LOS ANGELES UNIFIED SCHOOL DISTRICT

LOS ANGELES UNIFIED SCHOOL DISTRICT

Request for Proposal (RFP) NO.: 2000001318

Investment Consulting Services for 457(b) and 403(b) Plans Issued Date: March 13, 2017

Los Angeles Unified School District

Procurement Services Division

MICHELLE KING Superintendent of Schools

THELMA MELENDEZ DE SANTA ANA, PH.D. Chief Executive Officer, Educational Services GEORGE A. SILVA Chief Procurement Officer QUINTON DEAN Deputy Chief Procurement Officer

REQUEST FOR PROPOSAL LETTER

Date: March 13, 2017

Attention: Proposers

Subject:

REQUEST FOR PROPOSAL (RFP) NO. 2000001318 INVESTMENT CONSULTING SERVICES FOR 457(B) AND 403(B) PLANS

The Los Angeles Unified School District (District or LAUSD) seeks comprehensive proposals from qualified firms to provide Investment Consulting Services on matters of 457(b) and 403(b) plans as delineated in the Statement of Work (SOW). Consultant shall serve as an advisor to the Chief Financial Officer (CFO), the Retirement Investment Advisory Committee (RIAC), and Benefits Administration staff.

You are invited to submit a proposal to furnish all of the labor, materials, and other related items required for the performance of the contract resulting from this procurement. The resulting contract is anticipated to be from October 1, 2017 through September 30, 2020 plus 2 one-year option renewals. Funding is contingent on fiscal year availability.

PROPOSAL DUE DATE AND SUBMISSION INSTRUCTIONS

Complete proposals must be delivered to the District's Office, by mail or hand delivered to the address below by 2:00 p.m. on April 10, 2017. Proposals received later than the above date and time may be rejected and returned to the proposer unopened. The only acceptable evidence to establish the time of receipt is the date/time stamp imprinted upon the proposal package by the receiving District employee on the 28th floor. Proposers using common carriers such as UPS, FedEx, etc., remain responsible for ensuring that the Contract Analyst has received the proposal, regardless of any signature obtained by the carrier.

Interested proposers are directed to submit:

One (1) original, five (5) hard copies, and one (1) "scan ready" hard copy of the Proposal. (Do not use wire or coil binding spines.) Please refer to the Submittal Requirements for detailed specifications of the "scan ready" hard copy.

One (1) copy of the proposal on a flash drive. One (1) hardcopy redacted of all proprietary or trade secret information. One (1) CD-ROM or flash

drive redacted of all proprietary or trade secret information.

All proposals submitted in response to this RFP shall become the property of the District.

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RFP NO.: 2000001318

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ISSUED DATE: March 13, 2017 TITLE: Investment Consulting Services for 457(b) and 403(b) Plans

All flash drives must be labeled with the Proposer's name and the RFP number. The contents of the flash drive must be the exact replica of the original hard copy, and shall be free of formatting errors or file corruption, including all signatures, and all pages.

The proposal will have a 35 page limit excluding required forms in Section II and copies of licenses, certificates, registrations, sample reports, etc.

The original proposal shall be clearly labeled "Original." All price proposals shall be clearly labeled "Price Proposal." The Price Proposal shall be separately sealed and under separate enclosure (including the copy on flash drive) from the proposal. Failure to comply may result in a rejected proposal.

Submit your proposal to:

Los Angeles Unified School District Procurement Services Division 333 S. Beaudry Avenue, 28th Floor, Office #28-139-4 Los Angeles, CA 90017 Attention: Julie Woessner, Assistant Contract Administration Manager

GROUND RULES AND ASSUMPTIONS

The ground rules and assumptions for this procurement, incorporated herein are as follows:

1. CONTRACT TYPE ? The contract type for this Agreement is a Time and Materials Contract with a Not-to-Exceed amount or a Firm Fixed Price Contract.

2. PERIOD OF PERFORMANCE ? The period of performance shall be for a term of 3 years, commencing on or about October 1, 2017 through September 30, 2020, plus 2 one-year option renewals.

3. NO OBLIGATION TO ENTER INTO CONTRACT ? The District reserves the right to reject a firm as non-responsive, regardless of the stage of the procurement process, if there is a failure to successfully negotiate price or fees, terms and conditions, or a failure of the firm to satisfy any of the final requirements necessary to do business with the District.

4. MODIFICATIONS AND ALTERNATIVE PROPOSALS ? The proposer shall submit its basic proposal in strict conformity with the requirements of this RFP document. Proposers are cautioned to limit exceptions, conditions, limitations or new provisions in their proposal as such restrictions or new provisions may be determined sufficiently significant to cause the proposal's rejection.

5. ALTERNATE PROPOSALS ? In addition to submitting proposals that conform in every respect to the requirements of this RFP, proposers may also submit alternate proposals to this RFP as complete "separate" offers if the alternate proposals offer technical improvements or modifications that are to the overall benefit of the District. The District reserves the right to accept or reject any alternate proposal. Oral, e-mailed, faxed, or telephonic proposals and/or modifications will not be considered. Alternative proposals will not be part of the evaluation process unless otherwise noted.

6. PRE-AWARD AUDIT ? All proposers doing business with the District are subject to pre-award audits. The District's Procurement Services Division may request that the Office of the Inspector General (OIG) perform pre-award audits on ALL contracts valued at over $5 million. The Contract Administration Branch may request pre-award audits for all contracts valued at $5 million or less.

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RFP NO.: 2000001318

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ISSUED DATE: March 13, 2017 TITLE: Investment Consulting Services for 457(b) and 403(b) Plans

7. COSTS OF PROPOSING ? Any and all costs arising from this RFP process incurred by the proposer shall be borne by the proposer, without reimbursement by the District.

8. COMMUNICATIONS WITH THE DISTRICT ? All communications with the District regarding this procurement shall be governed by the District's Contractor/Consultant Code of Conduct as referenced herein as Attachment B.

9. CONE OF SILENCE ? As described in the Contractor Code of Conduct, this procurement is under a "Cone of Silence." Except for questions submitted prior to the proposal due date and inquires made to the District's Ethics Office, all communications regarding this RFP between potential Proposers and the staff of the District and consultants engaged by the District shall be addressed only to the Contract Analyst identified in the Request for Proposal Letter. At no time PRIOR to the District's public posting of the Board Report shall Proposer(s) contact District officials or personnel regarding this RFP or any contract(s) to be awarded in response hereto. To do so may subject the Proposer to disqualification.

10. SBE COMPLIANCE ? Proposers should use their best efforts to comply with the District's Small Business Enterprises (SBE) Utilization Program's 25% goal. Proposers are required to submit the SBE Utilization Report. See Attachment C to this RFP for additional information regarding the District's SBE Utilization Program.

11. WORK-BASED LEARNING PARTNERSHIPS (WBLP) PLAN ? A WBLP will be an RFP submittal and contract requirement. "Work-based learning partnerships are opportunities for District secondary school students to receive practical education relating to real-life work experience. They are part of the District's Linked Learning initiative, which recognizes the benefits to students, vendors and our communities by helping students graduate better prepared for post-secondary training and careers. The District is asking all vendors to consider how they might best expose District students to the careers represented by the vendors' businesses. Vendors can find more information regarding the District's Linked Learning initiative here: ."

KEY EVENTS SCHEDULE

The anticipated schedule for completion of this procurement is shown below. The dates are subject to change.

Milestone

Date

RFP Release

March 13, 2017

Pre-Proposal Meeting

March 27, 2017

Letter of Intent to Bid

March 28, 2017

Deadline for Final Written Questions

April 3, 2017

Response to Final Written Questions

April 4, 2017

Proposal Due Date

April 10, 2017

Interviews

May 1, 2017

Board of Education Approval Date

June 13, 2017

Contract Start Date

October 1, 2017

Interested Proposers, complete Section II Form II ? B1 ? Letter of Intent by March 28, 2017 and email to

julie.woessner@ . This form is not mandatory.

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RFP NO.: 2000001318

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ISSUED DATE: March 13, 2017 TITLE: Investment Consulting Services for 457(b) and 403(b) Plans

A Non-Mandatory Pre-Proposal Meeting will be held at 10:30 am, on Monday, March 27, 2017 at Beaudry Headquarters, 333 South Beaudry Avenue, 28th Floor, Conference Room 28-119, Los Angeles, CA 90017.

Parking is available in the parking lot across the street or there is limited street parking. Arrive early to allow time for parking, lobby check-in, locating the meeting room, and signing in.

RSVP to julie.woessner@ by March 24, 2017, 3:00 pm. Attendance at this meeting is not mandatory prior to submitting a proposal.

PROPOSER QUESTIONS

All proposer questions raised PRIOR TO THE PROPOSAL DUE DATE of April 10, 2017 shall be in writing and

submitted

online

through

the

Vendor

Registration

Website

at

. AFTER THE PROPOSAL DUE DATE, all

communications shall be directed to the Contract Analyst listed below. Verbal inquires shall not be accepted.

Los Angeles Unified School District 333 South Beaudry Avenue, 28th Floor, 28-139-4 Los Angeles, California 90017 RFP No. 2000001318, Investment Consulting Services, for 457(b) and 403(b) Plans Attention: Julie Woessner Phone: (213) 241-8759 Fax: (213) 241-8945 E-mail: julie.woessner@

Final questions regarding this Procurement must be received by the close of business on April 3, 2017. Questions shall be in writing and submitted online through the District's Vendor Website at . If the proposer submits more than five (5) questions, the proposer shall submit the questions in a word format document as an attachment and e-mailed to julie.woessner@ .

Los Angeles Unified School District

Julie Woessner

_______________________________ Julie Woessner Assistant Contract Administration Manager

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RFP NO.: 2000001318

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ISSUED DATE: March 13, 2017 TITLE: Investment Consulting Services for 457(b) and 403(b) Plans

LOS ANGELES UNIFIED SCHOOL DISTRICT RFP NO.: 2000001318

INVESTMENT CONSULTING SERVICES FOR 457(b) AND 403(b) PLANS

TABLE OF CONTENTS

Title

Page Number

SECTION I

SCOPE OF WORK .................................................................................................................................................6 EVALUATION CRITERIA .................................................................................................................................10 PHASE I ? MINIMUM QUALIFICATIONS ? Pass/Fail ..................................................................................11 PHASE II ? PROPOSAL EVALUATION CRITERIA......................................................................................11 RESPONSE TO THIS REQUEST FOR PROPOSALS .....................................................................................12 PROPOSAL SUBMITTAL REQUIREMENTS .................................................................................................17 INSTRUCTIONS TO PROPOSERS....................................................................................................................18

SECTION II - SUBMITTAL FORMS

SUBMITTAL FORMS..........................................................................................................................................26 II ? B1 ? INTENT TO BID FORM ......................................................................................................................27 II ? B2 ? FIRM INFORMATION FORM............................................................................................................28 II ? B3 ? CERTIFICATE OF ACCEPTANCE....................................................................................................29 II ? B4 ? COMPLIANCE WITH LAUSD ETHICS AND INTEGRITY STANDARDS................................30 II ? B5 ? INSURANCE REQUIREMENTS/EVIDENCE..................................................................................36 II ? B6 ? PRICE PROPOSAL AND INSTRUCTIONS......................................................................................37 II ? B7 ? RESUME FORM ...................................................................................................................................40 II ? B8 ? FIRM EXPERIENCE FORM ...............................................................................................................41 II ? B9 ? SMALL BUSINESS ENTERPRISE (SBE) PROGRAM ...................................................................44 II ? B10 ? DISABLED VETERAN BUSINESS ENTERPRISE (DVBE) PROGRAM ..................................45

SECTION III - ATTACHMENTS

A ? DISTRICT TERMS AND CONDITIONS ...................................................................................................46 B ? CONTRACTOR CODE OF CONDUCT .....................................................................................................61 C ? SMALL BUSINESS ENTERPRISE (SBE) UTILIZATION PROGRAM.................................................75 D ? DISABLED VETERAN ENTERPRISE (DVBE) UTILIZATION PROGRAM ......................................77 E ? WORK-BASED LEARNING PARTNERSHIP (WBLP) COMMITMENT .............................................78 F ? LOBBYIST REGISTRATION ......................................................................................................................82

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RFP NO.: 2000001318

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ISSUED DATE: March 13, 2017 TITLE: Investment Consulting Services for 457(b) and 403(b) Plans

LOS ANGELES UNIFIED SCHOOL DISTRICT SECTION I

SCOPE OF WORK

1.0 BACKGROUND

The Los Angeles Unified School District (District) is the second largest school district in the United States and it employs approximately 77,000 employees. LAUSD currently offers its employees 2 types of voluntary retirement savings plans available to all employees. The voluntary plans are set up under Sections 457(b) and 403(b) of the Internal Revenue Code (IRC).

The Division of Risk Management and Insurance Services is currently seeking proposals from qualified consulting firms to be the District's 457(b) and 403(b) Plans investment consultant. The existing investment consultant's contract is set to expire on September 30, 2017.

The investment consulting company shall provide a vast array of services to the District for the 457(b) Deferred Compensation plan and the 403(b) plan. The services of the investment consulting company include providing guidance/support, ensuring compliance and advice to the Chief Financial Officer, the Chief Risk Officer, the Retirement Investment Advisory Committee (RIAC), and Benefits Administration staff on compliance matters relating to the Internal Revenue Services (IRS) regulations and on fund performance. The RIAC, which consists of District staff and union representatives, was established to advise the Chief Financial Officer on matters pertaining to the administration of the plans.

The 457(b) Deferred Compensation plan is currently administered by Voya Financial? to provide all record keeping services. The 403(b) plan is administered by TSA Consulting Group. As of November 2016, there are approximately 3,600 employees actively contributing to the 457(b) plan and 20,000 employees contributing to the 403(b) plan. The total combined 457(b) and 403(b) contributions for 2016 was approximately $116.4M.

2.0 SCOPE OF WORK

2.1 The Consultant shall be a co-fiduciary and act as an advisor to the Chief Financial Officer (CFO), Chief Risk Officer (CRO), the Retirement Investment Advisory Committee (RIAC), and Benefits Administration staff. Areas of counsel shall include, but not limited to: 2.1.1 Implementation or Revision of the 457(b) Investment Policy, all 457(b) and 403(b) Plan Documents, RIAC bylaws, and other related plan documents

2.1.2 Analysis of the capabilities of 457(b) Plan investment managers, both for currently offered plans and potential replacements including the firms

Personnel/Management Team

Investment philosophies

Performance relative to peers

2.1.3 Advice on management structure

2.1.4 Recommendations of replacement funds for under performers

2.1.5 Processes including, but not limited to, auto-enrollment, auto escalation, transition of plan administrator(s), and Roth IRAs, etc.

2.1.6 Risk, liability, and fiduciary issues

2.1.7 Analysis of educational outreach efforts to employees

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RFP NO.: 2000001318

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ISSUED DATE: March 13, 2017 TITLE: Investment Consulting Services for 457(b) and 403(b) Plans

2.1.8 2.1.9

Keeping the RIAC current on pending, new, or relevant State and Federal legislation

Participate and provide feedback and/or advice from ad-hoc RIAC sub-committee meetings

2.2 The Consultant cannot sell investment products directly or indirectly.

2.3 The Consultant shall provide education and training to the RIAC on topics and issues selected by and relevant to the RIAC.

2.4 The Consultant shall provide educational seminars/presentations twice annually to eligible employees or various District groups.

2.5 The Consultant shall provide access to relevant available research and publications produced by the Consultant's firm.

2.6 The Consultant shall analyze the information/records obtained from the 457(b) record keeper/administer (currently Voya Financial?) and provide quarterly reports on its findings to the CFO, RIAC, and Benefits Administration staff. Analysis of quarterly full spectrum performance of current 457(b) funds to include, but not limited to: 2.6.1 Manager 2.6.2 Asset class and fund fees 2.6.3 Total fund 2.6.4 Comparison to fund universe peers 2.6.5 The distribution of employee contributions into the various program funds 2.6.6 Evaluation of 457(b) vendor's performance

2.7 The Consultant shall prepare analyses or perform requests by the CFO, RIAC, and Benefits Administration staff that can include, but is not limited to: 2.7.1 Definition or refinement of goals and objectives 2.7.2 Monitor portfolio risk 2.7.3 Assist with vendor criteria requirements 2.7.4 Implementation of new District products, i.e. auto-enrollment, auto escalation, and 457(b) Roth IRA 2.7.5 Implementation of any plan changes 2.7.6 Represent LAUSD with IRS Correction Procedures and Audits 2.7.7 Develop and provide recommendations on investment options and asset allocation 2.7.8 Other objectives/purposes deemed valuable

2.8 The Consultant shall assist Benefits Administration and the District's Procurement Services Division in the development of Request for Proposal(s) (RFP) relating to the 457(b) and 403(b) plans as needed. RFP's are typically conduct once every 5 years. The RFP development shall include but not be limited to the following tasks:

2.8.1 Create specifications

2.8.2 Develop contact list of potential plan providers/vendors

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RFP NO.: 2000001318

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ISSUED DATE: March 13, 2017 TITLE: Investment Consulting Services for 457(b) and 403(b) Plans

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