EXHIBIT A
INTERGOVERNMENTAL AGREEMENT FOR
EEO AND WORKFORCE TRAINING & HIRING PROGRAMS
ON THE SOUTH CORRIDOR LIGHT RAIL PROJECT
This Intergovernmental Agreement (IGA) is between the City of Portland (“City”), through its Bureau of Purchases (“Bureau”), and the Tri-County Metropolitan Transportation District of Oregon (TriMet), referenced collectively as the “parties.” The terms of this IGA shall be limited to work conducted on TriMet’s South Corridor Project, including the I-205 segment and the Portland Mall segment (“Project”).
1. INTERGOVERNMENTAL PROGRAM DESCRIPTION
a. The City currently has several programs administered by the Bureau in regard to purchasing and construction activities, including the following:
1. The City’s Equal Employment Opportunity (“EEO”) certification program (“EEO Program”), which requires a vendor to obtain an EEO certification before the City can acquire more than $2500 in goods and services from it during a fiscal year; and
2. The City’s Workforce Training & Hiring Program (“Workforce Program”), which requires contractors working on certain city construction projects to make efforts to hire and train a diverse workforce, including apprentices under specified circumstances.
b. TriMet
1. TriMet desires to participate in the EEO and Workforce Programs during the construction of the Project.
2. TriMet recognizes that the City, through the Bureau, has experience and expertise in operating the EEO and Workforce Programs. By continuing to use the existing City Programs and City employees who have experience in administering the Programs, TriMet will be able to save money and avoid unnecessary duplication and efforts.
3. TriMet has assigned an employee to work with compliance staff within the Bureau. Bureau staff has provided training on previous TriMet projects, and will continue to provide training until such time as TriMet’s staff is fully trained.
2. FUNDING
a. TriMet will provide funding to the Bureau in the amount of $17,500 for January 1, 2007 through June 30, 2007.
b. The $17,500 breaks down as follows:
1. Data Entry Services;
2. Contract Compliance Services (including site visits, meetings with staff and contractors, working with TriMet staff training);
3. Staff Services for Loretta Young, Contractor Development Supervisor; Angela Pack, Contract Compliance Specialist; and Procurement Assistant performing data entry;
4. Monthly Monitoring Reports;
5. Computer Services;
6. Ensure that the prime contractors and all subcontractors with subcontracts of $100,000 or more provide 20% of the labor hours in each apprenticeable trade to state registered apprentices;
c. Payment for the six months of this IGA shall be paid in one lump sum of $17,500 within 30 calendar days of receiving an invoice.
3. EEO PROGRAM RESPONSIBILITIES
a. The City, through the Bureau, will:
1. Review applications for EEO certification from TriMet’s potential vendors and contractors specifically for the Project, and determine whether the applicant is required to be certified.
2. As required, provide computer files of all certified firms to TriMet;
3. Provide telephone assistance and internet support to TriMet employees, vendors and contractors desiring information related to the EEO Program, the status of contractor certifications, and other matters that may arise;
4. Provide introductory training regarding the EEO certification process to appropriate TriMet staff, if needed;
5. Provide related services to actual and potential TriMet vendors, contractors and staff that are necessary for the implementation of the EEO Program. These services include, but are not limited to, training new TriMet staff on an as needed basis, and providing assistance to vendors and contractors regarding methods of improving workforce diversity; and
6. Review TriMet generated reports to identify non-certified vendors and contractors and assist them with certification.
b. TriMet will:
1. Periodically provide the Bureau staff with reports showing the names of vendors and contractors associated with the Project.
c. The Bureau, and TriMet will jointly:
1. Provide training of appropriate TriMet staff,
2. Promote and advertise EEO certification in formats and methods agreed to by the parties.
4. WORKFORCE TRAINING & HIRING PROGRAM RESPONSIBILITIES
a. The City, through the Bureau, will:
1. Provide outreach and compliance activities to implement the Workforce Program at a level equal to that provided on City projects. These activities include, but are not limited to, attendance at TriMet pre-bid/proposal and pre-construction meetings to discuss Workforce Program requirements, monthly data collection and compliance reviews, late submittal notices to contractors, site visits, and timely notification to TriMet staff of compliance issues for the Project.
2. Provide to TriMet a monthly monitoring report on the Project in the format used by the City, listing hours for apprentices and all race and gender groups, for the prime contractors and all subcontractors with subcontracts of $100,000 or more.
3. Provide to TriMet and its prime contractors and subcontractors training on the Workforce Program, including electronic submittals.
b. TriMet will:
1. Require all prime contractors to mandate subcontractors with subcontracts of $100,000 or more, at all tiers, to comply with the Workforce Program by including these requirements in contract specifications, and similar documents related to TriMet work on this Project.
2. Cooperate with the Bureau to implement the Workforce Program for TriMet by instructing its project managers and prime contractors’ staffs to coordinate their efforts with Bureau staff, reviewing workforce related documents for inclusion of Program requirements, forwarding appropriate documents to the Bureau, and taking enforcement actions against contractors, as needed.
3. Provide a contact to coordinate the Workforce Program with City staff.
5. TERM
This IGA shall be in full force and effect from January 1, 2007 through June 30, 2007. At that time, it is anticipated that TriMet will assume direct responsibility for the duties that the City will perform for TriMet pursuant to this Agreement. However, in the event that TriMet requires more time to assume these duties, the Director of the City of Portland Bureau of Purchases is authorized to extend this Agreement for an additional six months. In that event, the City will continue to perform the same or similar duties for TriMet on a month-to-month basis without further City Council approval.
6. EARLY TERMINATION
Either party may terminate this agreement by giving thirty (30) days written notice. In the event of termination, the Bureau shall be entitled to payment for work performed prior to the termination date if such work was performed in accordance with the Agreement. In the event of a termination, the Bureau shall refund to TriMet any remaining share of the lump sum payment provided by TriMet at the beginning of the Agreement. TriMet shall not be liable for indirect or consequential damages.
7. ADHERENCE TO LAW
The parties shall comply with all federal, state and local laws and ordinances applicable to their own employees, including all applicable employment laws, regulations and administrative rules established pursuant to those laws.
8. INDEMNIFICATION
To the extent permitted by Oregon law, and in accordance with the provisions of the Oregon Tort Claims Act, ORS 30.260 through 30.030, including the limits of liability for public bodies set forth therein, TriMet shall defend, save, and hold harmless the City, and its officers, agents, and employees, from all claims, suits, or actions arising out of the negligent acts, errors, or omissions of TriMet and its agents or employees in performance of their duties under this agreement; and the City shall defend, save and hold harmless TriMet, and its officers agents and employees, from all claims, suits or actions arising out of the negligent acts, errors or omissions of the City and its agents or employees in performance of their duties under this agreement.
9. CONTACTS
Individuals identified below are the designated contacts for the coordination of this Agreement, unless another individual is designated by written notice to the other party. Notice and communications provided for under this Agreement shall be addressed to the
following individuals:
If toTriMet: Bruce Watts
Sr. Director of Diversity and Transit Equity
TriMet
710 NE Holladay Street
Portland, OR
If to the City: Loretta Young
Contractor Development Supervisor
City of Portland
1120 SW Fifth Avenue, Suite 750
Portland, OR 97204
10. GOVERNING LAW
This Agreement is entered into within the State of Oregon and governed by Oregon law, and shall be deemed to incorporate by reference all requirements for public contracts as may be required by those laws.
11. SEVERABILITY
If any provision of this Agreement is found to be illegal or unenforceable, this Contract nevertheless shall remain in full force and the offending provision shall be stricken. All provisions concerning indemnity survive the termination of this Agreement for any cause.
12. OWNERSHIP OF WORK AND DOCUMENTS
All work performed by the City under this Agreement shall be considered work made for hire and shall be the property of TriMet. TriMet shall own any and all data, documents, plans, copyrights, specifications, working papers and any other materials the City produces or collects in connection with this Agreement. On completion or termination of the Agreement, or upon TriMet’s request, the City shall deliver these materials to TriMet.
13. ENTIRE AGREEMENT
This Agreement sets forth the entire agreement between the parties hereto and replaces or supercedes all prior discussions or agreements between the parties related to the same subject matter. The parties agree that any modification to this Agreement must be mutual and in writing.
IN WITNESS WHEREOF, TriMet and the City have executed this Agreement as of the date and year first above written.
TRI-COUNTY METROPOLITAN CITY OF PORTLAND
TRANSPORTATION DISTRICT
OF OREGON
Neil McFarlane, Executive Director Mayor Tom Potter
Date Date
Gary Blackmer, Auditor
Date
APPROVED AS TO FORM: APPROVED AS TO FORM:
______________________________ _______________________________
City Attorney TriMet Legal Department