RFP_-_CHFFA_04-15_FA_for_Bond_Sale_Services.pdf

California Health Facilities Financing Authority (CHFFA)

REQUEST FOR PROPOSAL-Secondary Notice to Prospective Proposers

Financial Advisor for

Bond Sale and Related Services

RFP# CHFFA 04-15

March 15, 2016

You are invited to review and respond to this Request for Proposal (RFP), entitled RFP# CHFFA 04-15, for the California Health Facilities Financing Authority (CHFFA). The RFP seeks Financial Advisory services for the bond sale process utilized by CHFFA in their role as conduit issuer of tax-exempt bonds for qualified non-profit health facilities. The RFP will yield a minimum of three contracts as more particularly described herein.

In submitting your proposal, you must comply with these instructions.

Please note all agreements entered into with the State of California must include by reference General Terms and Conditions and Contractor Certification Clauses, which may be viewed and downloaded at Internet site www.ols.dgs.ca.gov/standard+language. If you do not have Internet access, a hard copy can be provided by contacting the person listed below.

In the opinion of CHFFA, this RFP is complete and without need of explanation. However, if you have questions, or should you need any clarifying information, the contact person for this RFP is:

Martha Maldonado Operations Manager

California Health Facilities Financing Authority

(916) 653-2799

Please note that no verbal information given will be binding upon the State unless such information is issued in writing as an official addendum.

http://www.ols.dgs.ca.gov/contracts

Table of Contents

Section Page

A) Purpose and Description of Services

1. Introduction

2. Scope of Services

3. Term of Agreement

B) Minimum Qualifications for Proposers

C) Proposals Requirements and Information

1. Key Action Dates

2. Firm Experience, Personnel and References

3. Conflict of Interest – Dual Representation

4. Cost Detail Format and Requirements

5. Submission of Proposal

6. Evaluation Process

7. Award and Protest

8. Disposition of Proposals

9. Agreement Execution and Performance

D) Preference Programs

1. Small Business or Microbusiness Preference

2. Non-Small Business Preference

3. Target Area Contract Preference Act (TACPA),*

4. California Disabled Veterans Business Enterprise (DVBE) Participation- WAIVED

E) Required Attachments Attachment 1 - Required Attachment Check List Attachment 2 - Proposal/Proposer Certification Sheet Attachment 3 - Proposer References Attachment 4 - Payee Data Record (STD 204) Attachment 5 - Contractor’s Certification Clauses (CCC-307) Attachment 6 - Small Business or Microbusiness Preference * Attachment 7 - Non-Small Business Preference* Attachment 8 Target Area Contract Preference Act (TACPA) * Attachment 9 Darfur Contract Act Compliance

F) Sample Standard Agreement (STD 213) Exhibit A, Scope of Work Exhibit B, Budget Detail and Payment Provisions Exhibit C, General Terms and Conditions (http://www.ols.dgs.ca.gov/standard+language)

(GTC-610)

Exhibit D, Special Terms and Conditions Exhibit E, Additional Provisions

Attachment A California Health Facilities Financing Authority (CHFFA) - Program Description

(*If applicable) http://www.ols.dgs.ca.gov/standard+language

A. Purpose and Description of Services

1. Introduction The California Health Facilities Financing Authority (CHFFA) is requesting proposals for financial advisory firms (the “Firm(s)”) to assist in tax-exempt bond issuance and equipment financings for non-profit health facilities. All proposals submitted to perform these services must describe the experience and qualifications demonstrating the Firm’s ability to provide these services. Failure to provide the required information may result in disqualification.

CHFFA anticipates entering into three separate contract(s) to be referred to as a Primary contract, a Secondary contract, and a Tertiary contract. The Firm scoring the highest points following the evaluation process as outlined in Section C, Item 6 (d), “Evaluation Process” will be awarded the Primary contract to be used on an “as-needed” basis to perform a wide range of services related to bond sales as may occur from time to time. (Section A, Item 2, Scope of Service). The Secondary contract will be awarded to the Firm scoring the second highest points and will be used on an “as-needed” basis in the event CHFFA determines a conflict of interest (as defined in Section C, Item 3, Conflict of Interest – Dual Representation) exists with the Primary Firm. The Tertiary contract will be awarded to the Firm scoring the third highest points and will be used on an “as-needed” basis in the event CHFFA determines a conflict of interest (as defined in Section C, Item 3, Conflict of Interest – Dual Representation) exists with the Primary and Secondary Firms. In addition, special projects requiring financial advisory services may occur from time to time on a variety of subjects. CHFFA may use any or all of the Firm(s) at any time to assist with these projects (as defined below in Section A, Item 2 (b)) on an as-needed basis.

The selected Firm(s) are expected to be technically and professionally capable of providing the services in all subject areas described in Section A, Item 2, Scope of Service and meet the Minimum Qualifications for Proposers described in Section B. CHFFA anticipates a July 2016 contract start date and the Firm(s) must be available at that time to assume services. CHFFA anticipates entering into two-year contracts with a one-year option to renew for the described services. Upon contract award(s), and annually thereafter throughout the term of the contract(s), the selected Firm(s) will be required to comply with the Political Reform Act and to file a Statement of Economic Interest (Form 700, Fair Political Practices Commission).

See Attachment A for a description of CHFFA and a summary of the bonds issued to date.

2. Scope of Service

a) Financial Advisor on Bond and Equipment Financings

The Firm(s) will be expected to assist CHFFA on an “as needed” basis to perform a wide range of services related to each bond transaction throughout the proposed contract period. Services will include:

1) Assist CHFFA in the review of proposed underwriter spread components and estimated costs of issuance items. Make recommendations on adding syndicate members for particular transactions.

2) Evaluate the proposed structure of the financing as presented by the senior managing underwriter in conjunction with existing debt service of the borrower as well as the proposed security and covenant package preferred by the borrower. Make recommendations as necessary regarding security features, specific covenants, credit enhancement, specific maturities of serial or term bonds, fixed or variable rates or call provisions. Discuss recommendations with the senior managing underwriter or the borrower’s financial advisors (or both) as may be directed by CHFFA.

3) Provide an independent scale of market comparables for the proposed financing and assist CHFFA in the evaluation of the proposed scale presented by the senior managing underwriter.

On an as-needed basis, participate in the pre-pricing discussion with the syndicate members, CHFFA, borrower, and State Treasurer’s Office. Offer suggestions on final pre-pricing adjustments, including but not limited to coupons, yields, premium or discount maturities or other structural modifications based on current market conditions.

4) Participate in pre-pricing and pricing calls. Evaluate the proposed sale, including orders, proposed changes in structure or interest rates and the level of interest from institutional and retail buyers. Make recommendations to CHFFA regarding acceptance of the underwriting offer.

5) On refinancing transactions, review, when appropriate, the pricing of securities in escrow funds, and make recommendations to ensure the most cost-effective escrow.

6) Provide assistance in reviewing the allocation and allotments of bonds proposed by the senior managing underwriter, when necessary.

7) As directed by CHFFA, prepare a post-sale evaluation of the financing and the key participants for use by CHFFA in their on-going effort to provide a smooth, efficient, cost-effective transaction for their clientele.

8) In all respects, represent the best interests of CHFFA and the State of California in all transactions and proceedings by strict adherence to the statutory conflict of interest laws of California (as defined in Exhibit E, Item #1, Additional Provisions).

9) Be available during regular business hours, either by phone or in person, for consultations with CHFFA staff, which may require travel to the office of CHFFA or other locations as necessary.

b) Special Projects

Special projects requiring financial advisory services may occur from time to time on a variety of subjects. CHFFA may request any or all of the Firm(s) to assist with these projects on an as-needed basis. Such projects may include, but are not limited to the following:

1) Assist CHFFA by providing analysis and advice on issues or questions related to tax-exempt debt markets, the non-profit healthcare sector, or any other related financial matter.

2) Provide, as requested, periodic training of CHFFA staff on various aspects of the bond sale and equipment financing process.

3) Be available within reasonable timeframes for consultation with CHFFA staff on issues relating to the financing process, which may require travel to the CHFFA Office.

4) The creation and implementation of new financing programs including bond and equipment financing, loans or grants.

5) Analysis of the cost/benefit of different structuring and pricing options. This includes, but is not limited to pooled financings versus stand-alone financings, fixed rate versus variable rate bonds, insured versus uninsured bonds, callable versus non-callable bonds, and par versus premium or discount bonds.

6) Perform financial analysis on proposals for new products as they pertain to healthcare or financing programs.

7) Assist CHFFA staff with rating agency presentations or presentations to the Authority Board.

Assist CHFFA staff in the preparation of presentations for workshops and conferences.

8) Assist CHFFA when conducting a comprehensive study of fees that issuers throughout the country are paying to financial advisors, pricing advisors, bond counsels, disclosure counsel and issuer counsel services.

9) Assist CHFFA with conducting comprehensive analysis and evaluation of current or potential borrowers. Analysis may also include comparisons of other hospitals, hospital systems, or healthcare facilities throughout the state or country, and their published reports on pass-through savings or charity care levels.

10) Assist in the review and revision of CHFFA’s tax-exempt bond guidelines.

11) Assist CHFFA in creating template bond documents and identify, address and resolve common policy issues that tend to arise in bond documents from transaction to transaction.

12) The Firm(s) shall provide other related services as requested by CHFFA from time to time.

3. Term of Agreement The term of the agreement(s) will be for a two-year period with a one-year option to renew. The effective date of this contract is, either the start date or the approval date, by the Department of General Services, whichever is later. No work shall commence until the effective date.

B. Minimum Qualifications for Proposers

In preparing the proposal, please provide your firm’s response to the following requirements in the same order as listed in this RFP. Failure to meet the minimum qualification will cause your proposal to be considered unresponsive and the proposal will be disqualified.

The Firm(s) must have , at a minimum, the following qualifications and experience:

1. Firm must have an office established in the State of California.

2. Firm must be licensed to do business in the State of California.

3. Firm must have two years’ experience as a financial advisor to a statewide issuer of bonds.

4. Firm must have access to on-line financial market data and the ability to react to bond structure and pricing proposals and changes prior to and during bond pricing.

5 Firm must have knowledge and experience with tax-exempt bond structures, including fixed, variable, and auction rate securities, derivative products, swaps and forward options.

6. Firm must demonstrate the ability and have the technology to provide verifications of bond premiums and discounts, debt service calculations, true interest cost and related information on a timely basis.

7 Firm must not be a firm that provides underwriting or investment banking services.

C. Proposal Requirements and Information

1. Key Action Dates It is recognized that time is of the essence. All Proposers are hereby advised of the following schedule and will be expected to adhere to the required dates and times:

Date Action

March 15, 2016 RFP available to prospective firms.

April 19, 2016 Final Date for Proposal Submission.

Proposals must be received at the CHFFA office at 915 Capitol Mall, Room 590, Sacramento, CA 95814 By 4:00 P.M.

April 26, 2016 Evaluation and selection of firm by evaluation committee

April 27, 2016 Notice of Intent to Award

May 4, 2016 Proposed Award Date

July 1, 2016 Proposed Contract Start Date (pending DGS approval)

2. Firm Experience, Personnel and References CHFFA expects to have a close working relationship with its Financial Advisor(s) (“FA”) as evidenced by the nature of the services listed above, and requires the demonstration of a high degree of experience, training and proficiency in the conduct of the various functions performed. CHFFA expects the FA to be up-to-date with the most recent financing trends, including the ability to verify proposed debt service schedules for the lowest possible cost financing to the borrower. The FA must maintain appropriate expertise and technology at the Firms’ own expense.

a) Experience as an FA to any state or governmental issuer of tax-exempt bonds –Discuss the Firm’s overall experience for financial advisory services in the pricing and structuring of any state or governmental issuers of tax-exempt bonds, including the Firm’s experience with reviewing and assessing the security and covenant package attendant to the transactions. Discuss the Firm’s overall experience that demonstrates your ability to successfully complete the Scope of Services, Section A, Item 2.

Please provide a detailed list of all FA services by client or transaction for the past three years as an attachment.

b) Qualification of personnel/resumes – Please identify the personnel who will be providing the services required by the proposal, including years and type of experience for each person.

Experience should include number of years at current Firm as well as all prior service. CHFFA expects the Firm(s) to assure that the quality and availability of its personnel assigned to this Agreement will be maintained over the term of the Agreement. Any replacements must have substantially the same or better qualifications and experience than the original personnel.

Additionally, please include staff of subcontractors, if any.

Identify the role each staff member will serve in the contract and his/her title.

Detailed resumes must be provided for each personnel.

c) References – Please submit a list of at least three references (which CHFFA may contact) for which the Firm has provided similar financial advisory services within the last 3 years.

d) Other experience relating to Scope of Services – Firm(s) are invited to provide such other experience that demonstrates the Firm(s) experience as outlined in Section A), Item 2, Scope of Services. CHFFA will also consider the firm’s demonstrated experience in the following areas:

• Experience as an FA concerning California State or local governmental issuers of tax exempt health facility bond issues.

• Experience with the preparation and presentation of informative comparable reports including the review of proposed underwriting scales pertaining to the pricing of tax-exempt bonds for health facilities.

• Such other experience related to the Scope of Services with evidence that supports the response to this request for proposal.

3. Conflict of Interest – Dual Representation On an “as-needed” basis, the Firm(s) may be called upon to perform a wide range of services related to the bond sale and assist on special projects that may occur. Firm(s) must disclose any business relationships, which may be construed to be potential or actual conflicts of interest prior to a pending assignment. In the event CHFFA determines there is the potential for or an actual conflict of interest exists for the Primary Firm, the assignment will go to the Secondary Firm. In the event CHFFA determines there is the potential for or an actual conflict of interest exists for the Secondary Firm, the assignment will go to the Tertiary Firm. CHFFA has the sole and exclusive authority to determine if a potential or actual conflict of interest exists. In addition, CHFFA reserves the right to determine it necessary to use any or all of the Firm(s) to assist with special projects requiring financial advisory services on an as-needed basis.

The Firm(s) will have a continuing requirement to disclose any client relationship that may present an actual or potential conflict of interest at any time such may arise.

4. Cost Detail Format and Requirements Services to CHFFA would be on an as-needed basis, depending upon the volume of bond financing applications received and other requirements of CHFFA. CHFFA reserves the right to cap fees paid on individual transactions.

The blended hourly rate for professional services will be an average of the hourly rate for all professionals expected to provide services under this anticipated contract (Partner, Managing Directors, Associate, etc.), not including support services or for training of staff. The blended hourly rate will be the hourly rate your firm will be paid for professional services if awarded the contract.

Your proposal must identify lead personnel and identify all staff to be covered under “professional service” in the blended hourly rate. It is the responsibility of the firm(s) to determine the blended hourly rate, based upon the expected participation of various professionals with your firm(s).

Please provide the hourly rate for support services, briefly describing the services to be provided.

These rates should not be averaged into the professional services blended hourly rate and will be scored separately. The support service rate will be the hourly rate your firm will be paid for support services if awarded the contract.

Point Award Formula

CHFFA anticipates entering into a two-year contract with a one-year option to renew with the three highest scoring firms. The blended hourly rate and the support services hourly rate is the hourly rate the firm will be paid for services for the two-year contract and the one-year option to renew.

The following formula will be used for the award of the points for the blended hourly rate and support services:

• Lowest total fee proposal for blended hourly rate for professional services will be awarded the maximum cost points (25 points).

• Lowest total fee proposal for hourly rate for support services will be awarded the maximum cost points (5 points).

• Proposals are awarded points based on the following calculation:

(Lowest bidder’s blended hourly rate proposal/Bidder’s blended hourly rate proposal) = (factor)

Blended hourly rate points for bidder = (factor) X maximum blended hourly rate points

EXAMPLE: A maximum of 25 points is available for blended hourly rate

Lowest Bidder’s Blended Hourly Rate Proposal = $150/hr

Bidder’s Blended Hourly Rate Proposal = $200/hr

(Lowest bidder’s blended hourly rate proposal/Bidder’s blended hourly rate proposal) = $150/$200 = ¾

Blended hourly rate points awarded to bidder = ¾ x 25 =18.75 points

• The same formula will be used for the support services hourly rate with a maximum of 5 points available.

The firm must submit cost for services regarding this RFP as follows:

• Blended hourly rate for professional services = $/hr.

• Hourly rate for support services = $/hr.

Maximum hours billable for travel to CHFFA may not exceed two hours, unless prior approval is obtained. Travel, transportation and per diem expenses shall not exceed the rates payable to State employees. The firm will be compensated for hours expended by providing a detailed monthly invoice to CHFFA.

Authorized actual expenses incurred will be limited to $50.00 per transaction, including but not limited to, postage, mailing, courier, and printing/reproduction costs unless written prior approval from CHFFA is obtained. Please provide basis of estimate for these costs. (CHFFA will not reimburse the printing of or the copying of electronically received/delivered documents for contractor’s in-house use.) Actual expenses must be itemized and receipts must be attached to invoice.

5. Submission of Proposal

a) Proposals should provide straightforward and concise descriptions of the firm’s ability to satisfy the requirements of this RFP. The proposal must be complete and accurate. Omissions, inaccuracies or misstatements may be cause for rejection of a proposal.

b) The proposal package should be prepared in the least expensive method.

c) All proposals must be submitted under sealed cover and sent to CHFFA by dates and times shown in Section C, Proposal Requirements and Information, Item 1) Key Action Dates. Proposals received after this date and time will not be considered.

d) A minimum of four (4) copies of the proposal must be submitted.

e) The original proposal must be marked "ORIGINAL COPY". All documents contained in the original proposal package must have original signatures and must be signed by a person who is authorized to bind the firm. All additional proposal sets may contain photocopies of the original package.

f) The proposal envelopes must be plainly marked with the RFP number and title, the firm name and address, and must be marked with “DO NOT OPEN”, as shown in the following example:

Martha Maldonado Operations Manager

California Health Facilities Financing Authority (CHFFA) 915 Capitol Mall, Suite 590

Sacramento, CA 95814

Subject – Request for Proposals – “Financial Advisor for

Bond Sale and Related Services”

RFP #CHFFA 04-15

DO NOT OPEN

If the proposal is made under a fictitious name or business title, the actual legal name of firm must be provided. Proposals not submitted under sealed cover and marked as indicated may be rejected.

g) All proposals shall include the documents identified in Section E, Required Attachment Checklist (see page 11 & Attachment 1). Proposals not including the proper "required attachments" shall be deemed non-responsive. A non-responsive proposal is one that does not meet the minimum proposal requirements.

h) Mail or deliver proposals to the following address:

Martha Maldonado Operations Manager

California Health Facilities Financing Authority (CHFFA) 915 Capitol Mall, Suite 590 Sacramento, CA 95814

i) Proposals must be submitted for the performance of all the services described herein. Any deviation from the work specifications will not be considered and may cause a proposal to be rejected.

j) A proposal may be rejected if it is conditional or incomplete, or if it contains any alterations of form or other irregularities of any kind. CHFFA may reject any or all proposals and may waive any immaterial deviation in a proposal. CHFFA’s waiver of an immaterial deviation shall in no way modify the RFP document or excuse the proposer from full compliance with all requirements if awarded the agreement.

k) Costs for developing proposals and in anticipation of award of the agreement is entirely the responsibility of the Proposer and shall not be charged to CHFFA, or the State of California.

l) An individual who is authorized to bind the proposing firm contractually shall sign Attachment 2, Proposal/Proposer Certification Sheet. The signature must indicate the title or position that the individual holds in the firm. An unsigned proposal may be rejected.

m) A firm may modify a proposal after its submission by withdrawing its original proposal and resubmitting a new proposal prior to the proposal submission deadline as set forth in the Key Action Dates. Proposal modifications offered in any other manner, oral or written, will not be considered.

n) A firm may withdraw its proposal by submitting a written withdrawal request to CHFFA, signed by the proposer or an authorized agent in accordance with h) above. A firm may thereafter submit a new proposal prior to the proposal submission deadline. Proposals may not be withdrawn without cause subsequent to proposal submission deadline.

o) CHFFA may modify the RFP prior to the date fixed for submission of proposals by the issuance of an addendum to all parties who received a proposal package.

p) CHFFA reserves the right to reject all proposals. The agency is not required to award an agreement(s).

q) Before submitting a response to this solicitation, firms should review, correct all errors and confirm compliance with the RFP requirements.

r) Where applicable, the firm should carefully examine work sites and specifications. No additions or increases to the agreement amount will be made due to a lack of careful examination of work sites and specifications.

s) An individual, firm, partnership, corporation or association under the same or different names may not submit more than one proposal.

t) CHFFA will not accept alternate contract language from the firm. A proposal with such language will be considered a counter proposal and will be rejected. The General Terms and Conditions (GTC) are not negotiable.

u) No oral understanding or agreement shall be binding on either party.

6. Evaluation Process

a) All proposals will be reviewed by an evaluation committee. At the time of proposal opening, each proposal will be checked for the presence or absence of required information in conformance with the submission requirements of this RFP. The absence of required information will cause a proposal to be deemed non-responsive and may result in the proposal’s disqualification.

b) Proposals that contain false or misleading statements, or which provide references, which do not support an attribute or condition claimed by the proposer, may be rejected.

c) CHFFA will establish Award(s) in the following order (if any):

• Primary Contract will be awarded to the responsible Firm scoring the highest points.

• Secondary Contract will be awarded to the responsible Firm scoring the second highest points.

• Tertiary Contract will be awarded to the responsible Firm scoring the third highest points.

d) Proposal Evaluation

The proposals that meet the Minimum Qualifications in Section B, and the Proposals Requirements in Section C, Items 1-5, will be evaluated and scored according to the criteria indicated below. The selection(s) will be made by an evaluation committee of the Authority on the basis of the following weighted factors. (Maximum points available for each criteria are noted.)

1) Experience as an FA to any state or governmental issuer of tax-exempt bonds (30 points) CHFFA will evaluate the firm’s overall experience demonstrating its ability to successfully complete the requirements identified in Section A, Item 1, Introduction and Item 2, Scope of Services.

2) Qualifications of Personnel/Resumes (20 points) CHFFA will evaluate the individuals to be assigned to the contract on the basis of background and experience in related work.

3) Cost (30 points) CHFFA will score the cost proposal based upon the Cost Detail Format and Requirements, Section C, Item 4.

4) Other experience relating to Scope of Services (20 points) CHFFA will take into consideration and evaluate any additional experience identified by the proposal in response to Section C, Item 2 (d).

Maximum Total Possible Points 100 points

7. Award and Protest

a) Notice of the proposed award(s) shall be posted in a public place in the office of the California

Health Facilities Financing Authority, 915 Capitol Mall, Room 590, Sacramento, CA 95814 and on the following Internet site for five (5) working days prior to awarding the agreement(s):

http://www.treasurer.ca.gov/CHFFA.

b) If any firm, prior to the award of agreement(s), files a protest with CHFFA and the Department of General Services, Office of Legal Services, 707 Third Street, 7th Floor, Suite 7-330, West Sacramento, CA 95605, on the grounds that the (protesting) firm would have been awarded a contract had CHFFA correctly applied the evaluation standard in the RFP, or if CHFFA followed the evaluation and scoring methods in the RFP, the agreement(s) shall not be awarded until either the protest has been withdrawn or the Department of General Services has decided the matter. It is suggested that the firm submit any protest by certified or registered mail.

c) Within five (5) days after filing the initial protest, the protesting firm(s) shall file with the Department of General Services, Office of Legal Services and CHFFA a full and complete written statement specifying the grounds for the protest. It is suggested the firm submit this complete written statement by certified or registered mail.

d) Upon award of the agreement(s), the firm must complete and submit to the awarding agency the Payee Data Record (STD 204), to determine if the firm is subject to state income tax withholding pursuant to California Revenue and Taxation Code Sections 18662 and 26131. (This form is made part of the RFP as Attachment 4.) No payment shall be made unless a completed STD 204 has been returned to CHFFA.

e) Upon award of the agreement(s), and annually thereafter throughout the term of the agreement(s), the selected Firm(s) will be required to comply with the Political Reform Act and file a Statement of Economic Interest (Form 700, Fair Political Practices Commission). (This form will be provided to the awarded Firm(s) upon award of the agreement(s) and must be returned to CHFFA upon execution of the contract.)

8. Disposition of Proposals

a) Upon proposal opening, all documents submitted in response to this RFP will become the property of CHFFA and the State of California, and will be regarded as public records under the California Public Records Act (Government Code Section 6250 et seq.) and subject to review by the public.

b) Proposal packages may be returned only at the firm's expense, unless such expense is waived by

CHFFA.

9. Agreement Execution and Performance

a) Performance shall start not later than 30 days, or on the express date set by CHFFA and the selected

Firm(s), after all approvals have been obtained and the agreement(s) is fully executed. Should the Firm(s) fail to commence work at the agreed upon time, CHFFA, upon five (5) days written notice to the Firm, reserves the right to terminate the agreement. In addition, the Firm shall be liable to CHFFA for the difference between the Firm's proposal price and the actual cost of performing work by another contractor.

b) All performance under the agreement shall be completed on or before the termination date of the agreement.

D) Preference and Incentive Programs

1. Small Business or Microbusiness Preference–www.pd.dgs.ca.gov/smbus/default.htm

A five percent (5%) preference will be applied to certified small business firms submitting proposals.

To obtain the preference, firms must be certified as a small business at the time the bid is submitted.

The firm MUST include an updated copy of their Small Business Certificate to obtain the preference.

The 5% preference is issued only for computation purposes to arrive at the successful firms and does not alter the amounts of the actual bids. Once each bid has been scored, if the highest responsible firm is not a certified small business or microbusiness, 5% of the highest scoring bid is added to the total “earned” points for each bid submitted by a certified small business. These final numbers, with the 5% included, are then used to determine the highest scoring bid.

Questions regarding the small business certification or preference approval should be directed to the Office of Small Business & DVBE Services (OSDS) at (916) 375-4940 or can be found at the website listed above.

http://www.osmbpd.dgs.ca.gov/disputes

2. Non-Small Business Preference–www.pd.dgs.ca.gov/smbus/default.htm

A five percent (5%) bid preference is available to a non-small business claiming twenty-five percent (25%) California certified small business subcontractor participation. If claiming the non-small business subcontractor preference, the bid response must include a list of the small business(es) with which the firm commits to subcontract in an amount of at least 25% of the net bid price with one or more California certified small businesses. Each listed certified small business must perform a "commercially useful function" in the performance of the contract as defined in Government Code Section 14837(d)(4).

The required list of California certified small business subcontractors must be attached to the bid response and must include the following: 1) subcontractor name, 2) address, 3) phone number, 4) a description of the work to be performed and/or products supplied; and 5) the dollar amount or percentage of the net bid price (as specified in the solicitation) per subcontractor.

Firms claiming the 5% preference must commit to subcontract at least 25% of the net bid price with one or more California certified small businesses. Completed certification applications and required support documents must be submitted to the OSDS no later than 5:00 p.m. on the bid due date, and the OSDS must be able to approve the application as submitted. Questions regarding certification should be directed to the OSDS at (916) 375-4940.

The preference to a non-small business firm that commits to small business or microbusiness subcontractor participation of 25% of its net bid price shall be 5% of the highest responsive, responsible firm’s total score. A non-small business, which qualifies for this preference, may not take an award away from a certified small business.

3) Target Area Contract Preference Act (TACPA)

Preferences are available to California based companies that demonstrate and certify under penalty of perjury that a minimum percent of the total labor hours for manufactured goods, or percent of the total labor hours for services will be performed in distressed areas. The above Act also makes available additional preferences to California based bidders who certify under penalty of perjury to hire persons in targeted areas. Bidders are not required to apply for this preference, and denial of preference requests is not a basis for rejection of the bid.

For more information on this program, refer to the Preference Program Requirements Summary at the

Internet website http://www.dgs.ca.gov/pd/programs/disputeresolution.aspx . Questions may be directed to DGS Procurement Department – Preference Program Groups at (916) 375-4587.

4. California Disabled Veteran Business Enterprise (DVBE) Participation-WAIVED

E) Required Attachments

1) Required Attachments (Attachment 1) For the proposal to be considered responsive, all required attachments listed on Attachment 1 must be included with the RFP by date and time shown in Section C, Proposal Requirements and Information, Item 1, Key Action Dates. (Refer to Attachment 1, Required Attachment Check List.)

http://www.pd.dgs.ca.gov/smbus/default.htm http://www.dgs.ca.gov/pd/programs/disputeresolution.aspx

ATTACHMENT 1

CHFFA 04-15

REQUIRED ATTACHMENT CHECK LIST

A complete proposal or proposal package will consist of the items identified below. Complete this checklist to confirm the items in your proposal. Place a check mark or “X” next to each item that you are submitting to the State. For your proposal to be responsive, all required attachments must be returned.

This checklist should be returned with your proposal package also.

Attachment Attachment Name/Description

Attachment 1 Required Attachment Check List

Attachment 2 Proposal/Proposer Certification Sheet

Attachment 3 Proposer References

Attachment 4 Payee Data Record (STD 204)

Attachment 5 Contractor’s Certification Clauses (CCC-307)

Attachment 6 Small Business or Microbusiness Preference * Attachment 7 Non-Small Business Preference*

Attachment 8 Target Area Contract Preference Act (TACPA)*

Attachment 9 Darfur Contracting Act (Certification of Compliance)

*If applicable

ATTACHMENT 2

PROPOSAL/PROPOSER CERTIFICATION SHEET

This Proposal/Proposer Certification Sheet must be signed and returned along with all the "required attachments" as an entire package in duplicate with original signatures. The proposal must be transmitted in a sealed envelope in accordance with RFP instructions.

Do not return the RFP nor the "Sample Agreement" at the end of this RFP.

A. Place all required attachments behind this certification sheet.

B. The signature affixed hereon and dated certifies compliance with all the requirements of this proposal document. The signature below authorizes the verification of this certification.

An Unsigned Proposal/Proposer Certification Sheet May Be Cause For Rejection

1. Company Name 2. Telephone Number 2a. Fax Number

3. Address

Indicate your organization type:

4. Sole Proprietorship 5. Partnership 6. Corporation

Indicate the applicable employee and/or corporation number:

7. Federal Employee ID No. (FEIN) 8. California Corporation No.

9. Indicate applicable license and/or certification information:

10. Proposer’s Name (Print) 11. Title

12. Signature 13. Date

14. Are you certified with the Department of General Services, Office of Small Business Certification and Resources (OSBCR) as:

a. California Small Business Yes No

If yes, enter certification number:

b. Disabled Veteran Business Enterprise Yes No

If yes, enter your service code below:

NOTE: A copy of your Certification is required to be included if either of the above items is checked “Yes”.

Date application was submitted to OSBCR, if an application is pending:

Completion Instructions for Proposal/Proposer Certification Sheet

Complete the numbered items on the Proposal/Proposer Certification Sheet by following the instructions below.

Item Numbers

Instructions

1, 2, 2a, 3

Must be completed. These items are self-explanatory.

Check if your firm is a sole proprietorship. A sole proprietorship is a form of business in which one person owns all the assets of the business in contrast to a partnership and corporation. The sole proprietor is solely liable for all the debts of the business.

Check if your firm is a partnership. A partnership is a voluntary agreement between two or more competent persons to place their money, effects, labor, and skill, or some or all of them in lawful commerce or business, with the understanding that there shall be a proportional sharing of the profits and losses between them. An association of two or more persons to carry on, as co-owners, a business for profit.

Check if your firm is a corporation. A corporation is an artificial person or legal entity created by or under the authority of the laws of a state or nation, composed, in some rare instances, of a single person and his successors, being the incumbents of a particular office, but ordinarily consisting of an association of numerous individuals.

Enter your federal employee tax identification number.

Enter your corporation number assigned by the California Secretary of State’s Office. This information is used for checking if a corporation is in good standing and qualified to conduct business in California.

Complete, if applicable, by indicating the type of license and/or certification that your firm possesses and that is required for the type of services being procured.

10, 11, 12, 13

Must be completed. These items are self-explanatory.

If certified as a California Small Business, place a check in the "yes" box, and enter your certification number on the line. If certified as a Disabled Veterans Business Enterprise, place a check in the "Yes" box and enter your service code on the line. If you are not certified to one or both, place a check in the "No" box. If your certification is pending, enter the date your application was submitted to OSBCR.

ATTACHMENT 3

PROPOSER REFERENCES

Submission of this attachment is mandatory. Failure to complete and return this attachment with your proposal will cause your proposal to be rejected and deemed nonresponsive.

List below three references for financial advisory services performed within the last three years, which are similar to the scope of work to be performed in this contract.

REFERENCE 1

Name of Firm Street Address City State Zip Code Contact Person Telephone Number Dates of Service Value or Cost of Service Brief Description of Service Provided

REFERENCE 2

Street Address City State Zip Code Contact Person Telephone Number

REFERENCE 3

Street Address City State Zip Code Contact Person Telephone Number afong Typewritten Text kwaddell Typewritten Text Attachment 4

CHFFA 04-15

kwaddell

ATTACHMENT 5 CHFFA 04-15

CCC-307

CERTIFICATION

I, the official named below, CERTIFY UNDER PENALTY OF PERJURY that I am duly authorized to legally bind the prospective Contractor to the clause(s) listed below. This certification is made under the laws of the State of California.

Contractor/Bidder Firm Name (Printed)

Federal ID Number

By (Authorized Signature)

Printed Name and Title of Person Signing

Date Executed Executed in the County of

CONTRACTOR CERTIFICATION CLAUSES

1. STATEMENT OF COMPLIANCE: Contractor has, unless exempted, complied with the nondiscrimination program requirements. (Gov. Code §12990 (a-f) and CCR, Title 2, Section 8103) (Not applicable to public entities.)

2. DRUG-FREE WORKPLACE REQUIREMENTS: Contractor will comply with the requirements of the Drug-Free Workplace Act of 1990 and will provide a drug-free workplace by taking the following actions:

a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations.

b. Establish a Drug-Free Awareness Program to inform employees about:

1) the dangers of drug abuse in the workplace;

2) the person's or organization's policy of maintaining a drug-free workplace;

3) any available counseling, rehabilitation and employee assistance programs; and,

4) penalties that may be imposed upon employees for drug abuse violations.

c. Every employee who works on the proposed Agreement will:

1) receive a copy of the company's drug-free workplace policy statement; and,

2) agree to abide by the terms of the company's statement as a condition of employment on the Agreement.

Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both and Contractor may be ineligible for award of any future State agreements if the department determines that any of the following has occurred: the Contractor has made false certification, or violated the certification by failing to carry out the requirements as noted above. (Gov. Code §8350 et seq.)

3. NATIONAL LABOR RELATIONS BOARD CERTIFICATION: Contractor certifies that no more than one (1) final unappealable finding of contempt of court by a Federal court has been issued against Contractor within the immediately preceding two-year period because of Contractor's failure to comply with an order of a Federal court, which orders Contractor to comply with an order of the National Labor Relations Board. (Pub.

Contract Code §10296) (Not applicable to public entities.)

4. CONTRACTS FOR LEGAL SERVICES $50,000 OR MORE- PRO BONO

REQUIREMENT: Contractor hereby certifies that contractor will comply with the requirements of Section 6072 of the Business and Professions Code, effective January 1, 2003.

Contractor agrees to make a good faith effort to provide a minimum number of hours of pro bono legal services during each year of the contract equal to the lessor of 30 multiplied by the number of full time attorneys in the firm’s offices in the State, with the number of hours prorated on an actual day basis for any contract period of less than a full year or 10% of its contract with the State.

Failure to make a good faith effort may be cause for non-renewal of a state contract for legal services, and may be taken into account when determining the award of future contracts with the State for legal services.

5. EXPATRIATE CORPORATIONS: Contractor hereby declares that it is not an expatriate corporation or subsidiary of an expatriate corporation within the meaning of Public Contract Code Section 10286 and 10286.1, and is eligible to contract with the State of California.

6. SWEATFREE CODE OF CONDUCT:

a. All Contractors contracting for the procurement or laundering of apparel, garments or corresponding accessories, or the procurement of equipment, materials, or supplies, other than procurement related to a public works contract, declare under penalty of perjury that no apparel, garments or corresponding accessories, equipment, materials, or supplies furnished to the state pursuant to the contract have been laundered or produced in whole or in part by sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor, or with the benefit of sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor. The contractor further declares under penalty of perjury that they adhere to the Sweatfree Code of Conduct as set forth on the California Department of Industrial Relations website located at www.dir.ca.gov, and Public Contract Code Section 6108.

b. The contractor agrees to cooperate fully in providing reasonable access to the contractor’s records, documents, agents or employees, or premises if reasonably required by authorized officials of the contracting agency, the Department of Industrial Relations, or the Department of Justice to determine the contractor’s compliance with the requirements under paragraph (a).

7. DOMESTIC PARTNERS: For contracts over $100,000 executed or amended after January 1, 2007, the contractor certifies that contractor is in compliance with Public Contract Code section 10295.3.

http://www.dir.ca.gov/

DOING BUSINESS WITH THE STATE OF CALIFORNIA

The following laws apply to persons or entities doing business with the State of California.

1. CONFLICT OF INTEREST: Contractor needs to be aware of the following provisions regarding current or former state employees. If Contractor has any questions on the status of any person rendering services or involved with the Agreement, the awarding agency must be contacted immediately for clarification.

Current State Employees (Pub. Contract Code §10410):

1). No officer or employee shall engage in any employment, activity or enterprise from which the officer or employee receives compensation or has a financial interest and which is sponsored or funded by any state agency, unless the employment, activity or enterprise is required as a condition of regular state employment.

2). No officer or employee shall contract on his or her own behalf as an independent contractor with any state agency to provide goods or services.

Former State Employees (Pub. Contract Code §10411):

1). For the two-year period from the date he or she left state employment, no former state officer or employee may enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements or any part of the decision-making process relevant to the contract while employed in any capacity by any state agency.

2). For the twelve-month period from the date he or she left state employment, no former state officer or employee may enter into a contract with any state agency if he or she was employed by that state agency in a policy-making position in the same general subject area as the proposed contract within the 12-month period prior to his or her leaving state service.

If Contractor violates any provisions of above paragraphs, such action by Contractor shall render this Agreement void. (Pub. Contract Code §10420)

Members of boards and commissions are exempt from this section if they do not receive payment other than payment of each meeting of the board or commission, payment for preparatory time and payment for per diem. (Pub. Contract Code §10430 (e))

2. LABOR CODE/WORKERS' COMPENSATION: Contractor needs to be aware of the provisions which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions, and Contractor affirms to comply with such provisions before commencing the performance of the work of this Agreement. (Labor Code Section 3700)

3. AMERICANS WITH DISABILITIES ACT: Contractor assures the State that it complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42 U.S.C. 12101 et seq.)

4. CONTRACTOR NAME CHANGE: An amendment is required to change the Contractor's name as listed on this Agreement. Upon receipt of legal documentation of the name change the State will process the amendment. Payment of invoices presented with a new name cannot be paid prior to approval of said amendment.

5. CORPORATE QUALIFICATIONS TO DO BUSINESS IN CALIFORNIA:

a. When agreements are to be performed in the state by corporations, the contracting agencies will be verifying that the contractor is currently qualified to do business in California in order to ensure that all obligations due to the state are fulfilled.

b. "Doing business" is defined in R&TC Section 23101 as actively engaging in any transaction for the purpose of financial or pecuniary gain or profit. Although there are some statutory exceptions to taxation, rarely will a corporate contractor performing within the state not be subject to the franchise tax.

c. Both domestic and foreign corporations (those…