Request for Proposals
CONSULTING SERVICES FOR OVERSIGHT AND
COMPLIANCE RELATED TO AMERICAN
RESCUE PLAN ACT FUNDS
Release Date: September 19, 2022
Deadline for Submittal
October 19, 2022
Contact: Ofelia Alvarez, Senior Buyer
Email: [email protected]
City of Richmond
Finance Department
INTRODUCTION
The City of Richmond is requesting proposals from qualified firms with expertise in the oversight and administration of American Rescue Plan Act (ARPA) funds, as well as compliance with funding authority requirements.
Specifically, the City is seeking a professional consulting firm(s) to provide expertise to augment City staff’s capabilities to ensure compliance with applicable laws and grant requirements while maximizing the recovery and beneficial uses of ARPA funding for the Richmond community.
The firm selected, if any, will have demonstrated experience in programmatic disaster recovery and must have intimate knowledge and expertise in the areas of compliance with the federal Office of Management and Budget (OMB)’s Uniform Guidance 2 CFR, Part 200 federal funding requirements, including but not limited to federal acquisition requirements, operations of the cost/funding eligibility under ARPA and related grant programs.
This request for proposal (RFP) describes the project, the required scope of services, the consultant selection process, and the minimum information that must be included in the proposal. Failure to submit information in accordance with the RFP requirements and procedures may be cause for disqualification.
Vendors are required to read and understand all information contained within this entire Proposal package. By responding to this RFP, the vendor agrees to read and understand these documents.
ABOUT THE CITY
The City of Richmond is a Charter City located in Contra Costa County, part of the San Francisco Bay Area with a population of 110,567 residents. Richmond is one of the region’s most diverse communities: 42.5% of residents identify as Hispanic or Latino, 20.2% identify as Black or African American alone, 17.8% identify as White alone (not Hispanic of Latino), and
15.4% identify as Asian alone (15.4%). Richmond is home to a multi-modal transit hub that includes BART, Amtrak and AC Transit, Port of Richmond, marinas, shopping, recreational and cultural amenities, and 32 miles of shoreline. This all contributes to making Richmond among the most desirable up-and-coming communities in California.
The City of Richmond provides a full range of municipal services including police and fire protection; construction and maintenance of highways, streets and infrastructure; library services; storm water and municipal sewer systems; operation of a wastewater treatment facility; and the administration of recreational activities and cultural events. The City also operates the Richmond Memorial Convention Center and the Port of Richmond.
PROJECT BACKGROUND
Through the passage of House of Representative Bill 1319, also known as the American Rescue Plan Act (ARPA), state, tribal and local governments are expected to receive much needed assistance to help offset the negative impacts of COVID-19. As part of the $1.9 trillion ARPA relief package, the City of Richmond is currently situated to receive $27.7 million, with the first installment received in August 2021, and the final installment expected one year later in 2022. As part of the Fiscal Year (FY) 2021-22 annual budget process, the Richmond City Council approved an allocation of $8.55 million in ARPA funds for various projects, including funding to conduct a Community Needs Assessment (CNA) for informing City Council’s decision for how to allocate the remaining ARPA relief funding of $19.15 million. All funds must be allocated by the end of 2024 and spent by the end of 2026.
There are significant requirements, guidance, and limitations on uses of ARPA funds.
Richmond has discretion to use the award funds in ways that best suit the needs of our community, as long as each use fits into one of the following statutory categories:
To respond to the CO VID-19 public health emergency or its negative economic impacts; To respond to workers performing essential work during the COVID-19 public health emergency by providing premium pay to such eligible workers of the recipient, or by providing grants to eligible employers that have eligible workers who performed essential work;
For the provision of governmen t services, to the extent of the reduction in revenue of such recipient due to the COVID–19 public health emergency, relative to revenues collected in the most recent full fiscal year of the recipient prior to the emergency; and To make necessary investment s in water, sewer, or broadband infrastructure
Project Description
The City is seeking a firm(s) to provide program design, program management, and compliance services related to the City’s ARPA Grant Plan. In g eneral, the scope of work includes but is not limited to providing the following:
Program Design. Lead in the construction of programmatic spend ing plans that align with the City’s goals, comply with all published ARPA compliance guidance, and efficiently further the economic interests of Richmond business es. Programs designed must mitigate the economic impact of COVID-19 on local businesses and organizations.
Program Management. Lead in the m anagement of the established programs to facilitate the effici ent distribution of ARPA funds. Provide di rect customer service, assistance, and support to loca l businesses and organizations t hat apply for and/or receive funding through one or more of the City’s programmatic spending opportunities. Establish an applic ation system or process, coll ect applications, review applications, verify record authenticity, ensure complia nce, and manage executed grant agreements.
Program Monitoring. Provide direct compliance related to all p rogrammatic spending opportunities, grants, or other programs created to distribute ARPA funds to local businesses and other organizations. Ensure ongoing compliance w ith ARPA’s Interim Final Rule (“IFR”), Compl iance and Reporting Guidance, and all other published compliance guidance, including but not limited to the Final Rule published by the Department of Treasury on ARPA – State and Local Coronavirus Relief Funds.
The City’s ARPA funds must be obligated by December 31, 2024 and fully expended by December 31, 2026. The City anticipates awarding a two year agr eement. The City will have the option, at its sole discret ion, to extend the agreement for up to two (2) additional one- year terms. If the parties are unable to reach an agreement, th e City, at its sole discretion, will not move forward with the renewal option and may procure t he work required to complete the project. The City reserves the right to hire mult iple consultants.
SCOPE OF SERVICES
The scope of this Request for Proposals (RFP) details the duties for which the City is seeking to contract. The length of engagement is expected to allow for services to continue throughout completion of FEMA cost recovery efforts and ARPA administration. Proposers who can offer some but not all services (for instance, expert technical and accounting services but not general advisory services) are welcome to respond. Responses should clearly delineate which of the listed duties can be performed by the Proposer.
Program Design
A. Thoroughly research the actions taken by the Richmond City Council and staff related to ARPA funding. This includes the ARPA Grant plan, various AR PA-related staff reports submitted to the City Council, presentations, and quarterly reports submitted to U.S. Treasury.
B. Provide direct outreach to stakeholders in each program category. Collect testimony, records, and other information necessary to assess the extent of financial need for each category. Compare the financial need, as measured by stakeholder interaction, of stakeholders in each category with the budget amount allocated in the ARPA Grant Plan. Recommend categorical funding adjustments as needed.
C. Based on an in-depth effective quantitative and qualitative assessment of industry and categorical needs, construct grant or other assistance programs for each funding category.
a. Programs must be compliant with both the statutory intent of the American Rescue Plan Act as well as the compliance requirements as outlined within the Interim Final Rule (IFR) by the United States Treasury, Compliance and
Reporting Guidance by the United States Treasury, and any subse quent compliance requirements produced, including the Final Rule put forth by the United States Treasury. Furthermore, programs will comply with all aspects of Federal and California law as well as federal uniform guidance where applicable.
b. Programs must result in the efficient distribution of ARPA funds to local businesses and organizations that have demonstrated a need to receive funding through grant applications or other ARPA-compliant funding request systems, such compliance is based on language and verifiable requirements from U.S.
Treasury.
c. Programs are to be designed in a manner which ensures the most effective and immediate deployment of funding where necessary, and such use of funding should also provide for at least one alternate contingency option if such programs are identified as being at risk for non-compliance by either th e Consultant, City or an independent auditor.
d. All programs and contingency options should be designed in such a way that ensures funding will be obligated prior to the December 31, 2024 deadline and expended by December 31, 2026.
D. Present draft program designs for each business category to City staff for comment and suggestion. Work with City staff to adjust program parameters t o comport to City processes and facilitate streamlined compliance with ARPA and U.S. Treasury regulations.
E. The City Council will provide high-level advisement for the creation of programs.
Program outlines will need to be presented to the City Council for policy direction.
Presentations to other informal working groups will also be required.
Program Management
A. Implement application system for all programs. Application system must accommodate electronic/paperless submission.
B. Plan, coordinate, and produce a detailed pre-launch checklist prior to application period for each program to limit errors.
C. Provide marketing, outreach, and stakeholder engagement to advertise program offerings based on target demographics and areas of focus for each program.
D. Provide on-call customer support to prospective and active program applicants.
Customer support must be provided through e-mail and telephone communication.
E. Provide on-site customer support at the Richmond City Hall. The City of Richmond will provide up to two workstations to consultant with a live teleph one line, internet access,
and filing space.
F. Collect, receive, review, verify for compliance, and qualify all applications received in response to the launch of each funding program. Ensure that app lication verification and ongoing monitoring comply with ARPA guidance and related la ws and regulations.
G. Facilitate the receipt and execution of grant agreements and/or other documents that memorialize finalized funding arrangements by and between the C ity and successful program applicants.
H. Develop processes and documentation requirements around sub-recipient risk assessment, monitoring, and management, including training of sub-recipients on grant requirements
I. Provide follow-up support for documentation and data needs during the City’s Single- Audit proceedings to ensure access to necessary items and repor ts. Provide situational context and information if called upon during Single-Audit proceedings.
J. Assist in calculating and/or confirming revenue loss per ARPA requirements.
Program Monitoring
A. Cross reference all program material with ARPA guidance and regulations, including but not limited to the Interim Final Rule and the Compliance and Reporting Guidance released by the U.S. Treasury. Work with appointed City Counsel to ensure legal compliance regarding the use and implementation of funds.
B. Update City staff on the impact of any forthcoming guidance, laws, or regulations that may impact the creation or operation of the programs in the ARP A Grant Plan.
C. Coordinate with City staff to complete all federal financial, performance and compliance reports including but not limited to the annual Recovery Plan Performance Report and quarterly Project and Expenditure Reports.
D. Coordinate with staff and sub-recipients to endure the City has all of the information required:
a. Manage, track and monitor all sub-recipients for compliance b. Coordinate with City staff and sub-recipients to ensure all reporting is current c. Report to City on subrecipients that are out of compliance
E. Consultant must ensure any publication produced with funds from this award displays the following language: "This project [is being] [was] supported, in whole or in part, by federal award number [enter FAIN] awarded to the City of Richmond by the U.S.
Department of the Treasury.
Optional Tasks
The City asks the consultant team to provide a list of additional services they offer to assist with the administration of ARPA funding to support best practices.
PROPOSAL FORMAT GUIDELINES
The proposal should be concise, well organized, and demonstrate the proposer’s qualifications and experience applicable to the Project. The proposal shall be limited to 20 double-sided pages (8.5 inches x 11 inches), inclusive of graphics, forms, pictures, photographs, dividers, etcetera, but not of cost proposal, resumes, required forms, certifications, front and back covers, or letters of commitment from sub-consultants. The required font size is 12 point, with minimum left and right margins of one-inch, and top and bottom margins of 0.7 inches.
Each proposal will adhere to the following order and content of sections. Proposal should be straightforward, concise and provide “layman” explanations of technical terms that are used.
Emphasis should be concentrated on conforming to the RFP instructions, responding to the RFP requirements, and on providing a complete and clear description of the offer. Proposals, which appear unrealistic in the terms of technical commitments, lack of technical competence or are indicative of failure to comprehend the complexity and risk of this contract, may be rejected. The following proposal sections are to be included in the Vendor’s response:
A. Vendor Cover Letter
A cover letter, not to exceed three pages in length, should summarize key elements of the proposal and shall:
Confirm that all elements of th is RFP have been reviewed and understood; Include a statement of intent to perform the services as outlined; Express company’s willingness to enter into an agreement under the terms and conditions prescribed by this RFP, insurance requirements (Attachment A) and in the sample Service Agreement (Attachment B);
Submit a written description and brief history of the company’s experiences, qualifications and successes in providing ARPA administration services described herein. Please indicate the number of employees, client base and location of offices.
Indicate the address and teleph one number of the vendor’s office located nearest to Richmond, California and the office from which the project will be managed. Stipulate that the proposal pri ce will be valid for a period of at least 180 days. Identify a single person for cont act during the RFP review process; and Cover letter shall be signed by an authorized official of the company.
B. Project Approach and Scope of Services
Describe how your firm will approach the project, showing that you understand the scope of work of the project. Provide a detailed scope of services which reflects the Scope of Services described in t his RFP. Proposals must address all items set forth
in Section "Scope of Services." Additional information which, i n your opinion, should be included must be cl early identified.
C. Work Plan and Project Schedule
Provide a work plan and timeline for the project, including when information is needed from the City and the proposed meeting dates.
D. Experience
List of Representative Projects. List of representative project s undertaken by Respondent in the last 5 years dem onstrating related experience in each category of the project. Identify the names of organizations, and names, em ail address and telephone numbers of persons who can be contacted with regard t o the services you have provided.
Identify all previous and current contracts with the City of Ri chmond. Include a contact name, description of services, and dates of services performed.
E. Key Personnel
Identify the names and specific qualifications, experience, and appropriate licenses held, if applicable, of the primary staff to be assigned to the project. Include a resume for all primary staff. I nclude any subconsultants which Respondent proposes to use for any portion of the services. Respondent sh all also identify a Management Contact (Representative authorized to sign an agreem ent for your firm) and a Project Manager (person responsible for day-to-day manage ment of the project). The successful Respondent may only change the Managem ent Contact, Project Manager, and other supporting staff and specialists wit h prior written permission of the City.
F. Cost Information
Include a detailed cost proposal for each section of the scope of work inclusive of all hourly rates, anticipated travel, and other incidental costs an d charges.
G. Value Added Services
Please provide any additional services of benefit not specifically required herein, which the Respondent offers to provide.
H. Contractor Assignmen t of Sub-Contract
The resulting contract shall not be assigned, transferred, or sublet, in whole or in part, without the prior written approval of the City of Richmond. If Proposers intend to subcontract any portion of the resulting contract, they must describe their process for selecting such subcontractor(s) and the quality control measures that the Proposer will employ to ensure that any subcontractor complies with the provisions of Proposer’s contract with the City.
I. Exceptions to this Request for Proposals
The proposer shall state whether or not it takes exception(s) to this RFP, including but not limited to the City of Richmond’s Standard Services Agreement – RFP (Attachment B). If the proposer does take exception(s) to any portion of the RFP or contract, the specific portion to which exception(s) is taken must be identified by section number and explained. Requests for changes or additions to sections of City of Richmond’s Standard Services Agreement must be shown by requesting deletion of specific words and/or by providing new requested contract language. Requests for complete replacement of the City of Richmond’s Standard Services Agreement for another contract will not be granted. Failure to make exceptions to the RFP or Standard Services Agreement within the proposal will be deemed a waiver of any objection.
Exceptions will be considered during the proposal evaluation process.
J. Statement of Impartiality and Disclosure
The nature of this Project requires an impartial unbiased approach on the part of the proposer’s team. This proposal shall include a statement declaring that the proposer’s and sub-consultants are not currently, and will not, during the performance of these services, participate in any other similar work involving a third-party with interests currently in conflict or likely to be in conflict with City of Richmond’s interests.
Additionally, proposer is required to disclose any pending or active investigations or litigation that may affect the reputation or ability of the proposer to carry out the Project.
PROCESS FOR SUBMITTING PROPOSALS
Questions Concerning Request for Proposals
All questions must be submitted via the electr onic BidsOnline system on the Q &A tab by 5:00pm PST, on October 5, 2022. If the City finds it necessary to issue an addendum, prospective Offerors will receive e-mail notification of addendum . Otherwise, answers to questions received will be provided on the Q&A tab and notif ication will be sent by October 7, 2022. It is the proposer’s responsibility to periodically check the BidsOnline website www.ci.richmond.ca.us/bids for any possible Addenda to the RFP that may have been posted.
Any party submitting a proposal shall not contact or lobby any City Council member, City official, employee (except those specified for contact) or agent regarding the RFP. Any party attempting to influence or circumvent the RFP, bid submittal, and review process may have their proposal rejected for violating this provision of the RFP.
Interested parties may download copies of the above mentioned p roposal by visiting the City's web site, www.ci.richmond.ca.us/bids. To download RFP, new vendors will be required to register. Once the vendor downloads any documents r elative to a solicitation, that vendor's name will appear on the Prospective Bidders list for t hat project and will
receive any addenda or notifications relating to the RFP.
Submission of Proposals
The proposal and any required certifications shall be signed by an individual or individuals authorized to execute legal documents on behalf of the proposer.
Electronic Proposals shall be submitted via the City’s secure online bidding system. All required sections of the proposal must be submitted via the website. Contractor is solely responsible for “on time” submission of their electronic proposal. The Bid Management System will not accept late proposals and no exceptions shall be made. Contractors will receive an e- bid confirmation number with a time stamp from the Bid Management System indicating that their bid was submitted successfully. The City will only receive those proposals that were transmitted successfully.
The proposal must be received no later than 3:00 p.m., local time, on October 19, 2022.
The City of Richmond reserves the right to waive inconsequential irregularities.
GENERAL GUIDELINES
This RFP does not commit the City of Richmond to award a contract, to defray any costs incurred in the preparation of a proposal pursuant to this RFP, or to procure or contract for work. The City of Richmond may reject a proposal without providing the reason(s) underlying the declination. A failure to award a contract to the proposer with the lowest cost proposal shall not constitute a valid cause of action against the City of Richmond. The City shall not be responsible for work done, even in good faith, prior to final approval of the proposed contract.
The City may investigate the qualifications of any respondent under consideration, require confirmation of information furnished by the respondent, and require additional evidence or qualifications to perform the Services described in this RFP.
The City reserves the right to:
1. Reject any or all proposals.
2. Issue subsequent Requests for Proposal.
3. Postpone opening for its own convenience.
4. Remedy technical errors in the Request for Proposal process.
5. Negotiate with any, all, or none of the Respondents.
6. Solicit best and final offers from all or some of the Respondents.
7. Select one or more Respondents.
8. Accept other than the lowest proposed fees.
9. Waive informalities and irregularities in proposals.
Public Records
All proposals submitted in response to this RFP become the property of the City of Richmond and public records and, as such, may be subject to public review. Documents protected by law from public disclosure will not be disclosed by the City of Richmond if clearly marked with the word "confidential" on each applicable page. Trade secrets may be marked as confidential only to the extent they meet the requirements of California Government Code section 6254.7. Only information claimed to be a trade secret at the time of submittal to the City of Richmond and marked as "confidential" will be treated as a trade secret.
Insurance Requirements
The City of Richmond requires consultants doing business with it to obtain insurance, as shown in RFP Attachment A. The required insurance certificates must comply with all requirements of the standards as shown and must be provided within fifteen (15) days of issuance of the Notice of Intent to Award and prior to the commencement of any work on the Project.
Business Licenses
The successful Contractor and all subcontractors used in the work will be required to hold or to obtain a City of Richmond business license for which the fee will not be waived.
Compliance with City Ordinances
The contractor and all subcontractors shall comply with the City of Richmond Nondiscrimination Clauses in City Contracts Ordinance (Richmond Municipal Code (RMC) Chapter 2.28), Business Opportunity Ordinance (RMC Chapter 2.50), Local Employment Program Ordinance (RMC Chapter 2.56), Living Wage Ordinance (RMC Chapter 2.60) and Ordinance Banning the Requirement to Provide Information of Prior Criminal Convictions on all Employment Applications (“Ban the Box”) (RMC Chapter 2.65), which are incorporated into the Contract Documents by this reference.
Sanctuary City Contracting Ordinance (SCCO)
The Richmond Sanctuary City Contracting Ordinance No. 12-18 (Attachment C) prohibits the City from granting and or retaining contracts with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Proposers must submit the attached Sanctuary City Compliance Statement with their Proposal. (Attachment D)
Limited Liability Company Disclosure Statement (LLCS)
Resolution No. 86-21 (Attachment E), approved by City Council on July 6, 2021, requires disclosure of the identities of beneficial & responsible owners of Limited Liability Corporations (LLC). Proposers must submit the attached Disclosure Statement of Limited Liability Companies Form with their Proposal (Attachment F).
Collusion
By submitting a proposal, each respondent represents and warrants that its proposal is genuine and not false or collusive or made in the interest of, or on behalf of any person not named therein; that the respondent has not directly or indirectly induced or solicited any other person to submit a false proposal, or any other person to refrain from submitting a proposal; and that the respondent has not, in any manner, sought collusion to secure any improper advantage over any other person submitting a proposal.
Withdrawal of Proposals
A respondent may withdraw their proposal before the expiration of the time for submission of proposals by delivering to the Finance Department a written request for withdrawal signed by, or on behalf of, the respondent.
Ownership of Documents
All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials produced for the Project shall be the sole and exclusive property of the City. No such materials or properties produced in whole or in part for the Project shall be subject to private use, copyrights or patent rights by Respondent in the United States or in any other country without the express written consent of the City. The City shall have unrestricted authority to publish, disclose (except as may be limited by the provisions of the Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced for this project.
PROPOSAL EVALUATION AND SELECTION PROCESS
All proposals shall be reviewed to verify that the Respondent has met the minimum requirements. Proposals that have not complied with requirements, do not meet minimum content and quality standards, or take unacceptable exceptions to the General Terms and Conditions of the Service Agreement, will be eliminated from further consideration. Proposals will be reviewed and evaluated by an evaluation committee comprised of City of Richmond personnel.
The top Proposals may then be invited to make a presentation to the evaluation panel in a City Office in Richmond, California, at no cost to the City. The selected proposal shall provide the most cost effective approach that meets the City’s requirements. The lowest price proposal will not necessarily be selected.
The City reserves the right to reject any or all proposals, or to make no award. The City also reserves the right to require modifications follow-up with requests for additional information, including, but not limited to, follow-up interviews. The City may request Best and Final offers based upon improved understanding of the offers or changed scope of service. The City will negotiate with that vendor to determine final pricing, and contract form. Because this proposal is negotiable, all pricing data will remain confidential until after award is made, and there will be no public opening and reading of Proposals. Overall responsiveness to the RFP is an important factor in the evaluation process. The criteria upon which the evaluation of the proposals will be based include, but are not limited to, the following:
Project Approach, Scope of Services, Work Plan and Schedule – 35%
Work plan demonstrates an effi cient use of time and resources. Work plan aligns with ARPA r eporting deadlines and reflects an understanding of City’s needs and ability to provide the services
Understanding of work to be done and detailed scope of work Distinguishing features , skills and or services
Qualifications and Experience – 30%
Experience in federal gr ant management and understanding of federal guidance to fiscal and program compliance and reporting
Experience developing tr acking and monitoring tools
Experience providing technica l assistance to government staff and sub-recipients. Experience implementing public communications regarding goals, expenditures and outcomes data
Knowledge of federal and stat e funding opportunities
Project Lead and Team – 20%
Demonstrate possession of the skills and federal grant management experience necessary to execute project
Cost Proposal – 15%
Proposed costs are competitive with industry rates
Interview/presentations
The City may, at its discretion, invite a shortlist of Respondents to participate in a panel interview to be held at the City. To be considered for an interview, a Respondent must
receive an average score of 74% or higher on the qualitative proposal portion of the evaluation. The City may require that Respondents prepare a presentation as part of the interview. No Respondent shall be entitled to or otherwise gua ranteed an interview.
Respondent may be eliminated from consideration based solely on inability to meet minimal requirements and/or review of written proposals. The City shall be the sole judge of the acceptability of the system in conformance with the specifications and its decision shall be final.
Pre-Award Negotiations
After the proposals are opened, but prior to award, the City may elect to conduct negotiations with the highest ranked respondent for purposes of:
Resolving minor differences and information
Clarifying necessary det ails and responsibilities
Emphasizing import ant issues and points
Receiving assurances from respondents
Cost/budget clarifications
If the City cannot successfully n egotiate a contract with the h ighest ranked respondent, the City may begin negotiations with the second highest ranked respondent.
Selection may be made without further discussion, negotiations, or Offeror’s presentations; therefore, Offeror shall offer the most favorable terms in response to this RFP. Offeror must demonstrate an understanding of the scope of service to be provided and the ability to accomplish the tasks set forth. Offeror shall include information that will enable the City to determine the Offeror’s overall qualifications. The City reserves the right to request additional information or clarification on any matter included in the proposal response, to enable the City to arrive at the final award decision.
Award - When the Review Panel has completed its work, City staff will then recommend a Financial Advisor firm to the City Manager and City Council for approval. The services provided by the successful bidder shall be governed by a Standard Services Agreement (Attachment B).
Attachments
A. Insurance Requirements
B. Standard Contract
C. Sanctuary City Contra cting Ordinance No. 12-18
D. Sanctuary City Co mpliance Statement
E. Limited Liability Company Disclosure Resolution No. 86-21 F. Limited Liability Com pany Disclosure Statement