ESBD_363506_1718639491471_TESRS_RFP_326-25-004 Invstmnt-Accting Reporting Svcs. FINAL.docx

Investment Master Contractor Services Contract Contract No.

EFFECTIVE DATE: September 1, 2024

DRAFT

Request for Proposal (RFP) Related to Investment Accounting and Financial Reporting Services

RFP 326-25-004

Texas Emergency Services Retirement System (TESRS) Release Date: June 17, 2024

Table of Contents

SECTION 1. GENERAL INFORMATION

1.01. INTRODUCTION

A. The Texas Emergency Services Retirement System (TESRS) issues this Request for Proposals (the “RFP”) to solicit proposals from qualified vendors to provide investment accounting services and financial reporting to TESRS.

B. All requisite services, which are fully described in Section 2, are referred to as “Services” in this RFP. Each individual or Respondent submitting a proposal in response to this RFP shall be referred to as a “Respondent.” The selected Respondent or Respondents, if any, are hereinafter referred to collectively as the “Successful Respondent.” All references in this RFP to TESRS include the Board.

C. The Board reserves full discretion and authority to make the final selection of a Successful Respondent. The Board will make the final decision regarding whether to accept or to reject all proposals. The Board further reserves the right and discretion to enter into parallel negotiations with more than one Respondent to this RFP. The Board reserves the discretion to request a best and final offer.

1.02. AUTHORITY

A. Texas Government Code §865.006(a) provides the TESRS Board the authority to acquire investment accounting and financial reporting services and the TESRS Board has determined that the services of a Certified Public Accountant (CPA) are necessary for the Board to perform its constitutional fiduciary duties.

B. TESRS has determined that the services of a CPA are necessary for the Board to perform its constitutional fiduciary duties and is soliciting the services listed herein under Chapter 2155.148, Texas Government Code C. TESRS is soliciting the services listed herein under Chapter 2254, Subchapter A, Texas Government Code.

1.03. CONTRACT AND TERMS

A. TESRS intends to award one Contract for the services solicited herein. It is anticipated that a Contract awarded under this solicitation will be effective September 1, 2024, and shall terminate on August 31, 2028. TESRS, at its own discretion, may extend the Contract for one (1) additional one-year (1) period, subject to terms and conditions mutually agreeable to both Parties.

B. A Contract awarded under this RFP, if any, shall be based on the Sample Contract included as Exhibit A of this RFP and shall incorporate this entire RFP. The Sample Contract includes boilerplate provisions, and the TESRS Board reserves the right, in its sole discretion, to make a Contract award without negotiation of these provisions.

C. In the event the Board requires negotiations with Respondents, any modifications or clarifications agreed to with the Successful Respondent during Contract negotiations shall be incorporated into the final executed Contract.

D. Each Respondent must review these terms and conditions in Exhibit A and elsewhere in this RFP and address any concerns or issues and offer alternative provisions in its transmittal letter. Terms and conditions not specifically objected to in the transmittal letter will be deemed accepted by Respondent.

E. TESRS may reject a response that takes exception to the TESRS’ Terms and Conditions.

F. The Board has final approval of any Contract awarded as a result of this RFP. TESRS reserves the right, in its sole discretion, to modify the terms and conditions of the Sample Contract in the best interests of the State prior to signature by the Parties.

G. Notwithstanding any exceptions or other provision of Respondent’s proposal to the contrary, the Respondent shall indemnify TESRS and the State of Texas, as specified in the Sample Contract. The State of Texas, the Board and their respective employees, officers, agents, and representatives will not indemnify the successful Respondent for any amount for any purpose and any provisions to the contrary are void.

1.04. PROGRAM OVERVIEW

A. TESRS is a state agency that was established in 1977 to ensure the availability of retirement benefits for emergency services responders who served their communities. Today, TESRS provides a resource for communities to fund benefits for emergency services personnel and to recruit and retain new members. For its vested members, TESRS provides a lifetime retirement annuity, including a lifetime annuity for surviving spouses, as well as on-duty, off-duty death benefits and on-duty disability benefits.

B. A nine-member Board, appointed by the Governor, oversees TESRS. The Board oversees the hiring and evaluation of the Executive Director who is responsible for the day-to-day operations of the agency and supervision of TESRS’ employees, the Board’s service providers, consultants, and investment managers.

C. As the administrator of the fund, TESRS collects contributions from local government(s) for each of a department’s active volunteers, invests the proceeds, calculates benefits, and issues payments to retirees and their beneficiaries.

D. As of March 29, 2024, the Fund had seven (7) mutual funds, three (3) collective trust, three (3) separate accounts, and a market value of approximately $129 million. The investment program has allocations to the following asset classes: US Large Cap Value and Growth, US Small/Mid Cap Value and Growth, International Equity Developed Markets, International Equity Emerging Markets, Core Fixed Income, Master Limited Partnerships, US Core Real Estate, and Multi Asset.

E. Additional information about TESRS and its programs can be found at http://www.tesrs.org . To view prior TESRS annual financial reports and other information about TESRS, please visit http://www.tesrs.org/financial-information .

1.05. SCHEDULE OF EVENTS

TESRS anticipates that the selection of the Successful Respondent and execution of the Contract, if any, will proceed according to the schedule below. All times stated in this document refer to Central Daylight Time, Austin, Texas. All deadlines are subject to change at TESRS’s sole discretion.

If the dates stated above are changed prior to the deadline for submission of Solicitation Responses, TESRS will notify Responders of record, if any, of the changes and will post such changes on the ESBD website at https://www.txsmartbuy.com/esbd (search under Agency Code 326).

Any modification of dates after the deadline for submission of Solicitation Responses will not be posted, however, TESRS will notify all responsive Responders of record of those changes

1.06. DEFINITIONS

A. Investment accounting performed monthly throughout the Term of the Contract. Investment accounting tasks include:

i. Monthly journal entries into MIP and USAS to record investment transactions (income, sales, and purchase activity). The source of this data is monthly statements from the custody bank.

ii. Reconcile the investment accounts on the MIP trial balance to the consolidated monthly custody bank statement.

iii. Supervises monthly the activities of the securities contractor and reconciles the account of each investment manager.

iv. Reconcile the investment accounts on the MIP trial balance to USAS.

B. Financial reporting functions required by TESRS. Reports include the following:

i. Presentation of quarterly reports on agency budgets and cash balances to the Board.

ii. Preparation of the Annual Financial Report, for each state fiscal year, required by the Texas Comptroller of Public Accounts for inclusion in the state’s comprehensive annual financial report. and subject to audit by TESRS’ external auditing firm, this includes accruals for end of year accounting. This task includes generation of adjusting entries in both MIP and USAS and reconciliation of the general ledger accounts in both systems. The format of this report must adhere to the reporting requirements set forth by the Texas Comptroller of Public Accounts.

iii. The AFR is then audited by outside certified public accountants to obtain objective opinions regarding the accuracy of the system’s financial statements. Coordination with TESRS external auditor of functions relating to the Annual Financial Reports audits for each state fiscal year, including preparation of schedules supporting the financial reports.

iv. Assistance with Legislative Budget Board fiscal year reporting.

C. Ad-hoc reporting and other accounting duties as needed and requested by TESRS in its sole discretion, at the negotiated rates in this contract.

D. Preparation of ad-hoc reports required by TESRS and agencies having oversight over TESRS, including performance of other accounting tasks as TESRS may request or require these other tasks will be determined as the need arises on a work order basis. The parties will execute a work order prior to the execution of any ad-hoc reporting.

i. Assistance with the end of fiscal year invoice accruals to close out the fiscal year

ii. Processing of pension members’ IRS Form 1099R and vendor’s 1099 Miscellaneous

iii. Contractor has the option to subcontract the services to produce, print, distribute and e-file tax forms.

E. Regular monthly CFO accounting tasks. Below is a list of tasks that include, but are not limited to the following:

i. Budget-related items for the agency

ii. Invoicing governmental entities and collecting contributions payments paid on behalf of each active member of the system. Local accounts payable staff and TESRS staff work to resolve any issues related to invoicing and payment.

iii. Monthly cash reconciliations for funds 0001 and 976

iv. Assistance with ACH transactions

v. Assistance with payroll-related questions

vi. Additional scope agreed upon between the parties F. Accounting must be on a state fiscal year basis, September 1 –August 31.

2.03. CONTRACTOR RESPONSIBILITIES

A. Contractor shall communicate as needed with the TESRS Executive Director (ED) to ensure that all necessary functions performed under this Contract are performed in a timely, professional and acceptable manner. Services rendered hereunder that the ED determines are unacceptable shall be redone, at the Contractor’s expense, to a level acceptable and in a time frame acceptable to the ED.

B. Contractor shall maintain confidentiality of all TESRS data, notifying TESRS immediately in writing of any unauthorized breach or disclosure.

C. Contractor shall notify TESRS immediately in writing of any conflict of interest or potential conflict of interest over the Contract term.

D. Contractor shall submit invoices for deliverables only when the deliverables are completed and approved by TESRS.

2.04. TESRS RESPONSIBILITIES

A. TESRS shall provide management and oversight of the Contractor’s services including designation of the Executive Director and Agency Accountant.

B. TESRS shall ensure access to necessary TESRS information to allow Contractor to perform contract requirements.

C. TESRS shall ensure access to TESRS staff and subject matter experts as applicable to the Project.

D. TESRS shall provide payment to Contractor for any approved deliverables received and accepted during the contract period.

2.05. TECHNOLOGY

A. Respondent shall ensure that any Respondent employee or subcontractor employee who has access to a state computer system or database shall complete a cybersecurity training program certified under Section 2054.519 of the Texas Government Code. Such training is required to occur during the contract term and the renewal period. Respondent shall provide TESRS with verification of the completion of the requisite training no later than August 31st of each fiscal year.

B. Ability to provide disaster recovery and business continuity services in the event of a disaster or other extraordinary event.

2.06. PERSONNEL

A. Respondent shall assign appropriate accounting and investment performance personnel to the TESRS account and make assigned personnel available as needed.

B. Respondent shall assign the Respondent’s Point of Contact to the TESRS account.

C. Respondent shall provide competent personnel to facilitate access to records and information that may be required for audit purposes.

D. Respondent shall provide the personnel to assist TESRS’s auditor with any and all investment accounting and financial reports inquiries.

Respondents must meet the minimum qualifications listed below:

A. Solicitation Responses that appear unrealistic in terms of technical commitment, that show a lack of technical competence, or that indicate a failure to comprehend the risk and complexity of a potential contract may be rejected.

B. Respondent must submit a Summary of Minimum Qualifications (not to exceed two pages) that provides specific support for meeting the minimum qualifications outlined in this Section. This summary shall specifically state how the Respondent meets each minimum qualification or can direct the evaluators to the appropriate section of the Solicitation Response that provides support for the Respondent satisfying each minimum qualification.

C. The lead professional(s) assigned to the TESRS account, at a minimum:

i. Must have three (3) years with the Firm;

ii. Must be licensed to practice as a Certified Public Accountant (CPA) in Texas and be in good standing with the State Board of Public Accountancy;

iii. Must have three (3) consecutive years of actively offering governmental accounting services to state or local governments;

iv. Must possess a strong knowledge of U.S. Generally Accepted Accounting Principles, auditing standards, and procedures applicable to governmental entities operating investment funds; and

v. Must have availability to provide and accommodate ad-hoc consultations and meetings. Depending on urgency and notice of need to schedule a meeting, ad-hoc meetings and consultations may be attended by conference call.

D. All Firms submitting Responses must meet the minimum qualifications stated below:

i. Must provide evidence in the Solicitation Response of Firm stability and financial strength;

ii. Must be in existence for at least five (5) years;

iii. Must be licensed to practice public accountancy in the state of Texas and be in good standing with the State Board of Public Accountancy; and

iv. Must have at least three (3) consecutive years of experience providing accounting services to state or local governmental retirement plans.

C. The following insurance policies providing a minimum of the following must be in effect at the time the proposal is submitted and throughout the term of the agreement:

i. Workers’ Compensation and Employers’ Liability Insurance Workers’ Compensation insurance complying with the state and federal laws and regulations having jurisdiction over each employee and Employer's Liability with limits of $1,000,000 each accident, $1,000,000 disease each employee, and $1,000,000 disease policy limit.

ii. Commercial General Liability Insurance (Occurrence based) Commercial General Liability insurance on an occurrence form with a limit of $1,000,000 each occurrence, and annual aggregates of $2,000,000, for bodily injury and property damage, including coverage for premises operations, blanket contractual liability, including damage to property in the care, custody and control of contractor, personal injury liability, independent contractors, and products/completed operations.

iii. Commercial Crime Insurance Crime/Fidelity coverage: sufficient to cover all employees employed by Contractor who shall be responsible for handling any monies; Employee Dishonesty $1,000,000, Forgery or alteration $1,000,000, Theft, Disappearance, Destruction, Inside/Outside $1,000,000.

iv. Cybersecurity Insurance Not less than $1,000,000 per claim to be maintained for the duration of the agreement and three years following its termination.

v. Commercial Automobile Liability For Contractors who will drive on Texas Emergency Services Retirement System (TESRS) or in the performance of their services provided to TESRS, Automobile Liability in an amount not less than $1,000,000 per occurrence for bodily injury and property damage, including owned, hired and non-owned vehicle coverage.

vi. Professional Liability Insurance Professional Errors and Omissions Liability insurance, appropriate to the Contractors profession, in an amount of not less than $10,000,000 per claim/aggregate.

vii. Umbrella or Excess Liability Coverage Not less than $10,000,000 per occurrence and in the aggregate.

A. The decisions of TESRS regarding the above shall be administratively final.

B. All proposals shall become a part of TESRS’s official procurement files and may be available for public inspection upon execution of a Contract, if any.

C. TESRS, in its sole discretion, may amend or modify any provisions of this RFP or withdraw this RFP at any time prior to the award of a Contract.

4.02. Respondent’s Obligations:

A. TESRS shall look solely to the Successful Respondent for the performance of the Contract. Successful Respondent shall provide the services outlined in Section 2 under the direction of TESRS. The Successful Respondent shall be the sole point of Contract responsibility.

B. The Successful Respondent shall be liable, both individually and severally, for the performance of all obligations under the awarded Contract and shall not be relieved of the non-performance of any subcontractor.

C. It is the responsibility of interested parties to periodically check the ESBD website for updates to this RFP prior to submitting a proposal. Respondent’s failure to periodically check the ESBD website for updates will in no way release the Successful Respondent from compliance with any requirements, even if such compliance results in additional costs to meet the requirement.

4.03. PUBLIC INFORMATION:

1. TESRS will not consider any proposal that bears a copyright. As a state agency, TESRS will strictly adhere to the requirements of Chapter 552 of the TGC (the "Texas Public Information Act") regarding the disclosure of public information. As a result, by participating in this solicitation process Respondent acknowledges that all information, documentation, and other materials submitted in response to this solicitation may be subject to public disclosure under the Texas Public Information Act.

1. TESRS does not have the authority to agree that any information submitted will not be subject to disclosure. Disclosure is governed by the Texas Public Information Act. Respondents are advised to consult with their legal counsel concerning disclosure issues resulting from this process and to take precautions to safeguard trade secrets and proprietary or otherwise confidential information.

1. TESRS assumes no obligation or responsibility relating to the disclosure or nondisclosure of information submitted by Respondents. If it is necessary for Respondent to include trade secrets or proprietary or otherwise confidential information in its submission, Respondent must clearly mark in bold red letters the term “CONFIDENTIAL” using at least 14-point font, on the specific part or page of the submission which Respondent believes to be confidential. Respondents should also include in the filename the word “CONFIDENTIAL”.

1. All submittals and parts of submittals that are not marked confidential will be automatically considered to be public information. If TESRS receives a public information request seeking information marked by Respondent as confidential, Respondent will receive notice of the request as required by the Texas Public Information Act.

1. If TESRS receives a public information request for submittals and parts of submittals that are not marked confidential, the information will be disclosed to the public as required by the Texas Public Information Act. Note that pricing is not considered confidential under the Texas Public Information Act. Upon award, a full tabulation that includes all submitted pricing and scores will be distributed to all Respondents.

Do not mark your entire submission as “Confidential”.

4.04. TESRS POINT OF CONTACT

All requests, questions, or other communications about this Solicitation shall be emailed to the person named below:

Cassandra Davis, Contract Manager Texas Emergency Services Retirement System RFP@tesrs.texas.gov

4.06 NON-MANDATORY LETTERS OF INTENT; SUBMISSION OF QUESTIONS

A. Respondents interested in submitting a proposal in response to this RFP are encouraged to submit a non-mandatory letter of intent containing their contact information to the TESRS Point of Contact by the deadline set forth in the Schedule of Events.

B. TESRS will allow written requests for clarification of this Solicitation. Questions must be e-mailed to the TESRS Point of Contact.

C. The deadline for submitting questions is noted in Section 4.04(A). Please provide Respondent’s name, address, phone number, e-mail address, and name of contact person when submitting questions.

4.07. RESPONSES TO QUESTIONS

A. All accepted questions will result in written responses with copies posted to the ESBD at: http://www.txsmartbuy.com/sp . Respondents’ names shall be removed from questions in the responses released.

B. The official answers to questions will be posted to the ESBD website on or before the date specified in Section 4.04(A). It is the responsibility of all potential Respondents to frequently check the ESBD website or contact the TESRS Point of Contact for updates to this RFP, official responses to submitted questions, and for other related information.

4.08. PROHIBITED COMMUNICATIONS

A. On issuance of this Solicitation, except for the designated TESRS Point of Contact described in Section 4.05(A), TESRS, its representative(s), or partners will not answer questions or otherwise discuss the contents of this Solicitation with any potential Respondent or their representative(s).

B. Attempts to ask questions by phone or in person will not be allowed or recognized as valid. Failure to observe this restriction may disqualify the Respondent.

C. Respondent shall rely only on written statements issued through or by the TESRS Point of Contact. This restriction does not preclude discussions between affected parties for the purposes of conducting business unrelated to this Solicitation.

A. Only those responses that meet the requirements delineated in Section 8 shall be evaluated and scored.

B. The evaluation of responses will be conducted in accordance with the best value standard set forth in Section 2254.003 of the Texas Government Code, and the criteria and relative weighs are as follows:

i. Respondent’s Demonstrated Competence, Knowledge, and Qualifications: Respondent’s qualifications and experience in providing similar services to those requested in this RFP, including the experience of Respondent’s proposed personnel, as stated in the written response to this RFP. (Weight 75%);

ii. Reasonableness of Cost Proposal. (Weight 25%)

iii. TESRS will also review the Texas Comptroller of Public Accounts Vendor Performance Tracking System to verify vendor performance on other State contracts. The evaluation committee may utilize this information to:

iv. In order to clarify any response, the TESRS Solicitation Evaluation Committee may contact the Respondent’s point of contact, references provided in a Response to this Solicitation, contact Respondent’s clients, or solicit information from any available source concerning any aspect of the Solicitation deemed pertinent to the evaluation process.

5.02. SHORT LIST

TESRS expects to conduct an initial evaluation of the Solicitation Responses and develop a short list of finalists. However, TESRS is not obligated to develop this list. If a list is developed, all Respondents will be notified in writing whether or not they are finalists.

5.03. INTERVIEWS

A. TESRS may request that finalists deliver a presentation regarding the Respondent’s experience and qualifications and/or be interviewed by members of the Board’s selected committee on a date and at a location to be determined.

B. TESRS is not responsible for any costs incurred by the Respondent regarding preparation, travel, and all other expenses related to the delivery of a presentation and/or an interview.

5.04. CONTRACT AWARD

A. It is the intent of TESRS to award one Contract to a qualified Contractor under this Solicitation.

B. TESRS reserves the right, in its sole discretion, to enter into preliminary negotiations with one or more than one of the top-ranked Respondents.

C. An award notice will be sent to the selected Respondent. Neither TESRS’s issuance nor Respondent’s receipt or acceptance of an award notice constitutes a contract between TESRS and the selected Respondent.

D. Any award is contingent upon the successful negotiation of final contract terms and upon the approval of the Executive Director of TESRS. Negotiations shall be confidential and not subject to disclosure to competing Respondents unless and until an agreement is reached.

E. Solicitation Responses are subject to the Texas Public Information Act, Chapter 552 of the Texas Government Code, and will be withheld from or released to the public only in accordance therewith.

Respondent must submit a transmittal letter with the following:

A. Information that identifies the entity submitting the proposal and includes a commitment by that entity to provide the Services required by the Board.

B. A statement that the proposal is complete as submitted and must warrant the Respondent has met all of the minimum qualifications specified in Section 3.

C. A Proposal Validity Period of one hundred eighty (180) days from the deadline for delivery of proposals to TESRS. Any proposal containing a term of less than one hundred eighty (180) days for acceptance from this deadline may be rejected as non-responsive.

D. A statement of acceptance of the terms and conditions of the contract as set forth in the Sample Contract located in Exhibit B to the RFP. If a Respondent takes exception to any of the proposed terms and conditions stated in the Sample Contract or this RFP, those exceptions must be noted and explained in the transmittal letter. However, failure to accept those terms and conditions may result in disqualification of the proposal.

E. Respondent also must indicate in its transmittal letter why it believes it is the most qualified Respondent to provide the requisite Services and why it believes its proposed services best meet the Board’s objectives and RFP requirements.

i. Each Respondent must review these terms and conditions in Exhibit A, Sample Contract, and elsewhere in this RFP and address any concerns or issues in its transmittal letter and offer alternative provisions. Terms and conditions not specifically objected to in the transmittal letter will be deemed accepted by Respondent.

ii. The transmittal letter must be signed by a person legally authorized to bind Respondent.

6.02. TABLE OF CONTENTS

The proposal must contain a table of contents.

6.03. RESPONDENT’S NARRATIVE

A. Executive Summary: Provide a brief overview of the key points of the proposal.

B. Provide a detailed narrative explaining why Respondent is qualified to provide the services enumerated in Section 2, focusing on the Respondent’s key strengths and competitive advantages.

C. Provide a detailed narrative that provides specific support for meeting the minimum qualifications outlined in Section 3.

D. Major subcontractors.

i. Respondent must identify in its Respondent’s Narrative any major subcontractors the Respondent intends to utilize in performing 15% or more of the work stated in Section 2.

ii. Respondent must indicate in its Respondent’s Narrative whether or not the Respondent holds any financial interest in any major subcontractor. It may be required as a condition of award that an authorized officer or agent of each proposed major subcontractor sign a statement to the effect that the subcontractor has read, and will agree to abide by, the Respondent’s obligations under any contract awarded pursuant to this Solicitation.

iii. If a major subcontractor will not be utilized, Respondent must indicate such in its Solicitation Response Respondent’s Narrative.

iv. In all circumstances, Respondent is required to complete and submit in its Solicitation Response Exhibit F, HUB Subcontracting Plan (HSP).

6.04. LITIGATION HISTORY

A. Provide a complete disclosure of any actual or alleged breaches of contract with regard to any and all engagements.

B. Provide a complete disclosure of any civil or criminal litigation or investigation pending at any point during the last three (3) years that involves Respondent or in which Respondent has been judged guilty or liable. For each instance of litigation or investigation, Respondent shall list the basic case information (e.g., cause number/case number, jurisdiction, venue information, names of parties, name of investigating entity, and subject matter); a description of claims alleged by or against the Respondent or its parent, subsidiary, or other affiliate; for each resolved case, a description of the disposition of the Respondent’s involvement (e.g., settled, dismissed, judgment entered, etc.).

C. If Respondent has no litigation history, as described in Section 6.04(B) above, indicate such in the Respondent Narrative.

D. In all circumstances, the Respondent must include in its Solicitation Response a completed and signed copy of Exhibit C, Criminal Conviction Certification.

E. Failure to comply with the terms of this provision may disqualify any Respondent.

F. Responses may be rejected based upon Respondent’s prior history with the state of Texas or with any other party that demonstrates, without limitation, unsatisfactory performance, adversarial or contentious demeanor, or significant failure(s) to meet contractual obligations.

6.05. CORPORATE BOARD RESOLUTION, AUTHORIZED REPRESENTATIVE

If the Respondent is a Corporation or other legal entity, the Respondent must include in its Solicitation Response a copy of the Corporate Board Resolution or other official document which states by name and title the person who is authorized by signature to legally bind the Corporation or entity in a Contract.

6.06. FEE PROPOSAL

A. Proposals must include all information regarding any proposed fees in a manner that makes clear all charges TESRS would incur for the Services. Respondent may provide a proposed detailed fixed dollar fee schedule, if applicable, to any Services proposed. If Respondent has multiple fee schedules for separate types of funds and/or strategies or Services, relevant fee schedules must be provided with its proposal. Respondent must state the assumptions upon which its fee or fees are based.

B. Respondent must give the number of accounts and the amount of the assets (USD) managed if the basis for the fees or a breakdown of fees by individual Services is proposed. Respondent must state if fees are negotiable and any pricing break points and provide any other relevant information.

C. Fees paid to Successful Respondent shall be negotiated prior to Contract signature and shall be based on the Services provided, and shall be the sole compensation paid hereunder.

6.07. REQUIRED EXHIBITS

The Respondent must include in its Solicitation Response completed and signed copies of each of the following exhibits:

A. Amendment TESRS reserves the right to alter, amend, or modify any provision of this Solicitation, or to withdraw this Solicitation, at any time prior to the award, if it is in the best interest of TESRS.

B. Informalities and Irregularities in Solicitation Responses TESRS reserves the right to, in its sole discretion; waive informalities and irregularities in any Solicitation Response.

C. Rejection TESRS reserves the right to reject any or all Solicitation Responses received prior to contract award.

D. Irregularities Any irregularities or lack of clarity in this RFP should be made in writing to the attention of the TESRS Point of Contact listed in Section 4.05 as soon as possible so that corrective addenda may be furnished to prospective Respondents.

E. Open Records

1. TESRS is a government agency subject to the Texas Public Information Act (PIA), Chapter 552, Texas Government Code. The Solicitation Response and other information submitted to TESRS by the Respondent are subject to release as public information. The Solicitation Response and other submitted information shall be presumed to be subject to disclosure unless a specific exception to disclosure under the PIA applies. If it is necessary for the Respondent to include proprietary or otherwise confidential information in its Solicitation Response or other submitted information, the Respondent must clearly label the information as proprietary or confidential information and identify the specific exception to disclosure of that information in the PIA.

1. The Respondent making a blanket claim that the entire Solicitation Response is protected from disclosure because it contains some proprietary information is not acceptable and shall have the effect of making the entire Solicitation Response subject to release under the PIA. In order to initiate the process to seek the Texas Attorney General’s opinion regarding the release of proprietary or confidential information, the specific provisions of the Solicitation Response the Respondent considers proprietary or confidential must be clearly labeled as described above. Any information that is not clearly identified as proprietary or confidential shall be deemed to be subject to disclosure pursuant to the PIA, except as provided by law.

1. Respondents are required to make any information created or exchanged with the state pursuant to this solicitation and any contract that may result from this solicitation, and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the state. Information related to the performance of this contract may be subject to the PIA and will be withheld from public disclosure or released only in accordance therewith. The Respondent shall make any information required under the PIA available to TESRS in Portable Document Format (PDF) or any other format agreed between the parties. The original copy of each Solicitation Response shall be retained in the official files of the agency as a public record. Solicitation Responses and all other documents associated with this Solicitation will be withheld or released upon written request only in accordance with the PIA. To the extent that the Respondent seeks to prevent the disclosure of portions of its Solicitation Response to the public, the Respondent shall be responsible for demonstrating the applicability of any exception to disclosure provided under the PIA in accordance with the procedures prescribed by the PIA.

1. The Respondent may clearly label individual documents “confidential” or “trade secret” to indicate that the Respondent is of the opinion that the so marked document is excepted from disclosure and may legally be withheld from the public. Respondent thereby agrees to indemnify and defend TESRS for honoring such a designation. The failure of Respondent to clearly label such documents shall constitute a complete waiver of any and all claims for damages caused by TESRS’ release of these records. Pursuant to Texas Government Code, Chapter 2261.253(a), any contract that results from this Solicitation, including the selected Respondent’s Solicitation Response, shall be posted to the TESRS’ website.

F. Contract Responsibility The Respondent shall be solely responsible for the performance of all contractual obligations that may result from an award based on this RFP. The Respondent shall not be relieved of its obligations for any non-performance by its subcontractors, if any.

G. Public Disclosure

i. The Respondent will not advertise that it is doing business with TESRS or use a contract resulting from this Solicitation as a marketing or sales tool without the prior written consent of TESRS.

ii. The Respondent may not distribute or disclose this Solicitation to any other vendors or companies without permission from TESRS.

H. Remedies All remedies available to TESRS for breach or anticipatory breach of any contract that results from this Solicitation are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies. TESRS may exercise any available legal or equitable remedy.

I. Protest Any Respondent unsuccessful or aggrieved in connection with this Solicitation may file a protest with the Executive Director.

J. Contract Terms and Conditions

i. TESRS reserves the right to negotiate final contract terms with any selected Respondent; however, Exhibit B, Sample Contract is provided as a courtesy to Respondents interested in responding to this Solicitation. The terms and conditions in Exhibit B are subject to change prior to the execution of any contract or work order that may result from this Solicitation.

ii. Execution of Exhibit B of this Solicitation shall constitute an agreement to all terms and conditions specified in this Solicitation including, but not limited to, Exhibit B and all terms and conditions therein.

K. Vendor Performance Reporting

i. TESRS is required by Rule (34 TAC §20.509) to report vendor performance through the Vendor Performance Tracking System (VPTS). Additional information on this system can be found via the Texas Comptroller of Public Account website:

https://comptroller.texas.gov/purchasing/programs/vendor-performance-tracking/ .

ii. As of January 24, 2017, the VPTS reporting methodology was revised so that vendors are assigned a letter grade (A-F) rather than the historic satisfactory/unsatisfactory ratings. The report grades for historic reports will be displayed as “Legacy Satisfactory” or “Legacy Unsatisfactory.” New reports will be graded on the A-F scale as now required by statute. A Respondent’s past performance shall be measured in the VPTS by a letter grade that combines any historic ratings with ratings using the new letter grade system in the method described in 34 TAC §20.115.

iii. TESRS is authorized to consider past performance when determining contract award as part of the “Best Value” standard, in compliance with applicable provisions of Texas Government Code §2155.074, §2155.075 and §2156.125. TESRS may conduct reference checks with other entities regarding past performance. In addition to evaluating performance through the VPTS, TESRS may examine other sources of vendor performance including, but not limited to, notices of termination, cure notices, assessments of liquidated damages, litigation, audit reports, and non-renewals of contracts. Any such investigations shall be at the sole discretion of TESRS, and any negative findings, as determined by TESRS, may result in non-award to the Respondent.

L. Solicitation Response Checklist This checklist is provided to inform the Respondent of the documents that must be submitted as the Respondent’s Solicitation Response. Solicitation Responses must contain all documents in the order prescribed below to be considered as a responsive offer. Any Solicitation Responses received without these requisite documents may be deemed nonresponsive and may not be considered for contract award. Provide documents in the following order:

A. Respondent shall complete and submit all documentation listed in the Solicitation Response Checklist Section 7.01(L).

B. All submitted documents shall be in Adobe Acrobat (.PDF) format, version 9.0 or higher.

C. If combining files in packages, pages should be numbered and contain an organized table of contents corresponding to each section.

D. Respondents to this RFP are responsible for all costs of proposal preparation and delivery and any costs associated with the interview.

8.02. SOLICITATION RESPONSE

A. The Solicitation Response shall be presented in the order found in Section 6 and in the format specified below.

B. Responses to each section and subsection shall be labeled clearly to indicate the item being addressed. Exceptions to this will be considered during the evaluation process.

C. Solicitation Responses Submission: The following file version of the Solicitation Response will be accepted:

i. Original Printed Solicitation Submission:

a. 8 ½” x 11” paper

b. 12-point font with 1” print margins, not less than 1.5-line spacing

c. Portrait print orientation, single-sided

d. One printed Solicitation Response with original signatures and marked “ORIGINAL”

e. Five printed bound copies of the Solicitation Response

f. One electronic copy of the Solicitation Response in PDF format on a USB flash drive labeled with the Respondent’s name and “TESRS RFP 326-001” USB flash drives will not be returned to the Respondent(s)

g. Color displays, promotional materials, etc., are not necessary or desired.

h. The printed original Solicitation Response should be unbound and secured with a binder clip or in a loose-leaf binder.

i. Any terms and conditions attached to a Solicitation Response will not be considered unless specifically referred to in this Solicitation.

j. Failure to meet these conditions may result in disqualification of the Solicitation Response, and the Respondent shall receive no further consideration.

k. If discrepancies are found between the original printed Solicitation Response and the electronic copy, the original printed response will be the basis for resolving any discrepancies.

l. Facsimile proposals are not acceptable responses to this RFP.

8.03. SOLICITATION RESPONSE SUBMISSION DEADLINE AND DELIVERY

Deadline for Submission A. Solicitation Responses must be received by TESRS no later than as specified in Section 4.04 (A), July 10, 2024 by 2:00 p.m. (CDT). Respondent may submit its Solicitation Response any time prior to the deadline.

B. Printed Solicitation submissions should be delivered or postmarked by the specified deadline to the following address:

Texas Emergency Services Retirement System Attn: Cassandra Davis, CTCM 208 E. 10th Street, Suite 309 Austin, Texas 78701

8.04. RESPONSE ALTERNATIONS, MODIFICATIONS, AND WITHDRAWALS

Solicitation responses may be modified, altered, or withdrawn by e-mail or written notice to the TESRS Point of Contact, provided such notice is received prior to the deadline for the submittal of the Solicitation Response stated in Section 4.04 (A).

INTENTIONALLY LEFT BLANK

EXHIBIT A. SAMPLE CONTRACT

INVESTMENT ACCOUNTING AND FINANCIAL REPORTING SERVICES CONTRACT

BETWEEN

TEXAS EMERGENCY SERVICES RETIREMENT SYSTEM AND

INSERT CONTRACTOR NAME

The Texas Emergency Services Retirement System, a state agency (hereinafter referred to as “TESRS) on behalf of The Board of Trustees of TESRS located at 208 E. 10th Street, Austin, Texas 78711, and Insert Contractor Name (hereinafter referred to as “Contractor”), located at Insert Principal Place of Business Address, enter into the following contract for Investment Accounting and Financial Reporting Services (hereinafter referred to as the “Contract”) pursuant to Texas Government Code Section 2165.001.

RECITALS

WHEREAS, the Texas Emergency Services Retirement System ("TESRS") is a trust fund established with the Comptroller of the State of Texas and an agency of the State of Texas created and organized under the constitution and laws of the State of Texas to provide retirement, death, and survivor benefits for volunteer firefighters and their beneficiaries;

WHEREAS, Texas Government Code§ 865.006(a) provides that the Board may acquire accounting and financial reporting services for the fund; and WHEREAS, Contractor desires to provide investment accounting and financial reporting services;SAMPLE

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained in this Agreement, the fees to be paid hereunder, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Board and the Contractor agree as follows:

TESRS hereby employs Contractor to provide investment accounting and financial reporting services. Except as provided in this Agreement, the Contractor shall not be responsible for any property not delivered to or received by the Contractor, its agents or…