13-01-Scope of Work - Pension Financial Advisor Services .pdf

City of Dallas

Request for Proposal (RFP)

Pension Investment Monitoring and Advisory Services

Buyer Solicitation Number: BEZ26-00029974 http://www.dallascitynews.net/

Request for Proposal BEZ26-00029974

I. Introduction, Purpose, and Intent

The City of Dallas (the “City”) is seeking proposals in response to this Request for Proposal (the

“RFP”) from qualified firms to provide investment monitoring and advisory services in support of the City’s oversight of its independently managed pension systems: the Dallas Police and Fire

Pension System (“DPFP”) and the Employees’ Retirement Fund (“ERF”). Both DPFP and ERF are single-employer, contributory defined benefit plans.

The selected firm will be responsible for:

i. reviewing and evaluating the investment practices, policies, and performance of both DPFP and ERF;

ii. providing recommendations, as appropriate, to improve each system’s investment-related policies, procedures, and practices; and

iii. reporting findings and recommendations to the City and the pension systems.

The selected firm will serve in a review, evaluation, monitoring, and advisory capacity. This role is intended to provide the City with independent insight into the investment practices and performance of DPFP and ERF while each system maintains their statutory reporting obligations.

Accordingly, the selected firm will not prepare the Section 802.109 Texas Government Code

Investment Practices and Performance Evaluation (“IPPE”), however, the selected firm will review and evaluate all components that are consistent with said report as part of this engagement.

The Dallas Police and Fire Pension System (DPFP) is an independently governed component unit of the City of Dallas (City) and serves to provide retirement, death, and disability benefits to police officers and firefighters employed by the City. The retirement plan for Dallas police officers and firefighters was first created in 1916 by City of Dallas ordinance. In 1933, the 43rd Legislature enacted 6243a, Vernon’s Texas Civil Service Statutes, establishing DPFP. The Plan was restated and continued in 1989 by an Act of the 71st Legislature under Article 6243a-1. Article 6243a-1 was significantly amended by House Bill 3158 (HB 3158 or the bill) which was passed unanimously by the 85th Legislature and was signed into law by Governor Abbott on May 31, 2017.

The Board consists of eleven Trustees who are selected as follows – Six persons appointed by the

Mayor, one current or former police officer nominated and elected by active members, one current or former firefighter nominated and elected by active members, and three persons (who may not be active members or retirees) elected by the active members and retirees from a slate of nominees vetted by the Nominations Committee.

As of January 1, 2026, DPFP’s market value of assets is approximately $2.3 billion. The January

1, 2026, actuarial valuation is currently underway. As of January 1, 2025, the actuarial value of assets was $1.9 billion, with an unfunded liability of $3.5 billion and a current actuarial funded percentage of 36.2%.

The Employee Retirement Fund (ERF) is an independently governed component unit of the City and serves to provide retirement, death, and disability benefits to non-uniform or civilian individuals employed by the City. The retirement plan for Dallas non-uniform or civilian employees was first established in 1944 by City of Dallas ordinance. The fund is governed by

Chapter 40-A of Dallas City Code, and changes to 40-A require approval of the registered voters within the City.

The Board consists of seven Trustees who are selected as follows – Three persons appointed by the City Council, three current employees elected by current employee membership, and the City

Council appointed City Auditor serves ex officio.

As of December 31, 2025, ERF’s actuarial value of assets is $3.97 billion, with an unfunded liability of $1.8 billion, and a current funding level of 67.9%.

This RFP represents a competitive process, which is designed to facilitate an open and fair opportunity for qualified Firms to offer their services for consideration. This competitive RFP process will provide the City the flexibility to select a Firm whose proposal is deemed most advantageous for the City and to negotiate with such a Firm to arrive at a mutually agreeable contract.

The RFP contains sections describing form of response, qualifications, scope of services, and evaluation criteria. The contract between the selected firm and the City will be for one year with the option of three additional one-year renewals. The City will evaluate the submitted responses for potential award of a contract according to the evaluation criteria outlined in the corresponding section for each service.

The City reserves the right to:

(1) negotiate and award a contract(s) resulting from the RFP,

(2) not award a contract(s) resulting from the RFP,

(3) extend the RFP due date,

(4) amend the RFP,

(5) cancel the RFP, and

(6) waive minor technicalities.

The cost of preparing a response is solely that of the respondent and neither the City nor its consultants will be liable for any corresponding expenses. The City reserves the right to negotiate all resulting contract terms with selected respondents.

II. Pre-Proposal Meeting Schedule, Questions, and Inquiries

During the solicitation process proposers are required to limit their communication regarding this project to the Buyer referenced herein. A preproposal meeting will be held by the City whereby the proposers will have an opportunity to ask the requesting department(s) questions and/or obtain clarification. The preproposal meeting will be the only time when proposers and requesting department(s) will communicate directly, thereafter, all communication associated with this project shall be address to the assigned Buyer. Proposers may submit their questions electronically through the City solicitation portal, https://dallascityhall.bonfirehub.com/login. All questions shall be submitted electronically, the City will respond to all questions by way of addendum which will be posted as part of the solicitation. The City, its agents, and employees shall not be responsible for any information given by way of verbal communication.

III. Proposal Submittal Requirements

Proposals shall include all requested information; it must be typed and formatted as follows:

• Transmittal Letter (Executive Summary of Services):

• Maximum length of two (2) pages on official company letterhead.

• Include an offer to negotiate, indicating the Respondent’s understanding of an agreement to comply with all terms of this RFP and any related addenda, and stating that the proposal will remain valid for a minimum period of 180 days.

• State the Firm's legal name, physical address, and primary telephone number.

• Identify a single authorized contact person for all correspondence related to the RFP, including name, title, mailing address, email address, and telephone number.

• Identify any additional individual(s) who are authorized to discuss the RFP or represent the firm, including their names, mailing address, email address and telephone numbers of the firm’s designated legal counsel for matters related to this RFP.

• Include the original signature of a partner, principal, or officer of the Respondent, accompanied by a statement affirming that the signatory is duly authorized to submit the proposal and bind the firm to all commitments made therein.

• Table of Contents

Proposals submitted shall include a Table of Contents with appropriate page numbers for locating the required information and attachments as specified in the Submittal

Requirements.

• Proposal

• Provide a narrative that addresses the scope of work and describes the services offered by the firm.

• Complete and include Attachment A: Fee Schedule for Services.

• Provide contact information for three public pension clients of above $1.5B in assets to be used as references.

• Include resumes for all staff assigned to the City. Describe the project team in detail, https://dallascityhall.bonfirehub.com/login including:

o Names and titles o Office addresses and phone numbers o Roles and responsibilities o Relevant work experience o Clearly identify the key individual(s) who will manage day-to-day responsibilities

IV. Scope of Work

The City of Dallas seeks a qualified, independent investment monitoring and advisory firm with substantial experience evaluating institutional investment practices to support the

City’s oversight responsibilities for its independently managed pension plans. The selected firm must demonstrate deep expertise in the evaluation of defined benefit pension plans, including:

• Asset allocation analysis

• Risk-mitigation strategy evaluation and recommendations

• Investment manager selection assessments

• Cost and fee benchmarking

• Development or refinement of Investment Policy Statements (“IPS”)

Both pension systems exceed the $30 million statutory threshold and are therefore subject to all requirements applicable to Texas public retirement systems under Chapter 802 of the

Texas Government Code. These requirements include oversight by the Texas PRB related to actuarial soundness, reporting, and investment governance.

In accordance with Section 802.109, the selected firm will not be responsible for preparing or conducting the Investment Practices and Performance Evaluation (“IPPE”) report required to be submitted by each pension system. Preparation and submission of the IPPE report remains solely the responsibility of DPFP and ERF. Instead, the selected firm will conduct an independent review of the same areas required to be addressed in the IPPE and will provide the City with findings, evaluations, and recommendations related to each system’s:

• Investment policies

• Governance framework

• Asset allocation processes

• Investment performance

• Operational practices

This review is intended to support the City’s oversight responsibilities and must be performed independent of direction or influence of DPFP and ERF. You may also refer to the Pension Review Board (“PRB”) requirements and IPPE components outlined by the

State Pension Review Board, available at https://www.prb.texas.gov

To develop a complete understanding of the historical and current performance of DPFP and ERF, the selected firm will perform a comprehensive review and analysis of all relevant investment programs. This analysis will be aligned with the five PRB-required

IPPE components listed below and will result in observations/findings and recommendations for the City.

1. Investment Policy and Compliance

i. Policy Inventory & Review. Identify and review all existing investment policies, procedures, and practices—both formal and informal—relevant to investment decision-making and oversight.

ii. Best-Practice Comparison. Compare existing policies and procedures against recognized industry best practices, noting gaps and recommended improvements.

iii. Adherence Assessment. Evaluate whether the board, internal staff, and external consultants are adhering to established policies; identify any practices inconsistent with written policy.

iv. Clarity, Roles and Objectives. Assess whether roles/responsibilities are clearly defined in the policy; confirm that policies set measurable manager outcomes and specify performance time horizons.

v. Integration with Plan Needs. Evaluate integration of policy with funding and benefit policies and determine if objectives are being met.

vi. Stress Testing & Review Cadence. Test the sustainability of policies under historical stress scenarios (10/20/30-year periods) and review the frequency and rationale for policy updates.

vii. Methodology Disclosure. Provide a detailed description of evaluation criteria, metrics used, and calculation methodologies employed.

2. Asset Allocation

i. Target Allocation Determination. Document the process and governance for setting target allocations, review cadence, and responsible decision-makers.

ii. Risk Tolerance and Methods. Define how overall risk tolerance is measured (e.g., volatility, drawdown, tracking error) and the methodology used to evaluate strategic and tactical asset allocation.

iii. Actuarial Alignment. Assess alignment between asset allocation and actuarial assumptions including whether allocation is chosen to meet an assumed rate or derived from prudent return/risk modeling.

iv. Peer Comparisons. Compare allocations against peer systems to contextualize positioning and diversification.

v. Expected Risk/Return by Asset Class. Provide expected risk and expected rate of return for each asset class, including time horizons and assumptions;

evaluate active vs. passive considerations.

vi. Alternative and Illiquid Assets. Review appropriateness of alternative/illiquid allocations given system size/expertise; assess selection criteria, IPS limits, and valuation methodologies (and why selected methods are appropriate).

vii. Cash Flow and Liquidity. Analyze future cash flows and liquidity needs, incorporate funded status, inflow/outflow dynamics, liability characteristics, and stress testing.

viii. Asset-Liability Integration. Identify timing and results of the last asset-liability study; recommend updates and integration into allocation decisions.

3. Fees and Commissions

i. Policy and Monitoring. Review policies and procedures for managing and monitoring direct and indirect investment compensation paid to managers and service providers; confirm roles for fee reporting.

ii. Completeness and Transparency. Verify that all forms of manager compensation are captured in reported fees; assess reporting for accuracy and transparency.

iii. Benchmarking. Compare fees and trading costs to peer and industry averages for similar mandates; explain benchmark selection.

iv. Controls and Legal Review. Confirm appropriate controls for investment expenses; ensure attorney review of alternative-investment fee arrangements where applicable.

4. Investment Governance

i. Governance Structure and Transparency. Review governance policy statements and transparency practices (e.g., public availability of policies, agendas, and minutes); evaluate board meeting frequency and investment focus.

ii. Board Expertise and Education. Assess trustee backgrounds, ethics/investment education requirements, onboarding/training cadence, and understanding of fiduciary responsibilities.

iii. Delegation and Accountability. Evaluate delegation of authority among board, committees, staff, and consultants for asset allocation and manager decisions; review controls ensuring policy adherence and performance oversight.

iv. Periodic Governance Review. Determine whether governance processes are periodically reviewed for appropriateness and effectiveness.

5. Manager Selection and Monitoring

i. Selection Responsibilities and Criteria. Document who selects managers, sourcing methods for candidates, and screening/selection criteria including ethical safeguards and conflict-of-interest controls.

ii. Contracts and Oversight. Review processes for developing/reviewing consultant/manager contracts and ongoing oversight.

iii. Performance Measurement. Assess performance reporting (gross vs. net of fees), benchmark selection and appropriateness, frequency of reviews, and report usability for trustees with varying expertise.

iv. Watch List and Termination. Define criteria and process for replacing managers; evaluate integration of manager performance with broader allocation and risk decisions.

Upon completion of the initial review, the selected firm must provide a comprehensive written report detailing observations/findings and recommendations, including any areas of concern identified during the assessment.

1. Comprehensive IPPE Report covering the five PRB-required components, with executive summary, findings, and prioritized recommendations, and full methodology appendix.

2. Benchmarking Compendium (peer comparisons for allocation, fees, and performance), including rationale for benchmark selection and gross/net performance perspectives.

3. Governance Improvement Plan outlining practical steps, training plans, and policy refinements.

In addition to completing the initial review, the selected firm will serve exclusively in a monitoring and advisory capacity. This ongoing role is intended to provide the City with independent oversight, objective analysis, and informed recommendations on the investment practices, performance, and governance of DPFP and ERF. The firm’s work will focus on continuous evaluation and guidance rather than operational execution or statutory reporting responsibilities.

1. Annual Comprehensive Review

Conduct a full annual review of each pension system, including analysis and recommendations designed to support the long-term success of the plans.

2. Quarterly Performance Reporting

Provide quarterly reports that evaluate investment performance compared to selected benchmarks, assess asset allocation, review risk metrics, and summarize earnings.

3. City Council and Committee Presentations

Prepare and deliver presentations, up to twice per year, to the City Council and the

City’s Ad Hoc Pension Committee summarizing findings, performance updates, or other requested analysis.

4. Pension Board Presentations

Present to each pension system’s board or relevant committees, up to twice per year, providing updates, evaluations, and recommendations as needed.

The selected firm will work directly with staff from both pension plans to verify assumptions, understand operational structure, and obtain current and accurate data. Successful performance will require a high degree of professionalism, accountability, and proactive, transparent communication. The firm must promptly address issues and incorporate feedback as appropriate.

Respondents must submit a detailed plan of action that clearly demonstrates their ability to meet all requirements outlined in the Scope of Work. Respondents must also provide evidence of sufficient, qualified staff available to engage with City personnel on a consistent and ongoing basis.

This engagement is intended to enhance transparency, strengthened governance, improve long-term risk-adjusted performance, and support consistent oversight of the City’s pension systems in accordance with statutory requirements and industry best practices.

V. Attachments and Exhibits

Attachment A: Fee Schedule for Services

Attachment B: Insurance Requirements

VI. Communication

It is essential that the awarded Contractor respond clearly after receiving a telephone call or email from the City. Written correspondence from the City of Dallas shall be answered within twenty-four (24) hours. The awarded Contractor shall respond to phone calls and emails from the City within four (4) hours of receipt.

VII. Commencement Date

The Contract shall commence on the date of award by the Dallas City Council and upon the execution of the Contract. The contract between the selected firm and the City will be for one year with the option of three additional one-year renewals.

VIII. Award Method

The City’s intent is to award this solicitation in its entirety, but the City reserves the right to award in the method that is most advantageous to the City.

The City reserves the sole discretion to determine whether a solicitation response is responsive.

City reserves the right to reject any or all bids and to waive minor irregularities or discrepancies in any solicitation response as may be in the best interest of City. Late bids will not be considered for award.

IX. Location and Invoicing

The City shall pay invoices in 30 days. In order for the City to pay invoices in 30 days, the vendor’s invoice must be correct, and reflect the work or goods delivered to the City. The 30 days begin when the City has received a correct invoice reflecting the work or goods delivered. If the City receives an invoice that is not correct and/or reflective of work or goods that have been delivered, the City will request a corrected invoice and the 30-day period will begin once the correct invoice has been received. All work described in the vendor invoice must have been delivered in compliance with the terms of the contract.

Invoices shall be submitted monthly to the City for payment, unless both parties agree to alternative arrangement based on project milestones. Each invoice submitted for payment shall include, at a minimum, the following information:

• Name and address of the department for which services were provided

• Contact information of City staff who placed order (name, phone number, department)

• Date of order or service

• Detailed description of each service

• Price good or services (charges for all services covered by this contract are to be separately stated and explained

• Total cost of goods/services

• Wiring instructions for payment

Submitting invoices without the above information may cause delays in payment processing.

Incorrect invoices or invoices sent to the wrong address will delay payment. Vendors who fail to follow this procedure risk having the contract with the City cancelled.

X. Evaluation Criterion

A comprehensive, fair, and impartial evaluation will be made of all proposals received in response to this RFP. Each proposal received will be analyzed to determine overall qualifications under the

RFP. An Evaluation Committee comprised of City staff will determine the responsiveness and acceptability of each proposal and recommend award be made to the firm whose proposal is determined to be in the best interest for the City of Dallas. Final selection will be approved by the

City Council or City Manager as appropriate.

All proposals submitted shall be an original work product of the proposer. The copying, paraphrasing or other usage of substantial portions of the work product of others and submitted as original work of the proposer shall not be permitted. Failure to adhere to this instruction may cause a proposal to be rejected. The following evaluation criteria will be used by the Committee to evaluate the proposals and make its recommendation to City Council:

➢ Capability and Expertise of the Firm - 25 points

Respondents must demonstrate substantial experience in evaluating institutional investment practices, analyzing investment performance, and providing recommendations to improve investment policies, procedures, and practices. The firm must have a minimum of five (5) years of experience providing institutional investment consulting services to state or local governments, public pension plans, endowments, foundations, or other institutional asset owners. Respondents must also demonstrate experience with public defined benefit pension plans and should have served at least five (5) such clients collectively representing not less than $1.5 billion in total assets under advisement

To be considered for discretionary investment consulting services and to conduct independent performance evaluation, the firm must demonstrate extensive experience in the following areas:

o Portfolio evaluation o Strategic asset allocation analysis o Investment policy development and review o Investment manager structure analysis, search, and selection o Fee and cost analyses o Custody service reviews and evaluation o Benchmarking o Investment risk assessment and oversight

➢ Qualifications, Time Commitments and Availability/Accessibility of Assigned

Staff – 15 points

Respondents must be registered with the Securities and Exchange Commission (SEC) as an investment advisor and must provide investment consulting, monitoring and advisory services to state and local governments, pension plans, endowments, foundations, or other institutional investors.

Respondents must provide detailed qualifications for all staff proposed for the engagement, including demonstrated experience in quantitative analysis and institutional investing, as well as any relevant professional designations such as Chartered Financial Analyst (CFA), Chartered Alternative Investment Analyst (CAIA), or other credentials applicable to institutional investment consulting

➢ References – 15 points

Respondents must provide contact information for at least three clients for whom the firm has conducted portfolio analyses and governance reviews in accordance with the Texas

Government Code 802.109.

• DRIVE Policy – 20 points o It is the policy of the City of Dallas to involve certified small business enterprises

(SBEs) to the greatest extent feasible in the City’s contracting opportunities. The

City further seeks to encourage the growth and development of SBEs, promoting local economic growth and increased competition. In alignment with this commitment the City has adopted the Developing Regional & Inclusive Vendor

Enterprises (DRIVE) Policy for City of Dallas contracts.

o Evaluation points shall be awarded as follows:

▪ SBE Utilization – up to 8 points

▪ Proposed SBE Commitment

▪ First-time Contracting

▪ Local Economic Impact – up to 6 points

▪ Local Workforce

▪ Local Supply Chain Usage

▪ Local Community Investment

▪ Engagement Score – up to 6 points

▪ Past Subcontractor Utilization

▪ Documented Engagement Efforts

▪ Past Timely Payments to Subcontractors o As a prerequisite for City Council award, the contractor must demonstrate and document its good faith effort (GFE) to meet the established participation goal. Any apparent most advantageous proposer who fails to adequately document GFE or meet the participation goal may be denied award of the contract by the City based on the contractor’s failure to be “responsive” and/or “responsible.”

Cost – 25 points

Proposed pricing must remain firm for the duration of the contract. The Contract term will commence upon approval by the Dallas City Council and execution of the agreement.

XI. Opening of Proposals

The City will open proposals during the bid reading. Proposer names will be publicly read at the bid reading which take place at 2:00 p.m. on Fridays and can be viewed on the City’s website.

It is the responsibility of the proposer to clearly mark and identify all portions of the proposal, which, in the proposer’s opinion, contain trade secrets, confidential information and other proprietary information. All proposals are subject to the Texas Open Records Act process.

XII. Document Submitted with Proposal or upon Request o Business Information Form (OPS-02) o Conflict of Interest Policy and Questionnaire (OPS-07, State Form CIQ) o Statement of Insurability (OPS-04) o Living Wage Affidavit (OPS-FRM-2151) o BEH-FRM-602.SAW SBE Affidavit o BEH-FRM-604.SAW Local Participation & Workforce Impact o BEH-FRM-605.SAW SBE Utilization Plan & Commitment to Local Economic Impact o BEH-FRM-606.SAW Engagement Score & Past Commitment Form o BEH-FRM-607.SAW SBE Good Faith Effort Documentation Form o BEH-FRM-609.SAW Prime Self Performance Declaration o BEH-FRM-610.SAW SBE Subcontractor Intent Form o Sample Contract with markups o Any other City documents as required

XIII. Review of Proposals

1. The City will review and evaluate the proposals submitted to determine if submitted proposals demonstrate the required experience and qualifications to fulfill the obligations of the services identified in this RFP. Proposers will be notified by the buyer as to the location and times of presentations.

2. The City may conduct all necessary inquiries or investigations, including but not limited to, contacting references to verify the statements, documents, and information submitted in connection with the Proposal. The City may also seek clarification from the referenced

Proposers about any financial and experience issues.

3. Please be aware that the City of Dallas may use sources of information not supplied by the proposer concerning the abilities to perform this work. Such sources may include current or past customers of the organization; current or past suppliers; articles from industry newsletters or other publications or from non-published sources made available to the City of Dallas.

XIV. Insurance

The successful contractor will be required to purchase, within fifteen days of award, and maintain, during the term of the contract, insurance as described in Attachment B and agrees to the indemnification agreement therein and required performance and payment bond.

XV. Insurance Requirements

The successful bidder(s) shall procure and keep in full force and effect for the duration of the contract liability insurance that complies with all applicable Federal, State and local laws. The successful bidder(s) will provide a certificate of insurance evidencing proof of Automobile

Liability and Workers’ Compensation insurance coverages. The City of Dallas will be provided a

Waiver of Subrogation and will be shown as the certificate holder.

XVI. Discussion with Reasonably Qualified Proposals

1. The City reserves the right to engage in discussions or conduct interviews, either oral or written, with the proposers determined by the evaluation criteria to be reasonably viable to being selected for award. If discussions or interviews are held, the buyer may request best and final offers. The request for best and final offers may include:

• Notice that this is the opportunity to submit written best and final offers

• Notice of the date and time for submission of the best and final offer

• Notice that if any modification is submitted, it shall be received by the date and time specified or it will not be considered

• Notice of any changes in the Proposal requirements

2. Following evaluation of the best and final offers, the City may select for negotiations the offer that is most advantageous to the City, considering price or cost and the evaluation factors in the RFP.

3. After the most advantageous proposer(s) has been identified, Contract negotiations may commence. If at any time Contract negotiation activities are judged to be ineffective, Office of Procurement Services will cease all activities with the proposer and begin Contract negotiations with the next highest ranked proposer. This process may continue until either both the proposer and Office of Procurement Services executes a completed Contract or

Office of Procurement Services determines that no acceptable alternative proposal exists.

4. The City reserves the right to reject any or all proposals received or to award, without discussions or clarifications, a Contract based on initial proposals received. Therefore, each proposal should contain the Proposer’s best terms from a price and technical standpoint.

Also, only proposers submitting a proposal will be notified of any communications after the RFP closing.

XVII. Rejection or Acceptance of Proposals

1. This RFP does not commit the City to award any Contract. The City reserves the right to reject any or all proposals, to waive technicalities or irregularities, and to accept any proposal it deems to be in the best interest of the City. The City shall not be liable for any costs incurred by any company responding to this RFP.

2. The City will require the recommended proposer to sign the necessary Contract documents prepared by the City Attorney's Office. A sample Contract is included as an attachment.

Proposer must take exception to any term of the Contract to which it will not agree in its proposal.

XVIII. Late and Withdrawn Proposals

Proposals are required to be submitted electronically at using the City procurement website https://dallascityhall.bonfirehub.com/login. The system will not accept submittals after the due date and time and hard copy submittals are not permissible.

XIX. Confidentiality

Any information deemed confidential, shall be clearly noted as such on each page of the solicitation response. City cannot guarantee it will not be compelled to disclose all or part of any public record under the Texas Open Record Act. Proposals will be opened by the City to avoid disclosure of contents to competing Respondents and kept secret and confidential during the solicitation process and prior to award. Respondents who include information in a proposal that is legally protected as trade secret or confidential shall clearly indicate the information which constitutes a trade secret or confidential information by marking that part of the proposal “trade secret” or “confidential” at the appropriate place. If a request is made under the Texas Open

Records Act to inspect information designated as trade secret or confidential in a proposal, the

Proposer shall, upon request, immediately furnish sufficient written reasons and information as to why the information designated as a trade secret or confidential should be protected from disclosure, for the City Attorney to present the matter to the Attorney General of Texas for final determination.

XX. Disqualification of Proposers

Proposers may be disqualified for, but not limited to, the following reasons:

• The City has reason to believe that collusion or any other anti-competitive practice has occurred among the proposers.

• The proposer is currently engaged in litigation, claims, or legal disputes against the

City of Dallas.

https://dallascityhall.bonfirehub.com/login

• The proposer is in arrears on an existing contract with the City or has failed to satisfactorily perform or complete work under a previous City contract.

• The proposer has a real or potential conflict of interest that may impair its ability to provide objective and impartial services, or the proposer fails to disclose relationships, affiliations, or circumstances that may create such a conflict.

• The proposer fails to provide required information, submits false or misleading statements, or omits material information requested in the RFP.

• The proposer or key personnel assigned to the engagement are subject to ongoing investigations, disciplinary actions, sanctions, or enforcement proceedings by regulatory bodies.

• The proposer engages in unauthorized communication regarding this solicitation with

City staff, evaluation committee members, or elected officials (including City Council

Members) during the solicitation period. Any such contact may result in immediate disqualification.

XXI. Permits Required by Law

Contractor shall comply with all requirements of federal, state, and local statutory requirements and regulations pertinent to or affecting any phase of this contract.

XXII. Records and Audit

The Contractor shall keep accurate records of all components of invoices to the City, including but not limited to times and payroll receipts for hourly personnel utilized by this Contract. These records shall be retained for a minimum of two years after the conclusion of the Contract. The City reserves the right to audit any records it deems necessary for the execution of this Contract.

XXIII. Assignment of Contract

The Contractor shall not assign, transfer, sublet, convey or otherwise dispose of the Contract of any part therein or its right, title or interest therein or its power to execute the same to any other persons, firm, partnership, company or corporation without the prior written consent of the City.

Should the Contractor assign, transfer, sublet, convey or otherwise dispose of its right, title or interest or any part thereof in violation of this section, the City may, at its discretion, cancel the

Contract and all rights, title and interest of the Contractor shall therein cease and terminate, and the Contractor shall be declared in default.

XXIV. Default by Contractor

The following events shall be deemed to be events of default by Contractor under the Contract:

• Contractor shall become insolvent, or shall make a transfer in fraud of creditors, or shall make an assignment for the benefit of creditors;

• Contractor attempts to assign the Contract without the prior written consent of the City;

• Contractor shall fail to perform, keep, or observe any term, provision, or covenant of the Contract; or

• Contractor fails to properly and timely pay Contractor personnel, suppliers or other contractors and the failure impacts the City or its Facility in any manner.

In the event a default occurs, the Director shall give the Contractor written notice of the default.

If the default is not corrected to the satisfaction and approval of the Director within the time specified in such notice, the City may immediately cancel the Contract. At the direction of the

Director, the Contractor shall vacate the facility, if applicable, and shall have no right to further operate under the Contract.

The Contractor, in accepting the Contract, agrees that the City shall not be liable to prosecution for damages or lost anticipated profits if the City cancels or terminates the Contract.

No Waiver: No waiver by the City of any default or breach of any covenant, condition, or stipulation shall be treated as a waiver of any subsequent default or breach of the same or any other covenant, condition, or stipulation.

XXV. Termination

The City may terminate this agreement in whole or in part by giving thirty days written notice thereof to Contractor. The City will compensate Contractor in accordance with the terms of the agreement for all goods and services delivered and accepted prior to the effective date of such termination notice.

XXVI. Miscellaneous

1. After executing the Contract, no consideration will be given to any claim of misunderstanding.

2. Proposers shall submit with the Proposal, the required Contractor’s qualification statement with supporting information as stated herein along with all other supporting documentation requested.

3. Proposers shall thoroughly familiarize themselves with the provisions of these Specifications and the Facilities.

4. The City reserves the right to reject all Proposals and to waive any minor irregularities.

5. A Proposal may be disqualified if the corporation or individual Proposer is in arrears or in default to the City for delinquent taxes or assessments or on any debt or Contract, whether as defaulter or bondsman; or who has defaulted upon any obligation to the City by failing to perform satisfactorily any previous agreement or Contract within the past seven years. Also, Proposers may be disqualified for poor prior performance on similar Contracts with other entities.

6. The Contract with the Contractor will be drawn by the City and may contain such other provisions as are deemed necessary to protect the interests of the City.

7. The Contractor agrees to abide by the rules and regulations as prescribed herein. The

Contractor will, in all solicitations or advertisements for personnel to perform services under the Contract, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, gender, or national origin.

8. If either party hereto is prevented from completing its obligations under the Contract by act of

God, strike, lockout, material or labor restrictions by any governmental authority, civil riot, flood, or any other cause beyond the control of the parties hereto, then such party shall be excused from such performance for such period of time as is reasonably necessary after such occurrence to remedy the effects thereof.

9. The section headings in these Specifications are for convenience in reference and are not intended to define or limit the scope of any of the conditions, terms or provisions of these specifications.

10. Should any question arise as to the proper interpretation of the terms and conditions of these specifications, the decision of the City Attorney or his authorized representative shall be final.

XXVII. Conflict of Interest

CHARTER XXII Sec. 11 FINANCIAL INTEREST OF EMPLOYEE OR OFFICER

PROHIBITED

a) No city official or employee shall have any financial interest, direct or indirect, in any contract with the city, or be financially interested, directly or indirectly, in the sale to the city of any land, materials, supplies or services, except on behalf of the city as a city official or employee. Any violation of this section shall constitute malfeasance in office, and any city official or employee guilty thereof shall thereby forfeit the city official’s or employee’s office or position with the city. Any violation of this section, with knowledge, express or implied, of the person or corporation contracting with the city shall render the contract involved voidable by the city manager or the city council.

b) The alleged violations of this section shall be matters to be determined either by the trial board in the case of employees who have the right to appeal to the trial board, and by the city council in the case of other employees.

c) The prohibitions of this section shall not apply to the participation by city employees in federally funded housing programs, to the extent permitted by applicable federal or state law.

d) This section does not apply to an ownership interest in a mutual or common investment fund that holds securities or other assets unless the person owns more than 10 percent of the value of the fund.

e) This section does not apply to non-negotiated, form contracts for general city services or benefits if the city services or benefits are made available to the city official or employee on the same terms that they are made available to the general public.

f) This section does not apply to a nominee or member of a city board or commission, including a city appointee to the Dallas Area Rapid Transit Board. A nominee or member of a city board or commission, including a city appointee to the Dallas Area Rapid Transit

Board, must comply with any applicable conflict of interest or ethics provisions in the state law and the Dallas City Code. (Amend. of 8-12-89, Prop. No. 1; Amend. of 8-12-89, Prop.

No. 15; Amend. of 11-4-14, Prop. Nos. 2 and 9)

XXVIII. Developing Regional & Inclusive Vendor Enterprises (DRIVE) Policy

It is the policy of the City of Dallas to involve certified small business enterprises (SBEs) to the greatest extent feasible in the City’s contracting opportunities. The City further seeks to encourage the growth and development of SBEs, promoting local economic growth and increased competition. In alignment with this commitment the City has adopted the Developing

Regional & Inclusive Vendor Enterprises (DRIVE) Policy for City of Dallas contracts.

The SBE participation goal for this contract is XX.XX%.

As a prerequisite for City Council award, the contractor must demonstrate and document its good faith effort (GFE) to meet the established participation goal. Any apparent Proposer who fails to adequately document GFE or meet the participation goal may be denied award of the contract by the City based on the contractor’s failure to be “responsive” and/or “responsible.”

Assistance in preparing the DRIVE forms may be obtained by sending an email to businessenterprisehub@dallas.gov

Equal Employment Opportunity/Nondiscrimination

The selected bidder shall not discriminate against any employee or applicant for employment because of race, age, color, national origin, religion, marital status, sex, sexual orientation, military or veteran status, political opinions or affiliations, genetic characteristics, or disability, consistent with applicable laws. The selected bidder shall prohibit discrimination regarding, but mailto:businessenterprisehub@dallas.gov not limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection of training, including apprenticeship. The selected bidder shall also comply with all applicable requirements of the Americans with Disabilities Act, 42 U.S.C.A. §§12301-12233, as amended. The selected bidder agrees to post in conspicuous places available to employees and applicants, notices setting forth the provisions of this nondiscrimination clause11

HAPTER XXII.1

XXIX. Indemnity

The selected Proposer agrees to defend, indemnify and hold the City, its officers, agents and employees, harmless against any and all claims, lawsuits, judgments, costs, and expenses for personal injury (including death), property damage or other harm for which recovery of damages is sought, suffered by any person or persons, that may arise out of or be occasioned by the selected

Proposer’s breach of any of the terms or provisions of the contract, or by any other negligent or strictly liable act or omission of the selected Proposer, its officers, agents, employees, or subcontractors, in the performance of the contract; except that the indemnity provided for in this paragraph shall not apply to any liability resulting from the sole negligence or fault of the City, its officers, agents, or employees and in the event of joint and concurrent negligence or fault of the selected Proposer and City, responsibility, and indemnity, if any, shall be apportioned comparatively in accordance with the laws of the State of Texas, without waiving any governmental immunity available to the City under Texas law and without waiving any defenses of the parties under Texas law. The provisions of this paragraph are solely for the benefit of the parties hereto and are not intended to create or grant any rights, contractual or otherwise, to any other person or entity.

XXX. Wage Floor Rate Requirement

1. On November 10, 2015, the Dallas City Council passed Resolution 15-2141 which requires prime contractors, awarded general service contracts valued greater than $50,000, and first-tier subcontractors on the contract to pay their employees rendering services on the contract a wage floor of not less than $23.06 per hour.

2. Pursuant to Resolution 15-2141 the wage floor requirement for all general service contracts greater than $50,000 shall be effective immediately on all new contracts awarded after

November 10, 2015. Contractors bidding/proposing on general service contracts shall take into consideration such wage floor requirements in their bid/proposal. The wage floor requirement for the City of Dallas’ general service contracts shall be derived from the most current

Massachusetts Institute of Technology Living Wage publication and shall remain fixed for the term of the respective contract. The City reserves the right to audit such contracts for compliance with the wage floor requirement as mandated by Resolution 15-2141. This requirement does not apply to construction contracts in which prevailing wage of employees is governed by the Davis-Bacon Act as defined in the Texas Local Government Code 2258, purchase of goods, procurements made with grant funds or procurements made through cooperative and/or inter-local agreements.

3. The purpose of this policy is to promote an acceptable wage floor for working families in the

City of Dallas, increase the level of service delivered to the City through specific contracts and reduce turnover in such contracts thus maintaining a continuous and consistent level of service for vested parties.

4. The City Manager shall use the following definitions to administer the benefactors of the

“wage floor” for purposes of the referenced resolution:

• "City" means the City of Dallas, Texas.

• "General Services Contract" means any agreement between the City and any other

Person or business to provide general services through an awarded City contract valued greater than $50,000. A General Services Contract for purposes of the Resolution does not include (i) a contract between the City and another governmental entity or public utility, (ii) a contract subject to federal or state laws or regulations that would preclude the application of the application of the wage floor, (iii) or a contract with all services under the contract performed outside of the City of Dallas.

• "Subcontractor" means any Person or business that has entered into its own contract with a prime contractor to perform services, in whole or in part, as a result of an awarded City general

• "Employee" means any person who performs work on a full-time, part-time, temporary, or seasonal basis, including employees, temporary workers, contracted workers, contingent workers, and persons made available to work through services of a temporary services, staffing or employment agency or similar entity.

XXXI. Wage Floor Reporting Requirements

Contractors awarded City general services contracts as described in the wage floor rate requirement section of this specification shall be required to provide the buyer the residential zip code and respective number of employees directly impacted by the wage floor requirement ten days after Council approval and on January 1st. but not later than January 31st. for the term of the contract. The Contractor shall submit the report to the contract administrator during the established period.

XXXII. Wage Floor Compliance Requirements

Contractors submitting a response to a solicitation for general services must comply with the wage floor requirement to be consider responsive. The City may request that Contractors, at any time during the pre- or post-award process, demonstrate compliance with the wage floor requirement.

Contractors not compliant with the wage floor requirement will be deemed nonresponsive and will not be considered for award. Contractors awarded general service contracts must comply with the wage floor policy and reporting requirements for the term of the contract, failure to remain in compliance may result in breach of contract.

XXXIII. Selection Process

The internal team will evaluate all proposals received in response to this RFP. After reviewing the proposal submissions, consultants may be selected for in-person interviews/oral presentations.

From those presentations and possible interviews, the proposals will be re-evaluated, and final determination will be made. The City of Dallas will pursue negotiations with the top ranked respondent with the goal of entering into a contract.

XXXIV. Development Costs

Neither City of Dallas nor its representatives shall be liable for any expenses incurred in connection with preparing a response to this RFP. Respondents are encouraged to prepare their proposals simply and economically, providing a straightforward and concise description of your firm’s ability to meet the requirements of the RFP.

XXXV. Contract Award

Upon selection of a successful Proposer, the City and the Proposer will…