METROPOLITAN TRANSIT AUTHORITY INVITATION FOR BIDS FOR PURCHASE OF NON-REVENUE SUPPORT VEHICLES METRO INVITATION FOR BIDS NO.

METROPOLITAN TRANSIT AUTHORITY INVITATION FOR BIDS FOR PURCHASE OF NON-REVENUE SUPPORT VEHICLES METRO INVITATION FOR BIDS NO. 4018000101 Bidder s signature n Invitatin fr Bids (Sectin II Frms fr Bidding/Award) cnstitutes acceptance f a cntract that may result frm this slicitatin. Cntract award/executin may be made by METRO withut discussin. METRO FUNDING 100% IMPORTANT Ntice t Bidder All respnses t this slicitatin shall be delivered r mailed t: Metrplitan Transit Authrity Prcurement Divisin Plan Rm 1900 Main Street Hustn, Texas 77002 r P.O. Bx 61429 Hustn, Texas 77208-1429 AND must be labeled as indicated belw: Upper Left Crner f Envelpe Must Indicate: Bidder/Cntractr Name and Address Lwer Left Crner f Envelpe Must Indicate: Slicitatin Title & Number, Due Date, and Due Time METRO des nt accept electrnic bid/prpsal submissins at this time. Only physical, hardcpy dcuments are accepted. i

TABLE OF CONTENTS SECTION I BIDDING REQUIREMENTS AND INSTRUCTIONS... iii 1 INVITATION FOR BIDS SUMMARY...iii 2 SUMMARY OF BID FORMS SUBMISSION... v SECTION II - FORMS FOR BIDDING/AWARD... 1 1 BID AND AWARD FORM... 1 2 BID/CONTRACT AMOUNT, ITEMS AND PRICES... 2 SECTION III - DELIVERIES OR PERFORMANCE ARTICLES... 3 1 DEFINITIONS... 3 2 CONTRACT PERIOD... 3 3 DELIVERY REQUIREMENTS... 3 4 TEXAS ETHICS COMMISSION (TEC) ELECTRONIC FILING... 4 SECTION IV - INSPECTION AND ACCEPTANCE ARTICLES... 5 1 INSPECTION... 5 SECTION V - CONTRACT ADMINISTRATION DATA ARTICLES... 6 1 COMPENSATION... 6 2 NOTICES... 6 SECTION VI - INSURANCE ARTICLES... 7 1 CONTRACTOR'S INSURANCE... 7 2 INDEMNIFICATION AGREEMENT... 7 SECTION VII - SMALL BUSINESS PROGRAM ARTICLES... 8 SECTION VIII - SPECIAL TERMS AND CONDITIONS ARTICLES... 9 1 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR... 9 2 COMMERICAL WARRANTY... 9 3 INTER-LOCAL/COOPERATIVE PURCHASE... 9 4 MOST FAVORED CUSTOMER... 9 5 NEW MATERIAL... 9 SECTION IX - GENERAL TERMS AND CONDITIONS ARTICLES... 10 1 ACCEPTANCE... 10 2 ACCESS TO RECORDS... 10 3 ACCESS REQUIREMENTS FOR INDIVIDUALS WITH DISABILITIES... 10 4 ASSIGNMENT... 10 5 CHANGES... 10 6 CONTRACT ORDER OF PRECEDENCE... 11 7 CONTRACTOR NON DISCRIMINATION... 11 8 DISSEMINATION OF CONTRACT INFORMATION... 11 9 DISPUTES... 11 10 EQUAL OPPORTUNITY FOR VEVRAA PROTECTED VETERANS... 12 11 ETHICAL CONDUCT... 14 12 FORCE MAJEURE... 14 13 INTERPRETATION, JURISDICTION AND VENUE... 14 14 METRO DELAY OF WORK... 14 15 METRO NON DISCRIMINATION... 15 16 PAYMENTS AND DISCOUNTS... 15 17 PROHIBITED INTEREST... 15 18 TERMINATION FOR CONVENIENCE OF METRO... 15 19 TERMINATION FOR DEFAULT... 15 20 TITLE AND RISK OF LOSS... 16 21 ENTIRE AGREEMENT... 16 SECTION X - FEDERAL REQUIREMENTS ARTICLES NOT APPLICABLE... 17 SECTION XI - EXHIBITS... 18 1 EXHIBIT A SCOPE OF SERVICES... 18 2 EXHIBIT B CONTRACTOR'S RELEASE... 38 3 EXHIBIT C CERTIFICATION OF RESTRICTIONS ON LOBBYING... 39 4 EXHIBIT D DEBARMENT AND SUSPENSION FORM... 40 5 EXHIBIT E CODE OF ETHICS OF THE METROPOLITAN TRANSIT AUTHORITY... 41 ii

SECTION I - BIDDING REQUIREMENTS AND INSTRUCTIONS 1 INVITATION FOR BIDS SUMMARY IFB NO.: 4018000101 IFB ISSUE DATE: February 25, 2018 PROJECT NAME: PURCHASE OF NON-REVENUE SUPPORT VEHICLES ISSUED BY: Metrplitan Transit Authrity f Harris Cunty (METRO) SUBMIT INQUIRIES BY WRITING OR CALLING: (N cllect calls accepted): METROPOLITAN TRANSIT AUTHORITY Prcurement Divisin NAME: LATONJA P. WARE TITLE: SENIOR CONTRACT ADMINISTRATOR Hustn, Texas 77002 TELEPHONE: (713) 739-4884 P.O. Bx 61429 Hustn, Texas 77208-1429 METRO Prcurement Web site: http://www.ridemetrapp.rg/prcurement/ E-MAIL: lw37@ridemetr.rg BID OPENING TIME/LOCATION: Sealed bids in riginal frm fr wrk described herein are due by 2:00pm lcal time n March 28, 2018. Bids will be publicly pened and read alud n March 29, 2018 @ 10:00am at the METRO Prcurement Office Plan Rm, 2 nd flr, 1900 Main St., Hustn, Texas 77002. APPROVAL OF CONTRACT: If required by the METRO Prcurement Manual, award f a cntract evlving frm this slicitatin shall be cntingent upn the prir receipt f written apprval frm the METRO Bard f Directrs. N cntractual agreement shall be binding n METRO until this apprval has been btained. It shall be the respnsibility f firms respnding t this slicitatin t mnitr Bard award decisins. All persns and/r entities respnding t this slicitatin hereby acknwledge the cntract award requirement enumerated in this Paragraph. Anticipated Bard Items are psted n METRO s web site at http://www.ridemetr.rg/abutus/bard/meetings.aspx BID EVALUATION AND AWARD: Fr the purpses f award, METRO will cnsider the ttal line item amunt. An award f a firm fixed price cntract(s) will be made t the respnsive respnsible bidders whse bid cnfrms t the requirements f this Slicitatin. The lwest price bidder is nt guaranteed that it will receive the METRO cntract award. METRO reserves the right t reject any and all bids, t waive any infrmalities in bids received and the right t reject all nncnfrming, nn-respnsive r cnditinal bids. Unless stated elsewhere in this slicitatin, the bidding f equivalents is nt permitted and will be cause fr bid rejectin. Alternate/multiple bids will nt be cnsidered. Bids in which prices are bviusly unbalanced may be rejected. Bids cntaining apparent clerical mistakes such as discrepancy between unit bid price and the price extensin r the sum f the extended amunts and the ttal bid price, r ther apparent clerical mistakes, will be reslved by the Cntract Administratr in accrdance with the Errrs in Bids prcedures cntained in METRO's Prcurement Manual in Chapter 4. CONFLICTS DISCLOSURE: Vendrs ding business with METRO r seeking t d business with METRO are required t file a cmpleted questinnaire (FORM CIQ) disclsing the vendr s affiliatins r business relatinship with any Bard Member, lcal gvernment fficer (r his r her family member). Frm CIQ is available n METRO s website at http://www.ridemetr.rg/pages/cnflictsdisclsure.aspx. DIRECTIONS FOR SUBMITTING BIDS: See cver page f this Slicitatin fr delivery r mail instructins. Bids must be submitted in a sealed envelpe, and clearly marked as indicated n the cver page f this dcument. Bids nt identified as instructed may result in the premature pening f, r failure t pen a bid. METRO must receive a bid n later than the time and date indicated in the Paragraph abve. Electrnic, facsimile (fax) r emailed bids are nt authrized. DISCOUNTS: N discunts fr prmpt payment will be cnsidered in the evaluatin f bids. DISPUTES: Reslutin f any dispute between METRO and the Cntractr after award f the Cntract can be reslved using ne f the fllwing methds: 1) Internal METRO Cntract Disputes Appeals Cmmittee cnsisting f three METRO individuals (nt assciated with the Cntract) t hear the dispute and make a recmmendatin t the President & Chief Executive Officer; r, 2) Outside third-party nnbinding arbitratin fr which the cst is shared equally by METRO and the Cntractr. The bidder shuld select n the bid/award frm which methd t be used. The METRO Cntract Disputes Appeals Cmmittee methd shall be used if the bidder fails t select a methd. The full text f these dispute reslutin methds are cntained in METRO's Prcurement Manual and a cpy is available upn request frm the Cntract Administratr identified abve. EXPLANATION TO BIDDER/AMENDMENTS: Any explanatin desired by a bidder regarding the meaning r interpretatin f this Slicitatin must be requested in writing and received by METRO COB March 19, 2018. METRO s respnse will be issued as an amendment and will be furnished t all prspective bidders. METRO may als issue amendments when a slicitatin is changed. iii

The bidder must acknwledge receipt f every amendment issued by METRO in the space prvided n the amendment frm itself and submit a signed cpy f all amendments with the bid, r send a letter f amendment acknwledgement t be received by METRO befre the time set fr pening f bids. Oral explanatins r instructins given befre the award f the cntract will nt be binding. FEDERAL FINANCIAL ASSISTANCE: Shuld this prcurement be subject t the availability f federal financial assistance frm the Federal Transit Administratin (FTA), all federal requirements such as Buy America, Carg Preferences, and Restrictin n Lbbying will be included in the resultant Cntract. Refer t Sectin II - Frms fr Bidding/Prpsing and submit with bid. Failure t submit these Frms may make yur bid nn-respnsive. LATE BIDS, MODIFICATION OR WITHDRAWAL OF BIDS: Any bid r mdificatin f bid received at the METRO ffice designated in the Invitatin fr Bids after the exact time specified fr receipt will nt be cnsidered. Late bids received will be retained unpened and filed with unsuccessful bids in the fficial cntract file. OTHER BIDDING INFORMATION: This Slicitatin is issued in accrdance with METRO's Cmpetitive Bidding Prcedures. Any questin(s)/issue(s) which may arise nt specifically addressed herein will be decided and reslved in accrdance with these METRO prcedures. PREPARATION OF BID: A bid shall be signed and submitted n the frms furnished, r cpies cntaining all terms and cnditins theref. Bids received withut an riginal signature r withut acknwledgement f receipt f all amendments may be rejected as nn-respnsive. Electrnic, facsimile (fax) r emailed bids are nt authrized. PROHIBITION ON LOBBYING: N bidder shall, directly r indirectly, engage in any cnduct (ther than the submissin f the bid r ther prescribed submissins and/r presentatins befre the Evaluatin r Selectin Cmmittees) t influence any emplyee f METRO r any member f the Metrplitan Transit Authrity Bard f Directrs cncerning the award f a cntract as a result f this slicitatin. Vilatin f this prhibitin may result in disqualificatin f the bidder frm further participatin in the slicitatin fr the services r gds sught herein r frm participatin in future METRO slicitatins r cntracts. The cmmunicatin blackut perid shall cmmence frm the issue f a slicitatin thrugh cntract award. The Cntract Administratr is the nly METRO representative authrized t cmmunicate with firms r their representatives during the blackut perid. PROTESTS: A cmplete cpy f the prtest prcedures can be btained by submitting a written request t the Cntract Administratr fr this slicitatin. Each prtest r bjectin t the slicitatin dcuments shall be submitted fr reslutin t the Chief Prcurement Officer. Each such prtest shall be in writing and shall be supprted by sufficient infrmatin as set frth in Chapter 12 f METRO's Prcurement Manual t enable the prtest t be cnsidered. A prtest r bjectin based upn restrictive specificatins, alleged imprprieties, terms, cnditins r frm f a prpsed prcurement actin prir t bid pening, shall be submitted s that it is received by METRO n later than five (5) calendar days prir t the specified bid pening date. A prtest cncerning award decisins, including bid evaluatins, shall be submitted s that it is received within five (5) calendar days after the interested party knws, r thrugh exercise f reasnable diligence shuld have knwn, whichever is earlier, f the grunds fr the prtest, fllwing bid pening. The prtester must exhaust its administrative remedies by pursuing METRO s prtest prcedures t cmpletin prir t appealing METRO s decisin t the Federal Transprtatin Administratin (FTA). PUBLIC NOTICE OF SOLICITATION RESULTS: The anticipated METRO Bard meeting mnth fr apprval f a cntract resulting frm this slicitatin will be frthcming. It is the respnsibility f the bidder t check METRO s website fr ntices n the specific dates fr METRO Bard meetings. All bidders f this slicitatin and METRO hereby agree that this prvisin shall serve as the minimum required actin by the bidder tward exercising due diligence in btaining the results f this slicitatin. The requirement f apprval by the METRO Bard f Directrs fr any particular slicitatin is dependent upn several factrs. Hwever, all bidders shall be required t check the METRO web site regarding whether r nt the slicitatin assciated with their bid requires apprval by the METRO Bard f Directrs. All persns and/r entities respnding t this slicitatin hereby acknwledge the public ntice f slicitatin results enumerated in this Paragraph. METRO Bard meeting ntices are psted n METRO s website at: http://www.ridemetr.rg/abutus/bard/meetings.aspx REGISTRATION ON PROCUREMENT WEBSITE: All bidders/prpsers MUST register n METRO's prcurement website at http://www.ridemetrapp.rg/prcurement/ t ensure that they receive the latest slicitatins and updates via their registered e-mail address. SMALL BUSINESS PARTICIPATION GOAL: METRO has adpted a Small Business Enterprise Prgram t encurage the participatin f Small Business enterprises in cntracting activities thrugh race-gender neutral means. METRO sets Small Business Participatin gals n its cntracts. Small Business Participatin gals can be satisfied by METRO-certified Small Businesses (SBE), Texas Unified Certificatin Prgram (TUCP)-certified Disadvantaged Business Enterprises (DBE), r a cmbinatin f bth. All references t Small Businesses in this dcument include Disadvantaged Business Enterprises. This slicitatin has a 0% Small Business Participatin gal. Cpies f METRO s Small Business Prgram can be btained upn request. TAXES: METRO is exempt frm payment f Federal Excise and Transprtatin Tax and the Texas Limited Sales, Excise and Use Tax. The Cntractr s invice(s) shall nt cntain assessments f any f these taxes. iv

2 SUMMARY OF BID FORMS SUBMISSION Insert requested infrmatin and sign and date where indicated. SUBMIT WITH COMPLETED BID Bid and Award frm Sectin II, Article 1, with selected Dispute Reslutin Prcess * Bid/Cntract Amunt, Items and Prices frm Sectin II, Article 2 Cntractr s Release frm Sectin XI, Exhibit B Certificatin f Restrictins n Lbbying frm Sectin XI, Exhibit C Debarment and Suspensin Certificatin frm Sectin XI, Exhibit D Selected Methd f Disputes Reslutin Prcess Sectin IX, Article 9, with selected prcess bx initialed * Bidder must indicate the bid amunt in figures and wrds SUBMIT ONLY IF APPLICABLE Evidence f attainment f prper license r permit, if special licensing r permitting is required by federal, state r lcal law r rdinance. v

SECTION II - FORMS FOR BIDDING/AWARD 1 BID AND AWARD FORM METROPOLITAN TRANSIT AUTHORITY OF HARRIS COUNTY TEXAS Fr: INVITATION FOR BIDS PURCHASE OF NON-REVENUE SUPPORT VEHICLES OFFER (T be cmpleted by Bidder) In cmpliance with the abve-referenced Invitatin fr Bids, the undersigned agrees, if this ffer is accepted within ninety (90) calendar days frm receipt f bids, t furnish any r all items listed in Sectin II, Bid/Cntract Amunt, Items and Prices, upn which prices are ffered. The undersigned further agrees t deliver at the designated delivery pint and within the time specified in Sectin III, and in accrdance with the Cntract dcuments. This slicitatin cnsists f Sectins I thrugh XI. The resulting cntract will cnsist f this frm and Sectins II thrugh XI By signing this bid, the bidder/cntractr represents the fllwing: (1) the business/cmpany cntracting with METRO is in gd standing with the state f Texas; (2) the business/cmpany is authrized t transact business in the state f Texas; and (3) the business/cmpany des nt have any utstanding debts (including, but nt limited t, tax liens) that affect Cntractr s ability t transact business in the state f Texas. If requested by METRO, the bidder/cntractr shall prvide METRO prf t supprt the abve representatins. DISPUTE RESOLUTION PROCESS: SMALL BUSINESS PROGRAM (SBP): DISCOUNT FOR PROMPT PAYMENT: (Select One) METRO Cntract Disputes Appeal Cmmittee % SB Participatin Gal % 10 DAYS % DAYS Nn-binding 3rd Party Arbitratin OFFERER COMPANY NAME AND ADDRESS: SIGNATURE OF OFFEROR: By: EMAIL: (MUST BE SIGNED BY AUTHORIZED PERSON) NAME: TITLE: PHONE: ( ) FAX NO.: ( ) DATE: ====================================================================================================== AWARD (T be cmpleted by METRO) SUBMIT INVOICES TO: Metrplitan Transit Authrity f Harris Cunty Attentin: Accunts Payable, 5 th Flr P.O. Bx 61429, Hustn, TX 77208-1429 CONTRACT NO.: ITEM NO. AWARDED: AWARD AMOUNT: BUDGET NO.: PAYMENT BY: 2-WAY MATCH: 3-WAY MATCH PROJECT MANAGER: APPROVED AS TO FORM: NAME: Cydnii Fairfax TITLE: Executive Vice President & General Cunsel APPROVED BY: NAME: Michael Kyme TITLE: Chief Prcurement Officer NAME: Debbie Sechler TITLE: Executive Vice President, Administratin NAME: Arthur C. Smiley III TITLE: Chief Financial Officer ATTEST: 1

2 BID/CONTRACT AMOUNT, ITEMS AND PRICES The bidder agrees t furnish all resurces necessary t supply and deliver (FOB Destinatin) material at the bid price(s) belw: MATERIAL ITEM NO. 1. DESCRIPTION Medium Duty Enclsed Carg Truck (See EXHIBIT A) UNIT f Measure EA EST QUANTITY 1 UNIT BID PRICE EXTENDED BID PRICE 2. Lite Duty Armred Truck with Carg Bdy (See EXHIBIT A1) EA 2 3. Medium Duty Flat Bed Truck with Articulating Crane (See EXHIBIT A2) EA 1 4. Medium Duty Flat Bed Truck (See EXHIBIT A3) EA 1 5 Plice Mtrcyles (See EXHIBIT A4) EA 3 6. Uplift Plice Mtrcyles w/lighting EA 3 **METRO will cnsider ttal line item bid amunts. 2

SECTION III - DELIVERIES OR PERFORMANCE ARTICLES 1 DEFINITIONS A. METRO shall mean Metrplitan Transit Authrity f Harris Cunty, Texas. B. The term President & Chief Executive Officer means the President & Chief Executive Officer f the Metrplitan Transit Authrity and the term the duly authrized representative means any persn specifically authrized t act fr the President & Chief Executive Officer. These representatives are authrized t bligate METRO by executing this Cntract, and any mdificatin theret. C. The term Cntracting Officer means the Cntract Administratr wh has been designated the respnsibility, by the METRO Chief Prcurement Officer, fr verall administratin f the cntract, excluding the executin f cntract mdificatins. D. The term METRO Prject Manager means the technical representative wh has been designated t act n behalf f METRO in mnitring and assessing the cntractr s services and/r technical perfrmance and prgress; inspecting and peridically reprting n such perfrmance and prgress during the stated perid f perfrmance, and finally certifying as t the acceptability f the cntract Wrk in its entirety r any prtin theref, as required by the cntract dcuments. E. Depending n the disputes reslutin prcess selected by the Cntractr at the time f bidding: 1. The term Cntract Disputes Appeals Cmmittee means the METRO administrative bdy designated by the President & Chief Executive Officer t hear a Cntractr's appeal submitted under the Disputes Article f this Cntract. 2. The term Arbitratr means the individual selected by bth METRO and the Cntractr t hear an appeal submitted under the Disputes Article f this Cntract. F. The term Wrk means all cnstructin, labr, materials, equipment, and cntractual requirements as specified, r indicated in the Cntract dcuments, including all alteratins, amendments, r extensins theret made by authrized changes. G. The term Cntractr shall mean the individual, partnership, crpratin, rganizatin, r assciatin cntracting with METRO t furnish all materials, gds and wrk defined herein. As may be used herein, the terms Cntractr and Cnsultant are synnymus. H. The term subcntract means any agreement including purchase rders (ther than ne invlving an emplyer emplyee relatinship) entered int between the Cntractr and a subcntractr calling fr services, labr, equipment, and/r materials required fr Cntract perfrmance, including any mdificatins theret. I. The terms subcntractr and subcntractr and supplier mean any individual, partnership, firm, crpratin r jint venture that cntracts with the Cntractr t furnish services, labr, equipment and/r materials under this Cntract. As used herein, the terms subcntractr and subcntractr and supplier are synnymus. 2 CONTRACT PERIOD The verall perfrmance perid fr this Cntract shall be until September 30, 2018; at which time the Cntract is cnsidered cmplete unless therwise extended, mdified r terminated by METRO in accrdance with the terms and cnditins f this Cntract. 3 DELIVERY REQUIREMENTS A. The item(s) shall be delivered by September 30, 2018 t the fllwing F.O.B. destinatin pint: METROPOLITAN TRANSIT AUTHORITY Field Service Center Attentin: Keith McRight 1215 Labc Hustn, Texas 77029 Telephne N: 713-615-6208 B. Deliveries may be made between the hurs f 6:00 a.m. and 4:00 p.m., Mnday thrugh Friday except n hlidays bserved by METRO. 3

4 TEXAS ETHICS COMMISSION (TEC) ELECTRONIC FILING In the event this Cntract requires the apprval f METRO s Bard f Directrs, the Cntractr shall submit t METRO, after ntificatin that METRO s Bard has authrized the Cntract and prir t final executin f the Cntract, a cmpleted, signed and ntarized Frm 1295 generated by the Texas Ethics Cmmissin's (the TEC) electrnic filing applicatin in accrdance with the prvisins f Sectin 2252.908 f the Texas Gvernment Cde and the rules prmulgated by the TEC (a Frm 1295). The Cntractr hereby cnfirms and agrees t s u bm i t such frms with the TEC thrugh its electrnic filing applicatin at: https://www.ethics.state.tx.us/whatsnew/elf_inf_frm1295.htm. 4

SECTION IV - INSPECTION AND ACCEPTANCE ARTICLES 1 INSPECTION All materials and gds furnished and wrk perfrmed pursuant t this Cntract are subject t inspectin by METRO prir t acceptance and r payment by METRO. At METRO's request, the Cntractr shall permit a representative f METRO t make inspectin f said materials, gds, and wrk during the manufacturing prcess. Hwever, such an inspectin shall in n way serve as a waiver f r an estppel t METRO's right t als inspect said materials, gds, and wrk after cmpletin by the Cntractr. All materials, gds r wrk which, in the pinin f METRO, fail t cnfrm t the required specificatins f METRO r are therwise determined by METRO t be defective may, at the discretin f METRO, be rejected and prmptly replaced by the Cntractr at the Cntractr's risk and expense r be refurbished r cmpleted by METRO, the cst f said refurbishing r cmpletin being deductible frm any payments made, due r wing t the Cntractr. 5

SECTION V - CONTRACT ADMINISTRATION DATA ARTICLES 1 COMPENSATION A. The Cntractr shall be cmpensated fr the items rdered and accepted at the firm fixed unit prices as prvided in the Bid/Cntract Amunt, Items & Prices frm in Sectin II, N. 2. B. METRO's ttal bligatin fr the satisfactry perfrmance f this Cntract shall nt exceed and /100 Dllars ($. ), less any prmpt payment discunt earned r set frth in Paragraph C. C. Prmpt payment discunt(s): 0%. In cnnectin with any discunt ffered fr prmpt payment, time shall be cmputed frm the date f receipt f a prperly prepared invice by METRO r acceptance f all materials and gds furnished and wrk perfrmed, whichever is later. Fr the purpses f cmputing the discunt earned, payment shall be cnsidered t have been made n the date that the payment is mailed r the date which an electrnic funds transfer was made. D. The Cntract price is nt subject t any adjustment shuld METRO nt rder the full quantity described as estimated. 2 NOTICES All ntices t either party by the ther shall be delivered persnally r sent by U.S. registered r certified mail, pstage prepaid, addressed t such party at the fllwing respective addresses fr each: Authrity: Cntractr: LaTnja P. Ware (Name f Cntracting Officer) METROPOLITAN TRANSIT AUTHORITY OF HARRIS COUNTY, TEXAS 1900 Main St., 8th Flr (77002) Pst Office Bx 61429 Hustn, Texas 77208-1429 and shall be deemed given n the date s delivered r s depsited in the mail, unless therwise prvided herein. Either party heret may change the abve address by sending written ntice f such change f address t the ther in the manner prvided fr abve. 6

SECTION VI - INSURANCE ARTICLES 1 CONTRACTOR'S INSURANCE N/A 2 INDEMNIFICATION AGREEMENT A. THE CONTRACTOR AGREES TO AND SHALL INDEMNIFY AND HOLD HARMLESS METRO, ITS DIRECTORS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS AND ATTORNEY S FEES, FOR BODILY INJURY, SICKNESS, DISEASE OR DEATH OF ANY PERSON, OR FOR DAMAGES TO ANY PROPERTY, INCLUDING CONSEQUENTIAL DAMAGES OR LOSS OF USE THEREOF, BROUGHT OR RECOVERABLE BY THIRD PARTIES AGAINST METRO, ITS DIRECTORS AND/OR EMPLOYEES AND ARISING OUT OF OR RESULTING FROM ANY NEGLIGENT ACT OR OMISSION BY CONTRACTOR IN THE PERFORMANCE OF THIS CONTRACT. The CONTRACTOR AGREES TO PROVIDE ACKNOWLEDGEMENT OF INDEMNIFICATION WITHIN TEN DAYS FROM RECEIPT OF DEMAND FOR INDEMNIFICATION FROM METRO. B. THE INDEMNITY PROVIDED FOR IN THIS ARTICLE SHALL HAVE NO APPLICATION TO ANY CLAIM, LOSS OR DAMAGE, CAUSE OF ACTION, SUIT OR LIABILITY BROUGHT OR RECOVERABLE AGAINST METRO, ITS DIRECTORS AND/OR EMPLOYEES TO THE EXTENT THE INJURY, DEATH OR DAMAGE RESULTS SOLELY FROM A GROSS NEGLIGENT ACT OR WILLFUL BEHAVIOR BY METRO. 7

SECTION VII - SMALL BUSINESS PROGRAM ARTICLES NOT APPLICABLE 8

SECTION VIII - SPECIAL TERMS AND CONDITIONS ARTICLES 1 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR METRO s bligatin fr perfrmance f this Cntract is cntingent upn availability f funds frm which payment fr cntract purpses can be made. N liability n the part f METRO fr any payment may arise under this Cntract until funds are made available fr perfrmance and until the Cntractr receives ntice f availability, in writing, frm the Cntracting Officer. Any ptin exercised by METRO that will be perfrmed in whle r in part in a subsequent fiscal year is subject t availability f funds in the subsequent fiscal year and is gverned by the terms f this Article. 2 COMMERICAL WARRANTY In additin t any warranty, if any, specified in the Scpe f Services, Exhibit A, incrprated by reference, the Cntractr shall prvide its standard warranty fr services as described in the Scpe f Services. Warranty shall apply fr all materials, gds r wrk purchased under this Cntract, warranted that they will be free frm defects, will cnfrm t all applicable specificatins, and will be suited fr the intended purpse f said materials, gds r wrk. Neither acceptance f, nr payment fr said materials, gds r wrk shall cnstitute a waiver r mdificatin f any f the warranties f the Cntractr r the rights f METRO thereunder. Upn receipt f a written request by METRO the Cntractr shall submit, within furteen (14) calendar days, a cpy f its standard cmmercial warranty fr the item(s) purchased in this Cntract. 3 INTER-LOCAL/COOPERATIVE PURCHASE The Cntractr agrees that any agreement inclusive f pricing resulting frm this slicitatin is extended t ther public entities (e.g., state agency, lcal gvernment, state f Texas educatinal institutins) authrized by state law t participate under cperative prcurement cntracts r Inter-lcal Agreements with the fllwing understandings: A. Unless specifically stated therwise, any vlume f prducts r services stated in this Cntract dcument reflects nly prducts r services t be purchased by METRO and des nt include ptential purchases by ther entities. B. The Cntractr shall establish a direct relatinship with each entity cncerning the placement f rders, issuance f the purchase rder, cntractual disputes, invicing, payment and all ther matters relating r referring t such entity s access t the agreement. C. Each entity is a financially separate entity and shall be slely respnsible fr the financial cmmitments f that entity. D. METRO shall nt be held liable fr any csts, damages r ther bligatins incurred by any participating entity. E. It is the entity s decisin whether r nt t enter int an agreement with the Cntractr. F. Any purchases made by an entity shall be in accrdance with each entity s purchasing plicy and prcedures. 4 MOST FAVORED CUSTOMER The Cntractr shall vluntarily prvide METRO with the benefits f any mre favrable terms it has r negtiates with any rganizatin r facility whse circumstances and peratins are substantially the same as thse f METRO. 5 NEW MATERIAL All supplies, cmpnents, materials and equipment t be furnished under this Cntract shall be in new and unused cnditin. 9

SECTION IX - GENERAL TERMS AND CONDITIONS ARTICLES 1 ACCEPTANCE Award f this Cntract by METRO cnstitutes a binding cntract subject t the terms and cnditins set frth herein. 2 ACCESS TO RECORDS A. The Cntractr agrees t prvide METRO, the FTA Administratr, the Cmptrller General f the United States r any f their authrized representatives access t any bks, dcuments, papers and recrds f the Cntractr that are directly pertinent t this Cntract fr the purpses f making audits, examinatins, excerpts and transcriptins. The Cntractr als agrees, pursuant t 49 C.F.R. 633.17, t prvide the FTA Administratr r his authrized representatives including any Prject Management Oversight Cntractr (PMOC) access t the Cntractr s recrds and cnstructin sites pertaining t a majr capital prject, defined at 49 U.S.C. 5302(a)1, that is receiving federal financial assistance thrugh the prgrams described at 49 U.S.C. 5307, 5309 r 5311. B. The Cntractr agrees t prvide METRO, the FTA Administratr r his authrized representatives, including any PMO Cntractr, access t the Cntractr s recrds and cnstructin sites pertaining t a majr capital prject, defined at 49 U.S.C. 5302(a)1, that is receiving federal financial assistance thrugh the prgrams described at 49 U.S.C. 5307, 5309 r 5311. By definitin, a majr capital prject excludes cntracts f less than the simplified acquisitin threshld currently set at $100,000. C. Where METRO enters int a cntract fr a capital prject r imprvement (defined at 49 U.S.C. 5302(a)1) thrugh ther than cmpetitive bidding, the Cntractr shall make available recrds related t the cntract t METRO, the Secretary f Transprtatin and the Cmptrller General r any authrized fficer r emplyee f any f them fr the purpses f cnducting an audit and inspectin. D. The Cntractr agrees t permit any f the freging parties t reprduce by any means whatsever r t cpy excerpts and transcriptins as reasnably needed. E. The Cntractr agrees t maintain all bks, recrds, accunts and reprts required under this Cntract fr a perid f nt less than three (3) years after the date f terminatin r expiratin f this Cntract, except in the event f litigatin r settlement f claims arising frm the perfrmance f this Cntract, in which case the Cntractr agrees t maintain same until METRO, the FTA Administratr, the Cmptrller General, r any f their duly authrized representatives, have dispsed f all such litigatin, appeals, claims r exceptins related theret. Reference 49 CFR 18.39(i)(11). F. The FTA des nt require the inclusin f these requirements in subcntracts. 3 ACCESS REQUIREMENTS FOR INDIVIDUALS WITH DISABILITIES The Cntractr agrees t cmply with, and assures that any subcntractr r any ther third-party Cntractr under this Cntract cmplies with, all applicable requirements regarding Access fr Individuals with Disabilities cntained in the Americans with Disabilities Act f 1990 (ADA), as amended, 42 U.S.C. 12101 et seq.; Sectin 504 f the Rehabilitatin Act f 1973, as amended, 29 U.S.C. 794; 49 U.S.C. 5301(d); and any ther applicable federal regulatins, including any amendments theret. Executive Order 12873, as they apply t the prcurement f the items designated in Subpart B f 40 CFR Part 247. 4 ASSIGNMENT The rights and bligatin f the Cntractr under this Cntract may nt be transferred, assigned, subcntracted, mrtgaged, pledged, r therwise dispsed f r encumbered in any way withut METRO's prir written cnsent. 5 CHANGES A. The President & Chief Executive Officer r the duly authrized representative may, at any time, withut ntice t the sureties, if any, by written rder designated r indicated t be a change rder, make changes within the general scpe f the cntract, including any ne r mre f the fllwing: 1. Specificatins r Descriptin f services t be perfrmed, 2. Time f perfrmance (i.e., hurs f day, days f the week, etc.), 3. Place f perfrmance f the services, B. If any such change causes an increase r decrease in the cst f, r the time required fr, perfrmance f any part f this Cntract, whether r nt changed by the rder, the President & Chief Executive Officer r the duly authrized representative shall make an equitable adjustment in the Cntract price, the time f perfrmance, r bth, and shall mdify the Cntract. 10

C. The Cntractr must submit any prpsal fr adjustment under this Article within thirty (30) calendar days frm the date f receipt f the written rder. Hwever, if the President & Chief Executive Officer r the duly authrized representative decides that the facts s justify, the President & Chief Executive Officer r the duly authrized representative may receive and act upn a prpsal submitted befre final payment f the Cntract. D. Failure t agree t any adjustment shall be a dispute under the Disputes Article f this Cntract. Hwever, nthing in this Article shall excuse the Cntractr frm prceeding with the Cntract as changed. E. Except fr thse changes prperly authrized and executed as prvided in this Article, the Cntractr shall ntify the Cntracting Officer in writing prmptly within fifteen (15) calendar days frm the date that the Cntractr identifies any METRO cnduct (including actins, inactins and written r ral cmmunicatins) that the Cntractr regards as a change t the Cntract terms and cnditins. This ntificatin shall cntain all infrmatin available t the Cntractr regarding the change. Cntractr s failure t prvide ntificatin as required herein may jepardize being cmpensated fr the change if in fact a change has been made. G. The parties agree that the terms and cnditins f this Cntract may nly be mdified and/r amended by mutual agreement between the parties. Said mutually agreed upn amendment and/r mdificatin shall be written and executed by bth parties prir t becming effective. 6 CONTRACT ORDER OF PRECEDENCE In the event f an incnsistency between prvisins f this Cntract, the incnsistency shall be reslved by giving precedence in the fllwing rder: 1. Cntract Mdificatins, if any 2. Cntract Articles; 3. Scpe f Services 4. Technical Specificatins; 5. Drawings 7 CONTRACTOR NONDISCRIMINATION The Cntractr r subcntractr(s) shall nt discriminate n the basis f race, clr, natinal rigin, r sex in the perfrmance f this Cntract. The Cntractr shall carry ut applicable requirements f 49 CFR Part 26 in the award and administratin f DOT-assisted cntracts. Failure by the Cntractr t carry ut these requirements is a material breach f this Cntract, which may result in the terminatin f this Cntract r such ther remedy as METRO deems apprpriate. 8 DISSEMINATION OF CONTRACT INFORMATION The Cntractr shall nt publish, permit t be published, r distribute fr public cnsumptin, any infrmatin, ral r written, cncerning the perfrmance f this Cntract, withut prir written cnsent f METRO's President & Chief Executive Officer. Tw (2) cpies f any material prpsed t be published r distributed shall be submitted t the METRO President & Chief Executive Officer thrugh the Cntracting Officer. 9 DISPUTES The dispute methd listed belw as selected by the Cntractr n the Bid and Award frm, Sectin II, Article 1 will apply. If the Cntractr did nt select a dispute methd n the Bid and Award frm with the submissin f its bid, the METRO Cntract Disputes Appeals Cmmittee methd shall apply. METRO CONTRACT DISPUTES APPEAL COMMITTEE Any dispute cncerning a questin f fact arising under this Cntract which is nt dispsed f by agreement will be decided by the Cntracting Officer, wh will reduce his decisin t writing and mail r therwise furnish a cpy theref t the Cntractr. The decisin f the Cntracting Officer will be final unless, within ten (10) calendar days frm the date f receipt f such cpy, the Cntractr mails r therwise furnishes t the Cntracting Officer a written appeal addressed t the METRO Cntract Disputes Appeals Cmmittee. The Cntract Disputes Appeals Cmmittee will be designated by the President & Chief Executive Officer and will hear the Cntractr's appeal and make a recmmendatin t the President & Chief Executive Officer fr the final decisin. In cnnectin with any appeal prceeding under this Article, the Cntractr will be affrded an pprtunity t be heard and t ffer evidence in supprt f his appeal. The decisin f the President & Chief Executive Officer will be final and cnclusive with respect t the Cntractr's administrative remedies under this Disputes Article. Pending final decisin f a dispute hereunder, the Cntractr shall prceed diligently with the perfrmance f the Cntract and in accrdance with the Cntracting Officer's decisin. This Disputes Article des nt preclude cnsideratin f questins f law in cnnectin with decisins prvided fr abve. Nthing in this Cntract, hwever, shall be cnstrued as making final the decisin f any administrative fficial, representative, r cmmittee n a questin f law. 11

OR NON-BINDING THIRD-PARTY ARBITRATION A. Any dispute cncerning a questin f fact arising under this Cntract which is nt dispsed f by agreement will be decided by the Cntracting Officer, wh will reduce his decisin t writing and mail r therwise furnish a cpy theref t the Cntractr. The decisin f the Cntracting Officer will be final unless, within ten (10) calendar days frm the date f receipt f such cpy, the Cntractr mails r therwise furnishes t the Cntracting Officer a written appeal f the final decisin. B. Upn receipt f written appeal, an arbitratr mutually acceptable t METRO and the Cntractr shall be selected. Unless therwise agreed by the parties, arbitratrs shall be selected thrugh the American Arbitratin Assciatin. Unless therwise agreed by the parties, the arbitratr shall schedule a hearing within ten (10) days f his/her selectin. The hearing shall be infrmal but either party has the right t be represented by cunsel if it s desires. N pst hearing brief shall be filed r transcripts made. Either party may file a written statement f psitin at the hearing. There shall be n frmal rules f evidence. The hearing shall nrmally be cmpleted within ne (1) day. The arbitratr shall render a written recmmendatin within three (3) wrking days after the cnclusin f the hearing. By mutual agreement f the parties, the time fr rendering a decisin may be extended fr an additinal tw (2) wrking days. The recmmendatin f the arbitratr shall be based n the recrd befre the arbitratr and shuld include a brief written explanatin f the basis fr the recmmendatin. The written findings f the arbitratr shall be submitted t the President & Chief Executive Officer wh shall make the final decisin n the dispute. Csts f the arbitratin, including transprtatin, travel, ldging and any ther directly related charges by the arbitratr r the American Arbitratin Assciatin, shall be shared equally by METRO and the Cntractr. C. The decisin f the President & Chief Executive Officer will be final and cnclusive with respect t the Cntractr's administrative remedies under this Disputes Article. Pending final decisin f a dispute hereunder, the Cntractr shall prceed diligently with the perfrmance f the Cntract and in accrdance with the Cntracting Officer's decisin. This Disputes Article des nt preclude cnsideratin f questins f law in cnnectin with decisins prvided fr abve. Nthing in this Cntract, hwever, shall be cnstrued as making final the decisin f any administrative fficial, representative, r cmmittee n a questin f law. 10 EQUAL OPPORTUNITY FOR VEVRAA PROTECTED VETERANS 3 3 The definitins set frth in 41 CFR 60-300.2 apply t the terms used thrughut this Clause, and they are incrprated herein by reference. A. The Cntractr will nt discriminate against any emplyee r applicant fr emplyment because he r she is a disabled veteran, recently separated veteran, active duty wartime r campaign badge veteran, r Armed Frces service medal veteran (hereinafter cllectively referred t as prtected veteran(s) ) in regard t any psitin fr which the emplyee r applicant fr emplyment is qualified. The Cntractr agrees t take affirmative actin t emply, advance in emplyment and therwise treat qualified individuals withut discriminatin based n their status as a prtected veteran in all emplyment practices, including the fllwing: 1. Recruitment, advertising, and jb applicatin prcedures. 2. Hiring, upgrading, prmtin, award f tenure, demtin, transfer, layff, terminatin, right f return frm layff and rehiring. 3. Rates f pay r any ther frm f cmpensatin and changes in cmpensatin. 4. Jb assignments, jb classificatins, rganizatinal structures, psitin descriptins, lines f prgressin, and senirity lists. 5. Leaves f absence, sick leave, r any ther leave. 6. Fringe benefits available by virtue f emplyment, whether r nt administered by the Cntractr. 7. Selectin and financial supprt fr training, including apprenticeship, and n-the-jb training under 38 U.S.C. 3687, prfessinal meetings, cnferences, and ther related activities, and selectin fr leaves f absence t pursue training. 8. Activities spnsred by the Cntractr including scial r recreatinal prgrams. 9. Any ther term, cnditin, r privilege f emplyment. B. The Cntractr agrees t immediately list all emplyment penings which exist at the time f the executin f this Cntract and thse which ccur during the perfrmance f this Cntract, including thse nt generated by this Cntract and including thse ccurring at an establishment f the Cntractr ther than the ne where the cntract is being perfrmed, but excluding thse f independently perated crprate affiliates, with the apprpriate emplyment service delivery system where the pening ccurs. Listing emplyment penings with the state wrkfrce agency jb bank r with the lcal emplyment service delivery system where the pening ccurs will satisfy the requirement t list jbs with the apprpriate emplyment service delivery system. In rder t satisfy the listing requirement described herein, Cntractrs must prvide infrmatin abut the jb vacancy in any manner and frmat permitted by the apprpriate emplyment service delivery system which will allw that system t 12

prvide pririty referral f veterans prtected by VEVRAA fr that jb vacancy. Prviding infrmatin n emplyment penings t a privately run jb service r exchange will satisfy the Cntractr s listing bligatin if the privately run jb service r exchange prvides the infrmatin t the apprpriate emplyment service delivery system in any manner and frmat that the emplyment service delivery system permits which will allw that system t prvide pririty referral f prtected veterans. C. Listing f emplyment penings with the apprpriate emplyment service delivery system pursuant t this Clause shall be made at least cncurrently with the use f any ther recruitment surce r effrt and shall invlve the nrmal bligatins which attach t the placing f a bna fide jb rder, including the acceptance f referrals f veterans and nnveterans. The listing f emplyment penings des nt require the hiring f any particular jb applicants r frm any particular grup f jb applicants, and nthing herein is intended t relieve the Cntractr frm any requirements in executive rders r regulatins regarding nndiscriminatin in emplyment. D. Whenever a Cntractr, ther than a state r lcal gvernmental Cntractr, becmes cntractually bund t the listing prvisins in Paragraphs 2 and 3 f this Clause, it shall advise the emplyment service delivery system in each state where it has establishments that: (a) it is a federal Cntractr, s that the emplyment service delivery systems are able t identify them as such; and (b) it desires pririty referrals frm the state f prtected veterans fr jb penings at all lcatins within the state. The Cntractr shall als prvide t the emplyment service delivery system the name and lcatin f each hiring lcatin within the state and the cntact infrmatin fr the Cntractr fficial respnsible fr hiring at each lcatin. The Cntractr Official may be a chief hiring fficial, a Human Resurces cntact, a senir management cntact, r any ther manager fr the Cntractr wh can verify the infrmatin set frth in the jb listing and receive pririty referrals frm emplyment service delivery systems. In the event that the Cntractr uses any external jb search rganizatins t assist in its hiring, the Cntractr shall als prvide t the emplyment service delivery system the cntact infrmatin fr the jb search rganizatin(s). The disclsures required by this Paragraph shall be made simultaneusly with the Cntractr s first jb listing at each emplyment service delivery system lcatin after the effective date f this final rule. Shuld any f the infrmatin in the disclsures change since it was last reprted t the emplyment service delivery system lcatin, the Cntractr shall prvide updated infrmatin simultaneusly with its next jb listing. As lng as the Cntractr is cntractually bund t these prvisins and has s advised the emplyment service delivery system, there is n need t advise the emplyment service delivery system f subsequent cntracts. The Cntractr may advise the emplyment service delivery system when it is n lnger bund by this Cntract clause. E. The prvisins f Paragraphs B and C f this Clause d nt apply t the listing f emplyment penings which ccur and are filled utside f the 50 states, the District f Clumbia, the cmmnwealth f Puert Ric, Guam, the Virgin Islands, American Sama, the cmmnwealth f the Nrthern Mariana Islands, Wake Island, and the Trust Territries f the Pacific Islands. F. As used in this Clause: 1. All emplyment penings includes all psitins except executive and senir management, thse psitins that will be filled frm within the Cntractr s rganizatin, and psitins lasting three days r less. This term includes full-time emplyment, temprary emplyment f mre than three days' duratin, and part-time emplyment. 2. Executive and senir management means: (1) Any emplyee (a) cmpensated n a salary basis at a rate f nt less than $455 per week (r $380 per week, if emplyed in American Sama by emplyers ther than the federal gvernment), exclusive f bard, ldging r ther facilities; (b) whse primary duty is management f the enterprise in which the emplyee is emplyed r f a custmarily recgnized department r subdivisin theref; (c) wh custmarily and regularly directs the wrk f tw r mre ther emplyees; and (d) wh has the authrity t hire r fire ther emplyees r whse suggestins and recmmendatins as t the hiring, firing, advancement, prmtin r any ther change f status f ther emplyees are given particular weight; r (2) any emplyee wh wns at least a bna fide 20-percent equity interest in the enterprise in which the emplyee is emplyed, regardless f whether the business is a crprate r ther type f rganizatin, and wh is actively engaged in its management. 3. Psitins that will be filled frm within the Cntractr s rganizatin means emplyment penings fr which n cnsideratin will be given t persns utside the Cntractr s rganizatin (including any affiliates, subsidiaries, and parent cmpanies) and includes any penings which the cntractr prpses t fill frm regularly established recall lists. The exceptin des nt apply t a particular pening nce an emplyer decides t cnsider applicants utside f his r her wn rganizatin. G. The Cntractr agrees t cmply with the rules, regulatins, and relevant rders f the Secretary f Labr issued pursuant t the Act. H. In the event f the Cntractr s nncmpliance with the requirements f this Clause, actins fr nncmpliance may be taken in accrdance with the rules, regulatins, and relevant rders f the Secretary f Labr issued pursuant t the Act. I. The Cntractr agrees t pst in cnspicuus places, available t emplyees and applicants fr emplyment, ntices in a frm t be prescribed by the Directr, Office f Federal Cntract Cmpliance Prgrams, prvided by r thrugh the Cntracting Officer. Such ntices shall state the rights f applicants and emplyees as well as the Cntractr s bligatin under the law t take affirmative actin t emply and advance in emplyment qualified emplyees and applicants wh are prtected veterans. The Cntractr must ensure that applicants r emplyees wh are disabled veterans are prvided the ntice in a frm that is accessible and understandable t the disabled veteran (e.g., prviding Braille r large print versins f the ntice, psting the ntice fr visual accessibility t persns in wheelchairs, prviding the ntice electrnically r n cmputer disc, r ther versins). 13

With respect t emplyees wh d nt wrk at a physical lcatin f the Cntractr, a Cntractr will satisfy its psting bligatins by psting such ntices in an electrnic frmat, prvided that the Cntractr prvides cmputers that can access the electrnic psting t such emplyees, r the Cntractr has actual knwledge that such emplyees therwise are able t access the electrnically psted ntices. Electrnic ntices fr emplyees must be psted in a cnspicuus lcatin and frmat n the cmpany's intranet r sent by electrnic mail t emplyees. An electrnic psting must be used by the Cntractr t ntify jb applicants f their rights if the Cntractr utilizes an electrnic applicatin prcess. Such electrnic applicant ntice must be cnspicuusly stred with, r as part f, the electrnic applicatin. J. The Cntractr will ntify each labr rganizatin r representative f wrkers with which it has a cllective bargaining agreement r ther cntract understanding that the Cntractr is bund by the terms f VEVRAA, and is cmmitted t take affirmative actin t emply and advance in emplyment, and shall nt discriminate against, prtected veterans. K. The Cntractr will include the prvisins f this Clause in every subcntractr purchase rder f $100,000 r mre, unless exempted by the rules, regulatins, r rders f the Secretary issued pursuant t VEVRAA s that such prvisins will be binding upn each subcntractr r vendr. The Cntractr will take such actin with respect t any subcntractr purchase rder as the Directr, Office f Federal Cntract Cmpliance Prgrams, may direct t enfrce such prvisins, including actin fr nncmpliance. L. The Cntractr must, in all slicitatins r advertisements fr emplyees placed by r n behalf f the Cntractr, state that all qualified applicants will receive cnsideratin fr emplyment withut regard t their prtected veteran status. 11 ETHICAL CONDUCT A. The METRO Bard f Directrs has adpted a Cde f Ethics gverning the cnduct f its fficers and emplyees. The Cntractr agrees it will familiarize itself with this Cde f Ethics and that it will nt ffer, cnfer r agree t cnfer any prhibited benefit as cnsideratin fr a METRO Bard Member's r emplyee's decisin, pinin, recmmendatin, vte r ther exercise f discretin as a public servant r in exchange fr the Bard Member's r emplyee's having exercised his fficial pwers r perfrmed his fficial duties nr will the Cntractr participate in any ther vilatin f this Cde. B. The Cntractr is required t maintain thse recrds necessary t prve beynd a reasnable dubt the Cntractr s cmpliance with the METRO Cde f Ethics Plicy. METRO shall have the right t review fr the purpse f determining cmpliance with the Cde f Ethics Plicy all disbursement recrds and supprting dcuments including invices, payment vuchers, emplyee expense reprts and petty cash recrds. C. Breach f this Article by the Cntractr may result in terminatin f the Cntract and exclusin f the Cntractr frm future cntracts with METRO fr a perid f time determined by the METRO Bard f Directrs. 12 FORCE MAJEURE A T the extent that the Cntractr shall be whlly r partially prevented frm its perfrmance within the terms specified f any bligatin r duty placed n the Cntractr by reasn f r thrugh rit, acts f war, acts f terrrism, insurrectin, by rder f curt, legislative actin, act f Gd, r specific cause reasnably beynd parties cntrl and nt attributable t its neglect r nnfeasance, in such event, the time fr the perfrmance f such bligatin r duty may be suspended until such disability t perfrm is remved. Determinatin f frce majeure shall rest slely with METRO. B. In the event the Cntractr seeks t characterize an event as a Frce Majeure Event, the Cntractr shall have the bligatin t immediately ntify METRO at the time the Cntractr becmes aware f said Frce Majeure event. Further, the Cntractr shall have the bligatin t prvide METRO with written ntice upn the cessatin f said Frce Majeure event. 13 INTERPRETATION, JURISDICTION AND VENUE This Cntract shall be cnstrued and interpreted slely in accrdance with the laws f the state f Texas. Venue f any suit, right r cause f actin arising under r in cnnectin with this Cntract shall lie exclusively in Harris Cunty, Texas. 14 METRO DELAY OF WORK A. If the perfrmance f all r any part f the wrk is delayed r interrupted by an act f the Cntracting Officer in the administratin f this Cntract, which act is nt expressly r implicitly authrized by this Cntract, r by his failure t act within the time specified in this Cntract (r within a reasnable time if n time is specified), an adjustment (excluding prfit) shall be made fr any increase in the cst f perfrmance f this Cntract caused by such delay r interruptin. Hwever, n adjustment shall be made under this Article fr any delay r interruptin (i) t the extent that perfrmance wuld have been delayed r interrupted by any ther cause, including the fault r negligence f the Cntractr; r (ii) fr which an adjustment is prvided r excluded under any ther prvisin f this Cntract. B. N claim under this Article shall be allwed (i) fr any csts incurred mre than twenty (20) days befre the Cntractr shall have ntified the Cntracting Officer in writing f the act r failure t act invlved; and (ii) unless the claim, in an amunt stated, is asserted in writing as sn as practicable after the terminatin f such delay r interruptin, but nt later than the date f final payment under the Cntract. 14