1-RFP Risk Management Information System.pdf

RFP No. Doc1925792577 Contract No. ___________

METROPOLITAN TRANSIT AUTHORITY OF HARRIS COUNTY, TX (METRO)

REQUEST FOR PROPOSALS (RFP)

(Proposals for Technical Qualifications and Pricing to be Submitted Separately)

FOR

RISK MANAGEMENT INFORMATION SYSTEMS

METRO RFP NO. Doc1925792577

Proposer’s signature on Request for Proposals (Section II – Forms for Proposing/Award) constitutes acceptance of a contract that may result from this solicitation. Contract award/execution may be made by METRO without discussions or negotiations.

The Contract Administrator for this procurement is:

Diandra Singleton

Senior Contract Administrator Email: diandra.singleton@ridemetro.org

Office: (713) 652-8012 Mobile: (281) 631-5072

(No collect calls accepted)

IMPORTANT – Notice to Proposer

Proposals responding to this solicitation and all Proposer questions regarding this solicitation must be submitted electronically through METRO’s EUNA (Bonfire) at:

https://www.ridemetro.org/procurement There is no cost to Contractors to register to submit proposals on METRO’s EUNA (Bonfire)

Additionally, one (1) original hardcopy of the Proposal, labeled as indicated below, shall be delivered or mailed to the following address:

Metropolitan Transit Authority Upper Left Corner of Envelope Must Indicate:

Procurement Division Proposer/Contractor Name and Address 8th Floor 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.

METRO FUNDING 100% SMALL BUSINESS GOAL NA%

mailto:diandra.singleton@ridemetro.org https://www.ridemetro.org/about/business-to-business/procurement-opportunities#:%7E:text=Open%20external%20link)-,Open%20Procurements,-METRO%20is%20committed

TABLE OF CONTENTS

SECTION I - PROPOSING REQUIREMENTS AND INSTRUCTIONS ....................................................................................................... I

1. REQUEST FOR PROPOSALS ..................................................................................................................................................... i

2. GENERAL INFORMATION ..........................................................................................................................................................iii

3. INSTRUCTIONS TO PROPOSERS ............................................................................................................................................. v

4. PROPOSAL EVALUATION .......................................................................................................................................................... x

5. SMALL BUSINESS AND DISADVANTAGED BUSINESS ENTERPRISE PROGRAMS ........................................................... xiii

6. PROPOSAL SUBMITTAL REQUIREMENTS AND CHECKLIST .............................................................................................. xvii

7. RESERVATION OF RIGHTS .....................................................................................................................................................xix

8. PROPOSER’S QUESTIONNAIRE .............................................................................................................................................xxi

9. TECHNICAL PROPOSAL SUBMISSION PAGE ...................................................................................................................... xxvi

10. TECHNICAL PROPOSAL -- PRICING EXCLUDED ............................................................................................................... xxvii

SECTION II - FORMS FOR PROPOSING/AWARD

1. PRICING PROPOSAL SUBMISSION PAGE

2. OFFER/ACCEPTANCE/AWARD SIGNATURE PAGE

3. PROPOSAL/CONTRACT AMOUNT, ITEMS AND PRICES

4. KEY PERSONNEL FORM

SECTION III - DELIVERIES OR PERFORMANCE ARTICLES

1. DEFINITIONS

2. PERIOD OF PERFORMANCE

3. SERVICES TO BE PERFORMED

4. TEXAS ETHICS COMMISSION (TEC) ELECTRONIC FILING

SECTION IV - INSPECTION AND ACCEPTANCE ARTICLES

1. INSPECTION OF SERVICES

2. REMEDIES FOR NONCONFORMANCE

SECTION V - CONTRACT ADMINISTRATION DATA ARTICLES

1. COMPENSATION

2. INVOICING AND PAYMENT

3. ADMINISTRATIVE CONTROL OF CORRESPONDENCE

4. CONTRACTOR REPRESENTATIVE

5. NOTICES

SECTION VI - INSURANCE ARTICLES

1. CONTRACTOR'S INSURANCE

2. INDEMNIFICATION AGREEMENT

SECTION VII - SMALL BUSINESS PROGRAM ARTICLES FOR CONTRACTS WITH SMALL BUSINESS GOALS

SECTION VIII - SPECIAL TERMS AND CONDITIONS ARTICLES

1. AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR

2. REPRESENTATIONS AND WARRANTIES

3. COMMERCIAL WARRANTY

4. CONFIDENTIALITY AND NONDISCLOSURE

5. CONTRACTOR'S EMPLOYEES

6. HEALTH, SAFETY AND FIRST AID

7. INTER-LOCAL/COOPERATIVE PURCHASE

8. MOST FAVORED CUSTOMER

9. OWNERSHIP OF DELIVERABLES AND WORK PRODUCT

10. PUBLIC INFORMATION ACT

SECTION IX - GENERAL TERMS AND CONDITIONS ARTICLES

1. ACCESS REQUIREMENTS FOR INDIVIDUALS WITH DISABILITIES

2. ASSIGNMENT

3. CHANGES

4. COMPLIANCE WITH LAWS/PERMITS AND LICENSES

5. CONTRACT ORDER OF PRECEDENCE

6. CONTRACTOR'S KEY PERSONNEL

7. COVENANT AGAINST CONTINGENT FEES

8. DISPUTES

9. DISSEMINATION OF CONTRACT INFORMATION

10. EQUAL OPPORTUNITY FOR VEVRAA PROTECTED VETERANS3

11. ETHICAL CONDUCT

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12. FORCE MAJEURE

13. INDEPENDENT CONTRACTOR

14. INTERPRETATION, JURISDICTION AND VENUE

15. LABOR REQUIREMENTS

16. METRO-FURNISHED PROPERTY

17. RESPONSIBILITY OF THE CONTRACTOR

18. RIGHTS AND REMEDIES

19. SEVERABILITY

20. SUBCONTRACTING

21. TERMINATION AND SUSPENSION FOR CONVENIENCE OF METRO

22. CONTRACTOR DEFAULT

23. USE OF METRO'S NAME IN CONTRACTOR ADVERTISING OR PUBLIC RELATIONS

24. WAIVERS

25. FIREARM ENTITY AND TRADE ASSOCIATION DISCRIMINATION CERTIFICATION AND PROHIBITION

26. ISRAEL BOYCOTT CERTIFICATION AND PROHIBITION

27. ENERGY COMPANY BOYCOTT CERTIFICATION AND PROHIBITION

28. COVID-19 VACCINE PASSPORT PROHIBITION

29. STATE AUDITOR

30. CONFLICTS DISCLOSURE

31. ACCESS TO RECORDS

32. CONTRACTOR NON-DISCRIMINATION

33. DEBARMENT AND SUSPENSION

34. METRO NON-DISCRIMINATION

35. RESTRICTIONS ON LOBBYING

36. HIPAA COMPLIANCE

37. ENTIRE AGREEMENT

SECTION X- EXHIBITS

1. EXHIBIT A SCOPE OF SERVICES

2. EXHIBIT B CONTRACTOR'S AFFIRMATION AND 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

6. EXHIBIT F SMALL BUSINESS FORMS

Form 1: CONTRACTOR UTILIZATION PLAN (CUP) i

SECTION I - PROPOSING REQUIREMENTS AND INSTRUCTIONS

1. REQUEST FOR PROPOSALS

RFP NO.: Doc1925792577 RFP ISSUE DATE: December 16, 2025

PROJECT NAME: Risk Management Information System

For: [ ] Supplies/Equipment [ X ] Services [ ] Other

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

All questions and proposals (“Proposals”) submitted in responses to this Request for Proposals (“RFP”) must be submitted electronically through METRO’s EUNA (Bonfire) at: https://www.ridemetro.org/procurement. Registration on METRO’s EUNA (Bonfire) is free. Additionally, one (1) original hardcopy of the Proposal shall be delivered to the METRO Procurement Office 8th Floor as described in this Section I, Article 1.

CONTRACT ADMINISTRATOR: Diandra Singleton Senior Contract Administrator Procurement Services

1900 Main Street, 8th Floor Houston, Texas 77002 Email: diandra.singleton@ridemetro.org Phone: (713) 739-4945

NOTE TO PROPOSERS: PROPOSERS ARE RESPONSIBLE FOR ALL INFORMATION IN THIS SOLICITATION, HOWEVER, PLEASE PAY PARTICULAR ATTENTION TO INFORMATION SHADED IN GRAY.

PROPOSAL DUE DATE/TIME/LOCATION: Proposals (digital signatures accepted) for work described herein must be submitted through METRO’s EUNA (Bonfire) at: https://www.ridemetro.org/procurement and must be received by 2:00 PM Central Standard Time (CST) OR Daylight Savings Time (DST) on Wednesday, January 15, 2026 (the “Proposal Due Date”). Additionally, one (1) original hardcopy of the Proposal, consisting of a Technical Proposal and a separate Pricing Proposal (both as defined in Section I, Article 3.M, shall be delivered in separate sealed envelopes or boxes, each bearing the name and address of the entity submitting the Proposal (Proposer) and the identification “Request for Proposals No. Doc1796747400” to the METRO Procurement Office 8th Floor, 1900 Main Street, Houston, Texas 77002.

The EUNA (Bonfire) and hardcopy Proposals MUST be received by the Proposal Due Date specified herein. Proposals received will not be opened publicly. See additional submission requirements in Section I, Article 2 below.

1.1 A PRE-PROPOSAL MEETING will be held at 1:00 p.m. CST OR CDT on Monday, December 23, 2025

The purpose of the meeting is to explain the solicitation requirements and discuss questions prospective Proposers may have regarding the solicitation. To the extent that a Proposer has questions pertaining to this solicitation, proposers shall submit any such questions IN WRITING through the EUNA (Bonfire) as set forth in this Section I, Article 1. All interested firms are strongly encouraged to attend and have a copy of this RFP readily accessible during the meeting. Each Proposer is encouraged to attend the meeting with appropriate members of its proposed staff, and if requested by METRO, senior representatives of proposed team members identified by METRO. Nothing stated at any pre-submittal meeting or included in a written record or summary of a pre-submittal meeting will modify this RFP or any other part of the RFP unless it is incorporated in an amendment issued by METRO. No action or failure to act of METRO at the pre-submittal meeting shall in any way limit or otherwise affect the terms of this solicitation, or any portion thereof; however, Proposers shall be deemed to have notice of information made available with respect to this solicitation at the pre-submittal meeting.

Each Proposer, by submittal of its Proposal, acknowledges the opportunity to attend any pre-submittal conference, if held, was offered to all Proposers, and waives any right to challenge this procurement based on its attendance at, or failure to attend, a pre-submittal meeting.

Pre-Proposal Meeting will be held:

Join the meeting now Dial-In Telephone No.: 281-925-7469 Conference ID: 612 900 841#

1.2 PERFORMANCE PERIOD: The period of performance under this Contract shall be for a period of three (3) years with two (2), one

(1) year option period(s). (See Contract Article ”Period of Performance” in Section III.)

1.3 INSURANCE: Each prospective Proposer is advised that it will be required to comply with the insurance requirements of this solicitation and, if required, shall furnish certificates of insurance or copies of insurance policies evidencing that it has obtained such insurance in the amounts indicated in the contract, as a condition to execution of the contract. (See “Insurance Articles” in Section VI.)

https://www.ridemetro.org/about/business-to-business/procurement-opportunities https://www.ridemetro.org/about/business-to-business/procurement-opportunities#:%7E:text=Open%20external%20link)-,Open%20Procurements,-METRO%20is%20committed mailto:diandra.singleton@ridemetro.org https://www.ridemetro.org/about/business-to-business/procurement-opportunities#:%7E:text=Open%20external%20link)-,Open%20Procurements,-METRO%20is%20committed https://teams.microsoft.com/l/meetup-join/19%3ameeting_MjRiYWQ2OTUtZDM4Ni00NTNjLTk2YTgtNTI4NDFlMjAwMTFh%40thread.v2/0?context=%7b%22Tid%22%3a%2242943d88-6155-47ea-abaa-7f5951e7c4f1%22%2c%22Oid%22%3a%22cf8a7cc4-d8aa-40e3-923d-662358f7fa27%22%7d ii

1.4 LICENSING: When a special license or permit is required by law, a proposer must be properly licensed prior to proposing and furnish evidence of such with the Proposal.

1.5 OBLIGATION: This RFP does not obligate METRO to award a contract, or to pay any costs incurred in the preparation or submittal of any Proposal.

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

1.7 REPRODUCTION: All forms contained in this solicitation may be reproduced if more space is needed due to the number of subcontractors or suppliers for which information is required to be submitted with the Proposal or for any other reason.

1.8 SMALL BUSINESS PARTICIPATION GOAL: This solicitation has a N/A% Small Business Participation goal.

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-neutral means. METRO sets Small Business Participation goals on its contracts. Small Business Participation goals can be satisfied by METRO-certified Small Businesses Enterprise (SBE), federally-certified Disadvantaged Business Enterprises (DBE), which includes SBA (8a) certification or any combination. 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/.

PROPOSERS WHO FAIL TO COMMIT TO THE SMALL BUSINESS PARTICIPATION GOAL WILL BE DEEMED NONRESPONSIVE

AND NO FURTHER CONSIDERATION WILL BE GIVEN TO THEIR PROPOSAL.

METRO ENCOURAGES SMALL BUSINESS PARTICIPATION EVEN IF NO SMALL BUSINESS PARTICIPATION 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 https://www.ridemetro.org/about/business-to-business/procurement-opportunities.

1.9 TYPE OF AWARD: METRO anticipates awarding one or more firm fixed-price contract(s) as a result of this solicitation.

1.10 WRITTEN QUESTIONS: Written questions regarding this RFP will be accepted until 10:00 AM CST, Monday, December 29, 2025. Proposers shall submit such questions via the EUNA (Bonfire). Such questions shall: (i) be sequentially numbered; (ii) identify the document (i.e., RFP, contract, etc.); (iii) identify the relevant section number and page number (i.e., Section I, Article 2.B, paragraph 1 on page 3 of 66) or, if it is a general question, so indicate; and (iv) not identify the Proposer in the body of the question or contain proprietary or confidential information. Questions submitted in any other format or method than that described above will not be considered. METRO will not accept or respond to oral inquiries.

METRO may, in its sole discretion, respond to timely and pertinent written clarification requests it receives from Proposers, but does not commit to respond to such requests. To the extent METRO does respond, it will post all questions and responses on METRO’s EUNA (Bonfire) Website. All Proposers registered on the METRO procurement website (www.ridemetro.org) as a vendor in METRO’s vendor database, will be notified by email that responses are available for download from the METRO EUNA (Bonfire) Website. METRO may re-phrase or consolidate clarification requests as it deems appropriate. Proposers are responsible for reviewing and being familiar with all questions and responses and any other information posted by METRO on the METRO website through the Proposal Due Date.

METRO will not be responsible for any failure of a Proposer to receive information. To the extent responses are provided, they will not be considered part of any contract that results from this solicitation, nor will they be relevant in interpreting the contract, except as expressly set forth in the contract.

All Proposer requests for changes to the RFP or draft contract, including METRO’s Special and General Terms and Conditions included in Sections VIII and IX, as applicable, must be communicated during the question and answer period.

METRO will provide a response as to whether a change in the RFP or contract will be made, and if so, the change will be provided via an amendment to all Proposers. METRO shall have no obligation to consider further Proposer requests for changes to the RFP or contract after the question and answer period. No further modifications shall be made to the contract language unless the parties negotiate material changes to the scope prior to submission of a BAFO.

https://www.ridemetro.org/about/business-to-business/procurement-opportunities#:%7E:text=Register%20online%20as%20a%20vendor%20with%20METRO.

https://ridemetro.sbdbe.com/ https://txdot.txdotcms.com/ https://www.fdic.gov/regulations/resources/minority/mdi.html https://www.ridemetro.org/about/business-to-business/procurement-opportunities https://www.ridemetro.org/about/business-to-business/procurement-opportunities iii

Should METRO make changes to the RFP or contract, including any specification, stipulation, requirement, or procedure, notification will be made to all Proposers in the form of a written amendment. No officer, agent, or employee of METRO is authorized to amend any provision contained in this RFP, including the specifications, unless such amendment is issued and sent to all Proposers. If this RFP is modified by an amendment, then all terms and conditions that are not modified remain unchanged.

2. GENERAL INFORMATION

A. INTRODUCTION

1. METRO is seeking proposals from qualified Proposers to provide services for Healthcare Benefits Broker/Consultant Services. METRO invites firms to submit a Proposal in response to this RFP as generally described in the Scope of Services, Exhibit A of this solicitation. Capitalized terms not separately defined elsewhere in this RFP have the meanings assigned in Section III, Article 1 (Definitions).

2. This document is comprised of multiple Sections providing information regarding the Proposal process and a proposed contract. The proposed contract is made available so Proposers may understand the contemplated terms and conditions of any resulting contract. If a Proposer takes exception to the RFP (including the terms and conditions of the proposed contract), Proposer may request METRO to modify the RFP only through the question and answer process as described in Section [I, Article 1].

B. 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 RFP.

PROCUREMENT SCHEDULE

Procurement Activity Date Time - Central

Standard

RFP issued 12/16/2025 5:00 PM Pre-submittal Meeting 12/23/2025 1:00 PM Deadline for submission of Proposer questions to METRO’s EUNA (Bonfire)

12/29/2025

10:00 AM

Responses to Proposer Q&A published by METRO on its website 1/2/2026 4:00 PM Proposal Due Date 1/21/2026 2:00 PM

C. AMENDMENTS ISSUED TO PROPOSERS

METRO reserves the right to issue amendments to the RFP after initial publication.

METRO will not be bound by, and Proposers should not rely on, any oral communications regarding the RFP. Use of any information gathered or received from other agencies or entities shall be at the Proposer’s own risk.

It is each Proposer’s responsibility to check the METRO Website for any amendments to the RFP and any Proposer Q&A responses related to this RFP. METRO accepts no responsibility and will provide no accommodation to proposers who submit their Proposals based on an out-of-date RFP or on information received from a source other than the METRO’s Website. Oral explanations or instructions given before the award of the contract will not be binding. METRO will assume no responsibility for any understanding or representations concerning conditions made by any of its officers or agents prior to the execution of the contract, unless stipulated in writing or through written amendment to the RFP.

The Proposer must acknowledge receipt of every amendment issued by METRO in the space provided on the Amendment form itself to be received by METRO before the time set for receipt of Proposals. Failure to acknowledge such receipt may cause the Proposal to be deemed non-responsive and be rejected.

D. POSTPONEMENT OF DATE SET FOR RECEIPT OF PROPOSALS

Notwithstanding the time for receipt of Proposals established in the RFP, the date and time for receipt of Proposals may be postponed solely at METRO's sole discretion.

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E. PERIOD FOR AWARD OF CONTRACT

METRO may award a contract for any accepted Proposal up to 120 days from the Proposal Due Date.

F. PRE-CONTRACTUAL EXPENSES

METRO shall in no event be liable to the Proposer for any expenses incurred by the Proposer in the preparation of its Proposal. The Proposer shall not include any such expenses as part of its Proposal.

G. APPROVAL OF CONTRACT

If required by the METRO Procurement Manual, award of a contract based on this solicitation shall be contingent upon the prior receipt of written approval from the METRO Board of Directors or the President and CEO’s Representative. In such case, 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.

Public Notice of Solicitation Results

If METRO Board or the President and CEO’s Representative approval is required for the award of the contract resulting from this solicitation, it is the responsibility of the Proposer to check METRO’s website for notices on the specific dates for METRO Board meetings. All Proposers for this solicitation and METRO hereby agree that this provision shall serve as the minimum required action by the Proposer 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 Proposers shall be required to check the METRO Website regarding whether or not the solicitation associated with their Proposal 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.

H. AWARD OF CONTRACT

1. A firm-fixed price contract(s) will be awarded to the Proposer(s) (a) that is responsible and has submitted a responsive Proposal(s) conforming to this solicitation and (b) whose Proposal(s) has been determined by METRO to be most advantageous to METRO, price and other factors considered.

2. METRO may accept any Proposal within the time for acceptance specified herein, whether or not there are negotiations subsequent to its receipt, unless the Proposal is withdrawn as permitted under this RFP. If subsequent negotiations are conducted, they shall not constitute a rejection or counter offer on the part of METRO.

3. METRO may award a contract based on initial Proposals received, without discussions or negotiation of such Proposals.

Accordingly, a Proposer should submit its initial Proposal on the most favorable terms from a price and technical standpoint.

4. The lowest price proposer is not guaranteed receipt of the METRO contract award.

5. Any financial data submitted with any Proposal hereunder or any representation concerning facilities or financing will not form a part of any resulting contract.

6. A written Notice-of-Award (if any) will be issued to the successful Proposer following selection for award of a contract and execution of any resultant contract.

7. Unsuccessful Proposers can request a debriefing by contacting the Contract Administrator named in this solicitation.

I. PUBLIC INFORMATION ACT

Subject to the exceptions specified herein, and in the Texas Government Code (“Code”), all written and electronic correspondence and information submitted to METRO during this procurement process, whether included in the Proposal or otherwise submitted, become a matter of public record, subject to Texas Government Code, Chapter 552, as amended from time to time (the “Public Information Act” or the “Act”). Proposers should familiarize themselves with the provisions of the Act requiring disclosure of public information, and exceptions thereto.

Each Proposer, by submitting a Proposal to METRO in response to the RFP, consents to the disclosures described in this RFP, including the disclosures in this Section I, Article 2.I and all other disclosures required by law, and expressly waives any right to contest, impede, prevent or delay such disclosure, or to initiate any proceeding that may have the effect of impeding, preventing or delaying such disclosure, under the Act or any other law relating to the confidentiality or disclosure of https://www.ridemetro.org/Pages/BoardMeetingsAndNotices.aspx https://www.ridemetro.org/Pages/BoardMeetingsAndNotices.aspx v information. Under no circumstances will METRO be responsible or liable to a Proposer or any other party as a result of disclosing any such materials.

If a request is made under the Act for disclosure of the Proposals or information contained therein, METRO will submit a request for an opinion from the Office of the Attorney General prior to disclosing any such documents. The Proposer shall then have the opportunity to assert its basis for non-disclosure of such documents and claimed exception under the Act or other applicable Law to the Office of the Attorney General within the time period specified in the notice issued by METRO and allowed under the Act. However, it is the responsibility of the Proposer to monitor such proceedings and make timely filings.

METRO may, but is not obligated to, make filings of its own concerning possible disclosure; however, METRO is under no obligation to support the positions of the Proposer.

By submitting a Proposal to METRO in response to the RFP, the Proposer consents to, and expressly waives any right to contest, the provision by METRO to the Office of the Attorney General of all, or representative samples of, the Proposal, including any non-public financial statements of privately held entities and other confidential or proprietary information, in accordance with the Act and each Proposer consents to the release of all such information to the Office of the Attorney General for purposes of the Attorney General making a determination in response to a disclosure request under the Act. Under no circumstances will METRO be responsible or liable to a Proposer or any other party as a result of disclosing any materials, whether the disclosure is deemed required by law or by an order of court or occurs through inadvertence, mistake or negligence on the part of METRO or its officers, employees, contractors or consultants.

All Proposers should obtain and thoroughly familiarize themselves with the Act and any other Texas laws applicable to the issue of confidentiality and public information. METRO will not advise a Proposer as to the nature or content of documents entitled to protection from disclosure under the Act or other Texas Laws, as to the interpretation of such laws, or as to the definition of trade secret. The Proposer shall be solely responsible for all determinations made by it under applicable laws.

Each Proposer is advised to contact its own legal counsel concerning the effect of applicable laws to that Proposer’s own circumstances.

In the event of any proceeding or litigation concerning the disclosure of any Proposal or portion thereof, including any non-public financial statements of privately held entities and other confidential or proprietary information submitted by the Proposer, the Proposer shall be responsible for prosecuting or defending any action concerning the materials at its sole expense and risk; provided, however, that METRO reserves the right, in its discretion, to intervene or participate in the litigation in such manner as it deems necessary or desirable. All costs and fees (including attorneys’ fees and costs) incurred by METRO in connection with any litigation, proceeding or request for disclosure shall be reimbursed and paid by the Proposer whose Proposal is the subject thereof.

By submitting its Proposal, Proposer certifies that the requirements of Subchapter J, Chapter 552, Government Code, may apply to this RFP, and the Proposer agrees that the contract can be terminated if the Proposer knowingly or intentionally fails to comply with a requirement of that subchapter.

J. SOLICITATION ORDER OF PRECEDENCE

Notwithstanding the Article of this solicitation entitled “Contract Order of Precedence,” in the event of an inconsistency between provisions of this solicitation prior to award, the inconsistency shall be resolved by giving precedence in the following order:

1. RFP Amendments (if any) with the latest having precedence;

2. Instructions to Proposers;

3. The Proposal Forms;

4. The proposed contract articles;

5. Scope of services; and

6. Any other full-text provision of this solicitation whether incorporated by reference or otherwise.

3. INSTRUCTIONS TO PROPOSERS

A. EXAMINATION OF DOCUMENTS

1. METRO has provided a complete set of the RFP documents, which Proposers shall use in preparing their Proposals.

METRO assumes no responsibility for errors or misinterpretations resulting from the use of incomplete sets of RFP documents.

2. METRO, in making copies of these documents available on the above terms, does so only for the purpose of obtaining Proposals and does not convey a license or grant for any other use.

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3. Each Proposer shall be solely responsible for examining, with appropriate care and diligence, the RFP documents, including any amendments, as well as any other materials made available to Proposers by METRO, and for informing itself with respect to any and all conditions that may in any way affect the amount or nature of its Proposal, or the performance of the Proposer’s obligations under the contract with METRO. Failure of the Proposer to so examine and inform itself shall be at Proposer’s sole risk and no relief for any discrepancy, deficiency, ambiguity, error, or omission will be provided by METRO.

4. By submitting a Proposal, Proposer represents that it has thoroughly examined and has become familiar with the scope of services for a Healthcare Benefits Broker/Consultant Services and the contents of this RFP and that it is capable of performing quality services to achieve METRO's objectives. The Proposer is responsible for requesting clarification of any deficiency, ambiguity, error or omission contained in this RFP, or of any provision in this RFP that the Proposer fails to understand.

B. RULES OF CONTACT

During a communication blackout period starting on the date the RFP is issued and ending on the earliest of (a) the award and execution of the contract, (b) rejection of all Proposals by METRO, or (c) cancellation of the procurement, no Proposer shall contact, attempt to contact, or directly or indirectly engage in any conduct (other than the submission of the Proposal or other submissions and/or presentations provided for in this RFP) to influence any METRO staff, advisors, contractors, or consultants, or any member of the Metropolitan Transit Authority Board of Directors concerning the award of a contract as a result of this solicitation. Any communications determined by METRO, in its sole discretion, to be improper may result in disqualification of the proposer from further participation in the solicitation for the services or goods sought herein or from participation in future METRO solicitations or contracts. Any official information regarding this RFP will be disseminated from METRO’s Contract Administrator, and the Contract Administrator is the only METRO representative authorized to communicate with firms or their representatives during the communication blackout period.

C. MODIFICATIONS, WITHDRAWALS AND LATE SUBMITTALS

1. After submittal of its Proposal, a Proposer may modify its Proposal by submitting a modification in writing through the EUNA (Bonfire) prior to the specified time on the Proposal Due Date. The modification shall conform in all respects to the requirements for submission of the applicable component of the Proposal.

2. A Proposal may be withdrawn in person by a Proposer or its authorized representative, provided the authorized representative’s identity is made known and such person signs a receipt for the Proposal. A withdrawal of a Proposal prior to the Proposal Due Date and time will not prejudice the right of a Proposer to file a new Proposal, provided that it is received before the time due on the Proposal Due Date. No Proposal may be withdrawn on or after the time due on the Proposal Due Date.

3. Any Proposal or modifications of a Proposal received at the METRO office designated in this RFP or on the EUNA (Bonfire) after the specified time on the Proposal Due Date will not be considered. Proposals or Proposal modifications received after the time for submittal on the Proposal Due Date will be retained unopened in the official contract file.

D. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION – LOWER

TIER COVERED TRANSACTION

1. The Proposer certifies, by submission of the Proposal and the “Debarment and Suspension Form” in Section XI, Exhibit D, that its principals, affiliates and contractors are eligible to participate in the proposed contract and are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency.

2. The Proposer agrees to comply with the requirements of (i) 2 C.F.R. part 180, subpart C, as supplemented by 2 C.F.R.

part 1200, and (ii) 34 Texas Administrative Code, Chapter 20, Subchapter G, while this offer is valid and throughout the period of any contract that may arise from this offer.

E. 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 METRO Board Member or officer (or his or her family member). Form CIQ is available on METRO’s website at https://www.ridemetro.org/Pages/ConflictsDisclosure.aspx.

F. COVENANT AGAINST CONTINGENT FEES

By submitting its Proposal, the Proposer certifies that it has not employed any company or person (other than a full-time, bona fide employee working solely for the Proposer) to solicit or secure this contract, and has not paid or agreed to pay any company or person (other than a full-time, bona fide employee working solely for the Proposer) any fee, commission, https://www.ridemetro.org/Pages/ConflictsDisclosure.aspx vii percentage, or brokerage fee contingent upon or resulting from the award of the contract; and agrees to furnish information relating to the above, as requested by the Contracting Officer.

G. DISCOUNTS

1. No discounts will be considered in the evaluation of Proposals and Proposer will not receive any additional points or credit in the evaluation process for offering discounts.

2. Discounts for early payment may be offered in the original Proposal or on individual invoices submitted under the resulting contract, and discounts offered will be taken by METRO if payment is made within the discount period specified.

3. Discounts that are included in Proposals become a part of the resulting contract and are binding on the Contractor.

H. INSTRUCTIONS FOR CERTIFICATION REGARDING DEBARMENT

1. The certification in this Instructions to Proposers is a material representation of fact upon which reliance will be placed by METRO to enter into a resultant contract. If it is later determined that the Proposer/contractor knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, METRO may pursue available remedies, including suspension and/or debarment.

2. The Proposer shall provide immediate written notice to METRO if at any time the Proposer learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

3. As used in this RFP, the terms “covered transaction,” “debarred,” “suspended,” “ineligible,” “lower tier covered transaction,” “participant,” “person,” “primary covered transaction,” “principal,” “proposal,” and “voluntarily excluded,” as used herein, have the meanings set out in the Definition and Coverage sections of rules implementing Executive Order 12549. The Proposer may contact the designated METRO Contracts Administrator for assistance in obtaining a copy of this regulation.

4. By submitting a Proposal, the Proposer agrees that, should it enter into a contract for the proposed covered transactions, it shall not knowingly enter into any subcontract with a firm that is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction.

5. The Proposer further agrees by submitting this Proposal that it will include the instruction titled “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction,” in Section I, Article 3.D, without modification, in all solicitations for lower tier covered transactions, expected to equal or exceed $25,000.00.

I. PREPARATION OF PROPOSAL

1. All Proposals submitted in response to this solicitation must be submitted electronically through METRO’s EUNA (Bonfire) at https://www.ridemetro.org/procurement. Proposers also shall submit one (1) original hardcopy of the Proposal labeled and delivered or mailed to the address set forth in Section I of this RFP. Facsimile (fax) or emailed proposals are not authorized.

2. If a Proposal is from an individual or sole proprietorship, the Proposal shall be signed by that individual. If a Proposal is from an entity operating under a trade name, the Proposal shall be signed by that entity.

3. If the Proposer is a partnership, it shall submit with its Proposal a duly notarized and partner-executed irrevocable Power of Attorney that designates a specified individual as attorney in fact with authority to execute the Proposal on behalf of the Proposer and to act for and bind the Proposer in all matters relating to the Proposal, and the Proposal shall be executed by said attorney in fact on behalf of the partnership, in its legal name. The Contract should also be signed by all general partners and the official address of the partnership shall be shown below the signatures.

4. A Proposal by a corporation shall be executed in the corporate name by the president or a vice-president (or other corporate officer accompanied by evidence of authority to sign) and the corporate seal shall be affixed and attested by the corporate secretary or assistant secretary.

5. A Proposal submitted by a joint venture shall list the names of all joint venturers and the mailing addresses of each and shall be executed by all joint venturers in the same manner as if they were individually submitting Proposals. The signature portion of the Proposal form in Section II shall be altered as appropriate for execution by the joint venture and all joint venturers. In addition, Proposer shall attach a letter to the Technical Proposal from each joint venturer stating that the joint venturer agrees to be held jointly and severally liable for any and all of the duties and obligations of the Proposer under the Proposal and under any contract arising therefrom. The contract should also be signed by all joint venture members.

6. All names shall be typed or printed below the signature.

https://www.ridemetro.org/about/business-to-business/procurement-opportunities#:%7E:text=Open%20external%20link)-,Open%20Procurements,-METRO%20is%20committed viii

7. The Proposal shall contain an acknowledgment of receipt of all amendments to the solicitation. Refer to Paragraph [K] above.

8. Communications regarding this solicitation are to be directed to the address and to the attention of the Contract Administrator identified in Section I of this RFP.

9. Proposals shall be submitted without reservations, qualifications, conditions, assumptions, or other exceptions to or deviations from the requirements of the RFP (including the contract documents). Any Proposal that assumes or may require material changes to the contract, as determined by METRO in its sole discretion, may result in the Proposal being deemed non-responsive.

10. In an effort to promote greater use of recycled and environmentally preferable products and minimize waste, all originals and hard copies of Proposals submitted should comply with the following:

a) All Proposals should be printed on recycled paper with a minimum post-consumer content of thirty percent (30%) or on tree-free paper (i.e., paper made from raw materials other than trees, such as kenaf);

b) Unless absolutely necessary, all Proposals and copies should minimize or eliminate the use of non-recyclable or non-reusable materials, such as plastic report covers, plastic dividers, vinyl sleeves and bindings;

c) To further reduce the use of materials not essential to Proposals, METRO encourages Proposers to forgo the use of three-ringed binders or glued materials when assembling the originals and copies of the RFP and other required information. Instead, METRO prefers and appreciates the use of paper clips, binder clips, staples, rubber bands, and other materials containing recycled content, such as folders, paper clips, discs or thumb drives, envelopes, boxes, etc. METRO also appreciates receiving Proposals assembled in formats that allow for easy removal and recycling of paper and other materials; and

d) Unnecessary samples, attachments or documents not specifically asked for should not be submitted with a Proposal.

J. PROHIBITION ON LOBBYING

If the proposed contract that is the subject of this RFP has a total value of $100,000 or more, Proposer shall comply with the lobbying requirements set forth in Section X of the contract and shall submit with its Proposal the “Certification of Restrictions on Lobbying” form in Section XI, Exhibit C.

K. PROPOSAL CONTENTS

Proposals shall include two parts, the Technical Proposal and Pricing Proposals, each as described below. The contents of each of the Technical Proposal and the Pricing Proposal must be submitted through the EUNA (Bonfire) as described in Section I of this RFP. In addition, each of the Technical Proposal and Pricing Proposal must be submitted as described below, by the date and time established for receipt of Proposals for a Proposal to be considered for contract award by METRO.

1. Technical Proposal: The Proposer shall submit one (1) original hardcopy and one (1) electronic PDF file as directed in SECTION I of this RFP. The Technical Proposal establishes a Proposer’s technical qualifications based on set technical criteria listed herein. Proposer’s Technical Proposals should be structured to respond to the criteria noted within each of the Evaluation Factors shown in Section [I, Article 4], below, and in the same order as the factors are listed.

2. Pricing Proposal: The Proposer shall submit one (1) original hardcopy and one (1) electronic PDF file as directed in SECTION I of this RFP. Each Proposer's Pricing Proposal (see Section II, Article 3, “Proposal /Contract Amount, Items and Prices”) shall be submitted concurrently with the Technical Proposal and shall be in a separate, sealed envelope clearly named as such, and referencing Solicitation No. Doc1796747400.

L. PROPOSER QUALIFICATIONS/ELIGIBILITY FOR AWARD

1. Each Proposer shall complete and submit the applicable forms contained in this document and initial all interlineations and alterations to the blanks. Failure to do so may render the Proposal incomplete and non-responsive and may cause its rejection. If the Proposer is a joint venture, each joint venturer shall prepare and submit separate forms. If the Proposer is a partnership, all required forms shall be executed by the partnership’s authorized attorney in fact on behalf of the partnership, in its legal name.

2. In order for a Proposer to be eligible to be awarded the contract, a Proposal must be responsive to the Request for Proposals and show the Proposer’s technical competency, and METRO must be able to determine that the Proposer has the ability, capacity and skill to perform the contract satisfactorily.

3. A responsive Proposal complies with all material aspects of the RFP. Proposals that do not comply with all the terms and conditions of this solicitation may be rejected as non-responsive, and Proposer will be so advised. METRO may also exclude from consideration any Proposer whose Proposal contains a material misrepresentation. METRO reserves the ix right to waive minor informalities, irregularities and apparent clerical mistakes that are unrelated to the substantive content of the Proposals.

4. Responsible Proposers 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 the necessary technical equipment, material and capability, including qualified supervision and skilled workforce, adequate to perform the contract, or the ability to obtain such resources as are required during the course of the contract;

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

e) Have a satisfactory record of current and/or past performance in behalf of METRO and/or other owners, including the areas of scheduling, submittals; record keeping, reporting, qualified supervision, skilled workforce, safety, quality of equipment, materials and workmanship, timely performance, warranties and guarantees;

f) If applicable, have a satisfactory record as a contractor of achieving Small Business Participation goals in past METRO projects, as well as providing evidence satisfactory to METRO that the Proposer will comply with Small Business Program requirements and any Small Business Participation goal contained herein.

g) Certify that it is not on (i) the U.S. General Services Administration's “Lists of Parties Excluded from Federal Procurement or Non-Procurement Programs,” or (ii) the State of Texas Building and Procurement Commission “Debarred Vendor List.” Signing and submitting the Proposal is so certifying;

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

5. A Proposer may be requested to submit written evidence verifying that it meets the minimum criteria necessary to be determined a responsible proposer. Refusal to provide requested information will result in the Proposer being declared non-responsive, and the Proposal will be rejected.

M. SUBMISSION OF PROPOSALS

A Proposal shall be submitted so as to be received no later than the exact time and at the place indicated in the RFP and an original hard copy of the Proposal shall be enclosed in a sealed envelope or box clearly identified as a Proposal with the Project title, Request for Proposals number and Proposal receipt time. Each envelope or box shall identify the name and address of the Proposer and shall contain in separate envelopes or boxes all required documents for each of the Technical Proposal and the Pricing Proposal. Failure to do so may result in a premature opening of, or a failure to open, such Proposal.

By submitting its Proposal, each Proposer commits that the proposed contractor will enter into the form of contract included in the RFP, without negotiation or variation, except to fill in blanks and include information that the form of contract indicates is required from the Proposal. Notwithstanding the foregoing commitment, at METRO’s sole discretion, METRO may negotiate various aspects of the contract documents with the selected Proposer either prior to award or following award and prior to contract execution.

The Proposal constitutes a binding offer by the Proposer to perform the scope of services identified in this RFP, on the terms of the Proposal, and METRO shall have the right to accept or reject such offer and/or any conditions proposed in full or in part.

If the Proposal is accepted, Proposer shall conclude the contract with METRO, based on the RFP, any addenda, the Proposal and any agreed written amendments thereto. Until the formal contract is signed, Proposer has no authority to proceed with the Work or to incur any costs for which METRO may be held liable. METRO shall have no obligations towards Proposer until a formal contract has been entered into.

N. TAXES

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

The Contractor’s Proposal shall not contain assessment for any of these taxes.

O. PROTESTS

1. 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 the information set forth in…