MCEDD RFP_Community Outreach - FINAL 8.4.2025.pdf

REQUEST FOR PROPOSALS

Gorge Regional Transit Community Outreach and Education Services

Mid-Columbia Economic Development District (MCEDD) is seeking proposals from a qualified community engagement group or team of managed individuals to support its outreach activities for the regional transit network and other transportation options in the Mid-Columbia River Gorge bistate region.

The purpose of the project is to improve access to transportation options for historically underserved groups through program development and innovative outreach activities.

Background MCEDD serves a rural bi-state area composed of three counties in Oregon (Hood River, Wasco, and Sherman) and two counties in Washington (Skamania and Klickitat), all bordering the Columbia River.

MCEDD is the lead agency for the Gorge TransLink Alliance, a partnership of the five transportation providers in the Columbia Gorge established in 2001 to promote coordinated regional transportation and a seamless system of travel for residents and visitors. The MCEDD Mobility Manager staffs this partnership and conducts public outreach for the regional transit services and manages Gorge TransLink Alliance projects. The four transportation providers that operate the regional Gorge Transit fixed route network are Hood River County Transportation District (dba Columbia Area Transit--CAT), The Link Public Transit, Skamania County Transit, and Mt. Adams Transportation Service. More information about the Gorge TransLink Alliance and Gorge Transit can be found at gorgetransit.com.

MCEDD has received funding through the Oregon State Department of Transportation (ODOT) Innovative Mobility Program and through the Washington State Department of Transportation (WSDOT) Consolidated Grant Program to expand and sustain the current community outreach and education projects and programs with a focus on historically underserved communities facing transportation challenges.

Scope of Work Overview This community outreach and education project will create messaging and outreach activities in partnership with community-based organizations and will develop new outreach communications and research targeting underserved populations by using photography and videos, events, guided transit trips, social media, and printed materials including targeted itineraries & trip guides. The Contractor’s team will include a Travel Trainer (minimum 10 hours/week) whose responsibilities will include public outreach and education and any individual or group travel training needs identified by project partners specifically within Skamania and Klickitat Counties.

Tasks Task 1. Provide a bilingual Travel Trainer for a minimum of 10 hours/week to serve the travel training needs of Skamania and Klickitat counties and accomplish the following activities:

• Distribute Gorge Transit Passes to target populations (people with low incomes, limited English proficiency, disabilities; older adults; Native Americans; and seasonal farm workers)

• Conduct outreach activities including tabling at community events and presentations

• Facilitate group and individual travel training sessions

• Develop outreach materials

• Establish new partnerships with community and human service organizations

Task 2. Provide quarterly reports for Task 1.

Task 3. Develop messaging and conduct outreach activities targeting transportation disadvantaged populations by using photography and videos, events, guided transit trips, social media, printed materials including targeted itineraries & trip guides and the current inventory of social media platforms, websites, and content. This will include strategic planning, creative development research, and focus groups for effective messaging and outreach. Develop co-created, translated, and culturally specific materials by working with local community-based organizations.

Task 4. Expand awareness and support of the Gorge Equity fund, which provides free annual Gorge passes to low-income residents, by engaging more local employers and marketing the Gorge Transit Pass.

Task 5. Work directly with local communities, employers, and local organizations to encourage engagement in transportation options programs including public transit, active transportation, carsharing and carpooling, and van pools.

Task 6. Support growth of ongoing projects including Gorge Team Transit, Youth Transit projects, and the Oregon Get There Challenge.

Task 7. Assist with gorgetransit.com website development and newsletter publication.

Task 8. Assist with Gorge TransLink Alliance projects as needed.

Task 9. Facilitate the grant project management team (PMT) meetings 2 x month. One of the two PMT meetings per month will include representatives from the four public transit providers and the Contractor’s Travel Trainer.

Task 10. Provide quarterly reports for Tasks 3-9.

Project Management and Review The project tasks 1-10 will be managed by MCEDD.

Implementation of Task 1 will involve coordination and communication with the Klickitat County Senior Services Director and the Skamania County Senior Services Program Manager.

Implementation of Tasks 3-9 will involve coordination and communication with the grant project management team (PMT) on high-level decisions regarding the project, proposed strategies, design, copy, etc. The PMT will use a collaborative decision-making process to address work scope issues and to ensure fair stakeholder participation and representation.

The PMT will consist of (at minimum):

• The Contractor responsible for carrying out the scope of work

• MCEDD Contract Manager (Regional Mobility Manager)

• MCEDD Travel Trainer

• ODOT and WSDOT Program Managers

• Representatives of Hood River County Transportation District (Columbia Area Transit), The

Link Public Transit, Sherman County Community Transit, Skamania County Transit, and Mt.

Adams Transportation Services (1 x month)

• Contractor’s Travel Trainer (1 x month)

Work over the course of this contract will involve coordination and communication with the Grant Project Management Team, public transportation providers, organizations serving the priority populations, local Gorge leadership, members of the public, the local private sector (businesses and large employers), and other parties as needed.

Contract Type MCEDD intends to award a Firm Fixed Price contract for the services described in this RFP. The total contract price shall be firm, not subject to adjustment based on the contractor’s actual costs incurred.

Period of Performance:

The period of performance shall be as follows:

Base Period: contract signing through June 30, 2027 Option Year 1: July 1, 2027-June 30, 2028 Option Year 2: July 1, 2028-June 30, 2029

Option years may be awarded in the future subject to availability of funds.

Budget and Pricing Proposal MCEDD anticipates awarding a Firm Fixed Price contract as described above. Proposers must ensure their cost proposal—including all fees and allowable expenses—does not exceed the amounts shown in the table below.

Budget for Base Period and anticipated funding for Option Years 1-2 (Table)

Performance Period Anticipated Funding Level

Base Period From contract signing through June 30, 2027

Tasks 1-2: $76,000 Tasks 3-10: $131,000

Option Year 1 July 1, 2027-June 30, 2028

Tasks 1-2: $41,500

Option Year 2 July 1, 2028-June 30, 2029

Tasks 1-2: $41,500

Proposers are required to submit pricing for all performance periods with a firm fixed price using the template above.

Award of the Base Period does not guarantee award of Option Years. MCEDD may, at its sole discretion and contingent on funding and satisfactory performance, exercise one or more annual option periods subject to available funds.

Funds are dependent on federal and state grant programs and are contingent on the continued availability of those funds. MCEDD may also amend or extend the contract to accommodate new funding sources.

Proposers must NOT include any travel-related costs in their pricing.

Project Funding Sources and State and Federal Requirements MCEDD has received funding from the Oregon Department of Transportation (ODOT) Innovative Mobility Project Grant Program and from the Washington State Department of Transportation (WSDOT) Consolidated Grant Program to support this project. These state-managed grant programs rely on the continued availability of funds from these federal programs. MCEDD will notify the Contractor if grant funding becomes unavailable. The Contractor will be required to comply with all applicable state and federal laws, regulations, policies, guidelines, and requirements with respect to funding sources. All clauses in ODOT Agreement No. 73000-00039612 (see Attachment A) will be incorporated by reference. All clauses in draft WSDOT Agreement PTD 1083 (see Attachment B) will be incorporated by reference. Contractor and subcontractors shall obtain and maintain insurance of the types and amounts listed in Attachments A and B.

Timeline Tasks and activities should consider appropriate seasonal variations.

August 20, 2025; 5:00 pm Proposal deadline August 22, 2025 Award decision announced Week of Sept 1, 2025 Project kick-off meeting Completion of Base Period Tasks 1-10 June 30, 2027

Requirements Requirements include: experience with creation of visual assets, social media management, website development, social marketing research and creative development; experience working with community-based organizations; and experience working with small rural public transportation agencies and services. Consideration will be given for the proposal that best meets the needs of MCEDD’s Gorge Regional Transit Community Outreach and Education project. Selection will be based on qualifications, performance history, expertise and experience, creativity, and the ability to work with key local community-based organizations. MCEDD reserves the right to select a Proposer directly after the review of the proposals.

Questions

All questions regarding this RFP should be provided in writing to Kathy Fitzpatrick at kathy@mcedd.org.

Answers will be provided in writing to all submitted questions no later than 3 business days after they are received.

Submission Requirements To be considered for the award, respondents must submit the following items in a timely manner and in proper form. Each submittal must include:

1.) For each of the 10 tasks listed in the Scope of Work, clearly describe your approach and methods, key personnel, deliverables, timeline, and how your strategy advances the project’s equity, outreach, and engagement objectives.

2.) A proposal describing your qualifications.

3.) Proposed fee structure, including a breakdown of firm fixed prices for Base Period Tasks 1-2 and Tasks 3-

10, and separate firm fixed prices for Option Years 1 and 2, Tasks 1-2, in a table format as shown below.

Travel expenses must not be included in the proposed pricing. All travel-related costs are specifically excluded from consideration and will not be reimbursed.

Performance Period Price Proposal Base Period Tasks 1-2 Base Period Tasks 3-10 Option Year 1 Tasks 1-2 Option Year 2 Tasks 1-2

4.) Names, phone numbers and contacts for three organizations to be contacted as references.

5.) Copies of or links to work samples.

6.) Location of principal office and branch(es).

7.) Any other information you consider to be of value in evaluating your qualifications.

8.) Each proposal must include the following certifications:

• Signed and dated “Certification and Restrictions on Lobbying” “Government-wide Debarment and Suspension,” (Attachment C)

• Signed and dated “Ethics and No Contact Form” (Attachment D)

• Signed and dated “DBE Participation” (Attachment E)

Selection Criteria A. Evaluation of Proposals. Proposals will be evaluated by a review committee, which will include staff of MCEDD.

B. Evaluation Criteria. Proposals will be evaluated according to the most qualified in the opinion of the review committee. The review committee reserves the right to contact and evaluate the proposer’s references; contact any Proposer to clarify any response; contact any current clients of a proposer (regardless of if they are listed as a reference or not) and solicit information from any available source deemed pertinent to the evaluation process. The review committee shall not be obligated to accept the lowest priced proposal but shall make an award in the best interests of MCEDD and that represents a “Best Value” as defined by the Federal Transit Administration. The review will be based on the following criteria:

I. Experience/Qualifications – The proposal should clearly explain staff experience and ability to deliver specific requirements as described in the scope.

II. Approach to scope of work.

The total points given to a proposal by the individual evaluators will be averaged to determine the proposal’s overall score. All proposals will be evaluated on the following basis:

To be considered for award, responses must be received by MCEDD by 5:00 p.m. on August 20, 2025, to:

Jessica Metta, Executive Director Mid-Columbia Economic Development District

802 Chenowith Loop Rd The Dalles, Oregon 97058 or via email to jessica@mcedd.org

MCEDD reserves the right to reject any or all proposals, to waive any formality in the proposals and to accept the proposal(s) which deems to be in the best interest of MCEDD.

Evaluation Criteria Weight Experience/Qualifications 50 Approach including project scope, target audiences, and desired outcomes.

Total 100 mailto:jessica@mcedd.org

Misc. Contracts and Agreements No. 73000-00039612

GRANT AGREEMENT

OREGON DEPARTMENT OF TRANSPORTATION

Transportation Options Service Delivery 2025 -2027 Project Name: MCEDD Delivering Transportation Options Support Services FFY24, 25, 26 and 27

Recipient: Mid-Columbia Economic Development District (Governmental Agency)

THIS AGREEMENT is made and entered into by and between the State of Oregon, acting by and through its Department of Transportation, hereinafter referred to as "ODOT" or as the “State”, and Mid-Columbia Economic Development District (MCEDD), acting by and through its elected officials, herein referred to as “Recipient” and both herein referred to individually or collectively as “Party” or “Parties.”

0. Authority. The Transportation Options Program (TO), Innovative Mobility Program and TO grants are authorized by ORS 184.730, which allows ODOT to develop and finance transportation demand management (TDM) projects with funds available from the Federal Highway Administration Surface Transportation Block Grant.

1. Effective Date. This Agreement shall become effective on the date all required signatures are obtained and the Agreement is fully executed and approved as required by applicable law (the “Effective Date”). Unless otherwise terminated or extended, Grant Funds (as that capitalized term is defined in Section 3 below) under this Agreement shall be available for Project Costs incurred on or before September 30, 2027 (the “Availability Termination Date”).

No Grant Funds are available for any expenditure before the Effective Date or after the Availability Termination Date.

2. Agreement Documents. This Agreement consists of this document and the following documents:

a. Exhibit A: Scope of Work

b. Exhibit B: Recipient Certification

c. Exhibit C: Federal Provisions

d. Exhibit D: Federal Funding Accountability and Transparency Act (FFATA) Subaward

Reporting

e. Exhibit E: Contractor Insurance Requirements

Exhibits A through E are attached hereto and by this reference made a part hereof this Agreement. In the event of a conflict between two or more of the documents comprising this Agreement, the language in the document with the highest precedence shall control.

The precedence of each of the documents comprising this Agreement is as follows, listed from highest precedence to lowest precedence: this Agreement without Exhibits; Exhibit B; Exhibit C; Exhibit A; Exhibit D; and Exhibit E.

3. Grant Award. The total estimated costs to complete the Scope of Work described in Exhibit A (the “Project”) are $293,763.11 (the “Project Costs”). In accordance with the terms and

MCEDD RFP: Attachment A

ODOT/Recipient Agreement No. 73000-00039612 conditions of this Agreement, ODOT shall provide Recipient, and Recipient shall accept from ODOT, the award of a grant in the not-to-exceed amount of $266,948.96 in federal funds and $11,856.73 in state funds for a total of $278,805.69 (the “Grant Funds”) of the total eligible Project Costs to allow the Recipient to perform the Project Tasks set forth in Exhibit A.

Recipient shall provide matching funds for all remaining Project Costs. ODOT is providing its Unique Entity Identifier (UEI) 809580681 for reference. Any additional information required by 2 CFR 200.332(b)(1) is either incorporated into this Agreement or provided to Recipient separately.

4. Project Implementation and Completion. Recipient shall implement and complete the Project in accordance with Exhibit A. In accordance with the provisions of Section 5.d., Recipient shall notify ODOT in writing of all changes in the Scope of Work prior to performing any changes and shall not perform any changes without written prior approval from ODOT.

5. Grant Funds.

a. Use of Grant Funds; Grant Award; No Exclusive Right. The Grant Funds shall be used solely for the Tasks described in Exhibit A and shall not be used for any other purpose.

Grant Funds may not be used for any changes to the Tasks set forth in Exhibit A unless ODOT approves such changes pursuant to the Project Change Procedures in Section 5.d.

or pursuant to the Amendment provisions of Section 16.f. Recipient agrees to fully expend the Grant Funds by no later than September 30, 2027, after which time ODOT may withdraw the grant award at its sole discretion, and Recipient shall return to ODOT any unexpended Grant Funds.

b. Eligible Project Costs. Project Costs eligible for reimbursement with Grant Funds are only those costs that are (a) reasonable, necessary and directly used for the Project; and

(b) are eligible costs under State and federal law and this Agreement that are not found ineligible by any later financial review or audit.

c. Ineligible Project Costs. The Grant Funds may not be used for any purchase of incentives that Recipient charges to the Project; for any costs other than those specified in this Agreement; or for any payments made to related parties or for any loans or grants to be made to third parties, except as provided in Section 5.b.

d. Project Change Procedures. Project changes are permitted only to the Scope of Work and only with the prior written permission of ODOT. If Recipient anticipates a need for project change, Recipient shall submit a request via email to the ODOT Project Manager.

ODOT Project Manager may authorize changes to Scope of Work via email.

6. Applicable Federal Requirements

a. The Project will be conducted as a part of the Federal-Aid Project under Title 23, United States Code. The Project will be financed at the maximum allowable federal participating amount, which is TDM: 89.73 percent, with Recipient providing the 10.27 percent match for eligible costs and paying for any non-participating costs, including all costs in excess of the available federal funds; Rideshare: 100 percent federal funds (no match) for eligible costs; and Innovative Mobility: 89.73 percent federal funds, with ODOT providing the 10.27 percent match in state funds for eligible costs and recipient paying for any non-participating costs, including all costs in excess of the available federal funds.

b. Recipient guarantees the availability of Recipient funding in amount required to fully fund Recipient’s share of the Project.

c. State considers Recipient a subrecipient of the federal funds it receives as reimbursement under this Agreement.

d. The Assistance Listing Number (ALN) number and title for this Project is 20.205, Highway Planning and Construction.

e. If any term or provision of this Agreement is declared by a court of competent jurisdiction to be invalid, unenforceable, illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the Parties shall be construed and enforced as if the Agreement did not contain the particular term or provision held to be invalid.

f. Information required by 2 Code of Federal Regulation (CFR) 200.332(b)(1) shall be contained in the USDOT FHWA Federal Aid Project Agreement for this Project, a copy of which shall be provided by ODOT to Recipient with the Notice to Proceed.

g. Indirect Cost Rate.

Recipient may elect to use a rate derived from a current cost allocation plan approved by ODOT or another cognizant agency; or use a deminimis rate up to 15% Modified Total Direct Cost (MTDC) as described in 2 CFR 200.414, or decline requesting indirect costs be charged to the Project.

1) Indirect Cost Rate. Recipient may invoice ODOT for indirect costs associated with the Project.

2) Pursuant to the disclosure requirement in 2 CFR 200.332(b)(1)(xiv), the indirect cost rate for the Project at the time the Agreement is written is:

i. up to fifteen percent (15%) de minimis rate per 2 CFR 200.414.

h. Recipient shall comply with the requirements in subsections 1 through 4 below:

1) Recipient shall follow requirements stated in the Single Audit Act of 1984 as amended, codified at 31 USC Chapter 75, and 2 CFR 200 Subpart F. The requirements stated in the Single Audit Act must be followed by those local governments and non-profit organizations receiving one million ($1,000,000) or more in federal funds. The Single Audit Act of 1984 and 2 CFR 200, Subpart F, requires local governments and non-profit organizations to obtain an audit that includes internal controls and compliance with federal laws and regulations of all federally funded programs in which the local agency participates.

2) Sanctions and Penalties for Breach of Contract. Recipient contracts for more than the simplified acquisition threshold, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908 (currently set at $250,000), must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.

3) Termination. All Recipient contracts in excess of $10,000 must address termination for cause and for convenience, including the manner by which it will be affected and the basis for settlement.

4) Following execution of this Agreement, but prior to commencement of the Purchase, Recipient shall submit a Title VI plan to ODOT for approval. Templates are available on ODOT’s Civil Rights Title VI webpage:

https://www.oregon.gov/odot/Business/OCR/Pages/Non-Discrimination.aspx.

7. Federal Transparency Act Subaward Reporting. Recipient agrees to provide to ODOT the subaward reporting information required to comply with the Federal Funding Accountability and Transparency Act of 2006 (Pub. L. 109–282), as amended by section 6202 of Public Law 110–252 (“Federal Transparency Act”) in accordance with Exhibit D – Federal Transparency Act Subaward Reporting. See CFR Appendix A to Part 170, Title 2. Recipient agrees to include its UEI on the Agreement signature page of this Agreement.

8. Project Reporting. Recipient shall report to ODOT in writing on its progress in performing the Project. Recipient shall provide quarterly progress report on the last day of the quarter month following the Effective Date. ODOT may, at its sole discretion, require Recipient to report on its progress monthly. Each progress report shall include the work the Recipient has completed in the last quarter and corresponding Grant Funds expended in that quarter, and the amount of unexpended Grant Funds remaining. Upon ODOT’S request, Recipient shall provide proof of payment and backup documentation supporting Recipient’s expenditures.

https://www.oregon.gov/odot/Business/OCR/Pages/Non-Discrimination.aspx https://www.ecfr.gov/current/title-2/subtitle-A/chapter-I/part-170/appendix-Appendix%20A%20to%20Part%20170

9. Disbursement and Recovery of Grant Funds.

a. Disbursement Generally. Recipient shall seek reimbursement for eligible costs pursuant to the deadlines and processes set forth in Exhibit A. No later than forty-five (45) calendar days following the receipt of invoice, ODOT shall disburse the Grant Funds to Recipient.

b. Conditions Precedent to Disbursement. ODOT’s obligation to disburse Grant Funds to Recipient is subject to the conditions precedent that (1) ODOT has received funding, appropriations, limitations, allotments, or other expenditure authority sufficient to allow ODOT, in the exercise of its reasonable administrative discretion, to make the disbursement; and (2) Recipient is in compliance with the terms of this Agreement.

c. Recovery of Grant Funds.

1) Any Grant Funds disbursed to Recipient under this Agreement that are expended in violation or contravention of one or more of the provisions of this Agreement (“Misexpended Funds”) or that remain unexpended on the earlier of the Availability Termination Date or termination of this Agreement must be returned to ODOT. Recipient shall return all Misexpended Funds to ODOT no later than fifteen (15) calendar days after ODOT’s written demand.

2) If this Agreement is terminated under either Section 13(b)(i) or Section 13(b)(ii) below, Recipient shall return to State all funds disbursed to Recipient within 15 days after State's written demand for the same.

3) If there is an Event of Default, ODOT may recover Grant Funds as set forth in Section 15 (Remedies).

10. General Representations and Warranties of Recipient. Recipient represents and warrants to ODOT as follows:

a. Organization and Authority. Recipient is duly organized and validly existing under the laws of the State of Oregon and is eligible to receive the Grant Funds. Recipient has full power, authority and legal right to make this Agreement and to incur and perform its obligations hereunder, and the making and performance by Recipient of this Agreement

(1) have been duly authorized by all necessary action of Recipient and (2) do not and will not violate any provision of any applicable law, rule, regulation, or order of any court, regulatory commission, board, or other administrative agency or any provision of Recipient’s Articles of Incorporation or Bylaws, if applicable, (3) do not and will not result in the breach of, or constitute a default or require any consent under any other agreement or instrument to which Recipient is a party or by which Recipient or any of its properties may be bound or affected. No authorization, consent, license, approval of, filing or registration with or notification to any governmental body or regulatory or supervisory authority is required for the execution, delivery or performance by Recipient of this Agreement.

b. Binding Obligation. This Agreement has been duly executed and delivered by Recipient and constitutes a legal, valid and binding obligation of Recipient, enforceable in accordance with its terms subject to the laws of bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors’ rights generally.

c. Full Disclosure. The Recipient has disclosed in writing to ODOT all facts that materially adversely affect its ability to perform all obligations required by this Agreement. The Recipient has made no false statements of fact, nor has it omitted information necessary to prevent any statements from being misleading. The information contained in this Agreement is true and accurate in all respects.

d. Pending Litigation. The Recipient has disclosed in writing to ODOT all proceedings pending (or to the knowledge of Recipient, threatened) against or affecting Recipient, in any court or before any governmental authority or arbitration board or tribunal, that, if adversely determined, would materially adversely affect the ability of Recipient to perform all obligations required by this Agreement.

e. No Defaults. Recipient has not violated, and has not received notice of any claimed violation of, any agreement or instrument to which it is a party that would materially adversely affect the ability of Recipient to perform all obligations required by this Agreement. No Defaults or Events of Default exist or will occur upon authorization, execution or delivery of this Agreement.

f. Compliance with Oregon Taxes, Fees and Assessments. Recipient is, to the best of the undersigned’s knowledge, and for the useful life of the Project will remain, current on all applicable state and local taxes, fees and assessments.

11. Records Maintenance and Access; Audit.

a. Records, Access to Records and Facilities. Recipient shall make and retain proper and complete books of record and account and maintain all fiscal records related to this Agreement and the Project in accordance with all applicable generally accepted accounting principles, generally accepted governmental auditing standards, and minimum standards for audits of non-profit organizations. Recipient shall ensure that each of its sub-recipients and subcontractors complies with these requirements. ODOT, the Secretary of State of Oregon (Secretary) and their duly authorized representatives shall have access to the books, documents, papers and records of Recipient that are directly related to this Agreement, the funds provided hereunder, or the Project for the purpose of making audits and examinations. In addition, ODOT, the Secretary and their duly authorized representatives may make and retain excerpts, copies, and transcriptions of the foregoing books, documents, papers, and records. Nothing herein is meant to be or will be interpreted to be a waiver of any protection against disclosure of records or communication otherwise provided by law, including protection provided by attorney-client privilege or the attorney work product doctrine.

b. Retention of Records. Recipient shall retain and keep accessible all books, documents, papers, and records, that are directly related to this Agreement, the funds or the Project until the date that is six (6) years following the Availability Termination Date.

c. Expenditure Records. Recipient shall document the expenditure of all Grant Funds disbursed by ODOT under this Agreement. Recipient shall create and maintain all expenditure records in accordance with generally accepted accounting principles and in sufficient detail to permit ODOT to verify how the Grant moneys were expended.

This Section 11 shall survive any expiration or termination of this Agreement.

12. Recipient Contract(s) and Procurements. Performance of this Agreement shall not be contracted in whole or in part, except with the written consent of ODOT. If ODOT provides written consent for the Recipient to enter into contracts with contractors for performance of this Agreement, the following conditions apply:

a. Contracts.

1) All contracts must be in writing, executed by Recipient and must incorporate and pass through all of the applicable requirements of this Agreement to the other party or parties to the contract(s). Use of a contract does not relieve Recipient of its responsibilities under this Agreement.

2) Recipient shall require all of its contractors performing work under this Agreement to name ODOT as a third-party beneficiary of Recipient’s contract with the contractor.

3) Recipient shall provide ODOT with a copy of any signed contract upon request by ODOT. This subparagraph shall survive expiration or termination of this Agreement.

4) Recipient must report to ODOT any material breach of a term or condition of a contract within ten (10) calendar days of Recipient discovering the breach.

b. Contract Indemnification.

1) Recipient's contract(s) shall require the other party to such contract(s) that is not a unit of local government as defined in ORS 190.003, if any, to indemnify, defend, save and hold harmless the State of Oregon, the Oregon Transportation Commission, and the Oregon Department of Transportation and their respective officers, members, employees and agents from and against any and all claims, suits, actions, losses, damages, liabilities, cost and expenses, including attorneys' fees, of any nature whatsoever resulting from, arising out of or relating to, in whole or in part, by the negligent or willful acts or omissions of the other party to Recipient's contract or any of such party's officers, agents, employees or subcontractors ("Claims"). It is the specific intention of the Parties that the State shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the State, be indemnified by the other party to Recipient's contracts(s) from and against any and all Claims.

2) Any such indemnification shall also provide that neither Recipient's, contractor(s) nor subcontractor(s), nor any attorney engaged by Recipient's contractor(s) or subcontractor(s), shall defend any claim in the name of the State 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 may, at any time at its election, assume its own defense and settlement in the event that it determines that Recipient's contractor is prohibited from defending State or that Recipient's contractor is not adequately defending State's interests, or that an important governmental principle is at issue or that it is in the best interests of State to do so. State reserves all rights to pursue claims it may have against Recipient's contractor if State elects to assume its own defense.

3) Recipient shall include provisions in each of its contracts requiring its contractor(s) to comply with the indemnification requirements within this Contract Indemnification section.

c. Contractor Insurance.

1) Recipient shall require its contractor(s) to meet the minimum insurance requirements provided in Exhibit E. Recipient shall perform a risk assessment for the work to be performed under its contract(s) and may specify insurance requirements of its contractor(s) above the minimum insurance requirements specified in Exhibit E. Recipient shall verify its contractor(s) meet the insurance requirements in Exhibit E.

2) Recipient shall require its contractor(s) to require and verify that all subcontractors carry insurance coverage that the contractor(s) deems appropriate based on the risks of the subcontracted work.

3) Recipient shall include provisions in each of its contracts requiring its contractor(s) to comply with the insurance requirements within this Contract Insurance section.

d. Procurements.

1) Recipient shall review the Best Practices Procurement Manual, a technical assistance manual prepared by the FTA, available on the FTA website:

https://www.transit.dot.gov/funding/procurement/third-party-procurement/best-https://www.transit.dot.gov/funding/procurement/third-party-procurement/best-practices-procurement-manual practices-procurement-manual.

2) Recipient shall make purchases of any equipment, materials, or services for the Project under procedures that comply with Oregon law, including all applicable provisions of the Oregon Public Contracting Code, Oregon Revised Statute (ORS) 279 A, B, and C, and rules, ensuring that:

i. All applicable clauses required by federal statute, executive orders and their implementing regulations are included in each competitive procurement; and

ii. All procurement transactions are conducted in a manner providing full and open competition.

13. Termination

a. Mutual Termination. This Agreement may be terminated by either Party upon thirty

(30) calendar days' notice, in writing and delivered by certified mail or in person.

b. Termination by ODOT. ODOT may terminate this Agreement effective upon delivery of written notice to Recipient, or at such later date as may be established by ODOT under any of the following conditions:

1) If Recipient fails to provide services or funds called for by this Agreement within the time specified herein or any extension thereof.

2) If Recipient fails to comply with any provision of this Agreement, or so fails to pursue the work as to endanger performance of this Agreement in accordance with its terms, and after receipt of written notice from ODOT fails to correct such failures within ten (10) calendar days or such longer period as ODOT may authorize.

3) If ODOT fails to receive funding, appropriations, limitations or other expenditure authority sufficient to allow ODOT, in the exercise of its reasonable administrative discretion, to continue to make payments for performance of this Agreement;

4) If federal or state laws, regulations or guidelines are modified or interpreted in such a way that the Project work under this Agreement is prohibited or if ODOT is prohibited from paying for such Project work from the planned funding source; or

5) If, in the sole opinion of ODOT, the Project would not produce results that are commensurate with the further expenditure of funds.

c. Rights upon Termination. Any termination of this Agreement shall not prejudice any rights or obligations accrued to the Parties prior to termination. The remedies set forth in this Agreement are cumulative and are in addition to any other rights or remedies https://www.transit.dot.gov/funding/procurement/third-party-procurement/best-practices-procurement-manual available at law or in equity.

14. Defaults. Any of the following constitutes an “Event of Default”:

a. Any false or misleading representation is made by or on behalf of Recipient in this Agreement or in any document provided by Recipient related to the Project.

b. The Recipient takes any of the following action or an action for the purpose of affecting any of the below.

1) A petition, proceeding or case is filed by or against Recipient under any federal or state bankruptcy or insolvency law, and in the case of a petition filed against Recipient, Recipient acquiesces to such petition or such petition is not dismissed within twenty (20) calendar days after such filing, or such dismissal is not final or is subject to appeal;

2) The Recipient files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, dissolution, winding-up or composition or adjustment of debts;

3) The Recipient becomes insolvent or bankrupt or admits its inability to pay its debts as they become due, or makes an assignment for the benefit of its creditors;

4) The Recipient applies for or consents to the appointment of, or taking of possession by, a custodian (including, without limitation, a receiver, liquidator or trustee) of Recipient or any substantial portion of its property; or

5) The Recipient takes any action for the purpose of affecting any of the above.

c. Recipient fails to comply with this Agreement, other than those referred to in subsections

a. and b. of this Section 14, and that failure continues for period of thirty (30) calendar days after written notice specifying such failure is given to Recipient by ODOT. ODOT may agree in writing to an extension of time if it determines Recipient instituted and has diligently pursued corrective action.

15. Remedies

a. Upon any Event of Default, ODOT may pursue any or all remedies in this Agreement and any other remedies available at law or in equity to enforce the performance of any obligation of Recipient. Remedies may include, but are not limited to:

1) Terminating ODOT’s commitment and obligations under the Agreement.

2) Requiring repayment of the Grant Funds and all interest earned by Recipient on those Grant Funds.

b. Any moneys collected by ODOT pursuant to Section 15.a will be applied first, to pay any attorneys’ fees and other fees and expenses incurred by ODOT; then, as applicable, to repay any Grant proceeds owed; and last, to pay any other amounts due and payable under this Agreement.

c. No remedy available to ODOT is intended to be exclusive, and every remedy will be in addition to every other remedy. No delay or omission to exercise any right or remedy will impair or is to be construed as a waiver of such right or remedy. No single or partial exercise of any right power or privilege under this Agreement will preclude any other or further exercise thereof or the exercise of any other such right, power or privilege. ODOT is not required to provide any notice in order to exercise any right or remedy, other than notice required in section 13 of this Agreement.

d. In the event ODOT defaults on any obligation in this Agreement, Recipient’s remedy will be limited to injunction, special action, action for specific performance, or other available equitable remedy for performance of ODOT’s obligations.

16. GENERAL PROVISIONS

a. Contribution.

1) If any third party makes any claim or brings any action, suit or proceeding alleging a tort as now or hereafter defined in ORS 30.260 ("Third Party Claim") against State or Recipient with respect to which the other Party may have liability, the notified Party must promptly notify the other Party in writing of the Third Party Claim and deliver to the other Party a copy of the claim, process, and all legal pleadings with respect to the Third Party Claim. Each Party is entitled to participate in the defense of a Third-Party Claim, and to defend a Third-Party Claim with counsel of its own choosing. Receipt by a Party of the notice and copies required in this paragraph and meaningful opportunity for the Party to participate in the investigation, defense and settlement of the Third- Party Claim with counsel of its own choosing are conditions precedent to that Party’s liability with respect to the Third-Party Claim.

2) With respect to a Third-Party Claim for which State is jointly liable with Recipient (or would be if joined in the Third Party Claim ), State shall contribute to the amount of expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Recipient in such proportion as is appropriate to reflect the relative fault of the State on the one hand and of the Recipient on the other hand in connection with the events which resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of State on the one hand and of Recipient on the other hand shall be determined by reference to, among other things, the Parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts. State’s contribution amount in any instance is capped to the same extent it would have been capped under Oregon law, including the Oregon Tort Claims Act, ORS 30.260 to 30.300, if State had sole liability in the proceeding.

3) With respect to a Third Party Claim for which Recipient is jointly liable with State (or would be if joined in the Third Party Claim), Recipient shall contribute to the amount of expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by State in such proportion as is appropriate to reflect the relative fault of Recipient on the one hand and of State on the other hand in connection with the events which resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of Recipient on the one hand and of State on the other hand shall be determined by reference to, among other things, the Parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts. Recipient’s contribution amount in any instance is capped to the same extent it would have been capped under Oregon law, including the Oregon Tort Claims Act, ORS 30.260 to 30.300, if it had sole liability in the proceeding.

a. Survival. Sections 16.a shall survive termination of this Agreement.

b. Dispute Resolution. The Parties shall attempt in good faith to resolve any dispute arising out of this Agreement. In addition, the Parties may agree to utilize a jointly selected mediator or arbitrator (for non-binding arbitration) to resolve the dispute short of litigation.

c. Amendments. This Agreement may be amended or extended only by a written instrument signed by both Parties and approved as required by applicable law.

d. Duplicate Payment. Recipient is not entitled to compensation or any other form of duplicate, overlapping or multiple payments for the same work performed under this Agreement from any agency of the State of Oregon or the United States of America or any other party, organization or individual.

e. No Third-Party Beneficiaries. ODOT and Recipient are the only Parties to this Agreement and are the only Parties entitled to enforce its terms. Nothing in this Agreement gives, is intended to give, or shall be construed to give or provide any benefit or right, whether directly or indirectly, to a third person unless such a third person is individually identified by name herein and expressly described as an intended beneficiary of the terms of this Agreement.

f. Notices. Except as otherwise expressly provided in this Agreement, any communications between the Parties hereto or notices to be given hereunder shall be given in writing by personal delivery, facsimile, email or mailing the same, postage prepaid, to Recipient Contact or ODOT Contact at the address or number set forth on the signature page of this

Agreement, or to such other addresses or numbers as either Party may hereafter indicate pursuant to this Section Any communication or notice personally delivered shall be deemed to be given when actually delivered. Any communication or notice delivered by facsimile shall be deemed to be given when receipt of the transmission is generated by the transmitting machine, and to be effective against ODOT, such facsimile transmission must be confirmed by telephone notice to ODOT Contact. Any communication by email shall be deemed to be given when the recipient of the email acknowledges receipt of the email. Any communication or notice mailed shall be deemed to be given when received.

g. Governing Law, Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law. Any claim, action, suit or proceeding (collectively, “Claim”) between ODOT (or any other agency or department of the State of Oregon) and Recipient that arises from or relates to this Agreement shall be brought and conducted solely and exclusively within the Circuit Court of Marion County in the State of Oregon. In no event shall this section be construed as a waiver by the State of Oregon of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the eleventh amendment to the Constitution of the United States or otherwise, from any Claim or from the jurisdiction of any court. Each party hereby consents to the exclusive jurisdiction of such court, waives any objection to venue, and waives any claim that such forum is an inconvenient forum.

h. Compliance with Law. Recipient shall comply with all applicable federal, state, and local laws, regulations, executive orders and ordinances applicable to the Project including, but not limited to, the provisions of ORS 319.020 and OAR 738 Divisions 124 and 125 where applicable by this Agreement, incorporated herein by reference and made a part of this Agreement. In addition, without limiting the generality of the foregoing, Recipient expressly agrees to comply with all provisions of Exhibit E, which is incorporated herein by reference and made a part of this Agreement.

i. Costs and Expenses Related to Employment of Individuals; Insurance; Workers’ Compensation and Employer’s Liability. Recipient is responsible for all costs and expenses related to its employment of individuals to perform the work under this Agreement, including but not limited to retirement contributions, Workers' Compensation, unemployment taxes, and State and Federal income tax withholding. In addition, all employers, including Recipient, that employ subject workers, as defined in ORS 656.027, shall comply with ORS 656.017 and shall provide Workers’ Compensation insurance coverage for those workers, unless they meet the requirement for an exemption under ORS 656.126(2). The coverage shall include Employer’s Liability insurance with limits not less than $500,000 each accident. Recipient shall verify that each of its contractor(s) complies with these requirements.

j. Independent Contractor. Recipient shall perform the Project as an independent contractor and not as an agent or employee of ODOT. Recipient has no right or authority to incur or create any obligation for or legally bind ODOT in any way. ODOT cannot and will not control the means or manner by which Recipient performs the Project, except as specifically set forth in this Agreement. Recipient is responsible for determining the appropriate means and manner of performing the Project. Recipient acknowledges and agrees that Recipient is not an “officer”, “employee”, or “agent” of ODOT, as those terms are used in ORS 30.265, and shall not make representations to third parties to the contrary.

k. Severability. If any term or provision of this Agreement is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the Parties shall be construed and enforced as if this Agreement did not contain the particular term or provision held to be invalid.

l. Counterparts. This Agreement may be executed in several counterparts (facsimile or otherwise) all of which…