Is C-Tran's contract with TriMet Valid?

A special C-Tran board meeting was held on September 26, 2013 to consider, and enter into, a contract with Trimet to define the duties of each party on the proposed light rail to Vancouver. The final contract contained a “liquidated damages” clause that required C-Tran to pay Trimet $5,000,000 if they did not perform (page 33 - section 3.20).

It appears, from the below videos, that at least some, of the C-Tran board members DID NOT know about the $5,000,000 “liquidated damages” clause in that contract. Further there were copies of the final contract at the board meeting, but they were not handed out, instead a slide show was given which did not include that clause. During that slide show the Executive Director referred to a “new agreement” and briefly held it up while people’s attention was on the screen with the slide show.

Question 1: Is the contract invalid because the $5,000,000 “liquidated damages”clause was left out of the presentation used by the board to authorize the signing?

Question 2: Is the $5,000,000 “liquidated damages” clause invalid because it was left out of the description of the contract which the board used to gave the ED authorization to sign the contract.

These three videos cover the event, in successively greater detail

(C-Tran special board meeting 9-26-2013:

https://vimeo.com/84207743 Length=3:03

https://vimeo.com/82158818  Length=8:09

https://vimeo.com/81989725 Length: 15.44

Citizen video of the main meeting, except citizen comments- 1:15:11-  https://vimeo.com/76605898

The vote is at 1:11

CVTV videos of the meeting and the next two:

C-TRAN Board of Directors (09/26/13)  https://www.cvtv.org/ajax_video_popup.php?id=2680

Citizen Communication, Potential Agreements & Finance Plan for the Bi-State Phased Construction of the Columbia River Crossing Project, Board Resolution BR-13-015, Presented by Board Member David Madore; A Resolution to Uphold Foundational C-TRAN Adopted Policies, Complete Hearing  (There was an error when we tried to view this video - we have contacted them about this.)

C-TRAN Board of Directors (10/08/13)  https://www.cvtv.org/ajax_video_popup.php?id=2694

Citizen Communication, Consent Items, Approve Criteria: Bus Surveillance System Enhancements, Labor Agreement: International Association of Machinists and Aerospace Workers, Local 1423, District #24, High Capacity Transit Issues: Fourth Plain Bus Rapid Transit and Light Rail Transit, Complete Hea...

C-TRAN Board of Directors Meeting (12-10-13)  https://www.cvtv.org/ajax_video_popup.php?id=4347

Complete coverage of the December 10, 2013 C-TRAN Board of Directors Meeting.

C-TRAN Board of Directors Approved Meeting Minutes:

September 26,2013 - Contract presentation

October 8, 2013 - Attorney explains contract was offered to board, but board declined to see it.

November 11, 2013

A Note:  Only when composing this page, did we realize that Jeff Hamm could have made copies of the final contract that he “offered to the board” and then could have passed out a copy to each board member for review of the actual contract before the vote. We interpret this lack of passing out copies to each board member as an indication that deceit was intended.  

As of writhing this, in May 2023, two board members who voted on the contract are still on the board: Hansen & Onslow, both of which voted YES for the contract. We wonder how many board members knew of the “poison pill” before the vote and how many staff members knew of it