2022 Sample Contract and Exhibits A to M COMBINED.pdf

TRANSIT OPERATIONS CONTRACT (ORS Chapter 279B) Page 1

PUBLIC PROCUREMENT CONTRACT

(ORS Chapter 279B) by and between COLUMBIA COUNTY and CONVERGINT

This Agreement is made and entered into by and between COLUMBIA COUNTY, a political subdivision of the State of Oregon, hereinafter referred to as "County", and ________________________, hereinafter referred to as "Contractor".

WITNESSETH:

IT IS HEREBY AGREED by and between the parties above-mentioned, in consideration of the mutual promises hereinafter stated, as follows:

1. Effective Date. This Agreement is effective on July 1, 2022.

2. Termination Date. This Agreement shall terminate of June 30, 2025 subject to the following:

a. The County may extend the term of this Agreement by up to two (2) additional one (1) year terms by providing notice to extend to Contractor at least 60 days before any Term expires; and

b. The parties may sooner terminate this contract as provided herein.

3. Contract Documents. This Contract includes of the following documents:

Exhibit A - Request for Proposals (RFP) Exhibit B - Contractor’s Proposal Exhibit C - Transit Service Area Boundaries Exhibit D - Transit Service Schedules Exhibit E - Medicaid Transportation Contract Exhibit F - Grant Requirements Exhibit G - Federal Requirements Exhibit H - FTA Drug and Alcohol Regulations Exhibit I - Certification Regarding Lobbying Exhibit J - County Vehicle Fleet

In the event of conflicting terms, the Federal Requirements shall control, followed by the Grant requirements, this Contract, the County’s RFP, and Contractor’s Proposal in that order.

4. Contractor Services. Contractor agrees to provide the services described in Exhibits A and B, which are incorporated herein by this reference.

5. County Transportation Service Expansion. As County’s transportation system continues to evolve, there may be additional services, equipment or other details to accommodate. It is the intent of the Parties that these changes and/or additions be

SAMPLE TRANSIT OPERATIONS CONTRACT (ORS Chapter 279B) Page 2 handled through frequent communication, with the goal of providing the best possible service to County riders. These issues will be negotiated and documented through letters, memoranda of understanding, or if necessary, amendments to this Contract.

6. Consideration. County shall pay Contractor on a time and materials basis, according to the rate set forth in Exhibit B. Said amount is the complete compensation to Contractor for the services performed under this Agreement. This fee shall include all expenses incurred by Contractor. Unless otherwise agreed to in writing by the parties, payment shall be made as provided in Section 6 of this agreement.

Each year, approximately 60 days prior to the anniversary of the effective date of this agreement, County and Contractor shall engage in a performance and compensation review, during which County shall review provide feedback on performance metrics such as Fixed-Route and Dial-A-Ride on-time performance, missed runs, rides per hour. Contractor may propose a rate increase of no more than the annual increase in the Bureau of Labor Statistics Consumer Price Index – West Region. Any resulting rate increase shall be approved by the County in writing and will become effective beginning the upcoming anniversary of the effective date of the agreement.

This Agreement is subject to the appropriation of funds by County, and/or the receipt of funds from state and federal sources. In the event sufficient funds shall not be appropriated, and/or received, by County for the payment of consideration required to be paid under this Agreement, then County may terminate this Agreement in accordance with Section 24 of this Agreement.

7. Billing And Auditing

a. Billing/Payment. Contractor shall submit a detailed invoice to County on a monthly basis. Contingent upon preliminary verification of the invoice, County will pay Contractor within thirty (30) days from the date of submission. The County will notify Contractor within 10 business days of receipt of an invoice if any amounts are disputed or not supported with proper documentation.

County may at any time conduct an audit of any and/or all records kept by Contractor for these services. Any overpayment uncovered in such an audit may be charged against Contractor’s future invoices. Any underpayment uncovered in such an audit may be billed to County in future invoices. County will withhold payment for services which failed to meet service specifications or are otherwise questionable.

b. Audits and Examinations. Upon County’s request, contractor agrees to authorize an annual, independent financial audit or review to be performed by individuals licensed as certified public accountants by the Oregon Board of Accountancy, and who are independent of the Contractor’s management. The following steps may be requested to be taken as part of the annual audit or examination of Contractor’s activities:

TRANSIT OPERATIONS CONTRACT (ORS Chapter 279B) Page 3

i. The audit/review report should contain a statement of all receipts and disbursements and such report shall further identify all relevant funding sources, including program income, and identify all other documents, books or records which support the final fiscal report.

ii. The audit/review shall cover the Contractor’s fiscal year and any other period during which the Contractor provided services pursuant to the terms of this Agreement.

iii. The Contractor’s auditor shall submit the audit directly to the County not later than ninety (90) days following the end of the Contractor’s fiscal year.

iv. County shall procure and pay for all audit/review costs.

8. Permits - Licenses. At its sole cost and expense, Contractor shall obtain any and all permits, licenses, certificates, or entitlement to operate as are now or hereafter required by any agency, specifically including the Oregon Department of Transportation, and local building, planning and business license departments, to enable Contractor to perform this Contract, and shall provide copies of all such entitlement to County when received by Contractor. Contractor is liable for any and all taxes due as a result of this Contract.

9. Compliance with Codes and Standards.

a. It shall be the Contractor's responsibility to demonstrate compliance with all applicable Federal, State and local acts, statutes, ordinances, regulations, executive orders, proclamations, provisions and rules.

b. Contractor and its employees shall engage in no activity which creates an actual conflict of interest or violates the Code of Ethics as provided by ORS Chapter 244, or which would create a conflict or violation if Contractor were a public official as defined in ORS 244.020.

c. Contractor shall comply with all federal, state and local licensing and/or regulatory requirements (including permits - OSHA, DOT, EPA,) for the provision of elderly and disabled and public transportation services. Contractor shall be bound by the same terms and conditions of applicable federal and state regulations as are imposed on County for the proper administration of this Contract and under federal funding requirements.

d. No member of or delegate to the Congress to the United States, or other elected local, state or federal official, shall be admitted to any share or part of this Contract or to any benefit arising therefrom.

SAMPLE TRANSIT OPERATIONS CONTRACT (ORS Chapter 279B) Page 4

10. Independent Contractor. Contractor is engaged hereby as an independent contractor and shall not be considered an employee, agent, partner, joint venturer or representative of County for any purpose whatsoever. County does not have the right of direction or control over the manner in which Contractor delivers services under this Agreement and does not exercise any control over the activities of the Contractor, except the services must be performed in a manner that is consistent with the terms of this Agreement. County shall have no obligation with respect to Contractor’s debts or any other liabilities of Contractor. Contractor shall be responsible for furnishing all equipment necessary for the performance of the services required herein. In addition:

a. Contractor will be solely responsible for payment of any Federal or State taxes required as a result of this Agreement.

b. This Agreement is not intended to entitle Contractor to any benefits generally granted to County employees. Without limitation, but by way of illustration, the benefits which are not intended to be extended by this Agreement to the Contractor are vacation, holiday and sick leave, other leaves with pay, tenure, medical and dental coverage, life and disability insurance, overtime, social security, workers' compensation, unemployment compensation, or retirement benefits (except insofar as benefits are otherwise required by law if the Contractor is presently a member of the Public Employees Retirement System).

c. The Contractor is an independent contractor for purposes of the Oregon workers' compensation law (ORS Chapter 656) and is solely liable for any workers' compensation coverage under this Agreement. If the Contractor has the assistance of other persons in the performance of the Agreement, the Contractor shall qualify and remain qualified for the term of this Agreement as a carrier-insured or self-insured employer under ORS 656.407. If the Contractor performs this Agreement without the assistance of any other person, unless otherwise agreed to by the parties, Contractor shall apply for and obtain workers' compensation insurance for himself or herself as a sole proprietor under ORS 656.128.

11. Personnel. Contractor shall be solely responsible for the provision, training and satisfactory work performance of all employees as needed, in accordance with the following:

a. Payment of Wages and Benefits. Contractor shall be solely responsible for payment of all employee and/or subcontractor wages and benefits. Without any additional expense to County, Contractor shall comply with the requirements of employee liability, Workers’ Compensation, employment insurance, Social Security, OSHA regulations, EPA laws, and all other applicable laws.

b. County Right to Request Removal of Contractors Employee. County shall have the right to demand removal from the Program, for reasonable cause, TRANSIT OPERATIONS CONTRACT (ORS Chapter 279B) Page 5 any personnel furnished by Contractor, provided that County shall make such request to Contractor in writing giving such reasons. Contractor shall obtain County’s written consent prior to entering into any subcontract affecting or for providing transportation service, provided that procurement of supplies and materials do not require such prior written consent. The County shall be given an opportunity to participate in the hiring process for senior level staff. Senior level staff includes managers, supervisors, dispatchers, driver trainers or other personnel that are in a decision making position.

c. Alcohol & Drug Compliance. Contractor shall comply with Federal Transit

Administration Drug and Alcohol Regulations, as amended which are attached hereto as Exhibit H, and are incorporated herein by this reference. To meet these requirements Contractor shall utilize its own compliant Drug and Alcohol Program including a Third Party Administrator (TPA) program which will perform all the functions required under the FTA and ODOT regulations.

County reserves the right to audit the drug and alcohol program documentation as required by FTA regulations. Contractor shall be required to complete any reporting requirements stipulated by ODOT-PT and FTA. Contractor shall report to the County yearly on or before January 10th for the prior calendar year, on its Drug and Alcohol program so that the County can complete its required reporting to FTA.

d. Labor Protection. Contractor will comply with the regulations issued by the U.S. Department of Transportation and the Department of Labor pursuant to 49 U.S.C. 5333(b), as amended. Contractor will ensure that the employment conditions of the Contractor’s employees, and employees of the transportation providers in its area remain the same or improve as a result of aid received under this Contract. Contractor shall provide immediately upon County’s request employee data, such as employee positions and compensation, for use in complying with 49 U.S.C. 5333(b). Contractor shall be responsible for any 5333(b) employment obligations that arise within the scope of this Contract and with respect to individuals employed by Contractor. County will not indemnify Contractor for any 5333(b) claims.

e. Other Qualifications. All operators shall be in compliance with all applicable sections of the Oregon Vehicle Code, and ORS 267.237 (criminal records check); Fitness Determinations; Rules Regarding Dissemination; and ORS 807.010-807.620 (Driving Privileges and Identification Cards, Oregon Vehicle Code Requirements). County may conduct operator qualification spot audits through the Contractor’s Representative at any reasonable time.

12. Vehicles [Applicable to Contract for Vehicle Operators].

a. Vehicle Inventory. Contractor is authorized to use County’s transportation fleet for providing transportation services under this Contract. County’s current transportation fleet is listed on Exhibit J which is attached hereto and

SAMPLE TRANSIT OPERATIONS CONTRACT (ORS Chapter 279B) Page 6 incorporated herein by this reference. County’s fleet is offered as-is without any warranties, implied or express, including, but not limited to warranties as to mechanical condition, ADA compliance, or otherwise. Contractor shall not use these vehicles for any purpose other than as expressed in this Contract.

The County will obtain registration and vehicle licenses for all County owned vehicles provided under this Agreement.

b. Condition upon Initial Delivery to Contractor. County and Contractor agree that vehicles will be delivered to Contractor in safe and serviceable condition.

Prior to acceptance of any vehicle for service, Contractor shall be responsible for inspecting said vehicle to determine whether it is in a safe and serviceable condition meeting generally accepted standards and practices of the public transportation industry and meeting all requirements of the state and federal government and all requirements contained in this Contract. In the event the inspection reveals defects in the vehicles, it shall be County’s responsibility to have these items repaired at County’s expense. All vehicle maintenance, repair and inspection records shall remain at the Columbia County Rider Transit Facility.

c. Condition upon Re-Delivery to County. Except for normal wear and tear, vehicles will be returned to County in the same condition as they were received by Contractor.

d. Damage. Should the vehicle damage sustained, be beyond the Contractor’s ability to repair; it is Contractor’s responsibility to have all physical damage to vehicles sustained while vehicles are in Contractor’s possession, regardless of cause, delivered to a certified repair facility, within five (5) days of County’s approval, if at all possible. All damage must be reported immediately to the County, who must also be kept updated regarding the status of the repairs. All damage will be covered under Contractor’s insurance. The Contractor shall keep an accident repair log which will include all costs associated with repairs, including any deductible paid toward a repair.

County vehicles that are considered totaled will be subject to an independent loss evaluation. Contractor shall have thirty (30) days from the date of the evaluation to remit the remaining cost of the vehicle to the County. After thirty

(30) days the cost of the vehicle will be deducted from the Contractor’s payment for services.

e. Vehicle Markings. Any required changes to existing vehicle paint schemes or markings shall be the responsibility of County. Contractor shall not make any changes in vehicle paint schemes or add markings without the approval of the County. The mark CCRider and all goodwill associated therewith are owned by the County. Contractor agrees that it shall not contest the validity of the mark or the County’s rights to the mark. Contractor’s use of the mark shall be subject to the control and prior approval of the County and cannot be used in any way without pre-approval of the County.

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f. Other Transportation Operations. Contractor will not engage in Charter Bus operations, as defined by 49 CFR Part 64, Charter Services. Contractor will not engage in subscription service without prior approval of the County.

g. Compliance with Other Federal Requirements. Contractor shall comply with other applicable federal requirements, and hereby gives the applicable assurances and certifications, as are required by the Master Agreement signed by ODOT as a consideration of obtaining FTA funds, a summary of which are contained in Exhibit G, Federal Requirements, which are incorporated herein by this reference. Contractor agrees to sign any additional documents as may be required by ODOT as a condition of receiving FTA funds.

13. Use of County Facilities.

a. Facilities. The Columbia County transit facility is located at 1155 Deer Island

Road, St. Helens, Oregon, and includes a central transit center, office building, fleet parking, and maintenance building (“St. Helens Transit Center”). The St.

Helens Transit Center shall be the designated location for Contractor’s provision of services under this contract. The County’s transit facility in Rainier is also available for Contractor’s use.

b. Contractor Property. The County shall not be responsible for any loss or damage of Contractor’s property or equipment on County property.

14. Inclement Weather Policy.

a. Contractor will provide service during periods of snow and other adverse travel conditions following County procedures to ensure safe transportation for riders. During periods of inclement weather, Contractor shall ensure that there is adequate staff available to provide service appropriate to the conditions and assure that sufficient transportation management and support staff are on-site to assist operators, apply tire chains to vehicles when necessary, adjust vehicle operating guidelines to accommodate hazardous road and weather conditions, and, provide standby operators per County authorization.

b. When weather and road conditions make traveling hazardous, the County may choose to operate at a reduced level of service, or may cancel service. The level of service, portion of service area affected and time frame for applying the service reduction will vary, depending on the severity of hazardous traveling conditions and other factors. The Contractor shall assure a high level of employee attendance during bad weather. During inclement weather the County will determine the service level of each day and notify operations management. The Contractor will provide an inclement weather policy and subsequent procedures to the County. Contractor will make every effort to proactively deal with any anticipated inclement weather prior to the inclement

SAMPLE TRANSIT OPERATIONS CONTRACT (ORS Chapter 279B) Page 8 weather event.

c. As needed, Dispatch Contractor will work with the County to provide notification to riders through various media (radio, television, etc), to minimize the effects of weather related service interruptions.

15. Statutory Provisions. Pursuant to the requirements of ORS 279B.220 through

279B.235 and Article XI, Section 10 of the Oregon Constitution, the following terms and conditions are made a part of this Agreement:

a. Contractor shall:

i. Make payment promptly, as due, to all persons supplying to Contractor labor or material for the performance of the work provided for in this Agreement. [ORS 279B.220 (1)]

ii. Pay all contributions or amounts due the Industrial Accident Fund from the Contractor or any subcontractor incurred in the performance of this Agreement. [ORS 279B.220 (2)]

iii. Not permit any lien or claim to be filed or prosecuted against County on account of any labor or material furnished. [ORS 279B.220 (3)]

iv. Pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. [ORS 279.220 (4)]

b. Contractor shall promptly, as due, make payment to any person, co-partnership, association or corporation, furnishing medical, surgical and hospital care services or other needed care and attention, incident to sickness and injury, to the employees of Contractor, of all sums that Contractor agrees to pay for the services and all moneys and sums that Contractor collects or deducts from the wages of employees under any law, contract or agreement for the purpose of providing or paying for such services. [ORS 279B.230 (1)]

c. Contractor shall pay employees at least time and a half pay for work the employees perform under this Agreement on the legal holidays specified in a collective bargaining agreement or in ORS 279B.020 (1)(b)(B) to (G) and for all time the employee works in excess of 10 hours in any one day or in excess of 40 hours in any one week, whichever is greater. [ORS 279B.235 (5)(a)]

d. Contractor shall notify employees in writing, who work under this Agreement, either at the time of hire or before work begins on this Agreement, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week that the contractor may require the employees to work.

[ORS 279A.235 (5)(b)]

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e. All subject employers working under this Agreement are either employers that will comply with ORS 656.017 or employers that are exempt under ORS

656.126. [ORS 279B.230 (2)]

f. This Agreement is expressly subject to the debt limitation of Oregon counties set forth in Article XI, Section 10 of the Oregon Constitution, and is contingent upon funds being appropriated therefor. Any provisions herein which would conflict with law are deemed inoperative to that extent.

16. Non-Discrimination.

a. Minority, Women or Emerging Small Business Enterprise/Veterans.

Contractor agrees that no person shall, on the grounds of race, color, creed, national origin, sex, marital status, handicap or age, suffer discrimination in the performance of this Agreement when employed by Contractor. Contractor certifies that it has not discriminated and will not discriminate, in violation of ORS 279A.110, against any minority, women or emerging small business enterprise certified under ORS 200.055, or a business enterprise that is owned or controlled by or that employs a disabled veteran, as defined in ORS 408.225 in obtaining any required subcontract.

b. Equal Opportunity. Contractor will at all times abide by the equal opportunity provisions of the Civil Rights Act of 1964, as amended.

c. Americans with Disabilities Act. Contractor must abide by the Americans with Disabilities Act laws and regulations.

d. Fair Employment Practices. Contractor shall perform no services pursuant to this Contract, nor be entitled to compensation therefore, unless and until Contractor submits a properly executed statement of Fair Employment Practices.

e. Non-Discrimination in Service. Contractor shall not discriminate, nor allow any of its officers, employees, or agents to discriminate against any rider or patron because of race, religion, gender, sexual orientation, disability, age, national origin, ethnicity, or ancestry.

f. Notice of Discrimination Complaint. Contractor shall notify County of any discrimination complaints.

g. Conformance. Contractor shall, at its sole cost and expense, conform to any final orders issued by any State or Federal agency with jurisdiction to correct Contractor discrimination in employment and /or ridership and shall fully save harmless and indemnify County in this regard.

SAMPLE TRANSIT OPERATIONS CONTRACT (ORS Chapter 279B) Page 10

17. Tax Compliance. As required by ORS 279B.045, Contractor represents and warrants that Contractor has complied with the tax laws of this state and all political subdivisions of this state, including but not limited to ORS 305.620 and ORS Chapters 316, 317, and 318. Contractor shall continue to comply with the tax laws of this state and all political subdivisions of this state during the term of the public contract.

Contractor’s failure to comply with the tax laws of this state or a political subdivision of this state before the Contractor executes this Agreement or during the term of this Agreement is a default for which County may terminate this Agreement and seek damages and other relief available under the terms of this Agreement or under applicable law. Contractor hereby certifies, under penalty of perjury, as provided in ORS 305.385(6), that to Contractor’s knowledge, Contractor is not in violation of any of the tax laws of this state or political subdivision of this state, including but not limited to ORS 305.380(4).

18. Nonassignment; Subcontracts. Contractor shall not assign, subcontract or delegate the responsibility for providing services hereunder to any other person, firm or corporation without the express written permission of the County, except as provided in the Specifications. In the event that the County should consent, such consent shall not be construed as making County a party to such agreement, nor subjecting County to liability of any kind to any assignee, subcontractor or delegate. No agreement shall, under any circumstances, relieve Contractor of its liability and obligation under this Contract, and all transactions with County must be through Contractor.

19. Nonwaiver. The failure of the County to enforce any provision of this Agreement shall not constitute a waiver by the County of that or any other provision of the Agreement nor a release from Contractor's obligation to otherwise perform or observe such condition or any other term or condition of the Contract.

20. Indemnity. Contractor shall indemnify, defend, save and hold harmless County and its officers, agents and employees, the State of Oregon, Oregon Transportation Commission and its members, and Department of Transportation and its officers, employees and agents from and against any and all claims, actions, liabilities, damages, losses, or expenses, including attorneys’ fees, arising from a tort, as now or hereafter defined in ORS 30.260, caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of the officers, agents, employees or subcontractor of Contractor (“Claims”). It is the specific intention of the Parties that County and State shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of County or State, respectively, be indemnified by the contractor and subcontractor from and against any and all Claims.

Neither Contractor, subcontractor, nor any attorney engaged by Contractor or subcontractor, shall defend any claim in the name of the State of Oregon or any agency of the State of Oregon, nor purport to act as legal representative of the State of Oregon or any of its agencies, without the prior written consent of the Oregon Attorney General. The State of Oregon may, at any time at its election, assume its own defense and settlement in the event that it determines that Contractor is

TRANSIT OPERATIONS CONTRACT (ORS Chapter 279B) Page 11 prohibited from defending the State of Oregon, or that Contractor is not adequately defending the State of Oregon’s interests, or that an important governmental principle is at issue or that it is in the best interests of the State of Oregon to do so. The State of Oregon reserves all rights to pursue claims it may have against Contractor if the State of Oregon elects to assume its own defense. By execution of this Contract, Contractor acknowledges and agrees that it has read and understands the provisions hereof and that this paragraph is a material element of consideration.

Approval of the insurance contracts does not relieve Contractor or subcontractors from liability under this paragraph, including but not limited to the duty to indemnify County set forth herein.

21. Insurance. Contractor shall provide insurance as set forth in the County’s RFP, attached as Exhibit A. Contractor agrees to notify County immediately upon notification to Contractor that any insurance coverage required by this paragraph will be canceled, not renewed or modified in any material way, or changed to make the coverage no longer meet the minimum requirements of this Contract.

22. Performance Bond. Contractor shall procure, at its own expense, and keep in effect at all times during the term of this Contract, a surety bond equivalent to 25% of the cost of the first twelve months of service in favor of Columbia County and executed by a corporate surety authorized to conduct business as a surety in the State of Oregon.

23. Liquidated Damages. Performance standards will be monitored by the County during the duration of the contract. For performance not delivered in accordance with standards as specified in the following table, the County will incur additional expense, loss of confidence by system users, negative publicity for the program, and other damages. For this reason, liquidated damages shall be assessed. The County shall have sole discretion in determining whether performance standards have been met or not met and in the assessing of liquidated damages. Unless otherwise noted, the County will assess liquidated damages within 30 days following the end of each month. All liquidated damages failing to meet performance standards shall be deducted from the Contractor's next submitted monthly invoice. The County shall have the right to impose liquidated damages not otherwise assessed upon thirty (30) days written notice to the Contractor. Liquidated damages are elective, and County may seek actual damages in accordance with contract terms.

Category

Performance Standard

Liquidated Damages

Reports All, as outlined in RFP $100 per incident

Missed Commuter Service

Any hour of commuter service missed or delivered more than 30 minutes later than scheduled.

$250 per incident

Accessibility and Safety Equipment

Contractor shall ensure that all required accessibility equipment under the ADA including wheelchair lifts, adequate numbers of securement devices, and all standard safety equipment are well maintained and functional at all times.

$100 per incident

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Demand Response/Dial- A-Ride Service

A minimum of 80% of demand response/dial-a-ride trips per month must be “on time” (+/- 15 minutes from scheduled time).

$50 per incident if less than 80%

Bus Appearance Buses must not begin service without being cleaned to the standards in RFP. Body damage shall be repaired within 14 calendar days of accident.

$100 per incident per vehicle

Demand Response/Dial- A-Ride Rides Per Hour

A minimum monthly average of 1.75 rides per hour must be provided.

$50 per incident if less than 1.75

Inappropriate Use of Vehicles

Contractor shall not use vehicle marked or signed with transit service markings for purposes other than transit service without the approval of County

$250 per incident

24. Termination.

a. This Agreement may be terminated at any time in whole or in part by mutual consent of both parties.

b. County may terminate this Contract for convenience at any time by giving Contractor thirty (30) days’ written notice thereof. Notice of termination shall be given by certified mail or in person. Upon termination, County shall pay Contractor its allowable expenses incurred to date of termination and those expenses deemed necessary by County to effect termination.

c. Contractor may terminate this Contract for convenience at any time by giving not less than 180 days’ written notice thereof. Notice of termination shall be given by certified mail or in person.

d. The County may terminate this Agreement, effective upon delivery of written notice to Contractor, or at such later date as may be established by the County under the following conditions:

i. If Contractor fails to perform the work in a manner satisfactory to

County.

ii. If any license or certificate required by law or regulation to be held by Contractor to provide the services required by this Agreement is for any reason denied, revoked, or not renewed.

iii. If funding becomes inadequate to allow the work to continue.

In case of termination, Contractor shall be required to repay to County the amount of any funds advanced to Contractor which Contractor has not earned or expended through the provision of goods and/or equipment and/or services in accordance with this Agreement.

However, Contractor shall be entitled to retain all costs incurred and fees earned by Contractor prior to that termination date, and any amounts remaining due shall be paid by County not to exceed the

TRANSIT OPERATIONS CONTRACT (ORS Chapter 279B) Page 13 maximum amount stated above and decreased by any additional costs incurred by County to correct the work performed.

The rights and remedies of the County related to any breach of this Agreement by Contractor shall not be exclusive, and are in addition to any other rights and remedies provided by law or under this Agreement.

Any termination of this Agreement shall be without prejudice to any obligations or liabilities of either party already accrued before such termination.

25. Contractor's Waiver of Competition Claims. Contractor understands that the award of contract and subsequent rendition of the service called for by these documents shall in no manner be construed so as to place Contractor in a position to be entitled to the benefits afforded to private transit operations under Section 3(e) of the Federal Transit Administration Act of 1964 (49 U.S.C., Section 1602(e) or any other comparable provision of federal or state law (or under any regulations promulgated thereunder), as they now exist or hereinafter may be amended. Contractor hereby waives any right it otherwise might have to assert any claim or claims under said provisions of law or that may be based upon principles of unfair competition.

26. Time of the Essence. Time is of the essence in this Contract. Contractor's failure to deliver services and meet performance standards on time will be considered a material breach of the Contract.

27. Highest Standards. The Contractor will be required to meet the highest standards prevalent in the industry or business most closely involved in providing the Program services.

28. Confidentiality of Rider Information. Any and all information regarding any individual person served by Contractor is strictly confidential. Information shall not be released to any party in any form without the authorization of the individual and/or County.

29. Safety. All practices, materials, supplies and equipment shall comply with the Federal Occupational Safety and Health Act, as well as any pertinent federal, state and/or local safety or environmental codes.

30. Non-Performance/Force Majeure. Neither party will be held responsible for delay or failure to perform the requirements of this Contract when such delay or failure is due to fire, flood, epidemic, strikes, acts of God, and unusually severe weather, legal acts of public authorities or delays or defaults which cannot reasonably be foreseen or provided against.

Delay or failure to perform the requirements of this Contract shall not be forgiven under this paragraph if such delay or failure is due to the Covid-19 pandemic.

31. Ownership of Documents. No custom material produced in whole or in part under the Contract shall be subject to copyright or patent in the United States or in any

SAMPLE TRANSIT OPERATIONS CONTRACT (ORS Chapter 279B) Page 14 country. County and the FTA shall have the authority to publish, disclose, distribute and otherwise use, in whole or in part, any custom materials prepared under the Contract. All documents of any nature and/or electronic data including, but not limited to, working papers, reports, material necessary to understand the documents and/or data, drawings, works of art and photographs, produced, prepared and/or compiled by Contractor pursuant to this Agreement are the property of County, and it is agreed by the parties that such documents are works made for hire. Contractor hereby conveys, transfers, and grants to County all rights of reproduction and the copyright to all such documents.

32. Mediation. In the event of a dispute between the parties arising out of or relating to this Contract, the parties agree to submit such dispute to a mediator agreed to by both parties as soon as practicable after the dispute arises, and preferably before commencement of litigation of any permitted arbitration. The parties agree to exercise their best efforts in good faith to resolve all disputes in mediation.

33. Choice of Law. This Agreement shall be governed by the laws of the State of Oregon.

34. Venue. Venue relating to this Agreement shall be in the Circuit Court of the State of

Oregon for Columbia County, located in St. Helens, Oregon.

35. Attorney Fees. In the event an action, suit or proceeding, including appeal therefrom, is brought for failure to observe any of the terms of this Agreement, each party shall be responsible for its own attorney fees, expenses, costs and disbursements for said action, suit, proceeding or appeal.

36. Severability. If any provision of this Agreement is for any reason held invalid or unconstitutional by any court of competent jurisdiction, such portion shall be deemed a separate, distinct and independent provision and such holdings shall not affect the validity of the remaining portions hereof.

37. No Third-Party Rights. This Agreement is solely for the benefit of the parties to this

Agreement. Rights and obligations established under this Agreement are not intended to benefit any person or entity not a signatory hereto.

38. Counterparts. This Agreement may be executed in several counterparts (facsimile or otherwise) all of which when taken together shall constitute one agreement binding on all Parties, notwithstanding that all Parties are not signatories to the same counterpart. Each copy of this Agreement so executed shall constitute an original.

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39. Contract Representatives. Contract representatives for this Agreement shall be:

FOR THE CONTRACTOR:

FOR THE COUNTY:

John Dreeszen, Transit Director Columbia County Rider Transportation St. Helens, OR 97051

(503) 366-8503 John.Dreeszen@columbiacountyor.gov

All correspondence shall be sent to the above addressees when written notification is necessary. Contract representatives can be changed by providing written notice to the other party at the address listed

40. ENTIRE AGREEMENT. THIS AGREEMENT CONSTITUTES THE ENTIRE

AGREEMENT BETWEEN THE PARTIES. NO WAIVER, CONSENT,

MODIFICATION OR CHANGE OF TERMS OF THIS AGREEMENT SHALL BIND

EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. SUCH

WAIVER, CONSENT, MODIFICATION OR CHANGE, IF MADE, SHALL BE

EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC

PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR

REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN

REGARDING THIS AGREEMENT. CONTRACTOR, BY THE SIGNATURE OF ITS

AUTHORIZED REPRESENTATIVE(S) BELOW, HEREBY ACKNOWLEDGES THAT

IT HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE

BOUND BY ITS TERMS AND CONDITIONS.

CONTRACTOR OWNER

By:

Name:

Date:

Approved as to form

By:

Office of County Counsel

BOARD OF COUNTY COMMISSIONERS

FOR COLUMBIA COUNTY, OREGON

By:

Henry Heimuller, Chair

By:

Casey Garrett, Commissioner

By:

Margaret Magruder, Commissioner

Date:

Transit Service Area Boundaries EXHIBIT A Page 1

EXHIBIT A

Transit Service Area Boundaries

EXHIBIT B

PORTLAND COMMUTER ROUTE SCHEDULE

DECEMBER, 2021

TO PORTLAND

TO ST HELENS

CPCCO-TCTD NEMT Blanket Purchase Agreement July 2021 45039-76820 4813-8415-2265.3

TILLAMOOK COUNTY TRANSPORTATION DISTRICT

BLANKET PURCHASE AGREEMENT

This Blanket Purchase Agreement (“BPA”) is entered into between Tillamook County Transportation District (“TCTD”) and ______________________________ (“Contractor”) to provide Non-Emergent Medical Transportation (“NEMT”) services through the NW Rides Brokerage (“NWR”) under the terms and conditions that follow.

1. BPA Terms and Conditions

This BPA consists of every provision of the documents listed below that are incorporated into and made a part hereof. Any conflict between or among any term or condition of the listed documents shall be resolved in the following order of precedence, unless otherwise specifically indicated:

1.1 Written contract modifications executed by the parties after execution of the BPA;

1.2 This BPA signatures form;

1.3 Section I, “General Program Description;”

1.4 Section II, “General Provisions;”

1.5 Attachment A, “Required Contractor Information and Pricing,” completed by Contractor and approved by TCTD;

1.6 Attachment B, “Brokerage Transportation Provider Standards;”

1.7 Attachment C, “Criminal Records History Review Criteria;”

1.8 Attachment D, “Special Federal Requirements;”

1.9 Attachment E, “Code of Professional Conduct for Drivers;”

1.10 Attachment F, “HIPAA Compliance and Fraud, Waste & Abuse;”

1.11 Appendix 1 to Attachment F, “TCTD-CPCCO Business Associate Agreement”;

1.12 Attachment G, “Mileage Reimbursement Policy”; and

1.13 Attachment H, “NEMT Rider’s Guide”.

2. Term of BPA

This BPA is effective upon the date signed below by both authorized parties. The BPA will automatically renew annually on July 1, unless terminated earlier under the provisions of this BPA, or unless notice is given by either party no more than ninety (90) days and no less than thirty (30) days prior to the renewal date.

3. Project Managers

The parties shall provide a Project Manager who shall be responsible for coordination, direction and notices under this BPA. The TCTD Project Manager is:

Cathy Bond, NW Rides Brokerage Manager Tillamook County Transportation District 3600 3rd Street, Suite A Tillamook, OR 97141

(503) 354-8083 cbond@tillamookbus.com

Contractor’s Project Manager shall be the individual identified in Attachment A, paragraph 11, entitled “Key Contact Information,” under subparagraph A (Management/Operations). If either party changes its Project Manager, the party making the change shall promptly provide written notice to the other party.

4. Authority

The parties signing below represent that they have authority to bind the parties for whom they sign.

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the undersigned parties have executed this agreement on the dates set forth below.

_________________________________ TILLAMOOK COUNTY

TRANSPORTATION DISTRICT

Date: Date:

By: By:

(SIGNATURE) (SIGNATURE)

Name: Name:

(PRINT NAME) (PRINT NAME)

Title: Title:

Address:

Phone:

SECTION I

GENERAL PROGRAM DESCRIPTION

This Blanket Purchase Agreement (“BPA”) has been established for Contractor to provide non-emergent medical transportation (“NEMT”) services for Columbia Pacific Coordinated Care Organization (“CPCCO”) members to and from Medicaid-covered medical services and other authorized destinations. Rides will be authorized by a centralized scheduling service operated by Tillamook County Transportation District (“TCTD”), referred to hereafter as the NW Rides Brokerage.

1. Program Description

CPCCO NEMT services are designed to transport CPCCO members of all ages to and from approved non-emergent medical services so such services will be accessible to eligible individuals who have no other means of transportation or are unable to use existing public transportation. TCTD operates the NW Rides Brokerage (“NWR”) that screens NEMT ride requests from CPCCO members and schedules contractors to provide suitable transportation services.

2. Definitions

2.1 After Hours: Any time outside of Regular Business Hours.

2.2 Assistant: An individual provided by Contractor to assist with client transports. Also referred to as a Service Technician.

2.3 Attendant: An individual provided by the client to accompany client during transport.

2.4 Regular Business Hours: Monday through Friday, 8 A.M. to 5 P.M.

2.5 Service Area: Clatsop, Columbia, and Tillamook Counties. NWR provides NEMT services to CPCCO members residing in the Service Area. NEMT services may also be provided to eligible OHP recipients from outside the Service Area or to return them home from the Service Area. Rides may also be authorized to and from destinations outside the Service Area when the required services are not available within the Service Area but are available in another area of the State, or in adjacent states. Attachment A, paragraph 9 identifies Contractor’s service area for purposes of providing NEMT services under this BPA.

2.6 Service Technician: An individual provided by Contractor to assist with client transports. Also referred to as an Assistant.

2.7 Target Population:

2.7.1 CPCCO members of all ages who need NEMT to and from

approved medical services and who have no other transportation resources available to them or cannot access existing public transportation; and

2.7.2 CPCCO members authorized for other transportation services by TCTD under this BPA.

2.8 TCTD: Tillamook County Transportation District and its assignees and subsidiaries.

2.9 Work: The required activities, obligations, tasks, deliverables, reporting, and invoicing requirements described in this BPA and the documents incorporated by reference and made a part hereof.

3. Types of Transportation

3.1 This BPA provides for the following types of transportation which are offered through NWR:

3.1.1 Van transportation including wheelchair lift-equipped vans;

3.1.2 Sedan service, including taxicabs;

3.1.3 Stretcher van service;

3.1.4 Secure transport; and

3.1.5 Non-Emergent Ambulance.

4. Brokerage Management

TCTD provides overall management of NWR for the Service Area. NWR screens requests for transportation assistance to ensure that individuals requesting services are eligible to receive NEMT services. If eligible, NWR arranges transportation by one of the contractors holding a BPA with TCTD. Selection of a contractor to provide services under the BPA is at the sole discretion of TCTD as the operator of NWR and is not negotiable.

5. Contractor Responsibilities

5.1 Contractors are responsible for meeting the provisions of this BPA including the attached:

5.1.1 Required Contractor Information and Pricing (Attachment A);

5.1.2 Brokerage Transportation Provider Standards (Attachment B);

5.1.3 Criminal Records History Review Criteria (Attachment C);

5.1.4 Special Federal Requirements (Attachment D);

5.1.5 Code of Professional Conduct for Drivers (Attachment E);

5.1.6 HIPAA Compliance and Fraud, Waste & Abuse (Attachment F, including Appendix 1);

5.1.7 Mileage Reimbursement Policy (Attachment G); and

5.1.8 NEMT Rider’s Guide (Attachment H).

Attachments A, B, C, D, E, F, G and H and their Appendices are herein incorporated by reference. One or more violations of any of the requirements in this BPA, including the Brokerage Transportation Provider Standards, as determined by TCTD may be grounds for termination or suspension in TCTD’s sole discretion.

SECTION II

GENERAL PROVISIONS

1. Description of Agreement

This Blanket Purchase Agreement (BPA) is for the purchase of transportation to and from services in the Service Area as described in Section I, paragraph 3, General Program Description. Purchase of the services required by this BPA shall be made if and when TCTD’s Project Manager, or their designee, places at their discretion a call against this BPA. This is not an exclusive agreement. TCTD does not warrant or guarantee Contractor a minimum or maximum amount of calls or purchases against this BPA.

2. Extent of Obligation

TCTD is obligated only to the extent of authorized purchases actually made by NWR and performed by Contractor as required under this BPA.

3. Pricing and Profile Forms

Contractor shall complete the pricing forms to be supplied separately. These forms shall be completed to the satisfaction of TCTD prior to the placement of any call against this BPA. Contractor is authorized to change its pricing no more than once every three months.

4. Pricing

4.1 Contractor is authorized to set its own prices within the following parameters:

4.1.1 Payment for mileage will be calculated pursuant to the mileage reimbursement policy set forth in Attachment G.

4.1.2 No payment will be made for duplicate mileage. When two NEMT clients are transported at the same time, only one mileage charge will be allowed.

4.1.3 Shared NEMT ride rates shall be no more than half the base rate for each mode of transportation in accordance with OAR 410-136-3220.

4.1.4 Wait time may be included in the contracted rate but will be paid only in the case of a medical interval in route (vomiting, nausea, or other medically necessary episode) and only as authorized by NWR.

4.1.5 No payment will be made for any services other than those listed on the Contractor’s pricing proposal without prior approval by NWR.

Contractor may not charge additional fees for transports to or from specific facilities or for pharmacy stops without prior authorization.

4.1.6 No repair fee for vehicles damaged by NEMT clients during transport is allowed.

4.1.7 No cleanup fee for vehicles is allowed without prior approval.

4.1.8 No charges for assistance or “waiting time” prior to the time the NEMT client enters the vehicle or for assistance after the NEMT client exits the vehicle are allowed.

4.1.9 No additional charge may be made for an authorized escort or attendant accompanying the NEMT client.

4.1.10 No payment will be made for no-show or late-cancel trips.

4.1.11 Trips may be offered to Contractor on a case-by-case “bid” basis.

4.2 Contractor is expected to determine its pricing structure based on the actual costs incurred by the individual company, not on what similar companies are charging.