00-816598-Otsd-Lgl-Cnsl-Pblc-Prvt-Prtnrshp-Prjcts-Cmplt.pdf

PROCUREMENT DEPARTMENT

CAPITAL METROPOLITAN TRANSPORTATION AUTHORITY

2910 E. 5th STREET

AUSTIN, TEXAS 78702

REQUEST FOR PROPOSALS

RFP 816598

Outside Legal Counsel for Transit-Oriented Development Public- Private Partnership Project

RFP Issued: 11/06/2026

Pre-Proposal Conference: 11/19/2026 10:00 A.M. CST

Written Questions Due: 11/30/2026 3:00 P.M. CST

Responses to Written Questions: 12/03/2026

Proposals Due: 12/09/2026 Prior to 3:00 P.M. CST

Point of Contact: Deborah Knutson 512-369-6512 Deborah.Knutson@capmetro.org

NOTICE TO OFFERORS: ANY FURTHER INFORMATION OR AMENDMENTS TO THIS

SOLICITATION WILL BE POSTED TO THE CAPMETRO WEBSITE UNDER “BID

OPPORTUNITIES” AT https://www.planetbids.com/portal/portal.cfm?CompanyID=39494.

AMENDMENTS WILL NOT BE EMAILED OR MAILED. IT IS THE OFFEROR’S RESPONSIBILITY

TO CHECK THE WEBSITE FOR ANY SOLICITATION CHANGES DURING THE RFP RESPONSE

TIME.

RFP 816598 Page 1 of 1 TABLE OF CONTENTS

RFP 816598

OUTSIDE LEGAL COUNSEL FOR TRANSIT-ORIENTED

DEVELOPMENT PUBLIC-PRIVATE PARTNERSHIP PROJECT

TABLE OF CONTENTS

EXHIBIT DESCRIPTIONS

RETURN WITH

THE OFFER?

A

PRICING SCHEDULE

YES

B

REPRESENTATIONS AND CERTIFICATIONS

YES

C

SOLICITATION INSTRUCTIONS AND CONDITIONS

NO

C-1 EXCEPTIONS AND ASSUMPTIONS FORM

YES,

(IF APPLICABLE)

E

CONTRACTUAL TERMS AND CONDITIONS

E-1

ADDENDUM TO CONTRACTUAL TERMS AND

CONDITIONS FEDERALLY ASSISTED CONTRACTS

F

SCOPE OF SERVICES

G

PAST PERFORMANCE QUESTIONNAIRE (PPQ)

H AUTHORIZATION OF WORK PRODUCT NO

1.

2.

3.

# of Days

4.

Accepted as to:

Signature and Date

The undersigned agrees, if this offer is accepted within the period specified, to furnish any or all supplies and/or services specified in the Schedule at the prices offered therein.

City, State, Zip

Phone, Fax, Email

Company Name (Printed)

Address

Percentage

CAPMETRO’S ACCEPTANCE (TO BE COMPLETED UPON AWARD BY CAPMETRO)

The offeror must acknowledge amendment(s) to this solicitation in accordance with the ACKNOWLEDGMENT OF AMENDMENTS section of Exhibit C.

Note, payment terms are specified in Exhibit E, Contractual Terms and Conditions.

EXHIBIT A

PRICING SCHEDULE

RFP 816598

THE OFFEROR IS REQUIRED TO SIGN AND DATE EACH PAGE OF THIS SCHEDULE

IDENTIFICATION OF OFFEROR AND SIGNATURE OF AUTHORIZED AGENT

Authorized Agent Name and Title (Printed)

Signature and Date

ACKNOWLEDGEMENT OF AMENDMENTS

PROMPT PAYMENT DISCOUNT

Authorized Agent Name and Title (Printed)

CapMetro hereby accepts this offer.

RFP 816598 1 of 6 Exhibit A

5.

Volume 1: Price Proposal

Volume 2: Technical Proposal

Signature of Authorized Agent: _________________________________________Date:

Tab A - Exhibit A – Pricing Schedule (Signed PDF and Excel format)

Tab B - Exhibit B – Representations and Certifications (Signed PDF)

Tab C - Exceptions and Assumptions in Volume 1 (Exhibit C-1, if applicable)

Tab A - Introduction to the Offeror

Tab B - Qualifications of the Firm

Tab C - Qualifications of the Staff

Tab D - Work Plan

Tab E - Exceptions and Assumptions in Volume 2 (Exhibit C-1, if applicable)

Bids shall be submitted electronically via CapMetro’s PB System™ by PlanetBids (“PlanetBids”). See Exhibit C, Solicitation Instructions and Conditions, Section 4, PROPOSAL PREPARATION and Section 8. SUBMISSION OF PROPOSALS, for instructions on registering with, and submitting bids on, PlanetBids.

Mark X each box below, to indicate that the submittals have been included in the offer. See Exhibit C, Solicitation Instructions and Conditions, Section 4, PROPOSAL PREPARATION for a description of the required bid format.

DOCUMENTS ENCLOSED WITH THE BID SUBMITTAL:

Remainder of page left blank intentionally

Note: Failure to submit the required submittals along with the offer may result in rejection of the offer.

Tab D - Firm Financial Data, as described in Exhibit C, Contents of Proposal

RFP 816598 2 of 6 Exhibit A

6.

6.A.

ITEM #

UNIT OF

MEASURE

(A)

HOURS

(B) Fully-Burdened

Hourly Labor Rate

(C)

EXTENDED PRICE

(A x B)

1 Hourly -$ -$

2 Hourly -$ -$

3 Hourly -$ -$

4 Hourly -$ -$

5 Hourly -$ -$

6 Hourly -$ -$

7 Hourly -$ -$

8 Hourly -$ -$

9 Hourly -$ -$

10 Hourly -$ -$

Signature of Authorized Agent: _________________________________________Date:

NO SALES TAXES. THE OFFEROR MUST NOT INCLUDE ANY SALES TAX IN THE PROPOSED PRICING

BECAUSE CAPMETRO IS EXEMPT FROM TAXES.

SUBTOTAL: 6.A. (ITEMS 1 - 10, INCLUSIVE), (Not-to-

Exceed):

Offeror shall provide the following in the below pricing table (blue highlighted cells): Job Classifications, hours per job classification and the fully-burdened hourly labor rate.

Fully-Burdened Hourly Labor Rate is firm-fixed and shall include all necessary elements to accomplish the services. Fully burdened is defined as those rates that include, but are not limited to salary, overhead costs, general and administrative expenses, travel, mileage, insurance, and profit.

$ 1,250.00

*Item 12 - Pure Pass Through Reimbursable expenses for Task I (Estimated, Not-to-Exceed): It may be necessary for the Contractor to produce and/or provide special services (which may be performed by a vendor other than the Contractor) and costs shall be a direct pass through to CapMetro and must be without markup or any other fees or charges.

GRAND TOTAL 6.A. - TASK I

(ITEMS 11 AND 12, INCLUSIVE), (Not-to-Exceed):

1,250.00$

* Pure pass through reimbursable expenses for Task I (Estimated, Not-To-Exceed):

PRICING: OUTSIDE LEGAL COUNSEL FOR TRANSIT-ORIENTED PUBLIC-PRIVATE PARTNERSHIP

PROJECT

Offeror shall provide pricing in Exhibit A for each task to provide the services as described in Exhibit F, Scope of Services.

PRICING TASK I: ENTITLEMENT AND LAND USE READINESS SUPPORT

Job Classifications

RFP 816598 3 of 6 Exhibit A

6.B.

ITEM #

UNIT OF

MEASURE

(A)

HOURS

(B) Fully-Burdened

Hourly Labor Rate

(C)

EXTENDED PRICE

(A x B)

1 Hourly -$ -$

2 Hourly -$ -$

3 Hourly -$ -$

4 Hourly -$ -$

5 Hourly -$ -$

6 Hourly -$ -$

7 Hourly -$ -$

8 Hourly -$ -$

9 Hourly -$ -$

10 Hourly -$ -$

Signature of Authorized Agent: _________________________________________Date:

PRICING TASK II: DELIVERY PARTNER STATEMENT OF QUALIFICATIONS SUPPORT

Offeror shall provide the following in the below pricing table (blue highlighted cells): Job Classifications, hours per job classification and the fully-burdened hourly labor rate.

Fully-Burdened Hourly Labor Rate is firm-fixed and shall include all necessary elements to accomplish the services. Fully burdened is defined as those rates that include, but are not limited to salary, overhead costs, general and administrative expenses, travel, mileage, insurance, and profit.

Job Classifications

SUBTOTAL: 6.B. (ITEMS 1 - 10, INCLUSIVE), (Not-to- Exceed):

* Pure pass through reimbursable expenses for Task II (Estimated, Not-To-Exceed):

1,125.00$

GRAND TOTAL 6.B. - TASK II

(ITEMS 11 AND 12, INCLUSIVE), (Not-to-Exceed):

$ 1,125.00

*Item 12 - Pure Pass Through Reimbursable expenses for Task II (Estimated, Not-to-Exceed): It may be necessary for the Contractor to produce and/or provide special services (which may be performed by a vendor other than the Contractor) and costs shall be a direct pass through to CapMetro and must be without markup or any other fees or charges.

NO SALES TAXES. THE OFFEROR MUST NOT INCLUDE ANY SALES TAX IN THE PROPOSED PRICING

BECAUSE CAPMETRO IS EXEMPT FROM TAXES.

RFP 816598 4 of 6 Exhibit A

6.C.

ITEM #

UNIT OF

MEASURE

(A)

HOURS

(B) Fully-Burdened

Hourly Labor Rate

(C)

EXTENDED PRICE

(A x B)

1 Hourly -$ -$

2 Hourly -$ -$

3 Hourly -$ -$

4 Hourly -$ -$

5 Hourly -$ -$

6 Hourly -$ -$

7 Hourly -$ -$

8 Hourly -$ -$

9 Hourly -$ -$

10 Hourly -$ -$

Signature of Authorized Agent: _________________________________________Date:

Offeror shall provide the following in the below pricing table (blue highlighted cells): Job Classifications, hours per job classification and the fully-burdened hourly labor rate.

Fully-Burdened Hourly Labor Rate is firm-fixed and shall include all necessary elements to accomplish the services. Fully burdened is defined as those rates that include, but are not limited to salary, overhead costs, general and administrative expenses, travel, mileage, insurance, and profit.

Job Classifications

PRICING TASK III: [OPTIONAL] REQUEST FOR PROPOSALS (RFP) AND P3 CONTRACT

IMPLEMENTATION SUPPORT

SUBTOTAL: 6.C. (ITEMS 1 - 10, INCLUSIVE), (Not-to- Exceed):

* Pure pass through reimbursable expenses for Task III (Estimated, Not-To-Exceed):

625.00$

GRAND TOTAL 6.C. - TASK III

(ITEMS 11 AND 12, INCLUSIVE), (Not-to-Exceed):

$ 625.00

*Item 12 - Pure Pass Through Reimbursable expenses for Task III (Estimated, Not-to-Exceed): It may be necessary for the Contractor to produce and/or provide special services (which may be performed by a vendor other than the Contractor) and costs shall be a direct pass through to CapMetro and must be without markup or any other fees or charges.

NO SALES TAXES. THE OFFEROR MUST NOT INCLUDE ANY SALES TAX IN THE PROPOSED PRICING

BECAUSE CAPMETRO IS EXEMPT FROM TAXES.

RFP 816598 5 of 6 Exhibit A

6.D.

ITEM #

TOTAL

HOURS

1 0

2 0

3 0

Signature of Authorized Agent: _________________________________________Date:

Remainder of page left blank intentionally

$ 3,000.00

Task II: Delivery Partner Statement of Qualifications Support

1,125.00$

Task III: OPTIONAL - RFP and P3 Contract Implementation Support

625.00$

GRAND TOTAL 6.D. - ALL TASKS AND REIMBURSABLE

EXPENSES (ITEMS 1 - 4, INCLUSIVE), (Not-to-Exceed):

GRAND TOTAL - ALL TASKS:

DESCRIPTION TOTAL PRICE

Task I: Entitlement and Land Use Readiness Support

1,250.00$

RFP 816598 6 of 6 Exhibit A

RFP 816598 (11/05/2025) Page 1 of 15 Exhibit B - Federal

EXHIBIT B

REPRESENTATIONS AND CERTIFICATIONS

(FEDERALLY ASSISTED SUPPLY/SERVICE/CONSTRUCTION CONTRACTS)

MUST BE RETURNED WITH THE OFFER

1. TYPE OF BUSINESS

(a) The Offeror operates as (mark one):

An individual A partnership A sole proprietor A corporation Another entity

(b) If incorporated, under the laws of the State of:

2. PARENT COMPANY AND IDENTIFYING DATA

(a) The Offeror (mark one):

is is not owned or controlled by a parent company. A parent company is one that owns or controls the activities and basic business policies of the Offeror. To own the offering company means that the parent company must own more than fifty percent (50%) of the voting rights in that company.

(b) A company may control an offeror as a parent even though not meeting the requirements for such ownership if the company is able to formulate, determine, or veto basic policy decisions of the Offeror through the use of domi-nate minority voting rights, use of proxy voting, or otherwise.

(c) If not owned or controlled by a parent company, the Offeror shall insert its own EIN (Employer’s Identification Number) below:

(d) If the Offeror is owned or controlled by a parent company, it shall enter the name, main office and EIN number of the parent company, below:

RFP 816598 (11/05/2025) Page 2 of 15 Exhibit B - Federal

3. CERTIFICATION OF INDEPENDENT PRICE DETERMINATION

(a) The Offeror (and all joint venture members, if the offer is submitted by a joint venture) certifies that in connec-tion with this solicitation:

(1) the prices offered have been arrived at independently, without consultation, communication, or agree-ment for the purpose of restricting competition, with any other offeror or with any other competitor;

(2) unless otherwise required by law, the prices offered have not been knowingly disclosed by the Offeror and will not knowingly be disclosed by the Offeror prior to opening of bids in the case of an invitation for bids, or prior to contract award in the case of a request for proposals, directly or indirectly to any other offeror or to any competitor;

and

(3) no attempt has been made or will be made by the Offeror to induce any other person or firm to submit or not to submit an offer for the purpose of restricting competition.

(b) Each signature on the offer is considered to be a certification by the signatory that the signatory:

(1) Is the person in the Offeror’s organization responsible for determining the prices being offered in this bid or proposal, and that the signatory has not participated and will not participate in any action contrary to sections (a)(1) through (a)(3) of this provision; or

(i) Has been authorized, in writing, to act as agent for the following principals in certifying that those principals have not participated, and will not participate in any action contrary to sections (a)(1) through (a)(3) of this provision _ _ [insert full name of person(s) in the Offeror’s organization responsible for determining the prices offered in this bid or proposal, and the title of his or her position in the Offeror’s organization];

(ii) As an authorized agent, does certify that the principals named in subdivision (b)(1)(i) of this provi-sion have not participated, and will not participate, in any action contrary to sections (a)(1) through (a)(3) of this provision; and

(iii) As an agent, has not personally participated, and will not participate, in any action contrary to sections (a)(1) through (a)(3) of this provision.

(c) If the Offeror deletes or modifies section (a)(2) of this provision, the Offeror must furnish with its offer a signed statement setting forth in detail the circumstances of the disclosure.

4. CERTIFICATION OF PROPOSED PRICING

The Offeror certifies that the pricing offered in Exhibit A - Pricing Schedule, as amended, is exclusive of any sales tax.

5. DEBARMENT, SUSPENSION, INELIGIBILITY, AND VOLUNTARY EXCLUSION

(a) In accordance with the provisions of 2 C.F.R. (Code of Federal Regulations), part 180 and part 1200, subpart C, the Offeror certifies to the best of the Offeror’s knowledge and belief, that it and its principals for this covered transaction:

(1) are not presently excluded or disqualified (which may include being debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency);

(2) have not within a three (3) year period preceding this offer been convicted of or had a civil judgment rendered against them for (i) the commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction; (ii) violation of Federal or State antitrust statutes, including those proscribing price fixing between competitors, allocation of customers between competitors, and bid rigging; (iii) commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false

RFP 816598 (11/05/2025) Page 3 of 15 Exhibit B - Federal statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice; or (iv) commission of any other offense indicating a lack of business integrity or business honesty that seriously and directly affects your present responsibility.

(3) are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in (a)(2) above; and

(4) have not within a three (3) year period preceding this offer had one or more public transactions (Federal, State, or local) terminated for cause or default.

(b) Where the Offeror is unable to certify to any of the statements above, the Offeror shall attach a full explanation to its offer/bid/quote/qualifications statement.

(c) For any proposed subcontractor at any tier where the subcontract is expected to equal or exceed $25,000:

(1) The Offeror certifies that it has obtained a certification identical to (a) from such subcontractor.

(2) Where the prospective lower tier participant is unable to certify to (a), an explanation shall be attached to the offer.

(3) This certification (specified in sections (c)(1) and (c)(2)), above, shall be included in all applicable sub-contracts and a copy kept on file by the Prime Contractor. The Prime Contractor shall be required to furnish copies of the certifications to CapMetro upon request.

6. COMMUNICATIONS

(a) All oral and written communications with CapMetro regarding this solicitation shall be exclusively with, or on the subjects and with the persons approved by, the persons identified in this solicitation. Discussions with any other person not specified could result in disclosure of proprietary or other competitive sensitive information or otherwise create the appearance of impropriety or unfair competition and, thereby, compromise the integrity of CapMetro’s procurement system. If competition cannot be resolved through normal communication channels, CapMetro’s protest procedures shall be used for actual or prospective competitors claiming any impropriety in connection with this solic-itation.

(b) By submission of this offer, the Offeror certifies that it has not, and will not prior to contract award, communicate orally or in writing with any CapMetro employee or other representative of CapMetro (including Board Members, CapMetro’s contractors or consultants) regarding this solicitation, except as described below:

Individual’s Name Date/Subject of Communication

(Attach continuation form, if necessary.)

7. CONTINGENT FEE

(a) Except for full-time, bona fide employees working solely for the Offeror, the Offeror represents as part of its offer that it (mark one):

has has not employed or retained any company or persons to solicit or obtain this contract, and (mark one):

RFP 816598 (11/05/2025) Page 4 of 15 Exhibit B - Federal has has not paid or agreed to pay any person or company employed or retained to solicit or obtain this contract any commission, percentage, brokerage, or other fee contingent upon or resulting from the award of this contract.

(b) The Offeror agrees to provide information relating to (a) above, when any item is answered affirmatively.

8. CODE OF ETHICS- CAPMETRO POLICY

(a) Statement of Purpose

The brand and reputation of Capital Metro is determined in large part by the actions or ethics of representatives of the agency. Capital Metro is committed to a strong ethical culture and to ethical behavior by all individuals serving Capital Metro as employees, members of the Board of Directors or volunteers. Individuals serving Capital Metro will conduct business with honesty and integrity. We will make decisions and take actions that are in the best interest of the people we serve and that are consistent with our mission, vision and this policy. The Code of Ethics (the “Code”) documents Capital Metro’s Standards of Ethical Conduct and policies for Ethical Business Transactions. Compliance with the Code will help protect Capital Metro’s reputation for honesty and integrity. The Code attempts to provide clear principles for Capital Metro’s expectations for behavior in conducting Capital Metro business. We have a duty to read, understand and comply with the letter and spirit of the Code and Capital Metro policies. You are encouraged to inquire if any aspect of the Code needs clarification.

(b) Applicability

The Code applies to Capital Metro employees, contractors, potential contractors, Board Members and citizen advi-sory committee members. Violation of the Code of Ethics may result in discipline up to and including termination or removal from the Board of Directors.

(c) Standards of Ethical Conduct

The public must have confidence in our integrity as a public agency and we will act at all times to preserve the trust of the community and protect Capital Metro’s reputation. To demonstrate our integrity and commitment to ethical conduct we will:

(1) Continuously exhibit a desire to serve the public and display a helpful, respectful manner.

(2) Exhibit and embody a culture of safety in our operations.

(3) Understand, respect and obey all applicable laws, regulations and Capital Metro policies and procedures both in letter and spirit.

(4) Exercise sound judgment to determine when to seek advice from legal counsel, the Ethics Officer or others.

(5) Treat each other with honesty, dignity and respect and will not discriminate in our actions toward others.

(6) Continuously strive for improvement in our work and be accountable for our actions.

(7) Transact Capital Metro business effectively and efficiently and act in good faith to protect CapMetro’s assets from waste, abuse, theft or damage.

(8) Be good stewards of Capital Metro’s reputation and will not make any representation in public or private, orally or in writing, that states, or appears to state, an official position of Capital Metro unless authorized to do so.

(9) Report all material facts known when reporting on work projects, which if not revealed, could either con-ceal unlawful or improper practices or prevent informed decisions from being made.

RFP 816598 (11/05/2025) Page 5 of 15 Exhibit B - Federal

(10) Be fair, impartial and ethical in our business dealings and will not use our authority to unfairly or illegally influence the decisions of other employees or Board members.

(11) Ensure that our personal or business activities, relationships and other interests do not conflict or appear to conflict with the interests of Capital Metro and disclose any potential conflicts.

(12) Encourage ethical behavior and report all known unethical or wrongful conduct to the Capital Metro Eth-ics Officer or the Board Ethics Officer.

(d) Roles and Responsibilities

It is everyone’s responsibility to understand and comply with the Code of Ethics and the law. Lack of knowledge or understanding of the Code will not be considered. If you have a question about the Code of Ethics, ask.

It is the responsibility of Capital Metro management to model appropriate conduct at all times and promote an ethical culture. Seek guidance if you are uncertain what to do.

It is Capital Metro’s responsibility to provide a system of reporting and access to guidance when an employee wishes to report a suspected violation and to seek counseling, and the normal chain of command cannot, for whatever reason, be utilized. If you need to report something or seek guidance outside the normal chain of command, Capital Metro provides the following resources:

(1) Anonymous Fraud Hotline – Internal Audit

(2) Anonymous Online Ethics Reporting System

(3) Contact the Capital Metro Ethics Officer, Vice-President of Internal Audit, the EEO Officer or Director of

Human Resources

(4) Safety Hotline

The Capital Metro Ethics Officer is the Chief Counsel. The Ethics Officer is responsible for the interpretation and implementation of the Code and any questions about the interpretation of the Code should be directed to the Ethics Officer.

(e) Ethical Business Transactions

Section 1. Impartiality and Official Position

(1) A Substantial Interest is defined by Tex. Loc. Govt. Code, § 171.002. An official or a person related to the official in the first degree by consanguinity or affinity has a Substantial Interest in:

(i) A business entity if the person owns ten percent (10%) or more of the voting stock or shares of the business entity or owns either 10% or more or $15,000 or more of the fair market value of the business entity OR funds received by the person from the business entity exceed 10% of the person’s gross income for the previous year; or

(ii) Real property if the interest is an equitable or legal ownership with a fair market value of $2,500 or more.

Capital Metro will not enter into a contract with a business in which a Board Member or employee or a Family Member of a Board Member or employee as defined in Section 8 has a Substantial Interest except in case of emergency as defined in the Acquisition Policy PRC-100 or the business is the only available source for essential goods and ser-vices or property.

(2) No Board Member or employee shall:

RFP 816598 (11/05/2025) Page 6 of 15 Exhibit B - Federal

(i) Act as a surety for a business that has work, business or a contract with Capital Metro or act as a surety on any official bond required of an officer of Capital Metro.

(ii) Represent for compensation, advise or appear on behalf of any person or firm concerning any contract or transaction or in any proceeding involving Capital Metro’s interests.

(iii) Use his or her official position or employment, or Capital Metro’s facilities, equipment or supplies to obtain or attempt to obtain private gain or advantage.

(iv) Use his or her official position or employment to unfairly influence other Board members or em-ployees to perform illegal, immoral, or discreditable acts or do anything that would violate Capital Metro policies.

(v) Use Capital Metro’s resources, including employees, facilities, equipment, and supplies in political campaign activities.

(vi) Participate in a contract for a contractor or first-tier subcontractor with Capital Metro for a period of one (1) year after leaving employment on any contract with Capital Metro.

(vii) Participate for a period of two (2) years in a contract for a contractor or first-tier subcontractor with

Capital Metro if the Board Member or employee participated in the recommendation, bid, proposal or solicitation of the Capital Metro contract or procurement.

Section 2. Employment and Representation

A Board Member or employee must disclose to his or her supervisor, appropriate Capital Metro staff or the Board Chair any discussions of future employment with any business which has, or the Board Member or employee should reasonably foresee is likely to have, any interest in a transaction upon which the Board Member or employee may or must act or make a recommendation subsequent to such discussion. The Board Member or employee shall take no further action on matters regarding the potential future employer.

A Board Member or employee shall not solicit or accept other employment to be performed or compensation to be received while still a Board Member or employee, if the employment or compensation could reasonably be expected to impair independence in judgment or performance of their duties.

A Board Member or employee with authority to appoint or hire employees shall not exercise such authority in favor of an individual who is related within the first degree, within the second degree by affinity or within the third degree by consanguinity as defined by the Capital Metro Nepotism Policy in accordance with Tex. Govt. Code, Ch. 573.

Section 3. Gifts

It is critical to keep an arms-length relationship with the entities and vendors Capital Metro does business with in order to prevent the appearance of impropriety, undue influence or favoritism.

No Board Member or employee shall:

(1) Solicit, accept or agree to accept any benefit or item of monetary value as consideration for the Board Member’s or employee’s decision, vote, opinion, recommendation or other exercise of discretion as a public servant.

[Tex. Penal Code §36.02(c)]

(2) Solicit, accept or agree to accept any benefit or item of monetary value as consideration for a violation of any law or duty. [Tex. Penal Code §36.02(a)(1)]

(3) Solicit, accept or agree to accept any benefit or item of monetary value from a person the Board Member or employee knows is interested in or likely to become interested in any Capital Metro contract or transaction if the benefit or item of monetary value could reasonably be inferred as intended to influence the Board Member or em-ployee. [Tex. Penal Code §36.08(d)]

RFP 816598 (11/05/2025) Page 7 of 15 Exhibit B - Federal

(4) Receive or accept any gift, favor or item of monetary value from a contractor or potential contractor of Capital Metro or from any individual or entity that could reasonably be inferred as intended to influence the Board Member or employee.

Exception: Consistent with state law governing public servants, a gift does not include a benefit or item of monetary value with a value of less than $50, excluding cash or negotiable instruments, unless it can reasonably be inferred that the item was intended to influence the Board Member or employee. A department may adopt more restrictive provisions if there is a demonstrated and documented business need. [Tex. Penal Code § 36.10(a)(6)]

Exception: A gift or other benefit conferred, independent of the Board Member’s or employee’s relationship with Capital Metro, that is not given or received with the intent to influence the Board Member or employee in the perfor-mance of his or her official duties is not a violation of this policy. The Capital Metro Ethics Officer or Board Ethics Officer must be consulted for a determination as to whether a potential gift falls within this exception.

Exception: Food, lodging, or transportation that is provided as consideration for legitimate services rendered by the Board Member or employee related to his or her official duties is not a violation of this policy.

If you are uncertain about a gift, seek guidance from the Ethics Officer.

Section 4. Business Meals and Functions

Board Members and employees may accept invitations for free, reasonable meals in the course of conducting Capital Metro’s business or while attending a seminar or conference in connection with Capital Metro business as long as there is not an active or impending solicitation in which the inviting contractor or party may participate and attendance at the event or meal does not create an appearance that the invitation was intended to influence the Board Member or employee.

When attending such events, it is important to remember that you are representing Capital Metro and if you chose to drink alcohol, you must do so responsibly. Drinking irresponsibly may lead to poor judgment and actions that may violate the Code or other Capital Metro policies and may damage the reputation of Capital Metro in the community and the industry.

Section 5. Confidential Information

It is everyone’s responsibility to safeguard Capital Metro’s nonpublic and confidential information.

No Board Member or employee shall:

(1) Disclose, use or allow others to use nonpublic or confidential information that Capital Metro has not made public unless it is necessary and part of their job duties and then only pursuant to a nondisclosure agreement ap-proved by legal counsel or with consultation and permission of legal counsel.

(2) Communicate details of any active Capital Metro procurement or solicitation or other contract opportunity to any contractor, potential contractor or individual not authorized to receive information regarding the active procure-ment or contract opportunity.

Section 6. Financial Accountability and Record Keeping

Capital Metro’s financial records and reports should be accurate, timely, and in accordance with applicable laws and accounting rules and principles. Our records must reflect all components of a transaction in an honest and forthright manner. These records reflect the results of Capital Metro’s operations and our stewardship of public funds.

A Board Member or employee shall:

(1) Not falsify a document or distort the true nature of a transaction.

(2) Properly disclose risks and potential liabilities to appropriate Capital Metro staff.

RFP 816598 (11/05/2025) Page 8 of 15 Exhibit B - Federal

(3) Cooperate with audits of financial records.

(4) Ensure that all transactions are supported by accurate documentation.

(5) Ensure that all reports made to government authorities are full, fair, accurate and timely.

(6) Ensure all accruals and estimates are based on documentation and good faith judgment.

Section 7. Conflict of Interest

Employees and Board Members are expected to deal at arms-length in any transaction on behalf of Capital Metro and avoid and disclose actual conflicts of interest under the law and the Code and any circumstance which could impart the appearance of a conflict of interest. A conflict of interest exists when a Board Member or employee is in a position in which any official act or action taken by them is, may be, or appears to be influenced by considerations of personal gain rather than the general public trust.

Conflict of Interest [Tex. Loc. Govt. Code, Ch. 171 & 176, § 2252.908]

No Board Member or employee shall participate in a matter involving a business, contract or real property transaction in which the Board Member or employee has a Substantial Interest if it is reasonably foreseeable that an action on the matter would confer a special economic benefit on the business, contract or real property that is distinguishable from its effect on the public. [Tex. Loc. Govt. Code, § 171.004]

Disclosure

A Board Member or employee must disclose a Substantial Interest in a business, contract, or real property that would confer a benefit by their vote or decision. The Board Member or employee may not participate in the consideration of the matter subject to the vote or decision. Prior to the vote or decision, a Board Member shall file an affidavit citing the nature and extent of his or her interest with the Board Vice Chair or Ethics Officer. [Tex. Loc. Govt. Code, § 171.004]

A Board Member or employee may choose not to participate in a vote or decision based on an appearance of a conflict of interest and may file an affidavit documenting their recusal.

Section 8. Disclosure of Certain Relationships [Tex. Loc. Govt. Code, Ch. 176]

Definitions

(1) A Local Government Officer is defined by Tex. Loc. Govt. Code § 176.001(4). A Local Government Of-ficer is:

(i) A member of the Board of Directors;

(ii) The President/CEO; or

(iii) A third party agent of Capital Metro, including an employee, who exercises discretion in the plan-ning, recommending, selecting or contracting of a vendor.

(2) A Family Member is a person related within the first degree by consanguinity or the second degree by affinity as defined by Tex. Govt. Code, Ch. 573.

(3) A Family Relationship is a relationship between a person and another person within the third degree by consanguinity or the second degree by affinity as defined by Tex. Govt. Code, Ch. 573.

(4) A Local Government Officer must file a Conflicts Disclosure Statement (FORM CIS) if:

RFP 816598 (11/05/2025) Page 9 of 15 Exhibit B - Federal

(i) The person or certain Family Members received at least $2,500 in taxable income (other than investment income) from a vendor or potential vendor in the last twelve (12) months through an employment or other business relationship;

(ii) The person or certain Family Members received gifts from a vendor or potential vendor with an aggregate value greater than $100 in the last 12 months; or

(iii) The vendor (or an employee of the vendor) has a Family Relationship with the Local Government

Officer.

(5) A vendor doing business with Capital Metro or seeking to do business with Capital Metro is required to file a completed questionnaire (FORM CIQ) disclosing the vendor’s affiliations or business relationship with any Board Member or local government officer or his or her Family Member.

Section 9. Duty to Report and Prohibition on Retaliation

Board Members and employees have a duty to promptly report any violation or possible violation of this Code of Ethics, as well as any actual or potential violation of laws, regulations, or policies and procedures to the hotline, the Capital Metro Ethics Officer or the Board Ethics Officer.

Any employee who reports a violation will be treated with dignity and respect and will not be subjected to any form of retaliation for reporting truthfully and in good faith. Any retaliation is a violation of the Code of Ethics and may also be a violation of the law, and as such, could subject both the individual offender and Capital Metro to legal liability.

Section 10. Penalties for Violation of the Code of Ethics

In addition to turning over evidence of misconduct to the proper law enforcement agency when appropriate, the following penalties may be enforced:

(1) If a Board Member does not comply with the requirements of this policy, the Board member may be subject to censure or removal from the Board in accordance with Section 451.511 of the Texas Transportation Code.

(2) If an employee does not comply with the requirements of this policy, the employee shall be subject to appropriate disciplinary action up to and including termination.

(3) Any individual or business entity contracting or attempting to contract with Capital Metro which offers, confers or agrees to confer any benefit as consideration for a Board Member’s or employee’s decision, opinion, recommendation, vote or other exercise of discretion as a public servant in exchange for the Board Member’s or employee’s having exercised his official powers or performed his official duties, or which attempts to communicate with a Board Member or Capital Metro employee regarding details of a procurement or other contract opportunity in violation of Section 5, or which participates in the violation of any provision of this Policy may have its existing Capital Metro contracts terminated and may be excluded from future business with Capital Metro for a period of time as determined appropriate by the President/CEO.

(4) Any individual who makes a false statement in a complaint or during an investigation of a complaint with regard to a matter that is a subject of this policy is in violation of this Code of Ethics and is subject to its penalties. In addition, Capital Metro may pursue any and all available legal and equitable remedies against the person making the false statement or complaint.

Section 11. Miscellaneous Provisions

(1) This Policy shall be construed liberally to effectuate its purposes and policies and to supplement such existing laws as they may relate to the conduct of Board Members and employees.

(2) Within sixty (60) days of the effective date for the adoption of this Code each Board Member and em-ployee of Capital Metro will receive a copy of the Code and sign a statement acknowledging that they have read, RFP 816598 (11/05/2025) Page 10 of 15 Exhibit B - Fed-eral understand and will comply with Capital Metro’s Code of Ethics. New Board Members and employees will receive a copy of the Code and are required to sign this statement when they begin office or at the time of initial employment.

(3) Board Members and employees shall participate in regular training related to ethical conduct, this Code of Ethics and related laws and policies.

9. CLEAN AIR AND WATER CERTIFICATION

Applicable if the offer exceeds $150,000, or CapMetro believes that orders under an indefinite contract in any year will exceed $150,000 or a facility to be used has been the subject of a conviction under the Air Act [42 U.S.C. § 7413(c)(1)] or the Water Act [33 U.S.C. § 1319(c)] and is listed by the Environmental Protection Agency (EPA) as a violating facility, and the acquisition is not otherwise exempt.

By submission of this offer, the Offeror certifies that:

(a) any facility to be used in the performance of this proposed contract (mark one):

listed on the EPA List of Violating Facilities;

(b) it will immediately notify CapMetro, before award, of the receipt of any communication from the EPA Adminis-trator, or a designee of the EPA, indicating that any facility which it proposes to use for the performance of the contract is under consideration to be listed on the EPA List of Violating Facilities; and

(c) it will include a certification substantially the same as this certification, including this section (c), in every sub-contract not otherwise exempt by law.

10. CERTIFICATION OF RESTRICTIONS ON LOBBYING

This Certification is applicable if the offer exceeds $100,000.

(a) By submission of this offer, the Offeror certifies to the best of the Offeror's knowledge or belief that no Federal appropriated funds have been paid, or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

(b) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooper-ative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lob-bying,” in accordance with its instructions.

(c) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agree-ments) and that all subrecipients and subcontractors shall certify and disclose accordingly.

(d) This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S.C. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 or not more than $100,000 for each such failure.

RFP 816598 (11/05/2025) Page 11 of 15 Exhibit B - Fed-eral

11. TEXAS ETHICS COMMISSION CERTIFICATION

In accordance with Section 2252.908, Texas Government Code, upon request of CapMetro, the selected contractor may be required to electronically submit a “Certificate of Interested Parties” with the Texas Ethics Commission in the form required by the Texas Ethics Commission, and furnish CapMetro with the original signed and notarized docu-ment prior to the time CapMetro signs the contract. The form can be found at www.ethics.state.tx.us. Questions regarding the form should be directed to the Texas Ethics Commission.

12. CERTIFICATION REGARDING ISRAEL

As applicable and in accordance with Section 2271.002 of the Texas Government Code, the Contractor certifies that it does not boycott Israel and will not boycott Israel during the term of this Contract.

13. CERTIFICATION REGARDING FOREIGN TERRORIST ORGANIZATIONS

Contractor certifies and warrants that it is not engaged in business with Iran, Sudan, or a foreign terrorist organiza-tion, as prohibited by Section 2252.152 of the Texas Government Code.

14. VERIFICATION REGARDING FIREARM ENTITIES AND FIREARM TRADE ASSOCIATIONS

As applicable and in accordance with Section 2274.002 of the Texas Government Code, Contractor verifies that it does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate during the term of the Contract against a firearm entity or firearm trade associ-ation.

15. BOYCOTT OF ENERGY COMPANIES PROHIBITED

Pursuant to Chapter 2276 of Texas Government Code, Contractor verifies that:

(a) it does not, and will not for the duration of the Contract, boycott energy companies, as defined in Section

2276.002 of the Texas Government Code, or

(b) the verification required by Section 2276.002 of the Texas Government Code does not apply to Contractor and this Contract. If circumstances relevant to this provision change during the course of the Contract, Contractor shall promptly notify CapMetro.

16. CRITICAL INFRASTRUCTURE PROHIBITION

Pursuant to Chapter 2275 of Texas Government Code, Contractor certifies that, if this Contract or any contract be-tween Contractor and Capital Metro relates to critical infrastructure, as defined in Chapter 2275 of the Texas Gov-ernment Code, Contractor is not owned by or the majority of stock or other ownership interest of its firm is not held or controlled by:

(a) individuals who are citizens of China, Iran, North Korea, Russia, or a Governor-designated country; or

(b) a company or other entity, including a governmental entity, that is owned or controlled by citizens of or is directly controlled by the government of China, Iran, North Korea, Russia, or a Governor-designated country; or

(c) headquartered in China, Iran, North Korea, Russia, or a Governor-designated country.

17. CERTIFICATION OF PRIME CONTRACTOR PARTICIPATION

(a) The Prime Contractor shall perform no less than thirty percent (30%) of the work with his or her own organiza-tion. The on-site production of materials produced by other than the Prime Contractor’s forces shall be considered as being subcontracted.

RFP 816598 (11/05/2025) Page 12 of 15 Exhibit B - Fed-eral

(b) The organization of the specifications into divisions, sections, and articles, and the arrangement and titles of project drawings shall not control the Prime Contractor in dividing the work among subcontractors or in establishing the extent of work to be performed by any trade.

18. REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE

SERVICES OR EQUIPMENT

(a) Prohibition. This Contract is subject to the Public Law 115-232, Section 889, and 2 Code of Federal Regulations (C.F.R.) Part 200, including §200.216 and §200.471 related to the prohibition of certain “covered telecommunications equipment and services”, which includes:

(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities)

(2) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities).

(3) Telecommunications or video surveillance services provided by such entities or using such equipment.

(4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

(b) Procedures. The Offeror shall review the list of excluded parties in the System for Award Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for "covered telecommunications equip-ment or services".

(c) Representation. The Offeror represents that—

(1) It will will not provide covered telecommunications equipment or services to CapMetro in the performance of any contract, subcon-tract or other contractual instrument resulting from this solicitation. The Offeror shall provide the additional disclosure information required at section (d)(1) of this section if the Offeror responds "will" in section (c)(1) of this section; and

(2) After conducting a reasonable inquiry, for purposes of this representation, the Offeror represents that— does does not use covered telecommunications equipment or services, or use any equipment, system, or service that uses covered telecommunications equipment or services. The Offeror shall provide the additional disclosure information required at section (d)(2) of this section if the Offeror responds "does" in section (c)(2) of this section.

(d) Disclosures.

(1) Disclosure for the representation in section (c)(1) of this provision. If the Offeror has responded "will" in the representation in section (c)(1) of this provision, the Offeror shall provide the following information as part of the offer:

(i) For covered equipment—

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(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the original equipment manufacturer (OEM) or a distributor, if known);

(B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applica-ble); and

(C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in section (a)(1) of this provision.

(ii) For covered services—

(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or

(B) If not associated with maintenance, the Product Service Code (PSC) of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in section (a)(1) of this provision.

(2) Disclosure for the representation in section (c)(2) of this provision. If the Offeror has responded "does" in the representation in section (c)(2) of this provision, the Offeror shall provide the following information as part of the offer:

(i) For covered equipment—

(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the OEM or a distributor, if known);

(B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applica-ble); and

(C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in section (a)(2) of this provision.

(ii) For covered services—

(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or

(B) If not associated with maintenance, the PSC of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in…