RFP [170-1395-19] – [Oregon Retirement Savings Board Investment Consultant]

STATE OF OREGON

COVER PAGE

OREGON STATE TREASURY

OREGON RETIREMENT SAVINGS BOARD

INVESTMENT CONSULTANT

Request for Proposal (RFP)

170-1395-19

Date of Issue: February 1, 2019

Closing Date and Time: March 11, 2019 by 12:00 PM Pacific Time

Single Point of Contact (SPC): Josh Woodmansee, Procurement Officer

Address: 350 Winter St NE, Suite 100City, State, Zip Salem, OR 97301Phone (voice) 503-378-6785Phone (fax) 503-373-1500E-mail: josh.woodmansee@ost.state.or.us and purchasing@ost.state.or.us

The State of Oregon promotes equal opportunity for all individuals without regard to age, color, disability, marital status, national origin, race, religion or creed, sex or gender, sexual orientation, or veteran status.

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RFP [170-1395-19] – [Oregon Retirement Savings Board Investment Consultant]

TABLE OF CONTENTS

SECTION 1: GENERAL INFORMATION 51.1 INTRODUCTION 51.2 SCHEDULE 51.3 SINGLE POINT OF CONTACT (SPC) 6

SECTION 2: AUTHORITY, OVERVIEW, AND SCOPE 62.1 AUTHORITY AND METHOD 62.2 DEFINITION OF TERMS 62.3 OVERVIEW AND PURPOSE 72.4 SCOPE OF WORK/SPECIFICATIONS 9

SECTION 3: PROCUREMENT REQUIREMENTS 103.1 MINIMUM QUALIFICATIONS 103.2 MINIMUM SUBMISSION REQUIREMENTS 113.3 [ROUND 1] PROPOSAL REQUIREMENTS 12

SECTION 4: [ROUND 1] SOLICITATION PROCESS 134.1 PUBLIC NOTICE 144.2 PRE-PROPOSAL CONFERENCE 144.3 QUESTIONS / REQUESTS FOR CLARIFICATIONS 144.4 SOLICITATION PROTESTS 144.5 PROPOSAL DELIVERY OPTIONS 154.6 PROPOSAL MODIFICATION OR WITHDRAWAL 154.7 PROPOSAL DUE 164.8 [RESERVED] 164.9 PROPOSAL REJECTION 164.10 [ROUND 1] EVALUATION PROCESS164.11 POINT AND SCORE CALCULATIONS 234.12 [ROUND 1] RANKING OF PROPOSERS 234.13 NEXT STEP DETERMINATION 234.14 [RESERVED] 244.15 SCORING AND RANKING OF PROPOSERS FOR SUBSEQUENT ROUNDS 24

SECTION 5: AWARD AND NEGOTIATION 245.1 AWARD NOTIFICATION PROCESS 245.2 INTENT TO AWARD PROTEST 245.3 APPARENT SUCCESSFUL PROPOSER SUBMISSION REQUIREMENTS 255.4 CONTRACT NEGOTIATION 26

SECTION 6: ADDITIONAL INFORMATION 266.1 CERTIFIED FIRM PARTICIPATION 276.2 GOVERNING LAWS AND REGULATIONS 276.3 OWNERSHIP/PERMISSION TO USE MATERIALS 276.4 CANCELLATION OF RFP; REJECTION OF PROPOSAL; NO DAMAGES. 276.5 COST OF SUBMITTING A PROPOSAL 276.6 STATEWIDE E-WASTE/RECOVERY PROCEDURE 286.7 RECYCLABLE PRODUCTS 286.8 [RESERVED] 286.9 [RESERVED] 28

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RFP [170-1395-19] – [Oregon Retirement Savings Board Investment Consultant]

LIST OF ATTACHMENTS

ATTACHMENT A SAMPLE CONTRACT

ATTACHMENT B DISCLOSURE EXEMPTION AFFIDAVIT

ATTACHMENT C PROPOSER INFORMATION AND CERTIFICATION SHEET

ATTACHMENT D REFERENCE CHECK FORM

ATTACHMENT E PRICE PROPOSAL FORM

ATTACHMENT F COBID CERTIFICATION / OUTREACH PLAN

ATTACHMENT G RESPONSIBILITY INQUIRY

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SECTION 1: GENERAL INFORMATION

1.1 INTRODUCTION

The State of Oregon, acting by and through the Office of the State Treasurer (“Treasury” or “Agency”) on behalf of the Oregon Retirement Savings Board (“ORSB” or “Board”), is issuing this Request for Proposal (“RFP”) for Investment Consultant services (the “Services”). All firms submitting proposals are referred to as Proposers in this document. After negotiations, the awarded Proposer will be designated as Investment Consultant (“Consultant”). The Oregon State Treasury (“OST”) provides staff to the Board pursuant to ORS 178.200(8).

The Investment Consultant Services solicited through this RFP include, but may not be limited to, providing advice, consultation and education about investment policy and investment offerings, performing analysis and research, and providing monitoring and reporting related to the Oregon Retirement Savings Program, known as OregonSaves.

Additional details on the Scope of the goods or services or both are included in the Scope of Work/Specifications section.

The successful firm will demonstrate superior experience and capability in investment consulting to institutional defined contribution programs of similar size and complexity. The successful firm will also demonstrate a high capacity for working collaboratively within and across the organizations and teams that work with the Board.

Agency anticipates the award of one Contract from this RFP.

The initial term of the Contract is anticipated to be 5 years with options to renew up to a cumulative maximum of 9 years.

1.2 SCHEDULE

The table below represents a tentative schedule of events. All times are listed in Pacific Time. All dates listed are subject to change. N/A denotes that event is not applicable to this RFP.

Event Date Time

Pre-Proposal Conference N/A N/A

Questions / Requests for Clarification Due February 8, 2019 12:00 PM PST

Answers to Questions / Requests for Clarification Issued (approx.)

February 14, 2019

RFP Protest Period Ends7 calendar days prior to RFP Closing

Closing (Proposal Due) March 11, 2019 at 12:00 PM PST

Opening of Proposal N/A N/A

Interviews (approx.) TBD

Issuance of Notice of Intent to Award (approx.) April 15, 2019

Award Protest Period Ends7 calendar days after Notice of Intent to Award

1.3 SINGLE POINT OF CONTACT (SPC)

The SPC for this RFP is identified on the Cover Page, along with the SPC’s contact information. Proposer shall direct all communications related to any provision of the RFP only to the SPC, whether about the technical requirements of the RFP, contractual requirements, the RFP process, or any other provision.

SECTION 2: AUTHORITY, OVERVIEW, AND SCOPE

2.1 AUTHORITY AND METHOD

Agency is issuing this RFP pursuant to its authority under ORS 279B.060.

Agency is using the Competitive Sealed Proposal method, pursuant to ORS 279B.060 and OAR 137-047-0260. Agency may use a combination of the methods for Competitive Sealed Proposals, including optional procedures: a) Competitive Range; b) Discussions and Revised Proposals; c) Revised Rounds of Negotiations; d) Negotiations; e) Best and Final Offers; and f) Multistep Sealed Proposals.

2.2 DEFINITION OF TERMS

For the purposes of this RFP, capitalized words are defined in OAR 137-046-0110 or as defined below or elsewhere in this RFP.

“Board” means the Oregon Retirement Savings Board established in ORS 178.200(1).

“Program” means the Oregon Retirement Savings Program established by the Board pursuant to ORS 178.205(1).

“Standard Elections” means the default Program elections applicable to a Participating Employee who has not opted for different elections, as specified in OAR 170-080-0030.

2.3 OVERVIEW AND PURPOSE

2.3.1 Overview and Background

In 2015, the Oregon Legislative Assembly enacted House Bill 2960, which is codified at ORS 178.200 through 178.245 (the "2015 Act") , which established the Board and directed it to develop a simple, voluntary, payroll-deduction retirement savings program for Oregonians lacking access to a qualified retirement plan through their employer. The Program, known as OregonSaves, is intended to increase the retirement savings of Oregonians by improving access and by providing a portfolio of well-managed investment options for savers. The Program is governed by the Board and is operated by the Board through a contract with a private-sector service provider

The 2015 Act provides that the Program established by the Board must:

A. Allow eligible individuals employed for compensation in this state to contribute to an account established under the Program through payroll deduction.

B. Require an employer to offer its employees the opportunity to contribute to the Program through payroll deductions unless the employer offers a qualified retirement plan, including but not limited to a plan qualified under section 401(a), section 401(k), section 403(a), section 403(b), section 408(k), section 408(p) or section 457(b) of the Internal Revenue Code.

C. Provide for automatic enrollment of employees and allow employees to opt out of the Program.

D. Have a default contribution rate set by the board by rule.E. Offer default escalation of contribution levels that can be increased or decreased within the

limits allowed by the Internal Revenue Code.F. Provide for contributions to the Program to be deposited directly with the investment

administrator for the Program.G. Whenever possible, use existing employer and public infrastructure to facilitate

contributions to the Program, recordkeeping and outreach.H. Require no employer contributions to employee accounts.I. Require the maintenance of separate records and accounting for each Program account.J. Provide for reports on the status of Program accounts to be provided to Program

participants at least annually.K. Allow for account owners to maintain an account regardless of place of employment and to

roll over funds into other retirement accounts.L. Pool accounts established under the Program for investment.M. Be professionally managed.N. Provide that the State of Oregon and employers that participate in the Program have no

proprietary interest in the contributions to or earnings on amounts contributed to accounts established under the Program.

O. Provide that the investment administrator for the Program is the trustee of all contributions and earnings on amounts contributed to accounts established under the Program.

P. Not impose any duties under the Employee Retirement Income Security Act of 1974 (29 U.S.C. 1001 et seq.) on employers.

Q. Keep administration fees in the Program low.R. Allow the use of private sector partnerships to administer and invest the contributions to

the Program under the supervision and guidance of the Board.S. Allow employers to establish an alternative retirement plan for some or all employees.

The Program started with a pilot on July 1, 2017 with employers who expressed interest in participating early. The statewide roll out of the Program started on October 15, 2017, beginning with employers with 100 or more employees. The Program is rolling out to smaller employers in waves through 2020. As of November 15, 2018, more than 45,000 employees (73% of those eligible) had enrolled in the Program, and assets under management totaled more than $9.3 million.

When fully implemented, it is anticipated that the Program may be made available to over 1 million Oregonians, which is over half the working population, and one quarter of all residents of the state.

600,000 Oregonians whose employer does not offer a retirement savings plan 200,000 Oregonians whose employer offers a plan for which they are not eligible 200,000 Oregonians who are contract workers or otherwise self-employed

The Board is responsible for making decisions about the investments offered to Program participants. The Program maintains separate individual retirement accounts (“IRAs”) for each participant. Currently, the Program offers three distinct types of investment options, as follows:

Age-based / Target Date Funds A Capital Preservation Fund A Growth Fund

Standard elections of the Program for participants using payroll deduction are as follows: Initial rate of contribution to the Program is 5% of Compensation; The contribution will be automatically increased at the rate of 1% of Compensation on

January 1 each year, beginning January 1, 2019, until a maximum of 10% of Compensation is reached, except capped at a lower rate where 10% would exceed age-based IRA contribution thresholds;

Investments:o The first $1,000 in contributions are invested in the OregonSaves Capital

Preservation Fund;o All subsequent contributions are invested in the OregonSaves Target Retirement

Fund based on the participant’s age and year of retirement (assuming a retirement age of 65); and

The OregonSaves Account structure will be a Roth IRA and contributions will occur on a post-tax basis.

The Program’s investment policy statement, market analysis, feasibility study, and annual reports can be found at www.oregon.gov/retire .

2.3.2 Purpose

The Board is seeking a Consultant that will:

1. Provide a higher level of expertise than is currently available from staff and the members of the Board.

2. Provide independent and objective opinions.3. Provide information and tools currently unavailable to staff and the Board.

4. Recognize and acknowledge the burden of fiduciary responsibility owed to the Program’s participants.

2.4 SCOPE OF WORK/SPECIFICATIONS

It is the intention of the Board to contract with an investment consultant, operating in a fiduciary capacity, to perform/provide the investment consultant services below on an ongoing basis to the Board. Attendance at all Board meetings is required. The Board typically meets four times a year; however, when circumstances dictate, the Board may meet more frequently.

1. Investment Policy Development and Review . a. The Consultant will critique the existing investment policy, assist in drafting

recommended modifications, and provide ongoing recommended changes as needed. Additionally, the Consultant will advise the Board regarding “best practices” in preparation of other procedures and policies.

2. Investment Performance Monitoring/Review . a. The Consultant will provide the following investment option monitoring/review

services:i. Advise the Board and staff as to the continuing appropriateness of the

contracted program administrator and each investment option offered;ii. Conduct periodic onsite visits to the contracted program administrator and

other service providers;iii. Provide opinions, in writing, regarding the appropriate use of the

investment options within the Program.iv. Advise the Board and staff of significant organizational changes at the

contracted program administrator, fund managers, and other service providers, including changes in key investment management personnel.

3. Fee negotiation and monitoring . a. The Consultant will participate in fee negotiation and assist in ensuring that the

Program receives the most advantageous fess and terms from the contracted program administrator and investment managers. The Consultant will provide reporting that accounts for the Program’s all-in fees on a quarterly basis.

4. Quarterly Performance Reporting . a. On a quarterly basis, Consultant shall monitor, review, and evaluate all investment

funds and options used in the Program and provide a formal report of such review and evaluation.

5. Investment Manager Searches. a. The Consultant shall assist Treasury and the Board with investment manager

search activity and make recommendations to the Board regarding the hiring of any investment manager.

6. Recordkeeper Searches. a. The Consultant shall assist Treasury and the Board with program administrator

search activity and make recommendations to the Board regarding the hiring of any program administrator.

7. Program Data Reporting . a. The Consultant will provide a monthly and quarterly report of Program

information, using data sourced from the contracted program administrator and the Program. This report is separate and distinct from a quarterly investment performance report. The information in this report will include information about

the Program and its participants, including for example demographic information, deferral rates, redemption rates, penetration rates by county in Oregon, assets by participant age and employer size, etc.

8. Custom Fund Creation . a. Although the Program currently utilizes “off the shelf” mutual funds, it is desired

that the Consultant have experience and expertise in designing and implementing customized funds. As the Program grows, the Consultant will advise on the continued appropriateness of “off the shelf” mutual funds versus creating customized funds. In this circumstance, the Consultant will conduct periodic reviews of asset allocations and make recommendations for structural changes and modifications, if any, to customized funds.

9. Program Design . a. The Consultant will work with the Board and staff, as requested, to provide input

and advice with respect to Program design issues including but not limited to:i. The organization of services under the Program;

ii. The structure of an investment option menu;iii. The expansion of the Program to include new services or product offerings.

10. Transitions . a. The Consultant may be asked to assist in the transition of administrative or

investment management services or assets from one provider to another.11. Ongoing interaction with Treasury staff .

a. The Consultant will serve as an ongoing resource for the staff overseeing the Program. The Consultant will be called upon to participate in the evaluation and decision-making process for many elements of the Program, not necessarily just those that are investment-related.

12. Special Projects . a. The Consultant will prepare special research projects, for the Board or staff, upon

request.13. Board Education .

a. The Consultant will provide topical education on investment topics to the Board periodically.

SECTION 3: PROCUREMENT REQUIREMENTS

3.1 MINIMUM QUALIFICATIONS

To be considered for evaluation, Proposal must demonstrate how Proposer meets all requirements of this section:

3.1.1 Minimum Proposer Qualifications

Provide your firm’s specific responses demonstrating that you meet each of the following Minimum Qualifications (IF YOU DO NOT DOCUMENT AND SUPPORT YOUR FIRM’S RESPONSE TO THE FOLLOWING FIVE MINIMUM QUALIFICATIONS, YOUR FIRM’S PROPOSAL WILL NOT BE CONSIDERED FURTHER.):

1) The firm must be a registered investment advisor with the SEC under the Investment Advisors Act of 1940.

a. Must provide copies of Form ADV, Parts 1 and 2

2) The firm must provide consultation primarily to institutional investors;

3) The firm must provide consultation to defined contribution plans such as 401(k), 457 and 529 plans;

4) The firm must have full-service traditional consulting capabilities (including but not limited to consultation on asset allocation, manager research, and performance monitoring);

5) The firm must have experience conducting plan administration search and selection for institutional defined contribution plans, and in monitoring and reporting on provider and program performance; and

6) The firm must be willing to serve as a fiduciary to the Program under the standards promulgated by the U. S. Securities and Exchange Commission applicable to investment advisors.

3.2 MINIMUM SUBMISSION REQUIREMENTS

3.2.1 [ROUND 1] Proposal Submissions

To be considered for evaluation, Proposal must contain each of the following elements (further detailed in Proposal Requirements section below):

Executive Summary Administrative Proposal Technical Proposal Disclosure Exemption Affidavit (Attachment B) (if applicable) – submit 1 copy only Proposer Information and Certification Sheet (Attachment C) Reference Check Form (Attachment D) Price Proposal Form (Attachment E) COBID Certification / Outreach Plan (Attachment F) - submit 1 copy only Responsibility Inquiry (Attachment G) - submit 1 copy only Key Persons and Resumes Work Samples

o A target date fund or target date fund family evaluation report

o A quarterly or annual report to a board or other governing entity covering program and performance review

o A recordkeeper/plan administrator due diligence report

o An investment service provider due diligence report

o A ‘trends and issues’-style publication, research or white paper

3.2.2 Proposal Page Limits

Proposal is limited to 15 pages. Any pages exceeding this limit will not be provided to the evaluation committee or considered in the evaluation. The following items do not count toward the page limit:

Disclosure Exemption Affidavit (Attachment B) Proposer Information and Certification Sheet (Attachment C) Reference Check forms Price Proposal COBID Certification / Outreach Plan (Attachment F) Responsibility Inquiry (Attachment G) Work samples

3.2.3 Proposal Format and Quantity

Proposal should follow the format and reference the sections listed in the Proposal Requirements section. Responses to each section and subsection should be labeled to indicate the item being addressed. Price information must be submitted as a separate electronic file/sealed envelope.

Proposer shall submit both a hard copy on white 8 ½” x 11” Recycled Paper and an electronic copy on electronic media such as USB drive, DVD, or CD. The total combined size of the Proposal and Coversheet should be compressed so it does not exceed 10 megabytes.

The Proposer Information and Certification Sheet (Attachment C) must bear the Proposer’s authorized representative’s original Signature. If Proposer believes any of its Proposal is exempt from disclosure under Oregon Public Records Law (ORS 192.311 through 192.478), Proposer shall submit a Disclosure Exemption Affidavit (Attachment B) signed by the Proposer’s authorized representative and a fully redacted version of its Proposal, clearly identified as the redacted version.

Proposer shall submit its Proposal in a sealed package addressed to the SPC with the Proposer’s name and the RFP number clearly visible on the outside of the package.

Proposer’s electronic copy of the Proposal on USB drive, DVD, or CD must be formatted using Adobe Acrobat (pdf), Microsoft Word (docx), or Microsoft Excel (xlsx).

3.2.4 Authorized Representative

Failure of the authorized representative to sign the Proposal may subject the Proposal to rejection by Agency.

3.3 [ROUND 1] PROPOSAL REQUIREMENTS

Proposal must address each of the items listed in this section and all other requirements set forth in this RFP. Proposer shall describe the Services to be performed. A Proposal that merely offers to provide the services as stated in this RFP may be considered non-Responsive to this RFP and may not be considered further.

Proposal should not include extensive artwork, unusual printing or other materials not essential to the utility and clarity of the Proposal. Do not include marketing or advertising material in the Proposal, unless requested. Proposal should be straightforward and address the requests of the RFP. Proposal containing unsolicited marketing or advertising material may receive a lower evaluation score if specific information is difficult to locate.

3.3.1 Proposer Information and Certification Sheet

Proposer shall complete and submit the Proposer Information and Certification Sheet (Attachment C).

Failure to demonstrate compliance with Oregon Tax Laws and sign the Proposer Information and Certification Sheet may result in a finding of non-Responsibility.

3.3.2 References

Provide 3 references from current or former client firms for similar projects performed for any clients within the last 5 years. References must be able to verify the quality of previous, related work.

Agency may check to determine if references provided support Proposer’s ability to comply with the requirements of this RFP. Agency may use references to obtain additional information, or verify any information needed. Agency may contact any reference (submitted or not) to verify Proposer’s qualifications.

Proposer shall submit reference names and contact information. Agency will make three attempts to contact each of the references provided by the Proposer.

3.3.3 Price Proposal

Submit a detailed Price Proposal (Attachment E) stating the price for each deliverable and the total price for the entire project. Include a breakdown of all labor, profit and expenses.

3.3.4 Key Persons and their Resumes

Specify key persons to be assigned to this project, and include a current resume (not to exceed two pages each) for each individual that demonstrates qualifications and experience for the work described.

3.3.5 Project Implementation Plan

Briefly describe how Proposer would carry out the major activities of this project in context with the Scope of Work. Provide a comprehensive management plan that the Proposer intends to follow. Illustrate how the plan will serve to coordinate and accomplish the work.

3.3.6 Responsibility Inquiry

Prior to award, Proposer shall be required to complete and submit Attachment G — Responsibility Inquiry.

SECTION 4: [ROUND 1] SOLICITATION PROCESS

4.1 PUBLIC NOTICE

The RFP and attachments are published in the Oregon Procurement Information Network (ORPIN) at https://orpin.oregon.gov. RFP documents will not be mailed to prospective Proposers.

Modifications, if any, to this RFP will be made by written Addenda published in ORPIN. Prospective Proposer is solely responsible for checking ORPIN to determine whether or not any

Addenda have been issued. Addenda are incorporated into the RFP by this reference.

4.2 PRE-PROPOSAL CONFERENCE

A Pre-Proposal conference will not be held for this RFP.

4.3 QUESTIONS / REQUESTS FOR CLARIFICATIONS

All inquiries, whether relating to the RFP process, administration, deadline or method of award, or to the intent or technical aspects of the RFP must:

Be delivered to the SPC via email, fax, hard copy; Reference the RFP number; Identify Proposer’s name and contact information; Refer to the specific area of the RFP being questioned (i.e. page, section and paragraph number); and Be received by the due date and time for Questions/Requests for Clarification identified in the Schedule.

4.4 SOLICITATION PROTESTS

4.4.1 Protests to RFP

Prospective Proposer may submit a Written protest of anything contained in this RFP, including but not limited to, the RFP process, Specifications, Scope of Work, and the proposed Sample Contract.  This is prospective Proposer’s only opportunity to protest the provisions of the RFP, except that Proposer may protest Addenda as provided below and Proposer may take exception to the terms and conditions of the Sample Contract marked as negotiable as set forth in the Negotiations Section.

4.4.2 Protests to Addenda

Prospective Proposer may submit a Written protest of anything contained in the respective Addendum. Protests to Addenda, if issued, must be submitted by 5 p.m. Pacific Time of the second Business Day after issuance of the respective Addendum or the date/time specified in the respective Addendum, or they will not be considered. Protests of matters not added or modified by the respective Addendum will not be considered.

4.4.3 All Protests must:

Be delivered to the SPC via email, fax, hard copy; Reference the RFP number; Identify prospective Proposer’s name and contact information; Be sent by an authorized representative; State the reason for the protest, including:

o the grounds that demonstrate how the procurement process is contrary to law, unnecessarily restrictive, legally flawed, or improperly specifies a brand name; and

o evidence or documentation that supports the grounds on which the protest is

based State the proposed changes to the RFP provisions or other relief sought; Protests to the RFP must be received by the due date and time identified in the Schedule;

and Protests to Addenda must be received by the due date identified in the respective

Addendum.

4.5 PROPOSAL DELIVERY OPTIONS

Proposer is solely responsible for ensuring its Proposal is received by the SPC in accordance with the RFP requirements before Closing. Agency is not responsible for any delays in mail or by common carriers or by transmission errors or delays, or for any mis-delivery for any reason. A Proposal submitted by any means not authorized below will be rejected. The following delivery options are permitted for this RFP:

Delivery through Mail or Parcel Carrier

A Proposal may be submitted through the mail or via parcel carrier, and must be clearly labeled and submitted in a sealed envelope, package or box. The outside of the sealed submission must clearly identify the Proposer’s name and the RFP number. It must be sent to the attention of the SPC at the address listed on the Cover Page.

OR

Delivery in Person

A Proposal may be hand delivered, and must be clearly labeled and submitted in a sealed envelope, package or box. A Proposal will be accepted, prior to Closing, during Agency’s normal Monday – Friday business hours of 8:00 a.m. to 5 p.m. Pacific Time, except during State of Oregon holidays and other times when Agency is closed. The outside of the sealed submission must clearly identify the Proposer’s name and the RFP number. It must be delivered to the attention of the SPC at the address listed on the Cover Page.

4.6 PROPOSAL MODIFICATION OR WITHDRAWAL

If a Proposer wishes to make modifications to a submitted Proposal it must submit its modification in one of the authorized methods listed in the Proposal Delivery Options section. To be effective the notice must include the RFP number and be submitted to the SPC prior to Closing.

If a Proposer wishes to withdraw a submitted Proposal, it must submit a Written notice signed by an authorized representative of its intent to withdraw to the SPC via email, fax, hard copy prior to Closing in accordance with OAR 137-047-0440. To be effective the notice must include the RFP number.

4.7 PROPOSAL DUE

A Proposal (including all required submittal items) must be received by the SPC on or before Closing. All Proposal modifications or withdrawals must be received prior to Closing.

A Proposal received after Closing is considered LATE and will NOT be accepted for evaluation.

A late Proposal will be returned to the Proposer or destroyed.

4.8 [RESERVED]

4.9 PROPOSAL REJECTION

Agency may reject a Proposal for any of the following reasons:

Proposer fails to substantially comply with all prescribed RFP procedures and requirements, including but not limited to the requirement that Proposer’s authorized representative sign the Proposal. Proposer has liquidated and delinquent debt owed to the State or any department or agency of the State. Proposer fails to meet the responsibility requirements of ORS 279B.110. Proposer makes any contact regarding this RFP with State representatives such as State employees or officials other than the SPC or those the SPC authorizes, or inappropriate contact with the SPC. Proposer attempts to influence a member of the Evaluation Committee. Proposal is conditioned on Agency’s acceptance of any other terms and conditions or rights to negotiate any alternative terms and conditions that are not reasonably related to those expressly authorized for negotiation in the RFP or Addenda.

4.10 [ROUND 1] EVALUATION PROCESS

4.10.1 Responsiveness and Responsibility determination

4.10.1.1 Responsiveness determination

A Proposal received prior to Closing will be reviewed to determine if it is Responsive to all RFP requirements including compliance with Minimum Qualifications section and Minimum Submission Requirements section. If the Proposal is unclear, the SPC may request clarification from Proposer. However, clarifications may not be used to rehabilitate a non-Responsive proposal. If the SPC finds the Proposal non-Responsive, the Proposal may be rejected, however, Agency may waive mistakes in accordance with OAR 137-047-0470.

4.10.1.2 Responsibility determination

Agency will determine if an apparent successful Proposer is Responsible prior to award and execution of the Contract. Proposers shall submit a signed Responsibility Inquiry form (Attachment G) with Proposal.

At any time prior to award, Agency may reject a Proposer found to be not Responsible.

4.10.2 Evaluation Criteria

Each Proposal meeting all Responsiveness requirements will be independently evaluated by members of an Evaluation Committee. Evaluation Committee members may change and Agency may have additional or fewer evaluators for optional rounds of competition. Evaluators will, in accordance with the score table, assign a score for each evaluation criterion listed below in this section. Scores will then be converted to points as described in

Section 4.11 below. Where a criterion has components, it is the components that will be scored. .

SPC may request further clarification to assist the Evaluation Committee in gaining additional understanding of Proposal. A response to a clarification request must be to clarify or explain portions of the already submitted Proposal and may not contain new information not included in the original Proposal.

SCORE EXPLANATION

10

OUTSTANDING - Response meets all the requirements and has demonstrated in a clear and concise manner a thorough knowledge and understanding of the subject matter and project. The Proposer provides insight into its expertise, knowledge, and understanding of the subject matter.

6 – 9VERY GOOD – Response provides useful information, while showing experience and knowledge within the category. Response demonstrates above average knowledge and ability with no apparent deficiencies noted.

5ADEQUATE – Response meets all requirements in an adequate manner. Response demonstrates an ability to comply with guidelines, parameters, and requirements with no additional information put forth by the Proposer.

1 – 4FAIR – Proposer meets minimum requirements, but does not demonstrate sufficient knowledge of the subject matter.

0RESPONSE OF NO VALUE – An unacceptable response that does not meet the requirements set forth in the RFP. Proposer has not demonstrated knowledge of the subject matter.

4.10.2.1 Consulting Firm (90 points maximum)

4.10.2.1.1 Organization, Ownership, and Independence – 36 points

Please provide a succinct response that satisfies the following questions:

a. Provide a brief history and high level description of your firm, including for how many years your firm has provided the types of consulting services you are proposing. In an environment of innovation and emerging requirements for state administered retirement programs (business, legal, stakeholder), describe how and why your firm is well positioned to meet the needs of the Program now and over the course of its development. If your firm has been involved in the evolution of state-based auto IRA programs, please describe.

b. Describe the ownership structure of your firm giving specific details with regard to any parent or affiliates. Include an organizational chart.

c. Describe the line(s) of business of your firm, any parent organization and any affiliated companies, including approximate size by business and line (employees, revenue, assets served).

d. Describe any recent or planned changes in ownership, leadership, organizational structure, and organizational capabilities. Recent should encompass the past three years.

e. Does your firm, its parent, affiliate, joint venture, its directors, officers or any employee sell information or any other services, directly or indirectly, to investment managers or financial service providers in categories that could reasonably be expected to be used by the Program? If so, describe in detail. Describe how you manage for potential conflicts of interest.

f. Disclose any other business relationships, affiliations, strategic alliances, joint ventures, and referral arrangements, if not previously disclosed in your response to this RFP.

g. Has your firm adopted the CFA Institute’s Code of Ethics and Standards of Professional Conduct? In general, how does your firm work internally and externally to ensure ethical conduct and compliance with all relevant laws and regulations.

h. If a subcontractor will perform work on the contract, identify each subcontractor to be used, their role, and their experience related to the evaluation used for the Proposer?

4.10.2.1.2 Employees – Servicing Team and Available Resources – 54 points

Please provide a succinct response that satisfies the following questions:

a. Describe the proposed team who will meet the service requirements of the Program, including highlights of their qualifications and experience working with programs and

projects similar to ours.

b. Does this team work together currently or will this be a newly constituted team; please describe - who will lead the team; how does the team manage its work and priorities; how is the team cultivated over time (education, professional development, industry engagement, public speaking, involvement in thought leadership work product, or other means).

c. Please provide descriptions of this team’s work product that helps us understand their capabilities and approach: programs or projects and outcomes, including key issues encountered and problem solving applied, relevant to the circumstances and requirements of the Program.

d. What makes the team especially well positioned to meet the needs of the Program, Treasury, and the Board?

e. What challenges does the team think it may encounter over the course of this assignment, and how will the team prepare itself and the Program. Please indicate the largest drivers of success for the implementation of this Program. What are the largest potential detractors?

f. Identify the name and title of the individual who will act as our primary key person consultant and relationship manager, and the location/s from which the consulting work will be done.

g. Provide resumes of the key individuals who would be assigned to providing services to the Program, as well as other key human resources of your firm. Please include descriptions of their qualifications such as education, experience, credentials, tenure, and years working with institutional defined contribution plans and Individual Retirement Account (“IRA”) accounts or programs. (Note: The number of pages for this response will be excluded when determining compliance with the 15 page maximum.)

h. List senior staff hires and departures over the last three years.

i. Describe your firm’s compensation arrangement for professional staff. How does this arrangement encourage the retention of key individuals?

4.10.2.2 Consulting Capabilities (180 points maximum)

4.10.2.2.1 Consulting Capabilities - Broad – 108 points

a. Describe the key capabilities of your firm relevant to the current and anticipated needs of the Program, Treasury, and the Board. Using the lists in Scope of Services , describe your firm’s experience, capabilities and approach to each service required. Use metrics and examples. Describe any ways in which your firm and your offering is uniquely valuable to the Program and its requirements.

b. Using the set of requirements shown in Scope of Services , describe how your firm would support the Program. Here we are interested in understanding what it would be like to work together, how your firm creates work product, specific approaches to and

experience with the work that are useful to the Program. Avoid repeating content from (a) above. Provide examples of work product where possible and relevant. (Note: samples of work product will be excluded when determining compliance with the 15 page maximum)

c. What are the three most important things you will require from the State in order to successfully complete your contracted deliverables?

d. Describe your firm’s involvement in preparing guidelines regarding contractual requirements for investment managers and service providers.

4.10.2.2.2 Capabilities – Additional Investment Related – 30 points

a. Target date or age-based funds are a key component of the Program. How would your firm help the Program identify and evaluate candidate funds – be specific about the criteria you would suggest using, and the resources you would use or provide as part of this process?

b. A very low risk / stable investment choice is a key component of the Program. How would your firm work with the Program to consider appropriate investment types and vehicles and what are the evaluation criteria you would suggest?

c. A growth/diversified equity investment choice is a key component of the Program.  How would your firm work with the Program to consider appropriate investment types and vehicles and what are the evaluation criteria you would suggest?

d. Does your firm believe strongly that other investment types should be offered? Please comment.

e. If not already discussed, how does your firm think about active and passive management as part of the Program’s asset allocation and investment considerations?

f. Please describe how your firm would align the characteristics of strong investment performance (risk and return), investment cost, investment vehicle, and recordkeeping/administrative platform with the needs of the Program, taking into account that the Program may have some complex components and interactions. Describe your view of whether it is possible to get top performance, best price, and a strong, flexible, fit-for-purpose platform in a single package – or not.

4.10.2.2.3 Capabilities – Program Administration Related – 42 points

The choice of Program administration provider and platform has a significant impact on the Program’s ability to operate as intended, and to service participants and engage with stakeholders in a highly effective way.

a. Provide examples of innovative approaches you have initiated or assisted in developing with respect to defined contribution Program design concepts. These examples may relate to the organization of administrative services, the structure of investment option menus, the expansion/enhancement of related program types or services, etc.

b. The Program includes hybrid characteristics of existing plan and account types, and serves a unique segment of the market. It is important that the Program operate on a cost-effective and efficient basis while providing excellent service and investment opportunity to its participants. What key requirements would you include in a provider request for proposal (“RFP”)?

c. Describe the resources you can make available to the Program for the purpose of expert technical review of defined contribution plan statutes and regulations. Provide some background on your experience with respect to U. S. Department of Labor, SEC and IRS regulations with regard to state administered retirement plans.

d. Describe any experience your firm has in either pre-testing for an IRS audit or assisting plan sponsors in navigating an actual IRS audit.

e. Discuss your experience in the design of requests for proposal for Program administration (including recordkeeping, communication and enrollment services). Provide some background on your development process for this type of RFP, including the gathering of Program data, establishing timelines, etc. Provide an example of standard service level agreements that your firm has developed.

f. In the last three years, how many such requests for proposals has your company helped develop? For each, please indicate the plan, plan type (e.g. Section 457(b), 401(k), etc.), approximate number of participants and assets. Describe the resources utilized in generating and reviewing questions related to such requests and summarizing results for clients.

g. Provide examples of innovative approaches you have initiated or otherwise assisted in developing with respect to print, online, and app-based communication materials and campaigns. These examples are not limited to the field of retirement planning or investing and may include any subject matter you choose.

h. The Program will have a target participation rate with demographic breakdowns. Describe how your firm would contribute to the development of a marketing strategy to target employees of a low-participation demographic to enroll in the Program.

i. The Program will conduct periodic participant surveys for various purposes. These surveys may be targeted at limited populations, or the entire population, and may be direct-mailed to participant homes or executed using online tools. Program’s contract with its third-party administrator (“TPA”) may provide that the TPA will help develop, execute and tabulate the surveys, but the Program is not limited to using the TPA only. Describe any unique qualifications/experience your firm has in survey development and execution.

4.10.2.3 Clientele (30 points maximum)

a. Describe your firm’s experience in providing consulting services to equivalent plans, such as 401(k), 457(b) and 529 plans, and IRA programs.

b. Provide the names, portfolio sizes (as of December 31, 2017), and inception of the engagements for clients that use your firm’s services for 401(k), 457(b), 529 plans, and

IRA programs. In addition, please provide similar data on your firm’s defined benefit business.

c. Please provide the names of all clients who have terminated your firm’s services in the last three years. In each case, detail the reason for termination and the services that were being provided.

4.10.3 PRICE EVALUATION

Following scoring and ranking of Proposals, based on the qualifications-based criteria, the sealed Price Proposalswill be opened and scored as follows:

Deliverables:o Proposer with the lowest Deliverable Price Proposal will receive 150 points.

o Proposer with the second lowest Deliverable Price Proposal will receive 75 points.

o Proposer with the third lowest Deliverable Price Proposal will receive 40 points.

o All other Proposers will receive 0 points.

Additional Projects:o Proposer with the lowest Additional Projects Price Proposal will receive 50

points.o Proposer with the second lowest Additional Projects Price Proposal will receive

25 points.o Proposer with the third lowest Additional Projects Price Proposal will receive 10

points.o All other Proposers will receive 0 points.

4.10.4 PREFERENCES

4.10.4.1 Oregon Supplies and Services

Agency prefers Oregon goods and services, and for evaluation purposes, per ORS 279A.128, Agency shall subtract 10% from the price for any Proposer proposing all Goods fabricated or processed or all Services performed entirely in Oregon before calculating the price score.

4.10.4.2 Reciprocal Preference

For evaluation purposes and in accordance with OAR 137-046-0310, Agency shall add a percent increase to each out-of-state Proposer's Proposal price that is equal to the percent preference, if any, given to a Resident Proposer in the Proposer's state.

4.10.4.3 Recycled Materials

In comparing Goods from two or more Proposers, if at least one Proposer offers Goods manufactured with Recycled Materials, and at least one Proposer does not, Agency will select the Proposer offering Goods manufactured from Recycled Materials if each of the conditions specified in ORS 279A.125 (2) exists following any adjustments made to the price of the Goods according to any

applicable reciprocal preference.

4.10.4.4 Tiebreakers

Oregon Supplies: If Agency receives Proposals identical in price, fitness, availability and quality and chooses to award a Contract, Agency shall award the Contract in accordance with the procedures outlined in OAR 137-046-0300.

4.11 POINT AND SCORE CALCULATIONS

Scores are the values (0 through 10) assigned by each evaluator.

Points are the total possible for each section as listed in the table above.

The SPC will average all scores for each evaluation criterion. The average score will be used as a percentage multiplier of the maximum possible points for that criterion. 1=10%, 5=50%, 7.2=72%, 9=90%, etc. Price points are calculated as stated in the Price Evaluation section.

EXAMPLE:

Proposer A receives scores of 10, 9, and 9.5 for criterion worth 50 points. The SPC averages 10, 9, and 9.5 for a score of 9.5 and uses 95% as a multiplier to the possible points of 50. 50 multiplied by 95% is 47.5. Proposer A’s points for the criterion is 47.5.

4.12 [ROUND 1] RANKING OF PROPOSERS

Agency will rank all Proposers at the conclusion of the evaluation and scoring and may, in Agency’s sole discretion, determine an apparent successful Proposer with no additional rounds of competition. If additional rounds are conducted, Agency will rank advancing Proposers at the conclusion of each subsequent round and may determine an apparent successful Proposer at any time during the solicitation process.

4.13 NEXT STEP DETERMINATION

TOTAL POINTS POSSIBLE : 600

[ROUND 1] POINTS POSSIBLE 3004.10.2.1 Consulting Firm 90

4.10.2.1.1 Organization, Ownership, and Independence 364.10.2.1.2 Employees – Servicing Team and Available Resources 544.10.2.2 Consulting Capabilities 180

4.10.2.2.1 Consulting Capabilities – Broad 1084.10.2.2.2 Capabilities – Additional Investment Related 304.10.2.2.3 Capabilities – Program Administration Related 424.10.2.3 Clientele 30

[ROUND 2] POINTS POSSIBLE 100Interview 100

4.10.3 PRICE POINTS POSSIBLE 200

At the conclusion of a round of competition, Agency may choose to conduct additional round(s) of competition if in the best interest of the State. Additional rounds of competition may consist of, but are not be limited to:

Interviews Presentations/Demonstrations/Additional Submittal Items Discussions and submittal of revised Proposals Serial or simultaneous negotiations

4.13.1 [RESERVED]

4.13.2 [RESERVED]

4.14 [RESERVED]

4.15 SCORING AND RANKING OF PROPOSERS FOR SUBSEQUENT ROUNDS

If Agency conducts two or more rounds of competition, the rounds will be scored independently, other than the price evaluation which will be carried forward and continue to comprise 30 percent of the overall score. Once the ranking from a previous round is complete and a Competitive Range has been determined, Proposers participating in a subsequent round will compete on an equal basis – scores from the previous round will be set aside and will not carry over; provided that the price evaluation will be carried forward and continue to comprise 30 percent of the overall score. The Proposer with the highest score from the final round will receive the highest final ranking.

SECTION 5: AWARD AND NEGOTIATION

5.1 AWARD NOTIFICATION PROCESS

5.1.1 Award Consideration

Agency, if it awards a Contract, shall award a Contract to the highest ranking Responsible Proposer(s) based upon the scoring methodology and process described in Section 4. Agency may award less than the full Scope defined in this RFP.

5.1.2 Intent to Award Notice

Agency will notify all Proposers in Writing that Agency intends to award a Contract to the selected Proposer(s) subject to successful negotiation of any negotiable provisions.

5.2 INTENT TO AWARD PROTEST

5.2.1 Protest Submission

An Affected Proposer shall have 7 calendar days from the date of the Intent to Award notice to file a Written protest.

A Proposer is an Affected Proposer only if the Proposer would be eligible for Contract award in the event the protest was successful and is protesting for one or more of the following reasons as specified in ORS 279B.410:

All higher ranked Proposals are non-Responsive. Agency has failed to conduct an evaluation of Proposals in accordance with the criteria

or process described in the RFP. Agency abused its discretion in rejecting the protestor’s Proposal as non-Responsive. Agency’s evaluation of Proposal or determination of award otherwise violates ORS

Chapter 279B or ORS Chapter 279A.

If Agency receives only one Proposal, Agency may dispense with the evaluation process and Intent to Award protest period and proceed with Contract Negotiations and award.

5.2.1.1 Protests must:

Be delivered to the SPC via email, facsimile or hard copy Reference the RFP number Identify Proposer’s name and contact information Be signed by an authorized representative Specify the grounds for the protest Be received within 7 calendar days of the Intent to Award notice

5.2.2 Response to Protest

Agency will address all timely submitted protests within a reasonable time and will issue a Written decision to the respective Proposer. Protests that do not include the required information may not be considered by Agency.

5.3 APPARENT SUCCESSFUL PROPOSER SUBMISSION REQUIREMENTS

Proposer who is selected for a Contract award under this RFP will be required to submit additional information and comply with the following:

5.3.1 Insurance

Prior to award, Proposer shall secure and demonstrate to Agency proof of insurance as required in this RFP or as negotiated. Insurance Requirements are found in Exhibit B of Attachment A.

5.3.2 Taxpayer Identification Number

Proposer shall provide its Taxpayer Identification Number (TIN) and backup withholding status on a completed W-9 form when requested by Agency or when the backup withholding status or any other relevant information of Proposer has changed since the last submitted W-9 form, if any.

5.3.3 Business Registry

If selected for award, Proposer shall be duly authorized by the State of Oregon to transact business in the State of Oregon before executing the Contract. Visit http://sos.oregon.gov/business/pages/register.aspx for Oregon Business Registry information.

5.3.4 Pay Equity Certification

If selected for award and the Contract value exceeds $500,000 and Proposer employs 50 or more full-time workers, Proposer shall submit to Agency a true and correct copy of an unexpired Pay Equity Compliance Certificate, issued to the Proposer by the Oregon Department of Administrative Services. For instructions on how to obtain the Certificate, visit www.oregon.gov/das/Procurement/Documents/SB491PayEquity.pdf.

ORS 279B.110(2)(f) requires that Proposer provide this prior to execution of the Contract.

5.3.5 Nondiscrimination in Employment

As a condition of receiving the award of a Contract under this RFP, Proposer must certify by their Signature on Attachment C - Proposer Information and Certification Sheet, in accordance with ORS 279A.112, that it has in place a policy and practice of preventing sexual harassment, sexual assault, and discrimination against employees who are members of a protected class. The policy and practice must include giving employees a written notice of a policy that both prohibits, and prescribes disciplinary measures for, conduct that constitutes sexual harassment, sexual assault, or unlawful discrimination.

5.3.6 Other Required Information

5.4 CONTRACT NEGOTIATION

5.4.1 Negotiation

After selection of a successful Proposer, Agency may enter into Contract negotiations with the successful Proposer. By submitting a Proposal, Proposer agrees to comply with the requirements of the RFP, including the terms and conditions of the Sample Contract (Attachment A), with the exception of those terms listed below for negotiation.

Agency intends to enter into a Contract with the successful Proposer substantially in the form set forth in Sample Contract (Attachment A).

It may be possible to negotiate some provisions of the final Contract; however, Agency is not required to make any changes and many provisions cannot be changed. Proposer is cautioned that the greater the scope of requested changes to the Sample Contract, the greater the risk that Agency and Proposer will not reach mutually agreeable terms within the 30 day negotiation period.

Any subsequent negotiated changes are subject to prior approval of Agency’s legal counsel.

Agency is willing to negotiate all items, except those listed below:

Choice of law Choice of venue Constitutional requirements Requirements of applicable federal and State law

In the event that the parties have not reached mutually agreeable terms within 30 calendar days, Agency may terminate negotiations and commence negotiations with the next highest

ranking Proposer.

5.4.2 [RESERVED]

SECTION 6: ADDITIONAL INFORMATION

6.1 CERTIFIED FIRM PARTICIPATION

Pursuant to Oregon Revised Statute (ORS) Chapter 200, Agency encourages the participation of small businesses, certified by the Oregon Certification Office for Business Inclusion and Diversity (“COBID”) in all contracting opportunities. This includes certified small businesses in the following categories: disadvantaged business enterprise, minority-owned business, woman-owned business, a business that a service-disabled veteran owns or an emerging small business. Agency also encourages joint ventures or subcontracting with certified small business enterprises. For more information, visit: https://oregon4biz.diversitysoftware.com/FrontEnd/VendorSearchPublic.asp?XID=6787&TN=oregon4biz

If the Contract has potential subcontracting opportunities, the successful Proposer may be required to submit a completed Certified Disadvantaged Business Outreach Plan (Attachment F) prior to execution.

6.2 GOVERNING LAWS AND REGULATIONS

This RFP is governed by the laws of the State of Oregon. Venue for any administrative or judicial action relating to this RFP, evaluation and award is the Circuit Court of Marion County for the State of Oregon; provided, however, if a proceeding must be brought in a federal forum, then it must be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. In no event shall this Section be construed as a waiver by the State of Oregon of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the eleventh amendment to the Constitution of the United States or otherwise, to or from any claim or consent to the jurisdiction of any court.

6.3 OWNERSHIP/PERMISSION TO USE MATERIALS

All Proposals are public record and are subject to public inspection after Agency issues the Notice of the Intent to Award. Application of the Oregon Public Records Law will determine whether any information is actually exempt from disclosure.

All Proposals submitted in response to this RFP become the Property of Agency. By submitting a Proposal in response to this RFP, Proposer grants the State a non-exclusive, perpetual, irrevocable, royalty-free license for the rights to copy, distribute, display, prepare derivative works of and transmit the Proposal solely for the purpose of evaluating the Proposal, negotiating a Contract, if awarded to Proposer, or as otherwise needed to administer the RFP process, and to fulfill obligations under Oregon Public Records Law (ORS 192.311 through 192.478). Proposals, including supporting materials, will not be returned to Proposer unless the Proposal is submitted late.

6.4 CANCELLATION OF RFP; REJECTION OF PROPOSAL; NO DAMAGES.

Pursuant to ORS 279B.100, Agency may reject any or all Proposals in-whole or in-part, or may cancel this RFP at any time when the rejection or cancellation is in the best interest of the State or Agency, as determined by Agency. Neither the State nor Agency is liable to any Proposer for any loss or expense caused by or resulting from the delay, suspension, or cancellation of the RFP, award, or rejection of any Proposal.

6.5 COST OF SUBMITTING A PROPOSAL

Proposer shall pay all the costs in submitting its Proposal, including, but not limited to, the costs to prepare and submit the Proposal, costs of samples and other supporting materials, costs to participate in interviews or demonstrations, or costs associated with protests.

6.6 STATEWIDE E-WASTE/RECOVERY PROCEDURE

If applicable, Proposer shall include information in its Proposal that demonstrates compliance with the Statewide E-Waste/Recovery Procedure #107-011-050_PR. Visit the DAS website www.oregon.gov/das and use the search bar feature to locate the procedure.

6.7 RECYCLABLE PRODUCTS

Proposer shall use recyclable products to the maximum extent economically feasible in the performance of the Services set forth in this document and the subsequent Contract. (ORS 279B.025)

6.8 [RESERVED]

6.9 [RESERVED]