1-Doc1653598960 - Solicitation - Bonfire - 07.28.25.pdf

METROPOLITAN TRANSIT AUTHORITY OF HARRIS COUNTY, TX (METRO)

INVITATION FOR BIDS (IFB)

FOR

VINYL PRINTABLE MATERIALS

METRO IFB NO. Doc1653598960

Bidder’s signature on Invitation for Bids (Section II – Forms for Bidding/Award) constitutes acceptance of a contract that may result from this solicitation. Contract award/execution may be made by METRO without discussion.

METRO FUNDING 100% FEDERAL FUNDING 0% SMALL BUSINESS GOAL NA%

IMPORTANT – Notice to Bidder

Submit all responses to and questions regarding this solicitation electronically through METRO’s EUNA (Bonfire) hub at https://www.ridemetro.org/procurement

AND one (1) hardcopy of the bid sent to the address below.

There is no cost to Contractors to register to submit bids on METRO’S EUNA (Bonfire) hub.

Metropolitan Transit Authority of Harris County, TX Upper Left Corner of Envelope Must Indicate:

Procurement Division 8th Floor Proposer/Contractor Name and Address 1900 Main Street Lower Left Corner of Envelope Must Indicate:

Houston, Texas 77002 Solicitation Number Due Date Due Time Solicitation Title

The EUNA (Bonfire) submission shall take precedence over any discrepancies between the hard copy and the EUNA (Bonfire) submission. Both the electronic (via EUNA/Bonfire) and hardcopy submittal MUST be received by the deadline specified in the solicitation. A submittal MAY be deemed non-responsive if both the electronic and hardcopy are not received by the deadline specified in this solicitation.

https://www.ridemetro.org/about/business-to-business#:~:text=Open%20external%20link)-,Open%20Procurements,-METRO%20is%20committed

IFB No. Doc1653598960 Contract No. __________ ii

TABLE OF CONTENTS

SECTION I - BIDDING REQUIREMENTS AND INSTRUCTIONS ............................................................................................................ iii 1 INVITATION FOR BIDS SUMMARY ............................................................................................................................................ iii 2 ID FORMS SUBMISSION CHECKLIST ....................................................................................................................................... vi

SECTION II - FORMS FOR BIDDING/AWARD

1 BID AND AWARD FORM

2 BID/CONTRACT AMOUNT, ITEMS AND PRICES

SECTION III - DELIVERIES OR PERFORMANCE ARTICLES

1 DEFINITIONS

2 CONTRACT PERIOD

3 DELIVERY REQUIREMENTS

4 TEXAS ETHICS COMMISSION (TEC) ELECTRONIC FILING

SECTION IV - INSPECTION AND ACCEPTANCE ARTICLES

1 INSPECTION

SECTION V - CONTRACT ADMINISTRATION DATA ARTICLES

1 COMPENSATION

2 NOTICES

SECTION VI - INSURANCE ARTICLES

1 CONTRACTOR'S INSURANCE

2 INDEMNIFICATION AGREEMENT

SECTION VII - SMALL BUSINESS ENTERPRISE PROGRAM ARTICLES

SECTION VIII - SPECIAL TERMS AND CONDITIONS ARTICLES

1 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR

2 COMMERCIAL WARRANTY

3 INTER-LOCAL/COOPERATIVE PURCHASE

4 MOST FAVORED CUSTOMER

5 NEW MATERIAL

6 PUBLIC INFORMATION ACT

SECTION IX - GENERAL TERMS AND CONDITIONS ARTICLES

1 ACCEPTANCE

2 ACCESS REQUIREMENTS FOR INDIVIDUALS WITH DISABILITIES

3 ACCESS TO RECORDS

4 ASSIGNMENT

5 CHANGES

6 CONTRACT ORDER OF PRECEDENCE

7 CONTRACTOR NON-DISCRIMINATION

8 DISSEMINATION OF CONTRACT INFORMATION

9 DISPUTES

10 EQUAL OPPORTUNITY FOR VEVRAA PROTECTED VETERANS3

11 ETHICAL CONDUCT

12 FORCE MAJEURE

13 INTERPRETATION, JURISDICTION AND VENUE

14 METRO DELAY OF WORK

15 METRO NON-DISCRIMINATION

16 PAYMENTS AND DISCOUNTS

17 PROHIBITED INTEREST

18 RESTRICTIONS ON LOBBYING

19 TERMINATION FOR CONVENIENCE OF METRO

20 TERMINATION FOR DEFAULT

21 TITLE AND RISK OF LOSS

22 FIREARM ENTITY AND TRADE ASSOCIATION DISCRIMINATION CERTIFICATION AND PROHIBITION

23 ISRAEL BOYCOTT CERTIFICATION AND PROHIBITION

24 ENERGY COMPANY BOYCOTT CERTIFICATION AND PROHIBITION

25 COVID-19 VACCINE PASSPORT PROHIBITION

26 ENTIRE AGREEMENT

SECTION X - EXHIBITS

1 EXHIBIT A: SCOPE OF SERVICES

2 EXHIBIT B: CONTRACTOR'S RELEASE

3 EXHIBIT C: CERTIFICATION OF RESTRICTIONS ON LOBBYING

4 EXHIBIT D: DEBARMENT AND SUSPENSION FORM

5 EXHIBIT E: CODE OF ETHICS OF THE METROPOLITAN TRANSIT AUTHORITY

iii

SECTION I - BIDDING REQUIREMENTS AND INSTRUCTIONS

1 INVITATION FOR BIDS SUMMARY

IFB NO.: Doc1653598960 IFB ISSUE DATE: July 28, 2025

PROJECT NAME: Vinyl Printable Materials

ISSUED BY: Metropolitan Transit Authority of Harris County (METRO) Website: https://www.ridemetro.org/procurement

All questions and bid responses to this solicitation must be submitted electronically through METRO’s EUNA (Bonfire) at https://www.ridemetro.org/procurement. Registration on METRO’s EUNA (Bonfire) hub is free. Additionally, submit one (1) Original hardcopy delivered in a sealed envelope to the METRO Procurement Office 8th Floor, 1900 Main Street, Houston, Texas 77002. Digital signatures accepted.

CONTRACT ADMINISTRATOR: Ada Hernandez Contracts Administrator Procurement Services

1900 Main Street, 8th Floor Houston, Texas 77002 Email: ada.hernandez@ridemetro.org Phone: (713) 615-6205

NOTE TO BIDDERS: BIDDERS ARE RESPONSIBLE FOR ALL INFORMATION IN THIS SOLICITATION, HOWEVER, PLEASE PAY

PARTICULAR ATTENTION TO INFORMATION SHADED IN GRAY.

BID SUBMISSION/RECEIPT: Sealed bids in original form for work or item(s) described herein will be submitted through METRO’s EUNA (Bonfire) hub at https://www.ridemetro.org/procurement and MUST be received by 2:00 p.m. Central Standard Time (CST) on Wednesday, August 27, 2025. Additionally, ONE (1) ORIGINAL HARDCOPY: Deliver in a sealed envelope bearing the name and address of the Bidder and the identification ‘Invitation for Bids’ No. Doc1653598960 to the METRO Procurement Office 8th Floor, 1900 Main Street, Houston, Texas 77002.

Both the electronic (via EUNA / Bonfire) and hardcopy submittal MUST be received by the deadline specified in the solicitation. A submittal MAY be deemed non-responsive if both the electronic and hardcopy are not received by the deadline specified in this solicitation. See additional submission requirements below in Article 2, ‘Instructions for Bidders.’

BID OPENING: Bids will be opened publicly and read aloud at 10:00 a.m. CST on Thursday, August 28, 2025. The opening will be recorded. Bidders can watch the bid opening live at:

MS Teams Link: Join Microsoft Teams Meeting

Dial-In Telephone No.: +1 281-925-7469 Conference ID: 246 022 158#

APPROVAL OF CONTRACT: If required by the METRO Procurement Manual, award of a contract evolving from this solicitation shall be contingent upon the prior receipt of written approval from the METRO Board of Directors. No contractual agreement shall be binding on METRO until this approval has been obtained. It shall be the responsibility of firms responding to this solicitation to monitor Board award decisions. All persons and/or entities responding to this solicitation hereby acknowledge the contract award requirement enumerated in this Paragraph. Anticipated Board Items are posted on METRO’s web site at https://www.ridemetro.org/AnticipatedProcurements

BID EVALUATION AND AWARD: For the purposes of award, METRO will consider the total bid amount. An award of a firm fixed price contract(s) will be made to the responsive responsible bidder whose bid conforms to the requirements of this Solicitation. The lowest price bidder is not guaranteed that it will receive the METRO contract award.

METRO reserves the right to reject any and all bids, to waive any informalities in bids received and the right to reject all nonconforming, non-responsive or conditional bids. Unless stated elsewhere in this solicitation, the bidding of equivalents is not permitted and will be cause for bid rejection. Alternate/multiple bids will not be considered. Bids in which prices are obviously unbalanced may be rejected. Bids containing apparent clerical mistakes such as discrepancy between unit bid price and the price extension or the sum of the extended amounts and the total bid price, or other apparent clerical mistakes, will be resolved by the Contract Administrator in accordance with the ‘Errors in Bids’ procedures contained in METRO's Procurement Manual in Chapter 4.

CONFLICTS DISCLOSURE: Vendors doing business with METRO or seeking to do business with METRO are required to file a completed questionnaire (FORM CIQ) disclosing the vendor’s affiliations or business relationship with any Board Member, local government officer (or his or her family member). Form CIQ is available on METRO’s website at https://www.ridemetro.org/Resources/ConflicsDisclosure.

https://www.ridemetro.org/about/business-to-business https://www.ridemetro.org/about/business-to-business#:~:text=Open%20external%20link)-,Open%20Procurements,-METRO%20is%20committed mailto:ada.hernandez@ridemetro.org https://www.ridemetro.org/about/business-to-business#:~:text=Open%20external%20link)-,Open%20Procurements,-METRO%20is%20committed https://teams.microsoft.com/l/meetup-join/19%3ameeting_MjE1NDk5ZjMtN2I4OS00YzRiLTk0NDMtYjM3ZDRiZGNkZmQ1%40thread.v2/0?context=%7b%22Tid%22%3a%2242943d88-6155-47ea-abaa-7f5951e7c4f1%22%2c%22Oid%22%3a%2294334756-c987-4cf5-8523-59f8e150ab14%22%7d tel:+1%20281-925-7469,,253474237# https://www.ridemetro.org/about/business-to-business/procurement-opportunities#AdvanceProcurementNotices:~:text=View%20Awards-,Anticipated%20Procurements,-Each%20tab%20below https://www.ridemetro.org/about/board-meetings#:~:text=Open%20external%20link)-,Resources,-Board%20Contact%20Information iv

DEBARMENT AND SUSPENSION

A. This Contract is a covered transaction for purposes of 49 C.F.R. Part 29. As such, the Contractor is required to verify that none of the Contractor’s principals, as defined at 49 C.F.R. § 29.995, or affiliates, as defined at 49 C.F.R. § 29.905, are excluded or disqualified as defined at 49 C.F.R. §§ 29.940 and 29.945.

B. The Contractor is required to comply with 49 C.F.R. § 29, Subpart C and must include the requirement to comply with 49 C.F.R. § 29, Subpart C in any lower tier covered transaction it enters into.

C. The Contractor must sign and submit the Debarment and Suspension Certification, included herein as Exhibit D. The certification in this Clause is a material representation of fact relied upon by METRO. If it is later determined that the bidder knowingly rendered an erroneous certification, in addition to remedies available to METRO, the federal government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder agrees to comply with the requirements of 49 C.F.R. § 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder further agrees to include a provision requiring such compliance in its lower tier covered transactions.

DIRECTIONS FOR SUBMITTING BIDS: Bids shall be submitted by delivery or mail in a sealed envelope to the location shown above and on the cover page of this Solicitation, and clearly marked as indicated. Bids not identified as instructed may result in the premature opening of, or failure to open a bid. METRO must receive a bid no later than the time and date indicated in the Paragraph above. Electronic, facsimile (fax) or emailed bids are not authorized.

DISCOUNTS: No discounts for prompt payment will be considered in the evaluation of bids.

DISPUTES: Resolution of any dispute between METRO and the Contractor after award of the Contract can be resolved by using a METRO Contract Disputes Appeals Committee consisting of three METRO individuals (not associated with the Contract) to hear the dispute and make a recommendation to the President & Chief Executive Officer. The full text of the dispute resolution method is contained in METRO's Procurement Manual and a copy is available upon request from the Contract Administrator identified above.

EXPLANATION TO BIDDER/AMENDMENTS: Any explanation desired by a bidder regarding the meaning or interpretation of this Solicitation must be requested in writing and received by METRO via the METRO EUNA (Bonfire) (https://www.ridemetro.org/procurement) no later than 4:00 p.m., on Thursday, July 31, 2025. METRO’s response will be issued as an amendment and will be furnished to all prospective bidders. METRO may also issue amendments when a solicitation is changed.

The bidder must acknowledge receipt of every amendment issued by METRO in the space provided on the amendment form itself and submit a signed copy of all amendments with the bid, or send a letter of amendment acknowledgement to be received by METRO before the time set for opening of bids. Oral explanations or instructions given before the award of the contract will not be binding.

LATE BIDS, MODIFICATION OR WITHDRAWAL OF BIDS: Any bid or modification of bid received at the METRO office designated in the Invitation for Bids after the exact time specified for receipt will not be considered for award of a contract. Late bids received will be retained unopened and filed with unsuccessful bids in the official contract file.

OTHER BIDDING INFORMATION: This Solicitation is issued in accordance with METRO's Competitive Bidding Procedures. Any question(s)/issue(s) which may arise not specifically addressed herein will be decided and resolved in accordance with these METRO procedures.

PREPARATION OF BID: A bid shall be signed and submitted on the forms furnished, or copies containing all terms and conditions thereof.

Bids received without an original signature or without acknowledgement of receipt of all amendments may be rejected as non-responsive.

PROHIBITION ON LOBBYING: No bidder shall, directly or indirectly, engage in any conduct (other than the submission of the bid or other prescribed submissions and/or presentations before the Evaluation or Selection Committees) to influence any employee of METRO or any member of the Metropolitan Transit Authority Board of Directors concerning the award of a contract as a result of this solicitation. Violation of this prohibition may result in disqualification of the bidder from further participation in the solicitation for the services or goods sought herein or from participation in future METRO solicitations or contracts. The communication blackout period shall commence from the issue of a solicitation through contract award. The Contract Administrator is the only METRO representative authorized to communicate with firms or their representatives during the blackout period.

PROTESTS: A complete copy of the protest procedures can be obtained by submitting a written request to the Contract Administrator for this solicitation. Each protest or objection to the solicitation documents shall be submitted for resolution to the Chief Procurement Officer.

Each such protest shall be in writing and shall be supported by sufficient information as set forth in Chapter 12 of METRO's Procurement Manual to enable the protest to be considered. A protest or objection based upon restrictive specifications, alleged improprieties, terms, conditions or form of a proposed procurement action prior to bid opening, shall be submitted so that it is received by METRO no later than five (5) calendar days prior to the specified bid opening date. A protest concerning award decisions, including bid evaluations, shall be submitted so that it is received within five (5) calendar days after the interested party knows, or through exercise of reasonable diligence should have known, whichever is earlier, of the grounds for the protest, following bid opening. The protester must exhaust its administrative remedies by pursuing METRO’s protest procedures to completion prior to appealing METRO’s decision to the Federal Transportation Administration (FTA).

https://www.ridemetro.org/about/business-to-business#:~:text=Open%20external%20link)-,Open%20Procurements,-METRO%20is%20committed v

PUBLIC NOTICE OF SOLICITATION RESULTS: The anticipated METRO Board meeting month for approval of a contract resulting from this solicitation will be forthcoming. It is the responsibility of the bidder to check METRO’s website for notices on the specific dates for METRO Board meetings. All bidders of this solicitation and METRO hereby agree that this provision shall serve as the minimum required action by the bidder toward exercising due diligence in obtaining the results of this solicitation. The requirement of approval by the METRO Board of Directors for any particular solicitation is dependent upon several factors.

However, all bidders shall be required to check the METRO web site regarding whether or not the solicitation associated with their bid requires approval by the METRO Board of Directors. All persons and/or entities responding to this solicitation hereby acknowledge the public notice of solicitation results enumerated in this Paragraph. METRO Board meeting notices are posted on METRO’s website at: https://www.ridemetro.org/Pages/BoardMeetingsAndNotices.aspx https://www.ridemetro.org/Pages/BoardMeetingsAndNotices.aspx vi

REGISTRATION ON PROCUREMENT WEBSITE: All bidders/proposers MUST register on METRO's procurement website at https://webapps.ridemetro.org/procurement/ to ensure that they receive the latest solicitations and updates via their registered e-mail address.

RESPONSIBLE BIDDER DETERMINATION: Responsible bidders at a minimum must:

a) Have financial resources adequate to perform the Contract, or ability to obtain such resources as required during the performance of the Contract;

b) Be able to comply with the required or proposed delivery or performance schedule, taking into consideration all existing business commitments;

c) Have a satisfactory record of current and/or past performance;

d) Have necessary technical and management capability to perform;

e) Have a satisfactory record of business integrity and ethics;

f) If applicable, have a satisfactory record, as a Contractor, of achieving Small Business Contract Goals in past METRO projects, as well as providing evidence satisfactory to METRO that the bidder will comply with Small Business Program requirements and Small Business goals contained herein;

g) Certify that it is not on the U.S. General Services Administration's ‘Lists of Parties Excluded from Federal Procurement or Non-procurement Programs.’ Signing and submitting the bid is so certifying;

h) Be qualified as an established firm regularly engaged in the type of business to provide the items/work required by this Solicitation;

and,

i) Be otherwise qualified and eligible to receive an award under applicable laws and regulations.

A bidder may be requested to submit written evidence verifying that they meet the minimum criteria necessary to be determined as responsible bidder. Refusal to provide requested information will result in the bidder being declared non-responsive, and the bid will be rejected.

SMALL BUSINESS PARTICIPATION GOAL: METRO has adopted a Small Business Enterprise Program to encourage the participation of Small Business enterprises in contracting activities through race-gender neutral means. METRO sets Small Business Participation goals on its contracts. Small Business Participation goals can be satisfied by METRO-certified Small Businesses (SBE), federally-certified Disadvantaged Business Enterprises (DBE), or a combination of both. All references to Small Businesses in this document include Disadvantaged Business Enterprises. Copies of METRO’s Small Business and Disadvantaged Business Enterprise Programs can be obtained upon request.

The link to the METRO SBE directory is https://ridemetro.sbdbe.com/ The link to the Texas Unified Certification Program (TUCP) DBE directory is https://txdot.txdotcms.com/.

This solicitation has a NA % Small Business Participation goal.

BIDDERS WHO FAIL TO COMMIT TO THE SMALL BUSINESS CONTRACT GOAL WILL BE DEEMED NONRESPONSIVE AND NO

FURTHER CONSIDERATION WILL BE GIVEN TO THEIR BID.

METRO ENCOURAGES SMALL BUSINESS PARTICIPATION EVEN IF NO SMALL BUSINESS CONTRACT GOAL HAS BEEN

ESTABLISHED.

METRO encourages Contractors to use financial institutions owned and controlled by socially and economically disadvantaged individuals. A listing of such institutions may be found at https://www.fdic.gov/regulations/resources/minority/mdi.html.

Veteran and Disability-Owned Business Enterprise Programs: METRO has also adopted a Veteran-Owned Business Enterprise (VOBE) Program and a Disability-Owned Business Enterprise (DOBE) Program and encourages the participation of veteran and disability owned firms. Copies of METRO’s VOBE and DOBE programs can be found at www.ridemetro.org.

TAXES: METRO is exempt from payment of Federal Excise and Transportation Tax and the Texas Limited Sales, Excise and Use Tax.

The Contractor’s invoice(s) shall not contain assessments of any of these taxes.

2 ID FORMS SUBMISSION CHECKLIST

Insert requested information and sign and date where indicated.

SUBMIT WITH COMPLETED BID

□ ‘Bid and Award’ form Section II, Article 1

□ ‘Bid/Contract Amount, Items and Prices’ form Section II, Article 2

□ ‘Certification of Restrictions on Lobbying’ form Section X, Exhibit C

□ ‘Debarment and Suspension Certification’ form Section X, Exhibit D

□ SIGNED copy of all Amendments issued (if any) to acknowledge receipt https://webapps.ridemetro.org/procurement/ https://ridemetro.sbdbe.com/ https://txdot.txdotcms.com/ https://www.fdic.gov/regulations/resources/minority/mdi.html http://www.ridemetro.org/ vii

SUBMIT ONLY IF APPLICABLE

Evidence of attainment of proper license or permit, if special licensing or permitting is required by federal, state or local law or ordinance.

METRO SBE Program Checklist (Applicable Only for Solicitations with a SB Goal)

The following SBE Program items are MANDATORY TO BE DEEMED RESPONSIVE to this solicitation, which has a Small Business

Participation goal. Bidders/Proposers that fail to meet these requirements, will be deemed non-responsive and no further consideration will be given to their bid/proposal.

☐ All certified and non-certified primes must self-perform a minimum of thirty percent (30%) of the contract value, regardless of the Small

Business Participation goal percentage.

☐ A certified or non-certified prime cannot self-perform 100% of their bid/proposal value.

☐ All certified and non-certified primes must, at a minimum, meet the small business participation goal percentage. (A certified prime’s participation counts towards the SB goal percentage.)

☐ All certified and non-certified primes must subcontract, at a minimum, the Small Business Participation goal percentage.

☐ ALL CERTIFIED PRIMES must subcontract, at a minimum, fifty percent (50%) of the Small Business Participation goal to one or more certified firms.

Special Notes:

1. For a firm’s participation (prime/subcontractor/supplier) to be counted towards the Small Business Participation goal percentage, the firm must be certified as a METRO certified Small Business Enterprise (SBE), a Disadvantaged Business

Enterprise (DBE) and/or an SBA (8a).

2. The METRO SBE program does not accept a Good Faith Effort (GFE) response to its solicitations. All bidders/proposers must list each certified and non-certified firm on the Contractor Utilization Plan (CUP) form that it plans to utilize to satisfy the requirements of the scope of work

SECTION II - FORMS FOR BIDDING/AWARD

1 BID AND AWARD FORM

METROPOLITAN TRANSIT AUTHORITY OF HARRIS COUNTY TEXAS

INVITATION FOR BIDS

For: Vinyl Printable Materials

OFFER (To be completed by Bidder)

In compliance with the above-referenced Invitation for Bids, the undersigned agrees, if this offer is accepted within ninety (90) calendar days from receipt of bids, to furnish any or all items listed in Section II, ‘Bid/Contract Amount, Items and Prices,’ upon which prices are offered. The undersigned further agrees to deliver at the designated delivery point and within the time specified in Section III, and in accordance with the Contract documents.

This solicitation consists of Sections I through X. The resulting contract will consist of this form and Sections II through X.

By signing this bid, the bidder/contractor represents the following: (1) the business/company contracting with METRO is in good standing with the state of Texas; (2) the business/company is authorized to transact business in the state of Texas; and (3) the business/company does not have any outstanding debts (including, but not limited to, tax liens) that affect Contractor’s ability to transact business in the state of Texas. If requested by METRO, the bidder/contractor shall provide METRO proof to support the above representations.

DISPUTE RESOLUTION PROCESS: SMALL BUSINESS PROGRAM (SBP): DISCOUNT FOR PROMPT PAYMENT:

METRO Contract Disputes Appeal Committee ____ % SB Participation Goal ____% 10 DAYS ___% __ DAYS

OFFEROR COMPANY NAME AND ADDRESS: SIGNATURE OF OFFEROR:

____________________________________ By: __________________________________________

____________________________________ (MUST BE SIGNED BY AUTHORIZED PERSON)

____________________________________ NAME: __________________________________________

EMAIL: _____________________________ TITLE: __________________________________________

PHONE: ( ) ____________ FAX NO.: ( ) ___________ DATE: __________________________________________

ACCEPTANCE AND AWARD (To be completed and signed by METRO)

METRO and the Contractor have executed this Contract and it shall be effective on the ____day of ____, 20___.

SUBMIT INVOICES TO:

Sr. Director of Accounting/Controller

METROPOLITAN TRANSIT AUTHORITY

1900 Main St. 5th Floor (77022) P.O. Box 61429 Houston, Texas 77208-1429 Accounts.Payable-Invoices@ridemetro.org

METROPOLITAN TRANSIT AUTHORITY OF HARRIS COUNTY

Executed for and on behalf of the Metropolitan Transit Authority pursuant to Resolution No. __________ of the Board of Directors on the _____ day of _____________, 20__, and on file in the office of the Assistant Secretary of the Authority.

CONTRACT NO.: _______________________________

ITEM NO. AWARDED: __________________________

AWARD AMOUNT: _____________________________

BUDGET NO.:_________________________________

PROJECT MANAGER: __________________________

APPROVED BY:

NAME: __________________________________________

Michael Kyme TITLE: Chief Procurement Officer

NAME: __________________________________________

George Fotinos TITLE: Chief Financial Officer

APPROVED AS TO FORM:

NAME: ______________________________________

April Greenhouse TITLE: Deputy General Counsel

ATTEST:

TITLE: Assistant Secretary

2 BID/CONTRACT AMOUNT, ITEMS AND PRICES

The Bidder/Contractor shall bid on all listed items. The Bidder/Contractor shall furnish all resources necessary to supply and deliver (FOB Destination) printable vinyl materials at the bid price(s) below:

The bid must be submitted in accordance with Section 1 of this IFB.

All bid responses to this solicitation must be submitted electronically through METRO’s EUNA (Bonfire) hub at:

https://ridemetro.bonfirehub.com. There is no cost to Contractors to register to submit bids on METRO’s EUNA (Bonfire) hub.

Both the EUNA (Bonfire) and hardcopy bid MUST be received by the deadline specified herein.

Complete and submit a printed copy of the Pricing Spreadsheet posted in EUNA (Bonfire).

NOTE: Bidders shall provide pricing for all items listed in the Schedule of Items and Prices. Any bidders not offering a bid price for all items shall be deemed non-responsive to the entire solicitation.

https://ridemetro.bonfirehub.com/

SECTION III - DELIVERIES OR PERFORMANCE ARTICLES

1 DEFINITIONS

A. ‘METRO’ shall mean Metropolitan Transit Authority of Harris County, Texas.

B. The term ‘President & Chief Executive Officer’ means the President & Chief Executive Officer of the Metropolitan Transit Authority and the term ‘the duly authorized representative’ means any person specifically authorized to act for the President & Chief Executive Officer. These representatives are authorized to obligate METRO by executing this Contract, and any modification thereto.

C. The term ‘Contracting Officer’ means the Contract Administrator who has been designated the responsibility, by the METRO Chief Procurement Officer, for overall administration of the contract, including the execution of contract modifications.

D. The term ‘METRO Project Manager’ means the technical representative who has been designated to act on behalf of METRO in monitoring and assessing the Contractor’s services and/or technical performance and progress; inspecting and periodically reporting on such performance and progress during the stated period of performance, and finally certifying as to the acceptability of the contract Work in its entirety or any portion thereof, as required by the contract documents.

E. The term ‘Contract Disputes Appeals Committee’ means the METRO administrative body designated by the President & Chief Executive Officer to hear a Contractor's appeal submitted under the ‘Disputes’ Article of this Contract.

F. The term ‘Work’ means all construction, labor, materials, equipment, and contractual requirements as specified, or indicated in the Contract documents, including all alterations, amendments, or extensions thereto made by authorized changes.

G. The term ‘Contractor’ shall mean the individual, partnership, corporation, organization, or association contracting with METRO to furnish all materials, goods and work defined herein. As may be used herein, the terms ‘Contractor and ‘Consultant’ are synonymous.

H. The term ‘subcontract’ means any agreement including purchase orders (other than one involving an employer employee relationship) entered into between the Contractor and a subcontractor calling for services, labor, equipment, and/or materials required for Contract performance, including any modifications thereto.

I. The terms ‘subcontractor’ and ‘subcontractor and supplier’ mean any individual, partnership, firm, corporation or joint venture that contracts with the Contractor to furnish services, labor, equipment and/or materials under this Contract. As used herein, the terms ‘subcontractor’ and ‘subcontractor and supplier’ are synonymous.

2 CONTRACT PERIOD

The overall performance period for this Contract shall be for a period of six (6) weeks, from the effective date of the Contract, unless otherwise extended or terminated by METRO in accordance with the terms and conditions of this Contract.

3 DELIVERY REQUIREMENTS

A. The item(s) shall be delivered within thirty (30) days of the effective date of the Contract to the following F.O.B. destination point:

METROPOLITAN TRANSIT AUTHORITY

Field Service Center 1215 Labco St.

Houston, Texas 77029 Telephone No.: (713) 374-5954

B. Deliveries may be made between the hours of 7:00 a.m. and 2:00 p.m., Monday through Friday except on holidays observed by

METRO.

4 TEXAS ETHICS COMMISSION (TEC) ELECTRONIC FILING

In the event this Contract requires the approval of METRO’s Board of Directors, the Contractor shall submit to METRO, after notification that METRO’s Board has authorized the Contract and prior to final execution of the Contract, a completed, signed and notarized Form 1295 generated by the Texas Ethics Commission's (the TEC) electronic filing application in accordance with the provisions of Section

2252.908 of the Texas Government Code and the rules promulgated by the TEC (a Form 1295). The Contractor hereby confirms and agrees to subm i t such forms with the TEC through its electronic filing application at: https://www.ethics.state.tx.us/filinginfo/1295/ https://gcc02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.ethics.state.tx.us%2Ffilinginfo%2F1295%2F&data=05%7C01%7CAna.Cortez%40ridemetro.org%7C59c2015827b2401bb7b808daad6bd13e%7C42943d88615547eaabaa7f5951e7c4f1%7C0%7C0%7C638012975846353621%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=9jY6vrzmysZc6W7%2Br%2FvUPXWJRx%2BySGsPBI%2Fu6TQvVZ4%3D&reserved=0

SECTION IV - INSPECTION AND ACCEPTANCE ARTICLES

1 INSPECTION

All materials and goods furnished and work performed pursuant to this Contract are subject to inspection by METRO prior to acceptance and or payment by METRO. At METRO's request, the Contractor shall permit a representative of METRO to make inspection of said materials, goods, and work during the manufacturing process. However, such an inspection shall in no way serve as a waiver of or an estoppel to METRO's right to also inspect said materials, goods, and work after completion by the Contractor. All materials, goods or work which, in the opinion of METRO, fail to conform to the required specifications of METRO or are otherwise determined by METRO to be defective may, at the discretion of METRO, be rejected and promptly replaced by the Contractor at the Contractor's risk and expense or be refurbished or completed by METRO, the cost of said refurbishing or completion being deductible from any payments made, due or owing to the Contractor.

SECTION V - CONTRACT ADMINISTRATION DATA ARTICLES

1 COMPENSATION

A. The Contractor shall be compensated for the items ordered and accepted at the firm fixed unit prices as provided in the

‘Bid/Contract Amount, Items & Prices’ form in Section II, Article 2.

B. METRO's total obligation for the satisfactory performance of this Contract shall not exceed ____________________________ and __/100 Dollars ($____________.___), less any prompt payment discount earned or set forth in Paragraph C below.

C. Prompt payment discount(s): ___%. In connection with any discount offered for prompt payment, time shall be computed from the date of receipt of a properly prepared invoice by METRO or acceptance of all materials and goods furnished and work performed, whichever is later. For the purposes of computing the discount earned, payment shall be considered to have been made on the date that the payment is mailed or the date which an electronic funds transfer was made.

D. The Contract price is not subject to any adjustment should METRO not order the full quantity described as estimated.

2 NOTICES

All notices to either party by the other shall be delivered personally or sent by U.S. registered or certified mail, postage prepaid, addressed to such party at the following respective addresses for each:

Authority: Ada Hernandez

Contracting Officer

METROPOLITAN TRANSIT AUTHORITY OF HARRIS COUNTY, TEXAS

1900 Main St., 8th Floor Houston, Texas 77002

Contractor: _________________________________ and shall be deemed given on the date so delivered or so deposited in the mail, unless otherwise provided herein. Either party hereto may change the above address by sending written notice of such change of address to the other in the manner provided for above.

SECTION VI - INSURANCE ARTICLES

1 CONTRACTOR'S INSURANCE

NA

2 INDEMNIFICATION AGREEMENT

A. THE CONTRACTOR AGREES TO AND SHALL INDEMNIFY AND HOLD HARMLESS METRO, ITS DIRECTORS AND

EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS AND ATTORNEY’S FEES, FOR BODILY INJURY, SICKNESS, DISEASE OR DEATH OF ANY PERSON, OR FOR DAMAGES TO ANY PROPERTY, INCLUDING CONSEQUENTIAL DAMAGES OR LOSS OF USE THEREOF, BROUGHT OR RECOVERABLE BY THIRD PARTIES AGAINST METRO, ITS DIRECTORS AND/OR EMPLOYEES AND ARISING OUT OF OR RESULTING FROM ANY NEGLIGENT ACT OR OMISSION BY THE CONTRACTOR IN THE PERFORMANCE OF THIS CONTRACT. THE CONTRACTOR AGREES TO PROVIDE ACKNOWLEDGEMENT OF INDEMNIFICATION WITHIN TEN DAYS FROM

RECEIPT OF DEMAND FOR INDEMNIFICATION FROM METRO.

B. THE INDEMNITY PROVIDED FOR IN THIS ARTICLE SHALL HAVE NO APPLICATION TO ANY CLAIM, LOSS OR

DAMAGE, CAUSE OF ACTION, SUIT OR LIABILITY BROUGHT OR RECOVERABLE AGAINST METRO, ITS DIRECTORS AND/OR EMPLOYEES TO THE EXTENT THE INJURY, DEATH OR DAMAGE RESULTS SOLELY FROM A GROSS

NEGLIGENT ACT OR WILLFUL BEHAVIOR BY METRO.

SECTION VII - SMALL BUSINESS ENTERPRISE PROGRAM ARTICLES

The METRO Board of Directors have approved a Small Business Enterprise (SBE) Program that applies to all METRO contracts, whether Federal or non-Federal. Each contract will be reviewed for application of the policy and a subcontracting goal will be applied where applicable. METRO’s policy is to promote equal opportunity and non-discrimination in all of its procurement matters in accordance with State and Federal laws. The Program operates in a race and gender-neutral manner and is open to participation without regard to race, color, national origin, sex (including gender identity and sexual orientation), disability, or age. The Program will utilize procedures that promote inclusion and opportunity, while maintaining race and gender-neutral measures in their operations.

In regards to federally funded contracts, METRO has a Federal Transit Authority (FTA) approved Disadvantaged Business Enterprise (DBE) Program. This Program ensures that DBEs as defined in 49 C.F.R. Part 26 have an equal opportunity to receive and participate in Department of Transportation (DOT)-assisted contracts through race-neutral means. The DBE Program will be applied as applicable.

METRO’s Small Business Enterprise (SBE) Program and Disadvantaged Business Enterprise (DBE) Programs are available at https://www.ridemetro.org/Pages/SB-FormsTemplates.aspx

SECTION VIII - SPECIAL TERMS AND CONDITIONS ARTICLES

1 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR

METRO’s obligation for performance of this Contract is contingent upon availability of funds from which payment for contract purposes can be made. No liability on the part of METRO for any payment may arise under this Contract until funds are made available for performance and until the Contractor receives notice of availability, in writing, from the Contracting Officer. Any option exercised by METRO that will be performed in whole or in part in a subsequent fiscal year is subject to availability of funds in the subsequent fiscal year and is governed by the terms of this Article.

2 COMMERCIAL WARRANTY

In addition to any warranty, if any, specified in the Scope of Services, Exhibit A, incorporated by reference, the Contractor shall provide its standard warranty for services as described in the Scope of Services. Warranty shall apply for all materials, goods or work purchased under this Contract, warranted that they will be free from defects, will conform to all applicable specifications, and will be suited for the intended purpose of said materials, goods or work. Neither acceptance of, nor payment for said materials, goods or work shall constitute a waiver or modification of any of the warranties of the Contractor or the rights of METRO thereunder. Upon receipt of a written request by METRO the Contractor shall submit, within fourteen (14) calendar days, a copy of its standard commercial warranty for the item(s) purchased in this Contract.

3 INTER-LOCAL/COOPERATIVE PURCHASE

The Contractor agrees that any agreement inclusive of pricing resulting from this solicitation is extended to other public entities (e.g., state agency, local government, state of Texas educational institutions) authorized by state law to participate under cooperative procurement contracts or Inter-local Agreements with the following understandings:

A. Unless specifically stated otherwise, any volume of products or services stated in this Contract document reflects only products or services to be purchased by METRO and does not include potential purchases by other entities;

B. The Contractor shall establish a direct relationship with each entity concerning the placement of orders, issuance of the purchase order, contractual disputes, invoicing, payment and all other matters relating or referring to such entity’s access to the agreement;

C. Each entity is a financially separate entity and shall be solely responsible for the financial commitments of that entity;

D. METRO shall not be held liable for any costs, damages or other obligations incurred by any participating entity;

E. It is the entity’s decision whether or not to enter into an agreement with the Contractor; and

F. Any purchases made by an entity shall be in accordance with each entity’s purchasing policy and procedures.

4 MOST FAVORED CUSTOMER

The Contractor shall voluntarily provide METRO with the benefits of any more favorable terms it has or negotiates with any organization or facility whose circumstances and operations are substantially the same as those of METRO.

5 NEW MATERIAL

All supplies, components, materials and equipment to be furnished under this Contract shall be in new and unused condition.

6 PUBLIC INFORMATION ACT

A. Contractor acknowledges and agrees that all records, documents, drawings, plans, specifications and other materials relating to the Project, including materials submitted to METRO by Contractor, are subject to the provisions of the Public Information Act. To the extent that this Contract involves the exchange or creation of “public information” (as such term is defined by the Public Information Act) that METRO collects, assembles or maintains or has the right of access to, and is not otherwise excepted from disclosure under the Public Information Act, Contractor is required, at no additional charge to METRO, to make any such information available in PDF format, which is accessible by the public. If Contractor believes information or materials submitted to METRO constitute trade secrets, proprietary information or other information that is excepted from disclosure under the Public Information Act, Contractor shall be solely responsible for specifically and conspicuously designating that information by placing “CONFIDENTIAL” in the center header of each such page affected, as it determines to be appropriate.

Any specific proprietary information, trade secrets or confidential commercial and financial information shall be clearly identified as such, and shall be accompanied by a concise statement of reasons supporting the claim. Nothing contained in this Clause shall modify or amend requirements and obligations imposed on METRO by the Public Information Act or other applicable Law, and the provisions of the Public Information Act or other Laws shall control in the event of a conflict between the procedures described above and the applicable Law. Contractor is advised to contact legal counsel concerning such Law and its application to Contractor.

B. [Pursuant to Tex. Gov’t Code § 552.372(a), if the Contract is for goods or services and has a stated expenditure of $1 million in public funds or results in the expenditure of $1 million in public funds in a fiscal year, it should include the following provisions:]

1. In addition to the foregoing, Contractor shall:

a) Preserve all contracting information related to the Contract as provided by the records retention requirements applicable to METRO for the duration of the Contract;

b) Promptly provide METRO any contracting information related to the Contract that is in Contractor’s custody or possession at METRO’s request; and

c) On completion of the Contract either (i) provide to METRO at no cost all contracting information related to the Contract that is in METRO’s possession or (ii) preserve the contracting information related to the Contract as provided by the records retention requirements applicable to METRO.

2. Contractor acknowledges that the requirements of Subchapter J, Chapter 552, Government Code, may apply to this

Contract and agrees that the Contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter.

SECTION IX - GENERAL TERMS AND CONDITIONS ARTICLES

1 ACCEPTANCE

Award of this Contract by METRO constitutes a binding contract subject to the terms and conditions set forth herein.

2 ACCESS REQUIREMENTS FOR INDIVIDUALS WITH DISABILITIES

The Contractor agrees to comply with, and assures that any subcontractor or any other third-party Contractor under this Contract complies with, all applicable requirements regarding Access for Individuals with Disabilities contained in the Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. § 12101 et seq.; Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794; 49 U.S.C. § 5301(d); and any other applicable federal regulations, including any amendments thereto.

Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 C.F.R. Part 247.

3 ACCESS TO RECORDS

A. The Contractor agrees to provide METRO, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor that are directly pertinent to this Contract for the purposes of making audits, examinations, excerpts and transcriptions. The Contractor also agrees, pursuant to 49 C.F.R. § 633.17, to provide the FTA Administrator or his authorized representatives including any Project Management Oversight Contractor (PMOC) access to the Contractor’s records and construction sites pertaining to a major capital project, defined at 49 U.S.C. § 5302(a)1, that is receiving federal financial assistance through the programs described at 49 U.S.C. §§ 5307, 5309 or 5311.

B. The Contractor agrees to provide METRO, the FTA Administrator or his authorized representatives, including any PMO

Contractor, access to the Contractor’s records and construction sites pertaining to a major capital project, defined at 49 U.S.C.

§ 5302(a)1, that is receiving federal financial assistance through the programs described at 49 U.S.C. §§ 5307, 5309 or 5311.

By definition, a major capital project excludes contracts of less than the simplified acquisition threshold currently set at $100,000.

C. Where METRO enters into a contract for a capital project or improvement (defined at 49 U.S.C. § 5302(a)1) through other than competitive bidding, the Contractor shall make available records related to the contract to METRO, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection.

D. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.

E. The Contractor agrees to maintain all books, records, accounts and reports required under this Contract for a period of not less than three (3) years after the date of termination or expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case the Contractor agrees to maintain same until METRO, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 C.F.R. § 18.39(i)(11).

F. The FTA does not require the inclusion of these requirements in subcontracts.

4 ASSIGNMENT

The rights and obligation of the Contractor under this Contract may not be transferred, assigned, subcontracted, mortgaged, pledged, or otherwise disposed of or encumbered in any way without METRO's prior written consent.

5 CHANGES

A. The President & Chief Executive Officer or the duly authorized representative may, at any time, without notice to the sureties, if any, by written order designated or indicated to be a change order, make changes within the general scope of the contract, including any one or more of the following:

1. Specifications or Description of services to be performed;

2. Time of performance (i.e., hours of day, days of the week, etc.); or

3. Place of performance of the services.

B. If any such change causes an increase or decrease in the cost of, or the time required for, performance of any part of this

Contract, whether or not changed by the order, the President & Chief Executive Officer or the duly authorized representative shall make an equitable adjustment in the Contract price, the time of performance, or both, and shall modify the Contract.

C. The Contractor must submit any ‘proposal for adjustment’ under this Article within thirty (30) calendar days from the date of receipt of the written order. However, if the President & Chief Executive Officer or the duly authorized representative decides that the facts so justify, the President & Chief Executive Officer or the duly authorized representative may receive and act upon a proposal submitted before final payment of the Contract.

D. Failure to agree to any adjustment shall be a dispute under the ‘Disputes’ Article of this Contract. However, nothing in this Article shall excuse the Contractor from proceeding with the Contract as changed.

E. Except for those changes properly authorized and executed as provided in this Article, the Contractor shall notify the Contracting

Officer in writing promptly within fifteen (15) calendar days from the date that the Contractor identifies any METRO conduct (including actions, inactions and written or oral communications) that the Contractor regards as a change to the Contract terms and conditions. This notification shall contain all information available to the Contractor regarding the change. Contractor’s failure to provide notification as required herein may jeopardize being compensated for the change if in fact a change has been made.

F. The parties agree that the terms and conditions of this Contract may only be modified and/or amended by mutual agreement between the parties. Said mutually agreed upon amendment and/or modification shall be written and executed by both parties prior to becoming effective.

6 CONTRACT ORDER OF PRECEDENCE

In the event of an inconsistency between provisions of this Contract, the inconsistency shall be resolved by giving precedence in the following order:

1. Contract Modifications, if any;

2. Contract Articles;

3. Scope of Services;

4. Technical Specifications; and

5. Drawings

7 CONTRACTOR NON-DISCRIMINATION

The Contractor or subcontractor(s) shall not discriminate on the basis of race, color, national origin, sex (including gender identity and sexual orientation), disability, or age in the performance of this Contract. The Contractor shall carry out applicable requirements of 49 C.F.R. Part 26 in the award and administration of DOT-assisted contracts.