The University of Vermont and State Agricultural College Request for Proposal RFP 44-03-10 Independent Investment Advisory Services Procurement Services Contact: Deb Harvey Deborah.Harvey@uvm.edu 1 PART I. 1.01 Introduction Background The University of Vermont (UVM) is requesting proposals to serve as the independent investment advisor to UVM. While the proposal to serve is for a five-year period, the University’s Board of Trustees Investment Subcommittee annually determines whether to extend the professional services agreement with the investment advisor under the provisions of the five-year proposal. The University of Vermont and State Agricultural College is a public research university with strong private university traditions. It is the fifth oldest institution of higher education in New England. Because the University is a quality, research university in a small State with modest resources, the University is required to maximize all of its revenue sources, public and private, and manage those resources as effectively as possible. The University has an endowment of approximately $290 million, which is managed under the authority of the Investment Subcommittee of the Board of Trustees. The University’s most recent comprehensive fundraising campaign undertaken by the University, from 20012007, had a goal of $250 million, and raised over $278 million, resulting in a significant increase to the endowment. The Investment Subcommittee has authority over, and is charged with the general responsibility for prudent investment and reinvestment decisions regarding all restricted and unrestricted funds of the University, including the endowment. The Subcommittee meets monthly, during the months of January and July the Subcommittee meets with the investment advisor and investment managers to discuss performance of the endowment and to set investment targets for the next fiscal year. 1.02 Scope of Work The investment advisory services will include the following: 1. Attendance by a least one consultant at all Investment Subcommittee Meetings. Attendance at the monthly meeting at UVM can meet via teleconference. In person attendance is required for a one day meeting in January and July which take place in New York City, NY and Boston, MA. 2. Research and preparation of materials for the meetings, including, but not limited to, monthly and quarterly performance reports for the University’s consolidated endowment, a separate trust, and other separately invested endowments. The performance reports must provide information by asset class and manager for the following: a. Most recent quarter b. Annualized 2 c. d. e. 3. 4. 5. 6. 1.03 Annualized for most recent three years Annualized for the most recent five years Since inception Miscellaneous communications and response to inquiries. Assistance with manager searches. Research reports and papers on investment and financial issues Assistance with development and review of strategy and asset allocation. Terms and Conditions The terms and conditions set forth in this Request for Proposal (RFP) should be reviewed carefully to ensure that your proposal is fully responsive. 1.04 Term of Contract The term of this contract will be for five years from the date that the contract is signed. However the Investment Subcommittee will annually review the performance of the investment advisory firm and reserves the right to terminate the contract at the end of each contract year if it determines that said performance has not been satisfactory. 1.05 Cancellation Clause The University reserves the right to cancel any contract, with or without cause, by giving the other party a sixty (60) day prior written notice of its intent to cancel. In the event that service is not provided at the level expected, the University will notify the vendor in writing of the specific problem and will expect an immediate solution. If a vendor does not resolve the problem to the University’s satisfaction within thirty (30) days, the University reserves the right to immediately cancel the contract. 1.06 Project Schedule March 22, 2010 RFP Issued April 5, 2010 Question Period Closes at 12:00 noon ET April 16, 2010 Responses Due at 12:00 noon ET April/May 2010 Oral presentations by participating independent investment advisors July 1, 2010 Commencement date of contract 3 Part II. Proposal Instructions Note: Please follow all instructions as they are written. Failure to do so may result in the disqualification of your proposal. If you have any questions regarding these instructions, please contact the designated UVM official indicated on the cover page. Upon receipt of this Request for Proposal, please send an e-mail to Deb Harvey, Purchasing Coordinator, Deborah.Harvey@uvm.edu, to acknowledge receipt and to signify your interest. To ensure timely receipt of any and all University-generated addenda, it is imperative that you provide your firm’s contact name, telephone and fax numbers and e-mail address. The University’s preferred method of communication is e-mail. This RFP is non-assignable. 2.01 Receipt of Proposals All RFPs must submitted in PDF format to Deborah.Harvey@uvm.edu and be received no later than the due date and time indicated in Section 1.06. Please plan in advance because unforeseen circumstances in electronic mailing will not be considered in late proposals. No late proposals will be accepted. Message-sent time-stamping shall not be used as a means of receipt. 2.02 Deviation from Specifications All items in Scope of Work must be addressed. You may propose an alternate item or service, as long as your alternate proposal is submitted in conjunction with a proposal for the specified item or service. 4 Part III. 3.01 General Terms and Conditions Funds Owner The University of Vermont and State Agricultural College. 3.02 Examination At the time of the opening of the proposals, each Offeror will be presumed to have read and to be thoroughly familiar with this RFP (including Addenda, if any). The failure or omission of any Offeror to receive or examine any form, instrument, or document shall in no way relieve the Offeror of any obligation arising out of the University’s acceptance of their proposal. 3.03 Questions No oral interpretation made to any Offeror as to the meaning of the specifications contained in this RFP shall be binding. Every request for such an interpretation shall be made in writing or via email to Procurement Services. All inquiries received on or before the deadline in section 1.06 (Project Schedule) will be answered with a written response. Interpretations made to Offeror’s questions will be in the form of a written Addendum to the RFP documents and communicated by e-mailed response by the Director of Procurement Services. Addenda will be issued within four (4) business days of the final day for submission. Addenda will be e-mailed to each recipient’s primary contact of RFP Documents at the address provided to UVM by the Offeror. All addenda shall become part of the RFP and all Offerors shall be bound by any such addenda, whether or not received. 3.04 Indemnification The Offeror agrees to indemnify and hold harmless UVM, its Trustees, Officials, employees and/or Agents from and against any and all loss and expenses (including attorney's fees) by reason of liability imposed by law or otherwise upon UVM because of injury, death or damages of any kind sustained by any person and/or to any property arising out of activities of the Offeror under this Agreement. This indemnification shall not apply, however, to any loss or expense which arises from the sole negligence of UVM. 5 Part IV. 4.01 Bidding Basis of Proposals The Offeror must fully respond to all specifications of the RFP. Failure to comply will be cause for rejection of the proposal. 4.02 Preparation of Request for Proposals Erasures or other changes in the proposals must be initialed and dated by the duly authorized representative of the Offeror. Each Offeror shall submit with its RFP the names of all subcontractors, if any (excluding airlines, tour companies, car rental agencies, etc.). Identification & Submission of Proposals The completed response and any other documents required by this RFP must be submitted in accordance with the RFP. Submissions must be made via e-mail to Deborah.Harvey@uvm.edu. No proposals will be accepted for consideration after the designated date and time, or at any other than the designated place. 4.03 Withdrawal of Proposal Proposals may be withdrawn in writing or by telephone call promptly confirmed thereafter by the Offeror in writing prior to the time fixed for opening. Withdrawals placed in the mail postmarked prior to the time set for the proposal opening will be accepted. See cover page for appropriate UVM contact. 4.04 Opening of Proposals All proposals received by the deadline will be considered, regardless of any irregularities therein. UVM nonetheless reserves the right to reject any proposal which does not meet the terms of this RFP. All proposals received by the deadline will be opened on the due date/time indicated on the cover page. Each proposal will be marked as received, and an authorized UVM witness will sign and date the proposal. 4.05 Design, Typesetting, Printing Proposals All normal charges, including film work, shall be included in the proposal price. The successful Offeror agrees that all negatives, film, and mechanicals and any rights associated with the ownership thereof, shall be the property of UVM. Offeror will store such items for 6 a reasonable period of time (and no event less than six years) without charge and relinquish them upon request. 4.06 State of Vermont Contracts The University of Vermont is a political subdivision of the State of Vermont and is entitled to utilize all contracted pricing offered to the State of Vermont, when it is in the best interests of UVM. 4.07 Substitutions All proposals shall be based exclusively on use of those products that are identified by trade name or manufacturer in specifications or Addenda to Specifications issued during the bidding period. No substitutions are permitted without the prior approval of the Vice President for Finance and Administration and Treasurer. Alternate proposals submitted in conjunction with proposals for the specified product will be considered. Offeror shall clearly identify and describe such alternates on the proposal or on its letterhead, which must be signed by a duly authorized representative of the firm. 4.08 Proposal Compliance By submitting a response to the RFP, the Offeror agrees to all terms, conditions, and specifications set forth in the RFP; provided that, if an Offeror seeks to be exempted from one or more of the terms, conditions, and/or specifications contained in this RFP, the Offeror must expressly state in the Proposal Compliance Form, which is included in the RFP packet. Any and all proposed exceptions to the terms, conditions, and/or specifications set forth in this RFP must be stated in the Proposal Compliance Form with reason(s) for the exception. The Proposal Compliance Form must be returned signed with Offeror’s response even when no exception has been stated. The Proposal Compliance Form cannot be used for substitutions. Substitutions will only be accepted as described in Section 4.07. 4.09 Award of Contract The contract will be awarded in the sole discretion of UVM to the Offeror submitting an acceptable proposal that best complies with the terms, conditions and specifications of the RFP and/or which best meets the overall needs of UVM. Price will not be the sole determining factor in the contract award. The Offeror to whom the award is made will be notified at the earliest practical date. UVM, however, reserves the right to reject any or all bids and/or to waive any irregularity in bids received whenever such rejection or waiver is in the best interests of UVM. UVM seeks to make purchases which meet the University's standards, including and without limitation, involving quality, quantity, delivery and service. A reasonable price need not be the lowest price available, but is one that offers the highest total value to UVM. 7 4.10 Licensing Requirements UVM has registered the following trademarks: "The University of Vermont", "UVM", "Catamounts", the official University seal, the Tower logo, and the V-Cat logo. The University may also register additional trademarks. All uses of the University’s marks require written permission from the University Licensing Program. Any Offeror awarded an RFP that requires use of a UVM trademark, and who is not already approved as a UVM licensed vendor, will be required to obtain permission for such use from the University Licensing Program. Failure to obtain Licensing approval for use of University trademarks shall disqualify the Offeror from receiving the award and may subject the Offeror to liability for trademark infringement. 4.11 Taxes UVM is exempt from most sales and federal excise taxes associated with the purchase of tangible items. Taxes should not apply to fulfillment of the contract, which is for services only. 4.12 UVM Smoking Policy UVM, in order to maintain a safe and healthful atmosphere and to remain in compliance with State statutes, is primarily a nonsmoking institution. Offeror, Offeror’s employees, and Offeror’s agents may not smoke in any UVM building. 4.13 Equal Employment Opportunity During the performance of this contract (or purchase order), the contractor/vendor agrees to comply with all Federal, state and local laws involving equal employment opportunities and nondiscrimination and non-segregation of facilities including, but not limited to, requirements set out at 41 CFR 60-1.4, 60-250.4 and 60-741.4, and 47 CFR 76.71 – 76.79, which equal opportunity requirements are hereby incorporated by reference. Notification is hereby given that compliance with these clauses may require the contractor/vendor to annually file certain reports (e.g. EEO-1 Report and/or FCC Form 395-A) with the Federal government and may require the contractor/vendor to develop written Affirmative Action Programs for Women and Minorities, covered Veterans and/or Handicapped Persons. 4.14 Confidentiality of Proposals The University of Vermont is subject to the Vermont Public Records Act. 1 VSA Section 315 et seq., and cannot guarantee that information submitted in response to this RFP will be exempt from disclosure under the Act. Documentation generally is held as confidential pending selection of a bid and finalized with a contract. At that point, documentation is subject to release unless it is otherwise exempt from disclosure under the Public Records Act. 8 The Public Records Act, 1 VSA Section 317 (b)(9)., does contain an exemption for the following documents: trade secrets, including, but not limited to, any formulae, plan, pattern, process, tool, mechanism, compound, procedure, production data, or compilation of information which is not patented, which is known only to certain individuals within a commercial concern, and which gives its user or owner an opportunity to obtain a business advantage over competitors who do not know it or use it. Please note: Monetary sections of proposals cannot be withheld as proprietary or trade secrets. Offeror’s who believe documentation they have submitted to the University in their RFP response can be defined as a trade secret or is otherwise exempt from disclosure under the Act should so state in their submission, specifying how the documentation meets the above definition or is otherwise exempt. Material the Offeror considers to meet this “confidential” test should be clearly identified in a separate section of the proposal. Sections submitted to UVM which are clearly marked “confidential” in good faith by the Offeror will not be purposely released by UVM to any outside parties except as required by law. UVM does not undertake any responsibility as to safeguarding any such portions or the terminal and commercial data therein: (a) to the extent the data is in the public domain, (b) to the extent other treatment is provided in a contract award or other written arrangement between UVM and the Offeror concerning such portion, or (c) Three years after the date of submission. Abuse by the Offeror of confidential designation may be a basis for rejection of the bid. 4.15 Insurance If indicated in Part VII. Items for Inclusion, the Offeror shall provide, with its proposal, proof of insurance as stated below. In the event the firm does not carry the coverage specified, the firm must provide written proof that it will be able to provide the coverage specified if awarded the contract. The firm selected (“Contractor”) shall secure, pay for and maintain in effect the following insurance during the contract period: Commercial General Liability Insurance: Including Bodily Injury and Property Damage Liability, Independent Contractors Liability, Contractual Liability, Product Liability and Completed Operations Liability in an amount not less than $1,000,000 combined single limit, per occurrence, and $1,000,000 annual aggregate. Workers Compensation and Employers Liability Insurance: For any Contractor with employees, standard workers compensation as required by Vermont State statute and employer’s liability insurance in an amount not less than $100,000 per accident, $500,000 annual aggregate. Automobile Liability: For Contractor employees or agents who will drive on UVM’s premises, Automobile Liability in an amount not less than $1,000,000 per occurrence for 9 bodily injury and property damage, including owned, hired, and non-owned vehicle coverage. Professional Liability: $1,000,000 each claim, when applicable. The Contractor shall name the University of Vermont as additional insured on its liability policies and shall provide UVM notice of cancellation or non-renewal of coverage promptly, and within no less than five (5) business days, of notice of cancellation or non-renewal by the Contractor’s carrier to the Contractor. The University does not need to be named additional insured on the Contractor’s workers’ compensation policy. The Contractor must submit a copy of the Certificate of Insurance verifying the above coverage must be submitted to the UVM Department of Risk Management twenty (20) calendar days prior to the Contractor selling or distributing products and services at UVM. Any liability coverages on a “claims made” basis should be designated as such on the certificate. Failure of the Contractor to take out and/or maintain any required insurance shall not relieve the Contractor from any liability under the contract, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligation of the Contractor concerning indemnification. The Contractor’s insurance policies shall be considered primary insurance and exclusive of any insurance carried by UVM. The Contractor shall save and hold harmless UVM from and against all suits for claims that may be placed upon alleged injury (including death) to any person or property that may occur or that may be alleged to have occurred, in the course of the performance of this contract, whether such claim be made by an employee or agent of the Contractor, or a third person and whether or not it shall be claimed that the alleged injury (including death) was caused through a negligent act or omission of the Contractor and, at his own expense, the contractor shall defend any and all costs and other expenses arising therefrom. Section 4.16 Suspension & Debarment In accepting this Purchase Order or Contract, recipient certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in this transaction by any Federal department or agency. Any change in the debarred or suspended status of the recipient during the life of this Purchase Order or Contract must be reported immediately to UVM. 10 Part V. Detailed Specifications Requirements for Preparation and Submission of the Bid Proposal The University intends to incorporate the selected firm’s Proposal to Serve (hereafter referred to as the “Proposal”) by reference into the contract for professional services between the University and the firm. As such the Proposal should be prepared in the form of a binding agreement, complete with respect to: staffing commitments, products and services to be provided, reports to be produced, schedule to be followed, fees to be charged, and a binding signature. In addition to the information you may want to provide as part of your proposal, please respond in writing to each of the following: Section 5.01 FIRM OVERVIEW a. Name of your firm, its address, telephone number, and primary contact for the request for proposal. b. Provide an executive summary (no more than two pages) explaining why your firm believes it is the best qualified to provide investment advisory services to the University. What can the firm offer that competing firms cannot? c. List your regional offices. From which office would this account be serviced? d. How long has the firm been in business? What is the recent history of your firm? e. Explain your organization’s present ownership structure, including affiliates and subsidiaries. f. Do you have any affiliations with investment managers, trusts, brokerage firms, etc.? If so, how do you avoid conflicts of interests? g. Are you registered with the SEC as an investment advisor? If so, provide your Form ADV Part II. h. Is providing investment advisory services currently one of your organization’s principal lines of business? i. What percentage of your organization’s revenue is attributable to the investment advisory practice? 11 j. Does your organization provide trust, investment management or securities brokerage services (including commission recapture)? If so, please identify and explain all such services provided. k. What percentage of last year’s revenue was attributable to such trust, investment management or securities brokerage services? l. Does your organization provide any other services or engage in any other lines of business aside from investment advisory services, trust, investment management, or securities brokerage services? If so, please describe such services and the percentage of last year’s revenue that was attributable to such services. m. Does your organization solicit or accept fees for placing or helping to place investment managers? If so, describe the extent and circumstances. n. Does your organization have any clients or associations that could present a conflict of interest and possibly compromise the objectivity of its advice to the University of Vermont? If so, please explain. o. Does your organization receive any products or services from any investment managers? If so, identify each such service and whether compensation is paid and, if paid, the amount of such compensation. p. Does your organization carry a fiduciary liability or any other insurance that would be beneficial to the University of Vermont Endowment Fund? If so, please describe the insurer, the type of insurance coverage, the beneficiary of such coverage, the limits of such coverage and the deductible amount under such coverage. Will you supply a copy of the policies for review if requested? Does such insurance require notice of pending cancellation to your clients or is it subject to modification to require such notice? If so, would you agree to require such notice to the University of Vermont? q. Please comment on your experience with clients and managers that use socially responsible investment criteria, in general and within the following asset classes: U.S. equity, Non-U.S. developed market equity, U.S. fixed income, and U.S. cash. r. UVM may decide to prefer managers that use positive social screens within their investment process. What knowledge do you have of managers that utilize positive social screens? 12 Section 5.02 CLIENTS / STAFF b. Number of clients (in the following asset ranges) 1. 2. 3. 4. 5. 0-50 million 51-100 million 101-500 million 500-1 billion Over 1 billion _________ _________ _________ _________ _________ c. Please provide, on an attachment, a representative list of your investment advisory clients. d. Please provide the total market value of your clients’ assets as of the end of the last calendar year. e. Please list your Higher Education investment fund clients and size of the portfolios on which your organization consults for them. f. Please list clients that have terminated your organization’s service during the past three years, and indicate their reasons for terminating your services. g. For reference purposes, provide the name, address, telephone number and contact person for five current clients (preferably Higher Education fund clients) for whom your organization provides comprehensive investment advisory services. h. What is the total size of your staff? How many of these are investment consultants? Please provide an organizational chart of your firm i. How is your organization organized to service our account? j. Specify who would likely be assigned to service our account and provide biographical information on each person. k. How will continuity of service be maintained? l. What is your client to consultant ratio? m. What is your average number of accounts handled per investment consultant? n. How do you attract, retain and motivate qualified consultants? o. What is the turnover rate of your professional staff? Explain. 13 p. Please list all consultants who have left your staff during the past three years. Include their reasons for leaving, and present employer (if known). Section 5.03 INVESTMENT POLICY a. Describe briefly the processes and tools your organization uses to help clients develop investment policies and objectives and also comment on your process for recommending modifications to investment guidelines. b. Provide an outline of the issues and items that would be covered in a typical policy statement. Section 5.04 ASSET ALLOCATION / PERFORMANCE MEASUREMENT a. What is your approach to development of asset allocation guidelines? Please describe this process in detail, including application of major variables (e.g. – risk tolerance, emerging liabilities, etc.) b. What asset classes are included in your work? c. Does your approach include passive strategies such as indexation? If so, please describe. d. Please explain size, composition, and source of your performance measurement database. What indices are used for relative comparisons? Were your software systems developed entirely in-house or purchased from outside sources? If you do not maintain databases, whose database do you use? e. Was your performance reporting software generated in house or purchased? If purchased, from whom? If subject to a licensing agreement, indicate when this is due to expire. f. Briefly describe your reporting system (please provide a sample report). g. How frequently are reports produced and how quickly are they distributed? h. Describe your firm’s process of monitoring investment managers for a client. Relate the process to a client’s goals, objectives, and investment policy. i. Who would participate the Investment Subcommittee Meetings from your firm? j. How frequently do your consultants usually meet with their performance evaluation clients? k. To what extent can your performance reports be customized to meet a particular client’s needs? Please explain. 14 Section 5.05 MANAGER SEARCH / SELECTION CRITERIA a. Does the firm maintain one or more universe databases of investment managers? Are they purchased or compiled? How many are contained in each universe(s)? Please describe each. b. Describe your firm’s process for the evaluation and selection for recommendation of investment managers for a client. c. How do you verify the validity of managers’ performance records? d. Please provide an example of a report prepared for an equity manager search. e. What computer systems do you utilize to help in your manager screening? Which are purchased and which are proprietary? f. Do you monitor your success in selecting managers? Explain how you measure the level of success of existing managers. Please be specific. g. What criteria are used to recommend termination of a manager? h. Please describe, in detail, the optimal role that your firm would like to take in manager presentations to the Investment Subcommittee. What other services are provided, such as custodian searches, due diligence visits, proxy voting, etc. Section 5.06 FEES Please provide a firm fee quote. Proposals should state all fees, including expenses, for the five years beginning with fiscal year ending June 30, 2010 through June 30, 2015. a. Are there any other services your firm provides outside of investment consulting? If so, please provide a short description of those services. b. Would you charge separately for travel expenses? If so, explain in detail your policy. c. What other costs or expenses might we incur with your firm? 15 Part VI. Evaluation Criteria Section 6.01 Proposal Evaluation The written Proposal will be reviewed by the Investment Subcommittee of the Board of Trustees prior to the oral presentations. UVM reserves the right to make an award not based on cost alone, but on the criteria which best meets the needs of UVM. The decision of UVM will be made in its sole discretion and will be final and binding. Section 6.02 Proposal Evaluation Criteria UVM intends to accept the proposal which best embraces the overall needs of UVM from both a service and financial viewpoint. The Proposal will be judged on: the firm’s professional qualifications, the firm’s understanding of the investment needs of the University, the firm’s understanding of the institutional investment environment, the adequacy of the firm’s strategy and approach, the fees and related expenses, and the quality and content of the oral presentations. Section 6.03 Proposal Presentation UVM may, at its sole option, elect to require on-site presentation(s), explanations of the Offeror’s proposal prior to award of any contract. The oral presentation allows the firm to explain and elaborate on its proposal. The oral presentation team must include all members of the advisory team. The oral presentations will be held in April/May 2010. Each firm will have up to one hour to make the presentation. While there is no prescribed format to the presentation, the firms should take time to introduce the team members, discuss the advantages of hiring the firm, and allow time for questions. In addition, each firm selected for oral presentation will be provided information regarding the current allocation policy of the University’s endowment. The oral presentation should include a review and critique of the current portfolio. The Investment Subcommittee, in consultation with the University’s financial management will make a recommendation to the Board of Trustees after the oral presentations. The Board of Trustees will vote on the Subcommittee’s recommendation at their May, 2010 meeting, or at a subsequent Executive Committee meeting. 16 Part VII. Items for Inclusion The intent of this section is to describe a complete proposal. Your proposal may not be considered, and may be rejected as non-responsive, if the proposal does not include the items listed below. Please provide a signed and fully completed Form of Proposal that includes the following: (a) All requested information in RFP Part V. Detailed Specifications. (b) All exceptions to the terms, conditions, and specifications of this RFP clearly explained on the Proposal Compliance Form, RFP Section 9.01. (c) An acknowledgment of receipt of all addenda received on the Form of Proposal, RFP Section 8.03. (d) A complete list of all trade secrets or proprietary information claimed under Vermont law, RFP Section 8.04. 17 Part VIII. To: Format of Proposal The University of Vermont Deb Harvey Procurement Services Deborah.Harvey@uvm.edu The undersigned Offeror, in response to the Request for Proposal #44-03-10, having examined the Scope of the Work, Proposal Requirements and this Form of Proposal, all of which comprise the Contract Documents, hereby propose to supply Independent Investment Advisory Services. 8.01 Pricing Sheet Please provide pricing as indicated in Part V. Detailed Specifications. 8.02 Additional Details Submit on attached sheets any additional details of your proposal and indicate the number of sheets that are being attached in the space following. ______sheets have been attached. 8.03 Addenda Offeror acknowledges receipt of the following addenda, which are a part of the Contract Documents: No. Date No. 18 Date 8.04 Proprietary Information The sections of this proposal listed below represent trade secrets or proprietary information. NOTE: Monetary sections of this proposal cannot be withheld as proprietary or trade secrets. Section/Subsection 8.05 Page No. References UVM reserves the right, once all proposals have been opened and reviewed, to request background data on any and all personnel assigned to perform under this contract. 8.06 Subcontractors Offeror shall not assign or subcontract any agreement resulting from this RFP, or any portion thereof, without prior written approval from a duly authorized UVM official. 8.07 Right of Acceptance and Rejection The Offeror understands that UVM reserves the right to accept or reject any or all proposals, to waive irregularities, defects, or technicalities in any proposal, and to accept the proposal in whole or in part that it deems to be in UVM’s best interest. 8.08 Modification and Withdrawal The Offeror agrees that proposals submitted to UVM may not be modified or withdrawn for a period of one hundred twenty (120) days after the date and time scheduled for the receipt and opening of the proposals. 19 8.09 Bidder’s Affidavit The Offeror hereby warrants and certifies by signing below that: This proposal is genuine and is not made in the interest of or on behalf of any undisclosed person, firm or corporation; the Offeror has not directly or indirectly induced or solicited any other vendor to put in a false or sham proposal; the Offeror has not solicited or induced any person, firm or corporation to refrain from bidding; that the Offeror has not sought by collusion or kickback to obtain any advantage over other vendors of the University of Vermont; and that the person submitting this proposal is a duly authorized official of the Offeror . Business Name Official Business Address: Federal Employment Identification Number: Firm’s State or Foreign Country of Residence: Authorized Signature: Name, Printed or Typed: Title: Phone: E-mail: Date: FAX: Offeror’s Representative(s) to contact during normal office hours regarding this proposal: Phone: E-Mail: FAX: 20 Part IX. 9.01 Attachments Proposal Compliance Form I hereby certify total compliance with all terms, conditions, and specifications of this Request for Proposal, except as expressly stated below: Section Number Comments Name: Title: Signed: Date: 21