City and County of San Francisco. Request for Proposals for Airport Financial Advisory Services RFP#8993. San Francisco International Airport

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1 City and County of San Francisco Request for Proposals for Airport Financial Advisory Services RFP#8993 San Francisco International Airport CONTACT: KEVIN KONE, SCHEDULE* Proposal Phase Date RFP Issued Pre-Proposal conference call (10am PST) Deadline for submission of written questions or requests for clarification (by 12pm PST) Proposals due (by 3pm PST) Oral interview with firms selected for further consideration TBD Notification of contract award *Each date subject to change. Check website for latest schedule. QUESTIONS AND COMMUNICATIONS Questions must be in writing and received before 12pm PST on January 29, No questions will be accepted after this time with the exception of City vendor compliance or San Francisco Human Rights Commission requirement questions. A summary of questions and answers pertaining to this RFP will be posted on the City s Contract Administration website at under Consultants and Professional Services. Firms are specifically directed NOT to contact any employees or officials of the City or Airport other than those specifically designated in this RFP and its Attachments. Unauthorized contact may be cause for a proposal to be rejected at the Airport s sole and absolute discretion. AIR-590 (11-07) January 21, 2010

2 Request for Proposals for Airport Financial Advisory Services Table of Contents Page I. Introduction and Schedule... 1 II. Scope of Work... 2 III. Submission Requirements... 4 IV. Format and Contact of Proposals... 5 V. Evaluation and Selection Criteria VI. Pre-Proposal Conference and Contract Award VII. Terms and Conditions for Receipt of Proposals VIII. City and Airport Contract Requirements IX. Protest Procedures Appendices: A. San Francisco Human Rights Commission Forms A-1 B. Standard City Contracting Forms B-1 C. City Contracting Provisions to be included in all Contracts with the Airport Commission of the City and County of San Francisco C-1 AIR-590 (11-07) January 21, 2010

3 A. Background I. Introduction San Francisco International Airport (the Airport) is the principal commercial service airport for the San Francisco Bay Area. Among airports in the United States, the Airport ranks 10th in terms of passengers and 14th in terms of air cargo tonnage. It is a major domestic origin and destination point and is a major domestic hub and Pacific gateway for United Airlines. The Airport is operated by the San Francisco Airport Commission (Commission) as a separate enterprise department of the City and County of San Francisco (the City). Since Fiscal Year 2004, the Airport has issued approximately $2.02 billion in senior lien general airport revenue refunding bonds and $485.8 million in new money infrastructure bonds. As of January 19, 2010, the Airport has $4.38 billion of general airport revenue bonds and $128.7 million of commercial paper outstanding. The Airport s interest rate swap portfolio has a total notional amount of $585.4 million. The Airport recently completed the financing of the Terminal 2 renovation program, various utility upgrades, and sustainability projects outlined in the Airport s Five-Year Capital Plan. The Airport expects to issue additional bonds from time to time to finance additional facility improvements and/or refinance the Airport s existing bonds. B. Intent of this Request for Proposals (RFP) Through this Request for Proposals (RFP), the Commission is initiating a competitive selection process to select and award contracts to one or more firms to provide general financial advisory services relating to the Airport s new and/or outstanding debt obligations. In addition, the Commission is seeking proposals for specialized swap advisory, investment advisory and arbitrage rebate calculation services. Proposals from joint ventures are permitted. It is the intent of the Commission to award contract(s) to qualified firms on an as-needed basis for a contract term of up to five years. There is no guarantee of a minimum amount of work or compensation. The Commission will negotiate the scope of services, budget, deliverables and timeline for each contract that it decides to pursue. The Commission will reserve the right to terminate the contract during the contract term at its discretion. The primary role of all firms selected will be to help craft and implement cost effective and financially sound financing plans for the Airport. Robust market intelligence, demonstrated knowledge of relevant tax laws and rulings related to governmental use and private activity bonds, strong quantitative modeling skills, and proven experience executing complex financing and refunding transactions for large-hub airports and/or other tax-exempt issuers are critical. Selected firms must be cognizant of the City s administrative requirements for approval and issuance of any securities, including relevant Commission and Board of Supervisor actions. The Commission encourages responses from Local Business Enterprises or LBEs as certified by the San Francisco Human Rights Commission (HRC). An LBE subcontracting requirement AIR-590 (11-07) 1 of 22 January 21, 2010

4 of 5% has been established for certain contracts awarded under this RFP for work specifically identified (below) as general advisory services. For work identified as specialized swap advisory, investment advisory or arbitrage rebate calculation advisory services, this subcontracting goal has been waived, although LBE firms may submit proposals for these services, if applicable. Proposals that do not meet the 5% LBE participation threshold for general advisory services set forth under San Francisco Administrative Code Chapter 14B.8 will be rejected as nonresponsive unless the HRC determines that the respondent diligently undertook all the good faith efforts required by this ordinance. Subcontracting goals can only be met with HRC-certified LBEs located in San Francisco. Information about the LBE subcontracting requirement and the Chapter 14.B ordinance is found in Appendix A. All respondents are encouraged to review the Airport s recent Series 2009E Official Statement for information about the Airport, its lease and use agreement, financial structure and financial statements, previous debt issues and current capital program. The Series 2009E Official Statement as well as other financial information can be found on the Airport s website at II. Scope of Work This scope of work is a general guide to the services that the Commission expects to be performed and is not a complete listing of all services that may be required. The Commission is soliciting proposals for a range of financial advisory services supporting the Commission s capital financings and debt management program, as well as specialized swap advisory, investment advisory and tax advisory and arbitrage rebate calculation work. The particular services requested are detailed below by functional area. Firms may submit proposals for more than one functional area, if applicable. General financial advisory services include, but are not limited to, the following: Provide advice and comprehensive recommendations relating to the issuance of bonds and the Airport s financing program; Identify strategies on an ongoing basis appropriate to enhance the Airport s overall financial and strategic position, and the impact of any anticipated transactions on the Airport s current and projected rates and charges; With respect to all bond financings, assist in the sizing and structuring of the bond sale, formulate relevant forecasts, quantitative models and judgments, couponing and maturity schedules, provide a comparable sales analysis, and present alternative financing strategies as needed; Arrange calls/meetings with bond underwriters, institutional investors, rating agencies, financial publications, credit/liquidity enhancers and other market participants, and prepare relevant presentation materials; AIR-590 (11-07) 2 of 22 January 21, 2010

5 Work with bond/tax counsel in advance of the offering of any securities to ensure acceptance of the financing structure and the ability of bond counsel to deliver an unqualified opinion and tax certificate; Assist in the preparation and review of legal documents in coordination with underwriter s counsel and other relevant parties, including offering documents, bond disclosure, principal agreements and closing documents associated with any bond financings or other transactions; Manage any competitive bond sales, evaluate underwriters bids and proposals submitted for Commission bonds and set syndicate policies and closing procedures (if negotiated), and determine any other matters which may assist the Airport in obtaining the lowest practical interest cost; At the completion of each transaction, summarize the transaction describing any unique financing feature and other characteristics of the transaction; Prepare an annual comprehensive plan of finance that considers the Airport s outstanding debt portfolio, future capital needs, the Airport s credit/liquidity agreements, key financial and legal covenants as defined in the Airport s Master Bond Resolution and lease and use agreements, the ongoing conditions of the capital markets, the general economy, airline and airport sectors, and constraints imposed upon the Airport by virtue of the Commission s Debt, Swap, Credit and Investment Policies; Provide the Airport with an analysis of the benefit of any relevant financial products, such as swaps and interest rate caps. Assist in negotiation, bidding and structuring of any related master agreements and terms; Monitor the Airport s existing swap portfolio, prepare mark-to-market and termination analyses, develop reporting materials that comply with the terms of the Airport s Swap Policy, and prepare documentation that adheres to the GASB 53 accounting requirements; Present the Airport with an analysis of the benefit of any credit enhancement, such as bond insurance, lines of credit, letters of credit, and liquidity facilities. Assist in procuring any such credit/liquidity enhancement and negotiating appropriate fees and terms; Provide quarterly program audits and daily oversight of the Airport s commercial paper program, assess its role in the Airport s overall capital financing strategy; Issue requests for proposals, bids, or qualifications from trustee banks, feasibility consultants, verification agents and other specialized service providers relating to the Airport s bonds, as needed; Assist in the analysis of a bond program secured by and/or payable from Passenger Facility Charges; Provide continuing updates and advise on proposed state or federal legislation that may have an impact on the Airport and its financial plans and/or refunding opportunities; Assist in training and recruitment of Airport finance staff, and any other assistance to Airport staff related to the capital program and/or financial activities; AIR-590 (11-07) 3 of 22 January 21, 2010

6 Specialized swap advisory services (may be performed in tandem with services listed above): Provide continual monitoring and tracking of the swap market and ongoing swap management; Develop swap counterparty diversification strategies and credit risk management strategies; Guide negotiation of swap documentation and pricing. Specialized investment advisory services (may be performed in tandem with services listed above): Advise the Airport on investment strategies for bond proceeds, escrow structuring, debt service and debt service reserve funds and any other moneys related to a financing; Manage the bidding process for investments and structured investment products, as needed, and negotiate final terms and conditions on the Airport s behalf. Specialized tax advisory and arbitrage rebate calculation services (may be performed in tandem with services listed above): Provide the Airport with arbitrage rebate services that comply with Treasury regulations; Present techniques to minimize rebate liability. Respondents may submit proposals for any or all of the above referenced services. Please submit a single proposal for all services proposed. III. Submission Requirements A. Time and Place for Submission of Proposals Proposals and all related materials must be received by 3:00 p.m. on Thursday, February 18, Postmarks will not be considered in judging the timeliness of submissions. Responses submitted by or fax will not be accepted. Late submissions will not be considered, including those submitted late due to mail or delivery service failure. Proposals delivered in person may be left with: Kevin Kone Assistant Deputy Airport Director San Francisco International Airport Terminal 2, 5 th Floor, Capital Finance San Francisco, CA Proposals delivered by mail (or FedEx) may be sent to: Kevin Kone Assistant Deputy Airport Director San Francisco International Airport Capital Finance P.O. Box 8097 San Francisco, CA AIR-590 (11-07) 4 of 22 January 21, 2010

7 B. Response Package Respondents shall submit one (1) original bound, seven (7) copies of the proposal, and one (1) electronic copy on CD to the above location clearly marked Financial Advisory Services. Respondents must also submit two (2) separate sets of required HRC Forms in a sealed envelope and one (1) fee proposal in a sealed envelope to the above location. Proposals that are submitted by fax or will not be accepted. Late submissions will not be considered. C. Format The Proposal must be limited to no more than ten pages (8.5 x 11) plus the Prior Project Descriptions (up to three pages each), a 1-Page Fee proposal, and other required Attachments (eg. the HRC forms provided in this RFP and resumes). Proposals must be written in a minimum eleven (11) point font and one-inch margins. Responses may be deemed non-responsive and up to ten (10) points may be deducted for page limit, font or margin violations. Respondents may submit proposals for multiple services. Please be clear in your proposal if your firm is exclusively submitting for certain services and not others, and which firm is a prime or subcontractor, if applicable. A single proposal must be provided for the team or the joint venture. Respondents submitting proposals for more than one service may submit a single proposal that covers all of the proposed services, however, proposals must address the following topics, in the order listed below. All parts, pages, figures, and tables should be numbered and clearly labeled. IV. Format and Content of Proposals Respondents must address the following topics, in the order listed. Please adhere to the 10 page limit, excluding the Prior Project Descriptions and 1-Page Fee Proposal. 1. Introduction and Executive Summary Submit a letter of introduction and executive summary of the proposal. The letter must be signed by a person authorized by your firm to obligate your firm to perform the commitments contained in the proposal. Submission of the letter will constitute a representation by your firm that your firm is willing and able to perform the commitments contained in the proposal. 2. Statement of Minimum Qualifications Describe how the firm meets the following minimum qualifications as detailed in Section V. Evaluation and Selection Criteria, B. Minimum Qualifications, including applicable licensing and registrations. Any proposal that does not demonstrate that the Respondent meets these minimum requirements by the deadline for submittal of proposals will be considered non-responsive and will not be eligible for further evaluation or scoring. AIR-590 (11-07) 5 of 22 January 21, 2010

8 3. Staff Qualifications Describe the staffing structure proposed for services under this RFP, including detailed narrative information on the proposed project roles, responsibilities, qualifications and educational background of project principals and key staff members, including Local Business Enterprise subcontractor staff. a. Identify the person who would have overall responsibility for the services covered by the RFP (including attending working meetings with the Airport), and his or her authority to make decisions on behalf of the firm; b. Summarize the proposed project leader s background and expertise. Please provide specific examples where the proposed project leader was able to solve problems of a financial, administrative or political nature that demonstrate the individual s capabilities, as well as relevance to the Commission; c. Identify the backup person(s) who would be assigned in the absence of the primary representative, and other key personnel who would perform specialized services, including financial modeling, preparation of bond sizings and other related quantitative solutions. Please provide specific examples of past experiences that demonstrate the capabilities of proposed staff, as well as relevance for the Commission; d. Detail the primary LBE subcontracting personnel, if applicable; e. Include a proposed staff organizational chart; f. Provide a brief resume for each person, proposed project role and responsibilities, listing specific experience in the areas covered by the RFP; and g. Provide an estimate of the amount of time that each person would devote to this engagement. Please note that in evaluating these proposals, significant weight will be placed on the key professional staff providing services to the Airport. Consequently, no substitution of personnel will be permitted without the approval of the Airport. 4. Statement of Firm and/or Team Qualifications Provide an overview of the type of municipal financial advisory services your firm/joint venture provides (financing and debt structuring, credit expertise, research, investment advisory, swap advisory, tax diligence, etc.) and the services and activities that your firm proposes to provide to the Commission. Identify the Prime Respondent, and present a brief description of the primary responding firm, and/or of each of the firms in a joint venture, and all subcontractors, including: a. Each firm s ownership, organizational structure and capital position; AIR-590 (11-07) 6 of 22 January 21, 2010

9 b. Each firm s principal place of business and location of other offices; c. How long each firm has provided municipal financial advisory services; and d. The percentage of the firm s revenues that are derived from financial advisory services, underwriting and other financial services. Detail what office would serve as the lead office for this engagement. List its primary functions and the size and composition of its staff. 5. Project Approach Describe the services and activities that your firm/joint venture proposes to provide to the Commission. Include the following information: a. Overall scope of work tasks; b. Schedule and ability to complete the project within the Commission s required time frame; c. Assignment of work within the proposed work team. 6. Prior Project Descriptions (up to 3 pages each, does not count towards total limit) Respondents must include Prior Project Descriptions for a minimum of two (2) and a maximum of three (3) municipal financial projects demonstrating pertinent experience with the services described in the RFP, Section II, Scope of Work. Projects submitted must have been completed within the last five (5) years of the date of this RFP. Inclusion of airport and/or California-based projects is not mandatory, but is likely be viewed by the Evaluation Team as most relevant. If any proposed subcontractor was not part of the project team for the above referenced projects, respondents must also submit at least one Prior Project Description for each proposed subcontractor demonstrating successful completion of a minimum of one (1) project similar in size and scope to that proposed to the Commission within the last five (5) years of the date of this RFP. For each Prior Project Description, please adhere to the following format: a. List (preferably in table format): i. The Project Name and/or Client and Location ii. The Project s Timeline, Lead Advisors (Firm Name, and Individuals) iii. Fee and Number of Hours b. Project Background. Include key background information regarding the Client and/or Program, as applicable. What were the project goals and desired outcomes? If different, what were the goals and desired outcomes of your services? AIR-590 (11-07) 7 of 22 January 21, 2010

10 c. Project Approach. How did you approach the project? What methodologies were used, and how did those address the project goals? Describe any challenges your team faced, including strategies you used to address them; d. Project Staffing. Identify each key person on the project team with titles and roles and hourly rate (if not fixed fee), including all subcontractors. Include brief narrative descriptions of the responsibilities each person had on the project; and e. Project Outcomes. What, if any, measurable service deliverables or outcomes can be attributed to your services? How did you add value to the client? Examples include but are not limited to the amount of cost savings as a result of services provided, legislative or policy changes, organizational changes, or other measurable indicators of successful implementation of findings from your services. 7. Airport Experience Provide a description of the firm/team s relevant experience with U.S. airports during the last five years, and the name and phone number of a contact person at each of the airports with whom your firm has worked. Include a table identifying the relevant financings, indicating whether they were competitive or negotiated sales, and identifying your firm s role (financial advisor, senior manager, comanager). Please highlight whether your firm has experience with the issuance of debt backed by Passenger Facility Charge revenues, Federal Aviation Administration Airport Improvement Program grants, or Transportation Security Administration funding. 8. California Tax-Exempt Experience Provide a brief description of the firm/team s relevant experience with California tax-exempt issuers, with an emphasis on revenue bond issuers, during the last five years. 9. Other Tax-Exempt Experience Provide a brief description of the firm/team s relevant experience with other comparable taxexempt issuers, with an emphasis on revenue bond issuers, during the last five years. 10. Conflicts of Interest and Litigation Describe any actual or potential conflicts of interest with the City and/or Commission, or any arrangements or relationships, formal or informal, that any firm/team or any of the personnel listed in the proposal has with any party that might interfere with the respondents ability to provide independent and objective advice and recommendations to the Commission in performing as municipal financial advisor. If none, state None. AIR-590 (11-07) 8 of 22 January 21, 2010

11 Describe any litigation, administrative proceeding, or investigations (actual or pending, or which has occurred in the last seven years) in which the firm/team, or any personnel with the firm, is involved or to which it is subject, or of which the Commission should be aware in evaluating the proposal. If none, state None. Provide a list of your clients where the contractual relationship was not completed and was severed for reasons other than convenience. A brief description of why the relationship was severed and the name of the client s project manager are also required. If none, state None. 11. References Provide the name, title, address and telephone number for three to five clients (preferably other airports and/or public agencies) for whom the key personnel assigned to this engagement have performed services similar to those required under this RFP. 12. Fee Proposal (up to 1 page, does not count towards total page limit) SUBMIT RESPONSE TO THIS ITEM IN A SEPARATE ENVELOPE WITH THE ORIGINAL BOUND PROPOSAL ONLY, NOT WITH ANY OF THE COPIES. Provide an estimate of your fees and hours for five successive years, based on the scale of effort you envision for the financial advisory role described in this RFP, and the scope of services you are proposing to provide. Your estimate should assume that you are compensated based on a combination of one or more of the following: a. An annual retainer that will compensate the firm/joint venture for all general and/or routine advisory services during the contract year, (eg. variable debt rate and interest rate swap tracking and monitoring, commercial paper program support and guidance, drafting comprehensive Plan of Finance, administrative and technical support) as well as financial advisory services on the completion of one airport financing per contract year to be included in this retainer; b. Compensation on an hourly basis up to a maximum amount to be negotiated, for all bond and swap transaction-specific services that are not covered under the annual retainer. Services for tax compliance oversight, special financing fees, and investment advisory services may also be compensated on an hourly basis. Please list the hourly billing rates for each employee that you anticipate being involved in any of the Commission s financings. Invoices for the above services will not be offset against the retainer; c. Fixed transaction fees contingent on the closing of the transaction. For the purposes of this RFP, respondents should assume that during the five-year period from 2010 to 2015, the Airport will: o Issue approximately $400 million in new money general airport revenue bonds, which could include the use of double-barreled bonds that are supported by general airport revenues and Passenger Facility Charge revenues; AIR-590 (11-07) 9 of 22 January 21, 2010

12 o Issue an additional $200 - $300 million of variable rate bonds and remarket $300 million of revenue notes/put bonds; o Continue to utilize a $200 million commercial paper program; o Manage a $500 - $600 million derivative product (swap) program; o Analyze opportunities to issue refunding bonds for savings or to remarket bonds currently held in trust; and o Seek additional liquidity and credit support for its variable rate debt and commercial paper programs. The assumptions about the size of each program are subject to change, and are intended solely to provide respondents with a framework for developing your fee proposals. Please provide the fee proposal [2 copies] in a sealed envelope that includes the following: a. Total fee for each of the disciplines identified in the Scope of Work with a notto- exceed figure; and b. Hourly rates for all team members. Hourly rates and itemized costs may be used to negotiate changes in the Scope of Work if necessary. Please note that the Airport will not be bound to accept any fee proposal. The Commission s objective is to implement a fee structure that provides incentives for high quality, value-added services, at a fair and competitive price. The fees for the selected firms may be negotiated. The Commission may award contract(s) to one or more firms that it considers will provide the best overall program services. The Commission reserves the right to accept proposals other than the lowest priced proposal for any specific service and to reject any proposals that are not responsive to this request. V. Evaluation and Selection Criteria All proposals responsive to the submittal requirements which meet the minimum qualifications will be evaluated by an Evaluation Team. The final evaluations of the team shall constitute recommendations to the Airport Director, who shall present his recommendations to the Commission for approval. This section describes the guidelines to be used for analyzing and evaluating Proposals submitted. Proposals will be evaluated in accordance with the criteria set forth below. The Commission reserves the right to evaluate additional criteria it deems appropriate, whether or not such factors have been stated in this section. A. Evaluation Team City and Commission representatives will serve as the Evaluation Team responsible for evaluating proposals. Specifically, the team will be comprised of individuals with a background AIR-590 (11-07) 10 of 22 January 21, 2010

13 in municipal finance. The team will be responsible for the evaluation and rating of the responses, for pre-qualification, for conducting reference checks, and for interviews, if desired by the Commission. B. Minimum Qualifications The Minimum Qualifications are to be used by the Commission to determine whether the Respondent and the proposed staff have had experience on projects comparable to the services the Commission is requesting. Any response that does not demonstrate that the Respondent meets these minimum qualifications by the response deadline will be considered non-responsive and will not be evaluated or eligible for consideration. The Respondent must certify that all requirements have been met and all forms and Attachments as applicable have been submitted. At the time of response to this RFP, the Prime Respondent and subcontractors, if any, meet the following criteria: a. The Prime Respondent has submitted Prior Project Descriptions for a minimum of two (2) and a maximum of three (3) municipal financial projects demonstrating pertinent experience with the services described in the RFP, Section II, Scope of Work, for projects undertaken within the last five (5) years of the date of this RFP. b. Each subcontractor has submitted at least one Prior Project Description for one (1) project similar in size and scope to that proposed to the Commission within the last five (5) years of the date of this RFP; c. The lead staff proposed to be assigned to the Commission each individually have had a similar role in at least one of the Prior Project Descriptions submitted for the Prime Respondent or subcontractor (if applicable). d. The Prime Respondent and each subcontractor has submitted a certification statement that it holds all licenses and registrations required by applicable federal and state laws for businesses offering financial advisory services and that all such required licenses and registrations are current and in good standing. C. Evaluation Criteria (100 points) The Commission intends to evaluate the proposals generally in accordance with the criteria itemized below. Based on the results of the evaluation process, the Commission may elect to interview several firms with the highest scoring proposals to make the final selection. 1. Qualifications of Assigned Staff (25 points) a. Clarity and appropriateness of proposed staffing structure; b. Experience, educational background and qualifications of proposed personnel; AIR-590 (11-07) 11 of 22 January 21, 2010

14 c. Demonstrated ability to solve problems, articulate ideas, and formulate innovative plans; d. Availability to Airport staff on short notice; and e. References for key personnel with overall responsibility for the Airport s financings under this RFP. 2. Firm Qualifications (15 points) a. Ability of the firm as demonstrated through its ownership, organizational structure and capital position to effectively provide the services requested. b. Expertise of the proposing firm/joint venture (and all sub-consultants) in the fields necessary to complete the tasks; c. Relevance of actual or potential conflicts of interest with the City/ Commission, if any; d. Materiality of litigation, administrative proceedings, or investigations which the firm, or any personnel within the firm, is involved or to which it is subject, if any; and e. Relevance of contractual relationships that were not completed or were severed for reasons other than convenience, if any. 3. Ability to Meet the Needs of the Airport (40 points) a. Demonstrated aptitude to address the financing issues likely to face the Airport during the next two to five years; b. Quality and relevance of Prior Project Descriptions; c. Specific experience with complex airport and/or revenue bond transactions, and California-based tax-exempt issuers and others; d. Responsiveness and attentiveness to the Airport; e. Creative ability; f. Knowledge and understanding of municipal market conditions and trends; g. Strength and stability of the firm; h. Analytic capability; and i. Oral and written communication skills, as evidence by the completeness and clarity of the firm s proposal, among other things. 4. Cost Effectiveness (10 points) a. Provides a fair and competitive cost to the Airport. 5. Overall Quality of Submission (10 points) AIR-590 (11-07) 12 of 22 January 21, 2010

15 D. Oral Interview a. Response conforms with RFP requirements and clearly addresses the scope of work requested; and b. Response is professionally presented and contains organized content and format. Following the evaluation of the written proposals, the Evaluation Panel reserves the option to invite a limited number of firms for oral interviews. Instructions regarding the interviews will be provided at a later date to the highest scoring firms. Firms selected for interviews will be evaluated through a separate scoring process from the process above. Only those principals involved in providing the services requested should be present at the interview. E. Selection of Firms The Commission reserves the right to select one or more firm(s) to meet the needs of the Airport. A. Pre-Proposal Conference Call VI. Pre-Proposal Conference Call and Contract Award Respondents are encouraged to attend a pre-proposal conference on Wednesday, January 27, 2010 from 10:00 A.M. to 11:00 A.M. PST. All questions will be addressed at this conference call and any available new information will be provided at that time. The dial-in number and conference code are as follows: Call Date: January 27, 2010 (Wednesday) Call Time: 10:00 A.M. Pacific Daylight Time Dial-In Number: (866) Participant Code: Leader: Kevin Kone If your firm plans to participate in the conference call, please RSVP by to Gail.VanSciver@flysfo.com with the participant s name, title, firm, address and phone number. Due to a limited number of lines available for this conference call, please try to limit to one line per office location. B. Contract Award Based on the Airport Director s recommendation, the Commission will select Respondent(s) with whom Airport staff shall commence contract negotiations. Once selected to provide financial advisory services, the Commission shall commence contract negotiations on a firm-byfirm basis and project-by-project basis. The selection of any Respondent s proposal shall not imply acceptance by the Commission of all terms of the proposal, which may be subject to further negotiations and approvals before the Commission may be legally bound thereby. If a satisfactory contract cannot be negotiated in a reasonable time, the Commission, in its sole AIR-590 (11-07) 13 of 22 January 21, 2010

16 discretion, may terminate negotiations with the highest ranked Respondent and begin contract negotiations with the next highest ranked Respondent. A. Errors and Omissions in RFP VII. Terms and Conditions for Receipt of Proposals Respondents are responsible for reviewing all portions of this RFP. Respondents are to promptly notify the Department, in writing, if the Respondent discovers any ambiguity, discrepancy, omission, or other error in the RFP. Any such notification should be directed to the Department promptly after discovery, but in no event later than five working days prior to the date for receipt of proposals. Modifications and clarifications will be made by addenda as provided below. B. Inquiries Regarding RFP Inquiries regarding the RFP and all oral notifications of intent to request written modification or clarification of the RFP, must be directed to: Kevin Kone Assistant Airport Deputy Director San Francisco International Airport Capital Finance P.O. Box 8097 San Francisco, CA Tel: Fax: C. Objections to RFP Terms Should a Respondent object on any ground to any provision or legal requirement set forth in this RFP, the Respondent must, not more than ten calendar days after the RFP is issued, provide written notice to the Department setting forth with specificity the grounds for the objection. The failure of a Respondent to object in the manner set forth in this paragraph shall constitute a complete and irrevocable waiver of any such objection. D. Change Notices The Commission may modify the RFP, prior to the proposal due date, by issuing Change Notices, which will be posted on the City s Contract Administration website, The Respondent shall be responsible for ensuring that its proposal reflects any and all Change Notices issued by the Commission prior to the proposal due date regardless of when the proposal is submitted. Therefore, it is recommended that the Respondent consult the website frequently, including shortly before the proposal due date, to determine if the Respondent has downloaded all Change Notices. AIR-590 (11-07) 14 of 22 January 21, 2010

17 E. Term of Proposal Submission of a proposal signifies that the proposed services and prices are valid for 120 calendar days from the proposal due date and that the quoted prices are genuine and not the result of collusion or any other anti-competitive activity. F. Revision of Proposal A Respondent may revise a proposal on the Respondent s own initiative at any time before the deadline for submission of proposals. The Respondent must submit the revised proposal in the same manner as the original. A revised proposal must be received on or before the proposal due date. In no case will a statement of intent to submit a revised proposal, or commencement of a revision process, extend the proposal due date for any Respondent. At any time during the proposal evaluation process, the Commission may require a Respondent to provide oral or written clarification of its proposal. The Commission reserves the right to make an award without further clarifications of proposals received. G. Errors and Omissions in Proposal Failure by the Commission to object to an error, omission, or deviation in the proposal will in no way modify the RFP or excuse the vendor from full compliance with the specifications of the RFP or any contract awarded pursuant to the RFP. H. Financial Responsibility The Commission accepts no financial responsibility for any costs incurred by a firm in responding to this RFP. Submissions of the RFP will become the property of the Commission and may be used by the Commission in any way deemed appropriate. I. Respondent s Obligations under the Campaign Reform Ordinance Respondents must comply with Section of the S.F. Campaign and Governmental Conduct Code, which states: No person who contracts with the City and County of San Francisco for the rendition of personal services, for the furnishing of any material, supplies or equipment to the City, or for selling any land or building to the City, whenever such transaction would require approval by a City elective officer, or the board on which that City elective officer serves, shall make any contribution to such an officer, or candidates for such an office, or committee controlled by such officer or candidate at any time between commencement of negotiations and the later of either (1) the termination of negotiations for such contract, or (2) three months have elapsed from the date the contract is approved by the City elective officer or the board on which that City elective officer serves. If a Respondent is negotiating for a contract that must be approved by an elected local officer or the board on which that officer serves, during the negotiation period the Respondent is prohibited from making contributions to: AIR-590 (11-07) 15 of 22 January 21, 2010

18 o The officer s re-election campaign o A candidate for that officer s office o A committee controlled by the officer or candidate. The negotiation period begins with the first point of contact, either by telephone, in person, or in writing, when a contractor approaches any city officer or employee about a particular contract, or a city officer or employee initiates communication with a potential contractor about a contract. The negotiation period ends when a contract is awarded or not awarded to the contractor. Examples of initial contacts include: (1) a vendor contacts a city officer or employee to promote himself or herself as a candidate for a contract; and (2) a city officer or employee contacts a contractor to propose that the contractor apply for a contract. Inquiries for information about a particular contract, requests for documents relating to a Request for Proposal, and requests to be placed on a mailing list do not constitute negotiations. Violation of Section may result in the following criminal, civil, or administrative penalties: 1. Criminal. Any person who knowingly or willfully violates section is subject to a fine of up to $5,000 and a jail term of not more than six months, or both. 2. Civil. Any person who intentionally or negligently violates section may be held liable in a civil action brought by the civil prosecutor for an amount up to $5, Administrative. Any person who intentionally or negligently violates section may be held liable in an administrative proceeding before the Ethics Commission held pursuant to the Charter for an amount up to $5,000 for each violation. For further information, Respondents should contact the San Francisco Ethics Commission at (415) J. Sunshine Ordinance In accordance with S.F. Administrative Code Section 67.24(e), contractors bids, responses to RFPs and all other records of communications between the City and persons or firms seeking contracts shall be open to inspection immediately after a contract has been awarded. Nothing in this provision requires the disclosure of a private person s or organization s net worth or other proprietary financial data submitted for qualification for a contract or other benefits until and unless that person or organization is awarded the contract or benefit. Information provided which is covered by this paragraph will be made available to the public upon request. K. Public Access to Meetings and Records If a Respondent is a non-profit entity that receives a cumulative total per year of at least $250,000 in City funds or City-administered funds and is a non-profit organization as defined in Chapter 12L of the S.F. Administrative Code, the Respondent must comply with Chapter 12L. The Respondent must include in its proposal (1) a statement describing its efforts to comply with the Chapter 12L provisions regarding public access to Respondent s meetings and records, and AIR-590 (11-07) 16 of 22 January 21, 2010

19 (2) a summary of all complaints concerning the Respondent s compliance with Chapter 12L that were filed with the City in the last two years and deemed by the City to be substantiated. The summary shall also describe the disposition of each complaint. If no such complaints were filed, the Respondent shall include a statement to that effect. Failure to comply with the reporting requirements of Chapter 12L or material misrepresentation in Respondent s Chapter 12L submissions shall be grounds for rejection of the proposal and/or termination of any subsequent Agreement reached on the basis of the proposal. L. Reservations of Rights by the Commission The issuance of this RFP does not constitute an agreement by the Commission that any contract will actually be entered into by the Commission. The Commission expressly reserves the right at any time to: 1. Waive or correct any defect or informality in any response, proposal, or proposal procedure; 2. Reject any or all proposals; 3. Reissue a Request for Proposals; 4. Prior to submission deadline for proposals, modify all or any portion of the selection procedures, including deadlines for accepting responses, the specifications or requirements for any materials, equipment or services to be provided under this RFP, or the requirements for contents or format of the proposals; 5. Procure any materials, equipment or services specified in this RFP by any other means; or 6. Determine that no project or contract will be pursued. M. No Waiver No waiver by the City of any provision of this RFP shall be implied from any failure by the City to recognize or take action on account of any failure by a Respondent to observe any provision of this RFP. N. Local Business Enterprise Goals and Outreach The requirements of the Local Business Enterprise and Non-Discrimination in Contracting Ordinance set forth in Chapter 14B of the San Francisco Administrative Code as it now exists or as it may be amended in the future (collectively the LBE Ordinance ) shall apply to this RFP. Proposals which fail to comply with the material requirements of S.F. Administrative Code 14B.8 and 14B.9, HRC Attachment 2 and this RFP will be deemed non-responsive and will be rejected. 1. LBE Subconsultant Participation Goals Each proposing firm or team responding to this solicitation for work identified as general financial advisory services in Section II must meet an LBE subconsulting goal of 5% of the total AIR-590 (11-07) 17 of 22 January 21, 2010

20 value of the services to be procured. For work identified as specialized swap advisory, investment advisory or tax and arbitrage rebate calculation advisory, this subcontracting goal has been waived by the HRC, although LBE firms are encouraged to submit proposals, if applicable. All Respondents responding to this solicitation for general financial advisory services shall demonstrate in their respective Proposals that the firm (or joint venture) has used good-faith outreach to select LBE subcontractors as set forth in S.F. Administrative Code 14B.8 and 14B.9, and shall identify the particular LBE subcontractors solicited and selected to be used in performing the contract. For each LBE identified as a subcontractor, the response must specify the value of the participation as a percentage of the total value of the goods and/or services to be procured, the type of work to be performed, and such information as may reasonably be required to determine the responsiveness of the proposal. LBEs identified as subcontractors must be certified with the San Francisco Human Rights Commission at the time the proposal is submitted, and must be contacted by the Prime Respondent prior to listing them as subcontractors in the proposal. Note that all Respondents, including prime LBEs (ie. LBEs submitting as a Prime Respondent), are required to meet this LBE subconsultant participation goal. Proposals that do not meet the 5% LBE participation threshold for general advisory services set forth under San Francisco Administrative Code Chapter 14B.8 will be rejected as nonresponsive unless the HRC determines that the respondent diligently undertook all the good faith efforts required by this ordinance. Respondents shall undertake and document the good faith efforts required by Chapter 14B.8(C)&(D) and HRC Attachment 2, Requirements for Architecture, Engineering and Professional Services Contracts. During the term of the contract, any failure to comply with the level of LBE subcontractor participation specified in the contract shall be deemed a material breach of contract. Subconsulting goals can only be met with HRC-certified LBEs located in San Francisco. 2. LBE Participation The Commission strongly encourages proposals from qualified LBEs. Pursuant to Chapter 14B, the following scoring bonus will be in effect through the evaluation process for proposals wherein the Prime Respondent is certified by the HRC as a LBE, or joint ventures where the joint venture partners are in the same discipline and have the specific levels of LBE participation as identified below. The scoring bonus applies at each phase of the evaluation process, and is calculated as follows: a. 10% rating bonus to an LBE firm submitting as the Prime Respondent; or a joint venture between or among LBEs; or b. 7.5% rating bonus to a joint venture with LBE participation that equals or exceeds 40%; or c. 5% rating bonus to a joint venture with LBE participation that equals or exceeds 15% but is under 40%. AIR-590 (11-07) 18 of 22 January 21, 2010

21 Certification applications may be obtained by calling the HRC at (415) If applying for a rating bonus as a joint venture: The LBE must be an active partner in the joint venture and perform work, manage the job and take financial risks in proportion to the required level of participation stated in the proposal, and must be responsible for a clearly defined portion of the work to be performed and share in the ownership, control, management responsibilities, risks, and profits of the joint venture. The portion of the LBE joint venture s work shall be set forth in detail separately from the work to be performed by the non-lbe joint venture partner. The LBE joint venture s portion of the contract must be assigned a commercially useful function. 3. HRC Forms to be Submitted with Proposal All proposals submitted must include the following San Francisco Human Rights Commission (HRC) Forms contained in Appendix A: 1) HRC Contract Participation Form, 2) HRC Good Faith Outreach Requirements Form, 3) HRC Non-Discrimination Affidavit, 4) HRC Joint Venture Form (if applicable), and 5) HRC Employment Form. If these forms are not returned with the proposal, the proposal may be determined to be non-responsive and may be rejected. Please submit only two copies of the above forms with your proposal. The forms should be placed in a separate, sealed envelope labeled HRC Forms. Airport Commission staff will deliver them to the attention of the San Francisco Human Rights Commission. If you have any questions concerning the HRC Forms, you may call Preston Tom, the Human Rights Commission Contract Compliance Officer for the Airport Commission at (650) or via at Preston.Tom@flysfo.com. A. Standard Contract Provisions VIII. City and Airport Contract Requirements The successful Respondent will be required to enter into a contract with the standard City Contracting Provisions attached hereto as Appendix C. Failure to execute the contract on a timely basis, or to furnish any and all insurance certificates and policy endorsement, surety bonds or other materials required in the contract, shall be deemed an abandonment of a contract offer. The City, in its sole discretion, may select another firm and may proceed against the original selectee for damages. Respondents are urged to pay special attention to the requirements of Administrative Code Chapters 12B and 12C, which are discussed in Section VII.N above; Local Business Enterprise Goals and Outreach and Section VIII.B below; Nondiscrimination in Contracts and Benefits, the Minimum Compensation Ordinance; the Health Care Accountability Ordinance; the First Source Hiring Program; and applicable conflict of interest laws summarized in paragraphs B, C, D, E and F below. AIR-590 (11-07) 19 of 22 January 21, 2010