ORANGE COUNTY EMPLOYEES RETIREMENT SYSTEM MEMORANDUM

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1 ORANGE COUNTY EMPLOYEES RETIREMENT SYSTEM MEMORANDUM DATE: October 9, 2014 TO: Board of Retirement FROM: Robert Valer SUBJECT: RFP for Fiduciary Counsel Recommendation: Authorize distribution of a Request for Proposal (RFP) for Fiduciary counsel. Background: The Board s Procurement and Contracting Policy ( Policy ) requires that OCERS periodically distribute an RFP for Named Service Providers, which include Fiduciary counsel. Under the policy, the firm that best meets OCERS needs, with consideration for price, qualifications and other relevant and objective factors set forth in the RFP, will be selected. Discussion: Staff intends to use the procedures set forth below to conduct the search for Fiduciary counsel. A copy of the proposed RFP follows this memorandum. The RFP will be posted on OCERS website and sent to selected law firms. Staff does not intend to engage a consultant to assist with the search process. In selecting finalists of the firms that respond to the RFP, staff intends to use the following weighted selection criteria: Relevant experience of the firm and the individual attorneys proposed for OCERS 35% Proposed work plan, soundness of approach and understanding of the needs of OCERS 15% Demonstrated ability to perform the services referred to in the RFP 25% References and recommendations of other clients 10% Fees and the value they represent for the services to be provided 15% In accordance with the Policy, the Board or a Committee of the Board will interview the candidates that staff selects as finalists. Then, the CEO, assisted by counsel, will endeavor to I-11 RFP for Fiduciary Counsel Page 1 of 2 Regular Board Meeting ( )

2 negotiate a final agreement with the firm that the Board selects. The proposed schedule is as follows: Event Date Time Release of RFP October 24, 2014 Questions from vendors due November 7, 2014 Answers to vendor questions posted November 21, 2014 (or earlier) RFP submission deadline December 5, 2014 Interview finalists (estimated) December 2014 Vendor selection (estimated) January 15, 2015 (or earlier) 5:00 PM Pacific time 5:00 PM Pacific time The Policy also provides that the contract will be subject to renewal at least every three years, for a total term of no more than six years, at which time the CEO and pertinent committees of the Board will assess the continued appropriateness and cost-effectiveness of the Name Service Provider in question. Attachment I-11 RFP for Fiduciary Counsel Page 2 of 2 Regular Board Meeting ( )

3 ORANGE COUNTY EMPLOYEES RETIREMENT SYSTEM Request for Proposal Fiduciary Counsel [Date]

4 The Orange County Employees Retirement System (OCERS) is seeking to contract with a private law firm to serve as the OCERS Board of Retirement s fiduciary counsel. OCERS invites you to submit an application for this position. I. Introduction OCERS was organized under the County Employees Retirement Law of 1937 and established in OCERS is a multiple-employer, governmental defined benefit plan with approximately 21,000 active members and 14,500 members in payment status. OCERS is governed by a Board of nine trustees plus one alternate. Four of the nine trustees are appointed by the County s governing body. The County Treasurer, an exofficio member, is elected by the County electorate, while the remaining four trustees and the alternate trustee are elected by plan members. As provided by statute and the State Constitution, the Board has exclusive management responsibility for the control and investment of plan assets. The Board operates under the Prudent Person rule, as defined in California Government Code section The Board is advised by a combination of internal and external counsel. The fund is advised/managed by internal investment staff, external investment consultants, and sixty-nine external investment managers (with eighty-two investment mandates) responsible for investing about $12 billion in assets. The role of OCERS is to ensure financial security to plan participants by providing secure retirement and disability benefits, quality information concerning those benefits, and prompt, professional and courteous service that meets the highest standards of excellence. In carrying out that role, the Board of Retirement and staff are committed to act for the exclusive benefit of the plan and its participants, manage the assets in a prudent manner, and administer benefits with impartiality. II. Minimum Qualifications To be considered for the position of fiduciary counsel to the OCERS Board of Retirement, the proposer must meet all of the following minimum qualifications to be given further consideration. Failure to satisfy each of the minimum qualifications will result in the immediate rejection of the proposal. 1. The lead attorney who will have primary responsibility for providing legal services to OCERS and the Board of Retirement must be licensed to practice law in the State of California. 2. The firm must have, and agree to, carry malpractice insurance for the duration of the contract. 3. The firm (and the lead attorney who will have primary responsibility for providing legal services to OCERS) must have experience in providing 2

5 fiduciary advice to boards of public or private pension funds for at least the last five (5) years.. III. Purpose and Scope of Services OCERS is seeking a qualified law firm who has provided fiduciary counsel services to public or private pension funds for at least the past five years. External fiduciary counsel responds to opinion requests from the OCERS Board and staff, usually directed through OCERS Chief Executive Officer or Chief Legal Officer. Internal counsel provide technical assistance, serve as liaison to OCERS personnel, and monitor external counsel for billing practices and responsiveness to client needs. OCERS pays external counsel for actual work performed, in arrears, subject to budgets. External fiduciary counsel is called upon to provide advice and recommendations on a variety of matters, including issues involving the application of Article 16 section 17 of the California Constitution, trust law principles generally, County Employees Retirement Law of 1937 (CERL), the California Public Employee s Pension Reform Act of 2013 (PEPRA), and other sections of the Government Code and California law applicable to CERL systems. IV. Proposal Completion and Submission Procedures Please provide one electronic copy (including the the cover letter and all of the requested exhibits) in PDF format (preferably word searchable) in the order they appear in this RFP with an appropriate index. See REQUIREMENTS below. The deadline for submission of proposals is December 5, 2014, at 5:00 p.m. (Pacific time) at the addresses identified below. Your submission must be received by the above deadline date and time. Please identify the subject line of your message with the words: PROPOSAL FIDUCIARY COUNSEL. Robert Valer, Chief Legal Officer rvaler@ocers.org with a copy to bvazquez@ocers.org Note: Selected finalists may be asked to produce bound copies of their proposal prior to completion of the selection process. OCERS Right to Reject All Proposals OCERS may, at its sole discretion, reject any or all proposals submitted in response to this RFP. OCERS will not be liable for any costs your firm incurs in connection with the preparation or submission of any proposal. 3

6 V. Inquiries All questions regarding the intent or content of the RFP or the proposal process must be received by on or before 5: PM (Pacific time) November 7, Please identify the subject line of your message with the words: QUESTIONS FIDUCIARY COUNSEL. Respondents requiring clarification should direct questions to: Robert Valer, Chief Legal Officer with a copy to bvazquez@ocers.org All questions will be consolidated into a single Q&A document. The source of the questions will not be disclosed in the document. The Q&A document with OCERS responses will be posted on OCERS website. OCERS reserves the right to request additional information from any or all responding firms to assist it in its evaluation process. Except as noted in the following paragraph, during the proposal period, no responding firm may contact the Board of Retirement, any individual Board member, or OCERS staff member, other than the contact person specified above. No responding firm may, at any time, attempt to influence the evaluation other than by a properly submitted response to this RFP or to a formal request for information or presentation. Current service providers who are responding to this RFP are expected to limit their contact for business transactions to OCERS employees with whom they ordinarily interact and to avoid direct contact with board members or other staff during the proposal period, other than that which might occur at regularly scheduled meetings. VI. Evaluation All timely and properly formatted proposals will be evaluated and scored by OCERS staff. It is likely that finalists will be invited to appear before the Board of Retirement or a committee thereof. The OCERS Chief Executive Officer has the authority to engage the law firm that the Board selects, subject to successful contract negotiations. If a satisfactory retainer agreement cannot be negotiated with the approved firm, OCERS may, at its sole discretion, terminate such negotiations. 4

7 Schedule The following schedule has been set by OCERS. If the schedule changes, firms responding to the RFP will be notified by mail and a notice will be posted on the OCERS website, at Event Date Time Release of RFP October 24, 2014 Questions from vendors due November 7, 2014 Answers to vendor questions posted November 21, 2014 (or earlier) RFP submission deadline December 5, 2014 Interview finalists (estimated) December 2014 Vendor selection (estimated) January 15, 2015 (or earlier) 5:00 PM Pacific time 5:00 PM Pacific time Selection criteria The initial screening by staff to determine finalists will be based upon the weighted criteria set forth below. Relevant experience of the firm and the individual attorneys proposed for OCERS 35% Proposed work plan, soundness of approach and understanding of the needs of OCERS 15% Demonstrated ability to perform the services referred to in the RFP 25% References and recommendations of other clients 10% Fees and the value they represent for the services to be provided 15% REQUIREMENTS Orange County Employees Retirement System Request for Proposal: Fiduciary Counsel To facilitate our evaluation, please provide a brief cover letter, which will be considered part of the proposal and must be signed by the individual(s) who is/are authorized to bind the proposing firm contractually. The cover letter must indicate the signer is so authorized and must indicate the title or position, which the signer holds in the Proposing 5

8 firm. (An unsigned cover letter shall cause the proposal to be rejected.) The cover letter must include all of the following: The proposing firm s name, address, telephone and facsimile number. The Federal Employer Identification Number and Corporate Identification number, if applicable. The name, title and phone number of the individual signing the cover letter. The name, title and phone number of the lead attorney for the proposal, if different than the individual signing the cover letter. A statement to the effect that the proposal is a firm irrevocable offer. The proposal should be prepared in language making performance of the work contemplated by the offering firm mandatory (e.g., "The Firm shall ") and suitable for use as an attachment to any resulting contract so as to legally bind the offering firm to performance of the specific work being proposed. A statement expressing the proposing firm meets all the minimum requirements for serving as OCERS external fiduciary counsel. A representation and warranty that all information and statements in the RFP response are true and complete. (Any statement or claim found to be incomplete, misleading or false will be grounds for immediate disqualification or dismissal.) In addition, the information set forth below must be included in separate exhibits to the cover letter. Exhibit A - Your firm's promotional brochure, providing general information about your firm including office locations, areas of practice, numbers of attorneys, etc. Include detailed resumes describing the educational and professional experience and qualifications of the attorneys who would be assigned to perform the services required. Also describe any additional relevant resources of the firm that will be available to OCERS (e.g., firm-sponsored seminars/training, newsletters, etc.). Exhibit B - Provide a proposed work plan for handling OCERS needs described in the RFP and also include brief discussions of the following: (1) the extent to which the lead attorney will be available to handle OCERS fiduciary business (e.g., current and future workload issues and how the lead attorney will resolve conflicting demands on his/her time from multiple clients, the lead attorney s availability to attend OCERS Board/Committee meetings, participate in conference calls, and take on sensitive projects); (2) the attorney(s) who will serve as primary back-up in the event the lead attorney is unavailable, along with a brief summary of their qualifications to efficiently and effectively step into that role; (3) future fiduciary issues that public employee pension plans might face in the next five years and how OCERS should be prepared to deal with them; and (4) whether the firm is willing to prepare and provide training to OCERS legal staff. The statement should include: (i) the number of training hours that the firm would provide per calendar year at no charge, and (ii) the number of training hours that the firm would provide per calendar year at a discounted hourly rate (and include your proposed discounted hourly rate). 6

9 Exhibit C - A list of public and private plan funds you represented as fiduciary counsel within the past five years. Exhibit D - A fee proposal, including hourly rates of the attorneys you intend to assign to work on OCERS issues (including the duration of the billing rates and any schedule for, and proposed amounts of, future increases) and any alternative billing arrangements you may wish to propose. Please include a proposed engagement letter. Exhibit E - Three client references in the area of fiduciary counsel. Exhibit F - Describe the limits of coverage for malpractice, errors and omissions insurance and any other fiduciary or professional liability insurance your firm carries. List the insurance carriers supplying the coverage. Exhibit G - Identify all malpractice claims filed against the firm, or any attorney proposed to perform services in response to the RFP, arising from the type of services OCERS is seeking and indicate the nature and status of each claim. Exhibit H - Identify all public sector clients who have terminated their working relationship with you in the past three years and a brief statement of your understanding of their reasons for doing so. Provide each such client s in house counsel s (of if none, CEO s) name, address and telephone number. Exhibit I - Identify any attorney in your firm (who may be part of the team that provides services to OCERS) who has been disciplined or censured by any regulatory body with a description of the principal facts. Exhibit J For each portion, if any, of your submission that you have marked as TRADE SECRETS, CONFIDENTIAL, OR PROPRIETARY, (see Notice Regarding the California Public Records Act, below), please provide a statement, including citations, regarding the reasons why such portion(s) should be so treated under the law by OCERS. Notice Regarding the California Public Records Act The proposal your firm submits in response to this RFP will become the exclusive property of OCERS. It will not be returned to you, and it will be subject to public disclosure pursuant to the California Public Records Act (Cal. Gov. Code Sections 6250 et. seq., the Act ). The Act provides generally that all records relating to a public agency s business are open to public inspection and copying, unless specifically exempted under one of several exemptions set forth in the Act. In addition, if OCERS chooses to engage your firm, such engagement may appear on a publicly posted agenda for a public meeting of the Board of Retirement. If you believe that any portion of your proposal is exempt from public disclosure under the Act, such portion must be marked TRADE SECRETS, CONFIDENTIAL, OR PROPRIETARY. OCERS will deny public disclosure of any portions so designated, provided that such designation is, in 7

10 OCERS reasonable discretion, in accordance with applicable law. Proposals marked TRADE SECRETS, CONFIDENTIAL, OR PROPRIETARY in their entirely will not be honored, and OCERS will not deny public disclosure of all or any portion of proposals so marked. By submitting a proposal with specifically selected portions marked TRADE SECRET, CONFIDENTIAL, or PROPRIETARY you represent you have a good faith belief that such material is exempt from disclosure under the Act, and you agree to reimburse OCERS for, and to indemnify, defend and hold harmless OCERS, its officers, fiduciaries, employees and agents from and against: (a) any and all claims, damages, losses, liabilities, suits, judgments, fines, penalties, costs and expenses including, without limitation, attorneys fees, expenses and court costs of any nature whatsoever (collectively, Claims ) arising from or relating to OCERS non-disclosure of any such designated portions of your proposal; and (b) any and all Claims arising from or relating to OCERS public disclosure of any such designated portions of your proposal if OCERS reasonably determines disclosure is deemed required by law, or if disclosure is ordered by a court of competent jurisdiction. 8

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