4-06 Exhibit D 33-D.pdf

Solicitation No. 2097807

DART Form 33D Page 1 of 7 Exhibit D

DALLAS AREA RAPID TRANSIT

EXHIBIT D

SPECIAL PROVISIONS

Table of Contents

1 ADDITIONAL DEFINITIONS (D-200.11A, AUG 90)

2 INDEFINITE DELIVERY/INDEFINITE QUANTITY (D-200.01B, JAN 17)

3 ORDERING (D-200.05A, NOV 05)

4 BASIC ORDERING AGREEMENT (D-200.01D, JAN 02)

5 NOTICE TO PROCEED (D-200.02A, MAR 02)

6 TERM OF CONTRACT (D-200.03A, JUN 06)

7 AVAILABILITY OF FUNDS (MULTI-TERM) (D-200.24A, JAN 02)

8 OPTION TO EXTEND TERM (6-303.02, FEB 04)

9 DELIVERY (D-200.04, JAN 02)

10 INVOICING AND PAYMENT (D-200.07A, JUN 01)

11 COMMUNICATIONS (D-200.21B, JAN 02)

12 CONTRACT IDENTIFICATION NUMBER (D-200.21A, AUG 04)

13 FIVE STAR CUSTOMER SERVICE (D-700.01, APR 15)

14 U.S. DEPARTMENT OF HOMELAND SECURITY’S E-VERIFY SYSTEM (D-700.02, APR 15)

15 TARIFFS AND DUTIES

1 Additional Definitions (D-200.11A, AUG 90)

As used throughout this contract, the following terms shall have the meaning as set forth below.

(a) D/FW Consolidated Metropolitan Statistical Area (D-200.11B, AUG 90)

The D/FW CMSA (Dallas/Fort Worth Consolidated Metropolitan Statistical Area) includes the following nine

(9) Texas counties: Collin, Dallas, Denton, Ellis, Johnson, Kaufman, Parker, Rockwall and Tarrant.

(b) DART Service Area (D-200.11C, SEP 96)

The DART Service Area includes the following thirteen (13) Texas cities: Addison, Carrollton, Cockrell Hill, Dallas, Farmers Branch, Garland, Glenn Heights, Highland Park, Irving, Plano, Richardson, Rowlett, and University Park.

(c) Work Day (D-200.11D, NOV 05)

“Work day” is defined as any day Monday through Friday, except Authority designated holidays. Holidays that fall on a Saturday are observed on the Friday before the holiday. Holidays that fall on a Sunday are observed the following Monday.

DART Form 33D Page 2 of 7 Exhibit D

2 Indefinite Delivery/Indefinite Quantity

(a) This is an indefinite delivery, indefinite quantity contract for the supplies or services specified elsewhere in the contract. The quantities of supplies and services specified are estimates only and are not guaranteed to be purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Authority, when and if ordered, a maximum of $175,000 worth of goods and services. The Authority shall order a minimum of $50,000 worth of goods and services.

(c) Except for any limitations on quantities, which may be specified elsewhere in this contract, there is no limit on the number of orders that may be issued.

(d) Orders issued during the effective period of this contract, but not completed within that period, shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Authority's rights and obligations with respect to that order, to the same extent as if the order were completed during the contract's effective period.

3 Ordering (D-200.05A, NOV 05)

(a) Any supplies and services to be furnished under this contract shall be obtained by the issuance of orders. The Contracting Officer and his designated representative(s) are the only individuals with the authority to place orders against this contract.

(b) All orders are subject to the terms and conditions of this contract. In the event of conflict between an order and this contract, the contract shall control.

(c) If mailed, an order is considered "issued" when the Authority deposits the order in the mail.

(d) Additionally, orders may be issued by telephone followed by a written order, by electronic mail with an attached order, or by facsimile.

4 Basic Ordering Agreement (D-200.01D, JAN 02)

(a) This is a Basic Ordering Agreement for the services specified, and effective for the period stated, in the Schedule. The extent to which the Authority shall issue task orders for the services of the types specified in the Schedule are dependent upon the Authority’s needs/requirements. No services or work are purchased by this Basic Ordering Agreement. Performance of any work shall only occur upon the Authority’s issuance of task orders under the Basic Ordering Agreement. If the Authority’s requirements do not result in issuance of any orders to a contractor under the Basic Ordering Agreement, that fact shall not constitute the basis for an equitable price adjustment.

DART Form 33D Page 3 of 7 Exhibit D

(b) Performance shall be made only as authorized by orders issued in accordance with the Ordering and Price Limitation clause. Subject to any limitations in the Ordering and Pricing Limitation clause or elsewhere in this Agreement, the Contractor shall furnish to the Authority the services specified in the Schedule and called for by orders issued in accordance with the Agreement. The Authority may issue orders requiring delivery to multiple destinations.

(c) In the event that the Contractor(s) cannot provide the requested services within the DART required time frame, the Authority reserves the unilateral right to procure the services from any other source it deems capable of providing those services.

(d) Any order issued during the effective period of this agreement and not completed within the time period shall be completed by the Contractor within the time specified in the order. The Agreement shall govern the Contractor’s and Authority’s rights and obligations with respect to that order to the same extent as if the order were completed during the Agreement’s effective period.

5 Notice to Proceed (D-200.02A, MAR 02)

The Contractor shall not proceed with any work required under this contract without a written Notice to Proceed from the Authority. Any work performed or expenses incurred by the Contractor prior to the Contractor's receipt of Notice to Proceed shall be entirely at the Contractor's risk.

6 Term of Contract (D-200.03A, JUN 06)

The term of this contract shall be 2 years from the Notice to Proceed.

7 Availability of Funds (Multi-Term) (D-200.24A, JAN 02)

Funds are not presently available for performance under this contract beyond the current fiscal year. The Authority's obligation for performance of this contract beyond the current fiscal year is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Authority for any payment may arise for performance under this contract beyond the current fiscal year, until the Contractor receives notice of availability of funds, in writing, from the Contracting Officer.

8 Option to Extend Term (6-303.02, FEB 04)

(a) The Authority may extend the term of this contract by written notice to the Contractor within the time specified in the contract. If feasible, the Authority shall give the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Authority to an extension, and any absence of notice shall not affect the validity of any exercise of the option to extend the term of this contract.

(b) If the Authority exercises this option, the extended contract shall be considered to include this option provision.

DART Form 33D Page 4 of 7 Exhibit D

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 2 years & 3 months. Or (27 months)

9 Delivery (D-200.04, JAN 02)

(a) Delivery Period (D-200.04A, AUG 90)

(b) Single Delivery Site (D-200.04C)

The delivery site is located at Dallas Area Rapid Transit, 1401 Pacific Avenue, Dallas, Texas 75202.

(c) Delivery Days/Hours (D-200.04G, APR 05)

Unless otherwise agreed to by the parties, delivery shall occur Monday through Friday from 8AM until 4PM local Dallas, Texas, time, except Authority-designated holidays.

(d) Loading Dock (D-200.04H, AUG 90)

A loading dock shall be available for the purpose of unloading of supplies.

(e) Examination of Supplies Only Upon Delivery/Not Acceptance (D-200.04J, AUG 90)

Upon delivery of the supplies the Authority may examine the supplies for the sole purpose of identifying types and verifying quantities, but such examination shall not constitute inspection or acceptance and shall not limit the rights of the Authority under any other provision of this contract.

(f) Delivery F.O.B. Destination (D-200.04K, AUG 90)

All deliveries shall be made F.O.B. destination, within the Authority's premises. The term "F.O.B.

destination, within the Authority's premises," as used in this clause, means free of expense to the Authority delivered and laid down within the doors of the Authority's premises, including delivery to specific rooms within a building if so specified. The Contractor shall –

(1) pack and mark the shipment to comply with specifications; or if the specifications do not contain specific packing or marking instructions, pack and mark the shipment in accordance with prevailing commercial practices and in such a manner to as sure delivery in good condition and as required by this contract;

(2) prepare and distribute commercial bills of lading;

DART Form 33D Page 5 of 7 Exhibit D

(3) deliver the shipment in good order and condition to the point of delivery specified in the contract;

(4) be responsible for any loss of and/or damage to the goods occurring before receipt of the shipment by the Authority at the delivery point specified in the contract;

(5) furnish a delivery schedule and designate the mode of delivering carrier; and

(6) pay and bear all charges to the specified point of delivery.

10 Invoicing and Payment (D-200.07A, JUN 01)

(a) Invoices may be submitted once per month to:

DART

apinvoices@dart.org and shall conform to policies or regulations adopted from time to time by the Authority. Invoices shall be legible and shall contain, as a minimum, the following information: (1) the contract and order number (if any); (2) a complete itemization of all costs including quantities ordered and delivery order numbers (if any); (3) any discounts offered to the Authority under the terms of the contract; (4) evidence of the acceptance of the supplies or services by the Authority; (5) unique traceable invoice number(s); and (6) any other information necessary to demonstrate entitlement to payment under the terms of the contract.

Failure to provide the above critical information may result in the rejection and return of the invoice for resubmission with complete data.

(b) Subject to the withholding provisions of the contract, payment shall be made within 30 days after the Authority's receipt of a properly prepared invoice.

11 Communications (D-200.21B, JAN 02)

(a) Official communications in connection with this Contract shall be in writing and delivered either personally, by facsimile, or by regular, registered or certified mail addressed to the assigned DART Contract Specialist. Telephone calls may be used to expedite communications, but they shall not be considered "official" unless confirmed in writing.

(b) A communication shall be deemed to have been "received" when it is in the actual possession of the person to whom it is addressed or that person's designated agent. For purposes of fixing the date and time of actual receipt, that date and time shall be placed on the communication and become part of the communication for the record.

mailto:apinvoices@dart.org

DART Form 33D Page 6 of 7 Exhibit D

12 Contract Identification Number (D-200.21A, AUG 04)

The contract number shown on the Solicitation, Offer and Award Form, shall be clearly displayed on all correspondence, invoices and submittals.

13 Five Star Customer Service (D-700.01, APR 15)

As part of DART’s Five Star Customer Service initiative, we strive to create exemplary and distinctive interactions and experiences for our customers and the communities within which we provide mass transportation services. We aim to provide vehicles, facilities, security, technology, communications and services that are world class. As a Contractor with DART, we look to you via the supply of these specified services and/or materials to help us achieve our goal of extraordinary customer service.

14 U.S. Department of Homeland Security’s E-Verify System (D-700.02, APR 15)

By entering into this Contract, the Contractor certifies and ensures that it utilizes and will continue to utilize, for the term of this Contract, the U.S. Department of Homeland Security’s E-Verify system to determine the eligibility of:

1. All persons employed to perform duties within Texas, during the term of the Contract; and

2. All persons (including subcontractors) assigned by the Respondent to perform work pursuant to the Contract, within the United States of America.

The Contractor shall provide, upon request of DART, an electronic or hardcopy screenshot of the confirmation or tentative non-confirmation screen containing the E-Verify case verification number for attachment to the Form I-9 for the three most recent hires that match the criteria above, by the Contractor, and Contractor’s subcontractors, as proof that this provision is being followed.

15 Tariffs and Duties

Unless otherwise provided in this contract, the contract price includes all applicable Federal, State, local taxes, tariffs, duties, and related import fees.

1. The Contractor represents that all unit prices for goods and materials furnished under this contract imported from outside of the United States include all applicable taxes, tariffs, duties, and related import fees in effect on the contract date.

2. At the time of each shipment for goods and materials required for the performance of this contract, the Contractor shall furnish the Authority with proof of customs entry documentation

(https://www.cbp.gov/sites/default/files/assets/documents/2023-

Nov/CBP%20Form%207501.pdf or equivalent), commercial invoices, and packing lists evidencing payment of all duties, tariffs, and fees imposed on imported goods and materials.

3. Unless the contract explicitly provides otherwise, the Contractor will not be reimbursed by the

Authority for applicable taxes, duties, tariffs or related import charges on goods and materials required for the performance of this contract that are in effect on the contract date. The

Contractor agrees all such charges are already included in the contract price.

4. If, after the contract date, new or increased applicable federal, state, local tax, tariffs, or duties, which were previously excluded on the contract date, is imposed on goods or materials required for the performance of this contract that the Contractor is now required to pay or bear as the result of legislative, judicial, or administrative action taking effect after the contract date, the https://nam12.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.cbp.gov%2Fsites%2Fdefault%2Ffiles%2Fassets%2Fdocuments%2F2023-Nov%2FCBP%2520Form%25207501.pdf&data=05%7C02%7COGarcia-Benavides%40dart.org%7C1f4297480938401d7cfa08ddae86b682%7C4bdf42008d79408b940dbdc4a1c9bfaa%7C0%7C0%7C638858615794047900%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=Pw6jiNyug2242%2FzLhNpTiD96Oz3QVwpGcZ1qbQ%2F6dx0%3D&reserved=0 https://nam12.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.cbp.gov%2Fsites%2Fdefault%2Ffiles%2Fassets%2Fdocuments%2F2023-Nov%2FCBP%2520Form%25207501.pdf&data=05%7C02%7COGarcia-Benavides%40dart.org%7C1f4297480938401d7cfa08ddae86b682%7C4bdf42008d79408b940dbdc4a1c9bfaa%7C0%7C0%7C638858615794047900%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=Pw6jiNyug2242%2FzLhNpTiD96Oz3QVwpGcZ1qbQ%2F6dx0%3D&reserved=0

DART Form 33D Page 7 of 7 Exhibit D

Contractor may submit a request for an Equitable Adjustment, provided Contractor state in writing that:

a. The contract price does not include any contingency for such tax, tariffs, or duties; and

b. The liability for such was not incurred through the Contractor’s fault, negligence, or failure to follow instructions of the Contracting Officer.

The Contractor shall also submit adequate customs entry documentation or equivalent, itemizing the new applicable federal, state, local tax, tariffs, duties, or import fees the Contractor must pay. Any such equitable adjustment request shall be negotiated and, if agreed, incorporated via a contract modification under the Equitable Adjustments and/or Change Orders provisions of the contract. No adjustment shall be made in the contract price under this clause unless the amount of the adjustment exceeds $250.

5. The Contractor agrees the contract price shall be decreased by the amount of any federal, state, local taxes, tariffs, duties, or related import fees for which the Contractor obtains a refund or drawback, as the result of legislative, judicial, or administrative action taking effect after the contract date.

6. The Contractor agrees that the contract price shall be decreased by the amount of any federal, state, local taxes, tariffs, duties, or related import fees that the Contractor does not obtain a refund of, through the Contractor’s fault, negligence, or failure to follow instructions of the

Contracting Officer.

7. The Contractor shall promptly notify the Contracting Officer of all matters relating to any federal, state, local taxes, tariffs, duties, or related import fees that reasonably may be expected to result in either an increase or decrease in the contract price and shall take appropriate action as the

Contracting Officer directs.

8. The Authority shall, without liability, furnish evidence appropriate to establish exemption from any federal, state, or local tax, tariffs, duties, or related import fees when the Contractor requests such evidence and reasonable basis exists to sustain the exemption.

9. The Authority reserves the right to audit all customs and import records related to this contract under the Examination and Retention of Records provision of the contract to verify accuracy of all

Contractor declared tariffs/duties and compliance with this clause.

If this certification is falsely made, the Contract may be immediately terminated, at the discretion of the Authority and at no fault to the Authority, with no prior notification. The Contractor shall also be responsible for the costs of any re-solicitation that the Authority must undertake to replace the terminated Contract.