Request for Proposals

For

CPA Services for Expiring LIHTC Project

Issue Date: March 6, 2026

DUE DATE:

April 7, 2026

Time: 11:00 AM

Location: NJHMFA

New Jersey Housing and Mortgage Finance Agency 637 South Clinton Avenue, P.O. Box 18550

Trenton, New Jersey 08650-2085

REV. 12-2024

NEW JERSEY HOUSING AND MORTGAGE FINANCE AGENCY

REQUEST FOR PROPOSALS

FOR

TABLE OF CONTENTS

1.0 INFORMATION FOR BIDDERS

2.0 DEFINITIONS

3.0 SCOPE OF SERVICES

4.0 INSURANCE

5.0 SPECIFIC SUBMISSION REQUIREMENTS

6.0 ADDITIONAL INFORMATION FOR BIDDERS

7.0 PROJECT TERM AND TERMINATION

8.0 CONFLICTS OF INTEREST

9.0 BID SECURITY AND BONDING REQUIREMENTS

10.0 PRICE AND PAYMENT

11.0 APPLICABLE LAW

12.0 MISCELLANEOUS

Appendix 1 – HMFA Standard Contract

Appendix 2 – HMFA Summary Contract Addendum

Appendix 3 – Information & Instructions for completing the “Two-Year Vendor Certification and Disclosure of Political Contributions” Form

Exhibits A through I

REQUEST FOR PROPOSALS

FOR

1.0 INFORMATION FOR BIDDERS

1.1 Background

The New Jersey Housing and Mortgage Finance Agency (hereinafter referred to as the “Agency” or “NJHMFA”) is an independent state agency, whose primary mission is to provide funding for affordable home ownership and housing opportunities for New Jersey residents. The Agency is a strong, unified advocate for housing production, financing and improvement. It accomplishes its mission by responding to the needs of its residents by implementing creative programs and establishing alliances that fund affordable home mortgages for first-time home buyers; promoting construction and rehabilitation of rental housing; encouraging mixed-income, owner-occupied housing growth as a means to stabilize neighborhoods; advancing the growth and development of municipalities; contributing to the quality of life of older adults, the disabled and those with special housing needs; and formulating partnerships to foster the economic development of New Jersey and the personal development of its residents.

1.2 Purpose and Intent

The Agency is seeking proposals from qualified firms or individuals, to provide services necessary to determine the reasonableness and accuracy of the Qualified Contract Price ("QCP") as submitted by project owners requesting to opt-out of the Low-Income Housing Tax Credit ("LIHTC") Program. These services are on an as needed basis, there is no minimum or maximum number of reviews during the contract period. The Agency is also seeking consulting services on the Agency’s Qualified Contract Procedures on an as needed, as requested basis.

The Agency reserves the right to award contracts to one or more qualified Contractors if it is determined to be in the best interest of the Agency.

2.0 DEFINITIONS

2.1 General Definitions

Addendum – Written clarification or revision to this RFP issued by the New Jersey Housing and Mortgage Finance Agency.

Agency Program Administrator - Individual responsible for the overall management and administration of the contract.

Bidder – An individual or business entity submitting a bid proposal in response to this RFP.

Contract – This RFP, any Addendum to this RFP, the Bidder’s proposal submitted in response to this RFP, as accepted by the Agency, and the signed Agreement, a copy of which is attached to this RFP in substantially final form as Appendices 1 and 2.

Contractor – The Bidder awarded a Contract resulting from this RFP.

Evaluation Committee – A committee established by the Agency to review and evaluate bid proposals submitted in response to this RFP and to recommend a Contract award.

Firm Fixed Price – A price that is all-inclusive of direct cost and indirect costs, including, but not limited to, direct labor costs, overhead, fee or profit, clerical support, equipment, materials, supplies, managerial (administrative) support, all documents, reports, forms, travel, reproduction and any other costs. No additional fees or costs shall be paid by the Agency unless there is a change in the scope of work.

May – Denotes that which is permissible, not mandatory.

New Jersey Housing and Mortgage Finance Agency (the “Agency” or “NJHMFA”) – The entity that has issued this RFP and will enter into a Contract.

Notice of Intent to Terminate – The notice issued by a Party to the other Party expressing its intention to terminate the Agreement.

Performance and Payment Bonds – The Performance Bond secures the contractor's promise to perform the contract in accordance with its terms and conditions, at the agreed upon price, and within the time allowed. The Payment Bond protects laborers, material suppliers and subcontractors against nonpayment.

Project – The undertaking of services that are the subject of this RFP.

Request for Proposals (“RFP”) – This document which establishes the bidding and Contract requirements and solicits bid proposals to meet the needs of the Agency as identified herein.

Shall or Must – Denotes that which is a mandatory requirement. Failure to meet a mandatory requirement will result in the rejection of a bid proposal as materially non-responsive.

Should – Denotes that which is recommended, not mandatory.

Subtasks – Detailed activities that comprise the actual performance of a task.

Subcontractor – An entity having an arrangement with an Agency Contractor, where the Agency Contractor uses the products and/or services of that entity to fulfill some of its obligations under its Contract, while retaining full responsibility for the performance of all of its [the Contractor's] obligations under the Contract, including payment to the Subcontractor. The Subcontractor has no legal relationship with the Agency, only with the Contractor.

Task – A discrete unit of work to be performed.

Vendor – A supplier of any good or service.

2.2 RFP Specific Definitions

Compliance Period – The LIHTC compliance period is a 15-year period during which the property owner must meet specific affordability and tenant eligibility requirements. This period begins with the first taxable year of the credit period, which starts when the first building is "placed in service" or deferred to the next calendar year. The 15-year LIHTC compliance period ends on December 31st of the 15th year of the tax credit period. During the 15-year compliance period, there are federal consequences if compliance requirements are not met.

Extended Use Period – NJHMFA properties are subject to an additional one- or two- 15-year compliance periods, during which the Agency continues to monitor the project for LITHC compliance. During this extended period, there are no federal compliance requirements, only Agency compliance requirements.

https://www.lawinsider.com/clause/the-notice https://www.lawinsider.com/clause/by-a-party https://www.lawinsider.com/dictionary/other-party https://www.lawinsider.com/clause/expressing https://www.lawinsider.com/clause/intention https://www.lawinsider.com/clause/terminate https://www.lawinsider.com/clause/the-agreement

Qualified Contract (“QC”) – Per Internal Revenue Code (IRC) §42(h)(6)(E) and §42(h)(6)(F), a qualified contract is "a bona fide contract (within a reasonable period after the contract is entered into) to acquire a building by "any person who will continue to operate as a qualified low-income building." The taxpayer/ owner may submit a written request to the Agency to find a person to acquire the taxpayer's interest in the low-income portion of the building after the 14th year of the Compliance Period.

Qualified Contract Price (“QCP”) – The sum of:

(I) the outstanding indebtedness secured by, or with respect to, the building, (II) the adjusted investor equity in the building, plus (III) other capital contributions not reflected above, reduced by (IV) cash distributions from (or available for distribution from) the project

3.0 SCOPE OF SERVICES

The Agency is designated as the Low-Income Housing Tax Credit ("Housing Tax Credit" or "LIHTC") Allocating Agency for the State of New Jersey. As the designated Housing Tax Credit Allocating Agency, the Agency is required by Section 42(h)(6)(E)(i)(II) of the Code to respond to the request for presentation of a Qualified Contract ("QC") from the owners of LIHTC projects with expiring Compliance Periods.

The initial Compliance Period for a project receiving an allocation of LIHTC is fifteen (15) years. For LIHTC allocations made in 1990 and later, an extended use agreement, as required by Section 42(h)(6) of the Internal Revenue Code of 1986 as amended, extends the Compliance Period for a minimum of fifteen

(15) additional years, which is also referred to as the Extended Use Period. Section 42(h)(6)(E)(i)(II) of the Code provides for the termination of the extended use period if the Agency is unable to present within a specified period of time a qualified contract for the acquisition of the low-income portion of the building by any person who will continue to operate such portion as a qualified low-income building. In the event NJHMFA calculates a QC price different from the QC price calculated by the Owner, the one year timeframe shall be suspended from the time NJHMFA presents its QC price to the Owner until such time as the Owner and NJHMFA agree to a QC price with a dated and signed memorandum.

Under Section 42(h)(6)(E)(i)(II) of the Code, NJHMFA’s only obligation is to “present” to the Owner a bona fide contract signed by a prospective buyer to acquire the Owner’s project for the QC amount (the “Contract”). When NJHMFA presents the Contract to the Owner, regardless of when or if the Contract is fulfilled, the possibility of terminating the extended use period is removed forever and the project remains bound to the provisions in, and may not terminate, the extended use agreement. Whether or not the Owner actually executes the contract and closes the transaction is a separate, legally unrelated question.

When an owner of a LIHTC project submits a request for presentation of a QC, the Agency is then required to find a qualified buyer. The request for presentation of a QC may not occur until after year 14 of the Compliance -Period. The qualified buyer would make an offer to purchase the property for a QCP calculated pursuant to IRS regulations, and would continue to operate the property as a qualified low-income property. If the Agency is unable to find a qualified buyer within one year of the request for presentation of a QC from the project owner, the Extended Use Period as set forth in the Deed of Easement and Restrictive Covenant, is terminated after the 3-year period required by the Code. The one-year timeframe imposed by Section 42(h)(6)(I) of the Internal Revenue Code shall not begin until all items referenced on the NJHMFA’s website have been submitted to the satisfaction of NJHMFA by the owner.

The Contractor shall have a qualified Certified Public Accountant (CPA) review the accuracy and reasonableness of the QCP as presented by the project owner. The Contractor will submit a memorandum of review of reasonableness and provide a verified QC price, including a completed Appendix 3, located at the end of this RFP, to the Agency. These services are contracted on an “as needed, as requested” basis.

There is no minimum or maximum number of reviews during the contract term.

The Contractor shall provide CPA consulting services on the Agency’s QC Procedures on an “as needed, as requested” basis.

4.0 INSURANCE

4.1 Contractor’s Insurance

The Contractor must assume all risks connected with their work. The Contractor shall comply with all State laws and regulations concerning Workers’ Compensation and shall maintain such insurance as will protect him/her against all claims for damages for personal injury, including death, which may arise during the performance of the Contract, either by him/her or by any Subcontractor or anyone directly or indirectly employed by either of them. Any insurance company providing Workers’ Compensation coverage must be authorized to do business in the State of New Jersey and must have a minimum Financial Strength Rating of A- and with a minimum Financial Size Category of VIII per A. M. Best Company.

The Contractor shall provide the Agency with current Certificates of Insurance for Workers’ Compensation coverages and renewals thereof. Certificates of Renewal shall be provided to the Agency within thirty (30) days of expiration of such insurance.

The Contractor shall further comply with all Insurance Requirements in Section 4.2 of this RFP. Any and all insurance coverages shall be with an insurance company authorized to do business in the State of New Jersey and must have a minimum Financial Strength Rating of A- and with a minimum Financial Size Category of VIII per A. M. Best Company.

The Agency shall be named an ADDITIONAL INSURED on the General Liability and Cyber Liability policies and the Contractor shall provide to the Agency Certificates of Insurance and Policy Endorsements evidencing same. Insurance coverages shall remain in effect until the Contract is completed or the project is accepted by the Agency, and at all times thereafter when the Contractor may be removing or replacing defective work.

The Contractor shall not commence work under the Contract until the Contractor has obtained all insurance as required and such insurance has been approved by the Agency in writing, nor shall the Contractor allow any Subcontractor to commence work, in his/her subcontract until all similar insurance required of the Subcontractor has been so obtained and approved by the Agency in writing.

The Contractor’s insurance shall apply to and provide coverage for all Subcontractors and/or suppliers unless the Contractor forwards to the Agency the Certificate of Insurance for the Subcontractor and/or supplier in which case all insurance applicable to the Subcontractor and/or supplier shall fully comply with all insurance requirements applicable to the Contractor and shall be subject to the approval by the Agency in writing.

The Contractor, or the Subcontractor and/or supplier if applicable, shall give the Agency thirty (30) days written notice of any material change in, cancellation of, or expiration of the policies.

4.2 Insurance Requirements

The following are mandatory minimum insurance requirements, if indicated by an (X) shall be applicable to this Contract and shall provide for, but are not limited to the following coverages. Certificates of Insurance and applicable Policy Endorsements for those policies required below shall be submitted by the successful Contractor. Such coverages shall be with an insurance company authorized to do business in the State of New Jersey and shall have a minimum Financial Strength Rating of A- and with a minimum Financial Size Category of VIII per A. M. Best Company and shall name the Agency as an Additional Insured, with the exception of Workers’ Compensation Insurance and Professional Liability coverages. A Waiver of Subrogation, in favor of the Agency, shall be included on all policies unless inclusion is not allowed by state law.

ACORD 25 forms “Certificates of Liability Insurance” may be utilized to provide evidence of General Liability, Cyber Liability, Workers’ Compensation coverages and Professional Liability policies as are applicable. All applicable information on the ACORD 25 must be completed and information noted must reflect actual terms and conditions as contained in the underlying policies and be in conformity with the New Jersey Certificates of Insurance Act (N.J.S.A. 17:29A-54 et seq.).

ACORD 25 “Certificates of Liability Insurance” forms are to indicate the Agency as the Certificate Holder as follows:

New Jersey Housing and Mortgage Finance Agency ATTN: Insurance Division PO Box 18550 Trenton, NJ 08650-2085

Copies of Policy Endorsements which effectuate the Additional Insured status of the Agency with respect to General Liability and Cyber Liability Insurance shall be provided.

Worker's Compensation Insurance Workers’ Compensation and Employers’ Liability. This insurance shall be maintained in force during the life of the Contract covering all employees engaged in performance of the Contract pursuant to N.J.S.A. 34:15-12(a) and N.J.A.C. 12:235-1.6. Coverage A limit is Statutory and Coverage B limits are $500,000 per occurrence; $500,000 per employee disease limit and $500,000 policy limit for disease. If the Contractor or Subcontractor is a Sole Proprietor, Partnership or Limited Liability Company, the sole proprietor, partners or members shall be included in the coverage.

General Liability Insurance General Liability Insurance shall be provided with limits of not less than $1,000,000 per occurrence and $2,000,000 General Aggregate and shall be maintained in full force during the life of the Contract.

Agency to be named as an Additional Insured. Contractual Liability that will respond to the Indemnification Clause in the Contract shall be included.

Umbrella/Excess Liability Insurance Umbrella/Excess Liability Insurance shall be provided with limits of not less than $5,000,000 per occurrence and $5,000,000 General Aggregate and shall be maintained in full force during the life of the Contract. Umbrella/Excess Liability coverages shall be in addition to required General Liability coverages. Agency to be named as an Additional Insured. Contractual Liability that will respond to the Indemnification Clause in the Contract shall be included.

Automotive Liability Insurance Automotive Liability Insurance covering Contractor for claims arising from owned, hired and non-owned vehicles with limits of not less than $1,000,000 combined single limit shall be maintained in full force during the life of the Contract. Agency to be named as an Additional Insured.

Professional Liability Insurance Errors and Omissions, Professional Liability Insurance and/or Professional Liability Malpractice Insurance to protect the Contractor from any liability arising out of the professional obligations performed, shall be maintained in full force during the life of the Contract. The insurance shall be in the amount of not less than $1,000,000 on an unimpaired basis and with a deductible not x x x exceeding $50,000. If the Contractor has Professional Liability Insurance coverages which exceed the minimum requirements noted herein, those actual policy coverage limits shall apply. In instances where the Contractor has a deductible in excess of $50,000, the Agency may consider acceptance of same subject to the review by the Agency of the most recent Certified Financial Statements of the Contractor to determine the financial wherewithal of the Contractor to fund a deductible in excess of $50,000. If the Contractor has claims-made coverage and subsequently changes carriers during the term of the Contract, Contractor shall obtain from its new carrier an endorsement for retroactive coverage with a Retroactive Date that predates the start of the Contract.

Cyber Liability Insurance Cover Cyber Liability Insurance Cover shall be provided with limits on an unimpaired basis of not less than $1,000,000 per occurrence and $1,000,000 General Aggregate and shall be maintained in full force during the life of the Contract. Agency to be named as an Additional Insured. Coverage shall include data breach, privacy crisis management, multimedia liability, extortion and network security liability. If the Contractor has claims-made coverage and subsequently changes carriers during the term of the Contract, Contractor shall obtain from its new carrier an endorsement for retroactive coverage with a Retroactive Date that predates the start of this Contract.

The New Jersey Housing and Mortgage Finance Agency (NJHMFA) reserves the right to specify alternative insurance requirements in Contract/Agreement language on a case by case basis so long as such alternative insurance requirements are substantively consistent with the intent of NJHMFA’s insurance requirements hereinabove, as NJHMFA shall determine in its sole discretion, and shall not, in any instance, be in conflict with or in violation of any and all applicable State Statutes and/or Administrative Code Regulations.

5.0 SPECIFIC SUBMISSION REQUIREMENTS

5.1 The purpose of the following requirements is to assist the Agency in determining the ability of a Bidder to provide the services described in this RFP. All items listed below must be included with your proposal. Please follow the organization and numbering below when preparing and submitting your proposal. An Evaluation Committee will review all submissions to determine if the RFP requirements are satisfied. Proposals that do not include the information requested may be considered non-responsive.

1) Qualifications: Provide a brief statement describing your firm’s skills, abilities and knowledge as they relate to the performance and the delivery of the services as requested in this RFP.

2) Services: Provide a detailed description of all services to be provided by your firm with regards to the delivery of the services outlined in this RFP. This description must detail your firm’s proposed approach to the timely performance and completion of the services requested in the Scope of Work.

3) Sample QCP: Bids must contain a copy of a recent QCP analysis completed by the Bidder.

5.2 Bid Evaluation Criteria

The following evaluation criteria will be used to evaluate, score and rank bid proposals received in response to this RFP. Proposals shall first be reviewed for completeness and shall then be evaluated, scored and ranked. The criteria and specific weighting are as follows:

Organization & Personnel 20 Services 30 Sample QCP 30 Cost 20

6.0 ADDITIONAL INFORMATION FOR BIDDERS

6.1 Key Events

6.1.1 Bid Opening

All bids must be submitted electronically through the Agency’s Procurement Portal at https://njhmfa.bonfirehub.com by 11:00 AM on April 7, 2026 to be considered. For sufficient time, it is strongly recommended that the uploading process and finalizing of the bid submission documents begin at least ONE (1) day before the bid opening time. No bids will be received after the bid opening date and time. Only those bids submitted electronically will be accepted.

The Agency reserves the right to reject any and all bids for any reason including but not limited to the Agency’s determination of cost vs. benefit.

The Agency reserves the right to request any and all information which may assist in making a Contract award, including information or documentation related to the bidder’s financial capabilities to perform the Contract. The Agency also reserves the right to request from any bidder a detailed explanation of a bid price.

It is highly improper for a Bidder, after bid opening, to contact a staff member of the Procurement division or Agency to discuss the bids. Should there be any questions concerning the bid(s) submitted, the Bidder will be contacted in writing by a member of the Procurement staff.

6.2 Questions and Inquiries

It is the policy of the Agency to accept questions and inquiries from all potential Bidders receiving this RFP. Questions must be submitted electronically at https://njhmfa.bonfirehub.com through the Agency’s Procurement Portal.

6.3 Question Protocol

Questions should be directly related to the RFP by the Bidder. Questions should be asked in consecutive order, from beginning to end, following the organization of the RFP. Each question should begin by referencing the RFP page number and section number to which it relates.

https://njhmfa.bonfirehub.com/ https://njhmfa.bonfirehub.com/

6.4 Cut-Off Date for Questions and Inquiries

All questions and inquiries relating to this RFP must be received by 2:00 PM (Eastern Standard Time) on March 13, 2026. Questions received after this time will not be acknowledged or considered.

6.5 Revisions to the RFP

Only written modifications issued via Addendum are considered to be alterations to the RFP. Oral comments are not binding. An Addendum will be issued by the Agency for any revisions, modifications, clarifications or alterations to the RFP and will become part of the final Contract resulting from this RFP.

If it becomes necessary to amend the RFP, an Addendum will be issued by the Agency and publicly advertised for a minimum of five (5) calendar days in advance of the bid opening date and time. The bid opening date and time will be extended, if necessary, in order to meet the five (5) day requirement.

6.6 Bidder’s Responsibility

The Bidder assumes sole responsibility for the complete effort required in this RFP. No special consideration will be given after bids are opened because of a Bidder’s failure to be knowledgeable of all the requirements of this RFP. By submitting a bid in response to this RFP, the Bidder shall be deemed to have understood all the requirements of the RFP.

6.7 Cost Liability

The Agency assumes no responsibility and bears no liability for costs incurred by Bidders in the preparation and submittal of the bids in response to this RFP.

6.8 RFP Preparation and Submission Requirements

6.8.1 The proposal must be uploaded, submitted, and finalized prior to the bid opening date and time. We strongly recommend that you allow sufficient time and at least ONE (1) day prior to bid opening date and time to begin the uploading process and to finalize your submission.

Important Notes:

• Uploading large documents may take significant time, depending on the size of the file(s) and your Internet connection speed.

• An email receipt with a unique confirmation number will be sent once you finalize your submission.

• Minimum system requirements: Internet Explorer 11, Microsoft Edge, Google Chrome, or

Mozilla Firefox. JavaScript must be enabled. Browser cookies must be enabled.

Need Help?

New Jersey Housing and Mortgage Finance Agency uses a Bonfire portal for accepting and evaluating proposals digitally. Please contact Bonfire at Support@GoBonfire.com for technical questions related to your submission. You can also visit their help forum at:

https://bonfirehub.zendesk.com/hc

6.8.2 The proposal submitted in response to this RFP must include the following. Failure to submit or sign any of the required documents may result in disqualification.

1. Specific Requirements as detailed in Section 5.0 of this RFP

2. Mandatory Affirmative Action Language, N.J.S.A. 10:5-31 et seq., N.J.A.C.17:27-1 et seq.

(Exhibit A)

3. References (Exhibit B)

4. Chapter 51/Executive Order 333 (2023) Vendor Certification and Disclosure Forms (See

Appendix 3 to determine applicability) mailto:support@gobonfire.com https://bonfirehub.zendesk.com/hc

5. Signed Source Disclosure Form (Exhibit D)

6. Code of Ethics for Vendors (Exhibit E)

7. Ownership Disclosure Form (Exhibit F)

8. Subcontractor Utilization (Exhibit G)

9. Signed Cost Sheet (Exhibit H)

10. Federal Grant Program Rider (Exhibit I) – Applicable for Federal funds only

11. Copy of your New Jersey Business Registration Certificate (It is not required to submit this certificate with the proposal; however, Bidder and any named Subcontractors must submit a copy of their certificate and those of any named Subcontractors prior to entering into a Contract with the Agency).

12. Copy of Minority Business Enterprise (MBE), Women Business Enterprise (WBE), Small Business Enterprise (SBE), Veteran-owned Business (VOB), or Disabled Veteran-owned Business (DVOB) certification if applicable. According to Section 5.2 - Bid Evaluation Criteria the Bidder will receive additional points during the evaluation process for submission of qualifying documents.

6.9 Exceptions to the RFP

Bidders may find instances where they must take exception with non-material requirements or specifications of the RFP. All exceptions shall be clearly identified, and written explanations shall include the scope of the exceptions, the ramifications of the exceptions for the Agency, and a description of the advantages to be gained, or disadvantages to be incurred by the Agency as a result of these exceptions.

All exceptions must be included with the electronic submission.

6.10 Rights to Submitted Material

All proposals, responses, inquiries, and/or correspondence relating to or in reference to this RFP, and all reports, charts and other documentation submitted by Bidders shall become the property of the Agency when received.

6.11 Rejection of Bids

The failure of bidders to fulfill all bid requirements may result in rejection of bid. The Agency reserves the right to accept or reject any or all bids or to waive minor elements of non-compliance of any respondent’s bid with regard to the requirements outlined in the RFP.

The following grounds may be utilized for the rejection of the bid:

1. Failure to submit the bid on or before the date and time specified in the RFP document.

2. Failure to sign documents where indicated.

3. Failure to fully complete the Source Disclosure Certification Form (Executive Order 129).

4. Failure to submit an executed fee schedule or cost sheet.

5. Failure to withdraw proposed exceptions deemed by the Agency to be unacceptable.

6. Failure to provide information or other supplemental materials/requirements specified in the

RFP.

6.12 Bid Errors

No alterations or corrections to the bids are permitted after the bids are opened. If an error is discovered after the bid opening but before Contract award, the Bidder may request that their bid be withdrawn. This request must be submitted in writing to Mary Miller, Director of Operations, and signed by an officer or authorized representative of the firm. The decision to permit withdrawal of the bid will be at the discretion of the Agency.

The Agency may, under extraordinary circumstances, allow for a bid to be withdrawn after Contract award. In this case, the Bidder requesting withdrawal will be liable for any administrative expenses incurred as a result of Contract cancellation and subsequent award to another Bidder.

6.13 Indemnification

The Contractor shall assume all risk of and responsibility for and agrees to indemnify, defend, and hold harmless the Agency, its officers, employees and agents from and against any and all claims, demands, suits, actions, recoveries, judgments and costs and expenses which shall relate to, arise from, or result directly or indirectly from the services, work and/or materials supplied under this Contract. This indemnification obligation is not limited by, but is in addition to the insurance obligations contained in this agreement.

The Agency assumes no obligation to indemnify or hold harmless the Contractor, its agents, servants, employees or Subcontractors for any claim that may arise out of its performance of the Contract.

6.14 Negotiation and Best and Final Offer (BAFO)

Following the opening of bid proposals, the Agency reserves the right to negotiate with Bidders, after bid opening, the final terms and conditions of any procurement, including price, the technical services offered, the terms and conditions and/or the price of a proposed Contract award with any Bidder. In response to the Agency’s request to negotiate the Bidder must continue to satisfy all mandatory RFP requirements but may improve upon original technical proposal in any revised technical proposal.

However, any revised technical proposal that does not continue to satisfy all mandatory requirements will be rejected as non-responsive and the original technical proposal will be used for any further evaluation purposes, in accordance with the following procedures:

The Agency will conduct an initial review and determine whether and with which Bidder(s) it will negotiate, and will communicate its request to each such Bidder. In response, the Bidder will submit any required revisions to its proposal.

In response to the Agency’s request for a BAFO (“Best and Final Offer”), the Bidder may submit a revised price proposal that is equal to or lower in price than its original submission but must continue to satisfy all mandatory requirements.

After receipt of the results of the negotiation and/or the BAFO(s), the Evaluation Committee will complete its evaluation and recommend to the Agency for award that responsible Bidder(s) whose bid proposal, conforming to this RFP, is most advantageous to the Agency, price and other factors considered.

All contact, records of initial evaluations, any correspondence with Bidders related to any requests for negotiation or BAFO, any revised technical and/or price proposals, the Agency’s evaluation and the award recommendation, will remain confidential until an Intent to Award notice is issued.

6.15 Retainage

If retainage is required on a Contract, the Agency will retain the stated percentage or retainage from each invoice. Payment of retainage will be authorized after satisfactory completion and submission of all services, deliverables or work products by the contractor and acceptance by the Agency of all services, deliverables or work products required by the Contract.

6.16 Bidder’s Status

In the event the Bidder is awarded the Contract, the Bidder/Contractor shall be an independent Contractor of the Agency and not an employee of the Agency.

6.17 Contract Award

Award shall be made with reasonable promptness by notice to the responsible Bidder whose bid, conforming to this RFP, will be most advantageous to the Agency.

The Agency reserves the right to accept or reject any or all bids or to waive minor elements of non-compliance of any respondent’s proposal with regard to the requirements outlined in the RFP.

6.18 Notification of Award

The intended awardee will receive a Notice of Intent to Award letter. This Notice may also contain certain contingency requirements that must be satisfied within seven (7) business days of receipt of the letter.

Failure to comply with all provisions of the Notice of Intent to Award letter may disqualify that Bidder.

6.19 Bidder Right to Protest Award

Except in cases of emergency, Bidders have the right to protest the Agency’s proposed award or notice of intent to award of the Contract. Unless otherwise stated, a Bidder’s protest must be submitted to the Executive Director of the Agency within three (3) business days after receipt of written notification that his bid has not been accepted or that notice of intent to award has been made to another Bidder. Written objections with supporting facts and arguments must be addressed to the Executive Director. The Executive Director will review the protest(s) and make a determination of the validity of the claim within ten (10) business days of receipt of written objection. In case of emergency, as stated in the record, the Agency may waive the protest period.

6.20 Subcontracting or Assignment

The Contract may not be subcontracted or assigned by the Contractor, in whole or in part, without the prior written consent of the Agency. Such consent, if granted, shall not relieve the Contractor of any of their responsibilities under the Contract.

In the event the Bidder proposes to subcontract for the services to be performed under the terms of the Contract award, he/she shall state so in their bid and attach for approval a list of said Subcontractors and an itemization of the products and/or services to be supplied by them. All Contractors and subcontractors must be appropriately identified and registered and at all times comply with N.J.S.A. 52:32-44.

Nothing contained in the specifications shall be construed as creating any contractual relationship between any Subcontractor and the Agency.

6.21 Right to Inspect Facilities and Records

The Agency reserves the right to inspect the Contractor's establishment for the purposes of ascertaining whether the Contractor has the necessary facilities for performing the Contract.

The Agency may also consult with clients of the Bidder during the evaluation of bids. Such consultation is intended to assist the Agency in making a Contract award that is most advantageous to the Agency.

6.22 Confidentiality

In the course of performing services required under this Contract, the Agency may be providing certain information that the Agency may wish to keep confidential. Contractor shall not disclose Confidential Information, as defined below, to any third party unless, prior to any such disclosure, Contractor has obtained the Agency’s written permission.

“Confidential Information” shall mean any information or data of a confidential nature, which is not considered public record as determined by the Agency, including but not limited to: (a) personal information about individuals and entities, including but not limited to social security numbers and financial data; (b) technical, developmental, marketing, sales, operating, performance, cost, know-how, methodologies, business and process information; (c) computer programs and related documentation, including related programming know-how and techniques; and (d) all record-bearing media containing or disclosing such information, know-how, and techniques disclosed under this Contract.

6.23 Ownership of Material

The Agency shall retain all of its rights and interest in and to any and all documents and property, both hard copy and digitally furnished by the Agency to the Contractor, for the purpose of assisting the Contractor in the performance of this Contract. All such items shall be returned immediately to the Agency at the expiration or termination of the work or Contract. None of such documents and/or property shall be disclosed to others or used by the Contractor or permitted by the Contractor to be used by third parties at any time except in the performance of the Contract.

All data, technical information, materials gathered, originated, developed, prepared, used or obtained in the performance of the Contract, including, but not limited to: all reports, plans, charts, literature, brochures, recordings (audio and/or video), analyses, documentation and print-outs, notes and memoranda, written procedures and documents, regardless of state of completion, which are prepared for or are a result of the services required under this Contract shall be and will remain the property of the Agency and shall be delivered to the Agency upon 30 days’ notice by the Agency.

6.24 Proprietary Information/ Public Disclosure

Subsequent to bid opening, all information submitted by Bidders in response to the bid solicitation is considered public information, except as may be exempted from public disclosure by the Open Public Records Act, N.J.S.A. 47:1A- et seq., and the common law. If the Agency determines it will request Best and Final Offers, bid proposals will not be made public until the Letter of Intent to Award is issued.

A Bidder may designate specific information as not subject to disclosure when the Bidder has a good faith legal/factual basis for such assertion. The Agency reserves the right to make the determination and will advise the Bidder accordingly. The location in the bid proposal of any such designation should be clearly stated in a cover letter. The Agency will not honor any attempt by a Bidder either to designate its entire bid proposal as proprietary and/or to claim copyright protection for its entire proposal.

All bid proposals, with the exception of information determined by the Agency or the Court to be proprietary, are available for public inspection after the Letter of Intent to Award is issued. At such time, interested parties can make an appointment with NJHMFA procurement staff to inspect bid proposals received in response to this RFP.

6.25 Maintenance of Records: Authority to Audit or Review Contract Records – N.J.A.C. 17:44-

2.2 The Contractor shall maintain all documentation related to products, transactions or under this Contract for a period of five (5) years from the date of final payment. Such records shall be made available to the Agency and the New Jersey Office of the State Comptroller upon request.

7.0 PROJECT TERM AND TERMINATION

7.1 Contract Term

This Contract will be awarded for a three (3) year term. The Contract may be extended for two (2) additional one (1) year terms, upon mutual written consent of both parties. If, in the opinion of the Agency, it is in the best interest of the Agency to extend any Contract entered into as a result of this Request for Proposal, the Contractor will be so notified of the Agency’s intent at least thirty (30) days prior to the expiration date of the existing Contract. The Contractor shall have fifteen (15) calendar days to respond to the Agency’s request to extend the Contract. If the Contractor agrees to the extension, all terms and conditions of the original Contract, including price, will be applicable.

7.2 Project Suspension and Termination of the Contract Award

A. SUSPENSION OF PROJECT: If, for any reason, the Project for which the Contractor's services were contracted should be suspended, the Agency may suspend this Contract upon seven (7) business days’ written notice to the Contractor. Upon receipt of such notice, unless otherwise directed in writing by the Agency, the Contractor shall immediately discontinue all work under the Contract. Upon such notification, the Contractor shall be paid a proportion of the fee which the services actually and satisfactorily performed by it shall bear to the total services completed under the Contract, less payments previously made. The Agency may order that the work on the Project be stopped temporarily, and upon seven (7) business days’ written notice from the Agency, the Contractor shall cease all work on the Project except as necessary to properly secure the Project. If the Agency directs that the work on the Project resume within six (6) months, the Contractor shall be obliged to complete the Project for the basic fee provided for in this Contract, plus additional compensation for any work necessitated by the stop order as approved by the Agency in writing.

However, in the event that services are scheduled to end either by Contract expiration or by rescission of the Contract award by the Agency, it shall be incumbent upon the Contractor to continue the services if requested by the Agency to do so, until new services, if any, are completely operational. At no time shall this transitional period extend more than ninety (90) calendar days beyond the expiration or termination date of the existing Contract, except by agreement of the parties. The Contractor will be reimbursed for this service at the rate in effect when this transitional period clause is invoked by the Agency.

B. TERMINATION OF THE CONTRACT AWARD: The Agency may terminate the Contract award at any time during the duration of the Contract, without penalty, subject to the following provisions:

(1) Change of Circumstances: Where circumstances change and/or the needs of the Agency change, or the Contract is otherwise deemed by the Agency to no longer be in the public interest, the Agency may terminate the Contract award upon no less than thirty (30) calendar days’ notice to the Contractor. In the event of such a termination of the Contract award, the Contractor shall furnish to the Agency, free of charge, such closeout reports as may reasonably be required.

(2) For Cause:

(a) Where a Contractor fails to perform or comply with the Contract and/or fails to provide information requested by the Agency, the Agency may terminate the Contract award upon ten (10) calendar days’ notice to the Contractor with an opportunity to protest said termination and/or request an informal hearing, if necessary, and issue a final Agency decision regarding termination of the Contract.

(b) Where a Contractor continues to perform a Contract poorly as demonstrated by written findings issued by the Agency and provided to the Contractor, the Agency may issue a Notice of Intent to Terminate the Contract award with a ten (10) calendar day opportunity for the Contractor to protest such termination and/or request an informal hearing. If the Contractor protests, the Agency will complete the hearing, if necessary, and issue a final Agency decision regarding termination and related issues including, but not limited to, damages payable to the State.

(c) The Agency's right to terminate award for cause includes any reason set forth in any other provision contained in the Contract.

(d) The failure of a Contractor to respond to the Agency's “Notice of Intent to Terminate” letter within the ten (10) calendar day period automatically converts said notice into a final Agency decision without further action of the Agency.

(e) The Agency's right to terminate the Contract award for cause includes the Contractor's performance on any other State Contract, a violation of state or federal law (as demonstrated by the Contractor's admissions of same or a final decision of an appropriate decision-making body), or any reason related to the ability of the Contractor to fulfill its contractual obligations. The Agency may also terminate any Contract with a Contractor that has been debarred by New Jersey, another State or the federal government.

(3) In cases of emergency, the Agency may shorten the time periods of notification and may dispense with an opportunity to respond.

(4) Upon termination of the Contract award under this or any other paragraph herein, the Contractor shall be entitled to receive, as full compensation for services rendered to the date of termination, that portion of the fee which represents the services actually and satisfactorily performed by it, as determined by the Agency, shall bear to the total services contemplated under this Contract, less payments previously made.

(5) Upon termination of the Contract award, the Agency may acquire the services, which are the subject of the Contract, from another source and may charge the Contractor, whose Contract award has been terminated, the difference in price, and the said Contractor shall be liable for same.

(6) All protests of the Agency's intent to terminate a Contract award must be accompanied by a statement of the factual and/or legal basis of the protest and a copy of all documents which the Contractor believes supports its position.

If the Agency determines that an informal hearing is required, said informal hearing shall be conducted by the Agency, or the designee thereof, prior to the issuance of the final Agency decision regarding the interpretation of the Contract, Contractor performance and/or termination of the Contract award.

8.0 CONFLICTS OF INTEREST

8.1 Standards Prohibiting Conflicts of Interest

The following prohibitions on Vendor activities shall apply to all Contracts or purchase agreements made with the Agency.

A. No Bidder shall pay, offer to pay, or agree to pay, either directly or indirectly, any fee, commission, compensation, gift, gratuity, or other thing of value of any kind to any Agency member or employee or to any member of the immediate family, as defined by N.J.S.A. 52:13D-13i., of any such member or employee, or partnership, firm, or corporation with which they are employed or associated, or in which such member or employee has an interest within the meaning of N.J.S.A.

52:13D-13g.

B. The solicitation of any fee, commission, compensation, gift, gratuity, or other thing of value by any Agency member or employee from any Bidder shall be reported in writing forthwith by the Bidder to the Attorney General and the State Ethics Commission.

C. No Bidder may, directly or indirectly, undertake any private business, commercial or entrepreneurial relationship with, whether or not pursuant to employment, Contract or another agreement, express or implied, or sell any interest in such Bidder to any Agency member or employee having any duties or responsibilities in connection with the purchase, acquisition or sale of any property or services by or to any State agency or any instrumentality thereof, or with any person, firm or entity with which he is employed or associated or in which he has an interest within the meaning of N.J.S.A. 52:13D-13g. Any relationships subject to this provision shall be reported in writing forthwith to the State Ethics Commission, which may grant a waiver of this restriction upon application of the Agency member or employee upon a finding that the present or proposed relationship does not present the potential, actuality or appearance of a conflict of interest.

D. No Bidder shall influence, or attempt to influence or cause to be influenced, any Agency member or employee in their official capacity in any manner which might tend to impair the objectivity or independence of judgment of said officer or employee.

E. No Bidder shall cause or influence, or attempt to influence or cause to be influenced, any Agency member or employee to use, or attempt to use, their official position to secure unwarranted privileges or advantages for the Bidder or any other person.

F. The provisions cited in paragraph A through E above shall not be construed to prohibit an Agency member or employee from receiving gifts from or contracting with Vendors under the same terms and conditions as are offered or made available to members of the general public subject to any guidelines the State Ethics Commission may promulgate under paragraph C above.

9.0 BID SECURITY AND BONDING REQUIREMENTS

The following provisions, if indicated by an (X), shall be applicable to this bid and be made a part of the bid documents.

Bid Guarantee Bidder shall submit with the bid, a certified check, cashier's check or bid bond in the amount of ten percent (10%) of the total price bid, but not in excess of $20,000, payable unconditionally to the Agency. When submitting a Bid Bond, it shall contain Power of Attorney for full amount of Bid Bond from a surety company authorized to do business in the State of New Jersey and acceptable to the Agency. The check or bond of the unsuccessful Bidder(s) shall be returned as prescribed by law. The check or bond of the Bidder to whom the Contract is awarded shall be retained until a Contract is executed and the required performance bond or other security is submitted. The check or bond of the successful Bidder shall be forfeited if the Bidder fails to enter into a Contract. Failure to submit a bid guarantee shall result in rejection of the bid.

Consent of Surety Bidder shall submit with the bid, a Certificate (Consent of Surety) with Power of Attorney for full amount…