is shown on the Exhibit C Schedule, attached hereto.
G. Program Fare Instrument;Use of Fare Instrument; Remedies
1) Employer shall be responsible for distributing to each participating employee, a TriMet approved fare
instrument,which shall be a contactless fare card. The Employer shall verify participating employee
eligibility before a fare instrument is provided to an employee. Only the Employer's Program
Administrator(s)may provide participating employees with a fare instrument,including distributing
contactless fare cards. Only one fare instrument may be distributed per employee.
2) Employers using contactless Hop Fastpass®cards(fare cards)as the fare instrument:
a. TriMet approved contactless fare cards containing a Universal Annual Pass fare may also be used as
the valid fare instrument. Fare cards shall include the Employer's name and employee's name, and
may also include a photo.
b. If the approved fare card does not include a photo,the employee may be asked to display other valid
photo identification as proof of their identity.
c. TriMet may produce fare cards for participating Employers, and may charge a reasonable
administrative fee for this service. Fare cards produced by TriMet remain the property of TriMet,the
use of which is subject to the terms of the contract between Employer and TriMet.
d. Employers may produce their own personalized fare cards,if approved by TriMet,which must include
the Employer's name, employee's name, and may include a photo of the employee. In this case,blank
white plastic card stock developed to interact with a contactless card reader will be provided by TriMet
to the Employer,to be used solely for the purpose of creating a fare card for use on TriMet service.
e. Fare cards are intended to be reused by the employee, and may be used for the subsequent contract year
when containing a Universal Annual Pass fare valid for that period.
f. Prior to providing the employee with a fare card containing an Annual Pass,Employer shall obtain the
employee's written agreement to the Program guidelines and participant responsibilities as set out in
the Employee Agreement Form provided by TriMet,which will include the employee's acceptance and
agreement to the Privacy Policy located at https://myhopcard.com/home/privacy and the Terms of
Universal Pass 2022-2023 EXHIBIT A Page 4
Service located at https://myhopcard.com/home/terms. TriMet may update the Privacy Policy and
Terms of Service from time to time as provided in the Privacy Policy and Terms of Service.
g. Employers shall be required to maintain a record associating card ID number with a unique employee
identifier. Employers shall be required to upload a list including employee's first name, last name, and
email address via CSV file to the Institutional Web Portal, as further described in Section 3.
h. Employees are required to tap their contactless card prior to each vehicle boarding and upon occupying
any TriMet district areas requiring proof of fare payment. Employees must sign a written statement
accepting these proof of fare payment provisions.
i. A valid fare instrument shall allow travel on TriMet vehicles within the TriMet service district during
the contract term, including LIFT paratransit vehicles,as well as Portland Streetcar.
j. TriMet may replace lost, stolen, or damaged Hop Fastpass®fare instruments for Employer's
participating employees, and may charge the Employer a reasonable administrative fee for this service.
To be eligible for replacement,the employee's fare instrument must first be disabled by Employer's
Program Administrator. Employer may also request that TriMet disable the fare instrument, and in this
case, TriMet reserves the right to require Employer to provide additional information about the lost,
stolen or damaged fare instrument, such as card ID number. If the fare instrument cannot be disabled,
the Employer may purchase additional fare instruments based on the number of months remaining in
the contract year(September 1 through August 31).
k. TriMet may provide replacement fare instruments for replacement employees. To be eligible,the
Employer must have disabled the fare instrument issued to the separated employee. Employer may
also request that TriMet disable the fare instrument, and in this case,TriMet reserves the right to
require Employer to provide additional information about the replaced fare instrument, such as card ID
number. Replacement fare instruments shall be provided only in accordance with the requirements set
forth in this paragraph G.2).
3) The fare instrument is non-transferable and is a valid fare instrument only for the participating employee to
whom it is issued. The fare instrument may not be provided to, sold to, or used by anyone other than the
participating employee to whom it is issued. Use of the fare instrument is subject to all provisions in the
TriMet Code,violation of which may result in fines and/or exclusion.
4) Any alteration of the fare instrument shall render the fare instrument invalid.
5) In the event that TriMet reasonably believes that any of an Employer's employees has duplicated, altered,
or otherwise used the fare instrument in a manner not authorized by this Contract,upon notice from TriMet,
Employer shall conduct a reasonable investigation of the matter, including notice to the employee and an
opportunity for the employee to respond. Employer shall submit written findings of its investigation to
TriMet. TriMet reserves the right to make its own independent investigation and determinations as to
whether the misuse occurred. If,based on the results of an investigation,TriMet determines that the misuse
occurred,TriMet reserves the right to require the Employer to return the employee's fare instrument or
provide written assurance to TriMet that Employer has disabled the effectiveness of the employee's fare
instrument. Employer shall not forward any Employer-generated photo ID cards to TriMet. In addition,
TriMet reserves all rights and remedies available under law.
6) If TriMet reasonably believes that Employer has provided falsified information, intentionally provided fare
instruments to non-participating employees or other ineligible persons, or that Employer is otherwise in
breach of the contract including but not limited to failure to make a contract payment when due,TriMet
reserves the right in its sole discretion to demand within the timelines specified by TriMet,that Employer
return any or all fare instruments or that Employer provide other assurance that Employer has disabled the
effectiveness of any fare instruments, and may also immediately terminate the Contract. In addition,
TriMet reserves all rights and remedies available under law. In the event of contract termination by
TriMet, Employer's sole remedy shall be reimbursement for the remainder of the contract term, so long as
fare instruments are disabled, employer's failure to distribute the fare instruments does not constitute a
breach of the contract, and employer is otherwise not in default of the contract terms. Any reimbursement
to employer may be prorated by TriMet based on the number of days remaining in the contract term.
7) In the event a lawsuit is filed to obtain performance of any kind under this Contract, each Party shall be
responsible for its own attorney fees, costs and disbursements, at trial and on appeal.
8) In no event shall either Parry be liable for any consequential, special,incidental or punitive damages,
whether under theory of tort, contract, statute or otherwise.
Universal Pass 2022-2023 EXHIBIT A Page 5
H. Use of Institutional Web Portal; Website Terms of Service
1) The Employer's Program Administrator shall use an Institutional Web Portal("Services")as a tool to
administer and manage the Employer's Program.
2) Program Administrators,pending approval by TriMet, shall be given secure login credentials to access their
Employer's Program account using the Services. Program Administrators shall use the Services for the
sole purpose of managing their Employer's Program, and only as provided in these Requirements. Program
Administrators are responsible for any activity that occurs under their account. Program Administrators
shall keep usernames and passwords secure and shall not allow anyone else to use them to access the
Services. TriMet is not responsible for any loss that results from the unauthorized use of Program
Administrator's username and password,with or without Program Administrator's knowledge.
3) Using the Services,Program Administrators shall be able to perform certain tasks including,but not limited
to:
a. Order fare instruments.
b. Order fare products.
c. Manage and edit their Employer's account profile, such as maintaining contact information and
shipping information.
d. Manage their employee participant's fare cards, including blocking cards(deactivate)in case of loss or
theft, and unblocking cards(reactivate).
4) Employer's use of the Services is subject to TriMet's Privacy Policy, located at:
https://DMhopcard.com/home/Trivac .
5) All content included in or through the Services, such as text(including blog posts, schedules, arrival
information, fare information), graphics (including maps), designs, logos,presentations,videos, data,
instructions,photos, and software(the"Materials"), is the property of TriMet or its licensors. The Materials
are protected by copyright,trademark and other intellectual property laws.TRIMET®,WES®,
TRANSITTRACKERTM,Hop Fastpass®and other trademarks, service marks and logos that we use,are
trademarks of TriMet. Third-Party trademarks that appear in connection with the Services are the property
of their respective owners. The trademarks displayed in connection with the Services may not be used
without express written permission.
6) TriMet grants Employer a personal,United States,royalty-free,non-assignable and non-exclusive license
to use the Materials available as part of the Services. This license is for the sole purpose of using the
Services for TriMet's intended purposes and is subject to the license restrictions below.
7) Unless laws prohibit these restrictions or you have our written permission,Employer may not:
a. Copy, modify, distribute, sell, or lease any part of our Services or included software;
b. Reverse engineer or attempt to extract the source code of our software or copy the scripts of the
website;
c. Download,print, copy, distribute or otherwise use Materials for commercial purposes,including
commercial publication, sale or personal gain;
d. Use any manual process or robot, spider, scraper, or other automated means to collect information or
Materials from the Services or from users of the Services;
e. Circumvent any of the technical limitations of the Services or interfere with the Services, including by
preventing access to or use of the Services by our other users;
£ Change or remove any copyright,trademark, or other proprietary notices, including without limitation
attribution information,credits, and copyright notices that have been placed on or near the Materials;
g. Impersonate any person or entity or misrepresent yourself or your entity in connection with the
Services, or attempt to use another user's account without the user's permission; or
h. Post or transmit through the Services any material that reasonably could be considered obscene,lewd,
lascivious,excessively violent,harassing,or otherwise objectionable to some or all users.
Universal Pass 2022-2023 EXHIBIT A Page 6
8) With respect to any content submitted or made available to TriMet(including through our"Contact Us"
pages),Employer grants to TriMet a non-exclusive,perpetual,worldwide, fully paid and royalty-free,
transferable license to use,copy, distribute,publicly display,modify, and create derivative works from such
content, for the limited purpose of operating,promoting, and improving the Services, and to develop new
Services. In the event that Employer submits or posts any creative suggestions,proposals, or ideas about
TriMet products and services,Employer agrees that such submissions will be automatically treated as non-
confidential and non-proprietary. TriMet may use Employer's feedback without any obligation or credit to
Employer.
9) THE SERVICES AND MATERIALS ARE PROVIDED"AS IS,""AS AVAILABLE,"AND WITHOUT
WARRANTIES OF ANY KIND.ALL USE OF THE SERVICES AND MATERIALS IS AT
EMPLOYER'S SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, TRIMET
DISCLAIMS ALL WARRANTIES OF ANY KIND,WHETHER EXPRESS, IMPLIED OR
STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE,
QUALITY,PERFORMANCE,MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,
ACCURACY,AND NON-INFRINGEMENT,AS WELL AS WARRANTIES IMPLIED FROM A
COURSE OF DEALING OR COURSE OF PERFORMANCE. TRIMET DOES NOT WARRANT THAT
THE SERVICES WILL BE CONTINUOUS, PROMPT, SECURE, OR ERROR-FREE. TRIMET
ASSUMES NO LIABILITY FOR ANY ERRORS OR OMISSIONS, INCLUDING THE INACCURACY
OF CONTENT, OR FOR ANY DAMAGES OR LOSSES THAT EMPLOYER OR ANY THIRD PARTY
MAY INCUR AS A RESULT OF THE UNAVAILABILITY OF THE SERVICES. TRIMET ASSUMES
NO RESPONSIBILITY,AND SHALL NOT BE LIABLE FOR,ANY DAMAGES TO EMPLOYER'S
EQUIPMENT,DEVICES OR OTHER PROPERTY CAUSED FROM USE OF THE SERVICES.
1. Payment Options; Issuance of Fare Instruments; and Contract Remedies
1) The employer shall be required to enter into a written contract based on the annual term of September 1
through August 31, in a minimum annual amount of the Annual Adult pass price. The contract amount
may be prorated for less than one year, as provided for in these program requirements. An Employer
signed contract must be received by TriMet before the contract start date.
2) Subject to (a)and(b)below,Employers with a total contract amount of$6,050 or greater may elect to
submit the total payment amount in full, or shall pay the total payment in equal quarterly installments.
Employers with a total contract amount of less than$6,050 must submit payment in full.
a. Payment in Full: All Employers new to the Program must submit full payment prior to receiving fare
instruments, in which case a discount of 3%off the entire contract balance may be taken. Employers
renewing their participation in the Program by executing a new contract,with prior credit approval
from TriMet,will be invoiced with payment due net 30 days from the invoice date or the contract start
date,whichever is later, in which case a discount of 3%off the entire contract balance may be taken. If
full payment is not received by TriMet within the time allotted by this contract,the 3%discount will be
void.
b. Quarterly Payments: Employers new to the Program that are eligible to elect to make quarterly
payments are required to submit payment for the first quarter prior to receiving fare instruments,with
subsequent quarterly payments due net 30 days from the invoice date. Employers renewing their
participation in the Program by executing a new contract,with prior credit approval from TriMet,will
be invoiced for the first quarter with payment due net 30 days from the invoice date or the contract start
date,whichever is later. Employers who elect to make quarterly payments are ineligible for the 3%
discount.
3) Payment for additional fare instruments purchased throughout the contract year must be paid in one lump
sum, and will not be calculated into remaining quarterly payments. Payment for additional fare instruments
is due net 30 days from the date of the invoice. If employer is an entity for which applicable law specifies a
maximum time period for payment,that maximum time period shall apply.
4) If approved by TriMet,Employer may also purchase limited use disposable tickets, including 1-Day Passes
and 2%2-Hour Tickets. Employers new to the Program must submit payment in full before fare products
will be shipped. Employers with prior credit approval from TriMet will be invoiced for fare products with
payment due net 30 days from the invoice date.
5) Payments not received by the due date will accrue interest at an annual rate of 18%. If employer is an entity
Universal Pass 2022-2023 EXHIBIT A Page 7
for which applicable law specifies a maximum interest rate that the entity may pay,that maximum interest
rate shall apply.
6) In the event an employer fails to make a payment as scheduled in the contract,TriMet reserves all its rights
and remedies under law,including but not limited to the right to suspend future issuance of fare instruments
and as otherwise provided in Paragraph G above.
7) Invoices past due over 90 days will be forwarded to TriMet's Legal Department for further action.
8) Payment(s) shall be made by either ACH or submitted to TriMet's Finance Department,Attn: TriMet
#43002 P.O. Box 35146 Seattle,WA 98124-9828.
9) Fare instruments will be provided to the employer,normally within ten(10)business days of TriMet's
receipt of an employer's total payment or first quarterly installment due as described above. For employers
renewing their participation in the Program by executing a new contract, and with prior credit approval
from TriMet, fare instruments will be provided normally within ten(10)business days of receipt of an
employer's signed contract. TriMet is not responsible for late deliveries. A designated representative of
the employer must sign for receipt of the fare instruments. TriMet reserves the right to limit the number of
fare instruments provided at any one time, or to determine the distribution schedule thereof.
J. Employer Designated Agents
1) Employer may elect to participate in the Program through their designated agent("Employer Designated
Agent"). Employer Designated Agent will enter into a contract with TriMet for implementation of the
Program in accordance with these Program requirements,including the purchase of and payment for fare
instruments.
2) Employer Designated Agent must be an incorporated entity, established for the purpose of providing
administrative services to facilitate employer transportation options or other employer related services,
including commercial or industrial property management and/or other transportation related services.
3) Upon TriMet's request,Employer Designated Agent shall provide TriMet with written authorization from
employer on employer's official letterhead evidencing employer's designation of Employer Designated
Agent.
K. Information Required of Employers
1) Prior to contract approval, TriMet must receive the survey data form, or an equivalent document with the
following information:
a. the total number of employees, in all work groups;
b. the total number of qualified employees, according to these Program Requirements;
c. the total number of employees in other employee work groups to also include in the Program; and a
copy of the employer's survey results and data. A participating employer must conduct follow-up
surveys as defined above,with results and data provided to TriMet. The survey instruments must be in
conformance with the survey requirements as described in these Program Requirements.
d. TriMet shall not be bound and assumes no obligation in any respect with regard to the Program until
TriMet's authorized signator executes the contract.
2) TriMet, at its sole discretion,may require an employer to verify the number of qualified employees and to
confirm employee status at any time during the term of the contract. TriMet may also require an employer
to demonstrate that fare instruments are kept in secure locked storage, accessible only to the employer's
designated program administrator(s).
3) Employees must sign a statement(Employee Agreement Form)verifying receipt of a fare instrument. The
statement includes a signed acknowledgement by the employee that the fare instrument is non-transferable
and may only be used by the employee to whom it was issued, and that the fare instrument must be returned
to the employer upon separation from employment. Employees determined to knowingly violate these
terms may face criminal prosecution for theft of services.
4) Each fare instrument includes a unique serial number for the purposes of tracking and control. For each
employee that receives a fare instrument,the employer's designated program administrator, or the program
administrator's designee, shall record the fare instrument's ID serial number on the Employee Agreement
Form, along with the employees' signed statement agreeing to the terms and conditions of receiving the
fare instrument.
5) All fields of the Employee Agreement Form must be completed in full. The employer must return a copy
of the Employee Agreement Form to TriMet by October 1 st, and make the form available for TriMet's
Universal Pass 2022-2023 EXHIBIT A Page 8
review upon request by TriMet. The employer shall retain a copy of the Employee Agreement Form
through the end of the contract period.
6) Employer shall provide TriMet an IRS (EIN)Employer Identification Number, or if Employer does not
have an IRS EIN Employer shall supply a Social Security Number for purposes of compliance with IRS
Section 6109. Employer shall submit a completed Federal IRS Form W-9 to TriMet,Attn: Revenue
Accountant, 1800 SW Is'Avenue, Suite 300,Portland, Oregon, 97201, or by email to
AccountsReceivable@trimet.org.
Universal Pass 2022-2023 EXHIBIT A Page 9
,�VL Westside
Transportation
7* 1 Nr Alliance
CITY OF TIGARD ECO SURVEY RESULTS - DEQ REPORT (ECO AFFECTED EMPLOYEES)
June 2022
This report summarizes your employees'responses to the Employee Commute Options Survey.The results
identify the modes of transportation your employees use to commute to your worksite and the number of
weekly trips their choices generate.
ECO Affected Employee Population 257
City of Tigard ECO Affected Population Surveyed 257
13125 SW Hall Blvd ECO Affected Surveys Returned 201
Tigard,OR 97223 ECO Affected Response Rate 78%
Current Auto Trip Rate(ATR) 59%
Baseline ATR 90%
Target ATR 81%
Weekly Employee Trips
Commute Method Reported Total Expected %of Total Total Weekly
Weekly Trips Weekly Trips Weekly Trips Auto Trips
Drive Alone or Motorcycle 489 625 57% 625
Public Transit(MAX,bus,stre 23 29 3% 0
Carpool or Vanpool 43 55 5% 25
2-person 35 45 4% 22
3-person 5 7 1% 2
4-person 3 3 0% 1
5-person 0 0 0% 0
6+people 0 0 0% 0
Bicycle 17 22 2% 0
Walk 15 19 2% 0
Telework 224 286 26% 0
Compressed Day Off 49 63 6% 0
TOTAL 860 1 1100 1 100% 1 651
2%
2% ■Drive Alone or Motorcycle
5%, ■Public Transit(MAX, bus,
160/6 streetcar, WES, etc.)
3%— Carpool or Vanpool
Bicycle
■Walk
■Telework
■Compressed Day Off
"Trip"-a one-way commute trip that an employee takes to/from work.
"Total Expected Trips"-an estimate based on the total employee population.The"Total Expected Trips"is calculated by dividing the reported
weekly trips by the survey response rate.
"Auto Trip Rate"-based on the sum of drive alone trips and carpool trips.Carpool trips are totaled based on the number of riders(one 2-person
carpool trip counts as a 1/2 drive alone trip,one 4-person carpool trip counts as a 1/4 drive alone trip,etc.).The"Auto Trip Rate"is calculated by
dividing the total weekly auto trips by the total expected weekly trips.
City of Tigard ECO Survey June 2022
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