Formal Request for Proposals

Title of RFP: Bond Counsel Services for the Iowa Finance Authority Single Family and Multifamily Bond Programs

Agency: Iowa Finance Authority (“IFA” or “Authority”)

State Seeks to Purchase: Iowa Finance Authority seeks to solicit proposals from qualified law firms to serve as bond counsel for the Authority’s Single Family and Multifamily Bond Programs.

Initial Term of the Contract: Up to 4 years Possible Extensions: 2 one-year extensions (max = 6 total years)

Anticipated Contract Term – Beginning: October 1, 2026 Ending: September 30, 2030

State Issuing Officer: Lisa Connell

Email: lisa.connell@iowaeda.com

Address: 1963 Bell Ave, Suite 200, Des Moines, IA 50315

Procurement Timetable – Event or Action: Date/Time (Central Time Zone):

State Posts Notice of RFP on TSB website: July 27, 2026

State Issues RFP: July 29, 2026

Questions Due: August 19, 2026 / 4:00 PM

Authority Response to Questions on or before August 24, 2026 / 4:00 PM

Proposals Due Date: August 28, 2026 / 4:00 PM

Anticipated Date to issue Notice of Intent to Award: September 18, 2026

Anticipated Date to execute contract: On or around October 1, 2026

Addenda to this RFP will be posted in the Iowa Management of Procurement and Contracts System (IMPACS)

Proposals and Questions Required to be Submitted in IMPACS.

Firm Proposal Terms – Per Section 3.4.8 of the RFP, the minimum Number of Days following the deadline for submitting proposals that the Contractor guarantees all proposal terms, including price, will remain firm:

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TABLE OF CONTENTS

1. INTRODUCTION

2. SPECIFICATIONS – SCOPE OF WORK AND DELIVERABLES

3. FORM AND CONTENT OF PROPOSALS

4. EVALUATION AND SELECTION

5. ADMINISTRATIVE INFORMATION

6. CONTRACTUAL TERMS AND CONDITIONS

Attachment 1 – Certification Letter Attachment 2 – Authorization to Release Information Letter Attachment 3 – Cost Proposal

SECTION 1: INTRODUCTION

1.1. Purpose

The purpose of this Request for Proposals (RFP) is to solicit proposals from Responsible Contractors to provide the services to the Authority identified on the RFP cover sheet and further described in Section 2 of the RFP. The Authority intends to award a Contract(s) beginning on the date listed on the RFP cover sheet. At the discretion of the Authority, the Contract may be extended for up to the number of extensions identified on the RFP cover sheet. More than one contract may be awarded under this RFP.

1.2. Definitions

For the purposes of this RFP and the resulting contract, the following terms shall mean:

1.2.1. “Authority” or “IFA” means the Iowa Finance Authority and any other governmental body that purchases from the Contract. Pursuant to Iowa law, the Treasurer of the State of Iowa, in consultation with the Iowa Finance Authority, selects the professional service providers necessary to support the Authority’s bond financing activities through a competitive procurement process. References to the “Authority” in connection with the procurement and selection of professional service providers include the Treasurer.

1.2.2. “Proposal” means the Contractor’s proposal submitted in response to the RFP.

1.2.3. “Contract” means the contract(s) entered into with the successful Contractor(s) as described in Section 6.1 of the RFP.

1.2.4. “Contractor” or “Bidder” means a vendor submitting Proposals in response to the

RFP.

1.2.5. “Responsible Contractor” means a Contractor that has the capability in all respects to perform the requirements of the Contract. In determining whether a Contractor is a Responsible Contractor, the Authority will consider various factors including, but not limited to, the Contractor’s competence and qualifications to provide the goods or services requested, the Contractor’s integrity and reliability, the past performance of the Contractor and the best interest of the Authority and the State.

1.2.6. “Responsive Proposal” means a Proposal that complies with the material provisions of the RFP.

1.2.7. “RFP” means this Request for Proposals and any attachments, exhibits, schedules or addenda hereto.

1.2.8. “State” means the State of Iowa, the Authority, and all state agencies, boards, and commissions, and any political subdivisions making purchases from the Contract as permitted by the RFP.

1.3. Overview of the RFP Process

Contractors will be required to submit their Proposals electronically in IMPACS. It is the Authority’s intention to evaluate Proposals from all Responsible Contractors that submit timely Responsive Proposals and award the Contract(s) in accordance with Section 4 of the RFP, Evaluation and Selection.

1.4. Background Information

This RFP is designed to provide Contractors with the information necessary for the preparation of competitive Proposals. The RFP process is for the Authority’s benefit and is intended to provide the Authority with competitive information to assist in the selection process. It is not intended to be comprehensive. Each Contractor is responsible for determining all factors necessary for submission of a comprehensive Proposal.

Iowa Finance Authority

The core focus of the Iowa Finance Authority (“IFA” or “Authority”) is to make affordable financing possible for home and community. IFA administers several state and federal programs that are designed to enhance the quality of life across Iowa communities. For more information about IFA and its programs, visit IFA’s website at opportunityiowa.gov.

Single Family Bond Program

The Authority administers two single family homeownership programs – FirstHome and Homes for Iowans (together, the “Programs”) – which provide affordable, fixed-rate mortgages to eligible homebuyers.

• FirstHome: Targeted at first-time homebuyers and eligible for funding via tax-exempt bond proceeds.

• Homes for Iowans: Available to both first-time and repeat homebuyers.

To make homeownership more accessible, the Authority currently offers two down payment and closing cost assistance (DPA) options that can be paired with the Programs:

• Plus “Grant”: A $2,500 grant available exclusively with the FirstHome program for government-insured and Freddie Mac (FHLMC) loans.

• 2nd Loan: A deferred second-lien mortgage providing up to 5% of the home’s sale price or appraised value (whichever is lower). No monthly payments are required, and repayment is deferred until the home is sold, refinanced, or the first mortgage is paid in full.

To fund the Programs, the Authority periodically issues bonds to provide funds to a trustee.

On behalf of the Authority, the trustee purchases mortgage-backed GNMA, FNMA, and FHLMC securities, each of which is backed by pools of underlying mortgage loans. These mortgage loans are originated by participating financial institutions for qualified individuals financing the purchase of single family residential housing within the State of Iowa, all in accordance with agreements executed by the Authority, the trustee, the servicer, and the lenders.

Bonds are issued pursuant Iowa Code chapter 16, the Single Family Mortgage Bond Resolution adopted on July 10, 1991 or the Single Family Mortgage Revenue Bond Resolution adopted on November 29, 2009, as amended and supplemented, and a series resolution adopted by the Authority in connection with each series of bonds.

https://opportunityiowa.gov/about/iowa-finance-authority

The Authority typically issues four series of bonds each calendar year to fund the Programs.

Depending on program growth, it is anticipated that each issue will range from $100-$125 million. The Authority may employ a variety of financing structures as deemed necessary, including tax-exempt and taxable new money bonds, refunding bonds, fixed and variable-rate bonds, interest rate caps, and interest rate swap agreements.

Multifamily Bond Program

In addition, the Authority may issue multifamily bonds from time to time under its multifamily program. Multifamily bonds may be issued under the Multifamily Housing Bonds Master Indenture of Trust adopted on June 15, 2005, as amended and supplemented.

For more information about Iowa Finance Authority or its housing programs, including the Authority’s 2025 audited financial statements, please visit opportunityiowa.gov.

SECTION 2: SPECIFICATIONS – SCOPE OF WORK AND DELIVERABLES

2.1 Overview

The successful Contractor shall provide the services to the Authority and other agencies using the Contract in accordance with the specifications as provided in this Section.

2.2 Proposed Scope of Work and Deliverables

Deliverables listed are the minimum expected from the Contractor. Additional information and deliverables based on Contractor’s experience with similar projects are encouraged.

2.2.1 General Representation and Firm Qualifications

Bond Counsel will serve as the primary legal advisor to the Authority regarding state and federal law, tax matters, and securities regulations associated with the Authority's debt issuance. The selected firm must:

2.2.1.1 Be a law firm with a national reputation, experienced in municipal bond financing, with specific expertise in housing finance.

2.2.1.2 Possess in-depth knowledge of securities law requirements with respect to municipal bond offerings.

2.2.1.3 Have a working knowledge of the Authority's mortgage finance bond programs (both Single Family and Multifamily).

2.2.2 Legal Opinions and Federal Tax Matters

Bond Counsel gives assurance to investors, rating agencies, and the Authority regarding the validity and tax status of the Authority’s bonds. Bond Counsel will:

2.2.2.1 Issue standard legal opinions rendering that the bonds are valid and legally enforceable obligations of the Authority.

2.2.2.2 Render formal legal opinions regarding the state and federal tax-exempt status of the bond issues.

https://opportunityiowa.gov/about/iowa-finance-authority

2.2.2.3 Provide ongoing legal advice on complex federal tax matters, including but not limited to arbitrage rebate compliance, universal cap rules, and the integration or superintegration of tax plans.

2.2.3 Document Preparation, Review, and Transaction Support

Bond Counsel is responsible for drafting, reviewing, and finalizing the legal documentation required to structure, sell, and issue the Authority’s bonds.

2.2.3.1 Primary Drafting Responsibilities: Draft, review, and/or assist in the preparation of all bond and program documents, including Trust Indentures, supplemental indentures, continuing disclosure agreements, and other foundational transaction documents.

2.2.3.2 Review of Third-Party Documents: Review documents prepared by financial advisors, program partners, and other finance team members to ensure legal consistency and statutory compliance.

2.2.3.3 Coordination with Underwriter's Counsel (Note on Allocation of Duties):

While Bond Counsel ensures the legality of the overall transaction, Underwriter's Counsel typically assumes primary responsibility for drafting certain offering and purchase documents, such as the Official Statement and the Bond Purchase Agreement. Bond Counsel will work collaboratively in a support and review capacity on these specific documents to ensure legal accuracy, material disclosure compliance, and alignment with the overarching bond structure.

2.2.4 Programmatic Matters

Duties include, but are not limited to:

2.2.4.1 Providing advice and review of the terms and structure of new bonds, standby bond purchase agreements, derivative structures (e.g., swaps), and other matters related to the Authority’s programs.

2.2.4.2 Providing ongoing assistance, interpretation, and legal advice with respect to the Authority's outstanding bond issues.

2.2.4.3 Assisting with Multifamily programmatic structures, including line of credit agreements and funding loan agreements.

2.2.4.4 Assisting with Single Family programmatic issues, including advising on servicing agreements, warehouse agreements, and IRS rules relating to qualified mortgage loans.

2.2.5 Board Support, Governance, and Continuing Disclosure

The firm will support the Authority's Board of Directors in fulfilling its legal and fiduciary requirements by:

2.2.5.1 Preparing authorizing resolutions, bond resolutions, and supporting materials required for the Board to initiate, approve, and finalize each financing.

2.2.5.2 Assisting the Authority in developing and maintaining best practices and policies related to continuing disclosure requirements.

2.2.5.3 Providing specialized training to the Authority's Board – not less than once every two years – on the financial reporting and material event disclosure requirements of federal securities laws.

2.2.6 Legislative, Regulatory, and Audit Representation

2.2.6.1 Assist with formulating responses to periodic audits, inquiries, or examinations by the Internal Revenue Service (IRS) or the Securities and Exchange Commission (SEC) related to tax-exempt bond issues.

2.2.6.2 Advise and represent the Authority in court or during any administrative procedures on matters relating to compliance with federal or state rules as they arise in the context of bond issues.

2.2.6.3 Provide proactive guidance on potential or actual state and federal legislation, programs, or regulations that may impact the Authority, its bond programs, or the revenues pledged to bondholders.

2.2.6.4 Draft and review legislation relevant to the Authority's bond issues, and seek any necessary legal opinions, IRS private letter rulings, or other documentation from the federal government.

2.2.6.5 Assist the Authority in resolving complex issues or disputes regarding its bonds raised by bondholders, rating agencies, or other interested parties.

2.2.7 Closing Administration and Transcript Compilation

Bond Counsel will manage the closing process by:

2.2.7.1 Coordinating all legal closing requirements with the underwriting syndicate, trustees, and the Authority.

2.2.7.2 Preparing all necessary closing certificates, signature documents, and final legal opinions.

2.2.7.3 Compiling, indexing, and distributing all executed documents into a comprehensive final bound transcript (digital preferred) for the Authority's future reference.

SECTION 3: FORM AND CONTENT OF PROPOSALS

3.1 Instructions

These instructions prescribe the format and content of the Proposal. They are designed to facilitate a uniform review process. Failure to adhere to the Proposal format may result in the rejection of the Proposal.

3.1.1 The Proposal shall be submitted timely in IMPACS. Proposals submitted by other means will be rejected by the Authority.

3.1.2 The Authority shall not be responsible for misdirected messages or premature opening of Proposals if a Proposal is not properly submitted.

3.1.3 If the Contractor designates any information in its Proposal as confidential pursuant to Section 5 of the RFP, the Contractor must also submit one (1) copy of the Proposal from which confidential information has been excised as provided in Section 5 and which is marked “Public Copy”.

3.1.4 Proposals shall not contain promotional or display materials.

3.1.5 Attachments and exhibits shall be referenced in the Proposal.

3.1.6 If a Contractor proposes more than one solution to the RFP requirements, each shall be labeled and submitted separately, and each will be evaluated separately.

3.2 Transmittal Letter (required)

An individual authorized to legally bind the Contractor shall sign the transmittal letter. The letter shall include the Contractor’s mailing address, e-mail address, and telephone number. Any request for confidential treatment of information shall be included in the transmittal letter in accordance with the provisions of Section 5 of the RFP.

3.3 Table of Contents

The Contractor shall include a table of contents of its Proposal.

3.4 Technical Proposal

The following sections and responses shall be included in the Technical Proposal in the order given below:

3.4.1 Executive Summary

The Contractor shall prepare an executive summary, including all the following information:

3.4.1.1 Statements that demonstrate that the Contractor has read, understands and agrees with the terms and conditions of the RFP including the contract provisions in Section 6.

3.4.1.2 A summary of the Contractor’s key strengths and qualifications to serve as bond counsel to the Authority.

3.4.1.3 An overview of the services offered by the Contractor to accomplish the scope of work and deliverables in Section 2 of the RFP.

3.4.1.4 Any other summary information the Contractor deems to be pertinent.

3.4.2 Specifications

3.4.2.1 The Contractor shall state whether or not it will comply with each requirement in Section 2 of the RFP. Where the context requires more than a yes or no answer or the specific requirement so indicates, explain how the Contractor will comply with the requirement. Merely repeating the Section 2 requirements may be considered non-responsive and result in the rejection of the Proposal. Proposals must identify any deviations from the requirements of the RFP or requirements the Contractor cannot satisfy. If the Contractor deviates from or cannot satisfy the requirement(s) of this section, the Authority may reject the Proposal.

3.4.3 Vendor Background Information

The Contractor shall provide the following general background information:

3.4.3.1 Name, address, telephone number, and e-mail address of the Contractor including all d/b/a’s or assumed names or other operating names of the Contractor and any local addresses and phone numbers.

3.4.3.2 Form of business entity, i.e., corporation, partnership, proprietorship, limited liability company.

3.4.3.3 State of incorporation, state of formation, or state of organization.

3.4.3.4 Total number of years in business and the number of years of experience providing the types of services sought by the RFP.

3.4.3.5 Name, address and telephone number of the Contractor’s representative regarding all contractual and technical matters concerning the Proposal.

3.4.3.6 Provide a summary of the legal background and office location of the attorneys who will be assigned to this engagement. Please indicate who will serve as the primary point of contact.

3.4.3.7 Contractor shall attest they are not a prohibited company as defined in Iowa Code section 12K.1.

3.4.4 Experience with Similar Engagements

3.4.4.1 Describe your firm’s housing finance agency (HFA) experience with single family and multifamily bond transactions since 2023, including the number of transactions, dollar volume, role(s) served, offering type (public or private), and tax status (tax-exempt or taxable).

A table summarizing this information may be included as an exhibit to the Proposal.

3.4.4.2 Contact information for at least three (3) clients knowledgeable of the Contractor’s performance in providing services like those described in Section 2 of the RFP.

3.4.5 Professional Liability (Malpractice) Insurance

3.4.5.1 Provide information regarding the Contractor’s professional liability (malpractice) insurance covering errors, omissions, negligence, or other professional acts. Include policy information, including carrier, coverage limits, deductible amounts, and the policy expiration date. The Contractor must also disclose any pending claims, disputes, or litigation related to prior bond counsel opinions, if applicable.

3.4.6 Termination, Litigation, Debarment

The Contractor must provide the following information for the past five (5) years:

3.4.6.1 Has the Contractor had a contract for services terminated for any reason? If so, provide full details regarding the termination.

3.4.6.2 Describe any damages or penalties assessed against or dispute resolution settlements entered into by Contractor under any existing or past contracts for services. Provide full details regarding the circumstances, including dollar amount of damages, penalties and settlement payments.

3.4.6.3 Describe any order, judgment or decree of any Federal or State authority barring, suspending or otherwise limiting the right of the Contractor to engage in any business, practice or activity.

3.4.6.4 A list and summary of all litigation or threatened litigation, administrative or regulatory proceedings, or similar matters to which the Contractor or its officers have been a party.

3.4.6.5 Any irregularities discovered in any of the accounts maintained by the Contractor on behalf of others. Describe the circumstances and disposition of the irregularities.

Failure to disclose these matters may result in rejection of the Proposal or termination of any subsequent Contract. The above disclosures are a continuing requirement of the Contractor. Contractor shall provide written notification to the Authority of any such matter commencing or occurring after submission of a Proposal, and with respect to the successful Contractor, following execution of the Contract.

3.4.7 Acceptance of Terms and Conditions

The Contractor shall state whether it accepts all terms and conditions of the RFP. If the Contractor objects to any term or condition, it must identify the specific RFP page and section number and provide the reason for the objection. Any objection or response that materially modifies the RFP will be deemed non-responsive and result in rejection of the Proposal.

3.4.8 Firm Proposal Terms

The Contractor shall guarantee in writing the services offered in the Proposal are currently available and that all Proposal terms, including proposed costs in Attachment #3 – Cost Proposal, will remain firm for 120 days following the deadline for submitting Proposals.

3.4.9 Certification Letter

The Contractor shall sign and submit with the Proposal the document included as Attachment #1 – Certification Letter in which the Contractor shall make the certifications included in Attachment #1.

3.4.10 Authorization to Release Information

The Contractor shall sign and submit with the Proposal the document included as Attachment #2 – Authorization to Release Information Letter in which the Contractor authorizes the release of information to the Authority.

3.5 RFP Questions

3.5.1 Describe how your firm proactively monitors and alerts clients to pending federal legislation, SEC disclosure rule changes, or IRS rulings? Provide at least one (1) recent example of a regulatory change where your firm initiated strategic advice to a client before the change took effect.

3.5.2 Describe at least one (1) recent, highly complex federal tax issue (e.g., universal cap management, bond cross-calls, bond recycling, or superintegration) that your firm resolved for a state HFA. Walk through your approach and the ultimate outcome.

3.5.3 The Authority may utilize interest rate caps, swaps, and other financing structures as necessary. Describe your firm's experience and capabilities with swap agreements, forward purchase agreements, and other derivative structures.

Discuss specific federal tax or legal risks the Authority should be mindful of when evaluating derivative structures.

3.5.4 Describe your firm's experience representing municipal issuers in IRS examinations or SEC enforcement actions within the last five (5) years. Without violating client confidentiality, describe the nature of a recent inquiry your firm handled for an issuer and how it was successfully resolved.

3.5.5 Private Activity Bond volume cap is a critical and finite resource for the Authority.

Describe your firm's experience and strategic approach to advising HFAs on managing their volume cap. Specifically, address your expertise with carryforward elections, establishing volume cap recycling programs for multifamily projects, and other innovative strategies to preserve cap.

3.6 Cost Proposal

The Contractor shall provide its cost proposal separately for the proposed services in the manner described in Attachment #3 – Cost Proposal.

SECTION 4: EVALUATION AND SELECTION

4.1 Introduction

This section describes the evaluation process that will be used to determine which Proposal(s) provide(s) the greatest benefit to the State. The Authority will not necessarily award the Contract(s) to the Contractor(s) offering the lowest cost to the Authority. Instead, the Authority will award the Contract(s) whose Responsive Proposal(s) the Authority believes will provide the best value to the State. The Authority will either choose to award one contract for all scope of work and deliverables described in Section 2 or choose to award multiple contracts, whichever the Authority determines is in the best interests of the Authority. The Authority reserves the right to reject all proposals and choose not to issue an award(s).

4.2 Evaluation Committee

The Authority intends to conduct a comprehensive, fair, and impartial evaluation of all Responsive Proposals. An Evaluation Committee will review the Proposals and provide a recommendation to the Treasurer for final approval.

4.3 Overview of Evaluation

All Technical Proposals will be first evaluated to determine if they comply with the requirements in Section 3. The Evaluation Committee will fully evaluate all Responsive Proposals submitted by Responsible Contractors in accordance with this Section.

4.4 Evaluation Criteria

The Evaluation Committee will review all proposals based on the criteria below:

4.4.1 Technical Proposal (35%)

The Contractor will be evaluated on their apparent knowledge of federal laws governing the issuance of bonds by state and municipal entities, demonstrated ability to enhance and expand the effectiveness of the Authority as described in the RFP, and performance on current and prior engagements of similar scope and complexity with clients similar to the Authority.

4.4.2 Responses to RFP Questions (35%)

The Contractor will be evaluated on the overall quality, clarity, and thoughtfulness of its responses to the RFP questions. Consideration will be given to how effectively the responses address the questions and demonstrate the firm's qualifications and understanding of the Authority's needs.

4.4.3 Cost Proposal (30%)

The Contractor’s Cost Proposal will be evaluated in comparison with the fee proposals submitted by other respondents. Cost will be one factor in the evaluation process; however, the Authority is not required to select the lowest-cost proposal.

SECTION 5: ADMINISTRATIVE INFORMATION

5.1 Issuing Officer

The Issuing Officer identified in the RFP cover sheet is the sole point of contact regarding the RFP from the date of issuance until a Notice of Intent to Award the Contract is issued.

5.2 Restriction on Communication

From the issue date of this RFP until a Notice of Intent to Award the Contract is issued, Contractors will contact only the Issuing Officer. The Issuing Officer will respond only to written questions regarding the procurement process. Questions related to the interpretation of this RFP must be submitted as provided in Section 5. Oral questions related to the interpretation of this RFP will not be accepted. Contractors may be disqualified if they contact any State employee other than the Issuing Officer about the RFP except that Contractors may contact Kym Stevenson at 515.348.6193 or tsbcert@iowaeda.com on issues related to the preference for Targeted Small Businesses.

5.3 Downloading the RFP from the Internet

The RFP and any addenda to the RFP will be posted in IMPACS. The Contractor is advised to check periodically for Addenda to this RFP, particularly if the Contractor downloaded the RFP from the Internet as the Contractor may not automatically receive addenda. It is the Contractor's sole responsibility to check as frequently as the Contractor deems prudent for addenda to posted documents.

5.4 Procurement Timetable

The dates provided in the procurement timetable on the RFP cover sheet are provided for informational and planning purposes. The Authority reserves the right to change the dates. If the Authority changes any of the deadlines for Contractor submissions, the Authority will issue an addendum to the RFP.

5.5 Questions, Requests for Clarification, and Suggested Changes

Contractors are invited to submit written questions and requests for clarifications regarding the RFP in IMPACS. Contractors may also submit suggestions for changes to the requirements of this RFP. The questions, requests for clarifications, or suggestions must be in writing and received by the Issuing Officer before the date and time listed on the RFP cover sheet. Oral questions will not be permitted. If the questions, requests for clarifications, or suggestions pertain to a specific section of the RFP, Contractor shall reference the page and section number(s). The Authority will provide written responses in IMPACS to questions, requests for clarifications, or suggestions will be received from Contractors on or before the date listed on the RFP cover sheet. The Authority’s written responses will become an addendum to the RFP. If the Authority decides to adopt a suggestion that modifies the RFP, the Authority will issue an addendum to the RFP.

The Authority assumes no responsibility for oral representations made by its officers or employees unless such representations are confirmed in writing and incorporated into the RFP through an addendum.

5.6 Amendment to the RFP

The Authority reserves the right to amend the RFP at any time using an addendum. The Contractor shall acknowledge receipt of all addenda in its Proposal. If the Authority issues an addendum after the due date for receipt of Proposals, the Authority may, in its sole discretion, allow Contractors to amend their Proposals in response to the addendum.

5.7 Amendment and Withdrawal of Proposal

The Contractor may amend or withdraw and resubmit its Proposal at any time before the Proposals are due. The amendment must be in writing and signed by the Contractor. The amendment must be submitted in IMPACS and received by the time set for the receipt of Proposals. Contractors must notify the Issuing Officer in writing prior to the due date for Proposals if they wish to completely withdraw their Proposals.

5.8 Submission of Proposals

The Authority must receive the Proposal as identified on the RFP cover sheet before the “Proposals Due” date listed on the RFP cover sheet. This is a mandatory requirement and will not be waived by the Authority. Any Proposal received after this deadline will be rejected. It is the Contractor’s responsibility to ensure that the Proposal is received prior to the deadline. The Authority has no obligation to confirm receipt.

Contractors must furnish all information necessary to enable the Authority to evaluate the Proposal. Proposals that fail to meet the mandatory requirements of the RFP will be rejected.

Oral information provided by the Contractor shall not be considered part of the Contractor's Proposal unless it is reduced to writing.

5.9 Proposal Opening

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The Authority will open Proposals after the deadline for submission of Proposals has passed.

The Proposals will remain confidential until the Evaluation Committee has reviewed all the Proposals submitted in response to this RFP and the Authority has issued a Notice of Intent to Award a Contract. See Iowa Code Section 72.3. However, the names of Contractors who submitted timely Proposals will be publicly available after the Proposal opening. The announcement of Contractors who timely submitted Proposals does not mean that an individual Proposal has been deemed technically compliant or accepted for evaluation.

5.10 Costs of Preparing the Proposal

The costs of preparation and delivery of the Proposal are solely the responsibility of the Contractor.

5.11 No Commitment to Contract

The Authority reserves the right to reject any or all Proposals received in response to this RFP at any time prior to the execution of the Contract. Issuance of this RFP in no way constitutes a commitment by the Authority to award a contract.

5.12 Rejection of Proposals

The Authority may reject outright and not evaluate a Proposal for reasons including without limitation:

5.12.1 The Authority determines there is no longer a need to procure the services.

5.12.2 The Contractor fails to deliver the cost proposal as a separate document.

5.12.3 The Contractor acknowledges that a mandatory requirement of the RFP cannot be met.

5.12.4 The Contractor's Proposal changes a material requirement of the RFP or the Proposal is not compliant with the mandatory requirements of the RFP.

5.12.5 The Contractor’s Proposal limits the rights of the Authority.

5.12.6 The Contractor fails to include information necessary to substantiate that it will be able to meet a requirement of the RFP.

5.12.7 The Contractor fails to timely respond to the Authority's request for information, documents, or references.

5.12.8 The Contractor fails to include any signature, certification, authorization, stipulation, disclosure or guarantee as described in Section 3 of this RFP.

5.12.9 The Contractor presents the information requested by this RFP in a format inconsistent with the instructions of the RFP or otherwise fails to comply with the requirements of this RFP.

5.12.10 The Contractor initiates unauthorized contact regarding the RFP with state employees.

5.12.11 The Contractor provides misleading or inaccurate responses.

5.12.12 The Contractor’s Proposal is materially unbalanced.

5.12.13 There is insufficient evidence (including evidence submitted by the Contractor and evidence obtained by the Authority from other sources) to satisfy the Authority that the Contractor is a Responsible Contractor.

5.12.14 The Contractor alters the language in Attachment #1 Certification Letter, or Attachment #2 Authorization to Release Information letter.

5.13 Nonmaterial Variances

The Authority reserves the right to waive or permit cure of nonmaterial variances in the Proposal if, in the judgment of the Authority, it is in the State’s best interest to do so.

Nonmaterial variances include but are not limited to: minor failures to comply that do not affect overall responsiveness, that are merely a matter of form or format, that do not change the relative standing or otherwise prejudice other Contractors, that do not change the meaning or scope of the RFP, or that do not reflect a material change in the requirements of the RFP. In the event the Authority waives or permits cure of nonmaterial variances, such waiver or cure will not modify the RFP requirements or excuse the Contractor from full compliance with RFP specifications or other Contract requirements if the Contractor is awarded the Contract. The determination of materiality is in the sole discretion of the Authority.

5.14 Reference Checks

The Authority reserves the right to contact any reference to assist in the evaluation of the Proposal, to verify information contained in the Proposal and to discuss the Contractor’s qualifications and the qualifications of any subcontractor identified in the Proposal.

5.15 Information from Other Sources

The Authority reserves the right to obtain and consider information from other sources concerning a Contractor, such as the Contractor’s capability and performance under other contracts, the qualifications of any subcontractor identified in the Proposal, the Contractor’s financial stability, past or pending litigation, and other publicly available information.

5.16 Verification of Proposal Contents

The content of a Proposal submitted by a Contractor is subject to verification. If the Authority determines in its sole discretion that the content is in any way misleading or inaccurate, the Authority may reject the Proposal.

5.17 Proposal Clarification Process

The Authority reserves the right to contact a Contractor after the submission of Proposals to obtain clarification of a Proposal. This contact may include written questions, interviews, site visits, a review of past performance if the Contractor has provided services to the State or any other political subdivision wherever located, or requests for corrective pages in the Contractor’s Proposal. The Authority will not consider information received from or through Contractor if the information materially alters the content of the Proposal or the type of services the Contractor is offering to the Authority. An individual authorized to legally bind the Contractor shall sign responses to any request for clarification. Responses shall be submitted to the Authority within the time specified in the Authority's request. Failure to comply with requests for additional information may result in rejection of the Proposal.

5.18 Disposition of Proposals

All Proposals become the property of the State and shall not be returned to the Contractor.

Once the Authority issues a Notice of Intent to Award the Contract, the contents of all Proposals will be in the public domain and be available for inspection by interested parties, except for information for which Contractor properly requests confidential treatment or according to exceptions provided in Iowa Code Chapter 22 or other applicable law.

5.19 Public Records and Requests for Confidential Treatment

The Authority will treat all information submitted by a Contractor as public records unless the Contractor properly requests that specific parts of the Proposal be treated as confidential at the time of submitting the Proposal AND the information is confidential under Iowa or other applicable law. The Authority’s release of public records is governed by Iowa Code Chapter 22. Contractors are encouraged to familiarize themselves with Chapter 22 before submitting a Proposal. The Authority will copy and produce public records as required to comply with Chapter 22 or other applicable law.

Any request for confidential treatment of specific information must be included in the transmittal letter with the Contractor’s Proposal. For each confidentiality request, the Contractor must (1) enumerate the specific grounds in Iowa Code chapter 22 or other applicable law that supports treatment of the material as confidential, (2) provides adequate justification as to why the material should be maintained in confidence, (3) explains why disclosure of the material would not be in the best interest of the public, and (4) sets forth the name, address, telephone, and e-mail for the person authorized by applicant to respond to inquiries by the Authority concerning the confidential status of such material. An applicant’s request for confidentiality that does not comply with this section or an applicant’s request for confidentiality on information or material that cannot be held in confidence as set forth herein are grounds for rejecting a Proposal as non-responsive.

Any Proposal submitted which contains information for which Contractor is requesting Confidential treatment must be conspicuously marked by the Contractor as containing confidential information, and each page upon which confidential information appears must be conspicuously marked as containing confidential information. Failure to properly identify specific information as confidential shall relieve the Authority or State personnel from any responsibility if confidential information is viewed by the public or a competitor, or is in any way released. If Contractor identifies its entire Proposal as confidential, the Authority will reject the Proposal as non-responsive.

If the Contractor designates any portion of its Proposal as confidential, the Contractor must submit a copy labeled as “Public Copy” from which the confidential information has been excised. This excised copy is in addition to the number of copies requested in Section 3 of this RFP. The confidential material must be excised in such a way as to allow the public to determine the general nature of the material removed and to retain as much of the Proposal as possible.

If the Authority receives a request for information that includes information Contractor has marked as confidential and the Authority intends to release such information, the Authority will give written notice to the Contractor at least seven calendar days prior to the release of the information to allow the Contractor to seek injunctive relief pursuant to Iowa Code Section 22.8. After seven calendar days, the Authority will release the information marked confidential unless a court of competent jurisdiction determines the information is confidential under Iowa Code Chapter 22 or other applicable law.

If Contractor fails to comply with the request process set forth herein, if Contractor’s request for confidentiality is unreasonable, or if Contractor rescinds its request for confidential treatment, the Authority may release such information or material with or without providing advance notice to Contractor and with or without affording Contractor the opportunity to obtain an order restraining its release from a court possessing competent jurisdiction.

The Contractor’s failure to request confidential treatment of material will be deemed a waiver of any right to confidentiality the Contractor may have had.

5.20 Copyright Permission

By submitting a Proposal, the Contractor agrees that the Authority can copy the Proposal for purposes of facilitating the evaluation of the Proposal or responding to requests for public records. By submitting a Proposal, the Contractor consents to such copying and warrants that such copying will not violate the rights of any third party. The Authority shall have the right to use ideas or adaptations of ideas that are presented in Proposals.

5.21 Release of Claims

By submitting a Proposal, the Contractor agrees that it will not bring any claim or cause of action against the Authority based on any misunderstanding concerning the information provided in the RFP or concerning the Authority’s failure, negligent or otherwise, to provide the Contractor with pertinent information in this RFP.

5.22 Evaluation of Proposals Submitted

Proposals that are timely submitted and are not rejected will be reviewed in accordance with Section 4 of the RFP. The Authority will not necessarily award a contract resulting from this RFP to the Contractor offering the lowest cost. Instead, the Authority will award the Contract(s) to the Responsible Contractor(s) whose Responsive Proposal the Authority believes will provide the best value to the Authority and the State.

5.23 Award Notice and Acceptance Period

Notice of Intent to Award the Contract(s) will be sent to all Contractors submitting a timely Proposal and may be posted at the website shown on the RFP cover sheet. Negotiation and execution of the Contract(s) shall be completed no later than thirty (30) days from the date of the Notice of Intent to Award or such other time as designated by the Authority. If the successful Contractor fails to negotiate and deliver an executed Contract by that date, the Authority, in its sole discretion, may cancel the award and award the Contract to the remaining Contractor the Authority believes will provide the best value to the State.

5.24 No Contract Rights until Execution

No Contractor shall acquire any legal or equitable rights regarding the Contract unless and until the Contract has been fully executed by the successful Contractor and the Authority.

5.25 Choice of Law and Forum

This RFP and the Contract shall be governed by the laws of the State of Iowa. Changes in applicable laws and rules may affect the award process or the Contract. Contractors are responsible for ascertaining pertinent legal requirements and restrictions. Any and all litigation or actions commenced in connection with this RFP shall be brought in the appropriate Iowa forum.

5.26 Restrictions on Gifts and Activities

Iowa Code Chapter 68B restricts gifts which may be given or received by State employees and requires certain individuals to disclose information concerning their activities with State government. Contractors are responsible to determine the applicability of this Chapter 68B to their activities and to comply with its requirements. In addition, pursuant to Iowa Code section 722.1, it is a felony offense to bribe or attempt to bribe a public official.

5.27 Restrictions on Use of Moneys

Pursuant to Iowa Code section 19.2, the Authority shall not expend any moneys appropriated by the general assembly or any other moneys derived from bequests, charges, deposits, donations, endowments, fees, grants, gifts, income, receipts, tuition, or any other source to establish, sustain, support, or staff a diversity, equity, and inclusion office, or to contract, employ, engage, or hire an individual to serve as a diversity, equity, and inclusion officer.

Contractor may be required to certify compliance with this restriction.

5.28 No Minimum Guaranteed

The Authority does not guarantee any minimum level of purchases under the Contract.

SECTION 6: CONTRACTUAL TERMS AND CONDITIONS

6.1 Contract Terms and Conditions

The Contract that the Authority expects to award as a result of this RFP shall comprise the specifications, terms and conditions of the RFP, written clarifications or changes made in accordance with the provisions of the RFP, the contract terms and conditions contained in the standard state of Iowa contract for services, the offer of the successful Contractor contained in its Proposal, and any other terms deemed necessary by the Authority. No objection or amendment by a Contractor to the provisions or terms and conditions of the RFP shall be incorporated into the Contract unless the Authority has explicitly accepted the Contractor’s objection or amendment in writing. All costs associated with complying with these requirements shall be included in any pricing quoted by the Contractor.

By submitting a Proposal, each Contractor acknowledges its acceptance of the RFP specifications and the contract terms and conditions without change except as otherwise expressly stated in its Proposal. If a Contractor takes exception to a provision, it must state the reason for the exception and set forth in its Proposal the specific RFP or contract language it proposes to include in place of the provision. Exceptions that materially change the contract terms and conditions or the requirements of the RFP may be deemed non-responsive by the Authority, in its sole discretion, resulting in possible rejection of the Proposal. The Authority reserves the right to either award a Contract(s) without further negotiation with the successful Contractor or to negotiate Contract terms with the successful Contractor if the best interests of the State would be served.

6.2 Contract Length

The term of the Contract will begin and end on the dates indicated on the RFP cover sheet or as otherwise negotiated by the Authority and the selected contractor. The Authority shall have the sole option to renew the Contract upon the same or more favorable terms and conditions for up to the number of extensions identified on the RFP cover sheet. The Authority reserves the right to adjust begin and end dates if, in the judgment of the Authority, it is in the State’s best interest to do so.

6.3 Insurance

The Authority reserves the right to require the winning Contractor(s) to secure professional liability coverage, general liability, standard liability business rider, personal injury, property damage coverage and any necessary workers’ compensation and employer liability insurance, as required by Iowa law with no additional cost to the state beyond Contractor’s original bid. The State of Iowa and the Authority shall be named as additional insureds or loss payees, or the Contractor shall obtain an endorsement to the same effect, as applicable. The Authority may require the winning vendor to provide a copy of the insurance certificate to the Authority.

6.4 Terms

The Authority shall use a services contract for services procured under this RFP. The Contractor shall be expected to execute that contract upon award of the contract. A template of a services contract is available upon request. The Authority reserves the right to diverge from the template as it deems appropriate.

6.5 Funding

All federal and state terms and conditions as applicable to the source of funds shall apply.

Attachment # 1 – Certification Letter

Except [brackets] or blanks, alterations to this document are prohibited. See Section 5.12.14.

[Date]

Lisa Connell, Issuing Officer Iowa Finance Authority 1963 Bell Ave, Suite 200 Des Moines, IA 50315

Re: Bond Counsel Services for the Iowa Finance Authority Single Family and Multifamily Bond

Programs

Dear Lisa Connell:

I certify that the contents of the Proposal submitted on behalf of [Name of Contractor] _______________________________ (Contractor) in response to the Iowa Finance Authority (Authority) for Request for Proposal for Bond Counsel Services for the Iowa Finance Authority Single Family and Multifamily Bond Programs are true and accurate. I also certify that Contractor has not knowingly made any false statements in its Proposal.

Certification of Independence

I certify that I am a representative of Contractor expressly authorized to make the following certifications on behalf of Contractor. By submitting a Proposal in response to the RFP, I certify on behalf of the Contractor the following:

1. The Proposal has been developed independently, without consultation, communication or agreement with any employee or consultant to the Authority or with any person serving as a member of the evaluation committee.

2. The Proposal has been developed independently, without consultation, communication or agreement with any other contractor or parties for the purpose of restricting competition.

3. Unless otherwise required by law, the information found in the Proposal has not been and will not be knowingly disclosed, directly or indirectly prior to the Authority’s issuance of the Notice of Intent to Award the contract.

4. No attempt has been made or will be made by Contractor to induce any other contractor to submit or not to submit a Proposal for the purpose of restricting competition.

5. No relationship exists or will exist during the contract period between Contractor and the Authority or any other state agency that interferes with fair competition or constitutes a conflict of interest.

Certification Regarding Debarment

6. I certify that, to the best of my knowledge, neither Contractor nor any of its principals: (a) are presently or have been debarred, suspended,…