HomeMy WebLinkAboutTrimet - IG253002 - Transit Pass Account Funded through Metro Grant Docusign Envelope ID: 141 C4EFE-0179-4CBD-AB07-684BEF120E43
TRI ® MET
Contract No. IP170826EV
TRI-COUNTY METROPOLITAN TRANSPORTATION
DISTRICT OF OREGON (TriMet)
MONTHLY PASS PROGRAM CONTRACT
This Contract is entered into April 1, 2025 by and between the Tri-County Metropolitan
Transportation District of Oregon(TriMet) and CITY OF TIGARD - TRANSPORTATION
DEPT. (Participant), located at 13125 SW Hall Blvd., Tigard, OR 97223.
In consideration of TriMet's desire to make its fare instruments (electronic fare cards and ticket
and pass products) available to Participant, and the convenience, economic and operational
efficiencies to Participant in making TriMet fare instruments available to its members, the parties
agree to the following terms:
1. Term
This Contract shall commence on the date entered above and remain in effect until
terminated by either party as provided under the provisions of this Contract.
2. Agreement to Purchase TriMet Fare Instruments
Participant shall use its best efforts to market and sell TriMet fare instruments to their
members only, in accordance with the terms and conditions set forth in Exhibit A, which
is attached to and made a part of this Contract. This Contract and any attached exhibits
constitute the entire agreement between the parties on the subject matter hereof By
signature hereto, Participant certifies that it has read and agrees to be bound by all of the
Program Requirements, including but not limited to those applicable to the Institutional
Web Portal(Services).
3. Participant is an Independent Contractor
Participant is an independent contractor for all purposes and is solely responsible for
performance of its obligations under this Contract. Participant's employees, agents, and
subcontractors, if any, shall not be deemed to be employees or agents of TriMet.
Participant is responsible for all federal, state and local taxes and fees applicable to or
arising out of this Contract. Nothing in this Contract shall be construed to create a
partnership,joint venture or agency relationship between the parties to this Contract.
Contract ID Company Site ID
36341 38309
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4. Correspondence/Communications
(a) Participant shall designate and authorize a Program Administrator(s)to assist in
implementation of these procedures, including authorizations necessary for the Program
Administrator to access and utilize TriMet's Institutional Web Portal on behalf of
Participant. Participant assumes sole responsibility for ensuring that Program
Administrator(s) are duly authorized to administer the Program on behalf of Participant.
(b) TriMet's Representative and Participant's Program Administrator shall be responsible
for routine, day-to-day correspondence and communications regarding Participant's
implementation of the Program. Upon commencement of this Contract, TriMet and
Participant shall provide written notice to each other of the name and address of their
respective designated Representative and Program Administrator, and shall provide
prompt written notice of any change thereto.
(c) 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, emailed, 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, emailed or
telefaxed (with confirmation record), and if mailed three days after the date of the
postmark of such mailing.
5. 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 PARTICIPANT 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 ON OR UPON
CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, WARRANTY OR ANY
OTHER LEGAL THEORY. IN NO EVENT SHALL TRIMET'S TOTAL LIABILITY
TO YOU IN CONNECTION WITH THE MONTHLY PASS PROGRAM AND THE
SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED
AMOUNTS PAID TO TRIMET THEREUNDER DURING THE PRIOR 12 MONTHS.
6. Indemnity
PARTICIPANT AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS
TRIMET AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS,
AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS FROM AND
AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, JUDGMENTS, AWARDS,
MONTHLY PASS PROGRAM 3/2017 Page 2
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LOSSES, COSTS, EXPENSES OR FEES (INCLUDING REASONABLE
ATTORNEYS'FEES) ARISING OUT OF OR RELATING TO VIOLATION OF THIS
CONTRACT, INCLUDING WITHOUT LIMITATION PARTICIPANT'S USE OF THE
SERVICES OTHER THAN AS EXPRESSLY AUTHORIZED IN THIS CONTRACT.
7. Suspension of Fare Instruments
TriMet may immediately suspend availability of fare instruments to Participant where
remittal of payment is late past the payment due date set forth at Exhibit A, Paragraph
(2)(B)(1). TriMet shall provide the Participant written notice of such suspension.
Availability of Fare Instruments may be resumed only when past delinquent payments
are paid by Participant to TriMet, and where the Participant provides reasonable
assurances that it will perform according to the terms of this Contract. TriMet may
immediately suspend access to the Institutional Web Portal described in Exhibit A if
Participant violates any of the terms, conditions, or requirements of Exhibit A.
8. Termination for Convenience
Either party may terminate this Contract by providing at least 30 days prior written notice
to the other party. TriMet may discontinue availability of fare instruments upon receipt
or delivery of a written notice of termination. Within three (3) days from the effective
date of termination under this Paragraph 8, Participant shall submit any payments due to
TriMet, and return all fare instruments that remain unsold or undistributed. Participant
will receive a credit for such returned fare instruments, net any payments due to TriMet.
Termination under this Paragraph 8 shall not affect any right, obligation or liability of the
parties which accrued prior to the effective date of such termination.
9. Termination for Default
If Participant fails to perform in the manner called for in this Contract, including Exhibits
and Amendments, TriMet may terminate this Contract for default. Termination shall be
effected by serving a notice of termination on Participant setting forth the manner in
which Participant is in default. Unless otherwise stated in TriMet's notice of termination,
within three (3) days from the effective date of termination under this Paragraph 9,
Participant shall submit any payments due to TriMet, and return all fare instruments that
remain unsold or undistributed. Participant will receive a credit for such returned fare
instruments, net any payments due to TriMet. If it is later determined by TriMet that
Participant 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 Participant, TriMet, in its
sole discretion, may allow Participant to continue to perform under this Contract or may
treat the termination as a termination for convenience.
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10. Jurisdiction
This Contract shall be governed by the laws of the State of Oregon without resort to any
jurisdiction's conflict of laws, rules or doctrines, and the parties agree to submit to the
jurisdiction and venue of the courts of Multnomah County, Oregon.
11. Compliance with Laws and Nondiscrimination
Participant shall adhere to all applicable federal, state and local laws, regulations and
policies, including, but not limited to, equal employment opportunity, nondiscrimination
and affirmative action. During the term of this Contract, Participant shall not
discriminate against any person because of race, religion, color, sex, sexual orientation,
age, national origin, marital status or disability.
12. Credit Investigation
TriMet reserves the right, in its sole discretion, to require at any time during this
Contract,that Participant provide a credit report from a TriMet approved credit reporting
agency or an audited financial statement in lieu of a credit report. In such event, TriMet
will notify Participant of the information required and timelines for submission of the
report or statement.
13. Records and Audit
Participant shall maintain proper accounting records relating to this Contract and make
such records available to TriMet at its business location at all reasonable times.
Participant shall retain and make available such records for the term of this Contract plus
six(6) years from its termination or expiration and permit authorized representatives of
TriMet to inspect, audit and obtain copies of such records. TriMet may take a physical
inventory of fare instruments at Participant's business location(s) upon reasonable
advance written notice to Participant and during Participant's regular business hours.
Such inventory shall be conducted in a manner not to interfere with the Participant's
business operations.
14. No Waiver
TriMet's failure to object to any breach of this Contract shall not constitute a waiver of
TriMet's right to object to any additional breach or to require Participant to comply with
the terms of this Contract.
15. No Third Party Beneficiary
Participant and TriMet are the only parties to this Contract and are the only parties
entitled to enforce its terms. Nothing in this Contract gives, is intended to give, or will be
construed to give or provide any benefit or right, whether directly or indirectly, or
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otherwise to third persons unless such third persons are individually identified by name
herein and expressly described as an intended beneficiary of the terms of this Contract.
16. Execution of Contract
This Contract and any attached exhibits or 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 executed) with the same force and
effect as if such facsimile or"pdf' signature page were an original thereof.
17. Authority
Each party represents that the individual signing below on their respective behalf, is duly
authorized by that party to enter into this Contract.
CITY OF TIGARD - THE TRI-COUNTY METROPOLITAN
TRANSPORTATION DEPT. TRANSPORTATION DISTRICT OF OREGON
Signed by: $illy:
By: Foxlie r�� By: U/
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signature signature
4/29/2025 4/29/2025Date: Date:
Sambo Kirkman
Name: Name: JC Vannatta
please print
Community Development Director
Title: Title: Executive Director of Public Affairs
13125 SW Hall Blvd
Address:
Tigard, OR 97223
503-680-0466
Telephone Number:
MONTHLY PASS PROGRAM 3/2017 Page 5
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EXHIBIT A
Participant shall purchase and provide fare instruments to its members according to the following
terms and procedures:
1. Use of Institutional Web Portal; Website Terms of Service
A. The Participant's Program Administrator shall use an Institutional Web Portal
(Services) as a tool to administer and manage the Participant's Program.
B. Program Administrators, pending approval by TriMet, shall be given secure login
credentials to access their Monthly Pass Program account using the Services. Program
Administrators shall use the Services for the sole purpose of managing their 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.
C. Using the Services, Program Administrators shall be able to perform certain tasks
including, but not limited to:
1) Order fare instruments.
2) Order fare products, including calendar monthly passes and tickets.
3) Manage and edit their Program account profile, such as maintaining contact
information and shipping information.
4) Manage their member's fare cards, including blocking cards (deactivate) in case of
loss or theft, and unblocking cards (reactivate).
D. 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 FASTPASSTM 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.
E. TriMet grants Participant 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.
F. Unless laws prohibit these restrictions or you have our written permission, Participant
may not:
1) Copy, modify, distribute, sell, or lease any part of our Services or included
software;
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2) Reverse engineer or attempt to extract the source code of our software or copy the
scripts of the website;
3) Download, print, copy, distribute or otherwise use Materials for commercial
purposes, including commercial publication, sale or personal gain;
4) 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;
5) 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;
6) 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;
7) 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
8) 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.
G. Feedback and participation are important to us. With respect to any content submitted
or made available to TriMet (including through our "Contact Us" pages and social
media channels), Participant 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 Participant submits or posts any creative suggestions,proposals, or ideas
about TriMet products and services, Participant agrees that such submissions will be
automatically treated as non-confidential and non-proprietary. TriMet may use
Participant's Feedback without any obligation or credit to Participant.
H. 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 Participant'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 Participant 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 Participant's equipment, devices or other property
caused from use of the Services.
2. SALES AND ACCOUNTING OF FARE INSTRUMENTS
Participant will purchase monthly passes and tickets according to the procedures defined
in this Exhibit A.
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A. PROGRAM FARE INSTRUMENTS; BASIS OF SALES; REQUIREMENTS
1) Hop Fastpassm4 Fare Cards
TriMet provided contactless fare cards containing a valid fare product shall be used
as the valid fare instrument. TriMet shall provide fare cards for Participants, and
may charge a reasonable administrative fee for this service. Fare cards are intended
to be reused by the Participant, and can be reloaded with additional fare products.
Participant shall keep fare instruments in secure locked storage, accessible only to
the designated Program Administrator(s). Participants shall be required to maintain
a record associating the fare card ID number (16-digit card number) with a unique
member identifier (such as name and/or email address). Participant shall be
required to upload this list via CSV file to the Institutional Web Portal to facilitate
the purchase and loading of fare products to cards. Participant's members are
required to tap their contactless card at card readers prior to each vehicle boarding
and upon occupying any TriMet district areas requiring proof of fare payment.
2) Monthly Passes
Participant may purchase monthly passes from TriMet for its members in
accordance with the procedures set forth in this Contract. Calendar monthly passes
shall be made available for purchase via the Institutional Web Portal beginning on
the 1 1th day of the month prior to the month in which the pass is valid, through the
10th day of the valid month (e.g. a monthly pass valid for March will be available
for purchase between February l lth and March loth). The Participant's payment is
due in accordance with Paragraph B (1) Accounting Period set forth below. The
next month's passes will not be made available until the prior month's outstanding
balance is paid in full.
3) Tickets
Participant may purchase unvalidated 1-Day Passes and 2%-Hour Tickets via the
Institutional Web Portal, at any time during the month. Tickets may be ordered as
non-reloadable limited use fare media, or as products loaded to reloadable fare
cards. Members must tap fare instruments at card readers to activate the ticket.
Tickets ordered as limited use fare media shall be delivered to Participant.
Participant's payment is due in accordance with Paragraph B (1) Accounting
Period set forth below.
4) Delivery
Orders of reloadable fare cards or limited use non-reloadable fare products shall
be delivered to Participant, normally within ten(10) business days. A shipping
and handling fee may apply. TriMet shall not be responsible for late deliveries.
All mailings or deliveries shall be at a location(including to the address of the
Locations) designated by Participant. Post Office boxes or deposit boxes are not
acceptable. Participant shall be responsible for providing correct addresses and
delivery information to TriMet.
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5) Refunds; Replacement Cards
Fare instruments are non-refundable, and non-transferable. However, TriMet may
replace lost, stolen, or damaged fare cards for Participant's members, and may
charge a reasonable administrative fee for this service. To be eligible for
replacement, the member's fare card must first be disabled by Participant's
Program Administrator. Participant may also request that TriMet disable the fare
card, and in this case, TriMet reserves the right to require Participant to provide
additional information about the lost, stolen or damaged fare card, such as card ID
number.
6) Designated Agents
a. Participant may elect to participate in the Program through their designated
agent ("Agent"). Agent will enter into a contract with TriMet for
implementation of the Program in accordance with these requirements,
including the purchase of and payment for fare instruments.
b. Agent must be an incorporated entity, established for the purpose of providing
administrative services to facilitate employer transportation options or other
related services, including commercial or industrial property management
and/or other transportation related services.
c. Agent shall provide TriMet with written authorization from Participant on
Participant's official letterhead evidencing the Agent's designation.
B. ACCOUNTING PERIOD
1) Accounting Period
Payment for monthly passes and tickets is due net 30 days from the invoice date.
2) Late Payment Fee
A payment will be considered late if it is received after the due date defined in
Paragraph (2)(B)(1), as applicable. Delinquent balances shall be subject to and
assessed a 1.5% monthly, or 18% annual finance charge.
C. PAYMENT
1) TriMet will accept from Participant payments of all amounts due only in the form
of a check drawn from Participant's bank, an electronic funds transfer or
Participant's credit card. TriMet will not accept customer personal checks
2) TriMet assumes no liability for lack of member payment. If Participant elects to
accept credit cards, debit cards or personal checks from members as payment for
TriMet fare instruments, Participant assumes all risks, responsibilities and
liabilities associated with the transaction.
3) Customer will receive and process TriMet's direct submission of emailed
invoices through their company's Accounts Payable Department or their
contract/Purchase Order project manager. If TriMet is requested to submit
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invoices to the customer's outsourced third party invoice processor and is charged
a portal registration, invoice volume, or processing fee, such fees will be added
on to the customer's account and subsequently invoiced. Customer agrees to bear
responsibility and pay all such fees, given they originate from the customer's
action of outsourcing their Accounts Payable functions.
3. Advertising and Point of Sale Promotion
To assist Participant in marketing fare instruments and providing transit information to its
members, TriMet may provide point-of-sale information displays and on-site transit-use
promotional material as mutually agreed upon between TriMet and Participant.
4. Participant Information
Participant shall submit a completed Federal IRS Form W-9 either by email to
AccountsReceivable@trimet.org or by mail to TriMet, Attn: Accounts Receivable, 101 SW
Main Street, Suite 700, Portland, Oregon, 97204.
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Pass Type
TRI ® MET Po#:
EMPLOYER PROGRAM ACCOUNT SET UP FORM
Business Contact/Program Information
Legal/Contract Company Name city of Tigard
Company Name city of Tigard
Street Address 13125 Sw Hall Blvd Suite# N/A
City Tigard State OR Zip 97223
Shipping Address (Complete if location for Hop card shipment is different from address above)
Shipping Location Name Same
Street Address Same Suite # N/A
City Same State Same Zip Same
Primary Hop Account Administrator
User Name (First/Last) Tiffany Gehrke
User Title Pri nci pal Planner
User Email Tiffany.Gehrke@tigard-or.gov
User Phone 9712712281
Invoice Contact
Billing Mailing Name city of Tigard
Billing Contact Name Tiffany Gehrke
Billing Street Address 113125 Sw Hall Blvd Suite# N/A
City Tigard State OR Zip 97223
Billing Email tiffany.gehrke@tigard-or.gov Billing Phone 971-271-2281
TriMet Internal Use Only Below This Line
Account Details
Hop Online Acct Name
Sage Account Number
Contract Type
Start Date (MM/YYYY)
Payment Type
Credit Limit
Contract Type and Pass Limits
Universal Pass/Max Qty Universal Term Pass/Max Qty
Annual Pass (no max) Qty Select Term Pass (no max) Qty
Monthly Pass/SU Tickets (no max) Single-Use Tickets