HSR23-23_Addendum_5_RFP_Clean_Version.pdf

Addendum #5 California High-Speed Rail Authority March 12, 2024

Page i of v Request for Proposals for Financial and Commercial Advisory Services

Table of Contents

Request for Proposals for Financial and Commercial Advisory Services

RFP No.: HSR23-23 February 20, 2024

Key Dates Activity Description Thursday, February 22, 2024 Addendum #1 Released Monday March 4, 2024 Addendum #2 Released Wednesday, March 6, 2024 Addendum #3 Released Friday, March 8, 2024 Addendum #4 Released Tuesday, March 12, 2024 Addendum #5 Released

Page ii of v RFP No.: HSR23-23 Table of Contents

Table of Contents

1.0 CALIFORNIA HIGH-SPEED RAIL AUTHORITY BACKGROUND

2.0 PURPOSE AND OVERVIEW OF RFP

2.1 Brief Description of Services ……………………………………………..……………3

2.2 Definitions ...……………………………………………………………………………..3

2.3 Acronyms………………………………………………………………………………...8

3.0 PROCUREMENT SCHEDULE AND PROCESS

3.1 Authority’s Designated Point of Contact ..………………………………………..…..9

3.2 Addenda to the RFP ……………………………………………………………....….10

3.3 Non-Commitment of Authority ……………………………………………………

3.4 Property Rights …………………………………………………………..………….10

3.5 Non-Exclusiveness of Subcontractors …………………………………………..….10

3.6 Improper Communications and Contacts ……………………………………….….10

3.7 Organizational Conflicts of Interest…………………………………………………..12

3.7.1. Organizational Coflicts of Interest for Commercial and Advisory Financial Services……………………………………………………………………………15

3.8 Confidentiality…………………………………………………………………………..15

3.9 Unruh Civil Rights Act and the Fair Employment and Housing Act …………..….15

3.10 Executive Order N-6-22 - Russia Sanctions ……………..……………………..….16

4.0 SUBMITTAL OF THE PROPOSALS

4.1 Proposal Submittal Information……………………………………………………….16

4.2 Late Submittals…………………………………………………………………………17

4.3 Modification or Withdrawal of Proposals…………………………………………….17

5.0 PROPOSAL REQUIREMENTS

5.1 General Requirements……………………………………………………………….18

5.2 Part 1, Administrate Response……………………………………………………….19

5.2.1 Transmittal Letter……...……………………………………………………….21

5.2.2 Forms and Certifications………………………………………………………21

Page iii of v RFP No.: HSR23-23

Table of Contents

5.3 Part 2, Technical Proposal …………………………………………………..……….24

5.3.1 Proposal Minimum Requirements

5.3.2 Contents of the Technical Proposal

5.3.3 Past Perfomance and Experience….…………………………………………...……25

5.3.4 Understanding of the Scope of Work

5.3.4.1 Criteria

5.3.5 Team Organizational Structure

5.3.6 Organization and Management Plan

5.3.7 Key Personnel and Staffing Plan

5.3.7.1 Key Personnel Classifications and Minimum Requirements

5.3.7.2 Key Personnell Classifications

5.3.8 Small Business Participation

5.3.8.1 Small Business Requirements

5.3.8.2 Preferences and Incentives

5.3.8.3 Small Business Proposer

5.3.8.4 Non-Small Business Proposer

5.3.8.5 Small Business Program Contractual Requirements

5.4 Part 3, Cost Proposal………………………………………………………………….35

6.0 EVALUATION

6.1 Proposal Review……………………………………………………………………….35

6.2 Proposer Evaluation ………………………………………………………..…………36

6.2.1 Minimum Requirements

6.2.2 Technical Proposal Evaluation

6.2.3 Cost Proposal Evaluation

6.2.4 Interviews

6.3 Combined Proposal Scores …………………………………………..……………...37

6.4 Notice of Intent to Award………………………………………………………………37

6.5 Protest…………………………………………………………………………………..37

6.6 Execution and Award Process …………………………………………….………...39

6.7 No Agreement Until Signed and Approved ……………………………….………..39

6.8 Debriefings.…………………………………………………………………………….39

6.9 Confidentiality…………………………………………………………………………..39

Page iv of v RFP No.: HSR23-23 Table of Contents

List of Tables Table 1: Key RFP Dates:

List of Attachments Attachment A: Minimum Requirements Checklist Attachment B: Criteria for Awarding Points for the Proposal Attachment C: Criteria for Awarding Points for the Interview and Total Score Worksheet Attachment D: Cost Proposal Attachment E: Sample Agreement, including Exhibit A (Scope of Work) through Exhibit

F Attachment F: Supplemental Resume and Work History

Page v of v RFP No.: HSR23-23

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List of Forms and Certifications Form A: Bidder Declaration Form B: Organizational Conflicts of Interest Disclosure Statement Form C: Disabled Veteran Business Enterprise Declaration

Cert. 1: Contractor Certification Clauses (CCC-04/2017) Cert. 2: Payee Data Record (STD 204) Cert. 3: Proposer’s Overall Project Small Business Goal Commitment Certification Cert. 4: Iran Contracting Act Verification Form Cert. 5: Darfur Contracting Act Certification Cert. 6: Major Participant Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion Certification Cert. 7: Subcontractor Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion Certification Cert. 8: Non-Collusion Certification Cert. 9: Equal Employment Opportunity Certification Cert. 10: Non-Discrimination Certification Cert. 11: Certification Regarding Lobbying Cert. 12: California Civil Rights Laws Certification

RFP No.: HSR23-23

1.0 California High-Speed Rail Authority Background

The California High-Speed Rail Authority (Authority) is responsible for planning, designing, building, and operating the first high-speed rail system in the nation. The high-speed rail system will connect the mega-regions of the State, contribute to economic development and a cleaner environment, create jobs and preserve agricultural and protected lands. When it is completed, trains will run from San Francisco to the Los Angeles basin and will be capable of reaching speeds exceeding 200 miles per hour. The high-speed rail system will eventually extend to Sacramento and San Diego, totaling 800 miles with up to 24 stations. In addition, the Authority is working with regional partners to implement a Statewide rail modernization plan that will invest billions of dollars in local and regional rail lines to meet the State’s 21st century transportation needs.

The Authority may enter into contracts with private and public entities for the design, construction, and operation of high-speed rail trains including all tasks and segments thereof pursuant to California Public Utilities Code section 185036. Additional authority for a State agency to enter into an agreement resulting from this RFP (Agreement) includes, but is not limited to, Public Contract Code sections 10335, et seq.

The Authority intends to utilize State and federal funding for the Project, including funds provided by and through the Federal Railroad Administration (FRA) which require that certain federal requirements apply to the Agreement. The Authority will act as the FRA-designated recipient for federal transportation funds. Authority grants are listed in Section 2.2, Definitions, under Grants.

Any services or Work performed must be consistent and/or compliant with the conditions set forth within the following:

California State Budget Act 2012-13, SB1029 (Chapter 152, Statutes of 2012) www.leginfo.ca.gov/pub/11-12/bill/sen/sb_1001-1050/sb_1029_bill_20120718_chaptered.pdf

California State Senate Bill 198 2021-22, SB198 https://leginfo.legislature.ca.gov/faces/billNavClient.xhtml?bill_id=202120220SB198

California High-Speed Rail Program 2022 Business Plan (2022) California High-Speed Rail Program 2022 Business Plan.

California High-Speed Rail Program Project Update Report (2023) https://hsr.ca.gov/about/project-update-reports/2023-project-update-report/ US DOT FRA Grant/Cooperative Agreement FR-HSR-009-10-01 (and subsequent amendments) www.hsr.ca.gov/docs/about/funding_finance/funding_agreements/HSRFRA_Cooperativ eGrantAgreement_Amendment6_051816_Redacted.pdf http://www.leginfo.ca.gov/pub/11-12/bill/sen/sb_1001-1050/sb_1029_bill_20120718_chaptered.pdf https://hsr.ca.gov/wp-content/uploads/2022/05/2022-Business-Plan-FINAL-A11Y.pdf https://hsr.ca.gov/about/project-update-reports/2023-project-update-report/

US DOT FRA Grant/Cooperative Agreement FR-HSR-0118-12-01-00 (and subsequent amendments) https://www.hsr.ca.gov/docs/about/funding_finance/funding_agreements/FR-HSR-0118- 12-01-00.pdf

2.0 Purpose and Overview of RFP

The following list provides a general overview of information related to the subject of this Request for Proposals (RFP). Capitalized terms are defined in Section 2.2, Definitions.

1. The Authority is issuing this RFP to receive Proposals from qualified firms (Proposers) to provide financial and commercial advisory services.

2. This procurement will be evaluated based on the combined Technical Proposal, Cost Proposal, and Interview scores of Proposals meeting minimum requirements per Section 6.0, Evaluation of this RFP. Responsive Proposals submitted in response to this RFP will be evaluated with the intent of awarding an Agreement to the Proposer with the highest score. By submitting a Proposal, Proposers agree to be bound by and meet all of the requirements and obligations specified in this RFP, as amended.

3. The selected Proposer may work with the Federal Railroad Administration, Department of Finance, the Governor’s Office, Attorney General’s Office, California State Treasurer, California State Transportation Agency, other partnering agencies, and Authority contractors.

4. The Agreement period will start upon DGS approval of the Agreement and will extend until June 30, 2028 from the start date. The Work will start with a Notice to Proceed (NTP) and will be managed through Task Orders. No Work may begin prior to the receipt of an NTP and Task Orders, with the exception of necessary Work on the initial Task Order development provided after issuance of the NTP.

5. Following the issuance of an NTP and initial Task Order(s) all Work will be issued on a Task Order basis.

6. Task Orders may be canceled by the Authority at any time. Task Orders may be contingent upon changes in the Authority’s annual budget appropriation, position authority and future staffing levels.

7. Task Orders may be adjusted or altered at any time upon signature by both the Authority and the Contractor.

8. The total dollar value for the Agreement resulting from this RFP will not exceed $24,000,000.00. Executing an Agreement is not a guarantee of Work; the actual amount of Work requested by the Authority under the Agreement may be less.

https://www.hsr.ca.gov/docs/about/funding_finance/funding_agreements/FR-HSR-0118-12-01-00.pdf https://www.hsr.ca.gov/docs/about/funding_finance/funding_agreements/FR-HSR-0118-12-01-00.pdf

9. This RFP incorporates by reference the Authority’s HSR SB Program, dated November 2, 2023, which establishes a 25 percent Small Business (SB) goal, inclusive of a three (3) percent goal for Microbusinesses (MB); a separate ten (10) percent Disadvantaged Business Enterprise (DBE) goal; and a separate three (3) percent Disabled Veteran Business Enterprises (DVBE) goal for contracts that receive state and federal blended funds. Further details about the Authority’s goals and its HSR SB Program may be found on the Authority’s Small Business Program webpage.

10. This RFP will be available in electronic format on the State’s Contract Register at https://caleprocure.ca.gov/pages/index.aspx which is the official site.

11. All questions regarding this RFP must be submitted in writing to the email address of the Authority’s Designated Point-of-Contact in Section 3.1 of this RFP by the date and time listed in Section 3.0, Table 1, Key RFP Dates. All such questions should use the subject line: RFP HSR23-23 Financial and Commercial Advisory Services. Responses to questions submitted will be posted on the State’s Contract Register (see link above).

2.1 Brief Description of Services

See Attachment E, Sample Agreement, Exhibit A for the full Scope of Work.

The Authority plans to award an Agreement for a four (4) year term to a consultant to provide Financial and Commercial Advisory Services. Services under this Agreement will include, but not be limited to: financial analysis of existing and prospective funding sources; business and commercial planning; analysis of delivery models; procurement scope development options; policy development assistance; project financial expertise and Authority’s Financial Office staff operational advisory services; and revenue and affordability scenario analyses. The Contractor will be required to have expertise in the following critical areas: a) commercial, planning and procurement advisory services b) financing and funding advisory services, c) contract compliance management of the Agreement, d) business and economics advisory services, e) project financial advisory services in areas such as: federal grants, reporting and financial, and accounting. Tasks in these critical areas will be accomplished through Task Orders.

2.2 Definitions

Whenever used in this RFP, the following terms have the definitions indicated:

Agreement – A contract between the Authority and the successful Proposer executed as a result of this procurement.

https://caleprocure.ca.gov/pages/index.aspx

Authority – The California High-Speed Rail Authority, which may include the Authority’s authorized representatives.

Authority Board – The California High-Speed Rail Authority Board of Directors.

Authority Contract Manager – The representative from the Authority managing the Agreement resulting from this procurement.

Authority Task Manager – The representative from the Authority managing and directing the individual Task Orders and specific subject matters.

Business Day – Monday through Friday, except for federal or State holidays, between the hours of 8:00 a.m. and 5:00 p.m., Pacific Time. Lists of federal and State holidays can be found at www.opm.gov/policy-data-oversight/snow-dismissal-procedures/federal-holidays and www.calhr.ca.gov/employees/pages/state-holidays.aspx

Commercially Useful Function (CUF) – The Authority will uniformly apply best practices in collective consideration of Commercially Useful Function (CUF) standards set forth by 49 C.F.R. Part 26.55 (c)-(d), Government Code § 14837, Title 2 CCR § 1896 et seq., and Military and Veteran Code § 999(b)(5). A SB, SB-PW, DBE, DVBE, or Microbusiness (MB) is deemed to perform a CUF if the business meets the following CUF standards:

1. Performs a CUF when a SB/MB/SB-PW/DBE/DVBE is responsible for the execution of a distinct element of work of the Agreement and is carrying out its responsibilities by actually performing, managing, and supervising the work involved.

2. Performs work that is normal for its business services and functions.

3. Is responsible with respect to materials and supplies used on the Agreement, for negotiating price, determining quality and quantity, ordering the material, and installing and paying for the material itself.

A firm does not perform a CUF if the business:

4. A SB/MB/SB-PW/DBE/DVBE that is limited to that of an extra participant in a transaction, contract, or project through which funds are passed in order to obtain the appearance of participation.

5. Is a DBE that does not perform or exercise responsibility for at least thirty (30) percent of the total cost of its contract with its own workforce, or the DBE subcontracts a greater portion of the work of a contract than would be expected on the basis of normal industry practice for the type of work involved.

Contractor – The successful Proposer that executes the Agreement with the Authority as a result of this RFP.

Day or day – Calendar day, unless otherwise noted.

Design-Build Contract – The contract between the Design-Build Contractor and the Authority for design-build services to be performed for Construction Packages.

Design-Build Contractor – The Design-Build Contractor performing the design and construction work for Construction Packages as detailed in the Design-Build Contract.

Disabled Veteran Business Enterprise (DVBE) – A for-profit business concern that meets the certification requirements set forth in California Military and Veterans Code section 999(b)(7), including at least fifty -one (51) percent ownership by a veteran of the United States Military who has at least a ten (10) percent service-connected disability. To be counted towards meeting the goals of the SB Program, a DVBE must:

(1) Be certified by the DGS’ Office of Small Business and Disabled Veteran Business Enterprise Services, and

(2) Perform a CUF, as defined herein, in providing services or goods that contribute to the fulfillment of the contract requirements for this procurement.

Disadvantaged Business Enterprise (DBE) – A for-profit business concern that meets the requirements of Title 49, Part 26.61 through 26.73 inclusive of the Code of Federal Regulations including at least fifty-one (51) percent owned by individuals who are both socially and economically disadvantaged. To be counted towards meeting the goals of the SB Program, a DBE must be certified by the California Unified Certification Program.

Funding Plans – Funding Plans required under the California Safe, Reliable High-Speed Passenger Train Bond Act for the 21st Century as contained in California Streets and Highways Code 2704.04 to 2704.095. In particular plans under 2704.08(c) and 2704.08(d).

Grant/Cooperative Agreements – Any Federal agreements between the Authority, the Federal Railroad Administration (FRA), the United States Department of Transportation (U.S. DOT), and/or other Federal agency providing terms for expenditure of federal funds provided for the Project, including but not limited to: the amended Federal Railroad Administration Grant Cooperative Agreement No. FR-HSR-0118-012-01-04 (FY 10 Grant), the amended Federal Railroad Administration Grant Cooperative Agreement No.

FR-HSR-009-10-01-07 (ARRA Grant), the United States Department of Transportation Grant Cooperative Agreement No. [pending] (RAISE – Wasco SR46 Grant), the United States Department of Transportation Grant Cooperative Agreement No.

69A36524520020RASCA (RAISE – Merced Ext. Grant), the United States Department of

Transportation Grant Cooperative Agreement No. [pending] (RAISE – Fresno Depot Grant), Federal Railroad Administration Grant Cooperative Agreement No. [pending] (CRISI – Shafter), Federal Railroad Administration Grant Cooperative Agreement No.

[pending] (FSP – Construction), and Federal Railroad Administration Grant Cooperative Agreement No. [pending] (CIDP).

High Speed Rail – A type of rail transport network utilizing trains that run 150 miles per hour or greater, using an integrated system of specialized rolling stock and dedicated tracks.

Interview – Oral discussions held with invited Proposers in accordance with Section 6.2.4, Interviews, of this RFP.

Key Personnel – Those individuals identified in the Proposer’s Proposal to fill the roles specified in Section 5.3.7, Key Personnel and Staffing Plan.

Large/Complex Infrastructure Project – A public or private project of over $500 million to plan, build, maintain, and upkeep infrastructural facilities, systems, and services that may involve multiple organizations, jurisdictions, stakeholders, and end users.

Microbusiness (MB) – A for-profit SB concern that meets the certification requirements set forth in California Government Code section 14837(d) and California Code of Regulations, Title 2 sections 1896.4 (Definitions) and 1896.12 (Eligibility) including its principal office is located in California, its owners reside in California, it is not dominant in its field and it has an average gross revenue of $5 million or less over the previous three tax years. To be counted towards meeting the goals of the SB Program, a MB must be certified by DGS.

Notice to Proceed (NTP) – Authority authorization to a Contractor to commence Work after the execution of an Agreement.

Open Government Laws – Collectively, the California Public Records Act (Government Code sections 7920, et seq.), the Bagley-Keene Open Meeting Act (Gov. Code sections 11120, et seq.), and the Freedom of Information Act (FOIA) (5 U.S.C. section 552, as amended by Public Law No. 104-231, 110 Stat. 3048) and other applicable State and federal open records laws.

Person – Any individual or entity, corporation, limited liability company, sole proprietorship, joint venture, partnership, voluntary association, trust, unincorporated organization, or governmental agency including the Authority.

Project – The planning and construction of the California High-Speed Rail System.

Proposal – Proposers’ submissions provided to the Authority in response to this RFP.

Proposer – A Person that submits a Proposal in response to this RFP.

Proposer Team – Collectively, the Proposer and its members and Subcontractors.

Public Records Act – The California Public Records Act, Government Code sections 7920, et seq.

SB Program – The Authority’s Small and Disadvantaged Business Enterprise Program, August 2012, available at https://hsr.ca.gov/business-opportunities/small-business-program/policy-program-plan/.

Small Business (SB) – A for-profit business concern that meets the certification requirements set forth in the California Small Business Procurement and Contract Act in California Government Code section 14837(d), and California Code of Regulations, Title 2 sections 1896.4 (Definitions) and 1896.12 (Eligibility) including that its principal office is located in California, its owners reside in California, and it is not dominant in its field.

Government Code sections 14837 and 14838 provide certification provisions that increase SB three (3) year average Gross Annual Receipts (GARs) eligibility thresholds for existing SB certification programs to:

• $15 million for SB

• $5 million for MB designation

Government Code sections 14837 and 14838 also identify an SB certification category for the purpose of Public Works contracts/projects (SB-PW) with the following eligibility thresholds:

• $36 million GARs averaged over last three (3) years

• Maximum of 200 employees count in average over the most recent four quarters

To be counted towards meeting the goals of the SB Program, a SB must be certified by

DGS.

State – The State of California.

Subcontractor – Defined as follows:

a. Prior to award of any Agreement, any Person with whom the Proposer proposes to enter into a subcontract for any part of the Work, or that will enter into a subcontract for any part of the Work, at any tier; or https://hsr.ca.gov/business-opportunities/small-business-program/policy-program-plan/ https://hsr.ca.gov/business-opportunities/small-business-program/policy-program-plan/

b. After award of any Agreement, any Person with whom the Proposer has entered into a subcontract for any part of the Work, or with whom any Subcontractor has further subcontracted any part of the Work, at all tiers. For purposes of this RFP, the definition of Subcontractor incorporates both subcontractors and subconsultants.

Task Order – A formal supplementing document issued by the Authority Contract Manager setting forth the services to be provided within the scope of the contract, as defined in the Scope of Work of the Agreement.

Work – All of the Work required under the Agreement resulting from this RFP as defined in Attachment E, Sample Agreement, Exhibit A, Scope of Work, and set forth in the Task Orders issued by the Authority Contract Manager.

2.3 Acronyms

ARRA American Recovery and Reinvestment Act of 2009 CalSTA California State Transportation Agency Caltrans California Department of Transportation CP 1 Construction Package 1 CP 2-3 Construction Package 2-3 CP 4 Construction Package 4 CUF Commercially Useful Function DB Design-Build DBE Disadvantaged Business Enterprise DGS California Department of General Services DVBE Disabled Veteran Business Enterprise FOIA Freedom of Information Act FRA Federal Railroad Administration LNTP Limited Notice to Proceed MB Microbusiness NTP Notice to Proceed P3 Public-Private Partnership PRA Public Records Act RFP Request for Proposals SB Small Business SB-PW Small Business-Public Works TO Task Order U.S. DOT United States Department of Transportation

3.0 Procurement Schedule and Process

Table 1: Key RFP Dates:

Key Dates Activity Description Tuesday, February 20, 2024 RFP advertised Thursday, February 29, 2024 Deadline to submit written questions by 3:00 p.m.

Pacific Time Tuesday, March 12, 2024 Responses to written questions by 5:00 p.m. Pacific

Time Friday, March 15, 2024 Deadline to submit written questions Round #2 by

3:00 p.m. Pacific Time Wednesday, March 20, 2024 Responses to written questions Round #2 by 5:00 p.m. Pacific Time Thursday, April 4, 2024

Proposals due at the address specified in Section 4.1 of this RFP by 3:00 p.m. Pacific Time. *

Thursday, April 18, 2024

Invitations to Interview sent

Monday, April 22, 2024 – Friday, April 26, 2024

Interviews with Proposers held in Sacramento or virtually

Monday, May 06, 2024

Notice of Proposed Award released by 5:00 p.m.

Pacific Time

Monday, July 1, 2024 Proposed July 1, 2024 *All dates subsequent to the Proposal deadline may be modified at the discretion of the Authority without issuing a formal addendum to this RFP.

3.1 Authority’s Designated Point of Contact

The Authority’s Designated Point of Contact for communications concerning the Project or this RFP shall be as follows:

Kayla Enuka California High-Speed Rail Authority

770 L Street, Suite 620 Sacramento, CA 95814 Phone: (916) 330-5661

Email: Kayla.Enuka@hsr.ca.gov

Persons intending to submit Proposals in response to this RFP shall not contact or discuss any items related to this process with any Board member or Authority staff other than the Point of Contact listed above, either directly or through intermediaries. Failure to comply with this communication prohibition may result in disqualification. See section 3.6, Improper Communications and Contacts, for more information.

3.2 Addenda to the RFP

The Authority reserves the right to amend the RFP by addendum before the final date of Proposal submission. It is the responsibility of the Proposer to check the State’s Contract Register for all addenda.

3.3 Non-Commitment of Authority

This RFP does not commit the Authority to award a contract, to pay any costs incurred in the preparation of a Proposal in response to this RFP, or to procure or contract for services or supplies. The Authority reserves the right to accept or reject any or all Proposals received as a result of this RFP, or to modify or cancel in part or in its entirety the RFP if it is in the best interest of the Authority to do so.

3.4 Property Rights

Proposals received within the prescribed deadline become the property of the Authority and all rights to the contents therein become those of the Authority. All material developed and produced for the Authority under any Agreement resulting from this RFP shall belong exclusively to the Authority and the State of California. All products used or developed in the execution of any Agreement will be governed in accordance with the Ownership of Data Rights and Patent Rights Sections in Attachment E, Sample Agreement.

3.5 Non-Exclusiveness of Subcontractors

Subcontractors are not precluded from being on more than one Proposer Team, subject to the provisions of Section 3.7, Improper Communications and Contacts. There is no prohibition against Subcontractors being exclusive to one Proposer, however, exclusivity is strongly discouraged for al l SB/DBE/DVBE Subcontractors.

3.6 Improper Communications and Contacts

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 following rules of contact shall apply during this procurement that began upon the date of issuance of this RFP and will be completed with either the execution of any Agreement resulting from this procurement or the cancellation of the procurement. These rules are designed to promote a fair and unbiased procurement process. Contact includes, but is not limited to, face-to-face, telephone, web-based meeting platforms (including viewing/sharing information on screen), text message/SMS, facsimile, electronic mail (email), electronic messaging of any kind, or formal written communication. Contact includes direct contact or contact through an intermediary.

The specific rules of contact are as follows:

1. After submittal of Proposals, no Proposer or any of its team members may communicate with another Proposer or its team members with regard to the RFP or any other team’s Proposal with the exception of Subcontractors that are shared between two or more Proposer Teams. In such cases, those Subcontractors may communicate with their respective team members so long as those Proposers establish a protocol to ensure that the Subcontractor will not act as a conduit of information between the teams (contact among Proposer organizations is allowed during Authority sponsored informational meetings). Protocols established to ensure that Subcontractors do not act as conduits of information between teams are subject to Authority review and approval, at the Authority’s discretion.

2. Proposers and their team members shall correspond with the Authority regarding the RFP only through the Authority’s Designated Point of Contact identified in Section 3.1 of this RFP.

3. Except for communications expressly permitted by the RFP or approved in advance by the Authority’s Chief Counsel, in his or her sole discretion, no Proposer or representative thereof shall have any ex parte communications regarding the RFP or the procurement described herein with any member of the Authority Board or with any Authority staff. This includes any of the Authority’s advisors, contractors, or consultants (and their respective affiliates) that are involved with the Project and/or this procurement.

4. Proposers and their team members shall not contact the entities listed below regarding this procurement, either directly or through intermediaries including any employees, representatives, and members regarding this RFP:

a. Federal Railroad Administration (FRA)

b. California State Transportation Agency (CalSTA)

c. California Department of Transportation (Caltrans)

d. California Department of General Services (DGS), except to file a Protest as outlined in Section 6.5, Protest, of this RFP

e. California High-Speed Rail Authority, including the Authority Board (except as provided in this RFP)

5. The foregoing restriction shall not, however, preclude or restrict communications with regard to matters unrelated to the RFP or the procurement or from participating in public meetings with the Authority or any Authority workshop related to this RFP.

6. Any communication determined to be improper, at the sole discretion of the Authority, may result in disqualification.

7. The Authority will not be responsible for any oral exchange or any other information or exchange that occurs outside the official RFP process.

8. The Authority does not warrant the accuracy of any information from third parties with respect to this RFP and cautions the Proposers that reliance on any information received from third parties with respect to this RFP is at Proposer’s sole risk.

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 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/

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

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 as the Authority’s Early Train Operator (Contract No.

HSR17-20) or the Authority’s Financial Advisor (Contract No. HSR19-41) may have an organizational conflict of interest, which prevents them from participating in this procurement process. Accordingly, a request for an Organizational Conflict of Interest determination should be sought as soon as possible.

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.

3.7.1 Organizational Conflicts of Interest for Financial and Commercial Advisory Services

Pursuant to Section VIII (2) and VIII (1)(B) of the Authority’s Organizational Conflict of Interest Policy, the successful Proposer will be precluded from participating on any future Authority contracts or procurements for which the Contractor assisted in the development of said contract or procurement.

3.8 Confidentiality

Proposers shall not submit confidential information in their Proposals. Any information submitted during the procurement process will be discoverable under a California Public Records Act request after the procurement is complete.

3.9 Unruh Civil Rights Act and the Fair Employment and Housing Act

Pursuant to Public Contract Code section 2010, the Proposer has a completed Cert. 12:

California Civil Rights Laws Certification, certifying compliance with the following:

1. California Civil Rights Laws: For contracts over $100,000 executed or renewed after January 1, 2017, the Proposer certifies compliance with the Unruh Civil Rights Act (section 51 of the Civil Code) and the Fair Employment and Housing Act (section 12960 of the Government Code); and,

2. Employer Discrimination Policies: For contracts over $100,000 executed or renewed after January 1, 2017, if a Proposer has an internal policy against a sovereign nation or peoples recognized by the United States government, the Proposer certifies that such policies are not used in violation of the Unruh Civil Rights Act (section 51 of the Civil Code) or the Fair Employment and Housing Act (section 12960 of the Government Code).

3.10 Executive Order N-6-22 – Russia Sanctions

On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals.

“Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. By submitting a bid or proposal, Contractor represents that it is not a target of Economic Sanctions. Should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for rejection of the Contractor’s bid/proposal any time prior to contract execution, or, if determined after contract execution, shall be grounds for termination by the State.

4.0 Submittal of the Proposals

4.1 Proposal Submittal Information

Proposals submitted in response to this RFP shall be mailed or hand delivered to:

If hand-delivered:

Attention: Kayla Enuka California High-Speed Rail Authority

770 L Street, Suite 620 Sacramento, CA 95814

If delivered by mail:

Attention: Kayla Enuka California High-Speed Rail Authority

770 L Street, Suite 620 MS 7 Sacramento, CA 95814

The following information must be placed on the lower left corner of the submittal shipping packages:

RFP No.: HSR23-23

California High-Speed Rail Authority

Financial and Commercial Advisory Services Proposal

Due to building access restrictions, Proposers that will hand deliver their Proposals are requested to notify the Authority’s Designated Point of Contact identified in Section 3.1 at least twenty-four (24) hours before their anticipated arrival time. Proposers that will deliver their Proposals by mail are requested to notify the Authority’s Designated Point of Contact of the expected delivery date.

Proposer:

https://www.bing.com/ck/a?!&&p=a8c654d458f64172434e1459118a607616d5f98a0656a1f8d60b14a0af6c7b29JmltdHM9MTY1NjAxODM0NSZpZ3VpZD1mZmQwMTExYy00NWIyLTQ3MDMtODg5Mi0yMzk5MjIxMDVjNTEmaW5zaWQ9NTE2NQ&ptn=3&fclid=3fb5cd13-f338-11ec-9401-126f8b8caa1c&u=a1aHR0cHM6Ly93d3cuZ292LmNhLmdvdi93cC1jb250ZW50L3VwbG9hZHMvMjAyMi8wMy8zLjQuMjItUnVzc2lhLVVrcmFpbmUtRXhlY3V0aXZlLU9yZGVyLnBkZg&ntb=1

4.2 Late Submittals

In accordance with California Public Contract Code section 10344, Proposals received after the specified date and time are considered late and will not be accepted. There are no exceptions to this law. Postmark dates of mailing, email, and facsimile are not accepted under any circumstances and are not acceptable toward meeting the submission deadline for Proposal delivery. A Proposal is late if received any time after the date and time listed in Section 3.0, Table 1, Key RFP Dates. Proposals received after the specified time will not be considered and will be returned unopened to the Proposer.

Proposers are responsible for requesting a receipt or delivery confirmation for delivery of their Proposal packages.

4.3 Modification or Withdrawal of Proposals

Any Proposal received may be withdrawn or modified before the Proposal submittal deadline by written request to the Authority that is signed by the Proposer or an authorized agent. A Proposer may thereafter submit a new Proposal prior to the Proposal Due Date.

The only method for a Proposer to modify its Proposal is by withdrawing its submission in its entirety prior to the Proposal deadline, by written notification to the Authority. A complete, corrected submission package may be resubmitted prior to the Proposal deadline. Modifications offered in any other manner will not be considered.

5.0 Proposal Requirements

Proposers shall include one (1) original and six (6) hard copies in separate three (3) ring binders in its submittal containing both its Technical Proposal and its Cost Proposal in a sealed package or packages. The original must be clearly marked “Original” on its face and spine, and each copy must be marked with the Proposer’s name and numbered one

(1) through six (6) on their spines.

Each Proposer shall include one (1) electronic version of its Proposal in a printable and searchable PDF format in a read-only format on two (2) searchable Advanced Encryption Standard USB drives with 256-bit encryption. The USB drives shall be included with the Proposal in a sealed package separate from the set of binders. A single password to decrypt both USB drives shall be included with the Proposal in another sealed package separate from the sealed package containing the USB drives. The PDF should not be password protected. Proposers shall not provide content that utilizes Adobe Flash Player as Adobe discontinued Adobe Flash Player as of December 31, 2020.

Proposals must be received in the specified location no later than the date and time listed in Section 3.0, Table 1, Key RFP Dates and addressed in accordance with Section 4.1, Proposal Submittal Information. All additional Proposal packages may contain photocopies of the original package. Emailed or faxed Proposals are not acceptable and will not be considered.

The following summarizes the content and organization of the Proposal. In addition to the information described below, the Authority may require confirmation or clarification of information furnished by a Proposer. Material omissions, inaccuracies, or misstatements will be sufficient cause for rejection of a Proposal.

5.1 General Requirements

The Proposal shall be typed. Forms and Certifications may be completed in ink, though providing typewritten Forms and Certifications is preferred. All documents contained in the original Proposal package must be manually or digitally signed by a person who is authorized to bind the Proposer or Proposer Team members, as applicable. Proposals that contain false or misleading statements, which provide conditional statements or alternate terms and conditions, or which provide references that do not support an attribute or condition claimed by the Proposer, may be rejected.

RFP requirements and guidelines:

1. Documents should be prepared in single-spaced type, 12-point Arial font, on 8-1/2” x 11” sheets printed double-sided. Smaller font may be utilized for graphics labels, charts, figures, tables, and footnotes. A page is considered to be a single side of an 8-1/2” x 11” sheet. Should the Proposer wish to submit materials that benefit from larger format paper sizes such as charts, drawings, graphs, and schedules they should do so sparingly. Large format pages will be included in the page limit.

2. Pages should be numbered to show the page numbers and total number of pages in the response; (e.g., Page 1 of 30, Page 2 of 30, etc.). Pages should be numbered at the bottom of the page.

3. The Proposal shall be no more than thirty (30) pages in length, excluding the Transmittal Letter, References required in Section 5.2.1, Transmittal Letter, resumes required in Section 5.2.1, Transmittal Letter, and the Forms and Certifications which are not included in the page count. The cover page, table of contents/exhibits, section dividers, and samples of previous work products are also not included in the thirty (30) page limit.

4. Brochures, extraneous publications such as published articles, directories, lengthy client lists, and other miscellaneous materials not specifically requested will not be evaluated.

5. If submitting as a team, note which entity is the Proposer or lead joint venture partner (if applicable).

6. Note the individual who will be the point of contact authorized to bind the Proposer.

7. Unless otherwise provided, all names and applicable titles shall be typed or printed below the signatures.

8. Form A through C and Certification Numbers 1 through 12 must be signed and included. If erasures or other changes appear on the forms, each erasure or change shall be initialed and dated by the person signing the response.

9. The Proposal shall be divided into sections as described below:

a. A blank page should precede each section with an index tab extending beyond the side of the page; these blank pages will not be counted within the page count.

b. The index tab should have the appropriate section number typed thereon.

c. At a minimum, the items described in Section 5.0, Proposal Requirements, shall be addressed.

d. Sections in the Proposal should be presented in the same order as they appear in this RFP.

5.2 Part 1, Administrative Response

5.2.1 Transmittal Letter

The Proposal shall be transmitted with a letter that must identify and must be signed by an owner, officer, or other representative duly authorized to bind the Proposer contractually and shall contain a statement that indicates the Proposal is complete and accurate. The Transmittal Letter shall also provide the following: names, titles, addresses, telephone numbers, and email addresses of individuals authorized to negotiate and contractually bind the Proposer. Proposers shall affirm in the Transmittal Letter that the Minimum Requirements of Section 5.3.1, Proposal Minimum Requirements are met. All Forms and Certifications shall be manually or digitally signed and included as attachments in the Transmittal Letter section. Neither the Transmittal Letter, nor the attachments to the Transmittal Letter in this Section 5.2 will be included in the page count.

The Transmittal Letter shall include the following:

1. The Proposer shall hold valid and appropriate licensure to do business in the State of California and attach copies of Certificate(s) of Good Standing issued by the California Secretary of State that confirm the Proposer’s and subcontractor’s business registration status and any required licenses to operate in each city and county in which the Proposer will be providing services to the Authority.

2. The Proposer shall…