3-03 Exh A 33.204.pdf

SS-2095023

Form 33.204 (11/25) Page 1 of 9 Exhibit A

DALLAS AREA RAPID TRANSIT AUTHORITY

EXHIBIT A

REPRESENTATIONS AND CERTIFICATIONS

(LOCALLY FUNDED SUPPLY/SERVICE OR CONSTRUCTION CONTRACTS)

** NOTE: THIS FORM MUST BE COMPLETED AND RETURNED WITH THE OFFER **

TABLE OF CONTENTS

1. Contingent Fee (A-103, NOV’25)

2. Covenant Against Gratuities (A-105, NOV.’25 )

3. Interest of Public Officials (A-104 NOV’25)

4. Small Business Enterprises or Small Business Concern (SBC) (A-121, NOV ’25)

5. Parent Company and Identifying Data (A-108, NOV ‘25)

6. Type of Business (A-101, NOV ‘25)

CERTIFICATIONS

7. Certificate Concerning Board Members and Employees of the Authority (A-116, NOV ‘25)

8. Certification of Independent Price Determination (A-109, NOV ‘25)

9. Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion (A-126, NOV 25)

10. Communication Policy and Certification (A-129, NOV ‘25)

11. Conflict of Interest Certification (NOV ’25)

12. Drug-Free Workplace Program Certification (3-803.03, NOV ‘25)

13. Small Business Enterprise / Small Business Concern Goals (A-123, NOV’ 25)

14. Non-Discrimination Assurance (A-130, NOV ‘25)

15. Contractor Certification Regarding Boycotting Israel (A-131, NOV ‘25)

16. Contractor Certification Regarding Discrimination Against Firearm Entity or Firearm Trade Association (NOV ’25)

17. Contractor Certification Regarding Boycotting Certain Energy Companies (NOV ’25)

REPRESENTATIONS

1. Contingent Fee (A-103, NOV’25)

Except for full-time bona fide employees working solely for the offeror, the offeror represents as part of its offer that it (Mark one with an "X"):

has has not employed or retained any company or persons to solicit or obtain this contract, and (Mark one with an "X"):

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.

2. Covenant Against Gratuities (A-105, NOV.’25)

The offeror represents as part of its offer that neither it nor any of its employees, representatives or agents have offered or given gratuities (in the form of entertainment, gifts or otherwise) to any director, officer or employee of the Authority with the view toward securing favorable treatment in the awarding, amending, or the making of any determination with respect to the performing of the contract. See the General Provisions Clause entitled "Interest of Public Officials."

3. Interest of Public Officials (A-104 NOV’25)

The offeror represents and warrants that no employee, official, or member of the Board (Executive Committee) of the Authority is or will be pecuniarily interested in or benefited directly or indirectly as a result of this contract.

4. Small Business Enterprises or Small Business Concern (SBC) (A-121, NOV ’25)

(a) The offeror represents as part of its offer that it (Mark one with an "X"):

is is not

Form 33.204 (11/25) Page 2 of 9 Exhibit A a small business enterprise or Small Business Concern (SBC). A SBE is defined pursuant to Section 3 of the Small Business Act (15 USC. 632) and the Small Business Administration regulations implementing it (13 CFR Part 121) that also does not exceed the cap on average annual gross receipts specified in section 26.65(b). Furthermore, a Small Business Concern is considered to be a legitimate small business if the business has been certified as such by the Small Business Administration, a certifying entity member of the Texas Unified Certification Program or by DART.

5. Parent Company and Identifying Data (A-108, NOV ‘25)

(a) The offeror represents as part of its offer that it (Mark one with an "X"):

is is not owned or controlled by a parent company. A parent company, for the purpose of this provision, 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 50 percent of the voting rights in that company. 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 dominant minority voting rights, use of proxy voting, or otherwise.

(b) If the offeror is not owned or controlled by a parent company, it shall insert its own Employer's Identification Number below:

(c) If the offeror is owned or controlled by a parent company, it shall enter in the blocks below the name and main office address of the parent company, and the parent company's Employer's Identification Number.

NAME OF PARENT COMPANY AND MAIN OFFICE ADDRESS

(include ZIP and phone): PARENT COMPANY'S EMPLOYER'S IDENTIFICATION #:

6. Type of Business (A-101, NOV ‘25)

(a) The offeror represents as part of its offer that it operates as (Mark one with an "X"):

an individual a sole proprietorship a partnership a corporation another entity ________________________.

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

(c) Age of the firm: ____ years, ____ months

(d) Previous year’s annual gross receipts:

less than $500K $500K - $2 mil. $2 mil. - $5 mil. more than $5 mil.

Form 33.204 (11/25) Page 3 of 9 Exhibit A

CERTIFICATIONS

7. Certificate Concerning Board Members and Employees of the Authority (A-116, NOV ‘25)

The Dallas Area Rapid Transit Authority (DART) has adopted Rules of Procedure for DART Board members and DART personnel policies for employees that prohibit their participation in contractual or employment relationships for certain periods after their relationship with DART ends. These prohibitions may be found in Board Resolution No. 190033, approved March 12, 2019, and the relevant DART personnel policy, respectively. These restrictions also apply to the spouses of former Board members and former employees.

For former Board members, the prohibition is for a period of two years following the end of the member's term or the date of his/her resignation, and applies to participation as a principal in a DART contract or first-tier subcontract, or as an employee of a DART contractor or first-tier subcontractor. For former DART employees, the prohibition is for one year after leaving DART, and relates to participation in any contract or employment relationship that results in an assignment to work on any DART project for which the employee had significant responsibilities. (A copy of Board Resolution No.

190033 and the relevant DART personnel policy may be obtained from the DART Contracting Officer.)

The Board of Directors may waive the above prohibitions, by a two-thirds vote, for a particular person and/or relationship if it determines that it is in the best interest of DART to do so.

(a) By submission of this offer the offeror hereby certifies that, to the best of his/her knowledge and belief, with the exception of any information described in this certification or attached hereto, the offeror has no information concerning a violation or possible violation of the DART Board Rules of Procedures as established in Resolution No. 190033, approved March 12, 2019, or the above DART personnel policy for former employees, which would result if the Authority awards a contract based upon this offer.

(b) Violations or possible violations. (Continue on plain bond paper and label Certificate Concerning Former Board Member and Employees of the Dallas Area Rapid Transit Authority, Continuation Sheet.) CHECK "NONE" IF NONE

EXISTS.

NONE

(Please make entry in this space if applicable)

VIOLATIONS OR POSSIBLE VIOLATIONS:

(c) This certification concerns a material representation of fact upon which reliance will be placed in awarding a contract. If it is later determined that the offeror knowingly rendered an erroneous certification, in addition to any other remedies the Authority may have, the Contracting Officer may terminate the contract resulting from this solicitation for default and/or recommend that the offeror be debarred or suspended from doing business with the Authority in the future in accordance with the procedures set forth in the DART Procurement Regulations.

(d) The offeror shall provide immediate written notice to the Contracting Officer if, at any time prior to contract award, he/she learns that the certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

(e) The offeror further agrees by submitting this offer that it will include this Certificate, without modification, in all first-tier subcontracts. The offeror shall be responsible for compliance by any first-tier subcontractor with the provisions set forth in this Certificate.

8. Certification of Independent Price Determination (A-109, NOV ‘25)

(a) By submission of this offer, the offeror certifies, and in the case of a joint offer, each party thereto certifies as to its own organization, that in connection with this procurement:

Form 33.204 (11/25) Page 4 of 9 Exhibit A

(1) The prices in this offer have been arrived at independently, without consultation, communication, or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other offeror or with any competitor.

(2) Unless otherwise required by law, the prices which have been quoted in this offer have not been knowingly disclosed by the offeror and will not knowingly be disclosed by the offeror prior to the opening (in the case of an advertised procurement) or prior to award (in the case of a negotiated procurement), 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 person signing this offer certifies that:

(1) He is the person in the offeror's organization responsible within that organization for the decision as to the prices being offered herein and that he has not participated, and will not participate, in any action contrary to (a)(1) through (a)(3) above; or

(2) He: (i) is not the person in the offeror's organization responsible within that organization for the decision as to the prices being offered herein but that he has been authorized in writing to act as an agent for the persons responsible for such decision in certifying that such persons have not participated, and will not participate, in any action contrary to (a)(1) through (a)(3) above, and as their agent does hereby so certify; and (ii) has not participated, and will not participate, in any action contrary to (a)(1) through (a)(3) above.

9. Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion (A-126, NOV 25)

(a) Primary Covered Transactions. [This certification applies to the offer submitted in response to this solicitation and will be a continuing requirement throughout the term of the prime contract.]

(1) In accordance with the provisions of Appendix A to 49 Code of Federal Regulations (CFR) Part 29, the offeror certifies to the best of its knowledge and belief, that it and its principals:

(i) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency;

(ii) Have not within a three-year period preceding this offer been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction;

violation of Federal or State antitrust statutes, or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

(iii) 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 paragraph (1)(ii) of this Certification;

and

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

(2) Where the offeror is unable to certify to any of the statements in this certification, the offeror shall attach an explanation to this offer.

(b) Lower Tier Covered Transactions. [This certification applies to a subcontract at any tier expected to equal or exceed $25,000 and will be a continuing requirement throughout the term of the prime contract.]

(1) In accordance with the provisions of Appendix B to 49 Code of Federal Regulations (CFR) Part 29, the prospective lower tier participant (subcontractor) certifies, by submission of this offer, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.

(2) Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

Form 33.204 (11/25) Page 5 of 9 Exhibit A

(c) The Certification required by subparagraph (b), above, shall be included in all applicable subcontracts and a copy kept on file by the prime contractor. The prime contractor shall be required to furnish copies of certifications to the Contracting Officer upon the Contracting Officer's request.

10. Communication Policy and Certification (A-129, NOV ‘25)

(a) All oral and written communications with DART regarding this solicitation should be exclusively with, or on subjects and with persons approved by, the person identified in Block 4 of the Award/Contract form. Discussions or communications with any other person 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 DART's procurement system. If competition issues cannot be resolved through normal communication channels, the DART Procurement Regulations contain protest provisions for actual or prospective competitors claiming any impropriety in connection with this procurement.

(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 DART employee or other representative (including DART Board members, DART contractors, or DART consultants) other than the individual, or person(s) and on subjects approved by the individual, named in Block 4 of the Award/Contract form, except as described below: (CHECK "NONE" IF NONE EXISTS.)

NONE

Name of DART Representative

Date and Subject of Communication

{provide attachment, if necessary}

(c) This certification concerns a material representation of fact upon which reliance will be placed in awarding a contract. If it is later determined that the offeror knowingly rendered an erroneous certification, in addition to any other remedies the Authority may have, the Contracting Officer may terminate the contract resulting from this solicitation for default and/or recommend that the offeror be debarred or suspended from doing business with the Authority in the future in accordance with the procedures set forth in DART's Procurement Regulations. In addition, a false entry could be a violation of Texas Penal Code paragraph 37.10.

(d) The offeror shall provide immediate written notice to the Contracting Officer if, at any time prior to contract award, he/she learns that its certification was, or a subsequent communication makes, the certification erroneous.

11. Conflict of Interest Certification (NOV ’25)

By submission of this offer, I certify that:

(a) I have read and understand the provisions of this section and understand the General Provisions Clause entitled in the “Interest of Public Officials” that will be incorporated into any contract resulting from this solicitation. I further understand that the pecuniary interest in that clause includes employment relationships.

(b) I understand the Authority has an extensive conflict of interest policy that includes the following:

1. Organizational Conflicts of Interest:

Organizational conflicts of interest, real or apparent, include, but are not limited to, the following:

• Lack of Impartiality or Impaired Objectivity. This occurs when a contractor is unable, or potentially unable, to provide impartial and objective assistance or advice to the Authority due to activities, relations, contracts, or other circumstances.

• Unequal Access to Information. This occurs when the contractor has an unfair competitive advantage through obtaining access to nonpublic information during the performance of an earlier contract.

Form 33.204 (11/25) Page 6 of 9 Exhibit A

• Biased Ground Rules: This occurs when during the conduct of an earlier procurement, the contractor has established the ground rules for future procurement by developing specifications, cost estimates, evaluation factors, or other similar documents.

• Evaluation of Prior Work Product: This occurs when the contractor would be in a position to evaluate its own prior work product as part of this contract, whether the prior work product is performed on behalf of the Authority or another public or private entity; or as part of this Contract the contractor would be in a position to assess its prior work product whether or not it was performed on behalf of the Authority or another public or private entity.

With its submission, the Offeror must provide a list of all existing contracts with the Authority and any contracts that the Contractor has had with the Authority over the past five (5) years that may have expired or been terminated. The list must include the contract number, contract name, month and year of contract award, and, as applicable, month and year of termination.

2. Personal Conflicts of Interest:

Personal conflicts of interest include, but are not limited to, the following:

• Actual Personal Conflict of Interest: A conflict exists if an employee (including temporary, part-time, and seconded employees), members of an employees’ immediate family (an employee’s spouse, children, stepchildren, mother, father, brother, sister or any other relative residing in the employee’s household), agents of the Authority (including contractors or organizations which represent or act on behalf of the Authority), and agents of the Authority employees or employees’ immediate family has a direct or indirect financial, business, or close personal relationship with any entity that does business with DART or seeks to do business with DART, now or in the foreseeable future, that a reasonable person would conclude would alter the employee’s impartial judgment or performance of his/her duties.

• Potential Personal Conflict of Interest: A conflict exists if the employee or any member of the employee’s immediate family is considering an offer of employment or is actively seeking employment with any entity that does business with DART or seeks to do business with DART now or in the foreseeable future.

3. Agency Conflicts of Interest:

Agency conflicts of interest are activities that a contractor may be engaged in that may counter the interests of the Authority and include, but are not limited to, the following:

• Litigatory Conflict of Interest: This conflict exists when the contractor has existing or pending claim, protest, or litigation against the Authority. Offeror must identify all active or pending claim, protest, or litigation against the Authority.

• Member City Conflict of Interest: This conflict exists when the contractor has an existing contract with a DART member city that will or has the appearance that it will impair the contractor from prioritizing

DART’s needs. Offeror must identify all related contracts it has with DART’s member cities so the

Authority can determine if a conflict exists.

• Competing Interest Conflict of Interest: This conflict exists when the contractor has an existing contract with another transit agency or organization that will or has the appearance that it will impair the contractor from prioritizing DART’s needs. Offeror must provide a list of contracts with other transit agencies where it may have a competing interest against DART’s.

(c) Mark the applicable provision(s) with an "X":

To the best of my knowledge and belief, no employee of my firm has a direct or indirect financial, business, or close personal relationship with any Authority employee, any members of their immediate families, agents of the Authority, or agents of Authority employees or their immediately families, nor are any Authority employees or any member of their immediate family considering an offer of employment or is actively seeking employment with my firm;

An employee of my firm is related to an Authority employee, and a letter to the Contracting Officer explaining that relationship is attached to this Exhibit A.

Form 33.204 (11/25) Page 7 of 9 Exhibit A

To the best of my knowledge and belief, no real or apparent organizational conflicts of interest exist between my firm and the Authority, and a list of all existing contracts that my firm has had with the Authority over the last five (5) yeas that may have expired or been terminated will be included with my firm’s submission.

A real or apparent organizational conflicts of interest exists between my firm and the Authority and a letter to the Contracting Officer explaining that organizational conflict of interest is attached to this Exhibit A.

To the best of my knowledge and belief, no Agency conflicts of interest exist, and my firm is not engaged in activities that may counter the interests of the Authority.

An Agency conflict of interest exists between my firm and the Authority and a letter to the Contracting Officer explaining that Agency conflict of interest is attached to this Exhibit A.

(d) The requirement of this certification has been passed through to all first-tier subcontractors or subconsultants anticipated to be used at the time of the submission of my proposal.

12. Drug-Free Workplace Program Certification (3-803.03, NOV ‘25)

This certification applies to certain commercial products and services contracts as well as to all construction contracts with the Authority. The Contractor shall comply with all applicable local, state, and federal laws, standards, rules and regulations concerning Substance Abuse Programs, including, but not limited to Federal Acquisition Regulation (FAR) 52.226-7, “Drug-Free Workplace”, 49 CR Part 655, “Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations” and 49 CFR Part 40, “Procedures for Transportation Workplace Drug and Alcohol Testing Programs.

(a) By submission of an offer, the offeror certifies and agrees that, with respect to the offeror and all employees of the offeror to be utilized in the performance of any contract resulting from this solicitation, it will establish a drug-free workplace program that complies with the provisions of the Drug-Free Workplace Program Clause of the General Provisions.

(b) Failure of the offeror to have the drug-free workplace program complying with this certification and the Drug-Free Workplace Program Clause of the General Provisions available for the Authority's review and approval as part of the Authority's pre-award responsibility survey will be deemed a lack of responsibility rendering the offeror unqualified and ineligible for award.

If goals have been established, by submission of this offer, the offeror certifies that it will comply with the provisions of Exhibit G entitled "Disadvantaged Business Enterprise Provisions," and will meet such goals as are established in any ensuing contract.

13. Small Business Enterprise / Small Business Concern Goals (A-123, NOV’ 25)

If goals have been established, by submission of this offer, the offeror certifies that it will comply with the provisions of Exhibit G attached to this solicitation entitled "Small Business Concerns Provisions," and will meet such goals as are established in any ensuing contract.

14. Non-Discrimination Assurance (A-130, NOV ‘25)

The offeror certifies that it will not discriminate on the basis of race, color, national origin or sex in the performance of this contract. The offeror understands that it is required to insert the substance of this clause in all subcontracts and purchase orders. Failure by the Contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the Authority deems appropriate. The offeror further agrees by submitting this offer that it will include this certificate, without modification, in all subcontracts and purchase orders.

15. Contractor Certification Regarding Boycotting Israel (A-131, NOV ‘25)

Texas Government Code Chapter 2270 prohibits DART from entering into a contract with a for-profit company for goods or services unless the contract contains a written verification from the company that it:

(a) Does not boycott Israel; and

(b) Will not boycott Israel during the term of the contract.

Form 33.204 (11/25) Page 8 of 9 Exhibit A

Boycotting Israel includes refusing to deal with, terminating business activities with, or otherwise taking any action intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or with an Israeli-controlled territory, but does not include an action made for ordinary business purposes.

By submission of this offer, the offeror certifies that it does not boycott Israel as defined in Texas Government Code Section 808.001, as amended, and will not boycott Israel during the term of the contract.

If DART determines the offeror/contractor has violated these terms, the Agency may pursue any legal claims it may have against the offeror/contractor, including termination of the contract for default.

16. Contractor Certification Regarding Discrimination Against Firearm Entity or Firearm Trade Association (NOV

’25)

Texas Government Code Chapter 2274.02 prohibits DART from entering into a contract with a company for the purchase of goods or services unless the contract contains a written verification from the company that it:

(a) Does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and

(b) Will not discriminate during the term of the contract against a firearm entity or firearm trade association.

“Company” and “discrimination against firearm entity or firearm trade association” and “firearm entity” and “firearm trade association” have the meaning assigned by §2274.001 of the Texas Government Code. “Governmental entity” has the meaning assigned by §2251.001 of the Texas Government Code.

By submission of this offer the offeror certifies that it does not discriminate against any firearm entity or firearm trade association as defined in Texas Government Code, §2274.00.001 as amended, and will not discriminate any firearm entity or firearm trade association during the term of the contract.

If DART determines the offeror/contractor has violated these terms, the Authority may pursue legal claims it may have against the offeror/contractor, including termination of the contract for default.

17. Contractor Certification Regarding Boycotting Certain Energy Companies (NOV ’25)

Texas Government Code Chapter 2276.002 prohibits DART from entering a contract with a company for the purchase of goods or services unless the contract contains a written verification from the company that it:

(a) Does not boycott energy companies, and

(b) Will not boycott energy companies during the term of the contract, “Boycott energy companies” and “company” have the meaning assigned by §809.01. “Government entity” has the meaning assigned by §2251.001 of the Texas Government Code.

By submission of this offer, the offeror certifies that it does not boycott certain energy companies as defined in Texas Government Code §809.001 as amended and will not boycott certain energy companies during the team of the contract.

Form 33.204 (11/25) Page 9 of 9 Exhibit A

SIGNATURE BLOCK FOR ALL

REPRESENTATIONS & CERTIFICATIONS

NAME OF OFFEROR & ADDRESS (Include ZIP & phone)

OFFERORS MUST SET FORTH FULL, ACCURATE AND

COMPLETE INFORMATION AS REQUIRED BY THIS

SOLICITATION (INCLUDING THIS ATTACHMENT).

FAILURE TO DO SO MAY RENDER THE OFFER

NONRESPONSIVE OR UNACCEPTABLE.

A FALSE STATEMENT IN ANY OFFER SUBMITTED

TO THE AUTHORITY MAY BE A CRIMINAL

OFFENSE IN VIOLATION OF SECTION 37.10 OF THE

TEXAS PENAL CODE.

Signature: Date:

TYPE NAME: