Request for Proposals For Investment Management Services

Deadline for Receipt of Proposal: Location for Receipt of Proposal:

Wednesday, March 20, 2024, Noon (12:00 PM) Pacific Standard Time (PST)

Patrick Foiles, Human Resources Director City of Oregon City, OR

PO Box 3040 / 625 Center Street Oregon City OR 97045

The City of Oregon City is seeking proposals from qualified vendors with experience in helping local governments analyze and manage their deferred compensation (457b, 401a) plans and programs. The city is interested in identifying a firm to act as a consultant, to guide the City through decisions, and to manage the plan.

The City’s program includes agreements with three (3) providers, Voya, Mission Square, and Nationwide. Each offers a range of investment options and funds for employees to choose from. The plan includes 166 participants and approximately $17,500,000 total assets. The City anticipates that the first 1 to 2 years will require more direct support. Thereafter, the service expectations will be ongoing maintenance.

This RFP can be viewed on the City’s Bid Management System at: https://bids.orcity.org/

Electronic Submission:

Submit quote in PDF format via email to Patrick Foiles, Human Resources Director at pfoiles@orcity.org

The submitter is urged to submit the electronic proposal at least 2 business hours prior to the deadline for submission. If a “reply confirmation” of receipt of quotation is not received by the submitter 1 business hour prior to the deadline for submission, it is the submitter’s responsibility to telephone the person named above to assure receipt of proposal.

Scope of Work: Scope of work is outlined in Attachment A.

Duration of Services

The term of the awarded Contract will be for three (3) years with two optional one-year extensions.

Submittal Requirements

Proposals should be prepared simply, providing a straightforward, concise delineation of the approach and capabilities necessary to satisfy the requirements of the RFP. Provide complete responses to the Proposal Questions in the order provided (Attachment A).

Submission of a proposal will signify the Proposer’s agreement that its proposal and the content thereof are valid for 180 days following the submission deadline unless otherwise extended in writing by both parties.

Ranking of Proposals / Determination of Successful Proposer: Proposals will be reviewed and ranked by the Project Manager and other selected persons, based on the following evaluation criteria:

• Proposal: straightforward, concise responses to requirements of the RFP – 30%
• Experience of Proposer: in type of project/service – 20%
• Experience of Proposer: with governments and specifically local municipalities – 20%
• Price – 20%
• References – 10%
  

Subject to the City’s right to cancel this Request for Proposals and to reject any and all proposals, City will award the contract to the responsible proposer whose proposal the City determines is the most advantageous to the City based on the evaluation process and evaluation factors described in this Request for proposals, applicable preferences described in ORS 279A.120 and, the outcome of any negotiations authorized by this Request for Proposals.

Objections to Proposed Contract: The Standard Conditions that the successful Contractor will be expected to agree to if awarded the contract is included as Attachment C. The Proposer should include in the proposal any objections to the form or terms of the Standard Conditions. Any objections shall be considered after a determination of the apparent highest ranked responsive, responsible bidder is made, and the terms shall be subject to negotiation. The Project Manager, in consultation with the City Attorney, shall determine if any proposed modifications to the form of Standard Conditions are acceptable to the City and that they do not present material risk to the City or increase the City’s costs. If the final negotiated terms are not acceptable to the apparent highest ranked responsive, responsible bidder, that bidder shall be declared not to be responsive, and the next apparent highest ranked responsive, responsible bidder’s proposal and objections to form of Contract, if any, shall be considered, and so forth in order, until a responsive, responsible bidder agreeable to execution of a form of Contract acceptable to the City and to the bidder is ascertained.

Notice of Intent to Award / Protest: Notice of Intent to Award the contract shall be issued to each Proposer as provided in OAR 137-047-0610. Any protest of the intended award of contract must be submitted in accordance with OAR 137-047-0740.

Ownership / Public Records / Mark Information Not Subject to Disclosure

Material submitted by the Proposer shall become the property of the City unless otherwise specified.

Proposal materials submitted are “public records” pursuant to ORS 192.311 et seq. and are subject to public disclosure following Notice of Intent to Award, award of contract, or rejection of all Proposals, whichever occurs first, except to the extent the material is exempt from disclosure by law.

Information deemed not subject to public disclosure under ORS 192.311 et seq. or other applicable law should be segregated on separate page(s) and each page marked with the basis for non-disclosure. If a request is made for disclosure of the material on the pages marked for non-disclosure, City shall notify the Proposer and provide an opportunity to provide additional information regarding the basis of the exemption from disclosure, subject to the time limitations imposed upon the City for review and response to requests for disclosure.

Cancellation / Rejection of Proposals: The City may cancel this Request for Proposals or reject any or all proposals, in accordance with ORS 279B.100.

Contact Information:

General questions regarding this RFP can be submitted through the bid site at https://bids.orcity.org/ . You will first need to login and select the Agent of Record RFP to be able to submit a question.

This is the only authorized point of contact. Contacting City officials, City Councilors or employees directly will result in disqualification from the process. No oral questions may be submitted.

Please keep questions relevant to the RFP. All questions submitted and answers provided will be available on the City’s Bid Management System at https://bids.orcity.org/.

Attachment A: Scope of Work

Perform the following Fiduciary Services:

1. Review the City’s deferred compensation program and plan documents. Ensure compliance and propose best practices.
2. Guide the City through decisions and actions towards a high-performing deferred compensation program.
3. Act as an “investment manager” as defined in ERISA § 3(38), exercising discretion over the management of assets.
4. Act as the investment manager of designed custodial accounts consisting of current cash, cash equivalents, fixed income securities or insurance accounts, equity securities and mutual funds or which shall become part of the designated custodial account as a result of transactions with respect thereto.
5. Select, monitor, remove and replace the investment options to be offered to participants in the Plan. In performing this service, act and have discretion to change the investment options within the platform selected.
6. Provide quarterly reports reviewing all Plan investments to assist the Deferred Compensation Advisory Committee in monitoring the performance of the investment manager. Such reports will include fund performance and analysis sufficient to determine compliance with the plan goals and objectives.
7. Have the responsibility and discretion to vote proxies and shall exercise such rights, powers, and privileges in accordance with the requirements of ERISA and solely in the best interest of the Plan and its participants and beneficiaries, considering only those factors that are permitted or required by ERISA.
8. Agree to meet at least semi-annually with the City’s Deferred Compensation Advisory Committee for a comprehensive review of investment activity and analysis.

Perform the following Non-Fiduciary Services:

1. Support the City to develop and establish investment goals and objectives.
2. Agree to provide a broad review of plan administration and compliance with plan documents and policy statements.
3. Provide regulatory and legislative updates as deemed necessary by us or as requested.

Attachment B: Proposal Questions

Describe your capability to provide the services listed in Exhibit A: Scope of Services.

1. State the full name and address of the Proposer. For national firms, please indicate which office would serve our account.
2. Provide the name, title, address, e-mail address, and telephone number of the individuals responsible for responding to this request.
3. Provide the name, title, address, e-mail address, and telephone number of the individuals responsible for being the City’s primary contact.
4. Describe your experience providing the services listed in Exhibit A: Scope of Services to other governments, and specifically local municipalities.
5. Describe where you will be unable to provide the services listed in Exhibit A: Scope of Services, and your recommendation to the City to either obtain an alternative source for the service, or whether you believe the service is not necessary.
6. Detail the uniqueness that makes your firm different from other persons or firms that offer investment management services.
7. Describe your proposed fee schedule.
8. Please provide three references of government clients within the last 5 years.

Attachment C: Standard Conditions

STANDARD CONDITIONS TO OREGON CITY PERSONAL SERVICES AGREEMENT

Consultant Identification. Consultant shall furnish to City its taxpayer identification number, as designated by the Internal Revenue Service, or Consultant’s social security number, as City deems applicable.

Payment:

Invoices submitted in connection with this Agreement shall be properly documented and shall identify the pertinent agreement and/or purchase order numbers.

City agrees to pay Consultant within thirty

(30) days after receipt of Consultant’s itemized statement. Amounts disputed by City may be withheld pending settlement.

City certifies that sufficient funds are available and authorized for expenditure to finance the cost of the services to be provided pursuant to this Agreement.

City shall not pay any amount in excess of the compensation amounts set forth in this Agreement, nor shall City pay Consultant any fees or costs that City reasonably disputes.

Independent Consultant Status.

Consultant is an independent consultant and is free from direction and control over the means and manner of providing labor or services, subject only to the specifications of the desired results.
Consultant represents that it is customarily engaged in an independently established business and is licensed under ORS chapter 671 or 701, if the services provided require such a license. Consultant maintains a business location that is separate from the offices of the City and bears the risk of loss related to the business as demonstrated by the fixed price nature of the contract, requirement to fix defective work, warranties provided and indemnification and insurance provisions of this Agreement. Consultant provides services for two or more persons within a 12- month period or routinely engages in advertising, solicitation or other marketing efforts. Consultant makes a significant investment in the business by purchasing tools or equipment, premises or licenses, certificates or specialized training and

Consultant has the authority to hire or fire persons to provide or assist in providing the services required under this Agreement.

Consultant is responsible for obtaining all assumed business registrations or professional occupation licenses required by state or local law (including applicable City or Metro business licenses as per Oregon City Municipal Code Chapter 5.04). Consultant shall furnish the tools or equipment necessary for the contracted labor or services. Consultant agrees and certifies that:

Consultant is not eligible for any federal social security or unemployment insurance payments. Consultant is not eligible for any PERS or workers’ compensation benefits from compensation or payments made to Consultant under this Agreement.

Consultant agrees and certifies that it is licensed to do business in the State of Oregon and that, if Consultant is a corporation, it is in good standing within the State of Oregon.

Early Termination.

This Agreement may be terminated without cause prior to the expiration of the agreed- upon term by mutual written consent of the parties or by the City upon ten (10) days written notice to the Consultant, delivered by certified mail, email, or in person.
Upon receipt of notice of early termination, Consultant shall immediately cease work and submit a final statement of services for all services performed and expenses incurred since the date of the last statement of services.

Any early termination of this Agreement shall be without prejudice to any obligation or liabilities of either party already accrued prior to such termination.
The rights and remedies of the City provided in this Agreement and relating to defaults by Consultant shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement.

No Third-Party Beneficiaries. City and

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STANDARD CONDITIONS TO OREGON CITY PERSONAL SERVICES AGREEMENT

Consultant are the only parties to this Agreement and are the only parties entitled to enforce its terms. Nothing in this Agreement gives, is intended to give, or shall be construed to give or provide, any benefit or right, whether directly or indirectly or otherwise, to third persons unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this Agreement.

Payment of Laborers; Payment of Taxes.

Consultant shall:

Make payment promptly, as due, to all persons supplying to Consultant labor and materials for the prosecution of the services to be provided pursuant to this Agreement.

Pay all contributions or amounts due to the State Accident Insurance Fund incurred in the performance of this Agreement.

Not permit any lien or claim to be filed or prosecuted against the City on account of any labor or materials furnished.

Be responsible for all federal, state, and local taxes applicable to any compensation or payments paid to the Consultant under this Agreement and, unless Consultant is subject to back-up withholding, the City will not withhold from such compensation or payments any amount(s) to cover Consultant’s federal or state tax obligation.

Pay all employees at least time and one- half for all overtime worked in excess of forty (40) hours in any one week, except for individuals excluded under ORS 653.100 to 653.261 or under 29 U.S.C. §§ 201 to 209 from receiving overtime.

If the Consultant fails, neglects or refuses to make prompt payment of any claim for labor or services furnished by any person in connection with this Agreement as such claim becomes due, the City may pay such claim to the person furnishing the labor or services and shall charge the amount of the payment against funds due or to become due to the Consultant by reason of this Agreement.

The payment of a claim in this manner shall not relieve Consultant or Consultant’s surety from obligation with respect to any unpaid claims.
Consultant and subconsultants, if any, are subject employers under the Oregon workers’ compensation law and shall comply with ORS 656.017, which requires provision of workers’ compensation coverage for all workers.

Subconsultants and Assignment. Consultant shall neither subcontract any of the work, nor assign any rights acquired hereunder, without obtaining prior written approval from the City. The City, by this Agreement, incurs no liability to third persons for payment of any compensation provided herein to the Consultant.
Access to Records. City shall have access to all books, documents, papers and records of Consultant that are pertinent to this Agreement for the purpose of making audits, examinations, excerpts and transcripts.
Ownership of Work Product; License. All work products of Consultant that result from this Agreement (the “Work Products”) are the exclusive property of City. In addition, if any of the Work Products contain intellectual property of Consultant that is or could be protected by federal copyright, patent, or trademark laws, or state trade secret laws, Consultant hereby grants City a perpetual, royalty-free, fully paid, nonexclusive and irrevocable license to copy, reproduce, deliver, publish, perform, dispose of, use and re-use, in whole or in part (and to authorize others to do so), all such Work Products and any other information, designs, plans, or works provided or delivered to City or produced by Consultant under this Agreement. The parties expressly agree that all works produced (including, but not limited to, any taped or recorded items) pursuant to this Agreement are works specially commissioned by City, and that any and all such works shall be works made for hire in which all rights and copyrights belong exclusively to City. Consultant shall not publish, republish, display or otherwise use any work or Work Products resulting from this Agreement without the prior written agreement of City.

Compliance With Applicable Law.

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STANDARD CONDITIONS TO OREGON CITY PERSONAL SERVICES AGREEMENT

Consultant shall comply with all federal, state, and local laws and ordinances applicable to the services to be performed pursuant to this Agreement, including, without limitation, the provisions of ORS 279B.220, 279C.515, 279B.235, 279B.230 and

279B.270. Without limiting the generality of the foregoing, Consultant expressly agrees to comply with (i) Title VI of the Civil Rights Act of 1964; (ii) Section V of the Rehabilitation Act of 1973; (iii) the Americans With Disabilities Act of 1990 (Pub. L No. 101-336), ORS 659.425, and all regulations and administrative rules established pursuant to those laws; and (iv) all other applicable requirements of federal and state civil rights and rehabilitation and other applicable statutes, rules and regulations.

Professional Standards. Consultant shall be responsible, to the level of competency presently maintained by others practicing in the same type of services in City’s community, for the professional and technical soundness, accuracy and adequacy of all services and materials furnished under this authorization.
Modification, Supplements or Amendments. No modification, change, supplement or amendment of the provisions of this Agreement shall be valid unless it is in writing and signed by the parties hereto.

Indemnity and Insurance.

Indemnity. Consultant acknowledges responsibility for liability arising out of Consultant’s negligent performance of this Agreement and shall hold City, its officers, agents, Consultants, and employees harmless from, and indemnify them for, any and all liability, settlements, loss, costs, and expenses, including attorney fees, in connection with any action, suit, or claim caused or alleged to be caused by the negligent acts, omissions, activities or services by Consultant, or the agents, Consultants or employees of Consultant provided pursuant to this Agreement.

Workers’ Compensation Coverage. Consultant certifies that Consultant has qualified for workers’ compensation as required by the State of Oregon. Consultant shall provide the Owner, within ten (10) days after execution of this Agreement, a certificate of insurance evidencing

coverage of all subject workers under Oregon’s workers’ compensation statutes. The insurance certificate and policy shall indicate that the policy shall not be terminated by the insurance carrier without thirty (30) days’ advance written notice to City. All agents or Consultants of Consultant shall maintain such insurance.

Comprehensive, General, and Automobile Insurance. Consultant shall maintain comprehensive general and automobile liability insurance for protection of Consultant and City and for their directors, officers, agents, and employees, insuring against liability for damages because of personal injury, bodily injury, death, and broad- form property damage, including loss of use, and occurring as a result of, or in any way related to, Consultant’s operation, each in an amount not less than $1,000,000 combined, single-limit, per- occurrence/$2,000,000 annual aggregate. Such insurance shall name City as an additional insured, with the stipulation that this insurance, as to the interest of City, shall not be invalidated by any act or neglect or breach of this Agreement by Consultant.

Errors and Omissions Insurance Consultant shall provide City with evidence of professional errors and omissions liability insurance for the protection of Consultant and its employees, insuring against bodily injury and property damage arising out of Consultant’s negligent acts, omissions, activities or services in an amount not less than

$500,000 combined, single limit. Consultant shall maintain in force such coverage for not less than three (3) years following completion of the project. Such insurance shall include contractual liability.

Within ten (10) days after the execution of this Agreement, Consultant shall furnish City a certificate evidencing the dates, amounts, and types of insurance that have been procured pursuant to this Agreement. Consultant will provide for not less than thirty (30) days’ written notice to City before the policies may be revised, canceled, or allowed to expire. Consultant shall not alter the terms of any policy without prior written authorization from City. The provisions of this subsection apply fully to Consultant and its Consultants and agents.

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STANDARD CONDITIONS TO OREGON CITY PERSONAL SERVICES AGREEMENT

Legal Expenses. In the event legal action is brought by City or Consultant against the other to enforce any of the obligations hereunder or arising out of any dispute concerning the terms and conditions hereby created, the losing party shall pay the prevailing party such reasonable amounts for attorney fees, costs, and expenses as may be set by a court. “Legal action” shall include matters subject to arbitration and appeals.

Severability. The parties agree that, if any term or provision of this Agreement is declared by a court to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected.

Number and Gender. In this Agreement, the masculine, feminine or neuter gender, and the singular or plural number, shall be deemed to include the others or other whenever the context so requires.
Captions and Headings. The captions and headings of this Agreement are for convenience only and shall not be construed or referred to in resolving questions of interpretation or construction.
Hierarchy. The conditions contained in this document are applicable to every Personal Services Agreement entered into by the City of Oregon City in the absence of contrary provisions. To the extent there is a conflict, the terms of the Personal Services Agreement will control over the terms of the standard conditions. To the extent there is a conflict between the terms of the standard conditions and any other document, including the scope of services, the terms of the standard conditions shall control those other terms.

Calculation of Time. All periods of time referred to herein shall include Saturdays, Sundays and legal holidays in the State of Oregon, except that, if the last day of any period falls on any Saturday, Sunday or legal holiday, the period shall be extended to include the next day that is not a Saturday, Sunday or legal holiday.

Notices. Any notices, bills, invoices, reports or other documents required by this Agreement shall be sent by the parties by United

States mail, postage prepaid, or personally delivered to the addresses listed in the Agreement attached hereto. All notices shall be in writing and shall be effective when delivered. If mailed, notices shall be deemed effective forty-eight (48) hours after mailing, unless sooner received.

Nonwaiver. The failure of City to insist upon or enforce strict performance by Consultant of any of the terms of this Agreement or to exercise any rights hereunder shall not be construed as a waiver or relinquishment to any extent of its rights to assert or rely upon such terms or rights of any future occasion.
Information and Reports. Consultant shall, at such time and in such form as City may require, furnish such periodic reports concerning the status of the project, such statements, certificates, approvals, and copies of proposed and executed plans and claims, and other information relative to the project as may be requested by City.

Consultant shall furnish City, upon request, with copies of all documents and other materials prepared or developed in relation with or as a part of the project. Working papers prepared in conjunction with the project are the property of City, but shall remain with Consultant. Copies as requested shall be provided free of cost to City.

City’s Responsibilities. City shall furnish Consultant with all available necessary information, data, and materials pertinent to the execution of this Agreement. City shall cooperate with Consultant in carrying out the work herein and shall provide adequate staff for liaison with Consultant.
Arbitration.

All disputes arising out of or under this Agreement shall be timely submitted to nonbinding mediation prior to commencement of any other legal proceedings. The subsequent measures apply if disputes cannot be settled in this manner.

Any dispute arising out of or under this Agreement shall be determined by binding arbitration.

The party desiring such arbitration shall give written notice to that effect to the other party

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STANDARD CONDITIONS TO OREGON CITY PERSONAL SERVICES AGREEMENT

and shall in such notice appoint a disinterested person of recognized competence in the field as arbitrator on its behalf. Within fifteen (15) days thereafter, the other party may, by written notice to the original party, appoint a second disinterested person of recognized competence as arbitrator on its behalf. The arbitrators thus appointed shall appoint a third disinterested person of recognized competence, and the three arbitrators shall, as promptly as possible, determine such matter, provided, however, that:

If the second arbitrator is not appointed as described above, then the first arbitrator shall proceed to determine such matter; and

If the two arbitrators appointed by the parties are unable to agree, within fifteen (15) days after the second arbitrator is appointed, on the appointment of a third arbitrator, they shall give written notice of such failure to agree to the parties and, if the parties fail to agree on the selection of the third arbitrator within fifteen (15) days after the arbitrators appointed by the parties give notice, then, within ten (10) days thereafter, either of the parties, on written notice to the other party, may request such appointment by the presiding judge of the Clackamas County Circuit Court.

Each party shall each be entitled to present evidence and argument to the arbitrators. The determination of the majority of the arbitrators or the sole arbitrator, as the case may be, shall be conclusive on the parties, and judgment on the same may be entered in any court having jurisdiction over the parties. The arbitrators or the sole arbitrator, as the case may be, shall give written notice to the parties, stating the arbitration determination, and shall furnish to each party a

signed copy of such determination. Arbitration proceedings shall be conducted pursuant to ORS

33.210 et seq. and the rules of the American Arbitration Association, except as provided otherwise.

Each party shall pay the fees and expenses of the arbitrator appointed by such party and one- half of the fees and expenses of the third arbitrator, if any.

Governing Law. This Agreement shall be governed and construed in accordance with the laws of the state of Oregon without resort to any jurisdiction’s conflicts of law, rules or doctrines.

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Reference #

Status

Due Date

Planholder List