Addendum # 2 - Q&A Revised Appendix D RFP 24-046 COA~1.pdf

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SALEM AREA MASS TRANSIT DISTRICT

REQUEST FOR PROPOSALS RFP 24-046

COMPREHENSIVE OPERATIONS ANALYSIS

ADDENDUM #2

Salem Area Mass Transit District is providing information and making changes / additions / modifications / revisions as an Addendum to RFP 24-046.

The following changes, clarifications and SAMTD responses to questions posed to date are hereby provided to all proposers:

1. Question: RFP Part 2.B, Task #4 – Scope of Work In Task 4, “Outreach and Engagement”, that this will include social media (highlighted in yellow below). What does this involve? Is it asking for the consultant to manage the social media page(s) or just to create and plan content?

At a minimum, the engagement plan will include:

• A series of in-person and virtual public workshops;

• A variety of engagement strategies for different types of stakeholder groups, outlined below, leading up to each milestone completion

• Online strategies, including but not limited to, project webpage, social media, and email campaigns;

• Translation of all materials and online strategies into Spanish

Response: The intent for this is for the consultant to create and plan content for SAMTD to share on our platforms. The plan for posting would be in coordination with our communication department.

3. Question: RFP Part 2. B, Task 3.5 – Scope of Work Transit Market Analysis. What data sources does SAMTD have available to evaluate existing infrastructure?

Response: SAMTD can provide GIS shapefiles for all current bus stops and routes, bus stop amenities inventory for the current system, and Transit Asset Management (TAM) plan to the awarded Consultant. Consultant may evaluate if the existing transit infrastructure is sufficient for the proposed service improvements. Consultant may recommend additional infrastructure need to meet the future transit demand.

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4. Question: RFP Part 2. B, Task 3.5 – Scope of Work Transit Market Analysis. How complete and recent is the bus stop inventory, sidewalk and path shapefiles, etc. Could SAMTD provide a sample of the bus stop inventory data?

Response: Our bus stop inventory is currently being completed and will be available to the selected Consultant in early 2025. We currently have sidewalk and path files that were updated in July of 2023.

Please refer to the below sample for bus stop inventory data.

6. Question: RFP Part 2. B, Task #3 – Scope of Work Future Ridership. What data sources does SAMTD currently use for ridership patterns by trip type?

Response: SAMTD recently completed 100% Ride check and the Origin and Destination (O-D) rider survey. SAMTD currently uses these data to understand overall ridership patterns. However, SAMTD is open to exploring other options

24-046 Comprehensive Operational Analysis_Addendum 2 Page 3 of 21 and the Consultant may offer new tools or data sources for even better understanding of the current ridership pattern and develop strategies to improve overall ridership including attracting new riders.

7. Question: RFP Part 2. B, Task #3 – Scope of Work Future Ridership. What level of detail is SAMTD seeking in this analysis— ridership by stop, route, or network? How do you plan to use the results of this model?

Response: Future Ridership would be at the route and network level.

The outcome of this analysis will be used to determine where SAMTD should prioritize future investment for service enhancements, adjust service frequency, optimize routes, and plan for infrastructure upgrades. Also, future ridership will be used to show how enhanced service might help meet the goals of the local climate action plan.

8. Question: RFP Part 2. B – Scope of Work What type of performance data is collected on a regular basis and can be provided to the contractor for use in this project (for example, on-time-performance, speed, ridership, boarding/alighting, etc.) and at what level is that data available?

Response: SMTD can provide the following data to the selected consultant.

● On-time performance (OTP) data by route, time of day, route segment, and system-wide.

● Speed data is also available by route

● Ridership data is available by route, and stop.

9. Question: RFP Part 2. B – Scope of Work What level of service increase does SAMTD anticipate for the Service Enhancement Plans or should we assume it will operate with current resources?

Response: The enhanced service will be an expansion over the current level of service and will not be constrained by the current resources.

10. Question: RFP Part 2. B – Scope of Work How is SAMTD currently engaging with residents regarding the existing transit network? Are there any ongoing outreach efforts by the agency?

Response: Over the past year SAMTD has completed a community and rider survey to gauge residents and riders feelings about the current transit service.

There are also ongoing outreach efforts throughout the service area.

11. Question: RFP Part 2. C – Contractor Performance Reviews Please clarify the intent of this section. Does it apply to the entire consultant team during the duration of the study?

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Response: This would apply to the contractor team and subconsultants.

12. Question: RFP Part 3. A – Procurement Schedule Will interviews be held in-person, or virtually?

Response: Following the initial evaluation of responsive and responsible proposals as outlined in RFP Part 4, a decision will be made if SAMTD requires interviews and whether the interviews will be held in-person or virtually and scheduled with the selected proposers.

13. Clarification: RFP Part 3.C – Minimum Proposer Requirements After review, SAMTD is clarifying Proposer and sub-consultant minimum requirements. The first paragraph of this section is updated to read:

"At the time of proposal, Proposer and any sub-consultants must meet the following minimum qualifications. Proposer will not substitute the experience of a subconsultant for its own."

14. Question: RFP Part 3. E – Submission Packages #1.F, Item C asks for the contract number for each project reference (page 18).

Is this requirement referencing the client's project identifier or their contract number with the prime consultant?

Response: SAMTD would accept the "contract number" that provides the easiest way for the reference to provide a response to SAMTD performance queries.

15. Question: RFP Part 3. E – Submission Packages #1.G requests feedback collected from previous clients. Is there a form or preferred format for documenting client feedback?

Response: There is no format or form

15. Question: RFP Part 3. E – Submission Packages Price Proposal (page 18) specifies the following pricing responses:

a. Lump sum pricing provided on the Exhibit 5 form

b. Rate schedule

c. Lump sum pricing for any value-added options described in #2E above

For the rate schedule in B, rates are requested for “project principals”. We would interpret that requirement to include only project leadership and technical task leads. Please confirm.

Response: Rates requested are for all project staff assigned to the contract. This could include the Project Manager/Project Principal, graphic designer, project coordinator/admin, etc.

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16. Request for Alternate: RFP Part 5. C, Paragraph 1 – Insurance Proposer requests the following change:

The awarded Contractor and any subcontractors will not begin Work until proof of insurance has been received and approved by SAMTD staff. Insurance requirements will not limit the Contractor’s liability for damages resulting from performance. Contractor will be required to name SAMTD as additional insured on Commercial General Liability and Business Automobile Liability.

Response: SAMTD will approve this change. The 1st paragraph of RFP Part 5.C will read as follows:

The awarded Contractor and any subcontractors will not begin Work until proof of insurance has bee received ad approved by SAMTD staff. Insurance requirements will not limit the Contractor’s liability for damages resulting from performance. Contractor will be required to name SAMTD as additional insured on Commercial General Liability and Business Automobile Liability.

17. Request for Alternate: RFP Part 5. D, Paragraph 3 – SubContractors Proposer requests the following:

There is no Appendix C, requesting to add the underlined for more specificity.

Prime Contractors are required to provide a copy of the subcontract or purchase order to SAMTD. Any subcontract will contain the same language as required in Appendix C Federal Terms and Conditions, if applicable.

Response: SAMTD will approve this change. The 3rd paragraph of RFP Part 5.D will read as follows:

Prime Contractors are required to provide a copy of the subcontract or purchase order to SAMTD. Any subcontract will contain the same language as required in Appendix C Federal Terms and Conditions, if applicable.

18. Question: RFP Part 5. D – SubContractors GC.3 – Appendix A – General Terms and Conditions

Are subconsultants required to complete any of the proposal forms? If so, which forms?

Response: No. Subcontractors are not required to complete any forms.

19. Question: RFP Part 5. D – SubContractors GC.3 – Appendix A – General Terms and Conditions

The RFP states that "Contractor shall perform at least 80% of the work with its own organization."

Could you clarify if this means that 80% of the work must be completed by the prime firm only, and any/all subconsultants must have only 20% or less of the remaining work?

Response: After a thorough assessment, SAMTD will remove this limitation.

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20. Question: RFP Part 5. D – SubContractors GC.3 – Appendix A – General Terms and Conditions

Would SAMTD confirm the intent here?

The Contractor shall perform at least fifty percent (80%) of the work with their own organization

Response: After a thorough assessment, SAMTD will remove this limitation

21. Request for Alternate: RFP Part 5. H – Time is of the Essence Proposer requests a revision as underlined

Time of Essence Material Importance Time is of the essence material importance in this Contract. Contractor's failure to deliver goods/services on time shall be a material breach of this Contract.

[the remainder of the term would remain unchanged]

Response: SAMTD will not approve this request. The section remains as originally published.

22. Request for Alternate: Appendix A – GC.1 Contractor's Status and General Responsibilities Proposer requests the following change to Paragraph 2 as underlined:

Contractor shall provide and pay for all labor, materials, equipment, utilities, and other goods or services necessary for full contract performance unless this Contract specifically provides otherwise. Contractor shall supervise and direct contract performance using its ordinary best skill, and shall be responsible for selecting the means of contract performance.

Response: SAMTD will not approve this request. The section remains as originally published.

23. Request for Alternate: Appendix A – GC.4 Indemnification Proposer requests the following change to Paragraph 1 as underlined:

To the fullest extent permitted by law, Contractor agrees to fully indemnify, hold harmless, and defend SAMTD, its directors, officers, and employees from and against all claims, demands, losses, suits, damages, attorney fees, and costs of every kind and description and expenses incidental to the investigation and defense thereof, to the extent resulting from, any negligent act, omission, or fault or negligence of Contractor, its agents, contractors, sub-contractors, or employees in the performance or nonperformance of Contractor’s obligations under this Contract.

Response: SAMTD will not approve this request. The section remains as originally published.

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24. Request for Alternate: Appendix A – GC.4 Indemnification Proposer requests the following change to Paragraph 1 as underlined & stricken:

To the fullest extent permitted by law, Contractor agrees to fully indemnify, and hold harmless, and but shall have no duty to defend, SAMTD, its directors, officers, and employees from and against all claims, demands, losses, suits, damages, reasonable attorney fees, and costs of every kind and description and expenses incidental to the investigation and defense thereof, resulting from, to the extent caused by any negligent act, or omission, fault or negligence of Contractor, its agents, contractors, sub-contractors, or employees in the performance or nonperformance of Contractor’s obligations under this Contract.

Response: SAMTD will not approve this request. The section remains as originally published.

25. Request for Alternate: Appendix A – GC.7 Liens Prohibited Proposer requests the following change as stricken:

Contractor shall not permit any lien or claim to be filed or prosecuted against SAMTD, its property or its right-of-way on account of any labor or material furnished or any other reason for work arising out of this Contract.

Response: SAMTD will amend the section as follows:

"Contractor shall not permit an lien or lien claim to be filed or prosecuted against SAMTD, it's property or it's right-of-way on account of any labor or material furnished for any other reason for work arising out of this contract"

26. Request for Alternate: Appendix A – GC.13 Termination for Default, Paragraph “B” Proposer requests the following change as stricken

SAMTD’S right to terminate this Contract under subdivision (A) of this clause may only be exercised if the Contractor does not cure such failure within 10 calendar days (or more if authorized in writing by the Contract Administrator) after receipt of the notice from the Contract Administrator specifying the failure. If SAMTD terminates this Contract in whole or in part under the default provisions, it may acquire, under the terms and in the manner the Contracting Officer con siders appropriate, supplies or services similar to those terminated, and the Contractor will be liable to SAMTD for any excess costs for those supplies or services. However, the Contractor shall continue the work not terminated.

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27. Request for Alternate: Appendix A – GC.18 Work Product To enable the potential use of licensed data, we request the following language be added to the end of the term:

Notwithstanding anything herein to the contrary, the parties agree that Contractor’s pre-existing materials and underlying methodologies and intellectual property remain the property of the Contractor and/or its subcontractors, as applicable. Data obtained from third party vendors will be subject to such third party’s license terms and conditions, which may contain restrictions and limitations on the use of such data and which license agreement takes precedence over any conflicting or inconsistent terms in this Agreement.

Response: SAMTD will not approve this request. The section remains as originally published. The first sentence of the term, as originally published, limits the clause to only Work Product of the Contractor(s) that is produced as a result of this Agreement. It does not apply to third-party intellectual property or pre-existing or underlying materials.

28. Request for Alternate: Appendix A – GC.24 Insurance, Paragraph 1 Proposer requests the following underlined addition During the term of this Contract, Contractor shall purchase and maintain any insurance required by this Contract. Contractor shall furnish reasonably acceptable certificates of insurance and additional insured endorsements to SAMTD within ten (10) days after award of this Contract, and prior to commencement of any contract work.

Response: SAMTD will approve this request. Because of the amount of changes to GC.24, a completely amended section to be incorporated into the final contract will follow these requests. Please refer to the revised document following this Addenda.

29. Request for Alternate: Appendix A – GC.24 Insurance, Paragraph 2 and 3 Proposer requests the following changes

Contractor shall be responsible for the payment of all premiums and deductibles and shall indemnify SAMTD for any liability or damages that SAMTD may incur due to to the extent caused by Contractor's failure to purchase or maintain any required insurance.

Contractor shall maintain insurance of the types and in the amounts described below. Such limits may be met through a combination of primary and excess policies.

Response: SAMTD will approve this request. Because of the amount of changes to GC.24, a completely amended section to be incorporated into the final contract will follow these requests. Please refer to the revised document following this Addenda.

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30. Request for Alternate: Appendix A – GC.24 Insurance Would SAMTD accept Commercial General Liability Insurance and Business Auto Liability Insurance with $1,000,000 coverage per occurrence and $2,000,000 in aggregate each, provided the company also has an Umbrella Liability policy which could provide any excess coverage?

Response: Umbrella coverage for GL and AL that when combined primary GL and AL meets the insurance requirements stated is acceptable, provided SAMTD is listed as additional insured.

31. Request for Alternate: Appendix A – GC.24 Insurance, 1) Commercial General Liability Proposer requests the following changes

Commercial General Liability insurance, with coverage limits not less than:

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

(b) $2,000,000.00 general aggregate, bodily injury and property damage; and

(c) $2,000,000 products/completed operations aggregate.

Such coverage will be equivalent to or better than the Insurance Service Office (ISO) standard coverages, conditions, and extensions, and shall not contain limitations or exclusions for Blanket include Contractual Liability, Broad Form Property Damage, Personal Injury, Premises-Operations, Products and- Completed Operations, Independent Contractors, Fire Legal Liability Damage to Premises Rented to You, and Explosion, Collapse, and Underground (XCU), subject to the policy terms, conditions, and exclusions.

Response: SAMTD will approve this request. Because of the amount of changes to GC.24, a completely amended section to be incorporated into the final contract will follow these requests. Please refer to the revised document following this Addenda.

32. Request for Alternate: Appendix A – GC.24 Insurance, 1) Commercial General Liability Proposer requests the following changes

The General Liability policy shall be endorsed with CG 2010 1185 or CG 2010 1001 and CG 2037 1001 or equivalent, naming SAMTD and its directors, officers, representatives, agents, and employees as additional insured.

Response: SAMTD’s requirement is CG 2010 1185 and is unable to appropriately evaluate this request at this time. If an alternate is to be proposed, SAMTD will review the proposed version, prior to Contract execution with the selected Contractor, to ensure it extends the coverage needed by the district.

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33. Request for Alternate: Appendix A – GC.24 Insurance, 2) Business Auto Liability Proposer requests the following changes

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

(a) Bodily injury: $2,000,000.00 per person; $2,000,000.00 per accident; and (b)(a) Property damage: $2,000,000.00 per accident.$2,000,000 combined single limit – each accident

The Automobile policy shall be endorsed with CA 20 48 02 99 or equivalent, naming SAMTD and its directors, officers, representatives, agents, and employees as additional insured.

Response: $2,000,000 Combined Single Limit per accident is acceptable.

34. Change: Appendix A – GC.24 Insurance, 2) Business Auto Liability

Please note the referenced endorsement form should be CA 00 70 09 06.

35. Request for Alternate: Appendix A – GC.24 Insurance, 3) Workers Compensation Insurance, Paragraph 1 Proposer requests the following changes:

Oregon statutory workers' compensation and employer’s liability coverage, including all states protection, if applicable, voluntary compensation and Federal endorsement. Contractor shall include U.S. Longshore and Harbor Workers Compensation Act and Maritime coverage (“Jones Act”). Employer’s liability coverage shall have the following minimum limits: (The remainder of the section #3 remains unchanged).

Response: SAMTD will approve this request. There is no endorsement necessary for Workers’ Compensation, however proof of statutory coverage is required. Because of the amount of changes to GC.24, a completely amended section to be incorporated into the final contract will follow these requests. Please refer to the revised document following this Addenda.

36. Request for Alternate: Appendix A – GC.24 Insurance Proposer requests the following edits to this section The insurance required under this Paragraph shall:

1) Include (as evidenced by endorsement) SAMTD and its directors, officers, representative, agents, and employees as additional insureds with respect to work or operations connected with the Contract (excluding Professional Liability and Worker’s Compensation/Employer’s Liability policies);

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2) Require Contractor to give SAMTD not less than thirty (30) days written notice prior to termination, cancellation, or non-renewal of coverage, except ten (10) days written notice for non-payment of premium;

3) Insurance policies shall be purchased only from insurance companies that meet SAMTD’S A.M. Best Rating criteria of “A-” or better (excluding SAIF) and are authorized to do insurance business in Oregon;

4) Except with respect to Professional Liability, Contractor will cause its underwriters of insurance policies insurers to waive their rights of subrogation arising from the work performed under this Contract. Contractor’s commercial general liability, business automobile liability, and umbrella/excess liability insurance shall apply as primary and will not seek contribution from any insurance or self-insurance maintained by, or provided to, the additional insureds listed above. This must be noted on the insurance certificate.

Response: SAMTD will approve this request. No waiver of subrogation for Professional Liability is required. Because of the amount of changes to GC.24, a completely amended section to be incorporated into the final contract will follow these requests. Please refer to the revised document following this Addenda.

37. Request for Alternate: Appendix A – GC.24 Insurance We respectfully request the following modification as underlined:

Except for the Professional Liability Policy, Contractor will cause its underwriters of insurance policies to waive their rights of subrogation arising from the work performed under this Contract. Contractor’s Commercial General Liability and Business Auto Liability insurance shall apply as primary and will not seek contribution from any insurance or self-insurance maintained by, or provided to, the additional insureds listed above. This must be noted on the insurance certificate.

Response: SAMTD has approved a similar request with similar wording.

Because of the amount of changes to GC.24, a completely amended section to be incorporated into the final contract will follow these requests. Please refer to the revised document following this Addenda.

38. Request for Alternate: Appendix B – #4 Compensation, Paragraph 2 Proposer requests the following changes

Contractor will invoice SAMTD no later than the 15th of each month for services and goods supplied the previous month. SAMTD reserves the right to refuse payment on invoices for work that completed sixty ninety (60 90) days prior to invoice receipt. Payment will be based on Net thirty (30) day terms from the acceptance of submitted invoice and deliverables satisfactory services completed as outlined in the Scope of Work Exhibit A.

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39. Request for Alternate: Appendix B – #4 Compensation, Paragraph 5 Proposer requests the following changes

Invoices must contain the following information. SAMTD will review the submitted deliverables services completed as part of the invoice approval.

Should a deliverable services not be approved, SAMTD may withhold a portion of the invoice payment until the deliverable is services are corrected and approved. SAMTD will not be responsible for a delay in invoice approval for missing or incorrect deliverables services.

• The contract number;

• The Deliverables Services outlined for each task under the Scope of Work being invoiced.

• A price breakdown showing contract prices and rates, where applicable;

• Total invoiced amount.

Response: SAMTD will not approve this request. The section remains as originally published.

40. Request for Alternate: Appendix B – #4 Compensation, Proposer requests the following addition

6. Consequential Damages

SAMTD and Contractor mutually waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Agreement.

Response: SAMTD will not approve this request. The section remains as originally published

In order for your proposal to be considered responsive, Proposers are reminded to acknowledge this addenda on Exhibit #2 of the proposal forms.

All other specifications and terms and conditions remain unchanged.

By: Charleen McCurdy Procurement & Contracts Analyst Salem Area Mass Transit District 555 Court Street NE, Suite 5230 Salem, Oregon 97301 November 12, 2024

SALEM AREA MASS TRANSIT DISTRICT (SAMTD)

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APPENDIX A GENERAL TERMS & CONDITIONS Updated 11/12/2024

GC.1. Contractor's Status and General Responsibilities

Contractor is an independent Contractor for all purposes and is entitled to no compensation from SAMTD other than that provided by this Contract. Contractor shall inform SAMTD of Contractor's Federal Internal Revenue Service Employer Identification Number or, if Contractor is an individual with no employer identification number, Contractor's Social Security Number. The Contractor and its officers, employees, and agents are not in any way officers, employees or agents of SAMTD as those terms are used in ORS 30.265. The Contractor, its employees or officers shall not hold themselves out either explicitly or implicitly as officers, employees or agents of SAMTD for any purpose whatsoever, nor are they authorized to do so.

Contractor shall provide and pay for all labor, materials, equipment, utilities, and other goods or services necessary for full contract performance unless this Contract specifically provides otherwise. Contractor shall supervise and direct contract performance using its best skill, and shall be responsible for selecting the means of contract performance. If, during or after the term of this Contract, Contractor learns of any actual or potential defect in the services provided under this Contract, of any problem associated with the results of contract performance, or of any nonconformance with a provision of this Contract or of Federal, state, or local law, Contractor shall inform SAMTD immediately in writing with a full description of the defect, problem, or nonconformance.

GC.2. Notices and Communications

All notices and other communications concerning this Contract shall be written in English and shall bear the contract number assigned by SAMTD. Notices and other communications may be delivered personally, by facsimile, by email, by regular, certified or registered mail or other commercial delivery service.

A notice to SAMTD will be effective only if it is delivered to that person designated in writing in either (a) the Notice of Award of this Contract, (b) the Notice to Proceed under this Contract, or (c) to another individual specifically designated for this purpose by this Contract.

A notice to the Contractor shall be effective if it is delivered to the individual who signed this Contract on behalf of Contractor at the address shown with that signature, to a corporate officer if Contractor is a corporation, to a general partner if Contractor is a partnership, or to another individual designated in writing by the Contractor in the contract or in a written notice to SAMTD.

GC.3. Assignment and Subcontracting

Contractor shall not assign any of its rights or subcontract any of its responsibilities under this Contract without the prior written consent of SAMTD. Contractor shall include in each subcontract provisions necessary to make all of the provisions of this Contract fully effective and applicable to Contractor’s subcontractors. Contractor shall provide all necessary plans, specifications, and instructions to its suppliers and subcontractors to enable them to properly perform their work.

. All subcontractors must be pre-approved by SAMTD before they begin work. SAMTD reserves the right to investigate sub-contractor responsibility prior to confirming award, if

24-046 Comprehensive Operational Analysis - Appendix A - General Terms and Conditions_Updated 11.12.24 subcontractors are known. SAMTD will not approve change orders to the proposal or final contract price for replacing rejected sub-contractors.

Contractor shall be jointly and severally, and vicariously liable to SAMTD and responsible for the work of, including, but not limited to the adequacy, timeliness, efficiency, and sufficiency, its subcontractors. All subcontractors shall be jointly and severally liable to SAMTD and responsible for their work. SAMTD shall not be held responsible for the contractual relationship between subcontractors and Prime contractors. The Prime contractor shall maintain and monitor all subcontractor performance, payment, project delivery requirements, and relationships as they pertain to the Prime’s ability to successfully complete a project.

Failure of a contractor to properly manage subcontractors resulting in project delays shall be considered breach of contract and subject to the rights and remedies outlined in the contract terms and conditions.

GC.4. Indemnification

A. To the fullest extent permitted by law, Contractor agrees to fully indemnify, hold harmless, and defend SAMTD, its directors, officers, and employees from and against all claims, demands, losses, suits, damages, attorney fees, and costs of every kind and description and expenses incidental to the investigation and defense thereof, resulting from, any act, omission, fault or negligence of Contractor, its agents, contractors, sub-contractors, or employees in the performance or nonperformance of Contractor’s obligations under this Contract. Should any incident be due to the joint and or concurrent negligence of the Contractor and SAMTD, all costs items identified above will be borne by the Contractor and SAMTD in proportion to their respective negligence.

The obligations of Contractor under this Section 4 will not in any way be affected or limited by the absence in any case of insurance coverage or by the failure or refusal of any insurance carrier to perform any obligation on its part to be performed under insurance policies affecting this Contract. In no way shall the Contractor limit its liability under this Contract.

B. This indemnity shall survive the termination of this Contract or final payment hereunder. This indemnity is in addition to any other rights or remedies which SAMTD and the other parties to be indemnified may have under the law or under this Contract. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, SAMTD may in its sole discretion reserve, retain or apply any monies due to the Contractor under the Contract for the purpose of resolving such claims; provided, however, that SAMTD may release such funds if the Contractor provides SAMTD with adequate assurance of the protection of SAMTD’S interests. SAMTD shall be the sole judge of whether such assurances are adequate.

GC.5. Prompt Payment

Contractor shall make payment promptly, as due, to all persons supplying to the Contractor labor or material for the performance of the work provided for in the Contract; pay contributions or amounts due the Industrial Accident Fund from the Contractor or subcontractor incurred in the performance of the Contract; and pay to the Department of Revenue all sums withheld from employees under ORS 316.167. ORS 279B.220.

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 or injury, to the employees of the Contractor, of all sums that the Contractor agrees to pay for the services and all moneys and sums that the Contractor collected or deducted from the wages of employees under any law, contract or agreement for the purpose of providing or paying for the services. ORS 279B.230.

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GC.6. Compliance with Laws and Regulations

Contractor shall adhere to all applicable federal, state, and local laws, regulations, executive orders and ordinances applicable to the work under this Contract. The Contractor shall comply with the clauses required in every public contract entered into in the State of Oregon as set forth in ORS 279B.220, 279B.225, 279B.230, 279B.235, 279C.505, 279C.510, 279C.515, 279C.520, and 279C.530, each of which is incorporated herein by reference.

All subject employers working under this Contract are either employers that will comply with ORS 656.017 or employers that are exempt under ORS 656.126.

GC.7. Liens Prohibited

Contractor shall not permit any lien or lien claim to be filed or prosecuted against SAMTD, its property or its right-of-way on account of any labor or material furnished or any other reason for work arising out of this Contract. If any lien shall be filed, Contractor shall satisfy and discharge or cause such lien to be satisfied and discharged immediately at Contractor’s sole expense.

GC.8. Safety

Notwithstanding any safety provisions elsewhere in this Contract, and in addition to Contractor’s own safety procedures, Contractor shall implement and enforce all safety requirements that are standard in the industry and/or that are required by SAMTD’S Safety Department.

GC.9. Prohibited Interests

A. No SAMTD Board member, officer, employee or agent who ceases to hold a position at SAMTD shall have any direct beneficial financial interest in this Contract, if they authorized this Contract while acting in their official position at SAMTD, for two years after the date the contract was authorized. This precludes working on this Contract as Contractor’s employee. The term “authorize” in this provision means that the Board member, officer, employee or agent (“public official”) performed a significant role in the selection of the Contractor or the execution of this Contract, including recommending approval or signing of the Contract, serving on the selection committee or having the final authorizing authority for this Contract.

B. No SAMTD Board member, officer, employee, or agent (or any member of the immediate family or the partner of any of the aforementioned) shall solicit or accept, and Contractor (including any subcontractors) shall offer or give to any SAMTD Board member, officer, employee or agent (or any member of the immediate family or the partner of any of the aforementioned), any gratuities, favors, or anything of monetary value, in connection with the administration of this Contract, except to the extent permitted by applicable law and SAMTD policy.

GC.10. Integration, Modification, and Administrative Changes

This Contract includes the entire agreement of the parties and supersedes any prior discussions or agreements regarding the same subject. This Contract may be modified in writing by a modification that has been signed by individuals authorized to bind each of the parties contractually. SAMTD reserves the right to make administrative changes to the

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Contract unilaterally. An administrative change means a written contract change that does not affect the substantive rights of the parties.

GC.11. Severability/Survivability

If any of the provisions contained in this Agreement are held by a court of law or arbitrator to be illegal, invalid or unenforceable, the enforceability of the remaining provisions shall not be impaired, and the parties shall negotiate an equitable adjustment of this Contract so that the purposes of this Contract are not affected. All provisions concerning indemnity survive the termination or expiration of this Contract for any cause.

GC.12. Waiver and Non-waiver

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

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

GC.13. Termination for Default

A. SAMTD may, by written notice of default to the Contractor, terminate this Contract in whole or in part if the Contractor fails to (i) Deliver the supplies or to perform the services within the time specified in this Contract or any extension; (ii) Make progress, so as to endanger performance of this Contract; or (iii) Perform any of the other provisions of this Contract.

B. SAMTD’S right to terminate this Contract under subdivision (A) of this clause may only be exercised if the Contractor does not cure such failure within 10 calendar days (or more if authorized in writing by the Contract Administrator) after receipt of the notice from the Contract Administrator specifying the failure. If SAMTD terminates this Contract in whole or in part under the default provisions, it may acquire, under the terms and in the manner the Contracting Officer considers appropriate, supplies or services similar to those terminated, and the Contractor will be liable to SAMTD for any excess costs for those supplies or services. However, the Contractor shall continue the work not terminated.

C. Contractor shall be paid the contract price only for completed supplies or services delivered and accepted. If it is later determined by SAMTD that Contractor had an excusable reason for not performing, such as a strike, fire, flood, or other event that is not the fault of, or is beyond the control of, Contractor, SAMTD may allow Contractor to continue work, or may treat the termination as a termination for convenience.

D. The rights and remedies set forth in this clause are in addition to any other rights and remedies available to the parties as provided by law or under this Contract.

GC.14. Termination for Convenience

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SAMTD may terminate this Contract, in whole or in part, at any time by written notice to the Contractor when it is in SAMTD’S or the Public’s best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. SAMTD will not be responsible for payment for any work performed after the time of termination. After termination, the Contractor shall promptly submit to SAMTD its termination claim for payment. If the Contractor has any property in its possession belonging to SAMTD, the Contractor will account for the same, and return it to SAMTD in the manner that SAMTD directs.

GC.15. Inspection of Goods and Services

A. SAMTD has the right to inspect and test all goods/services called for under the Contract, to the extent practicable, at all times and places during the term of the Contract. SAMTD shall perform inspections and tests in a manner that will not unduly delay the work.

B. If any of the goods or services do not conform with contract requirements, SAMTD may require the Contractor to replace the goods or perform the services again in conformity with contract requirements, at no increase in contract amount. When the defects in goods or services cannot be corrected by re-performance, SAMTD may (1) require the Contractor to take necessary action to ensure that future performance conforms to contract requirements and (2) reduce the contract price to reflect the reduced value of the goods/services performed.

C. If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with contract requirements, SAMTD may (1) by contract or otherwise, perform the services and charge to the Contractor any cost incurred by SAMTD or (2) terminate the Contract for default.

GC.16. Acceptance, Rejection, and Revocation of Acceptance

If this Contract is for the supply of goods, then SAMTD shall be deemed to have accepted goods only after the goods have been delivered by Contractor, and SAMTD has had a reasonable opportunity after delivery to inspect the goods. Prior to acceptance, SAMTD may reject any goods that fail to conform to the requirements of this Contract. SAMTD may revoke its acceptance of goods that fail to conform to this Contract if the failure to conform was not reasonably discoverable by ordinary pre-acceptance inspection or evaluation.

Acceptance may be revoked under this Paragraph even if SAMTD has started using the goods before discovering that they do not conform to the Contract. Upon request by SAMTD, Contractor shall replace or repair to SAMTD’S satisfaction any goods that have been rejected by SAMTD or the acceptance of which has been revoked by SAMTD under this Paragraph. Failure to replace or repair those goods within a reasonable time after SAMTD’S request shall be a material breach of this Contract.

GC.17. Title and Risk of Loss

If this Contract is for the supply of goods, Contractor shall bear the risk of loss until the goods have been delivered to the site designated by SAMTD and an authorized SAMTD employee or agent has taken possession of them. Title to goods shall pass to SAMTD upon SAMTD’S payment for those goods. If this Contract is for the rental or lease of Contractor’s goods, the Contractor shall

24-046 Comprehensive Operational Analysis - Appendix A - General Terms and Conditions_Updated 11.12.24 bear the risk of loss to Contractor’s goods. Contractor agrees to carry insurance to cover any such losses. Title to the Contractor’s goods shall remain with Contractor while goods are in SAMTD’S possession. If this Contract is for the repair or servicing of SAMTD owned goods, Contractor shall bear the risk of loss until the goods have been delivered to the site designated by SAMTD and an authorized SAMTD employee or agent has taken possession of them. Title to SAMTD owned goods shall remain with SAMTD while goods are in Contractor’s possession.

Contractor agrees to carry insurance to cover any losses/damages to SAMTD’S goods while in Contractor’s possession.

GC.18. Work Product

All work product of Contractor that results from this Agreement (the “Work Product”) is the exclusive property of SAMTD. Work Product shall include but not be limited to all data, information in any form, documents, research, analysis and other any work subject to intellectual property laws and doctrines. SAMTD and Contractor intend that such Work Product be deemed “work for hire” of which SAMTD shall be deemed the author. If for any reason the Work Product is not deemed “work for hire,” Contractor hereby irrevocably assigns to SAMTD all of its right, title, and interest in and to any and all of the Work Product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine.

Contractor shall execute such further documents and instruments as SAMTD may reasonably request in order to fully document such vested rights in SAMTD. Contractor forever waives any and all rights relating to the Work Product, including without limitation, any and all rights arising under 17 USC Section 106A or any other rights of identification or authorship or rights of approval, restriction or limitation on use or subsequent modifications.

GC.19. Audit and Inspection of Records

A. Contractor shall maintain a complete set of records relating to this Contract in accordance with generally accepted accounting procedures. Contractor shall permit the authorized representatives of SAMTD, the U.S. Department of Transportation, the Oregon Secretary of State and the Comptroller General of the United States to inspect and audit all work, materials, payrolls, books, accounts, and other data and records of Contractor relating to its performance under this Contract until the expiration of three (3) years after final payment under this Contract.

B. Contractor further agrees to include in all of its subcontracts under this Contract a provision to the effect that the subcontractor agrees that SAMTD, the U.S. Department of Transportation, the Federal Transit Administration, the Oregon Secretary of State and the Comptroller General of the United States, or any of their duly authorized representatives shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers, and other records of the subcontractor. The term "subcontract" as used in this Section excludes (1) purchase orders not exceeding $10,000.00 and (2) subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general public.

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

GC.20. Mediation

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Should any dispute arise between the parties concerning this agreement that is not resolved by mutual agreement, it is agreed that it may by mutual agreement be submitted to mediated negotiation prior to any party commencing litigation. The mediator’s fees and costs shall be borne equally by the parties.

GC.21. Nondiscrimination

During the term of this Contract, Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, sexual orientation, disability, or national origin.

GC.22. Applicable Law and Jurisdiction

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

GC.23. Paragraph Headings and Other Titles

The parties agree that paragraph headings and other titles used in this Contract are for convenience only, and are not to be used to interpret this Contract.

GC.24. Insurance

During the term of this Contract, Contractor shall purchase and maintain any insurance required by this Contract. Contractor shall furnish reasonably acceptable certificates of insurance and additional insured endorsements to SAMTD within ten (10) days after award of this Contract, and prior to commencement of any contract work.

Contractor shall be responsible for the payment of all premiums and deductibles and shall indemnify SAMTD for any liability or damages that SAMTD to the extent caused by Contractor's failure to purchase or maintain any required insurance.

Contractor shall maintain insurance of the types and in the amounts described below. Such limits may be met through a combination of primary and excess policies.

1) Commercial General Liability Insurance

Commercial General Liability insurance, with coverage limits not less than:

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

(b) $2,000,000.00 general aggregate, bodily injury and property damage.

Optionally, SAMTD will accept an additional $2,000,000 products/completed operations aggregate.

Such coverage will include Contractual Liability, Broad Form Property Damage, Personal Injury, Premises-Operations, Products and-Completed Operations, Independent Contractors, , Damage to Premises Rented to You, and Explosion, Collapse, and Underground (XCU) subject to the policy terms, conditions, and exclusions.

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The General Liability policy shall be endorsed with CG 2010 1185 or CG 2010 1001 and CG 2037 1001 or equivalent, naming SAMTD and its directors, officers, representatives, agents, and employees as additional insured.

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