HSR23-23_Addendum_1.pdf

Request for Proposal (RFP) for HSR 23-23 – Financial and Commercial Advisory Services.

RFP No.: HSR23-23

Addendum #1

February 22, 2024

To: All Prospective Proposers

Re: HSR23-23 – Financial and Commercial Advisory Services.

1) The Authority is notifying all prospective Proposers that Section 3.7 Organizational Conflicts of Interest, is replaced in its entirety and is attached hereto.

Note – If any pages replaced in the Addendum are required for submission with your proposal (i.e., Cost sheet, etc.), you must submit the amended Addendum version for said page (i.e., Addendum #1 written in the header). Proposal packages received on incorrect documents will be deemed nonresponsive.

All other sections within the RFP shall remain the same.

Sincerely, Kayla Enuka Contract Analyst Contracts and Procurement Branch

3.7 Organizational Conflicts of Interest

For purposes of this section, the definitions of Proposer and Proposer Team shall include potential Proposers and potential Proposer Teams as this section specifically applies to all interested parties from the date of issuance of the RFP. The Authority has adopted an Organizational Conflicts of Interest Policy (Policy) that will apply to this procurement and the resulting Agreement, in addition to the Authority’s Conflict of Interest Code and other applicable requirements. The Policy can be found on the Authority’s website at:

https://hsr.ca.gov/business-opportunities/general-info/organizational-conflict-of-interest-policy/

Proposers are advised to carefully review the Policy, and to have their team members review the Policy, since it includes provisions that:

1. Preclude certain firms from participation in this procurement and

2. Affect the ability of the Proposers, their Subcontractors and their Affiliates (as defined in the Policy) to enter into business relationships with Authority consultants.

Failure to comply with the Policy in any respect, including the failure to disclose any actual, perceived, or potential organizational conflict of interest, may result in serious consequences as described in Section V (2) of the Policy.

An organizational conflict of interest is a circumstance arising out of a Proposer’s existing or past activities (including projects outside of the Authority’s Program), business or financial interest, familial relationships, contractual relationships, and/or organizational structure (i.e., parent entities, subsidiaries, Affiliates, etc.) that results in or would result in the following:

1. Impairment or potential impairments of a Proposer’s ability to render impartial assistance or advice to the Authority or of its objectivity in performing work for the Authority;

2. An unfair competitive advantage for any Proposer submitting a Proposal on an Authority procurement; or

3. A perception or appearance of impropriety with respect to any of the Authority’s procurements or contracts, or a perception or appearance of unfair competitive advantage with respect to a procurement by the Authority (regardless of whether any such perception is accurate).

If any such conflict of interest is found to exist, the Authority may:

a. Disqualify the Proposer, or https://hsr.ca.gov/business-opportunities/general-info/organizational-conflict-of-interest-policy/ https://hsr.ca.gov/business-opportunities/general-info/organizational-conflict-of-interest-policy/

b. Determine that it is otherwise in the best interest of the Authority to contract with such Proposer and include appropriate provisions to mitigate or avoid such conflict in the Agreement awarded.

Each Proposer shall fully disclose any actual, perceived, or potential organizational conflicts of interest in its Proposal, using Form B, Organizational Conflicts of Interest Disclosure Statement. A separate Form B shall be filled out and signed, under penalty of perjury, by each Proposer and members of the Proposer’s team, including all subcontractors. The Form B requires a statement, signed under penalty of perjury by the company’s executive that the firm considered the Policy and performed conflicts checks (internal and/or through the Authority’s Chief Counsel) prior to submitting its Proposal. The refusal to provide the required disclosure, or any additional information required, may result in disqualification of the Proposer. If nondisclosure or misrepresentation is discovered after award of the Agreement through this procurement process, the resulting Agreement may be terminated.

Note that business relationships on projects other than California High-Speed Rail may require disclosure if they involve contractors working on the California High-Speed Rail project.

By submitting its Proposal, each Proposer agrees that, if an organizational conflict of interest is discovered following submittal of the Proposal including after any contract award arising out of this RFP process, the Proposer will make an immediate and full written disclosure to the Authority that includes a description of the action taken or proposes to take to avoid or mitigate such conflicts. To the extent applicable, contractors are required to self-certify annually that all required organizational conflict mitigations are in place, and Authority contract managers will enforce and provide oversight for required conflict mitigation measures.

Please be aware that firms under current or prior contract with the Authority may have an Organizational Conflict of Interest preventing the firm or its Affiliate (as defined in the Policy) from participating in this Procurement. The Authority has determined that firms under active contract to serve under the Authority’s Early Train Operator contract (No. HSR17-20) may have an organizational conflict of interest which could prevent them from participating in this procurement process. Accordingly, a request for an Organizational Conflict of Interest determination should be sought as soon as possible from such entities.

If a Proposer requires an organizational conflict of interest review related to this procurement, please immediately consult the Policy and provide the required information to the Chief Counsel Alicia Fowler at Legal@hsr.ca.gov. The determination may take between two (2) to four (4) weeks from receipt of all required information and/or documents in the checklist below. In order to expedite the determination process, the requestor is asked to provide the following information with the request:

Organizational Conflict of Interest Checklist:

(1) A summary of each of your company’s current and former contracts with the Authority, either as a contractor or subcontractor (include project section(s), if applicable, and the current status).

(2) A brief description of the scopes of work for the above-identified contracts, including tasks, deliverables, and key roles of personnel, if applicable.

(3) A brief description of the work, tasks, deliverables, and any key roles that your company expects to perform relative to the contract resulting from this procurement.

(If not yet final, please be as detailed as possible.)

(4) A statement about whether your company or principals/employees of your company had any role in the development of this procurement or scope of work.

(5) A statement about whether your company or principals/employees of your company have learned, received, or were privy to any non-public information regarding the scope of work, content or development of this procurement.

(6) Information regarding the type of entity and/or corporate make-up of your company (for example, an LLC, sole proprietorship, corporation, etc.). If applicable, include whether it is a subsidiary of another company and/or if it is owned, in whole or in part, by another contractor working on the project.

(7) If your company is planning to seek work related to other Authority procurements, provide information regarding the procurement and the scope of work your company would likely perform.

(8) Any other information and/or documents that you believe are relevant to this analysis, including information regarding other public projects your company is a part of that may impact the Authority.

Please note that the Policy does not address all applicable requirements that may affect persons and entities wishing to enter into contracts with the Authority. Examples of such requirements include: (a) the California Political Reform Act and regulations promulgated by the California Fair Political Practices Commission; (b) restrictions in Public Contract Code section 10365.5 with respect to certain contractors engaged to perform consulting services; and (c) rules of conduct established by applicable professional boards.

3.7 Organizational Conflicts of Interest