5000003002_Compensation_Consultation_Services.pdf

REQUEST FOR PROPOSAL

Notice to Prospective Proposers

October 11, 2024

You are invited to review and respond to the California State Teachers’ Retirement System (CalSTRS), Request for Proposal, RFP, entitled Compensation Consultation Services, RFP Number 5000003002. In submitting your proposal, you must comply with the instructions found herein.

Proposals must be submitted to CalSTRS electronically by using the following link:

https://resources.calstrs.com/CalSTRSComResourcesWebUI/Solicitation/Pages/Submission.aspx and must be received by CalSTRS no later than November 22, 2024, by 3:00 p.m., Pacific Time (PT). Proposals received after the specified date and time may be rejected.

Proposers requiring clarification of the intent and content of this RFP, or on the competitive proposal process, may request clarification only by submitting written questions to:

Michael Thao Central Procurement Analyst

California State Teachers’ Retirement System E-mail: Procurement@CalSTRS.com

To ensure a response, questions must be received by October 25, 2024, by 3:00 p.m., PT.

Questions received by this date will be answered in writing, without identifying the source of the query. Copies of all questions and CalSTRS responses will be available at caleprocure.ca.gov.

Please see Section C, Proposal Requirements and Information, Subsection 2, entitled Submission of Written Questions, for additional information.

Any attempt by a Proposer to initiate contact with any member of the Teachers’ Retirement Board and/or CalSTRS staff, other than the Central Procurement Analyst, regarding this RFP process may disqualify the Proposer from further consideration.

Please note that no verbal information provided will be binding upon CalSTRS unless such information is issued in writing as an official addendum.

Cassandra Lichnock Chief Executive Officer

Attachments https://resources.calstrs.com/CalSTRSComResourcesWebUI/Solicitation/Pages/Submission.aspx mailto:Procurement@calstrs.com https://caleprocure.ca.gov/pages/index.aspx

Request for Proposal 5000003002 Compensation Consultation Services

Table of Contents

Section:

A. INTRODUCTION

B. BACKGROUND

C. PROPOSAL REQUIREMENTS AND INFORMATION

1. Time Schedule

2. Submission of Written Questions

3. Minimum Qualifications

4. Proposal Requirements

5. Submission of Proposal

6. Evaluation Process

7. Award and Protest

8. Disposition of Proposals

9. Standard Conditions of Service

10. Darfur Contracting Act Certification

11. Iran Contracting Act

12. Disabled Veteran Business Enterprise, DVBE, Agreement Participation

13. Diversity, Equity, & Inclusion Vendor/Contractor Survey

14. Authorized/Key Personnel

15. Warranties

16. Teachers’ Retirement Board Governance Manual – Third Party Economic Interest

Disclosure Policy

17. Addenda, Errors and Omissions

18. Background Investigation

19. Statement of Economic Interest (Form 700)

20. Supplier Self-Service Portal and CalSTRS’ Internet Privacy Principles and Policy

D. PREFERENCE PROGRAMS

1. Small Business Preference

2. Disabled Veteran Business Enterprise Initiative

3. Target Area Contract Preference Act, TACPA

E. ATTACHMENTS

1. Required Attachments/Exhibits Checklist & Certification

2. Minimum Qualifications

3. Proposal Questionnaire

4. Fee Proposal

5. Darfur Contracting Act Certification

6. Iran Contracting Act

7. Small Business, Microbusiness, and Disabled Veteran Business Enterprise (DVBE) Commercially Useful Function Related Information and Declaration Form

8. Authorized/Key Personnel

9. Form 600-H Third Party Economic Interest Disclosure

10. Scoring Criteria

11. Proposing Firm References

12. Warranties

13. Business Partner Form

14. Scope of Work

F. SAMPLE AGREEMENT

1. Standard 213 and Terms and Conditions

2. Exhibit A – Scope of Work

3. Exhibit B – Fee Schedule

4. Exhibit C – Contractor’s Authorized/Key Personnel

5. Exhibit D – Teachers’ Retirement Board Governance Manual – Third Party

Economic Interest Disclosure Policy

6. Exhibit E – Form 600-H Third Party Economic Interest Disclosure

7. Exhibit F – Contractor Background Investigation Policy

8. Exhibit G – Certification of Contractor’s Employee Background Investigation Form

9. Exhibit H – Confidentiality, non-Disclosure and Acceptable Use Agreement

10. Exhibit I – Personal History Statement

11. Exhibit J – Business and Travel Reimbursement for Excluded/Non-Represented

Employees

12. Exhibit K – Travel Expense Claim

13. Exhibit L – Work Authorization

A. INTRODUCTION

CalSTRS is the largest educator-only pension fund in the world. CalSTRS administers a hybrid retirement system, consisting of traditional defined benefit, cash balance and voluntary defined contribution plans. CalSTRS also provides disability and survivor benefits. CalSTRS serves California’s public school educators and their families from the state’s school districts, county offices of education and community college districts. For more information on CalSTRS and its various programs, please refer to the CalSTRS Website at: https://www.CalSTRS.com.

B. BACKGROUND

The Teachers’ Retirement Board has adopted a compensation program designed to attract and retain highly skilled executive management and investment staff needed in key positions. CalSTRS Compensation Program is designed to be: internally equitable in that comparable pay opportunities should be provided to employees in positions requiring similar levels of skill, responsibility, and impact on investment performance; externally equitable, in that, cash compensation opportunities should be competitive with those offered by the Board-approved compensation comparator group and; incentive-based, so that, incentive opportunities should represent a major portion of cash compensation and should attract and retain high caliber executive management and investment staff, motivate and enhance individual and team effort, and reward superior investment performance.

The rationale for establishing compensation policies and procedures for specified executive and investment management positions is based on consideration of the labor market conditions affecting the recruitment and retention of professionals in the fields of institutional investing, actuarial valuation and pension administration, many of whom are recruited from the private sector. Especially in the case of senior investment staff, the civil service salary structure differs substantially from that of the for-profit sector, the primary recruitment source. Not only are these positions more highly compensated in the private sector than traditional civil service pay scales can accommodate, but the total compensation in the for-profit sector is tied to pay for performance and incentive bonuses in a manner that makes fixed civil service salary ranges and steps impractical for recruiting and compensating such professionals. The compensation program is guided by the Board’s Compensation Policies and Procedures for Designated Executive Management and Investment Staff. The Administrative Procedures for the Compensation Policy can be accessed through the following link:

https://www.calstrs.com/sites/main/files/file-attachments/administrative_procedures.pdf.

Although the concept of pay for performance is sound, performance-based pay programs are still relatively rare in public agencies. In addition, salaries of public sector personnel can be a politically sensitive issue. CalSTRS seeks the assistance of consultants with experience in both public sector compensation practices and private sector incentive pay plans, to provide advice and consultation on executive and investment compensation strategies, design and structure, accepted compensation practices and methodologies, https://www.calstrs.com/ https://www.calstrs.com/sites/main/files/file-attachments/administrative_procedures.pdf

CalSTRS current compensation policies and programs, emerging market trends, private and public sector salary surveys and comparisons, and related factors regarding performance appraisal, incentive awards and total compensation.

CalSTRS intends to establish a “pool” of qualified vendors that are able to provide the services outlined in Attachment 14, Scope of Work. Award of a contract resulting from this RFP shall be made to one or more Proposers. Proposers invited to enter into a “pool” are not guaranteed work and will be utilized on an as-needed basis. The term of the resulting agreement(s) may be for up to five (5) years.

Any contract resulting from this RFP may be amended to add time or money at the sole discretion of CalSTRS at the rates proposed in the awarded vendor’s response to this

RFP.

C. PROPOSAL REQUIREMENTS AND INFORMATION

1. Time Schedule

CalSTRS will use its best efforts to adhere to the time schedule. However, CalSTRS reserves the right to amend the time schedule, as it deems necessary.

Event Date Time

Written Question Submittal Deadline October 25, 2024 3:00 p.m., PT Final Date for Proposal Submission November 22, 2024 3:00 p.m., PT Prequalification Evaluation November 22, 2024 Proposal Evaluation Date and Time to be determined Preliminary Interview Date and Time to be determined Board Interviews for Primary Date and Time to be determined Notice of Intent to Award Spring 2025 Agreement Award Date and Time to be determined

2. Submission of Written Questions

Should Proposers have questions regarding the information presented in this solicitation, Proposers must submit questions in writing to CalSTRS, Michael Thao, Central Procurement Analyst via e-mail at Procurement@CalSTRS.com no later than October 25, 2024, by 3:00 p.m., PT. CalSTRS will answer all questions received by this date in writing without divulging the source of the query. Copies of all questions and CalSTRS responses will be available at caleprocure.ca.gov.

mailto:Procurement@CalSTRS.com

3. Minimum Qualifications

The Proposer must complete Attachment 2, Minimum Qualifications, certifying that the Proposer satisfies all minimum qualifications and requirements. Failure to certify satisfactorily may result in the immediate rejection of the proposal.

4. Proposal Requirements

To be eligible for evaluation, a proposal must adhere strictly to the format set forth below; failure to do so may result in disqualification. Proposers must address each of the required sections indicated below. Please label and separate each section and number all pages to allow for ease of review by the evaluation team. The content and sequence of the proposal will be as follows:

a. Required Attachments/Exhibits Checklist & Certifications

Attachment 1, Required Attachments/Exhibits Checklist & Certifications, which shall be a part of the proposal package, must be signed by an individual(s) who is authorized to bind the Proposer contractually. An unsigned or incomplete Attachment 1 may cause the proposal to be rejected. For your Proposal to be responsive, all required attachments/exhibits must be returned with the Proposal; Proposals submitted that do not include the proper “required attachments” may be immediately rejected.

b. Table of Contents

Immediately following Attachment 1, Required Attachments/Exhibits Checklist & Certifications, there must be a comprehensive Table of Contents of the material included in the proposal. The Table of Contents must clearly identify the proposal section/subsection and the applicable page numbers.

c. Required Attachments

Immediately following the Table of Contents, include all remaining required attachments, in the appropriate order. All attachments which require signature must be signed by an individual(s) who is authorized to bind the Proposer contractually. Proposals submitted that do not include the proper required attachments may be immediately rejected.

d. Proposal Questionnaire

Attachment 3, Proposal Questionnaire, is intended to provide CalSTRS with specific information concerning the firm’s capability to provide services as described in this RFP. Please limit your responses to no more than one (1) page per question, unless otherwise instructed, and type each question in the same number order as in the questionnaire.

5. Submission of Proposal

CalSTRS is providing the following instructions to allow for electronic submissions of proposals. Please read these submission instructions carefully.

Failure to follow these instructions may result in proposals not being received in a timely manner and may not be accepted.

a. All proposals must be submitted to CalSTRS electronically by using the following link:

https://resources.calstrs.com/CalSTRSComResourcesWebUI/Solicitation/Pag es/Submission.aspx

If Proposers encounter any difficulties uploading proposals, they must promptly notify CalSTRS Procurement at Procurement@CalSTRS.com, with attention to Michael Thao.

Proposals must be received no later than November 22, 2024 by 3:00 p.m., PT . Proposals received after the specified date and time may be rejected.

1) CalSTRS will only accept ONE proposal submission per Proposer.

2) Only ONE file attachment is allowed and must be in the form of a compressed zip file (7z, RAR, zip, zipx, tar.bz2, and tar.gz). The file size cannot exceed 150MB. The file attachment must include all required documents as listed in Attachment 1 – Required Attachments/Exhibits Checklist & Certifications of this RFP.

3) It is the Proposer’s responsibility to ensure that submissions are complete and includes all requested materials. The information contained therein will be the only material that will be reviewed by the evaluation team for purposes of scoring the proposals for this

RFP.

4) Proposers may modify their electronic submission by withdrawing their original proposal and resubmitting a new proposal prior to the Proposal Submission Deadline. Proposal modifications submitted in any other manner, oral or written, or after the Proposal Submission Deadline may not be considered. Proposers may withdraw their own proposal by submitting a written withdrawal request to CalSTRS Procurement at Procurement@CalSTRS.com, with attention to Michael Thao. Proposers may thereafter submit a https://resources.calstrs.com/CalSTRSComResourcesWebUI/Solicitation/Pages/Submission.aspx https://resources.calstrs.com/CalSTRSComResourcesWebUI/Solicitation/Pages/Submission.aspx new proposal prior to the Proposal Submission deadline using the foregoing instructions.

5) CalSTRS accepts no responsibility for any technical difficulties or delays associated with the electronic submission and transmission of any proposals.

6) Any other sections in this RFP which address submission of proposals in paper format shall be deemed replaced by the foregoing instructions allowing for electronic submission. Paper submissions will not be accepted for this RFP.

7) Attachment 4, Fee Proposal, shall be a separate document within the electronic submission compressed zip file. The remaining proposal documents shall be saved as one PDF document.

b. Proposals must be submitted for the performance of all the services described herein. Any deviation from the work specifications will not be considered and will cause a proposal to be rejected.

c. A proposal may be rejected if it is conditional or incomplete, deemed non-responsive, or if it contains any alterations of form or other irregularities of any kind. CalSTRS may reject any or all proposals and may waive any immaterial deviation in a proposal. CalSTRS waiver of immaterial defect shall in no way modify the RFP document or excuse the Proposer from full compliance with all requirements if awarded the agreement.

d. If CalSTRS contacts a Proposer to request clarification or completion of a required attachment and/or exhibit, the Proposer shall have 48-hours to respond to CalSTRS request electronically. If requested documentation is not received within the specified timeframes, CalSTRS may deem the proposal non-responsive.

e. It is CalSTRS policy not to disseminate the competitive processes in

Microsoft Word. We will accept proposals with slight variations in the formatting, as long as the proposal provides required information in the order requested.

f. Costs for developing proposals, and in anticipation of award of the agreement, are entirely the responsibility of the Proposer and shall not be charged to CalSTRS.

g. A Proposer may modify a proposal, after its submission, by withdrawing its original proposal and resubmitting a new proposal prior to the proposal submission deadline date. Proposal modifications offered in any other manner, oral or written, will not be considered.

h. CalSTRS may modify the RFP prior to the date fixed for submission of proposals by issuing an addendum that will be posted on caleprocure.ca.gov.

i. CalSTRS reserves the right to reject all proposals. CalSTRS is not required to award an agreement.

j. Proposers are cautioned to not rely on CalSTRS during the evaluation to discover and report to the Proposer any defects and errors in the submitted documents. Proposers, before submitting their documents, should carefully proof them for errors and adherence to the RFP requirements.

k. More than one (1) proposal from an individual, firm, partnership, corporation or association under the same or different names will not be considered. Reasonable grounds for believing that any Proposer has submitted more than one (1) proposal for the work contemplated herein will cause the rejection of all proposals submitted by that Proposer. If there is reason for believing that collusion exists among the Proposers, none of the participants of such collusion will be considered in this or future solicitations.

l. A joint proposal, where two (2) or more entities submit one (1) proposal, will not be considered for this RFP.

6. Evaluation Process

a. The proposal must be organized to correspond with all requirements and formats set forth in this RFP. Refer to Section C, Proposal Requirements and Information, Subsection 4 for further information. No assumptions will be made by CalSTRS regarding the intentions of the Proposer in submitting the proposal.

b. All proposals submitted will be evaluated for form and content in accordance with the provisions stated in this RFP. Clarifications may be requested from the Proposer at any phase of the evaluation process for the purpose of clarifying ambiguities in the information presented in the proposal.

c. Proposals and any subsequent presentations should be submitted with the most favorable terms the Proposer can offer. If CalSTRS is unable to execute an agreement with the apparent highest-scoring responsive and responsible Proposer, CalSTRS reserves the right to award the agreement to the next highest-scoring responsive and responsible Proposer.

d. The purpose of the proposal evaluation process is two-fold: 1) to assess the responses for compliance with the minimum qualifications, content and format requirements; and 2) to identify the Proposers that have the highest probability of satisfactorily performing the services as described herein. The evaluation process will be conducted in a comprehensive and impartial manner as set forth below:

1) Prequalification Evaluation

a) Upon electronic submission, a confirmation receipt will be sent to the email address provided on the Submission Solicitation Form, which will serve as a date and time stamp.

b) Each proposal package will be inspected to ascertain that it is properly labeled. Proposals not passing this inspection may not be accepted.

c) Contents of all proposals may be considered public information when a Notice of Intent to Award is posted.

d) All proposals will be reviewed to determine if they satisfy the minimum qualifications specified in Attachment 2, Minimum Qualifications, and contain the required submittals specified in Section C, Proposal Requirements and Information.

2) Phase 1, Proposal Evaluation

Proposals that pass the prequalification evaluation will move onto Phase 1, Proposal Questionnaire Evaluation, and undergo an evaluation process conducted by an evaluation team selected by CalSTRS Chief Executive Officer, CEO, or designee. The evaluation team members will individually review proposals and the evaluation team will come together to evaluate and consensus score the proposals in order to select the top Proposers based on the categories enumerated in Scoring Criteria, Attachment 10.

Proposers must receive a minimum of 280 points on, Phase 1.A, the Proposal Evaluation in order to advance to Phase 1.B, Fee Proposal evaluation.

a) Proposal Questionnaire

The Proposal Questionnaire, Attachment 3, is intended to provide CalSTRS with specific information concerning the Proposer’s capability to provide "enter basic information" as described in the RFP. The Proposal Questionnaire has a maximum of 400 points.

b) Fee Proposal

The Fee Proposal must cover costs for services as described in Attachment 14, Scope of Work, and submitted in the format prescribed in Attachment 4, Fee Proposal.

The Fee Proposal will have a maximum score of 120 points, as identified on Attachment 10, Scoring Criteria.

The Proposer with the lowest fee will receive 120 points.

Other proposals will be rated proportionately as follows:

Lowest Fee x 120 Points = Proposer’s Score Proposer’s Fee

3) Phase 2, Disabled Veterans Business Enterprise (DVBE) Incentive

A DVBE Incentive will be awarded to those proposals that meet the confirmed DVBE participation as outlined in the chart below.

Confirmed DVBE participation is identified by the dollar amount and/or percentage of DVBE commodities and/or services on Attachment 7, Small Business, Microbusiness, and Disabled Veteran Business Enterprise (DVBE) Commercially Useful Function Related Information and Declaration Form.

The DVBE Incentive points are determined by multiplying the maximum points for the Proposal Evaluation on Attachment 10, Scoring Criteria by the DVBE Incentive percentages.

Confirmed DVBE Participation of: DVBE Incentive Points

3.01% - 4.00% inclusive 16 4.01% - 5.00% inclusive 21

5.01% and over 26

The DVBE Incentive points will only be applied to responsive bids from responsible Proposers. As provided in California Code of Regulations 1896.99.100, incentive points cannot be used to achieve any applicable minimum point requirements.

Proposers must list the subcontract percentage for each DVBE on Attachment 7, Small Business, Microbusiness, and Disabled Veteran Business Enterprise (DVBE) Commercially Useful Function Related Information and Declaration Form in order to be eligible to receive the DVBE Incentive. Information submitted by Proposers to claim the DVBE Incentive(s) is subject to verification by CalSTRS. For certification purposes, the Proposer will be held to the DVBE Participation percentage proposed on the aforementioned Declaration Form.

4) Phase 3, Preliminary Interviews

At the discretion of CalSTRS, the highest scoring Proposers may be invited to an interview with CalSTRS. The interview will have a maximum rating of points identified on Attachment 10, Scoring Criteria. Interview points will not be added to the Proposal Questionnaire and Fee Proposal points.

5) Phase 4, Board Interviews for Primary Compensation Strategist

At the discretion of CalSTRS, one or more of the highest scoring Proposers resulting from the Preliminary Interviews may be invited to interview with the Board for the role of the Primary Compensation Strategist. The selection of the Primary Compensation Strategist does not preclude any of the other Proposers invited to Board Interviews for Primary Compensation Strategist from being included in the “pool”.

7. Award and Protest

a. If at any time during or at the conclusion of this RFP process CalSTRS determines that, in its discretion, the results of this process are unsatisfactory; CalSTRS reserves the right to discontinue this process and decline to award an agreement. If an agreement award is made, the agreement award will be made to the highest-scoring responsive and responsible Proposer satisfying all requirements but may be subject to final negotiations.

b. Notice of Intent to Award will be posted on the CalSTRS website at www.CalSTRS.com. News releases pertaining to the award resulting from this RFP shall not be made without prior written approval by CalSTRS CEO or their designee.

c. Any Proposer may file a protest of the awarding of the agreement. The protest must be filed within five (5) business days of the date of the Notice of Intent to Award. Within five (5) calendar days after filing the protest, the protesting party shall file, with CalSTRS, a full and complete written statement specifying facts, evidence supporting factual allegations, laws, regulations, or procedures providing grounds for the protest. Protests are limited to the following grounds:

http://www.calstrs.com/

1) CalSTRS failed to substantially adhere to any specified procedures as set out in the RFP.

2) CalSTRS failed to correctly apply the standards for reviewing the format requirements or failed to evaluate the proposals as specified in the RFP.

3) CalSTRS failed to follow evaluation and rating methods as specified in the RFP.

4) CalSTRS proposes to award an agreement to other than the

Proposer receiving the highest rating(s) and satisfactorily meeting all requirements of the final agreement negotiations.

5) CalSTRS used a method other than the method set out in the RFP to determine agreement award.

d. Protests shall be made in writing and submitted electronically to Procurement@CalSTRS.com with attention to Michael Thao, identifying the RFP number and title, your firm name and the reason for the protest.

Once a protest has been filed, the agreement may not be awarded until either the protest is withdrawn or CalSTRS has decided the matter.

Following the receipt of a protest, the CEO, or designee, of CalSTRS will either decide the matter or refer it to a committee appointed by the board for final resolution. The decision by the CEO, or designee, or the committee of the board shall be final. Notification of the decision will be sent to the protesting party within thirty (30) days after a decision has been reached.

8. Disposition of Proposals

Proposals that contain proprietary information should have a statement to that effect included in Attachment 1, Required Attachments/Exhibits Checklist & Certifications, with a list of all pages designated as proprietary following Attachment 1. For any page(s) to be designated as proprietary, please label “Proprietary Information” in the upper right-hand corner. CalSTRS will use reasonable efforts to exempt such pages or items from public disclosure except to the extent provided in any resulting agreement or the extent required by law.

CalSTRS makes no representations or warranties that such efforts will be successful. Please note that the entire proposal cannot be considered proprietary.

Proposal packages may be returned only at the Proposer’s expense.

9. Standard Conditions of Service

a. All performance under the agreement shall be completed on or before the termination date of the agreement.

b. CalSTRS does not accept alternate agreement language from a prospective contractor. A proposal with alternate language will be considered a counter proposal and may be rejected. CalSTRS Terms and Conditions are not negotiable. Please refer to the sample agreement for a sample of the agreement that may be awarded. Proposers should review the sample agreement and terms and conditions included within it before submitting a proposal.

c. No oral understanding or agreement shall be binding on either party.

10. Darfur Contracting Act Certification

Pursuant to the Darfur Contracting Act of 2008, Act, “scrutinized companies” are ineligible to submit a proposal for an Agreement with a state agency. As such, the Proposer must certify compliance with the Act by completing (a.) or (b.) as defined below:

a. Completing Attachment 5, Darfur Contracting Act Certification, certifying that:

b.

1) It is not a scrutinized company pursuant to Public Contract Code, PCC, Section 10476, or

2) It is a scrutinized company as defined by PCC Section 10476 but has received written permission from the Department of General Services to submit a bid or proposal pursuant to PCC Section 10477(b), OR

c. Indicating on Attachment 1, Required Attachments/Exhibits Checklist &

Certifications, that within the previous three (3) years it has not had any business activities or other operations outside of the United States.

Proposals submitted without a completed Attachment 5, Darfur Contracting Act Certification, may be deemed ineligible unless the Proposer has indicated on Attachment 1, Required Attachments/Exhibits Checklist & Certifications, that it has satisfied the requirements under this section.

11. Iran Contracting Act

Pursuant to the Iran Contracting Act of 2010 (Public Contract Code sections 2200 through 2208 are “the Act”), vendors are ineligible to bid on, submit a proposal for, enter into, or renew any contract with the state for goods or services of one million dollars ($1,000,000) or more if the vendor engages in investment activities in Iran, as defined in the Act. The Act requires that the Department of General Services (DGS) establish and periodically update a list of ineligible vendors.

Also, pursuant to the Act, financial institutions are ineligible to bid on, submit a proposal for, enter into, or renew any contract with the state for goods or services of one million dollars ($1,000,000) or more if the financial institution extends credit, as defined in the Act, to a business identified on the DGS list of ineligible vendors that will use the credit to provide goods or services in the energy sector in Iran.

As such, Proposers must certify that they are not on the list of ineligible vendors CalSTRS prohibited from doing business with the State of California. Proposers must submit Attachment 6, Iran Contracting Act, with their proposals.

12. Disabled Veteran Business Enterprise (DVBE) Agreement Participation

Effective January 1, 2021, any contracts resulting from this solicitation on or after 1/1/21, are subject to Military and Veterans codes 999.5-999.7 which resulted from SB 588 (Ch. 80, Stats. 2020). This law requires an awarding department on a contract to withhold $10,000, or the full payment if it is less than $10,000, from the final payment on a contract until the certification required is received by the awarding department. For certification purposes, the Proposer will be held to the DVBE Participation percentage proposed on the aforementioned Declaration Form.

PCC Section 10115 requires an agreement participation goal of three percent (3%) DVBE for agreements awarded by CalSTRS. This goal applies to the total agreement dollars expended by CalSTRS annually.

It is the policy of the board that all contracting activities are performed in accordance with all applicable State and Federal laws. The board has adopted a policy that directs staff to encourage, promote, and facilitate the fullest possible participation by disabled veteran business enterprises in agreements awarded by CalSTRS.

The mandatory DVBE requirement for this RFP has been waived. However, a DVBE Incentive will be awarded to those proposals that meet the confirmed DVBE participation. Confirmed DVBE participation is identified by the percentage listed in the “Corresponding % of bid price” column on Attachment 7, https://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode=MVC&division=4.&title&part&chapter=6.&article=6 http://leginfo.legislature.ca.gov/faces/billNavClient.xhtml?bill_id=201920200SB588

Small Business, Microbusiness, and Disabled Veteran Business Enterprise (DVBE) Commercially Useful Function Related Information and Declaration Form for each DVBE subcontractor.

All Proposers must complete and return Attachment 7, Small Business, Microbusiness, and Disabled Veteran Business Enterprise (DVBE) Commercially Useful Function Related Information and Declaration Form.

13. Diversity, Equity & Inclusion Vendor/Contractor Survey

It is the policy of CalSTRS to survey potential contractors, vendors and consultants for the existence and maturity of their internal and external DEI programs. Inclusion of a DEI survey within the CalSTRS procurement process is consistent with CalSTRS Core Values and CalSTRS Business Plan, supports Sustainable Investment & Stewardship Strategies (SISS) goals, advances the best long-term interests of CalSTRS members, and facilitates the Board of Directors’ exercise of its fiduciary duty to prudently invest, manage and administer plan assets. As such, all solicitations shall require all Proposers to respond to the survey in order to be qualified to submit a proposal, as outlined in Attachment 2, Minimum Qualifications. Failure to complete the survey shall result in disqualification. Please utilize this link to access and complete on behalf of the entity: CalSTRS DE&I Inclusion Vendor/Contractor Survey.

14. Authorized/Key Personnel

a. Attachment 8, Authorized/Key Personnel, names certain members of the Proposer’s staff who will exercise a significant role and perform services in compliance with Attachment 14, Scope of Work, under an agreement that may be awarded by CalSTRS. These personnel shall be hereafter referred to (both individually and collectively) as "Authorized/Key Personnel." This designation does not mean that the individuals have the authority to bind the firm contractually.

b. Contractor shall not substitute, replace or reassign Authorized/Key

Personnel without CalSTRS prior approval. However, with CalSTRS written approval, the parties may agree a change in these Authorized/Key Personnel, and that written approval document shall become a part of the agreement.

c. An agreement may be terminated immediately with written notice from

CalSTRS to the Contractor, at CalSTRS sole discretion, because of any change in or the departure of the Contractor's Authorized/Key Personnel.

https://calstrs.az1.qualtrics.com/jfe/form/SV_ekOO3ERdD49In3M

15. Warranties

Attachment 12, Warranties, lists the warranties that will be incorporated in any agreement awarded pursuant to this RFP. By signing any agreement awarded pursuant to this RFP, Contractor certifies acceptance of these warranties.

16. Third Party Economic Interest Disclosure

a) Policy

The Third Party Economic Interest Disclosure Policy set forth in the Teachers’ Retirement Board Governance Manual requires entities and Key Personnel engaging in business with CalSTRS to disclose campaign contributions, as defined under the California Political Reform Act, valued in excess of $250, prohibits providing charitable contributions valued in excess of $250, and gifts in excess of the current monetary limit established by the Fair Political Practices Commission, as well as requiring the periodic disclosure of campaign contributions, charitable contributions, and gifts. A copy of the current policy is attached as Exhibit D and the Proposer is required to comply with its provisions.

b) Submission of Disclosures

1) Upon submission of a proposal (or initial application) to do business with CalSTRS, Attachment E, Form 600-H Third Party Economic Interest Disclosure, must be submitted on behalf of the:

a) Proposer (Entity) (signed by the individual who is authorized to bind the firm contractually) and

b) Each of its Authorized/Key Personnel (those who signed

Attachment 8).

No other version of this form will be accepted (e.g., annual submittal or generic form downloaded from www.CalSTRS.com).

2) Upon execution of an agreement, the successful Contractor must submit another Form 600-H on behalf of the Entity (Proposer) and each of the Authorized/Key Personnel to cover the interim period since the submission of the proposal (initial application).

3) After execution of an agreement, the Contractor must submit Form

600-H on an annual basis as specified in the agreement.

c) Changes in Laws or Policy

CalSTRS reserves the right to amend, upon prior written notice, the above provisions to conform with any subsequent amendments to the political reform laws and CalSTRS policies.

17. Addenda: Errors and Omissions

CalSTRS may modify any part of the RFP in writing by issuance of an addendum.

Addenda issued prior to the final filing date for submission of proposals will be available at caleprocure.ca.gov. Addenda issued after the final filing date will be sent to all responding Proposers as appropriate.

If a Proposer discovers any ambiguity, conflict, discrepancy, omission or other error in this RFP, the Proposer shall immediately notify the CalSTRS Procurement Office of such error in writing and request clarification or modification of the document. Such notice shall be given prior to the final filing date for submission of proposals. Modifications or clarifications of the RFP by CalSTRS shall be made by addenda and posted at caleprocure.ca.gov. If, prior to the final filing date for submission, a Proposer fails to notify CalSTRS of a known error, or an error that reasonably should have been known, the Proposer shall not be entitled to additional compensation or time by reason of the error or its late correction.

The provisions of any written amendment hereto or clarification hereof issued by CalSTRS pursuant to this section shall be incorporated by reference and made a part of the agreement awarded as a result of this RFP.

18. Background Investigation

Selected contractor must demonstrate compliance with Exhibit F, CalSTRS Contractor Background Investigation Policy, for all employees providing services to CalSTRS under the resulting agreement.

19. Statement of Economic Interest (Form 700)

Selected contractor shall not directly or indirectly receive any economic benefit from recommendations made to CalSTRS and shall disclose to CalSTRS any personal investment or economic interest of Contractor which may be enhanced by the recommendations made to CalSTRS. Contractor acknowledges that CalSTRS is subject to the provisions of the Fair Political Practices Act of California (Government Code sections 81000, et seq., and all regulations adopted thereunder, including, but not limited to, Title 2, California Code of Regulations, section 18700) and Contractor shall comply promptly with any requirement thereunder. As a consultant to CalSTRS, Contractor shall require its Authorized/Key personnel named and all later substitutions therefore to file

Statements of Economic Interests in compliance with CalSTRS Conflict of Interest Code (Title 5, California Code of Regulations, section 22000). All such reports shall be filed simultaneously with CalSTRS.

20. Supplier Self-Service Portal and CalSTRS’ Internet Privacy Principles and Policy

The Proposer must be registered in the CalSTRS integrated on-line financial system, the Supplier Self-Service (SUS) Portal. Registration in the SUS portal allows CalSTRS to establish contracts and schedule payments. During the evaluation stage, CalSTRS’ system will be checked to determine if the Proposer’s registration already exists or if a registration must be created on the Proposer’s behalf.

All Proposers must review CalSTRS’ Internet Privacy Principles and Policy here, then certify in section C of Required Attachments/Exhibits Checklist & Certifications, in Attachment 1 below.

Additionally, all Proposers must submit Attachment 13, Business Partner Form (Form 1570), with their proposal. Instructions for completing the form.

D. PREFERENCE PROGRAMS

Proposers who may have questions regarding the following bid preferences may contact the Office of Small Business and DVBE Services at (916) 375-4940 or the TACPA Preference Program Group at (916) 375-4609.

1. Small Business Preference – https://www.dgs.ca.gov/PD

2. Disabled Veteran Business Enterprise Incentive – https://www.dgs.ca.gov/PD

3. Target Area Contract Preference Act, TACPA – https://www.dgs.ca.gov/PD/Services/Page-Content/Procurement-Division- Services-List-Folder/Request-a-Target-Area-Contract-Preference https://www.calstrs.com/footer-link/privacy https://www.dgs.ca.gov/PD https://www.dgs.ca.gov/PD https://www.dgs.ca.gov/PD/Services/Page-Content/Procurement-Division-Services-List-Folder/Request-a-Target-Area-Contract-Preference https://www.dgs.ca.gov/PD/Services/Page-Content/Procurement-Division-Services-List-Folder/Request-a-Target-Area-Contract-Preference

ATTACHMENT 1

REQUIRED ATTACHMENTS/EXHIBITS CHECKLIST & CERTIFICATIONS

Please complete this checklist and certifications form providing information about the proposing firm and to confirm the items below are in your proposal. Place a check mark or “X” next to each item that you are submitting to CalSTRS. For your proposal to be responsive, all required attachments must be returned, including this form, Attachment 1. Attachment 1 must be signed by an individual(s) authorized to bind the Proposer contractually.

Original signatures are not required at this time. Acceptable signature options for this RFP include scanned images of manual signatures, DocuSign, or Adobe electronic signature service. An unsigned or incomplete Attachment 1 may cause the proposal to be rejected.

A. PROPOSER’S FIRM INFORMATION

1. Organizational structure (e.g., corporation, partnership, etc.)

2. FEIN or CIN

3. Firm’s (Entity) Contact Information:

a. Address

b. Phone Number

c. Facsimile Number

4. Firm’s Primary Liaison:

a. Name

b. Phone Number

c. E-mail address

5. Representative(s) Authorized to Bind the Firm contractually:

a. Name

b. Title

c. Phone Number

d. E-mail address

B. PROPRIETARY INFORMATION

Should the proposal contain proprietary information, please place a check mark or an “X” next to the item marked “yes” below and attach an additional sheet to this form. The additional sheet shall list the page numbers and subsections, if applicable, of the proprietary information. The page(s) within the proposal to be considered proprietary shall be clearly marked in the upper right hand corner of the page(s).

Please note: The entire proposal cannot be considered proprietary.

Yes, this proposal includes proprietary information and I have complied with the instruction above: pages are clearly marked and a separate sheet listing the pages with subsections, if applicable, has been attached.

REQUIRED ATTACHMENTS/EXHIBITS CHECKLIST & CERTIFICATIONS (CONT.)

C. CHECKLIST

Attachments/Exhibits Attachment Name _____ Attachment 1 Required Attachments/Exhibits Checklist & Certifications _____ Attachment 2 Minimum Qualifications _____ Attachment 3 Proposal Questionnaire _____ Attachment 4 Fee Proposal

_____ Attachment 5 Darfur Contracting Act Certification* Check if not required* Please note: If this certification is not required for your agency, do NOT place a check mark on the line next to Attachment 5. Instead, simply check the box above that will indicate it is not required.

For more information the Darfur Contracting Act requirements, please see C.10 .

_____ Attachment 6 Iran Contracting Act _____ Attachment 7 Small Business, Microbusiness, and Disabled Veteran Business Enterprise (DVBE) Commercially Useful Function Related Information and Declaration Form

_____ Attachment 8 Authorized/Key Personnel _____ Attachment 9 Form 600-H Third Party Economic Interest Disclosure (On behalf of the entity) _____ Attachment 9 Form 600-H Third Party Economic Interest Disclosure (For each Authorized/Key Personnel, per Attachment 8) _____ Attachment 11 Proposing Firm References _____ Attachment 13 Business Partner Form (Form 1570)

Yes, I’ve read the CalSTRS’ Internet Privacy Principles and Policy and accept the terms. I understand if a registration is not already located in CalSTRS’ system, one will be created on this Proposer’s behalf.

Other Required Documents from Proposal Questionnaire and/or Minimum Qualifications:

_____ References _____ Executive Summary _____ Biographical Profile

If applicable:

_____ Small Business Preference https://www.dgs.ca.gov/PD _____ Disabled Veteran Business Enterprise Incentive https://www.dgs.ca.gov/PD _____ Target Area Contract Preference Act, TACPA https://www.dgs.ca.gov/PD/Services/Page-Content/Procurement-Division-

Services-List-Folder/Request-a-Target-Area-Contract-Preference https://www.calstrs.com/footer-link/privacy https://www.calstrs.com/footer-link/privacy https://www.dgs.ca.gov/PD https://www.dgs.ca.gov/PD https://www.dgs.ca.gov/PD/Services/Page-Content/Procurement-Division-Services-List-Folder/Request-a-Target-Area-Contract-Preference https://www.dgs.ca.gov/PD/Services/Page-Content/Procurement-Division-Services-List-Folder/Request-a-Target-Area-Contract-Preference

REQUIRED ATTACHMENTS/EXHIBITS CHECKLIST & CERTIFICATIONS (CONT.)

D. CERTIFICATIONS

By signing this form, Attachment 1, I (we) certify:

1. The information contained in this proposal is accurate and that all required documents (e.g., attachments, exhibits, forms, etc.) to be submitted as a part of this proposal are certified to be true and binding upon the Proposer.

2. This is a firm and irrevocable offer good for one (1) year.

3. Our willingness to perform the services as described in the RFP.

4. The availability of staff and other required resources for performing all services and providing all deliverables as described in this RFP.

Signature of Person Authorized to Bind Printed Name and Title The Proposing Firm Contractually

Date

ATTACHMENT 2

MINIMUM QUALIFICATIONS

A proposing firm must meet all of the following minimum qualifications to CalSTRS satisfaction to be given further consideration. Failure to satisfy ANY of the minimum qualifications may result in the immediate rejection of the proposal.

1. As of final date for proposal submission, the proposed designated Principal Consultant must have a minimum of ten (10) years of experience in executive and management compensation consulting that includes a combination of the following as referenced by Attachment 11.

a. Providing compensation advice to senior management, executive staff and/or a board or similar body.

Yes No

b. Performing compensation studies with access to compensation data in both public and private sectors for financial entities.

Yes No

c. Served as a member of a committee or board with compensation policy oversight.

2. As of final date for proposal submission, the Proposing Firm must have at least three (3) years of experience providing compensation consulting services for financial entities with assets greater than $1 billion as referenced by Attachment 11.

ATTACHMENT 2

MINIMUM QUALIFICATIONS (CONT.)

3. As of final date for proposal submission, the Proposing Firm must have at least three (3) years of experience providing consultation services to individual private sector firms and/or public agencies regarding the administration of executive and management compensation programs, evolving marketplace pay program trends and best practices, current salary survey data and analysis of survey data as referenced by Attachment 11.

Some knowledge of labor relations or union environment is desirable.

ATTACHMENT 3

PROPOSAL QUESTIONNAIRE

The Proposal Questionnaire is intended to provide CalSTRS with specific information concerning the Proposer’s capability to provide services as described in this RFP. Limit your response to this questionnaire to no more than one (1) page per question and type each question in the same number order as in the questionnaire.

A. Organization and Background

1. Name of your Firm.

2. Location of headquarters.

3. Location and address of branch which would provide service(s) under this contract.

4. What is the mission or statement of your Firm’s principal business?

5. Within the past five (5) years, have there been any significant changes in your Firm’s organizational ownership, corporate officers, or principal business? If yes, please describe.

6. Identify the specific Work Components within Exhibit A, Scope of Work for which your firm is proposing to provide services to the Teachers’ Retirement Board Compensation Committee. Identify at least three (3) similar projects, which the Proposer has worked on, for each Work Component your firm is proposing to provide services. Include a description of each project, the dates of engagement, and client contact information (entity name, contact name, title, email address, and telephone number). Limit response to no more than 4 pages.

B. Qualifications of Consultant(s) to be Assigned

1. Name and title of the individual who would be the Principal Consultant for the firm.

Please attach a copy of their professional profile to include experience with projects of similar scope.

2. Please identify two (2) projects which the proposed Principal Consultant served as either the principal consultant or in a support capacity. If there were not two (2) such projects identified, please provide additional information addressing their role on representative projects. Limit response to no more than 3 pages.

3. Please identify the extent to which the Principal Consultant would be directly involved in gathering and interpreting data for the project.

PROPOSAL QUESTIONNAIRE (CONT.)

4. Name(s) and title(s) of individual(s) who would be Support Consultants under this contract. Please attach a copy of each individual’s professional profile of their work experience.

C. Understanding of Public Agency Compensation Environment

1. Please describe the experience your firm has presenting compensation recommendations for executive positions to public agency governing boards.

2. Please contrast the challenges of providing compensation recommendations in the public sector with doing so in the private sector.

3. Please describe your experience understanding and presenting the difference in compensation setting involving labor and a union environment.

D. Additional Aspects of Competitiveness

Please provide any additional information you feel is appropriate to describe your Firm’s qualifications and competitiveness to address the needs presented in the RFP. This information should include, but not necessarily be limited to, experience your Firm has had in providing advice on the administration of performance-based incentive compensation programs. Please limit the information you provide to no more than five(5) pages.

E. Executive Summary

Please provide an Executive Summary describing how your firm can assist the Compensation Committee in carrying out its responsibilities as identified in the Compensation Committee Charter, which may be found in Teachers’…