2-05 - Exhibit C - 33-205F.pdf

Solicitation No.2098066

Form 33.205F (08/05) Page 1 of 6 Exhibit C

DALLAS AREA RAPID TRANSIT AUTHORITY

EXHIBIT C

SOLICITATION INSTRUCTION AND CONDITIONS

(INVITATION FOR BIDS – FEDERALLY ASSISTED SUPPLIES/SERVICES)

Table of Contents

1. Acknowledgment of Amendments to Invitation for Bids (3-802.03, JUN 91)

2. Administrative Remedies (10-102, JUN 86)

3. Authority-Furnished Property (3-802.08, JUN 86)

4. Award of Contract (3-802.07, FEB 04)

5. Buy America Provision (F-108, MAR 03)

6. Cancellation of Solicitation (3-802.13, JUN 91)

7. Confidential Data (3-802.11, FEB 96)

8. Disadvantaged Business Enterprise (DBE) Participation (B-100.17A, OCT 04)

9. Discounts (3-802.06, FEB 96)

10. Explanation to Bidders (3-802.02, JUL 91)

11. Federal Transit Administration (B-100.18C, NOV 92)

12. FTA Protest Procedures (B-100.18B, MAY 05)

13. Late Submissions, Modifications, and Withdrawals of Bids (3-802.05, FEB 04)

14. Multiple or Alternate Offers Not Accepted (B-100.20A, AUG 05)

15. Order of Precedence (3-802.10, JUN 86)

16. Pre-Bid Conference and Questions Concerning the Solicitation (B-100.02A, AUG 04)

17. Preparation of Bids (3-802.01, JUL 91)

18. Procurement Confidentiality (B-100.22A, AUG 04)

19. Submission of Bids (3-802.04, FEB 94)

1. Acknowledgment of Amendments to Invitation for Bids (3-802.03, JUN 91)

(a) If this solicitation is amended, then all terms and conditions which are not modified remain unchanged.

(b) Bidders shall acknowledge receipt of any amendment to this solicitation: (1) by signing and returning the amendment; or (2) by identifying the amendment number and date in the space provided for this purpose on the bid form; or (3) by letter or telegram. The Authority must receive the acknowledgment by the time and at the place specified for receipt of bids.

2. Administrative Remedies (10-102, JUN 86)

By submission of a bid, proposal, offer, or quotation in response to this solicitation, the bidder or offeror agrees to exhaust its administrative remedies under Chapter 10 of the Authority's Procurement Regulations or the Disputes Clause of any resulting contract prior to seeking judicial relief of any type in connection with any matter related to this solicitation, the award of any contract, and any dispute under any resulting contract.

3. Authority-Furnished Property (3-802.08, JUN 86)

No material, labor, or facilities will be furnished by the Authority unless otherwise provided for in the solicitation.

4. Award of Contract (3-802.07, FEB 04)

(a) The contract will be awarded to the responsible bidder whose bid, conforming to the solicitation, will be most advantageous to the Authority, price and other factors considered. A responsible bidder is one who affirmatively demonstrates to the Authority that the bidder has adequate financial resources and the requisite capacity, capability, and facilities to perform the contract within the delivery period or period of performance, has a satisfactory record of performance on other comparable projects, has a satisfactory record of integrity and business ethics, and is otherwise qualified and eligible to receive award under the solicitation and laws or regulations applicable to the procurement.

(b) The Authority reserves the right to reject any or all bids in part or in total for any reason, to accept any bid if considered best for its interest, and to waive any informalities and minor irregularity in any bids received.

(c) The Authority may accept any item or group of items of any bid, unless the bidder qualifies the bid by specific limitations. Unless otherwise provided in the solicitation, bids may be submitted for any quantities less than those specified, and the Authority reserves the right to make an award on any item for a unit quantity less than the quantity offered at the unit prices bid unless the bidder specified otherwise in the bid.

Form 33.205F (08/05) Page 2 of 6 Exhibit C

(d) A written award (or acceptance of bid) which is mailed, telegraphed, or otherwise furnished to the successful bidder within the time for acceptance specified in the solicitation shall be deemed to result in a binding contract without further action by either party.

(e) Any financial data submitted with any bid hereunder or any representation concerning facilities or financing will not form a part of any resulting contract; provided, however, that if the resulting contract contains a clause providing for price reduction for defective cost or pricing data, the contract price will be subject to reduction if cost or pricing data furnished hereunder is incomplete, inaccurate, or not current.

5. Buy America Provision (F-108, MAR 03)

This solicitation and the resulting contract are subject to the Buy America requirements of 49 U.S.C. § 5323(j) and the Federal Transit Administration’s implementing regulations found at 49 CFR § 661, the provisions of each of which are incorporated herein by reference. These regulations require, as a matter of responsiveness, that the bidder or offeror submit with its offer a completed certification in accordance with 49 CFR § 661.6 or § 661.12, as appropriate. These certifications are set forth in Exhibit U of this solicitation.

6. Cancellation of Solicitation (3-802.13, JUN 91)

This solicitation may be cancelled by the Authority before or after receipt of bids or proposals (as applicable) in accordance with the provisions of Section 3-300 of DART's Procurement Regulations.

7. Confidential Data (3-802.11, FEB 96)

Each bidder may clearly mark each page of the bid that contains trade secrets or other confidential commercial or financial information which the bidder believes should not be disclosed outside the Authority. Disclosure of requested information will be determined in accordance with the Texas Open Records Act.

8. Disadvantaged Business Enterprise (DBE) Participation (B-100.17A, OCT 04)

(a) It is the policy of the Authority and the Department of Transportation (DOT) to ensure that Disadvantaged Business Enterprises (DBEs), as defined in Exhibit G of this solicitation and pursuant to 49 Code of Federal Regulations (CFR) Part 26, are provided a level playing field, thus fostering an equal opportunity for them to participate in the performance of contracts financed in whole or in part with Federal funds. Consequently, the DBE requirements of 49 CFR Part 26 apply to this solicitation. In this regard, all offerors shall take all necessary and reasonable steps in accordance with 49 CFR Part 26 to ensure that DBEs have a level playing field and an opportunity to compete for and perform contracts.

The Authority and all offerors shall not discriminate on the basis of race, color, national origin or sex in the award and performance of DOT-assisted contracts or subcontracts.

(b) In accordance with its DBE Policy, the Authority has established a goal for DBE participation in this solicitation. The offeror will be expected to meet or exceed, and/or demonstrate its good faith efforts to meet the goal. This goal, expressed as a percentage of the total contract price, including any increases that may occur, is:

% DBE Participation

Note: N/A denotes not applicable to this procurement.

(c) The Authority's DBE requirements are set forth in Exhibit G of this solicitation. Offerors are advised to carefully review Exhibit G including the requisite forms attached thereto. Offerors should undertake necessary steps to plan and adequately provide for compliance with the stated DBE utilization goal well in advance of the date specified for the bid opening or receipt of proposals.

(d) Offerors are advised that the issue of whether or not the offeror has met or exceeded the established goal, or demonstrated sufficient good faith efforts, is considered by the Authority a matter of the offeror's responsibility. DART will only award contracts to offerors determined to be responsible.

(e) The percentage agreed to between DART and the successful offeror shall be incorporated into the contract resulting from this solicitation.

9. Discounts (3-802.06, FEB 96)

(a) Prompt payment discounts will not be considered in evaluating bids for award. However, offered discounts will be taken if payment is made within the discount period, even though not considered in the evaluation of bids.

N/A

Form 33.205F (08/05) Page 3 of 6 Exhibit C

(b) In connection with any discount offered for prompt payment, time shall be computed from (1) the date of completion of performance of the services or delivery of the supplies to the carrier if acceptance is at a point of origin, or date of delivery at destination or port of embarkation if delivery and acceptance are at either of these points, or (2) the date the correct invoice or voucher is received in the office specified by the Authority, if the latter is later than the date of performance or delivery. For the purpose of computing the discount earned, payment shall be considered to have been made on the date of the Authority's check.

10. Explanation to Bidders (3-802.02, JUL 91)

Any explanation desired by a bidder regarding the meaning or interpretation of the solicitation, drawings, specifications, etc., must be requested in writing from the Authority's Contracting Officer and with sufficient time allowed for a reply to reach bidders before the submission of bids. Oral explanations or instructions given before the award of any contract, at any pre-bid conferences or otherwise, will not be binding on the Authority. Any information given to a bidder concerning an interpretation of the solicitation will be furnished to all bidders as an amendment to the solicitation, if such information is necessary to bidders in submitting bids on the solicitation or if the lack of such information would be prejudicial to uninformed bidders.

11. Federal Transit Administration (B-100.18C, NOV 92)

As a result of the enactment of the Federal Transit Act Amendments of 1991, the Urban Mass Transportation Administration (UMTA) was redesignated as the Federal Transit Administration (FTA). Accordingly, whenever in the solicitation reference is made to either the "Urban Mass Transportation Administration" or "UMTA", that reference shall be considered as referring to either the "Federal Transit Administration" or "FTA", as appropriate.

12. FTA Protest Procedures (B-100.18B, MAY 05)

(a) In accordance with the "Administrative Remedies" provision of this solicitation and the detailed procedures set forth in Chapter 10 of the Authority's Procurement Regulations, any interested party who is aggrieved or adversely affected in connection with this solicitation, or award of a contract as a result of this solicitation, may protest to the Vice President of Procurement, and appeal any adverse decision of the Vice President of Procurement to the Authority's Board of Directors or its duly authorized representative.

(b) Paragraph 7(l) of Federal Transit Administration (FTA) Circular 4220.1E prescribes the limited circumstances under which FTA will review a protest and establishes the detailed procedures that must be followed by a protestor. Under those procedures, FTA will only review protests submitted by an "interested party" regarding: (1) the alleged failure of the Authority to have or follow its written protest procedures, or its alleged failure to review a complaint or protest; or (2) violations of Federal law or regulation.

(c) Copies of Chapter 10 of the Authority's Procurement Regulations and/or paragraph 7(l) of FTA Circular 4220.1E will be furnished to any offeror without charge upon written request to the Contracting Officer.

13. Late Submissions, Modifications, and Withdrawals of Bids (3-802.05, FEB 04)

(a) Any bid received at the office designated in the solicitation after the exact time specified for receipt will not be considered unless it is received before award is made, and:

(1) it was sent by registered or certified mail not later than the fifth calendar day prior to the date specified for receipt of bids (e.g., a bid submitted in response to a solicitation requiring receipt of bids by the 20th of the month must have been mailed by the 15th or earlier);

(2) it was sent by mail (or telegram if authorized) and it is determined by the Authority that the late receipt was due solely to mishandling by the Authority after receipt at the Authority's offices; or

(3) it was sent by U. S. Postal Service Express Mail Next Day Service - Post Office to Addressee not later than 5:00

P.M. at the place of mailing two (2) working days prior to the date specified for receipt of bids. The term "working days" excludes weekends and U. S. Federal holidays.

(b) Any modification or withdrawal of a bid is subject to the same conditions as in (a) of this provision.

(c) The only acceptable evidence to establish:

(1) the date of mailing of a late bid, modification or withdrawal sent either by registered or certified mail is the U.S.

Form 33.205F (08/05) Page 4 of 6 Exhibit C

Postal Service postmark on both the envelope or wrapper and on the original receipt from the U.S. Postal Service.

If neither postmark shows a legible date, the bid, modification or withdrawal shall be deemed to have been mailed late. The term "postmark" means a printed, stamped, or otherwise placed impression, exclusive of a postage meter machine impression, that is readily identifiable without further action as having been supplied and affixed on the date of mailing by an employee of the U.S. Postal Service. Therefore, bidders should request the postal clerk to place a legible hand cancellation bull's-eye "postmark" on both the receipt and the envelope or wrapper; and

(2) the time of receipt at the Authority is the time-date stamp of the Authority on the bid wrapper or other documentary evidence of receipt maintained by the Authority.

(3) the date of mailing of a late bid, modification, or withdrawal sent by U. S. Postal Service Express Mail Next Day

Service - Post Office to Addressee is the date entered by the post office receiving clerk on the "Express Mail Next Day Service - Post Office to Addressee" label, and the postmark on the envelopes or wrapper and on the original receipt from the U. S. Postal Service. "Postmark" has the same meaning as defined in paragraph (c)(1) of this provision. Therefore, bidders should request the postal clerk to place a legible hand cancellation bull's-eye "postmark" on both the receipt and the envelope or wrapper.

(d) Notwithstanding (a) of this provision, a late modification of an otherwise successful bid which makes its terms more favorable to the Authority will be considered at any time it is received and may be accepted.

(e) Bid may be withdrawn by written or telegraphic notice received at any time before the exact time set for receipt of bids. A bid may be withdrawn in person by a bidder or the bidder's authorized representative before the exact time set for receipt of bids, provided the identity of the person requesting withdrawal is established and the person signs a receipt for the bid.

14. Multiple or Alternate Offers Not Accepted (B-100.20A, AUG 05)

(a) Definitions.

(1) Multiple offers means more than one offer submitted, each satisfying the specific stated requirements of the solicitation.

(2) Alternate offers means an offer submitted that may depart from the specific stated requirements of the solicitation.

(b) Unless otherwise specified in this solicitation, multiple or alternate offers shall not be accepted in response to this solicitation. All multiple or alternate offers shall be rejected; provided however, that if the offeror clearly identifies a primary offer, it shall be evaluated and considered for award as though it were the only offer submitted.

15. Order of Precedence (3-802.10, JUN 86)

In the event of any inconsistency between the provisions of the solicitation (including any resulting contract), the inconsistency shall be resolved by giving precedence in the following order: (a) the Schedule; (b) Special Solicitation Instructions and Conditions; (c) Solicitation Instructions and Conditions; (d) Special Provisions; (e) General Provisions;

(f) other provisions of the contract whether incorporated by reference or otherwise; and (g) the specifications or statement of work.

Note: The clause above may exist in Exhibits C and F if both are included in the solicitation.

16. Pre-Bid Conference and Questions Concerning the Solicitation (B-100.02A, AUG 04)

(a) A pre-bid conference is scheduled for all interested parties to discuss the solicitation requirements, if so indicated on the Solicitation, Offer and Award Form. Details concerning the conference date, time and location are also provided.

(b) Questions and requests for clarification relating to this solicitation, shall be submitted in writing, to the contact person identified in the Solicitation, Offer and Award Form by mail, facsimile or commercial courier, at least three (3) working days in advance of the scheduled conference to allow sufficient time for responses to be considered and prepared by the Authority. Questions concerning the solicitation that are not addressed at the conference, if one is held, shall be submitted in writing no later than five (5) working days in advance of the offer submission due date and time, which is the minimum time required for the Authority’s reply to reach offerors before the offer submission due date and time, as required by the "Acknowledgement of Amendments to the Invitations for Bids" clause. Questions received less than five (5) working days in advance of the offer submission due date and time will be responded to only if the Authority determines that the question and its response would have a material and substantive impact on the solicitation.

Form 33.205F (08/05) Page 5 of 6 Exhibit C

17. Preparation of Bids (3-802.01, JUL 91)

(a) Bidders are expected to examine the Schedule, solicitation instructions, Special Provisions, General Provisions, all drawings, specifications, the statement of work, and all other provisions of, and exhibits to, the solicitation, whether incorporated by reference or otherwise, prior to the submission of bids. Failure to do so will be at the bidder's risk.

(b) Each bidder shall furnish the information required by the solicitation. Bids shall be submitted on the bid form contained in the solicitation. Bidders shall sign and print or type their name on the bid form and each continuation sheet on which they make an entry. Erasures or other changes must be initialed by the person signing the bid. Bids signed by an agent of the bidder (other than an officer or a partner of the bidder) are to be accompanied by evidence of the agent's authority (unless such evidence has been previously furnished to the Authority).

(c) All blanks on the bid form shall be filled in by typewriter or printed in ink with a firm fixed unit price for items bid. Unit prices shall include packing unless otherwise specified. In case of any discrepancy between a unit price and any extended or total price required by the bid form, the unit price will be presumed to be correct, subject, however, to correction to the same extent and in the same manner as any other mistake.

(d) Bids for property or services other than those specified in the Schedule will not be considered unless specifically authorized in the solicitation. Any condition, qualification, or limitation of the bid will be a basis for rejection of the bid as nonresponsive.

(e) The bidder must state a definite time for delivery of property or for performance of services unless otherwise specified in the solicitation. All measurements shall be in the system of weights and measures in common usage in the United States, and pricing shall be in U.S. dollars.

(f) In computing any period of time for the solicitation or any resulting contract, "days" means calendar days, and the day of the event from which the designated period of time begins to run shall not be included, but the last day shall be included unless it is a Saturday, Sunday, or Federal or State of Texas holiday, in which event the period shall run to the end of the next business day.

18. Procurement Confidentiality (B-100.22A, AUG 04)

(a) Offerors are cautioned that until this solicitation is either awarded or cancelled, they may have contact only with the contact person identified in the Solicitation, Offer and Award Form. Discussions or communications regarding this solicitation with any other personnel associated in any capacity with the Authority, its consultants, contractors or members of its Board of Directors, are strictly prohibited, unless otherwise approved in writing by the Contracting Officer.

(b) Any violation of this restriction may result in the disqualification of the offeror from further participation in this procurement, and from award of any contract or subcontract under this solicitation.

19. Submission of Bids (3-802.04, FEB 94)

(a) Bids and modifications thereof shall be enclosed in sealed envelopes or sealed cartons and submitted to the Contracting Officer of the Dallas Area Rapid Transit Authority at the address specified in the solicitation. The bidder shall show the hour and date specified in the solicitation for receipt of bids, the solicitation number, and the bidder's name, address, and telephone number on the face of the envelope or carton.

(b) Telegraphic bids will not be considered unless authorized by the solicitation; however, bids may be modified or withdrawn by written or telegraphic notice, provided such notice is received prior to the hour and date specified for receipt of bids.

(c) Samples of items, when required, must be submitted within the time specified and, unless otherwise specified in the solicitation, at no expense to the Authority. If not destroyed by testing, samples will be returned at the bidder's request and expense, unless otherwise specified in the solicitation.

(d) Each copy of the bid shall include the legal name of the bidder and a statement whether the bidder is a sole

Form 33.205F (08/05) Page 6 of 6 Exhibit C proprietorship, a corporation, or any other legal entity. A bid for a corporation shall further give the state of incorporation and have the corporate seal affixed to it.