ESBD_File_236474_CC-2200002_Solicitation_Final.pdf

Teacher Retirement System of Texas

Request for Proposal (RFP) Real Estate Portfolio Consulting Services

Solicitation No. CC-2200002 NIGP Class/Item Codes: 918-89

Anticipated Schedule of Events

April 28, 2021 Issuance of RFP

May 6, 2021, 3:00 p.m., Central time Deadline for Submission of Questions

May 28, 2021, 3:00 p.m., Central time Deadline for Submission of Proposals Late Proposals will not be considered

Real Estate Portfolio Consulting Services Solicitation No.: CC-2200002

Table of Contents I. Summary

II. Definitions and Acronyms

III. Scope of Work

A. Introduction

B. Scope of Work

IV. Evaluation Criteria

A. Minimum Qualifications

B. Statement of Qualifications and Experience – Selection Criteria: 40 points

C. Respondent’s Key Personnel Qualifications and Experience – Selection Criteria: 20 points

D. Technical Approach – Selection Criteria: 20 points

E. Pricing – Selection Criteria: 20 points

F. Proposal Content and Format – Selection Criteria: 0 or -5 points

V. Price Form

VI. HUB Subcontracting Plan Information

VII. Insurance Section

A. COVERAGES REQUIRED

B. POLICIES

C. RENEWAL CERTIFICATES

D. NOTICES OF CHANGE

E. INSURANCE CERTIFICATE

F. REQUIRED ADDITIONAL PROVISIONS

VIII. NOTICES, REPRESENTATIVES, AND RECORDS LOCATION

IX. Proposal Submission Format Requirements

A. Proposal Format

B. Submission Instructions

X. Proposal Content

XI. Respondent’s Signature and Information

XII. Acknowledgement of Additional Documents

XIII. Exception Language

XIV. The Impact of Senate Bill 65 on TRS’s Contracting Practices

XV. Contract Document List

Real Estate Portfolio Consulting Services

I. Summary

1. Purpose/Overview TRS issues this Request for Proposal to solicit qualified vendors to provide advisory services for the TRS Real Estate Investment Portfolio.

2. Type of Solicitation Request for Proposal (RFP)

3. Issuing Office Teacher Retirement System of Texas Procurement & Contracts 1000 Red River Street Austin, TX 78701-2698 ATTN: Aundre Petty

4. Purchasing Authority Competitive Procurement per Texas Government Code Section 825.103

5. Mandatory Requirements / Minimum Qualifications

Proposals that do not meet the following mandatory requirements and minimum qualifications will be rejected as non-responsive and disqualified:

Mandatory Requirements

1) See page 24 of 27 – Section XI. Respondent’s

Signature and Information.

Minimum Qualifications

1) See page 11 of 27 – Section IV. Evaluation Criteria

(A) Minimum Qualifications.

6. Responses to Solicitation

7. Deadline for Proposals

8. Initial Contract Term

9. TRS Optional Renewal Terms

10. TRS Procurement and Contracts Representative for this Solicitation

11. TRS Historically Underutilized Business (HUB) Coordinator

12. Proposals Submitted by Email

Competitive Proposals

Teacher Retirement System of Texas (TRS) no later than: May 28, 2021, 3:00 p.m., Central time

11/1/2021 – 10/31/2022

Three (3) one-year periods

Aundre Petty Aundre.Petty@trs.texas.gov

LaTresa Stroud

(512) 542-6307 LaTresa.Stroud@trs.texas.gov

Accepted – Submit the response, via email only, to the TRS Procurement and Contracts Representative listed for this Solicitation, specified in Item 10.

Real Estate Portfolio Consulting Services

13. Proposals Submitted by Fax

14. Solicitation Addenda

15. Questions and Answers

16. Contact with TRS Staff

Not Accepted

Notices of changes to items directly impacting the original Solicitation or Proposal process will be posted on the Electronic State Business Daily (ESBD) located at www.txsmartbuy.com/sp. TRS will post any amendment to this solicitation on the ESBD as a Solicitation Addendum. It is the responsibility of an interested party to periodically check the ESBD for updates to the Solicitation prior to submitting a Proposal. Each Respondent is solely responsible for verifying TRS’s receipt of its questions, if applicable, and Proposal by the deadlines specified in this Solicitation.

Questions regarding this Solicitation must be in writing and must be submitted to the TRS Contact Person specified in item 10 no later than May 6, 2021, 3:00 p.m., Central time. Telephone inquiries will not be accepted. Questions must be submitted by email to the email address specified in Item 10.

Upon issuance of this Solicitation, employees and representatives of TRS, other than the TRS Contact Person identified in Item 10, will not discuss the contents of this Solicitation with any Respondent, Potential Respondent, or its representatives.

Failure of a Respondent or any of its representatives to observe this restriction may result in disqualification of any related Proposal.

This restriction does not preclude discussions between affected parties for the purpose of conducting business unrelated to this procurement.

Real Estate Portfolio Consulting Services

II. Definitions and Acronyms

As used in this Solicitation, the following capitalized terms shall have the meaning specified below.

Term Definition Agency Teacher Retirement System of Texas Agency Primary Contact The person designated by TRS to be the point of contact between TRS and Contractor for the purposes of monitoring Contractor performance and providing day-to-day interaction and instruction during the term of the Contract. Also referred to as “Contract Manager,” and/or “Project Manager.”

Contract The definitive written agreement, if any, executed by the authorized representative of each of the parties at the end of the procurement process that formalizes the terms, provisions, covenants, and obligations, including but not limited to those contained in this Solicitation, of the respective parties to the arrangement for provision of Services.

Contractor The individual or entity deemed by TRS to be qualified to provide the goods, services or both sought by TRS pursuant to this solicitation and who is ultimately selected to carry out the requirements stipulated in this solicitation and any resulting Contract. Has the same meaning as “Vendor.”

Contract Manager The person designated by TRS to be the point of contact between TRS and Contractor for the purposes of monitoring Contractor performance and providing day-to-day interaction and instruction during the term of the Contract. Also referred to “Agency Primary Contact” and/or “Project Manager.”

Contract Execution The date the Contract is fully executed by all Parties.

Days Calendar days unless otherwise specified.

Deliverable Unit or increment of work required by the Contract, including such items as goods, services, phase completion, reports, or documents.

Electronic State Business Daily (ESBD)

The public-facing website in which applicable government entities post certain competitive procurement solicitations.

www.txsmartbuy.com/sp.

Employee; Respondent Employee

Any individuals who, on behalf of the Respondent, will or may participate in providing Services under any Contract resulting from this Solicitation. The term includes all officers, personnel, replacement personnel, agents, contractors, subcontractors, subcontractor employees, and other representatives of the Respondent, regardless of how employed or contracted by Respondent.

Financial Interest Receiving, or having a right to receive, money or other valuable property or benefits under or in connection with the actual or proposed Contract;

holding a position in a business such as a principal, officer, director, trustee, partner, employee, or the like, or holding a position of management; holding any of the outstanding debt of a person directly involved in the proposed or resulting Contract; or owning stock or other interest in the business.

Real Estate Portfolio Consulting Services

Term Definition Fiscal Year (FY) The State of Texas and TRS’s fiscal year that begins September 1 and ends August 31.

Key Personnel Individuals who contribute to the development or execution of a project in a substantive, measurable way, and whose absence from the project would be expected to impact the performance of the Contract.

Mandatory Required, compulsory, or obligatory.

Offer, Proposal, or Response The documents, including any exhibits or attachments, submitted by a prospective Contractor in response to a solicitation. “Offer” has the same meaning as “Proposal” or “Response,” when such terms are applicable in the solicitation document so titled as Request for Proposal (RFP), Request for Offers (RFO), or an Invitation for Bid (IFB), respectively.

Party Entity who enters into an agreement with one or more other contracting parties intending to be legally bound to perform the obligations for the agreed consideration.

Project Manager The person designated by TRS to be the point of contact between TRS and Contractor for the purposes of monitoring Contractor performance and providing day-to-day interaction and instruction during the term of the Contract. Also referred to “Agency Primary Contact” and/or “Contract Manager.”

Relative A current or former TRS employee’s spouse, father, mother, brother, sister, son or stepson, daughter or stepdaughter, mother-in-law, father-in-law, sister-in-law, brother-in-law, son-in-law, or daughter-in-law.

Respondent Each individual or entity that responds to this solicitation with a proposal to provide the goods, services or both sought by TRS pursuant to this solicitation in accordance with the requirements stipulated in this solicitation and any resulting Contract.

Services All of the requirements, duties, schedules, locations, and other items listed in the Solicitation. The term includes any other services associated with Respondent’s performance under any Contract resulting from this Solicitation.

TRS Teacher Retirement System of Texas, the public entity responsible for the issuance of this Solicitation.

Vendor The individual or entity deemed by TRS to be qualified to provide the goods, services or both sought by TRS pursuant to this solicitation and who is ultimately selected to carry out the requirements stipulated in this solicitation and any resulting Contract. Also has the same meaning as “Contractor.”

Vendor Primary Contact The person designated by the Vendor to be the point of contact between Vendor and Agency for purposes of scheduling, billing, contract management, and day-to-day management of Services under this Solicitation. Also has the same meaning as “Contractor Primary Contact.”

Work The services, goods, and property the Contractor is required to provide in the Contract. The term includes the entire completed undertaking and the various separately identifiable parts. The term also includes all duties of Contractor.

Real Estate Portfolio Consulting Services

III. Scope of Work A. Introduction

Teacher Retirement System of Texas (“TRS”), a public pension fund and entity of the State of Texas, issues this Request for Proposal (“RFP”) # CC-2200002 to solicit qualified vendors to provide advisory services for the TRS real estate investment portfolio pertaining to the optimization of top-down financing strategies that can be employed to best suit TRS short and long-term objectives.

B. Scope of Work

i. Background

TRS is a service-oriented public pension system providing retirement, healthcare, and related benefit programs for Texas public education employees, retirees, and their beneficiaries (“Participants”). TRS’ mission is to improve the retirement security of plan participants and their beneficiaries by prudently investing and managing trust assets and delivering benefits that make a positive difference in members' lives.

ii. Description of Work

a) Contractor shall conduct an initial assessment of the financing solutions used on the TRS real estate portfolio, make recommendations for improvements, assist in the implementation of those changes, and provide ongoing review, management, and execution capabilities alongside the TRS Real Estate team.

b) Contractor shall conduct an initial review and analysis of the TRS Real Estate portfolio that evaluates individual transactions, portfolios and real estate exposure to optimize from the top-down how financing may be employed to best suit TRS’ short and long-term objectives.

c) TRS will provide relevant data on its existing real estate portfolio to facilitate the review and assessment.

d) Contractor shall provide a full range of services to analyze, recommend, run a process, negotiate, and close transactions and must include post-closing loan asset management services.

e) Contractor must also review, structure and coordinate existing and new leverage across the portfolio to lower origination costs, lower spreads, smooth and stagger debt maturities and increase long-term returns.

f) Contractor must execute the agreed upon services and deliverables.

g) At no additional cost to TRS, the Services may include ad hoc reports sent by Contractor to its clients separately from regular reporting.

h) Contractor shall provide support services to assist TRS with problems, questions, or issues with the Services.

Real Estate Portfolio Consulting Services

iii. Acceptance Criteria for Deliverables

a) Within 30 calendar days following Contractor’s initial review and analysis of the TRS Real

Estate portfolio, Contractor must provide a written report with a summary of findings and a proposed implementation plan. TRS will have up to 30 business days to review the report and respond. TRS can request changes to this deliverable at no additional cost.

b) A subset of the TRS Real Estate Team will conduct a comprehensive, qualitative review of the deliverable to ensure it meets the business needs of TRS.

iv. Reporting

a) Contractor shall provide quarterly and annual reports containing updates on the implementation of the action plan as well as future recommendations.

b) TRS will require quarterly and annual reports providing updates for the duration of the Contract.

c) Timesheets are not required.

v. Invoicing Requirements

a) The Contractor will submit one invoice following the delivery of the initial proposal once that deliverable has been accepted by TRS. Thereafter, Contractor will invoice once per calendar quarter for work performed in the previous quarter.

b) Invoicing must be sent to the IMD Budget & Accounting team at inv-services@trs.texas.gov, with a copy to the TRS Accounts Payable team at PayableTeam@trs.texas.gov.

c) Invoices must be fully itemized to reflect the dates and deliverable(s) being included.

d) Invoices will be reviewed by the TRS Real Estate team prior to approval to ensure the item(s) being invoiced have been received.

e) TRS will not cover any travel-related expenses incurred in connection with this Contract.

vi. Communication Plan Upon execution of contract, TRS will set up a kick off meeting with Contractor’s Project Manager. At the kick off meeting, TRS and the Contractor will review all the terms of the contract and ensure there is a mutual agreement on the following:

• How to perform all the tasks outlined in the scope of work

• Deliverables of the contract

• Required forms, such as insurance certificates

• Terms of the contract

• Invoicing requirements

• Performance monitoring

• Contract close-out process

Below is the established communication plan for the Contract. It outlines how TRS and Contractor will communicate throughout the term of the contract on the performance of the work.

Real Estate Portfolio Consulting Services Solicitation No.: CC-2200002 mailto:inv-services@trs.texas.gov mailto:inv-services@trs.texas.gov mailto:PayableTeam@trs.texas.gov

Contractor will dedicate a Primary Contact to TRS for all future requests upon initiating the Contract. Contractor must set up a process for alternative Contractor contacts in the event the Primary Contact is unavailable or unresponsive to requests.

vii. Contractor Staffing TRS reserves the right to request Contractor to replace Contractor’s employees whom TRS judges to be incompetent, careless, unsuitable, or otherwise objectionable, or whose continued use is deemed contrary to the best interests of the State and TRS. Upon receipt of a formal written request from TRS’ Contract Manager, Contractor shall immediately proceed with the replacement.

Contractor may not use a subcontractor to perform services under the Contract without first notifying TRS in writing or without TRS’ prior written approval. If Contractor has a HUB Subcontracting Plan (HSP) and the subcontractor is not listed on the HSP, an amendment of the HSP will be required.

A background check of the Contractor’s staff is required if at any time during the life of the Contract, the staff assigned to work on the Contract meets any or all of the criteria listed below:

• Obtains a TRS user ID or password

• Has unlimited security badge access and is able to come and go into building and does not have restrictions

• Has limited security badge access for longer than 14 days

The background check will be performed by TRS and the Contractor is required to reimburse TRS for the cost of the background check within 30 days of receipt of notification that the background check is complete.

viii. Performance Tracking TRS may consider Contractor performance during the life of the Contract when determining whether to exercise a renewal option or termination of contract. At the end of each term and before a renewal option is exercised, TRS will provide written feedback to Contractor on Contractor’s performance. TRS reserves the right of non-renewal or early termination of contract for low performance as outlined in termination clauses. TRS reserves the right to publish and distribute results of the performance reviews or other quality or compliance reviews as outlined in Texas Administrative Code 20.509. If substantial deficiencies are identified by TRS of Contractor performance or competence in the delivery of services performed under the Scope of Work, TRS may require corrective action to correct the deficiencies. TRS will monitor the Contractor’s performance and may use the results of this monitoring to evaluate the Contractor’s ability to provide adequate services to TRS in the Contract or future contracts. If the Contractor fails to meet contract goals and expected results, TRS may reduce or terminate the Contract.

When assessing performance, TRS retains sole authority to determine whether the Contractor's performance under the contract is adequate. TRS will evaluate the deliverables provided over time as well as the frequency of content produced. At a minimum, the Contractor must provide the scope of work and reporting outlined under the Description of Work above.

Real Estate Portfolio Consulting Services Solicitation No.: CC-2200002 https://www.lawinsider.com/clause/performance-measurement

ix. Escalation Plan and Good Faith Negotiations Contractor shall provide an escalation plan for resolving issues and problems with the Services encountered during the term of the Contract. The escalation plan must explain how issues for complaints are prioritized and resolved. The escalation plan must include Contractor’s representatives of increasing authority who have authority to resolve the issues.

The Parties will attempt in good faith to resolve any claim or controversy arising out of or relating to the execution, interpretation, and performance of Services under the Contract through prompt negotiation between representatives of the Parties who have authority to settle the controversy.

Real Estate Portfolio Consulting Services

IV. Evaluation Criteria

Responses and Best and Final Offers (BAFO) will be scored under best value standards that are in the best interest of TRS using the following general categories, for which weights are shown:

Criteria Weight Statement of Qualifications and Experience 40 points Respondent’s Key Personnel Qualifications and Experience 20 points Technical Approach 20 points Pricing 20 points Proposal Content and Format 0 or minus 5 points Total 100 points

A. Minimum Qualifications

Proposals that do not meet the following Minimum Qualifications will be rejected as non-responsive and disqualified from further evaluation:

• Respondent must have direct experience with a similar Scope of Work in a prior engagement with a US public pension that has a real estate portfolio of $10 billion or greater.

• Respondent must manage US real estate debt and equity investment vehicles with active Assets Under Management (AUM) of $750 million or greater.

• Respondent must manage a debt platform with $3 billion AUM or greater.

B. Statement of Qualifications and Experience – Selection Criteria: 40 points

i. Respondent’s Company Qualifications

Company Organization Describe the Company's organization including at a minimum: type of business organization, e.g., corporation, partnership, sole proprietorship, etc.; date established;

state of incorporation; Texas authorization(s) to conduct business; location of Respondent’s company headquarters; relevant branch offices.

Company Ability to Perform Provide an overview description of the resources Respondent deems necessary to fulfill the requirements of the Scope of Work. Provide a general explanation and/or organizational chart which specify project leadership and reporting responsibilities.

Include proposed number of personnel by discipline to be dedicated to perform the services for TRS. The overall description should include the Company’s plan for managing resources, as well as an escalation hierarchy and contingency plan for handling any issues that may arise.

Company Past Performance Respondents shall submit information on the most recently completed contract or contract currently in progress for similar work to that described in the Scope of Work.

Some additional consideration or weight may be given to examples of projects that are similar to this project in type and scale or level of effort. If applicable, provide a list of three (3) representative clients for comparable projects.

Real Estate Portfolio Consulting Services

If the Respondent has no relevant past performance history, the Respondent must affirmatively state that it possesses no relevant directly related or similar past performance. If the Respondent does not indicate whether past performance history exists, the Respondent’s proposal may be considered ineligible for award.

List all work performed for TRS as prime Contractor or subcontractor during the last twenty-four (24) months including contracts, purchase orders, and sole source and emergency procurements. For each specific project, list the TRS contact associated with the project and TRS division and section in which the contact is or was employed.

Please be aware that TRS will review and take into consideration when evaluating past performance any information gained about a Respondent from the Texas Comptroller of Public Accounts (CPA) Vendor Performance Tracking System.

Company Client References Provide at least two (2) client references including names, contact addresses and phone numbers for clients for whom the Respondent has performed similar services as described in the Scope of Work. If the clients listed in Company Past Performance above are for similar work, the Respondent may list the same client references in both the Company Past Performance Section and the Company Client References Section of the Respondent’s Response under Tab 2.

Do not include references that refuse to release information on previous contract work to TRS or others upon request.

Note: References will be evaluated using Pass/Fail criteria. If references cannot be contacted because information supplied was erroneous or incomplete, those references will be counted as “unsatisfactory” and may result in a Failed reference evaluation.

If the Respondent does not provide all of the required references, the Respondent must affirmatively state the reason. Part of the procedure for selecting the Response may involve a state employee calling the references and asking them questions related to their knowledge of the Respondent’s work.

C. Respondent’s Key Personnel Qualifications and Experience – Selection Criteria: 20 points

Describe Respondent’s key personnel deemed necessary to fulfill the requirements of the Scope of Work. Provide a general explanation and/or chart which specify project leadership and reporting responsibilities and indicates which team members will interface with TRS management. Team members might include personnel Respondent deems necessary for TRS to evaluate its Response.

The Respondent shall include similar information for any subcontractors to be engaged for any Work under the Contract.

D. Technical Approach – Selection Criteria: 20 points

Describe generally Respondent’s technical approach for performing the services described in the Scope of Work. These descriptions are not expected to exhaustively illustrate all of the Respondent’s

Real Estate Portfolio Consulting Services capabilities but instead should provide examples of areas where Respondent’s abilities can be of service to the TRS. Please provide the following:

• A detailed description of the technical approach for completing tasks,

• A communication and escalation plan,

• A schedule of Work,

• Quality Assurance / Quality Control procedures for performing the Work.

The Technical Approach must demonstrate that the Respondent is able to competently perform all required services in accordance with the schedule and within the budget the Respondent provides.

E. Pricing – Selection Criteria: 20 points

Propose Respondent’s fully-loaded, firm, fixed prices or hourly rates. Prices shall include all costs of performance, including materials, equipment, labor, communication, and planning to successfully complete all services. All prices shall be considered as fully-loaded rates, that is, the rates include an accounting of all expenses. No other prices may be charged to TRS or paid by TRS.

If the Contract includes optional renewal terms, the pricing will be applied to each exercised optional renewal term.

Price will be evaluated by the evaluation team based on fairness and reasonableness.

F. Proposal Content and Format – Selection Criteria: 0 or -5 points

Respondent’s response must be organized with the designated index tabs and in the designated order as outlined in Section X: Proposal Content. If the item for a tab is not applicable to the Response, insert a page marked “Not Applicable” behind the tab.

If a Respondent is unable to submit a proposal in the format outlined in Section X, that response may result in a score of -5 points and/or considered non-responsive and may be disqualified.

Real Estate Portfolio Consulting Services

V. Price Form

Respondent must enter a price for each item listed.

The unit of measure is identified as a “lump sum” of each item/deliverable. The unit price is identified as the price the completion of all work for each item/deliverable. Total price must be for the completion of all work.

Submit pricing for one unit of each item. Multiply unit price by quantity and enter price per line item.

Add line item pricing and enter total price.

No additional amount will be paid for any costs or charges incurred by the awarded Contractor, which is not listed on the price form.

If the Contract includes optional renewal terms, the pricing will be applied to each exercised optional renewal term.

Item Unit of Measure Unit Price Quantity Price

Initial portfolio review and report with summary of findings and proposed implementation Plan

Each 1

Ongoing consulting and support as outlined in Description of Work

Calendar Quarter 4

Total Price

VI. HUB Subcontracting Plan Information

In accordance with Section 2161.252 of the Texas Government Code and 34 Texas Administrative Code Section 20.285, each state agency that considers entering into a contract with an expected value of $100,000 or more over the life of the contract (including any renewals) shall, before the agency solicits bids, proposals, offers, or other applicable expressions of interest, determine whether subcontracting opportunities are probable under the Contract. If subcontracting opportunities are probable, each state agency’s invitation for bids, requests for proposals, or other purchase solicitation documents with an expected value of $100,000 or more shall state that probability and require a Historically Underutilized Business (HUB) Subcontracting Plan (HSP).

An evaluation of potential subcontracting opportunities was conducted for the Contract in accordance with Texas Government Code Section 2161.252, and it was determined that the Contract does not contain any probable subcontracting opportunities. Therefore, TRS is not requiring a HUB Subcontracting Plan (HSP) be submitted with this proposal. However, if Respondent determines the need to Subcontract for any services, materials and/or supplies to fulfill the terms of the Contract, the Respondent must immediately inform TRS so that the solicitation may be updated, and the Respondent must submit a complete HUB Subcontracting Plan with its proposal to be considered responsive. The HSP form may be accessed at:

https://comptroller.texas.gov/purchasing/vendor/hub/forms.php.

If after the Contract award Contractor determines a need to Subcontract for any services, materials, and/or supplies, Contractor must contact TRS for prior approval and request a review of its HUB Subcontracting Plan in accordance with the good faith effort requirements. Contractor may not utilize a Subcontractor without prior written approval from TRS.

https://comptroller.texas.gov/purchasing/vendor/hub/forms.php

VII. Insurance Section

A. COVERAGES REQUIRED.

Contractor shall obtain and maintain throughout the Contract term the insurance coverages listed below:

i. Workers’ Compensation Insurance:

Coverage to secure the payment of compensation to injured employees as defined in the Texas Worker’s Compensation Act.

ii. Employer’s Liability Insurance:

Excess Liability and/or Umbrella Liability insurance may be combined in order to meet the following minimum amounts:

• Bodily Injury, $500,000 per accident;

• Disease, $500,000 per employee;

• Aggregate policy limit of $1,000,000.

iii. Commercial Automobile Liability Insurance:

Coverage in the following minimum amounts for owned, hired, and non-owned vehicles for claims of automobile bodily injury and property damage which may arise in the performance of the Contract. Excess Liability and/or Umbrella Liability insurance may be combined in order to meet the following minimum amounts:

• $500,000 per person/$1,000,000 per occurrence for bodily injury; and

• $500,000 per occurrence for property damage; or

• $1,000,000 per occurrence if the policy is issued for bodily injury and property damage combined.

iv. Commercial General Liability Insurance:

Coverage for claims of personal injury and bodily injury, including accidental death, and property damage which may arise from the performance of the contract. The types of coverage required are: Property Damage, Premises and Operations Hazards, Independent Contractor’s, and Contractual Liability. Excess Liability and/or Umbrella Liability insurance may be combined in order to meet the following minimum amounts:

• $500,000 per occurrence, $1,000,000 in the aggregate

v. Professional Liability Insurance:

Coverage for financial loss resulting from errors, omissions and failure to perform the professional services associated with the Contract. Coverage can be in the form of a claims made or per occurrence policy.

• $5,000,000 per occurrence, and

• $10,000,000 in the aggregate.

vi. Professional Malpractice/Managed Care Insurance:

Coverage for financial loss resulting from errors, omissions and failure to perform professional services associated with the Contract. Coverage can be in the form of a claims made or per occurrence policy.:

• $1,000,000 per occurrence, and

• $2,000,000 in the aggregate.

B. POLICIES.

Contractor shall procure and maintain at Contractor’s own expense, throughout the term of the Contract and any renewals or extensions thereof, sufficient insurance coverage as may now or hereafter be necessary to insure against any claim(s) for damages based on a violation of Law or arising out of services provided or to be provided to TRS and the Project under the Contract. Such coverage and limits shall not reduce Contractor’s total liability under the Contract. To this end, Contractor shall comply with the following provisions:

• All insurance policies required under this paragraph shall be issued by companies authorized to do business under the laws of the state of Texas, licensed, eligible or registered under Texas law with a rating of A- or better in a financial size category of IV or higher according to A.M. Best Company.

• Contractor shall furnish to TRS evidence of all required insurance, validated by the certificate of insurance. Evidence of insurance shall display TRS as the Certificate Holder in the following manner:

Attn: Procurement and Contracts 1000 Red River Street Austin, Texas 78701

C. RENEWAL CERTIFICATES.

A TRS specific contract number associated with the Contract will be provided to the Contractor at the time of contracting. Contractor shall ensure that renewal certificates of insurance shall:

• Display the associated contract number in the description of operations section of the certificate

• Display required endorsements in the description of operations section of the certificate

• Be submitted electronically via email ContractAdministration@trs.texas.gov

• List only the TRS specific contract number in the subject line of the email

• Be furnished not more than thirty (30) days following the expiration of current policies

• Display TRS as the Certificate Holder in the following manner:

Attn: Procurement and Contracts 1000 Red River Street Austin, Texas 78701 mailto:ContractAdministration@trs.texas.gov

D. NOTICES OF CHANGE.

The Contractor’s insurance policies must require the insurer or the insurer’s authorized agent to notify TRS of any cancellation, or material change, other than for non-payment, at least 30 days in advance. The Contractor’s insurance policy must require the insurer or the insurer’s authorized agent to notify TRS of any cancellation or material change due to non-payment at least 10 days in advance. These notices of changes must reference the TRS contract number and be made in writing by certified mail to the TRS Contract Manager at the address shown in the Contract.

E. INSURANCE CERTIFICATE.

Contractor shall provide TRS with evidence of the insurance coverage required under the Contract.

The different coverages requirements listed in section 1, COVERAGES; cannot be added together to meet the aggregate requirements listed. Contractor will submit the certificate to TRS no later than ten days after award of the Contract. Certificates must bear the contract number of the Contract. If Contractor changes insurers, Contractor shall give TRS a new certificate of insurance within ten days.

The certificate of insurance shall set out any deductible or self-insured retention amounts for each coverage required.

F. REQUIRED ADDITIONAL PROVISIONS.

All policies of insurance shall include the following provisions:

• Waiver of subrogation in favor of TRS, its trustees and employees for bodily injury (including death), property damage or any other loss arising from the Contract; and

• The Contractor’s insurance must be primary insurance with respect to the TRS and its trustees and employees.

VIII. NOTICES, REPRESENTATIVES, AND RECORDS LOCATION

1. Representatives. The individual(s) named below are the representatives of TRS and Contractor. They are authorized to give and receive communications and directions on behalf of the TRS and Contractor as indicated below. All communications including official Contract notices must be addressed to the appropriate representative or his or her designee.

2. Changes in Representatives. Either party may change its representatives by written notification and updating this form which becomes part of the Contract document.

3. TRS Representatives.

TRS CONTRACT SPONSOR

(For Contractual Matters)

TRS PROJECT MANAGER

(For Technical Matters)

LeAnn Gola Kristi Vorce (Name) (Name) Senior Associate Senior Analyst, Investment Operations (Title) (Title)

Teacher Retirement System 1000 Red River Austin, Texas 78701-2698

Teacher Retirement System 1000 Red River Austin, Texas 78701-2698

Telephone No.: (512) 542-6123 Telephone No.: (512) 542-6360 Email: LeAnn.Gola@trs.texas.gov

Email: Kristi.Vorce@trs.texas.gov

4. Contractor Representatives.

For Contractual Matters:

For Technical Matters:

(Name) (Name)

(Title) (Title)

(Mailing Address) (Mailing Address)

(City) (State) (Zip Code)

(City) (State) (Zip Code)

Telephone No.: ( ) Telephone No.: ( ) Email: Email:

5. Invoice Submittal. Invoices must be submitted to inv-servcies@trs.texas.gov, with a copy to PayableTeam@trs.texas.gov, or mailed to Teacher Retirement System of Texas, Attn: Accounts Payable, 1000 Red River Street, Austin, Texas 78701.

Real Estate Portfolio Consulting Services Solicitation No.: CC-2200002 mailto:LeAnn.Gola@trs.texas.gov mailto:Kristi.Vorce@trs.texas.gov mailto:inv-servcies@trs.texas.gov mailto:PayableTeam@trs.texas.gov

6. Designated Location for Records Access and Review. Contractor designates the physical location indicated below for record access and review pursuant to any applicable provision of the Contract:

(Physical Location Address Line 1)

(Physical Location Address Line 2)

(City), (State), (Zip Code)

IX. Proposal Submission Format Requirements

A. Proposal Format Respondent must email the following to the TRS Procurement and Contracts Representative listed in the Summary Section of this Solicitation by the specified deadline:

• One (1) electronic copy of the Proposal with the Proposal content provided in Portable

Document Format (PDF).

• The electronic version must be sent as one (1) PDF document of the entire Proposal o Except for any proposed changes (redlines) to the TRS General Terms and Conditions document which must be submitted in Word format with edits made in track changes.

• If the PDF file is encrypted, Respondent must provide the encryption key with the Proposal.

o In addition, the electronic version must contain a signed Respondent’s Signature and Information page. If these requirements are not met; the Response may be disqualified.

B. Submission Instructions

Email the electronic Proposal to the TRS Procurement and Contracts Representative listed in the Summary Section of this Solicitation. If the file size is too large to email, the Respondent may break the Proposal into multiple parts. The email(s) containing the Proposal must be received by TRS by the specified due date and time and contain the following information:

• Subject: Response – TRS Real Estate Portfolio Consulting Services – CC-2200002

• Body of email:

o Respondent’s Company Name o Respondents Contact Information (including name, email and telephone number)

Please note: Emails containing attachments can take several minutes or several hours to send and be delivered to the recipient’s inbox. Please allow adequate time for the sent email to be received by TRS by the deadline specified. If TRS receives the email containing a Response after the due date and time, the Response will be disqualified.

X. Proposal Content Response must be organized with the designated index tabs and in the designated order. If the item for a tab is not applicable to the Response, insert a page marked “Not Applicable” behind the tab.

Please note: If a Respondent is unable to submit a proposal in the format outlined below, that response may be considered non-responsive and disqualified from further evaluation.

• TAB 1: Authorized Signature and Information o Respondent’s Signature and Information (Section XI as written or be disqualified) o Signed Cover Page of Addenda o Signed Respondent’s Certifications (provided by link in Section XII) o Application for Texas Identification Number (TIN) Form (provided by link in Section XII) o Evidence that Respondent meets Evaluation Criteria Minimum Qualifications

• TAB 2: Statement of Qualifications and Experience o Respondent’s Company Qualifications Company Organization Company Ability to Perform Company Past Performance Company Client References

• TAB 3: Respondent’s Key Personnel Qualifications and Experience

• TAB 4: Technical Approach

• TAB 5: Price Form

Please note: Respondents are required to pricing so that TRS can evaluation all responses fairly. If a respondent does not submit pricing they may be disqualified.

• TAB 6: Additional Response Forms o Preferences o Insurance Certificate o Section XII. Acknowledgement of Additional Documents – initial each row o Section XIII. Exception Language – sign and date o Code of Ethics for Contractors (provided by link in Section XII). Complete the following pages and return the COE with response.

Page 1 – complete and sign Page 23 – complete the last bullet Page 24 – complete and sign o Non-Disclosure Agreement (NDA) (provided by link in Section XII) Complete and sign and return with response o Notices, Representatives, and Records Location Item 4 and Item 6 must be completed and return with response

• TAB 7: Confidential Information o May include Social Security Numbers and information respondent deems confidential or proprietary, if applicable.

Real Estate Portfolio Consulting Services o Note: labeling information as confidential or proprietary does not immunize the information from disclosure under the Texas Public Information Act, Chapter 552, Tex. Gov’t Code, unless an exception is applicable to a particular type of information under the Act. For example, Social Security numbers are subject to an exception to disclosure under the Act.

• TAB 8: Other o May be used to include information that does not fall under another designated Tab, to explain a certification Respondent cannot make, or disclose a conflict of interest.

• TAB 9: Respondent’s Acceptance or Exceptions Terms and Conditions o TRS General Terms and Conditions

XI. Respondent’s Signature and Information

It is the Respondent’s responsibility to complete Section XI, XII, and XIII as written and include all information below, sign and return with their Response all the information on the following three (3) pages. Failure to do so will disqualify the Response.

Registered Name of Respondent:

D/B/A:

Company Address:

Texas Vendor ID Number:

By signature hereon, Respondent represents and warrants that the individual signing this document and the documents made part of this Solicitation and Proposal is authorized to sign such documents on behalf of the company and to legally bind the company under any Contract which may result from the submission of this Proposal.

Authorized representative on behalf of Respondent must complete and sign below. Failure to sign the Proposal or signing it with a false statement shall void the submitted Proposal or any resulting Contracts.

Signature of Authorized Representative Date Signed

The ID number is the payee identification number assigned and used by the Comptroller of Public Accounts of Texas to process payment for goods/services.

Provide one of the following:

• Federal Employers Identification Number (EIN):

• Social Security number behind Tab 7.

DUNS Number, if applicable: _____________________________________________________

Every Contractor MUST provide an EIN or Social Security number prior to receiving payment under an awarded contract. If you provide a Social Security number, include it behind Tab 7. For information on obtaining your EIN, you may call the IRS at 800-829-4933 or visit Apply for an Employer Identification Number (EIN) Online (https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online)

Printed Name, Title, and Contact information of Respondent Representative to contact regarding this Response:

Name, Title:

Phone Number:

Email Address:

https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online

XII. Acknowledgement of Additional Documents

This following list of documents are part of this solicitation and future contract document. Respondent must initial that they reviewed the documents and return this with their Response behind Tab 6 Additional Response Forms. Failure to initial may result in the disqualification of Respondent’s proposal.

Documents that are required to be signed or returned with Respondent’s proposal are identified in the Response Contents above.

Document Document Link Initials

General Solicitation Information Link Respondent’s Certifications (sign and return with Proposal) Link Preferences Link TIN Form (complete and return with Proposal) Link TRS General Terms and Conditions (will be part of awarded contract)

Link

Excerpt of Appendix 22 of the Comptroller of Public Accounts (CPA) Contract Management Guide that shows which terms must be included in all of TRS’ contracts.

Link

Code of Ethics for Contractors (sign and return with Proposal; will be part of awarded contract)

Link

Confidentiality Policy (will be part of awarded contract) Link Confidential Information Procedures and Standards (will be part of awarded contract)

Link

Non-Disclosure Agreement (NDA) (sign and return with Proposal; will be part of awarded contract)

Link

Release of Claims (will be part of awarded contract; to be completed with final invoice)

Link

Information Security – Third-Party Assessment Form (complete and return with Proposal)

Link

TRS Person’s List Attached as separate pdf document https://www.trs.texas.gov/TRS%20Documents/contract_general_solicitation_info.pdf https://www.trs.texas.gov/TRS%20Documents/contract_respondent_certification.pdf https://www.trs.texas.gov/TRS%20Documents/contract_preferences.pdf https://www.trs.texas.gov/TRS%20Documents/contract_tin_form.pdf https://www.trs.texas.gov/TRS%20Documents/contract_general_terms_conditions.docx https://www.trs.texas.gov/TRS%20Documents/contract_procurement_contract_management_guide.pdf https://www.trs.texas.gov/TRS%20Documents/ethics_contractors.pdf https://www.trs.texas.gov/TRS%20Documents/confidentiality_policy.pdf https://www.trs.texas.gov/TRS%20Documents/confidentiality_procedures.pdf https://www.trs.texas.gov/TRS%20Documents/contract_nondisclosure_agreement.pdf https://www.trs.texas.gov/TRS%20Documents/contract_release_of_claims.pdf https://www.trs.texas.gov/TRS%20Documents/third_party_assessment_form.pdf

XIII. Exception Language

By signature hereon, Respondent represents and warrants that it has read and agrees to all TRS General Terms and Condition included in the link(s) above, which are incorporated herein. If Respondent takes any exception or makes any assumptions to any provisions of this Solicitation, these exceptions must be marked by using track changes in the Word document provided in the solicitation package on the ESBD. Any assumptions must be specifically and clearly identified by section number.

Respondent’s proposed redlines to the General Terms and Conditions must be included in TAB 9 by deadline of when the response is due. It is strongly encouraged to have Respondent’s legal department review TRS terms prior to submitting a response.

Please Note:

• TRS reserves the right to only negotiate on those terms the Respondent has indicated as an exception in the Respondent’s initial proposal.

• The Respondent may not have another opportunity to express an exception to the provided terms during the solicitation or contracting process.

• Excessive changes or exceptions to the language within the terms may disqualify a potential Respondent.

In addition, by signing below Respondent is acknowledging that they have read:

• Exception Language – Exhibit 1

• Excerpt of Appendix 22 from the Comptroller of Public Accounts (CPA) Contract Management

Guide, which shows the terms that must be included in all TRS contracts. This is being provided as a link in Section XII of this solicitation.

Signature of Authorized Representative Date Signed

Exception Language – Exhibit 1

XIV. The Impact of Senate Bill 65 on TRS’s Contracting Practices This section explains recent legislation that has changed TRS’s contract drafting and negotiation practices. TRS prepared this information to make contract negotiation easier and help its contractors understand the limits imposed on TRS’s ability to negotiate certain terms and conditions. Please review and consider this information, as it explains TRS’s position and may help avoid protracted negotiations.

The Procurement and Contract Management Guide

Texas law directs the Texas Comptroller of Public Accounts (the “CPA”) to “develop…a contract management guide for use by state agencies.”1 The contract management guide must “include model provisions for state agency contracts” and identify “essential provisions that a state agency must include in a contract to protect the interests of this state[.]”2 The CPA publishes this document, the State of Texas Procurement and Contract Management Guide (the “Guide”),3 on its website.

Texas state agencies are statutorily required to comply with the Guide.4

Texas Required Contract Clauses

Appendix 22 (included as a link) to the Guide lists and prescribes language for all “Texas Required Contract Clauses” – the essential provisions that Texas agencies must include in all contracts.5 The introduction to Appendix 22 provides that, “Except as otherwise specifically noted…the Texas Required Contract Clauses are required to be included in…contracts.”6 Appendix 22 also provides that, “Any additional text included by the agency must not conflict with or weaken a Texas Required Contract Clause.”7 All contract clauses listed in Appendix 22 are required, except as noted therein.

2019 Legislative Changes The 86th Texas Legislature passed Senate Bill 65 (“SB 65”),8 relating to oversight of and requirements applicable to Texas state agency contracting and procurement, with an effective date of September 1, 2019. Among other changes, SB 65 repealed legislation that previously exempted TRS from complying with the Guide. Therefore, TRS must now strictly follow and comply with the Guide.

Practical Effects on TRS’s Practices

Before the effective date of SB 65, TRS had broader latitude to negotiate revisions to contract terms and conditions.