RFQ- INVESTMENT ADVISOR Q-1216.pdf

Solicitation No. Q-1216

Dear Respondents, Austin Transit Partnership (ATP) is seeking responses from qualified investment advisers with extensive experience, especially with fixed-income securities, to provide non-discretionary portfolio management services for ATP in accordance with Texas Government Code, Chapter 2256 (Public Funds Investment Act) and the Investment Policy adopted by the Austin Transit Partnership Board of Directors. The selected investment advisor shall be a registered Investment Advisor as defined and regulated by the Securities and Exchange Commission and be registered with the Texas State Securities Board. The selected investment advisor must agree to be held to the Prudent Expert standard.

ATP will use a single-step procurement process, a Request for Qualification (“RFQ”) to identify the most highly qualified provider of investment advisory services. ATP will evaluate the SOQs submitted in response to this RFQ in accordance with the criteria set out in the RFQ. After identifying the most highly qualified provider, ATP will negotiate a fair and reasonable price for the services.

ATP’s Financial Services Department is responsible for the daily management of cash and investments. The Chief Financial Officer and Senior Vice President, Financial Services – Budget & Treasury and Senior Vice President, Financial Services – Accounting & Grants serve as Investment Officers for ATP. The ATP portfolio currently consists of two distinct funds: the Operating Fund and the Anti-Displacement Fund. In the future, there will be Debt Service Funds and Debt Service Reserve Funds. See Attachment 2 - FY26 Q3 Investment Report for ATP’s most recent quarterly investment report. As of June 30, 2026, the total funds available to ATP to invest are in excess of $500 million.

It is anticipated that the Selected Respondent will be awarded a five (5) year contract. The contract may be renewed or extended at the discretion of ATP for up to two (2) additional one (1) year terms. Unless otherwise indicated all durations are based on calendar days.

Responses to this RFQ are due on September 18, 2026, at 2:00 p.m. CT.

If you are interested in the opportunity, please submit your response through the ATP Vendor Portal in accordance with the instructions in this RFQ.

ATP looks forward to receiving your SOQ and determining who is suited to portfolio management services for ATP. We want to thank you in advance for your interest in working with us and the time you spend responding to this request.

Respectfully, Brad J. Cummings Senior Vice President, Procurement and Contract Management

Table 1 – RFQ Information

1. RFQ No.: Q-1216

2. Brief Description: This RFQ is for a qualified investment advising firm with extensive experience, especially with fixed-income securities, to provide non-discretionary portfolio management services

3. Submit SOQ at: https://pbsystem.planetbids.com/

4. Projected Procurement Schedule:

RFQ issue date August 18, 2026 Submission of RFQ Questions (close) September 4, 2026, at 10:00 a.m. CT SOQ submission due date and time September 17, 2026, at 2:00 p.m. CT Anticipated award October 2026

5. Communication with ATP:

Except as otherwise expressly set out in this RFQ, any and all communications regarding this RFQ must be directed to:

Name: Joshua Chronley Title: VP, Procurement Phone : 512-256-0241 E-mail : Joshua.Chronely@atptx.org

6. Funding:

As of the date of this RFQ and without limitation to ATP's right to amend or add funding sources, funding for the Project is anticipated to be provided through local funding sources. The most significant sources include Prop A contract revenue, which is generated from property taxes and was enacted into law in 2020.

7. SOQ Validity Requirement Each SOQ submitted in response to this RFQ must be valid and remain in effect for 180 calendar days from the SOQ submission due date.

RFQ Information

Important information relating to this RFQ is set out in the table below.

https://pbsystem.planetbids.com/ mailto:Joshua.Chronely@atptx.org%20

TABLE OF CONTENTS

SECTION PAGE

1. CONTRACT OPPORTUNITY

1.1 Overview

1.2 Minimum Qualifications

1.3 Description of Procurement Process

2. STATEMENT OF QUALIFICATIONS REQUIREMENTS

2.1 Response Format and General Requirements

2.2Volume A – Introductory Submittals

2.3 VOLUME B – STATEMENT OF QUALIFICATIONS

2.4 Volume C – Proposed Fees and Compensation

2.5 Volume D – Forms and Certifications

2.6 Volume E – Contract Exceptions – if applicable

3. EVALUATION AND SELECTION PROCESS

3.1 Evaluation Process

3.2 Responsiveness Review

3.3 Responsibility Review

3.4 Statement of Qualifications Evaluation

4. RFQ REQUIREMENTS

4.1 Amendments

4.2 RFQ Questions and Contract Exceptions

4.3 Cancellation of this RFQ

4.4 Late Statements of Qualifications, Modifications and Withdrawals

4.5 Alternate Statements of Qualifications

4.6 Changes to Key Personnel and Key Staff

4.7 INCORPORATION OF STATEMENT OF QUALIFICATIONS

4.8 ATP-RESRVED RIGHTS

4.9 Organizational Conflicts of Interest

4.10 Communications and Contacts

4.11 Confidentiality and Ownership

4.12 Protests, Disputes, and Administrative Remedies

4.13 Responsibility and Liability

5. RFQ DEFINITIONS AND INTERPRETATION

5.1 Definitions

5.2 Interpretation

APPENDIX A SCOPE OF SERVICES

APPENDIX B RFQ FORM

APPENDIX C SCHEDULE OF SUBCONTRACTOR(S)

APPENDIX D PROPOSED FEES AND COMPENSATION

APPENDIX E DRAFT FORM OF CONTRACT

APPENDIX F ATP INVESTMENT REPORT 2026

1. CONTRACT OPPORTUNITY

1.1 OVERVIEW

The successful Applicant will be responsible for, but not limited to, the following:

Austin Transit Partnership (ATP) is seeking Statements of Qualifications (“SOQs") from qualified investment advisers with extensive experience, especially with fixed-income securities, to provide non-discretionary portfolio management services for ATP in accordance with Texas Government Code, Chapter 2256 (Public Funds Investment Act) and the Investment Policy adopted by the Austin Transit Partnership Board of Directors. The selected investment advisor shall be a registered Investment Advisor as defined and regulated by the Securities and Exchange Commission and be registered with the Texas State Securities Board. The selected investment advisor must agree to be held to the Prudent Expert standard.

1.2 MINIMUM QUALIFICATIONS

Offerors submitting a response must meet each of the following minimum qualifications reflected below:

(a) Be a registered investment adviser under the Investment Adviser’s Act of 1940;

(b) Be a registered company with the Texas State Securities Board;

Failure to meet a minimum qualification will result in the SOQ being determined not responsive.

1.3 DESCRIPTION OF PROCUREMENT PROCESS

(a) This RFQ invites prospective Respondents to submit SOQs as set forth in Section 2 (Statement of Qualifications Requirements). SOQs will be evaluated in accordance with the evaluation criteria and process set forth in .

(b) Subject to ATP exercising any of its rights under Section 4.8 (ATP-Reserved Rights) at its sole discretion, at the conclusion of the SOQ review, ATP will identify the best qualified firms and recommend them for contract award.

2. STATEMENT OF QUALIFICATIONS REQUIREMENTS

2.1 RESPONSE FORMAT AND GENERAL REQUIREMENTS

SOQs shall comply with the following requirements:

(a) The SOQ shall be organized according to the requirements in this Section 2.1 and sectionalized as described in Table 2 (Submittal Requirements).

(b) The SOQ shall be submitted via ATP’s procurement portal https://vendors.planetbids.com/portal/50907/portal-home and provided in .pdf format and be .pdf searchable, with each page of the .pdf sequentially numbered (unless submittal is required in an alternate format).

(c) The SOQ shall conform to a twenty-five page requirement limit. ATP values clear and concise responses. Page limits are exclusive of the RFQ Form, the required resumes, and organizational charts and other required forms or certifications.

(d) The SOQ shall include the submittals described in Section 2.2 (Volume A – Introductory Submittals).

(e) The SOQ shall include the submittals described in Section 2.3 (Volume B – Statement of Qualifications).

(f) The SOQ shall include the submittals described in Section 2.4 (Volume C – Forms and Certifications).

(g) Brochures, links to websites, videos, and miscellaneous materials not specifically requested or allowed will not be considered by ATP. Content of websites or other external documents referred to in the SOQ will not be considered by ATP unless submitted in their entirety as part of the SOQ.

(h) Unless otherwise provided, all names and applicable titles shall be typed or printed below signatures.

Table 2 – Submittal Requirements

SOQ Section Required Contents

Volume A – Introductory Submittals

A.1 RFQ Form A.2 Executive Summary Volume B – Experience, Technical Competence, and Capability to Perform B.1 Company Background and Personnel B.2 Investment Management Approach and Discipline B.3 Accounting and Reporting B.4 Company Experience and References Volume C – Proposed Fees and Compensation C.1 Proposed Fees and Compensation Volume D – Forms and Certifications D.1 Forms and Certifications Volume E Contract Exceptions (if applicable) E.1 Contract Exceptions

2.2 VOLUME A – INTRODUCTORY SUBMITTALS

(a) RFQ Form

I. Complete the RFQ Form in Appendix B (RFQ Form) in accordance with the instructions on the RFQ Form.

II. The RFQ Form shall be executed on behalf of the Respondent by an authorized representative(s) with full legal authority and capacity to approve, execute, acknowledge, deliver, enter into, and commit to the SOQ and all required RFQ forms and documents.

III. Failure to sign the RFQ Form and all required RFQ forms and documents may result in disqualification.

(b) Executive Summary Letter

I. Include a brief summary of the key or most important points of your proposal.

Include the names of the persons who will be authorized to make representations for the proposer, their titles, addresses, and telephone numbers. The summary should not exceed two (2) letter-sized pages.

2.3 VOLUME B – STATEMENT OF QUALIFICATIONS

Company Background and Personnel Provide a description of your company background and personnel, in your description provide responses to the following:

I. Describe the organization, date founded and ownership of your firm. If your company has experienced a significant change in organizational structure, ownership, or management during the past three years, please describe.

II. Identify who will be the primary point of contact for ATP.

III. Describe any other business affiliations (e.g., subsidiaries, joint ventures, and “soft dollar” arrangements with brokers).

IV. Is your company a registered investment adviser under the Investment Adviser’s Act of 1940? Is your company registered with the Texas State Securities Board?

V. List by name and job description the individual(s) employed by your company who will provide direct investment management services to ATP. Include each individual’s educational background, professional designations and licenses, experience providing direct investment management services, number of years employed full-time by your company, total number years of experience, and the amount of time to be assigned to the individual(s) to service ATP’s account.

VI. Provide an organizational chart showing your proposed project team, including analytical, investment and research staff, other decision support and back office support. Identify the primary contact and describe the roles of each key person.

(a)

VII. Describe any regulatory censure and/or any litigation filed against your company or its officers, owners, agents, or employees during the past ten (10) years. Provide the style of any and all lawsuits, including names of plaintiffs and defendants, cause number, court hearing the lawsuit, and the final outcome of each lawsuit, including arbitration.

VIII. Describe any criminal prosecution filed against your company or its officers, owners, agents, or employees during the past ten (10) years, including the filing of misdemeanor or felony complaints and/or felony indictments and also including alleged improper, fraudulent or unfair activities related to the sale of securities. Provide the style of any and all criminal prosecutions, including names of defendants, the prosecuting state, cause number, court hearing the case, and the final outcome of each prosecution.

IX. Describe how your company keeps its employees informed of developments and changes in regulations that are relevant to the management of public sector investment portfolios.

X. Provide A Copy Of Your Company’s Most Recent Audited Financial Statements

(b) Investment Management Approach and Discipline

Provide a description of your company’s Investment Management Approach and Discipline in your responses to the following:

I. Outline the steps that would be taken to achieve the following objectives for ATP’s investments, in order of priority: safety, liquidity and yield.

II. Briefly describe your firm’s investment management philosophy including your approach to managing governmental operating funds and managing tax-exempt bond funds.

III. How are portfolios managed (e.g., by team, individual manager)? What is the back-up when the assigned portfolio manager is away?

IV. What are the primary strategies employed by your company for adding value to portfolios?

V. Describe the in-house technical and research support services your company has available. What other sources does your company use on a regular basis?

VI. What assistance will your firm provide to ATP for cash flow forecasting and for dealing with fluctuating cash flows?

VII. What performance benchmarks would your company suggest for ATP’s portfolio?

VIII. Describe the daily procedures for portfolio review and client contact.

IX. Use of ATP Staff - Provide in detail the information and assistance you will require from ATP staff.

(c) Accounting and Reporting

Provide a description of your company’s accounting and reporting in your description provide responses to the following:

I. Describe the investment accounting and reporting system used by your company.

II. Describe the frequency and format of reports that your company would provide to ATP (including the methods and formulas used to calculate yield and performance). Provide a sample of the reports that will be provided.

III. Describe the method(s) by which reports and information will be distributed to ATP or by which ATP will access reports and information.

IV. Respond whether ATP will be able to receive portfolio information upon request in Excel format.

V. Respond whether ATP will have secure online self-service access to portfolio information.

VI. Can your firm commit to making investment reports available to ATP within 5 business days following the last day of each calendar month?

(d) Company Experience and References

Provide a description of your company experience and references in your description provide responses to the following:

I. Detail the experience the company office that will be responsible for this account has had in investment management services and specifically in managing investment portfolios for public funds, governmental entities and transportation entities.

II. Summarize fixed-income assets under your management (institutional only) over the past five years. Distinguish between pension and non-pension assets.

III. Specify your company’s experience in developing investment policies and portfolio management guidelines and strategies for government operating funds and for tax- exempt bond funds.

IV. Provide five client references (preferably public sector) for which your company has provided investment management services, including client name, address, phone number of the contact person, and length of time such entity or entities have been your client. Indicate specifically what type(s) of investment management services you provide.

V. Provide the number and types of accounts, total asset value, and composition of portfolios currently being managed by your company.

VI. Please indicate whether your company offers to manage the following types of securities for ATP:

(A) U.S. TREASURY OBLIGATIONS

(B) FEDERAL AGENCY/INSTRUMENTALITY SECURITIES

(C) REPURCHASE AGREEMENTS, INCLUDING FLEXIBLE REPURCHASE

AGREEMENTS

(D) CERTIFICATES OF DEPOSIT

(E) STATE AND LOCAL MUNICIPAL OBLIGATIONS

(F) COMMERCIAL PAPER

(e) ADV Parts I and II; Proof of Registration

Please provide copies of your company’s ADV Parts I and II as on file with the SEC and proof of registration with the Texas State Securities Board. This can be attached as an appendix.

(f) References

I. List a minimum of 5 of your most comparable existing public fund clients and the length of time they have been clients. Include the following information for each reference:

II. Provide the number and types of investment management clients your company has gained in the last 12 months and how many your company has lost in the last 12 months, and briefly explain the loss of each client.

III. Financial References. Submit at least one (1) reference from a financial institution that may be contacted regarding your company’s financial strength to perform under the proposed contract.

2.4 VOLUME C – PROPOSED FEES AND COMPENSATION

I. Utilizing Appendix D, provide a detailed description of the fees your firm would charge, the methods by which your firm would calculate the fees and the timing of when the fees would be billed and payable.

II. Estimated Fee Calculation Scenario. Included in Appendix F – FY26 Q3 Investment Report is ATP’s Investment Report for the quarter ended June 30, 2026. Using this investment report, based on the methods and fee levels your firm has proposed, provide an illustrative calculation of the fees that would have been applicable to services for the months included in this investment report. Identify and explain any fees your firm has proposed that cannot be calculated using the data provided in this investment report

III. Pricing is submitted for subsequent fair-and-reasonable negotiations and is not used to determine the most highly qualified respondent and will not be scored.

2.5 VOLUME D – FORMS AND CERTIFICATIONS

(a) Schedule of Subcontractors

Complete Schedule of Subcontractors found in Appendix C.

2.6 VOLUME E – CONTRACT EXCEPTIONS – IF APPLICABLE

If applicable, submit any exceptions to the draft form of Contract in accordance with Section 4.2.

3. EVALUATION AND SELECTION PROCESS

3.1 EVALUATION PROCESS

This procurement will be conducted in accordance with ATP's Procurement Policy and Procedures. ATP will first review SOQs for responsiveness to the applicable requirements of this RFQ and to determine if Respondents are responsible. Next, each Respondent's SOQ will be evaluated and receive a score calculated as the sum of the evaluation criteria set forth in Table 3 (Summary Scoring Table) (the "Technical Score"). Subject to exercising any of ATP's rights under at its sole discretion, at the conclusion of the SOQ review, ATP will identify the best qualified Respondent(s).

3.2 RESPONSIVENESS REVIEW

ATP will review SOQs for responsiveness to the applicable requirements of this RFQ. A responsive SOQ is one that conforms in all material aspects to the requirements of this RFQ. At ATP's sole discretion, an SOQ may be deemed non-responsive and may be disqualified from this RFQ if the SOQ does not comply with any instructions, requirements, terms, or conditions of this RFQ. Without limiting the generality of the foregoing, ATP will evaluate the forms and certifications in as either responsive or non-responsive.

3.3 RESPONSIBILITY REVIEW

ATP will determine if Respondents are responsible. A responsible Respondent is one who affirmatively demonstrates to ATP that the Respondent has adequate financial resources and the requisite capacity, capability, and facilities to perform the Contract within the period of performance, has a satisfactory record of performance on other comparable projects, has a satisfactory record of integrity and business ethics, and is otherwise qualified and eligible to receive an award under this RFQ. Failure to meet the minimum requirements as identified in will also result in a determination that the Respondent is not deemed responsible. A Respondent that is not determined responsible is ineligible for award.

3.4 STATEMENT OF QUALIFICATIONS EVALUATION

The evaluation of SOQs will be based on the criteria described in Table 3 (Summary Scoring Table) and in accordance with

Each criterion in Table 3 (Summary Scoring Table) has a weighting (A) and will be given a raw score (B) between 0-5 based on a qualitative review in accordance with Table 3 (Summary Scoring Table) as described in this Section 3.4. The criteria weighting (A) will then be multiplied by the raw score (B) to calculate the weighted score. The weighted score = (A) x (B).

The qualitative scale for each 0-5 score is based on the following:

(i) 0 = Fail, the response fails to address the requirements or criteria described in this RFQ or cannot be assessed due to missing information.

(ii) 1 = Poor, the response inadequately addresses the requirements or criteria described in this RFQ.

(iii) 2 = Unsatisfactory, the response addresses the requirements or criteria described in this RFQ in an unsatisfactory manner.

(iv) 3 = Satisfactory, the response addresses all requirements or criteria described in this RFQ in a minimum satisfactory manner.

(v) 4 = Good, the response addresses all requirements or criteria described in this RFQ and in some respects exceeds them; and

(vi) 5 = Excellent, the response addresses and exceeds all of the requirements or criteria described in this RFQ.

The criteria in Table 3 (Summary Scoring Table) will be combined in accordance with the following formula, equaling the "SOQ Total": sum of criteria 1. + 2. + 3. + 4.

The highest possible SOQ Total score is 100 points, allocated as set out in Table 3 (Summary Scoring Table).

Information received in relation to the requested references may be considered when evaluating the SOQ.

Table 3 –Summary Scoring Table

SOQ Section Maximum Score

Company Background and Personnel 15 Investment Management Approach and Discipline 30

Accounting and Reporting 25

Company Experience and Personnel 25 Overall Score 100

4. RFQ REQUIREMENTS

4.1 AMENDMENTS

(a) ATP reserves the right to modify this RFQ by issuing amendments at any time before the SOQ Due Date. Any amendments issued regarding this RFQ will be issued via email and must be acknowledged by Respondents where indicated on the RFQ Form.

(b) If this RFQ is amended, all terms and conditions which are not modified remain unchanged.

4.2 RFQ QUESTIONS AND CONTRACT EXCEPTIONS

(a) Respondents may submit written comments, questions, or requests for clarification relating to this RFQ (collectively, "RFQ Questions"). RFQ Questions must be submitted by the date set out in Table 1 (RFQ Information) via PlanetBids at: https://vendors.planetbids.com/portal/50907/portal-home

(b) ATP intends to provide responses to RFQ Questions but reserves the right not to do so in its discretion. Any oral responses, explanations, or instructions given before Contract award or otherwise, will not be binding on ATP. ATP will endeavor to provide responses to RFQ Questions submitted in accordance with this Section 4.2 within a reasonable period following receipt of the RFQ Questions. ATP is not obligated to provide responses to any RFQ Questions.

(c) Contract Exceptions

I. As part of its SOQ, Respondents may identify any Section(s) of the draft form of Contract included as Appendix G (Draft Form of Contract) that they object to ("Contract Exceptions"). Any Contract Exceptions shall be provided in the format and content in Table 6 (Draft Form of Contract Exceptions). The comments shall be provided in a spreadsheet and submitted with a cover sheet marked "Draft Form of Contract Exceptions". Contract Exceptions will not count towards the SOQ page limit.

II. If no Contract Exceptions are raised, ATP shall be entitled to assume that the Respondent accepts the draft form of Contract included as Appendix E (Draft Form of Contract).

III. Respondent are cautioned to limit Contract Exceptions as they are strongly discouraged by ATP and may be determined by ATP to cause the SOQ to be deemed non-responsive. ATP may reject any Contract Exception and require the Contractor to enter into the draft form of Contract included as Appendix E (Draft Form of Contract).

IV. ATP may clarify or resolve the Contract Exceptions during one-on-one meetings with the Respondents.

Table 4 – Draft Form of Contract Exceptions

RFP

Document

Section/Page Requirement Rationale Benefit to

ATP

Impacts

Draft Form of Contract

Applicable Section/page number

Identify the requirement to which the Respondent objects or requires further discussion

Respondent’s justification why it objects or requires further discussion and its alternative strategy or position

Benefit to ATP if the proposed alternative strategy or position is approved

On scope, cost, performance, etc.

4.3 CANCELLATION OF THIS RFQ

This RFQ may be cancelled, in whole or in part, by ATP before or after receipt of SOQs in accordance with ATP's Procurement Policy and Procedures.

4.4 LATE STATEMENTS OF QUALIFICATIONS, MODIFICATIONS AND WITHDRAWALS

(a) Absent errors or mistakes by ATP, SOQs received after the SOQ Due Date shall be rejected without consideration or evaluation.

(b) An SOQ May Be Modified or Withdrawn by Notifying ATP On the Vendor Portal. To Be Effective, Modifications or Withdrawals Must Be Submitted Prior To the SOQ Due Date Alternate Statements of Qualifications

(c) A late modification of a Shortlisted Respondent's SOQ prior to Contract award may be considered and accepted by ATP at its sole discretion.

4.5 ALTERNATE STATEMENTS OF QUALIFICATIONS

(a) Alternate SOQs shall not be accepted in response to this RFQ. An alternate SOQ means an SOQ submitted that departs from the specific stated requirements of this RFQ.

4.6 CHANGES TO KEY PERSONNEL AND KEY STAFF

(a) Respondent may not change its proposed personnel after submission of its SOQ.

If Respondent wishes to change any proposed personnel identified in its SOQ at any time after the SOQ Due Date and prior to execution of the Contract, Respondent must submit to ATP a written request for its approval of the change as soon as possible. The Respondent must provide ATP with such information as ATP may require with respect to any proposed change, including the reasons for the change, identify the proposed new personnel, identify any qualifications (including their resume) and evidence demonstration that the changed personnel is of a similar or higher standard.

(b) ATP is under no obligation to approve such requests and may approve or disapprove such requests in its sole discretion. If such request is disapproved, the Respondent shall retain the original Key Personnel or Key Staff (unless the request was based on circumstances beyond the Respondent's control, in which case ATP may require the Respondent to propose alternate candidates). Following execution of the Contract, any proposed changes to Key Personnel, and Key Staff will be governed by the Contract

(c) If a Respondent changes any of the Key Personnel or Key Staff identified in its SOQ at any time after the SOQ Due Date and prior to Contract award, ATP reserves the right to reduce the Respondent's Technical Score under this RFQ by up to 5 points for each change to Key Personnel or Key Staff, except in the event that the Proposed changes its Project Manager, in which case ATP reserves the right to reduce the Respondent's Technical Score under this RFQ by up to 10 points

4.7 INCORPORATION OF STATEMENT OF QUALIFICATIONS

ATP Reserves the right to incorporate any or all aspects of the successful Respondent’s SOQ in the contract, by reference or full text.

4.8 ATP-RESRVED RIGHTS

ATP RESERVES THE RIGHT TO TAKE ANY OF THE ACTIONS BELOW AT ITS SOLE

DISCRETION, INCLUDING:

(a) reject any or all SOQs in part or in total, for any reason;

(b) accept an SOQ if considered best for ATP's interest;

(c) cancel this RFQ, in whole or in part;

(d) issue subsequent RFQs;

(e) amend this RFQ before and after receipt of SOQs (including amending this RFQ's schedule);

(f) amend the Contract prior to Contract execution;

(g) exercise its sole discretion to determine matters of responsiveness and issues that may be cured or addressed through evaluation of the criteria and sub-criteria identified in this RFQ;

(h) request further or additional information from any or all Respondents;

(i) investigate the qualifications of all Respondents under consideration;

(j) confirm any part of the information furnished by a Respondent;

(k) require other evidence of managerial, financial, or technical competence which are considered necessary for the successful performance of the relevant Work;

(l) conduct discussions with any, all, or none of the Respondents;

(m) disqualify any or all Respondents upon evidence of an OCI, noncompliance with any of the terms in this RFQ, false or misleading certifications or representations in its SOQ, or collusion with intent to defraud or other illegal practices on the part of the Respondent; and

(n) waive any informalities or minor irregularities in any SOQ, to the extent permitted by law.

4.9 ORGANIZATIONAL CONFLICTS OF INTEREST

(a) General

Attention is directed to ATP's Procurement Policy and Procedures, specifically, Section 7.2 (Contractor Organizational Conflicts of Interest) therein, in which an organizational conflict of interest ("OCI") may exist when one of the following circumstances arise:

I. unequal access to information;

II. biased ground rules; or

III. lack of impartiality or impaired objectivity.

(b) Unequal Access to Information

If during the performance under a previous or current contract or task order for ATP a firm has access to non-public information and that information could provide it with an unfair competitive advantage in a later competition for a follow-on contract, its performance may create an OCI.

(c) Biased Ground Rules

If during the performance under a previous or current contract or task order for ATP a firm in some sense sets the ground rules for another task/contract with ATP, an OCI may exist.

(d) Lack of Impartiality or Impaired Objectivity

When a firm is unable, or potentially unable, to provide impartial and objective assistance or advice to ATP due to other activities, relationships, contracts, or circumstances, an OCI may exist. This could lead to impaired objectivity, where the firm's ability to render impartial advice to ATP could appear to be undermined by its relationship with the entity whose work product is being evaluated. For example, if a firm's work under a contract/task order involves it overseeing or evaluating its own work product under another contract/task order that could lead to a lack of impartiality/impaired objectivity.

(e) Applicability and Disclosure

I. OCIs are fact dependent, and the party with the greatest access to the relevant facts as to whether a Respondent has an OCI will always be the Respondent itself. ATP is the ultimate arbiter of whether a Respondent has an OCI. ATP has determined that it is not appropriate for ATP to:

(A) evaluate a particular Respondent's circumstances before receiving all the facts that would be included in an SOQ;

(B) give legal advice; or

(C) make a business decision for a Respondent concerning participation in a procurement.

II. For the purposes of responding to this Solicitation, Respondents are prohibited from engaging in discussions relating to the Project or the RFQ process from or with, or including on its Respondent team, any person or entity with an OCI.

III. ATP may, in its discretion, add to or amend the list of Restricted Parties.

IV. Respondents are responsible for identifying any potential or actual OCIs before obtaining any advice or engaging in any discussions relating to the Project or the RFQ process and when determining who to include within the Respondent team.

V. If any Respondent considers that a perceived, potential, or actual OCI may exist and intends to submit an SOQ or is discovered after the Respondent has submitted its SOQ, the Respondent has a duty to mitigate such OCI and shall make an immediate and full written disclosure to ATP's contact person identified in Table 1 (RFQ Information) which includes:

(A) the Solicitation number;

(B) the names and contact information of the persons or entities to which the perceived, potential, or actual OCI relates;

(C) a description of the perceived, potential, or actual OCI; and

(D) a description of the action(s) that the Respondent has taken, or proposes to take, to avoid, mitigate, or neutralize such perceived, potential, or actual OCI.

4.10 COMMUNICATIONS AND CONTACTS

(a) Unless otherwise expressly set out in this RFQ, the following rules of contact shall apply during this procurement process, which begins with the date of issuance of this RFQ and continues until the earliest of (i) award and execution of the Contract,

(ii) rejection of all SOQs by ATP, or (iii) cancellation of the procurement. These rules are designed to promote a fair and unbiased procurement process. Contact includes face-to-face, telephone, facsimile, e-mail, or formal written communication.

(b) After submittal of an SOQ, no Respondent may communicate with another Respondent with regard to either team's SOQ.

(c) No Respondent may have any contact regarding this RFQ or the procurement with any member of the ATP Board of Directors or with any ATP employees, representatives, staff, advisors, consultants, or stakeholders, including, the City and CapMetro, involved with this procurement, other than with ATP's contact person identified in Table 1 (RFQ Information) or as otherwise described in this

RFQ.

(d) Any Respondent engaging in prohibited or improper communications may be disqualified from further participation in this RFQ, and from award of the Contract or any Subcontract under this RFQ, at the sole discretion of ATP.

(e) ATP will not be responsible for any oral exchange or any other information or exchange that occurs outside of the official process specified in this RFQ.

4.11 CONFIDENTIALITY AND OWNERSHIP

(a) Confidentiality and Disclosure Statement

I. By participating in this RFQ process (whether or not an SOQ is ultimately submitted), each Respondent shall be deemed to have acknowledged and agreed that any materials submitted to ATP, including RFQ Questions and SOQs, become ATP records that are subject to production in accordance with the Texas Public Information Act.

II. Respondents should familiarize themselves with the Texas Public Information Act. ATP will not advise a Respondent as to the nature or content of documents or other records entitled to protection from disclosure under open records laws, as to the interpretation of such laws, or as to the definition of "trade secret" or "confidential".

III. If a Respondent wishes to submit an RFQ Question, provide any feedback, or submit an SOQ with information that it believes is confidential in nature, such Respondent shall clearly label only that portion of the text that it believes is confidential, proprietary, or trade secret protected. This designation shall be for informational purposes only and does not guarantee that ATP will withhold the designated text from production. ATP shall not have any liability to any Respondent for the failure to protect confidential material provided by the Respondent and will disclose its records in accordance with the Texas Public Information Act.

(b) Ownership of Submitted Materials

I. All materials (including RFQ Questions and SOQs) submitted in response to this RFQ shall become the property of ATP and will not be returned.

II. ATP has the right to use any or all ideas presented in any SOQ or other information submitted in response to this RFQ or during the course of discussions and communications related to this RFQ, regardless of whether or not the Respondent participates in a future solicitation and regardless of whether the ideas are incorporated in the Project.

4.12 PROTESTS, DISPUTES, AND ADMINISTRATIVE REMEDIES

(a) Pursuant to the authority granted to ATP under State law and in consideration of ATP's use of its limited resources to administer, analyze, evaluate, respond, or otherwise handle this submission, by submitting the SOQ to ATP, the Respondent agrees to exhaust all its administrative remedies under Chapter 6 (Protests, Disputes and Administrative Remedies) of ATP's Procurement Policy and Procedures and to submit any protest under this Solicitation (or dispute under any resulting Contract) to the procedures for protests and dispute resolution pursuant to Chapter 6 (Protests, Disputes and Administrative Remedies) of ATP's Procurement Policy and Procedures prior to seeking judicial relief of any kind in connection with any "ATP Procurement Related Matter" (as defined in ATP's Procurement Policy and Procedures).

4.13 RESPONSIBILITY AND LIABILITY

Each Respondent is solely responsible and liable for:

(a) all investigations and analyses related to its preparation of its SOQ for the Project;

(b) preparation of its SOQ, including the costs of such preparation; and

(c) complying with all requirements of this RFQ.

5. RFQ DEFINITIONS AND INTERPRETATION

5.1 DEFINITIONS

"Applicable Law" means any federal, State, or local statute, law, regulation, ordinance, rule, standard, judgment, order, executive order, decree, directive, guideline, policy requirement, or other governmental restriction or any similar form of decision of or determination by, or any interpretation or administration of any of the foregoing by, any court or Government Entity, which is applicable to this RFQ, whether taking effect before or after the effective date of the RFQ. An Applicable Law, when cited in this RFQ, shall be as amended unless provided to the contrary.

"ATP" means Austin Transit Partnership.

"ATP Board of Directors" means the Board of Directors (Executive Committee) of ATP, as appointed from time to time.

"ATP Procurement Related Matter" is defined in Section 4.12(a) (Protests, Disputes, and Administrative Remedies).

"ATP's Procurement Policy and Procedures" means the policy and procedures adopted by ATP which establish procedures relating to the procurement of goods and services, which can be found at https://www.atptx.org/wp-content/uploads/2024/07/ATP- Procurement-Policy-and-Procedures-07.2024.pdf.

"City" means the City of Austin.

"Contract" means the legal services contract to be entered into by and among ATP and the Contractor, the form of which is attached hereto as .

"Contractor" means a successful Respondent (including its permitted successors, assigns, employees, officers, duly authorized representatives, and agents) that executes, or will execute, a Contract with ATP.

"DOT" means the United States Department of Transportation.

"FTA" means the Federal Transit Administration.

"Government Entity" means any federal, state, or local government and any political subdivision or any governmental, quasi-governmental, judicial, public, or statutory instrumentality, administrative agency, authority, body, or entity, other than ATP.

"OCI" is defined in .

"Respondent" means the prime entity, company, partnership, or joint venture that:

(a) prior to SOQ submission, is interested in submitting an SOQ in response to this RFQ and that has obtained a copy of this RFQ; or

(b) on and after SOQ submission, has submitted an SOQ in response to this RFQ.

"RFQ" means all documents, whether attached or incorporated by reference, utilized for requesting SOQs from Respondents.

"RFQ Form" means the form titled "RFQ Form" included as Appendix B (RFQ Form).

"RFQ Questions" is defined in .

"Scope of Work" means the scope of work included in .

"Solicitation" means all documents, whether attached or incorporated by reference, utilized for requesting Statements of Qualifications from Respondents.

"SOQ Due Date" means the date and time by which the SOQ must be submitted as shown in Table 1 (RFQ Information).

"State" means the state of Texas.

"Statement of Qualifications" or "SOQ" means the statement of qualifications to be submitted in response to this RFQ.

"Technical Score" is defined in Section 3.1 (Evaluation Process).

https://www.atptx.org/wp-content/uploads/2024/07/ATP-Procurement-Policy-and-Procedures-07.2024.pdf https://www.atptx.org/wp-content/uploads/2024/07/ATP-Procurement-Policy-and-Procedures-07.2024.pdf

"Work" means the relevant services and obligations of the Contractor as described in .

5.2 INTERPRETATION

(a) Headings

The various topical headings contained in this RFQ are intended for convenience only and do not affect the meaning or interpretation of this RFQ or any of its provisions.

(b) Word Construction

In this RFQ unless otherwise expressly stated:

I. the singular includes the plural and vice versa (as the context may require);

II. references to any Applicable Law include all statutory or regulatory provisions consolidating, amending, or replacing the Applicable Law referred to;

III. the word "including", "includes", and "include" shall be deemed to be followed by the words "without limitation";

IV. references to Persons include their permitted successors and assigns and, in the case of a Government Entity, entities succeeding to their respective functions and capacities;

V. words of any gender shall include each other gender where appropriate;

VI. the word "or" is not exclusive;

VII. "shall" when stated is to be considered mandatory; and

VIII. in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" mean "to and including".

APPENDIX A SCOPE OF SERVICES

The successful Applicant will be responsible for, but not limited to, the following:

1. provide non-discretionary management of ATP’s operating portfolio, as assigned, by acting solely in an advisory and administrative capacity within the guidelines of the ATP’s Investment Policy;

2. provide non-discretionary management of tax-exempt bond funds, as assigned, by acting solely in an advisory and administrative capacity within the guidelines of the ATP’s Investment Policy;

3. assist in the development and periodic review and update of a cash-flow model, which will form the foundation for investment and cash management decisions;

4. execute securities purchases and/or sales with approved brokers/dealers on a delivery versus payment basis in accordance with the ATP’s Investment Policy upon instruction from authorized ATP staff, confirm by fax or email to ATP all details of each trade including dealers contacted and offers/bids received, enter details of each trade into the online safekeeping portal (currently WellsFargo) and follow up to ensure securities are delivered;

5. maintain documentation of competitive pricing for securities;

6. monitor creditworthiness of financial institutions and issuers of investments in the portfolio, and promptly report adverse credit rating actions concerning investments held by ATP;

7. provide timely assessments of the market and market reactions to economic events;

8. not be responsible, other than for reporting purposes, for operating or bond funds which ATP may at its discretion, place in local government investment pools, bank savings accounts, money market mutual funds or other investments it deems in the best interest of ATP;

9. provide detailed monthly, quarterly, annual and ad hoc reports for all ATP investments;

(a) such reports shall be comprehensive, including all investments in ATP’s portfolio whether or not recommended, arranged and/or settled by the selected Respondent;

(b) the monthly and quarterly reports shall satisfy all applicable reporting requirements of the Texas Public Funds Investment Act and shall include the following information at a minimum:

i. for securities purchased during the reporting period: purchase date, coupon rate, maturity date, call date, par value, historical cost, accrued interest purchased and yield;

ii. for securities sold and matured during the reporting period: date sold/matured, maturity date, call date, coupon rate, par value, historical cost, amortized cost at disposition date, fair value at disposition, realized gain or loss, accrued interest sold, interest received, interest earned and yield;

iii. investment transactions by date for the reporting period;

iv. upcoming cash activity for the portfolio(s);

v. summaries of portfolio activity for the reporting period on the amortized cost basis and on the fair value basis with comparisons to benchmark rates of return;

vi. summaries of securities held by security type and by maturity distribution; and market commentary and outlook as it pertains to ATP’s portfolio;

(c) assist ATP, as requested, in determining the market value of U.S. Treasury and U.S. Agency debt securities and U.S. Agency mortgage-backed securities pledged as collateral for bank deposits by ATP’s depository bank.

(d) not less than annually and upon request, review the ATP’s Investment Policy and provide written comments and recommendations;

(e) maintain documentation of ATP’s Investment Committee’s approved brokers/dealers;

(f) perform broker/dealer due diligence for ATP’s approved and proposed brokers/dealers and maintain evidence of compliance with criteria approved by the ATP; and

(g) provide professional presentations on portfolio status and performance, as requested, to the Board of Directors and ATP management.

(h) Provide web or real-time access to reporting on all ATP holdings through a tool such as Clearwater or equal offering.

Restrictions on Scope of Work

1. The selected Respondent will not provide custodial services or security safekeeping nor take possession of securities or funds of ATP.

2. All transactions will settle on a delivery versus payment basis.

3. All securities will be held in ATP’s name by its third-party custodian.

4. ATP will instruct its custodian to either accept or deliver securities.

5. The selected investment advisor will provide the executed Trade Tickets for ATP staff to enter into the safekeeping or custody portal.

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Andy Padilla Cross-Out

APPENDIX B RFQ FORM

The undersigned hereby offers to perform and complete the relevant Work as required in the Contract.

1. Respondent's information: 2. Person authorized to sign the SOQ:

Name: Name:

Title:

Address: 3. Respondent's Signature and Date:

ATP Vendor No.: _________________________________________ Work Phone: Signature Cell Phone: __________________________________________ E-mail: Date

4. Solicitation number:

5. Contents:

Volume A: Introductory Submittals (submit one set total)

☐ A.1 RFQ Form

☐ A.2 Introductory Letter

Volume B: Experience, Technical Competence, and Capability to Perform ☐ B.1 Company Background and Personnel

☐ B.2 Invest. Management Approach and Discipline

☐ B.3 Accounting and Reporting

☐ B.4 Company Experience and References

☐ B.5 Proposed Fees and Compensation

Volume C: Forms and Certifications (submit one set total) ☐ C.1 Schedule of Subcontractors

6. Acknowledgement of Amendments:

The Respondent acknowledges receipt of the following amendment(s) to this RFQ:

Amendment No.________________ Date ________________

Amendment No._________________Date ________________

APPENDIX C

Schedule of Subcontractor(s)/Subconsultant(s)

Offerors should provide information on all of their prospective subcontractor(s)/ subconsultant(s) who intend to perform work on this contract.

Contract Name: Name of Prime Contractor:

NAMES AND ADDRESSES OF

SUBCONTRACTOR(S)/

SUBCONSULTANT(S)

TYPE OF WORK TO

BE PERFORMED

PREVIOUS YEAR’S ANNUAL

GROSS RECEIPTS

NAME:

ADDRESS:

PHONE:

FAX:

E-MAIL:

TAX ID #:

CONTACT PERSON:

TYPE OF WORK:

AGE OF FIRM:

□ less than $500K

□ $500K - $2 mil.

□ $2 mil. - $5 mil.

□ more than $5 mil.

NAME:

ADDRESS:

PHONE:

FAX:

E-MAIL:

TAX ID #:

CONTACT PERSON:

TYPE OF WORK:

AGE OF FIRM:

□ less than $500K

□ $500K - $2 mil.

□ $2 mil. - $5 mil.

□ more than $5 mil.

NAME:

ADDRESS:

PHONE:

FAX:

E-MAIL:

TAX ID #:

CONTACT PERSON:

TYPE OF WORK:

AGE OF FIRM:

□ less than $500K

□ $500K - $2 mil.

□ $2 mil. - $5 mil.

□ more than $5 mil.

NAME:

ADDRESS:

PHONE:

FAX:

E-MAIL:

TAX ID #:

CONTACT PERSON:

TYPE OF WORK:

AGE OF FIRM:

□ less than $500K

□ $500K - $2 mil.

□ $2 mil. - $5 mil.

□ more than $5 mil.

Name/Title of Person completing this form:

Signature: Date:

APPENDIX D – Proposed Fees and Compensation

Fee Schedule for Investment Advisor Services

The line items price must include all costs that the offeror intends to recover, such as, but not limited to supervision, labor, equipment, materials, vehicle licensing vehicle title, warehousing, freight, pick-up, financing, carrying charges, and all other such charges to accommodate the supplies/services and delivery requirements. The work item(s) shall include all the labor, equipment, material, and incidentals required for a complete and operating installation. No price adjustments will be made, unless specifically provided for by an additional provision.

PAY ITEM

# Assets Under Management FEE COST

Year

Total In the space below: Provide a detailed description of the fees your firm would charge, the methods by which your firm would calculate the fees and the timing of when the fees would be billed and payable

Authorized Firm Signature Date

DRAFT FORM OF CONTRACT

APPENDIX [D] – DRAFT FORM OF CONTRACT

This Contract is made by and between the Austin Transit Partnership ("ATP"), a local government corporation, and []1 (the "Consultant"), a [].

THE PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS

Unless otherwise expressly stated in this Contract, capitalized terms and acronyms used in this Contract have the meanings given in Appendix 1 (Definitions).

2. SCOPE OF SERVICES

The Consultant shall perform the Services in accordance with this Contract, including Appendix 2 (Scope of Services), the Texas Public Funds Investment Act (Texas Government Code Chapter 2256), and ATP’s then-current Investment Policy. The Services are non-discretionary investment advisory and administrative services. The Consultant shall act solely within the authority granted by ATP and shall not take custody or possession of ATP funds or securities.