Trimet ~ IG200002 ~ Trimet Universal Annual Pass Fare Program Contract No.IP200819GS
TRI @ MET
TRI-COUNTY METROPOLITAN TRANSPORTATION
DISTRICT OF OREGON
EMPLOYER CONTRACT
FOR
TRIMET UNIVERSAL ANNUAL PASS FARE PROGRAM
This Contract is entered into September 1,2019 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 Progmm
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. Tenn
This Contract shall be in effect from the date listed above through August 31,2020,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. Emplo,_e�ymeint
Employer's total payment due under this Contract is$11,442.75. Refer to Exhibit C for calculation of
Universal Annual Pass price. Employer's Universal Annual Pass price per employee per year under this
Contract is$52.25.Additional stickers 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 219.The
Employee Commute Options survey was performed July 1,2019, the results of which are contained in
the attached and incorporated Exhibit B.
5. Correspondence/Communications
(a) TriMet's Marketing 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 Marketing Representative
and Transportation Coordinator, and shall provide prompt written notice of any change thereto.
Contract ID Company 1D
33113 294
Contract No.IP200819GS
(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 trailed three days after the date of the postmark of
such mailing.
6. Limitation of Liabili
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,
WHET I ER 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 PASS PROGRAM
AND THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED
AMOUNTS PAID TO TRIMET THEREUNDER 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 OTIR THAN AS
EXPRESSLY AUTHORIZED IN THIS CONTRACT.
8. No Third Party Beneftcimy
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 on their respective behalf,is duly authorized by
that party to enter into this Contract.
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,not specified
herein regarding this Contract. 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. IP200819GS
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 executed)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: �.�. a-- By: �. c
signature signature
Date: 7/7,0/m/ Date: AUG 21 2019
Name: �pyJ� &4444Q_e Name: Bernie Bottomly
please print
Title: Title: Executive Director of Public Affairs
Address: 1205 510 kbg& tjlurd( Address: 1800 SW l'Avenue, Suite 300
77ZZ3 Portland, Oregon 97201
Telephone Number: I
Exhibit A
TriMet Universal Annual Pass Fare Program
ADMINISTRATIVE PROGRAM REQUIREMENTS
Effective Se Eernber 1 2019
The TriMet Universal Annual Pass Program("Progarn") 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 atone 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 OFA Qualified Em�loyed
Initial 1) Participating employers must purchase a Universal Annual Pass(Pass)for each qualified employee(100%
here 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 TriMct boundaries, including
the Oregon State Police;and
■ EmpIoyees 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.
Universal Pass 2019-2020 EXHIBIT A Page 2
■ The exempted personnel must be surveyed prior to receiving a fare instrument.
C. Definition of Transit Mode Split
I) 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 Iocation,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 maybe 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 2019-2020 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(validation stickers,or 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 wil l be provided
for replacement employees only in accordance with paragraph G.8)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 Wcbsite 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
I) Employer's per Pass pricing calculation formula is based on the fare in effect during the contract period as
set forth at TriMet Code Sections 19.15(C)(8)(a),(c)and(d)(a copy of TMC Section 19.1 S(C)(8)(a), (c)
and (d) is available at www.TriMet.org or on request from TriMct).
2) Employer's Total Contract Pricing shall be calculated as follows:
a. (##of qualified employees)x(per Pass price)=total contract amount.
b. The minimum annual contract price shall be the amount of the Annual Adult pass price in effect at tie
beginning of the contract year.This amount is subject to pro-rating for less than a contract term year, as
outlined in these Program Requirements.
G, Program Fare Instrument;Use of Fare Instrument; Remedies
Initial here 1) Employer shall be responsible for distributing to each participating employee,a TriMet approved fare
instrument,which shall be either a photo identification(ID)card affixed wish a TriMet issued validation
sticker or 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 affixing the validation sticker to employee photo
ID cards,or distributing contactless fare cards. Only one fare instrument may be distributed per
employee.
lnitla here 2) For Employers using a fare instrument consisting of an Employer's photo ID card affixed with a validation
sticker:
a. The employee's 1D card with the affixed validation sticker shall constitute the fare instrument and must
be carried by the employee as proof of fare payment. Employee photo ID cards already provided by
the Employer, may be used as the fare instrument when affixed with a validation sticker if approved by
TriMet prior to use.The ID card must display the following:
Universal Pass 2019-2020 EXHIBIT A Page 4
i) A photo of the employee;
ii) The employee's name; and
iii) The employer's company name.
b. The validation sticker must be placed on the ID card,near the employee's photo. The validation sticker
remains the property of TriMet,the use of which is subject to the terms of the contract between
Employer and TriMet.
c. The employee's photo ID card with an affixed validation sticker is valid as the fare instrument through
the month and year shown on the validation sticker,and shall allow travel on TriMet services within
the TriMet service district,including LIFT paratransit service,as well as Portland Streetcar.
d. TriMet does not replace lost or stolen validation stickers. TriMet, in its sole discretion,may replace
damaged or destroyed validation stickers. TriMet reserves the right to require employers to provide
adequate documentation of the damaged or destroyed validation stickers(s). If Employer cannot
provide documentation of damaged or destroyed sticker(s),the Employer may purchase additional
stickers at a prorated Pass price based on the number of months remaining in the contract year
(September 1 through August 31).
e. TriMet may provide replacement stickers for replacement employees. Employer must collect the
employee validation sticker upon an employee's separation from employment. TriMet reserves the
right,in its sole discretion,to require Employer to provide upon request the separated employee's
validation sticker or other written documentation approved by TriMet evidencing that the Employer has
disabled the effectiveness of the separated employee's fare instrument.
f. At the request of Employer,TriMet may produce photo m cards to be used as the fare instrument when
affixed with a validation sticker. TriMet may charge a reasonable administrative fee for this service.
3) For 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"Employee
Agreement Form"provided by TriMet,which shall include the employee's acceptance and agreement
to the Privacy Policy Iocated at myhopcard.com. After receiving the initial fare card,the employee
must sign a new"Employee Agreement Form"when receiving a new pass only when TriMet updates
its Universal Pass Privacy Policy or Program guidelines.
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 services within the TriMet service district during
the contract term, including LIFT paratransit service,as well as Portland Streetcar.
Universal Pass 2019-2020 EXHIBIT A Page 5
j, TriMet may replace lost,stolen,or damaged Hop Fastpass fare instruments for EmpIoyer'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 3 l).
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.3).
initial here 4) 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.
Initial here 5) Any alteration of the fare instrument, including removal of the validation sticker's serial number,shall
[,��Fy- L render the fare instrument invalid.
6) 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. TriMct 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.
7) 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.
8) In the event a lawsuit is filed to obtain performance of any kind under this Contract,the prevailing party is
entitled to additional sums as the court may award for reasonable attorney fees,all costs,and
disbursements,including attorney fees,costs,and disbursements on appeal.
9) In no event shall either party be liable for any consequential,special,incidental or punitive damages,
whether under theory of tort,contract,statute or otherwise.
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 root to
administer and manage the Employer's Program.
Universal Pass 2019-2020 EXHIBIT A Page 6
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 sccurc 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:www.myhopcard.com.
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.TRIMETO,WESO,
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.
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;
f. 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.
8) Feedback and participation are important to us.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.
Universal Pass 2019-2020 EXHIBIT A Page 7
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 WMIURANT 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.
I. 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) Subiect 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 21h-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
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
943002 P.O. Box 35146 Seattle,WA 98124-9828.
Universal Pass 2019-2020 EXHIBIT A Page 8
4
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 fust 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 Ietterhead evidencing employer's designation of Employer Designated
Agent.
K. Information Required of Employers
I) 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 included 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).
Initial here 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.
Initial here 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 1st, and make the form available for TriMet's
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 TRS
Section 6I09. 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.or .
Universal Pass 2019-2020 EXHIBIT A Page 9
Exhibit C
Q) MET
TriMet Universal Annual Pass Program
• 2019-2020 Price Estimate Worksheet •
City of Tigard
July 26, 2019
The TriMet Universal Annual Pass Program provides an opportunity for employers to purchase non-transferable Annual TriMet
transit passes for all qualified employees. The pass price is based on transit ridership (transit mode split from Employer's most
recent Employee Commute Options Survey) and the Adult Annual Pass price in effect during the term of the Universal Annual Pass
Program contract,which runs each year from September 1st through August 31st. The Adult Annual Pass price for September 1,
2019 is$1,100.
2019-2020 TriMet Universal Annual Pass Program Price Estimate
#Years Total 2018-19 2019-20 2019-20 Price
Work Site on Transit Qualified Price Per Price Per 2019-20 Total Per Employee 2019-20 Total
Program Mode Split Employees Employee Employee (full) (adjusted)* -MI. Pass Price
(full) Adj.
13125 SW Hall Boulevard 4 4.2% 219 $55.00 $50.00 $10,950.00 $52.25 $11,442.75
$0.00 $0.00 $0.00 $0.00
$0.00 $0.00 $0.00 $0.00
$0.00 $0.00 $0.00 $0.00
$0.00 $0.00 $0.00 $0.00
$0.00 $0.00 $0.00 $0.00
$0.00 $0.00 $0.00 $0.00
$0.00 $0.00 $0.00 $0.00
$0.00 $0.00 $0.00 $0.00
$o.00 $0.00 $0.00 $0.00
$0.00 $0.00 $0.00 $0.00
$0.00 $0.00 $0.00 $0.00
$0.00 $0.00 $0.00 $0.00
$0.00 $0.00 $0.00 $0.00
TOTALS 219 $50.00 $10,950.00 $52.25 $11,442.75
$11,442.75 / 12 x 12 mos. _ $11,442.75
Total Annual Price #Months 2er year #Months Left in Year Total 2019-20 Price
Please confirm the information in blue type above is correct and complete the blue box below. Then, initial and date this Price
Estimate Worksheet and submit it to your TriMet representative via email, or to employerprograms@trimet.org. The prices shown on
this Price Estimate Worksheet are estimates only and are subject to change. The final contract signed by TriMet and the Employer
will represent the final program terms. A discount of 3%off the entire contract balance may be taken if full payment is
received by TriMet within 30 days of either the contract start date or the invoice date,whichever is later. PLEASE WAIT TO
PAY UNTIL AFTER YOU RECEIVE YOUR INVOICE.
Pt, //
Date Employer Initials TriMet Rep Initials
TriMet toComplete: Employer to Complete:
Co.ID#: 24768
Survey Date: 7/1/2019 Employer Subsidy Level: )C) % or $
Contract Start Date: 9/1/2019 Payment Schedule: X Annual or _Quarterly
Contract End Date: 8/31/2020 Hop card or ID provided by: ®Employer or A TriMet
*The price may first be adjusted with a percent increase to the annual fare, then adjusted with your change in transit use to reach
the full transit use fare. Starting with year 3, the adjustment for transit use will be no more than the greater of 10%or$20.00 per
employee. The adjusted price also limits price decreases to no more than 5%from the previous year's final adjusted price.
Exhibit B
TRQMET
EMPLOYEE COMMUTE OPTIONS - Thirteenth Follow-up Survey Results
City of Tigard
13125 SW Hall Boulevard
Tigard, OR. 97223
Employee population(Eco-affected) 291
Questionnaires returned (Out of 291) 229
Response rate 79%
Survev Date Auto Trip Rate
Baseline Mar-97 90%
First Follow-up Jul-00 86%
Second Follow-up May-01 88%
Third Follow-up May-02 89%
Fourth Follow-up Apr-03 89%
Fifth Follow-up Jun-04 91%
Sixth Follow-up Jun-05 94%
Seventh Follow-up Jun-06 92%
Eigth Follow-up Jul-07 91%
Ninth Follow-up Jul-09 90%
Tenth Follow-up May-15 77%
Eleventh Follow-up Mar-17 87%
Twelfth Follow-up Aug-17 80%
Thirteenth Follow-up Jul-19 84%
Three year ECO goal (10%reduction in Baseline auto trip rate)
Auto trip rate goal 81%
Weekly auto trips to reduce 38
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 auto trips their
choices generate. This report assumes that your company will need to comply with the Department of Environmental
Quality's Employee Commute Options(ECO) Rule that targets a 10% reduction in auto trips taken to the worksite.
Weekly Employee Trips
The table below shows the number of employee trips TO this worksite during the week prior to the survey.
Number of trips Total Drove CarpoolNanpool Bus/ Bike Walk Bike+ Tele- Com-
Weekly alone (by#of people in Carpool) Max Walk Commute pressed
Trips 2 1 3 4 5 6+ 1 Total Work Wk.
Reported 1027 823 67 5 0 0 0 72 43 18 12 30 6 53
Total* 1305 1046 85 6 0 0 0 91 55 23 15 38 8 67
Total Auto Trips* 1 1091 1 1046 43 2 0 0 0 451 0 01 01 01 01 0
Percenta a of Total Trips
Baseline 87% 5% 0% 0% 0% 0% 5% 0.4% - - 4% 1% 3%
First Follow-up 83% 5% 2% 0% 0% 0% 7% 3.5% - - 4% 0% 3%
Second Follow-up 86% 4% 1% 0% 0% 0% 5% 0.8% - - 2% 0% 6%
Third Follow-up 85% 5% 1% 0% 0% 0% 7% 0.8% - - 2% 0% 5%
Fourth Follow-up 84% 9% 1% 0% 0% 0% 10% 1.5% - - 2% 0% 3%
Fifth Follow-up 89% 6% 0% 0% 0% 0% 6% 0.0% - - 2% 0% 4%
Sixth Follow-up 91% 5% 0% 0% 0% 0% 5% 0.5% - - 2% 0% 1%
Seventh Follow-up 89% 6% 0% 0% 0% 0% 6% 1.1% - - 2% 0% 1%
Eigth Follow-up 89% 5% 0% 0% 0% 0% 5% 0.4% - - 3% 0% 3%
Ninth Follow-up 88% 5% 0% 0% 0% 0% 5% 1.5% - - 5% 0% 1%
Tenth Follow-up 76% 1% 0% 0% 0% 0% 1% 3.1% 0% 4% 5% 14% 0%
Eleventh Follow-up 85% 4% 0% 0% 0% 0% 4% 2.7% 2% 0% 5%
Twelfth Follow-up 77% 5% 1% 0% 0% 0% 5% 5.0% 4% 1% 7%
Thirteenth Follow-up 80% 7% 0% 0% 0% 0% 7% 4.2% 2% 1% 3% 1% 5%
Change from baseline** 1 -7% 2% 0% 0% 0% 0% 2%1 3.80/ 20/ 1%1 -1%1 0% 2%
Jul-19 Page 1
Source: TriMet Marketing Analysis Department 2161
Exhibit B
`Adjusted to ECO-affected employees,N=291.
"In percentage points,(Current Survey-Baseline).Figures may not add up due to rounding.
Note: Your company's baseline survey establishes a 10%auto trip reduction target as a three year goal. This report
shows the status of your company's progress towards meeting its auto trip reduction goal for ECO. Subsequent surveys
are required by the ECO rule.
Additional details regarding survey results can be found on the pages to follow. Specific information regarding trips are
provided as well as responses to supplemental questions that may have been included in the survey.
For ways to reduce your auto trip rate, please see the attached TRIPS!! sheet. Consult your TriMet marketing
representative for additional information on reducing your auto trip rate.
Auto Trip Rate
The chart below tracks the auto trip rate for your company. The ECO Goal indicates the auto trip rate needed to
achieve ECO compliance.
Auto Trip Rate (Historical)
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—� Auto Trip Rate Eco Goal
Jul-19 Page 2
Source: TriMet Marketing Analysis Department 2161
Exhibit B
Technical Notes
Definitions
1. "Trips"are generated by people in their movement from one point to another. The trips that are recorded in this
survey are trips people take to work(one way). For example, an employee working five days per week generates 5
trips. Any of those 5 trips that consist of auto usage are the trips that are targeted for a 10-percent reduction by the
ECO Rule.
2. "Carpool or vanpool" -Two or more persons in a car or van traveling to work.
3. "Telecommute"-Work done at home during regular work hours, rather than at the usual worksite. (Represents
a trip not taken to the workplace.)
4. "Compressed work week"-A day off work because a full-time schedule is worked in less than 5 days per week,
e.g.,four 10-hour days. (Represents a trip not taken to the workplace.)
Assumption
The trip-reduction calculations in this report assume employees who did not complete the survey have the same
commuting patterns as those who did complete the survey.
Fluctuations between Baseline and current survey
Change in number of employees:
Change in ECO eligible employees 129
Change in number of respondents 99
Percentage point change in rate of return -2%
Calculations
1. "Baseline auto trip rate"was calculated your baseline year's data:
Total auto trips /Total trips = Auto trip rate
604 / 674 = 90%
2. "Three year goal"(10% reduction in autotrip rate):
Baseline auto trip rate *90% = Target auto trip rate
90% *0.90 = 81%
3. "Weekly auto trips to reduce":
Current auto trips- (Target auto trip rate Current total trips) = Weekly auto trips to reduce
1091 -( 81% 1305 ) = 38
Jul-19 Page 3
Source: TriMet Marketing Analysis Department 2161