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METROPOLITAN TRANSIT AUTHORITY OF HARRIS COUNTY, TX (METRO)

INVITATION FOR BIDS (IFB)

FOR

PURCHASE AND DELIVERY OF ULTRA-LOW SULFUR DIESEL

METRO IFB NO. 2026000003

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% SMALL BUSINESS GOAL N/A%

IMPORTANT – Notice to Bidder

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

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

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

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

Procurement Division 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.

IFB No. 2026000003 ii

TABLE OF CONTENTS

SECTION I - BIDDING REQUIREMENTS AND INSTRUCTIONS ............................................................................................................ iii 1 INVITATION FOR BIDS SUMMARY ............................................................................................................................................iii 2 BIDDER’S QUESTIONNAIRE .....................................................................................................................................................vii 3 FORMS – SUBMITTAL REQUIREMENTS CHECKLIST ............................................................................................................. x

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 ITEMS PURCHASED

2 CONTRACT PERIOD

3 TEXAS ETHICS COMMISSION (TEC) ELECTRONIC FILING

SECTION IV - INSPECTION AND ACCEPTANCE ARTICLES

1 INSPECTION

Not ApplicableSECTION V - CONTRACT ADMINISTRATION DATA ARTICLES

1 COMPENSATION

2 INVOICING AND PAYMENT

3 NOTICES

SECTION VI - INSURANCE ARTICLES

SECTION VII - SPECIAL TERMS AND CONDITIONS ARTICLES

1 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR

2 CONFIDENTIALITY AND NONDISCLOSURE

3 INTER-LOCAL/COOPERATIVE PURCHASE

4 EMERBENCY FUEL

5 PUBLIC INFORMATION ACT

SECTION VIII - GENERAL TERMS AND CONDITIONS ARTICLES

1 DEFINITIONS

2 ACCEPTANCE

3 AMENDMENTS AND/OR MODIFICATIONS

4 ASSIGNMENT

5 CHANGES

6 DISPUTES

7 DISSEMINATION OF CONTRACT INFORMATION

8 EQUAL EMPLOYMENT OPPORTUNITY

9 EQUAL OPPORTUNITY FOR VEVRAA PROTECTED VETERANS3

10 ETHICAL CONDUCT

11 FORCE MAJEURE

12 INTERPRETATION, JURISDICTION AND VENUE

13 METRO DELAY OF WORK

14 PAYMENTS AND DISCOUNTS

15 PROHIBITED INTEREST

16 TERMINATION FOR CONVENIENCE OF METRO

17 TERMINATION FOR DEFAULT

18 TITLE AND RISK OF LOSS

19 FIREARM ENTITY AND TRADE ASSOCIATION DISCRIMINATION CERTIFICATION AND PROHIBITION

20 ISRAEL BOYCOTT CERTIFICATION AND PROHIBITION

21 ENERGY COMPANY BOYCOTT CERTIFICATION AND PROHIBITION

22 COVID-19 VACCINE PASSPORT PROHIBITION

23 ENTIRE AGREEMENT

1 GENERAL FACTS

EXHIBIT DIESEL SPECIFICATION SECTION IX - EXHIBITS

1 4.1 EXHIBIT “A’ SPECIFICATION FOR USLD

2 4.2 EXHIBIT “B’ WEEKLY ORDER REQUEST FORM (SAMPLE)

3 4.3 EXHIBIT “C’: CONTRACTOR'S RELEASE

4 4.4 EXHIBIT “D’ CERTIFICATION OF RESTRICTIONS ON LOBBYING

5 4.5 EXHIBIT ‘E’ CODE OF ETHICS OF THE METROPOLITAN TRANSIT AUTHORITY

5 4.6 EXHIBIT “F’ DEBARMENT AND SUSPENSION FORM

6 4.7 EXHIBIT “G’ METRO LOCATIONS

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SECTION I - BIDDING REQUIREMENTS AND INSTRUCTIONS

1 INVITATION FOR BIDS SUMMARY

IFB NO.: 2026000003 IFB ISSUE DATE: May 11, 2026

PROJECT NAME: Purchase and Delivery of Ultra-Low Sulfur Diesel for METRO and the City of Houston.

ISSUED BY: Metropolitan Transit Authority of Harris County (METRO) Website: 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) 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: Kenny Chin Sr. Contract Administrator Procurement Services

1900 Main Street, 8th Floor Houston, Texas 77002 Email: kenny.chin@ridemetro.org Phone: (713) 739-4860

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) at https://www.ridemetro.org/procurement and MUST be received by 2:00 p.m. Central Standard Time (CST) on Wednesday, June 17, 2026. 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. 2026000003 to the METRO Procurement Office 8 th 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.’

A PRE-BID BRIEFING will be held at 10 a.m. (CST) on Tuesday, May 26, 2026. (See access information below.) In-person participation is not offered for this briefing.

Microsoft Teams meeting Join: Join Microsoft Teams Meeting Meeting ID: 214 846 540 247 049 Passcode: Ut3e4D44

BID OPENING: Bids will be opened publicly and read aloud at 10 a.m. CST on Thursday, June 18, 2026. 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/Pages/BoardMeetingsAndNotices.aspx

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), if awarded, 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 award multiple contracts if in METRO’s best interest.

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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/Pages/ConflictsDisclosure.aspx.

DEBARMENT AND SUSPENSION: The bidder certifies, by submission of the bid, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. Where the bidder is unable to certify to any of the statements in this certification, the bidder shall attach an explanation to the bid it submits to METRO.

By signing this bid, the 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 the Contractor’s ability to transact business in the state of Texas. If requested by METRO, the Contractor shall provide METRO proof to support the above representations.

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. Envelopes containing bids and other bid documents shall be sealed and clearly marked with the Invitation for Bids Number, bid due date and time, and the bidder's company name and address. Electronic, facsimile (fax) or emailed bids are not authorized. With the exception of the Bid Award Form, METRO requests that bids be printed double-sided on recycled paper that contains a minimum post-consumer content of 30% or higher on tree-free paper (i.e., paper made from raw materials other than trees, such as kenaf.)

AUDITED FINANCIALS: Two (2) years of audited financials are required for this solicitation. These will be returned to each bidder/proposer after they have been reviewed by Finance. Please stamp confidential for these financials. Should be in sealed envelope also. These will be returned to each bidder/proposer once they have been reviewed. In lieu of Audited Financials, METRO will accept tax returns for the previous two years for the company.

PROCUREMENT SCHEDULE

METRO anticipates carrying out the procurement process in accordance with the schedule set forth in the table below. All times are in the central time zone, times unless otherwise indicated. The schedule is subject to modification at the sole discretion of METRO.

Proposers will be notified of any change to the schedule by an amendment to this IFB.

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

DISPUTES: Refer to Section VIII, Article 6, Disputes.

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 by Tuesday, June 2, 2026. METRO’s response will be in the form of an amendment or clarification letter that will be furnished to all prospective bidders. METRO may also issue amendments when a

Procurement Activity Date

Time - Central

Standard (estimated)

IFB issued Monday, May 11, 2026 8:00

Pre-Bid Meeting Tuesday, May 26, 2026 10:00

Deadline for bidders to submit questions via METRO’s EUNA

(BONFIRE)

Tuesday, June 2, 2026 14:00

METRO’s deadline to respond to questions via METRO’s EUNA

(BONFIRE)

Tuesday, June 9, 2026 16:00

Bid Due Date Wednesday, June 17, 2026 14:00

Bid Opening Date Thursday, June 18, 2026 10:00

Contract Execution (estimated) Friday, August 14, 2026

Start Date of Contract Thursday, October 1, 2026

PROCUREMENT SCHEDULE

v solicitation is changed.

The bidder must acknowledge receipt of every amendment issued by METRO in one of three ways: 1) sign in the space provided on the ‘Bid and Award’ form in Section II of this Solicitation; 2) sign in the space provided on the actual Amendment form itself and submitting all with the bid; or 3) include a letter of amendment acknowledgement with the bid submission. 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 above after the exact time specified for receipt will not be accepted or considered for award of a contract.

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 or proposer shall, directly or indirectly, engage in any conduct (other than the submission of the bid, proposal 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 or proposer 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.

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

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

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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.

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2 BIDDER’S QUESTIONNAIRE

If the bidder is a joint venture, each joint venturer shall prepare and submit a separate form.

A. NAME OF BIDDER: __________________________

PRINCIPAL BUSINESS ADDRESS:

How long have you been doing business at your principal business address? _________

B. Are you an individual _____, a partnership _____, a corporation _____, or a joint venture _____? (Check as applicable), Incorporated in the State of _______________ Texas Taxpayer Number: _________________

If a partnership, list names and addresses of partners; if a corporation, list names of officers and directors and state of incorporation; if a joint venture, list names and addresses of venturers and, if any venturer is a corporation, partnership or joint venture, list the same information for each such corporation, partnership and joint venture.

C. How many years has your organization been in business as a Contractor under your present business name? _____ Years

D. How many years of experience has your organization had in construction work similar to that being required in this Invitation to Bid?

As a general Contractor? _____ Years As a subcontractor? _____ Years

E. How many people are currently employed by your firm?

In Texas __________ Outside Texas __________

F. Of the people employed, what are the job classifications involved and how many people are assigned to each classification?

JOB NO. OF JOB NO. OF

CLASSIFICATION EMPLOYEES CLASSIFICATION EMPLOYEES

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G. What is the total square footage of your company's facilities?

In Texas Out of Texas

Inside Plant Space: ____ sq. ft. ____ sq. ft.

Office Space: ____ sq. ft. ____ sq. ft.

Outside Plant Yard: ____ sq. ft. ____ sq. ft.

Parking Area: ____ sq. ft. ____ sq. ft.

H. List names of clients, other than individuals, including public bodies, for whom you have furnished the same or similar type service.

Reference which is your largest client for similar type of services.

NAME ADDRESS EMAIL TELEPHONE

I. Have you or your organization, or any officer or partner thereof, failed to complete a contract? Yes __ No __ If yes:

Provide details:

J. Is any litigation pending against your organization? Yes __ No __ If yes:

Provide details:

K. Attach Audited Financial (Previous two (2) years) or Previous Two (2) years tax returns for company.

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L. Name your principal financial institution for financial responsibility reference.

Name of Bank: ___________________________________________

Street Address: __________________________________________

City and State: ___________________________________________

Telephone: ______________________________________________

E-Mail: _________________________________________________

Officer Familiar with Bidder's Account: ________________________

M. State your firm's annual average receipts over the past three (3) fiscal years:

YEAR AVE. ANNUAL RECEIPTS

By signing below, 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 the bidder/contractor’s ability to transact business in the state of Texas. The bidder/contractor shall provide METRO proof to support the above representations.

The undersigned certifies that he/she is legally authorized by the bidder to make the statements and representations contained in this bid, and represents and warrants that the foregoing information is true and accurate to the best of his/her knowledge, and intends that the Metropolitan Transit Authority, Harris County, Texas, can rely thereon in evaluating this bid.

NAME: ____________________________________________ TITLE: ______________________________ Please Print

SIGNATURE: By: ___________________________________ DATE OF SIGNING: ___________________ x

3 FORMS – SUBMITTAL REQUIREMENTS CHECKLIST

Each Bidder must complete, sign and return the following forms/documents with the bid. Failure to submit these forms may render a bidder and the submitted bid as non-responsive.

Section II 1. ‘Bid and Award’ Form

2. ‘Bid/Contract Amount, Items and Prices’

3. Acknowledgement of all amendments issues, if any, per instructions in Section I above, EXPLANATION TO

BIDDER/AMENDMENTS

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SECTION II - FORMS FOR BIDDING/AWARD

1 BID AND AWARD FORM

METROPOLITAN TRANSIT AUTHORITY OF HARRIS COUNTY TEXAS - INVITATION FOR BIDS

For: Purchase of Ultra-Low Sulfur Diesel

In compliance with the above-referenced Invitation for Bids, the undersigned agrees, if this offer is accepted within one hundred twenty (120) 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.

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

By signing this bid, the bidder represents the following: (1) the business/company contracting with METRO is in good standing with the state of Texas; (2) the business 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 shall provide METRO proof to support the above representations.

DISCOUNT FOR PROMPT PAYMENT: ____% 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)

Contract No. ______________

METRO and the Contractor have executed this Contract and it shall be effective on the __ day of _______, 2026.

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 or the President and CEO Representative(s) on the _____ day of _____________, 20__, and on file in the office of the Assistant Secretary of the Authority.

APPROVED:

BY: ___________________________________

Name: Michael Kyme Title: Chief Procurement Officer __________________________________ Name: Kurt Luhrsen Title: Interim Department Executive Vice President

Name: George Fotinos Title: Chief Financial Officer

APPROVED AS TO FORM: ____________________________________

Name: Thomas Jasien Title: Interim President and Chief Executive Officer Name: April Greenhouse Title: Interim General Counsel

ATTEST:

Title: Assistant Secretary

2 BID/CONTRACT AMOUNT, ITEMS AND PRICES

The Bidder agrees to furnish all resources necessary to supply material at the bid price(s) below:

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

The bidder shall provide Ultra Low Sulfur Diesel from fuel racks located within 45 miles of any METRO facility listed in Section IX - Exhibits, List of METRO Facilities. Withdrawal of fuel will begin October 1, 2026, for 12-month requirements type contract. Yearly volume of fuel is estimated according to Section II, Estimated Volume. Fuel shall be available to be loaded to fuel trailers 24 hours a day, 7 days a week, 365 days a year. The wait time to load fuel at the rack shall not exceed 2 hours.

The bidder shall be a major fuel producer OR Wholesale Distributor of Major Fuel Producer, with prominent presence at the primary racks location from which fuel will be obtained. The Contractor shall provide METRO with a fixed primary rack position for the duration of the contract and be able to consistently provide the fuel volumes specified herein. The Contractor shall also have a backup rack location that must be able to supply fuel when the primary location is down more than 1 hour during a 24-hour period. (METRO will not award a contract to a Contractor that will require METRO to load fuel from different rack locations from day to day.

Resultant Contract pricing will be based on the corresponding PLATTS Price Index whichever is beneficial to METRO listed below for Item, plus the corresponding Fixed Differential Amount, plus the applicable State taxes and fuel delivery fees.

(A) Platts Index Price (AATGYOO) ULSD DIESEL

(B) BID FIXED DIFFERENTIAL AMOUNT per gallon shall include all applicable fees for all additives necessary for the fuel to meet the

Ultra Low Sulfur Diesel specifications of Exhibit “A”.

(C) Fuel Tax per gallon

(D) Delivery Fee per gallon shall include all applicable fees required for delivery.

Item No. 1 - Ultra Low Sulfur Diesel as specified in Exhibit “A”

PLATT’S PRICE INDEX: PLATT’S Marketscan U.S. Gulf Coast Ultra Low Sulfur Diesel Mean Daily Average (Pipeline) per gallon for the day prior to the day the fuel is lifted from the rack.

(A) PLATTS INDEX PRICE

ULSD DIESEL (AATGY00) 4.1138$

(B) DIFFERENTIAL FIXED

Plus or Minus +/- (4 digit) -$ (enter your differential)

(C) ESTIMATED TAX

FED LUST 0.001000$

FED OIL SPILL 0.002143$

TX SPECIAL FUEL 0.200000$

FED HAZ SUB SF 0.004286$

TOTAL TAX 0.207429$

(D) DELIVERY FEE

ULSD DIESEL DELIVERY FEE (PER GALLON) -$

TOTAL PPG

A+B+C+D = Price Per Gallon -$

(enter your delivery fee)

Estimated Gallon Usage FY 2026 FY 2027 TOTAL City of Houston 3,216,000 3,216,000 6,432,000

METRO 14,275,000 14,275,000 28,550,000

Total 17,491,000 17,491,000 34,982,000

These are estimated volumes and METRO shall not be held responsible if lesser volumes are purchased.

The estimated volume of fuel per gallon shall be plus (+) and minus (-) 20% of the following.

The Contractor shall also have a backup rack location that must be able to supply fuel when the primary location is down more than 1 hour during a 24-hour period.

Available to obtain and deliver fuel within 12 hours after name storm and or after the state of emergency METRO shall be able to withdraw a minimum of 200,000 gallons of diesel and unleaded fuel per week during hurricanes or similar emergencies over a 30-calendar-day period following the event. Should a United States Federal agency waive restrictions on different types of fuel during or following a hurricane or similar emergency, the Contractor shall be allowed to substitute a suitable alternative fuel if the Contractor has a shortage of the fuel specified for this contract. The fuel supplied for hurricane or similar emergencies shall be priced according to the Contract.

Emergency Fuel Plan as Backup Fuel in case of inclement weather

Note: This contract pricing herein is for METRO and the City of Houston (COH).

The COH will enter a separate contract with the vendor.

SECTION III - DELIVERIES OR PERFORMANCE ARTICLES

1 ITEMS PURCHASED

The quantities shown in Section II, Article 2, ‘Bid/Contract Items and Prices’ are estimates only and are not hereby purchased.

METRO shall only order from the Contractor the item(s) specified herein that are required by METRO.

2 CONTRACT PERIOD

The Contract term shall be for a period of one years with one-year option for renewal effective October 1, 2026,or until the Contract not-to-exceed amount is expended, whichever comes last, at which time the Contract shall be considered complete unless otherwise modified.

3 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/

SECTION IV - INSPECTION AND ACCEPTANCE ARTICLES

1 INSPECTION

Not Applicable

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 Section II, No. 2, ‘Bid/Award form ‘Bid/Contract Amount, Items & Prices.’

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 INVOICING AND PAYMENT

A. The Contractor shall submit an original invoice for payment to the address shown below for Ultra-Low Sulfur Diesel, which have been inspected and accepted by METRO:

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

3 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: Kenny Chin

Senior 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.

A. Payment terms are net 10 calendar days. Payment shall be considered to have been made on the date that an electronic funds transfer was made.

SECTION VI - INSURANCE ARTICLES

1. CONTRACTOR'S INSURANCE

A. The Contractor shall purchase and maintain in effect during the entire period of this contract, including any maintenance period thereof, insurance of the types and with minimum limits of liability as stated below. Such insurance shall protect Contractor from claims which may arise out of or result from Contractor's operations whether such operations are performed by Contractor or by any subcontractor or by anyone for whose acts any of them may be liable.

WORKERS' COMPENSATION INSURANCE providing Statutory Benefits in accordance with the Workers' Compensation Act of the State of Texas and/or any other State or Federal law as may be applicable to the work being performed under this contract.

EMPLOYER'S LIABILITY with limits of liability not less than:

$1,000,000 Each Accident $1,000,000 Each Employee for Disease $1,000,000 Policy Limit for Disease

Policy shall be endorsed with a waiver of subrogation recognizing the waiver of all rights of subrogation or recovery against METRO as stated in paragraph B. below.

BUSINESS AUTOMOBILE LIABILITY utilizing Insurance Services Office Form CA 00 01 or its substantial equivalent including liability coverage for all autos owned, rented, hired or borrowed by the Contractor, as well as liability coverage for mobile equipment subject to compulsory insurance or financial responsibility laws or other motor vehicle insurance laws with the following minimum limit:

$1,000,000 Any One Accident- Combined Single Limit

Policy shall be endorsed to name METRO as Additional Insureds as respects Contractor's operations in performance of this contract.

Policy shall be endorsed with a waiver of subrogation recognizing the waiver of all rights of subrogation or recovery against

METRO as stated in paragraph B. below.

Such insurance shall be primary and non-contributing with any other valid and collectible insurance or self-insurance available to METRO.

Policy shall be endorsed with the MCS-90 endorsement.

The following provisions apply with respect to all insurance coverages required above:

The insurance coverages required in this section shall not limit the Contractor’s liability or limit the indemnification provisions set forth herein.

If the Contractor maintains higher limit than the minimums shown above, METRO requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specific minimum limits of insurance and coverage shall be available to METRO.

The limits of liability as required above may be provided by a single policy of insurance or by a combination of primary, excess or umbrella policies. But in no event shall the total limits of liability available for any one occurrence or accident be less than the amount required above.

All policies of insurance presented as proof of compliance with the above requirements shall be on forms and with insurance companies approved by METRO. All such insurance policies shall be provided by insurance companies having Best's ratings of A- or greater and VI or greater (A-/VI) as shown in the most current issue of Best's Key Rating Guide. Policies of insurance issued by insurance companies not rated by Best's or having Best's ratings lower than A-VI will not be accepted as complying with the insurance requirements of the contract unless such insurance companies were approved in writing prior to award of contract.

B. Contractor agrees to waive all rights of subrogation or recovery against METRO arising out of any claims for injury(ies) or damages resulting from the work performed by or on behalf of Contractor under this agreement and/or the use of any METRO premises or equipment in the performance of this agreement.

C. Proof of compliance with these insurance requirements shall be furnished to METRO in the form of an original certificate of insurance including the endorsements mentioned in section A. above, or copies of the applicable policy language effecting required coverage signed by an authorized representative or agent of the insurance company(ies), within fourteen (14) days of notice of award of contract and before any work under this contract will be allowed to commence. Certificates will be unacceptable unless they clearly show that all of the above stipulated requirements have been met. Renewal or replacement certificates shall be furnished METRO not less than seven (7) days prior to the expiration or termination date of the applicable policy(ies). Otherwise, METRO may halt all work under this contract upon expiration or other termination of any required coverage, and work will not be allowed to resume until a satisfactory renewal certificate is received.

D. The Certificate Holder shall read as follows on the Certificate of Insurance:

Metropolitan Transit Authority of Harris County, TX (METRO) 1900 Main St Houston, TX 77002

E. Contractor shall require any and all subcontractors performing work under this contract to obtain and maintain the insurance coverage specified in this section. Such insurance shall be endorsed to name METRO and its directors, officers and employees as Additional Insured as respects to subcontractor's operations in performance of this contract. In addition, subcontractor and their respective insurers providing the required insurance coverage will waive all rights of subrogation or recovery against METRO providing such coverage shall be endorsed to recognize this required waiver of subrogation. The insurance limits may be provided through a combination of primary and excess policies, including the umbrella form of policy. In the event a subcontractor is unable to furnish insurance in the limits required under this contract, the Contractor shall endorse the subcontractor as an Additional Insured on its General Liability and Automobile Liability policies and provide METRO a certificate of insurance showing such coverage.

Such insurance will be primary and non-contributing with any other insurance and be in a form and from insurance companies reasonably acceptable to METRO.

Any request to deviate from the stipulated insurance limits required of subcontractor must be approved by METRO and will be based solely on the scope of work to be performed by the subcontractor. Contractor shall obtain and make available for inspection by METRO upon request current certificates of insurance evidencing insurance coverages carried by subcontractor.

2. INDEMNIFICATION AGREEMENT

A. 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 CONTRACTOR IN THE PERFORMANCE OF THIS CONTRACT. 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 - 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 CONFIDENTIALITY AND NONDISCLOSURE

A. The Contractor acknowledges that in rendering these services, METRO Confidential Information [will or may] be revealed to the

Contractor. ‘Confidential Information’ means non-public, sensitive or proprietary information disclosed before, on or after the effective date, by METRO to the Contractor or its employees, agents, officers, directors, or affiliates. Except as required by applicable federal, state or local law or regulation, Confidential Information does not include information that at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of this Contract, information from a lawful third-party source, and information that was already in the possession of the Contractor. The Contractor shall not use any such Confidential Information without METRO’s written permission. The Contractor shall not disclose METRO Confidential Information to any person or entity other than its representatives involved in this Contract.

B. If the Contractor knows or suspects any misuse or disclosure of METRO Confidential Information, the Contractor will immediately notify METRO and restrict the use and disclosure of such Confidential Information.

C. On METRO’s request, the Contractor shall promptly return or destroy all Confidential Information in its possession.

D. At any time during the term of this and for a period of three (3) years from the date of expiration of this Contract, at METRO’s request, the Contractor shall provide to METRO or its designated agents full access to the Contractor’s premises to inspect and audit the relevant books, records, physical and electronic controls to verify the Contractor’s compliance with the terms of this clause. Notwithstanding the above, any valid order of disclosure under the Texas Public Information Act shall be lawful if prompt written notice is given to METRO before disclosure. The Contractor understands that disclosure can lead to irreparable harm which injunctive relief alone may not be an adequate remedy. METRO reserves its right to all other remedies available at law.

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 EMERBENCY FUEL

METRO Only

The Contractor shall guarantee, subject to Section IX, Article 11 - Force Majeure, that METRO or it’s assignees (fuel transport carriers) will be able to withdraw a minimum of 200,000 gallons of Ultra Low Sulfur Diesel per week during hurricanes or similar emergencies over a 30 calendar day period following the event. Should a United States Federal agency waive restrictions on different types of fuel during or following a hurricane or similar emergency, the Contractor shall be allowed to substitute a suitable alternative fuel if the Contractor has a shortage of the fuel specified for this contract. The fuel supplied for hurricane or similar emergencies shall be priced according to the Contract.

City of Houston Only

Should the City of Houston decide to award a contract from this solicitation/resulting contracts the following would apply to their contract.

The Contractor shall guarantee, subject to Section IX, Article 11 - Force Majeure, that City of Houston or it’s assignees (fuel transport carriers) will be able to withdraw a minimum of 72,000 gallons per week of Ultra Low Sulfur Diesel during hurricanes or similar emergencies over a 30 calendar day period following the event. Should a United States Federal agency waive restrictions on different types of fuel during or following a hurricane or similar emergency, the Contractor shall be allowed to substitute a suitable alternative fuel if the Contractor has a shortage of the fuel specified for this contract. The fuel supplied for hurricane or similar emergencies shall be priced according to the Contract.

5 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.