HSR23-23_QA__Round__1_Official.pdf

RFP No.: HSR23-23 Request for Proposals for Financial and Commercial Advisory Services Questions & Answers 3/12/2024

RFP No.: HSR23-23 Request for Proposals for Financial and Commercial Advisory Services Questions & Answers Questions & Answers Page 1

No Question Proposed Response 1 Please confirm that resumes and Attachment F for key personnel are only required to be included once in the Transmittal Letter / administrative package and that they do not need to be provided again in the separate Technical Proposal portion of the submission?

The Proposer shall provide copies of resumes for the Key Personnel along with Attachment F: Supplemental Resume and Work History and shall be attached to the Transmittal Letter.

Proposers do not need to provide a duplicate Attachment F:

Supplemental Resume and Work History in the Technical Proposal portion of their submission.

2 Please confirm that subcontractors with a contract value over $25,000 should fill out Certification 6 as opposed to Certification 7. There are conflicting instructions on Certification 7, versus what is stated in the forms checklist in the RFP.

Subcontractors with a contract value over $25,000 should fill out Certification 6 as opposed to Certification 7. Clarifying language has been added to Certificates 6 and 7 in Addendum #5.

3 If a subcontractor has multiple small business certifications (such as both SBE and DVBE certifications from DGS), can they count towards multiple goal programs (SBE and DVBE)? For instance, if we have a firm that is both a certified SBE and DVBE, and they are slated to receive 10% of the expected fees, can we count this 10% to both SBE and DVBE preference programs?

No. Each firm, despite the number of SB certifications it may hold, is counted separately. However, the Authority encourages submitters to list all SB/MB/SB-PW or DVBE certifications held by each listed firm.

RFP No.: HSR23-23 Request for Proposals for Financial and Commercial Advisory Services Questions & Answers

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No Question Proposed Response 4 The RFP suggests that Key Personnel from subcontractors must pull from the subcontractors with the top 2 highest share of the contract value (see key personnel classifications section in the RFP). Please confirm we are able to nominate individuals from other subcontractors (such as certified small businesses) to serve as Key Personnel and to facilitate the Authority's SBE, DVBE, and DBE goals? The language as written currently limits key personnel to only large subcontractors, and we are keen to provide development opportunities to other businesses to meet the Authority, State, and Federal Government’s commitment to diversity and small businesses.

The Authority has considered this question and will revise the language accordingly in Addendum #5, Section 5.3.7.1., Key Personnel Classifications and Minimum Requirements.

Individuals from other subcontractors may serve as Key Personnel and are not limited by proposed subcontractor usage.

5 On the cost proposal, the weighted percentages do not add up to 100%. Flagging this for the Authority's confirmation.

Authority has considered this comment and will revise Attachment D: Cost Sheet in Addendum #5.

The Cost Sheet is updated to add .5% to the Prime Partner so the Cost Sheet equals 100%.

6 Please confirm that a Table of Contents page and section dividers in the Technical Proposal would not count towards the page limit for the Technical Proposal.

The Authority has considered this question and will partially revise the language accordingly for Section 5.1 General Requirements, Subsection 3 in Addendum #5.

The cover page, table of contents/exhibits, section dividers, and samples of previous work products are not included in the thirty

(30) page limit.

7 Would the Authority consider a page limit increase (e.g., 20 additional pages) to the Technical Proposal to allow proposers to more fully address the requirements in the solicitation?

At this time, the Authority will maintain the 30-page limit as defined in Section 5.1, General Requirements.

RFP No.: HSR23-23 Request for Proposals for Financial and Commercial Advisory Services Questions & Answers

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No Question Proposed Response 8 The Authority lists that the minimum Key Personnel should be the Project Manager, Deputy Project Managers, and Task Managers. Can Proposers nominate additional Key Personnel for key intended workstreams within each scope of work area?

The Authority has considered this question and will partially revise the language accordingly in Addendum #5, Section 5.3.7, Key Personnel and Staffing Plan.

The Proposal may identify additional personnel that will support a role, but only the Key Personnel required in Section 5.3.7.2 will be scored.

However, the Key Personnel Classifications and Functional Roles options are concrete and shall not be added to, altered, or increased. The Proposers may not nominate scored additional Key Personnel.

9 Regarding Cost Principles: Please confirm that Exhibit B.5 Cost Principles (RFP page 83 of 173) applies only to travel costs/other direct costs (ODCs). As the Authority is not requesting or analyzing cost data for proposed labor rates, the Cost Principles do not apply to those labor rates. See 2 CFR 200.401(a); FAR 31.000(a).

This agreement may be partially funded with federal funds, therefore the provisions in Exhibit B, Budget Detail and Payment Provisions, Section 5, Cost Principles apply to the agreement.

Specifically, the Cost Principles will apply to costs billed and reimbursed and Proposers will need to ensure that the rates proposed comply with the applicable federal regulations.

10 Regarding Section 5.2.1, Transmittal Letter, please confirm that the three references provided can be from a combination of the Proposer Team.

As stated in the RFP Section 5.2.1, Transmittal Letter:

If a single entity is submitting the Proposal, the references shall be solely for that entity.

2. If the Proposal is submitted by a joint venture that has worked together in the past, the references shall be for the joint venture as a whole.

3. If the Proposal is submitted by a joint venture that has not worked together in the past, references shall be included for each prime member of the joint venture.

RFP No.: HSR23-23 Request for Proposals for Financial and Commercial Advisory Services Questions & Answers

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No Question Proposed Response 11 Regarding Section 5.3.3, Past Performance and

Experience’s Paragraph 1, please confirm that the following is acceptable: The Proposal must demonstrate the ability of the Proposer Team to deliver the Work for the California High-Speed Rail Project by providing information regarding Large/Complex Infrastructure Projects delivered by the Proposer Team.

The Authority has considered this question and will partially revise Section 5.3.3, Past Performance and Experience Subsection 1 the language accordingly in Addendum #5.

The Proposal must demonstrate the ability of the Proposer Team to deliver the Work for the California High-Speed Rail Project by providing information regarding Large/Complex Infrastructure Projects delivered by the Proposer Team.

12 Regarding Section 3.7.1, Organizational Conflicts of Interest for Financial and Commercial Advisory Services, please confirm if serving on the Financial and Commercial Advisor's team for the Authority’s Program would preclude the Advisor from serving the Authority in other capacities such as on the Enterprise Risk Management and Advisory Services team.

Organizational Conflict of Interest issues are fact dependent, and determinations are made on a case-by-case basis. If a Proposer requires an organizational conflict of interest determination related to this RFP after consulting the Policy, please immediately issue a written first-party request to Chief Counsel Alicia Fowler at Legal@hsr.ca.gov consistent with Section 3.7, Organizational Conflicts of Interest of the RFP.

Proposers currently, or in anticipation of, performing services for the Authority under existing contracts that potentially intersect with, or overlap, the services contemplated in this RFP and Sample Agreement should seek an Organizational Conflict of Interest determination if there is any uncertainty about a possible conflict based on the services that are expected to be provided.

13 Regarding Section 5.1, General Requirements, the text states that "Documents should be prepared in single-spaced type, 12-point font, on 8-1/2” x 11” sheets printed double-sided." In Attachment A: Minimum Requirements Checklist, the language states that documents must be 12-point *and* Arial font. May proposers use an alternative to Arial (such as Calibri or Arial Narrow) as long as 12-point sizing is used and legibility is comparable?

The Authority has considered this question and will partially revise Section 5.1, General Requirements, Subsection in Addendum #5

The documents should be prepared in single-spaced type, 12-point Arial font, on 8-1/2” x 11” sheets printed double-sided.

mailto:Legal@hsr.ca.gov

RFP No.: HSR23-23 Request for Proposals for Financial and Commercial Advisory Services Questions & Answers

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No Question Proposed Response 14 In reviewing Addendum 1, we note that the Authority’s

Early Train Operator (ETO) may have an Organizational Conflict of Interest and is encouraged to request an Organizational Conflict of Interest determination. Are there any other firms under current or prior contract with the Authority that the Authority would suggest could have an Organizational Conflict of Interest, in particular for any firms, subcontractors or affiliates that may have inherent conflicts from the performance of work on multiple contracts pursuant to the Authority’s Organizational Conflict of Interest Policy Section IX?

For example, the firms, subcontractors or affiliates participating as Authority’s Enterprise and Program Risk Management (EPRM) Advisory Services consultant perform work that includes conducting an agency-wide risk assessment and review of organizational capabilities; evaluation of risk registers for accuracy; and change management strategy.

These tasks may be difficult to perform in an impartial or objective manner if the same firm, subcontractor or affiliates are also performing the Financial Advisor function because the work would involve review of the Financial Advisor’s work, management, decisions and strategies that the Financial Advisor is involved with in the project.

See Response to Question 12.

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No Question Proposed Response 15 Are there areas in the Enterprise and Program Risk

Management (EPRM), Early Train Operator (ETO) and Financial Advisory scopes where the work intersects and there are inherent conflicts and the same firm, if performing more than one role, could be in a position to violate the Organizational Conflict of Interest Policy because adequate mitigation is not possible?

See Response to Question 12.

16 Would the Authority specifically encourage the EPRM firm or affiliates or other current Authority consultant firm or affiliates to request an Organizational Conflict of Interest determination?

See Response to Question 12.

17 Section 5.3.8.1 Small Business Requirements (on page 33 of 40) does not include the 10% Disadvantaged Business Enterprise (DBE) goal (nor the Microbusiness 3% goal) as shown in 2.0 Purpose and Overview of RFP, item 9 (on page 3 of 40):

“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." Which section is accurate?

The RFP establishes a twenty-five (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.

Both sections of the RFP are correct, however, Section 5.3.8., Small Business Participation Requirements provides a more detailed explanation about State DVBE and SB goal requirements.

18 Does the cost proposal have to be in a separate sealed package?

No, the Cost Proposal is not required to be in a separate sealed package.

RFP No.: HSR23-23 Request for Proposals for Financial and Commercial Advisory Services Questions & Answers

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No Question Proposed Response 19 We note that the Authority is requesting certified pricing data similar to that required for Architectural and Engineering services under FAR 36.6. Financial advisory services like those being procured in this RFP typically qualify as commercial services, which are exempted from requiring such data under FAR 15.403- 1(c)3. In addition, we believe that the nature of this procurement would also qualify for the competition exemption under FAR 15.403-1(c)1. In our experience, many financial advisory firms do not (and cannot reliably) produce this information, and the burden of producing such information has the potential to limit participation in and competition for this contract.

We respectfully request that the Authority consider removing this type of pricing data and instead simply require fully burdened hourly rates, which is more typical for these services. If unable to do so, we request that the Authority please provide insight as to why the Authority believes these provisions are applicable to the work.

The Authority is not requesting certified pricing and is not intending to procure A&E services. Fully burdened hourly rates are what should be included in the proposed rates.

However, this agreement may be partially funded with federal funds. Specifically, the Cost Principles in Exhibit B.5 will apply to costs billed and reimbursed and Proposers will need to ensure that the rates proposed comply with the applicable federal regulations.

20 Will the Authority modify the Additional Provisions to include a limitation of liability consistent with other contracts the Authority has previously entered into?

In order to maintain a fair and competitive procurement, potential Proposers must submit specific alternate terms and conditions to Kayla.Enuka@hsr.ca.gov prior to the written questions due for Round #2 on Friday, March 15, 2024.

Alternate terms and conditions will be considered and posted publicly, along with the Authority’s response, for all potential Proposers to view.

The Authority will not consider proposed changes to the terms and conditions to the Sample Agreement included in the Proposers Proposal submission.

RFP No.: HSR23-23 Request for Proposals for Financial and Commercial Advisory Services Questions & Answers

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No Question Proposed Response 21 Will the Authority allow for written exceptions to be submitted prior to the proposal due date, as the Authority has done in the past?

See Response to Question 20.

22 Would the Authority be willing to include an opportunity to cure, prior to termination, as is consistent with other State contracts?

See Response to Question 20.

23 Will the Authority be willing to include the following provision, as is consistent with other State contracts?

"Authority acknowledges and agrees that Contractor’s third-party service providers (“Vendors”), including Contractor’s cloud service providers, may have access to confidential information from onshore and offshore locations, and that the Contractor uses Vendors within and outside of the United States to provide at Contractor’s direction administrative or clerical services to Contractor. These Vendors may in the performance of such services have access to Authority's confidential information. Contractor represents to Authority that with respect to each Vendor Contractor has technical, legal and/or other safeguards, measures, and controls in place to protect Confidential Information of Authority from unauthorized disclosure or use.”

The Authority cannot accept the Proposer’s provision as drafted.

The proposed language is too broad in its expectation of full permission to possess, control, and provide access to confidential Authority information to unnamed 3rd parties with which the proposer has entered into an agreement. The proposed language also does not include specificity about what vendors will have such access and what contractual requirements are in place to protect against unauthorized disclosure or use of confidential information.

The Proposer may elect to submit revised language consistent with the Response to Question 20.

24 Will the Authority consider modifying the requirements around destruction of data as is consistent with other State contracts? Destroying data on command is impractical and is typically incorporated in routine processes on a set time schedule.

See Response to Question 20.

RFP No.: HSR23-23 Request for Proposals for Financial and Commercial Advisory Services Questions & Answers

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No Question Proposed Response 25 Will the Authority remove the requirement to provide insurance policies consistent with other contracts Authority has previously entered into? Certificates of Insurance can be provided to show proof of insurance, but policies themselves are highly confidential.

The Authority reserves the right to require copies of insurance policies if there is a claim or a coverage dispute. To conceal or remove confidential information, a redacted copy is acceptable.

26 Will the Authority please confirm that the agreement resulting from this RFP is not subject to the federal provisions under the grant/cooperative agreements, as is consistent with previous Authority agreements?

The intent is for the agreement resulting from this RFP to be able to be federally funded. As such, provisions required by federal grant/cooperative agreements will be applicable.

27 Will the Authority be willing to consider reasonable revisions to Exhibit G?

See Response to Question 20.

28 Will the Authority please confirm that the agreement resulting from this RFP is only subject to applicable items of the SB plan as included by reference, and that contractors and subcontractors would only be required to comply with the HSR SB Program as applicable?

All the awarded contractors and subcontractors of RFP HSR23- 23 must comply with the Professional Services requirements of the HSR SB Program.

29 Would the Authority please consider extending the page limit to 40 pages?

Proposed language: At this time, the Authority will maintain the 30-page limit as defined in Section 5.1, General Requirements.

30 Please could you provide guidance on how the Classifications in the Cost Proposal Table map to the Definitions on the previous page (2 of 5), where a number is included in the table?

The Authority has considered this question and will partially revise the Attachment D: Cost Proposal in Addendum #5. The Authority has streamlined the Subcontractors into one (1) grouping (containing three [3] different subclassifications still), thus eliminating the numbers or usage tier descriptions. The highest hourly rate for all combined subcontractors per classification is what should be entered in columns (C) and (D).

Attachment D, Cost Sheet. Additionally, the Managing Director Sub will be combined with the Principal Sub and changed to say Managing Director/Principal Sub.

RFP No.: HSR23-23 Request for Proposals for Financial and Commercial Advisory Services Questions & Answers

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No Question Proposed Response 31 Regarding Classifications in the Cost Proposal Table map to the Definitions on the previous (page 2 of 5) what does “Principal 1-3 Sub” mean, for example?

The Authority has considered this question and will partially revise the Attachment D: Cost Proposal in Addendum #5. The Authority has streamlined the Subcontractors into one (1) grouping (containing three [3] different subclassifications still), thus eliminating the numbers or usage tier descriptions. The highest hourly rate for all combined subcontractors per classification is what should be entered in columns (C) and (D).

32 Regarding Classifications in the Cost Proposal Table map to the Definitions on the previous (page 2 of 5), is the number included with the labor title intended to indicate a count of individuals at that role level?

The Authority has considered this question and will partially revise the Attachment D: Cost Proposal in Addendum #5. The Authority has streamlined the Subcontractors into one (1) grouping (containing three [3] different subclassifications still), thus eliminating the numbers or usage tier descriptions. The highest hourly rate for all combined subcontractors per classification is what should be entered in columns (C) and (D).

33 We respectfully request an extension to the submission deadline of two weeks

The Authority has considered this question and will revise Section 3.0, Procurement Schedule and Process: Table 1: Key RFP Dates in Addendum #5.

34 Can HSRA supply fillable forms for Form B? The Authority has considered this question and will provide a fillable form in Addendum #5

35 Can HSRA supply a fillable Attachment F for resumes or will HSRA accept proposer generated formats that contain the same information/fields?

The Authority has considered this question and will provide a fillable form in Addendum #5

36 Does HSRA expect key personnel experience of similar projects in excess of $500M to have occurred within a specified timeframe?

The Authority has considered this question and will partially revise Section 5.3.7.1, Key Personnel and Staffing Plan in Addendum #5

There is no timeframe for which key personnel needs to have gained project experience on Large/Complex Infrastructure projects per the RFP Definitions.

RFP No.: HSR23-23 Request for Proposals for Financial and Commercial Advisory Services Questions & Answers

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No Question Proposed Response 37 Does HSRA have an incumbent for these services, and are they permitted to rebid?

The Authority currently has a Financial Advisory Services consultant, but the scope of work for the services the current consultant provides is different than the scope of work in this RFP Sample Agreement. The current Financial Advisory Services consultant is permitted to pursue the current RFP.