2-05-Exhibit C Solicitation Instructions and Conditions.pdf

Solicitation No. P-2093872

33.206L (03/25) Page 1 of 5 Exhibit C

DALLAS AREA RAPID TRANSIT AUTHORITY

EXHIBIT C

SOLICITATION INSTRUCTIONS AND CONDITIONS

(REQUEST FOR PROPOSALS - LOCALLY FUNDED SUPPLIES/SERVICES)

Table of Contents

1. Acknowledgment of Amendments to Request for Proposals (3-804.03, MAR 25)

2. Administrative Remedies (10-102, JAN 25)

3. Authority-Furnished Property (3-804.08, MAR 25)

4. Award of Contract (3-804.07, MAR 25)

5. Cancellation of Solicitation (3-804.12, MAR 25)

6. Confidential Data (3-804.10, MAR 25)

7. Discounts (3-804.06, MAR 25)

8. Explanation to Offerors (3-804.02, MAR 25)

9. Late Submissions, Modifications and Withdrawals of Offers (or quotations as applicable) (3-804.05, MAR 25)2

10. Minority and Woman-Owned Business Enterprise (M/WBE) Participation (B-100.17B, OCT 04)

11. Multiple or Alternate Offers Not Accepted (3-105, MAR 25)

12. Order of Precedence (3-804.09, MAR 25)

13. Preparation of Offers (3-804.01, MAR 25)

14. Pre-Proposal Conference and Questions Concerning the Solicitation (B-100.02B, MAR 25)

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

16. Submission of Offers (3-804.04, MAR 25)

1. Acknowledgment of Amendments to Request for Proposals (3-804.03, MAR 25)

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

(b) Offerors shall acknowledge receipt of any amendment to this solicitation: (1) by signing and returning the amendment; (2) by identifying the amendment number and date in the space provided for this purpose on the form for submitting an offer; (3) by letter .(4) by facsimile, if facsimile offers are authorized in the solicitation; or (5) by email, if email offers are authorized in the solicitation The Authority must receive the acknowledgment by the time and at the place specified for receipt of offers.

2. Administrative Remedies (10-102, JAN 25)

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 and 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 (3-804.08, MAR 25)

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

4. Award of Contract (3-804.07, MAR 25)

(a) The contract will be awarded to that responsible offeror whose offer, conforming to the solicitation, will be most advantageous to the Authority, price and other factors (specified elsewhere in the solicitation) considered. A responsible offeror is one who affirmatively demonstrates to the Authority that the offeror 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 accept other than the lowest offer, reject any or all offers in part or in total for any reason, to accept any offer if considered best for its interest, and to waive informalities and minor irregularities in offers received.

(c) The Authority may accept any item or group of items of any offer, unless the offeror qualifies the offer by specific limitations. Unless otherwise provided in the solicitation, offers may be submitted for any quantities less than those

33.206L (03/25) Page 2 of 5 Exhibit C 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 offered unless the offeror specifies otherwise in the offer.

(d) A written award (or acceptance of offer) which is mailed, , or otherwise furnished electronically to the successful offeror 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) The Authority may, within the time specified therein, accept any offer or part thereof, as provided in (c) above, whether or not there are negotiations subsequent to its receipt, unless the offer is withdrawn by written notice received by the Authority prior to award. If subsequent negotiations are conducted, they shall not constitute a rejection or counteroffer on the part of the Authority.

(f) The Authority may award a contract, based on initial offers received, without discussion of such offers. Accordingly, each initial offer should be submitted on the most favorable terms from a price and technical standpoint, which the offeror can submit to the Authority.

(g) Any financial data submitted with any offer 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. Cancellation of Solicitation (3-804.12, MAR 25)

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.

6. Confidential Data (3-804.10, MAR 25)

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

7. Discounts (3-804.06, MAR 25)

(a) Prompt payment discounts will not be considered in evaluating offers for award, unless otherwise specified in the solicitation. However, offered discounts will form a part of the award and will be taken if payment is made within the discount period, indicated in the offer by the offeror, even though not considered in the evaluation of offers. As an alternative to offering a discount for prompt payment in conjunction with the offer, offerors awarded contracts may include discounts for prompt payment on individual invoices.

(b) In connection with any discount offered for prompt payment, time shall be computed from the date the invoice. If the contractor has not placed a date on the invoice, the due date shall be calculated from the date the correct invoice or voucher is received in the office specified by the Authority, provided the Authority annotates such invoice with the date of receipt at the time of receipt For the purpose of computing the discount earned, payment shall be considered to have been made on the date of the Authority's check, or for an electronic funds transfer, the specified payment date.

8. Explanation to Offerors (3-804.02, MAR 25)

Any prospective offeror desiring an explanation or interpretation of the solicitation, drawings, specifications, etc., must request it in writing via electronic submission from the Authority's Contracting Officer soon enough to allow for a reply to reach all prospective offerors before the submission of their offers. Oral explanations or instructions given before the award of any contract, at any pre-proposal conferences or otherwise, will not be binding on the Authority. Any information given to a prospective offeror concerning an interpretation of the solicitation will be furnished promptly to all other prospective offerors as an amendment to the solicitation, if such information is necessary to offerors in submitting offers on the solicitation or if the lack of such information would be prejudicial to uninformed prospective offerors.

9. Late Submissions, Modifications and Withdrawals of Offers (or quotations as applicable) (3-804.05, MAR 25)

(a) Any offer 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 offers (e.g., an offer submitted in response to a solicitation requiring receipt of offers by the 20th of the month must have been mailed by the 15th or earlier);

33.206L (03/25) Page 3 of 5 Exhibit C

(2) it was sent by mail, facsimile or hand-carried (including delivery by commercial carrier) 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 if an emergency or unanticipated event interrupts normal Authority process, so as to prevent submission of the offer at specified time; 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 offers. The term "working days" excludes weekends and U. S. Federal holidays; or

(4) it is the only offer or quotation received.

(b) Any modification of an offer, except a modification resulting from the Contracting Officer's request for a "best and final" offer, is subject to the same conditions as in (a)(1), (a)(2) and (a)(3) of this provision.

(c) A modification resulting from the Contracting Officer's request for a "best and final" offer received after the time and date specified in the request will not be considered unless received before award, and the late receipt is due solely to mishandling by the Authority after receipt at the Authority's offices.

(d) The only acceptable evidence to establish:

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

Service postmark on both the envelope or wrapper and on the original receipt from the U.S. Postal Service. Both postmarks must show a legible date, the offer, modification or withdrawal shall be processed as if 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, offerors should request the postal clerk to place a 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 offer wrapper or other documentary evidence of receipt maintained by the Authority.

(3) the date of mailing of a late offer, 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 envelope or wrapper and on the original receipt from the U. S. Postal Service. "Postmark" has the same meaning as defined in paragraph (d)(1) of this provision. Therefore, offerors should request the postal clerk to place a legible hand cancellation bull's-eye "postmark" on both the receipt and the envelope or wrapper.

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

(f) Offers may be withdrawn by written notice received in accordance with § 3-203.11 (Modification or Withdrawal of Proposals). An offer may be withdrawn in person by an offeror or his offeror's authorized representative, provided the identity of the person requesting withdrawal is established and the person signs a receipt for the offer prior to award.

10. Minority and Woman-Owned Business Enterprise (M/WBE) Participation (B-100.17B, OCT 04)

(a) It is the policy of the Authority to create a level playing field and eliminate barriers to participation by Minority Business Enterprises (MBEs) and Woman-Owned Business Enterprises (WBEs), as defined in Exhibit G, in the performance of any contract awarded as a result of this solicitation. In this regard, all offerors shall take all necessary and reasonable steps to ensure that M/WBEs have a fair opportunity to compete for and perform DART 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 DART contracts or subcontracts.

(b) In accordance with the M/WBE Policy, the Authority has determined that there are subcontracting opportunities and has established goals for M/WBE participation in this solicitation. The offeror will be expected to meet or exceed the goals, and/or demonstrate its good faith efforts to meet them. These goals, expressed as a percentage of the total contract price, including any increases that may occur, are:

(1) N/A % MBE Participation; and

N/A % WBE Participation; or

33.206L (03/25) Page 4 of 5 Exhibit C

(2) a combination M/WBE goal which can be met by utilizing MBEs only, WBEs only, or a combination of both of:

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

(c) The Authority's M/WBE 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 to meet or exceed the stated M/WBE utilization goals 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 goals, 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(s) agreed to between DART and the successful offeror shall be incorporated into the contract resulting from this solicitation.

11. Multiple or Alternate Offers Not Accepted (3-105, MAR 25)

(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.

12. Order of Precedence (3-804.09, MAR 25)

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.

13. Preparation of Offers (3-804.01, MAR 25)

(a) Offerors 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 offers. Failure to do so will be at the offeror's risk.

(b) Each offeror shall furnish the information required by the solicitation. Offerors shall sign and print or type their name on the form provided by the Authority for submitting an offer and each continuation sheet on which they make an entry.

Deletions or other changes must be initialed by the person signing the offer. Offers signed by an agent of the offeror are to be accompanied by evidence of the agent's authority (unless such evidence has been previously furnished to the Authority).

(c) Pricing for the property or services offered shall be provided by offerors in the format required by the Authority.

Where property is being offered, the prices offered shall include packing unless otherwise specified. In case of any discrepancy between a unit price and any extended or total price, 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) Offers for supplies or services other than those specified in the Schedule will not be considered unless specifically authorized in the solicitation.

N/A % M/WBE Participation.

33.206L (03/25) Page 5 of 5 Exhibit C

(e) The offeror must state a definite time for delivery of supplies 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.

14. Pre-Proposal Conference and Questions Concerning the Solicitation (B-100.02B, MAR 25)

(a) A pre-proposal conference is scheduled for all interested parties to discuss the solicitation requirements, if so indicated on the Solicitation, Offer and Award Form and/or posted under the Solicitation Portal. 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 through the specified electronic submission 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 Request for Proposals" 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.

15. 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.

16. Submission of Offers (3-804.04, MAR 25)

(a) Offers and modifications shall be submitted in sealed envelopes or packages (unless submitted by electronic means)

(1) to the Contracting Officer of the Dallas Area Rapid Transit Authority at the address specified in the solicitation and (2) showing the hour and date specified in the solicitation for receipt of offers, the solicitation number, and the offeror's name, address, and telephone number on the face of the envelope or package.

(b) Facsimile and emailed offers will not be considered unless authorized by the solicitation.

(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 offeror's request and expense, unless otherwise specified in the solicitation.

(d) Each copy of the offer shall include the legal name of the offeror and a statement whether the offeror is a sole proprietorship, a corporation, or any other legal entity. An offer for a corporation shall further give the state of incorporation and have the corporate seal affixed to it.

(e) Offers that reject any of the representations, certifications, terms, conditions, or provisions of the solicitation, may be excluded from consideration.