ESBD_File_259689_CC-2200004_Secondary Market Broker RFP_Final.pdf

Teacher Retirement System of Texas

Request for Proposal (RFP) Secondary Market Brokers/Agent Services

Solicitation No. CC-2200004 NIGP Class/Item Codes: 946-56, 946-48, 918-32

Anticipated Schedule of Events

Friday, October 22, 2021

Issuance of RFP

Friday, October 29, 2021, 3:00 p.m., CST Deadline for Submission of Questions

Friday, December 3, 2021, 3:00 p.m., CST Deadline for Submission of Proposals Late Proposals will not be considered

Presentations/Interviews - TBD Presentations or Interviews by Top-Ranked Respondents that fall within the competitive range, if requested. TRS may elect to conduct presentations or interviews as part of the evaluation process.

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: -5 or 0 points

G. Oral Presentations or Demonstrations – Selection Criteria: 20 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 Requirements

A. Proposal Format

B. Submission Instructions

X. Proposal Content and Format

XI. Respondent’s Signature and Information

XII. Acknowledgement of Additional Documents

XIII. Exception Language

XIV. Contract Document List

I. Summary

1. Purpose/Overview TRS is soliciting qualified vendors to provide advisory services for the TRS private markets investment portfolio pertaining to secondary transactions.

2. Type of Solicitation Request for Proposal (RFP)

3. Issuing Office

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/Qualifications

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

Mandatory Requirements –

1) See page 25 of 29 – Section XI. Respondent’s

Signature and Information.

Minimum Qualifications

1) See page 11 of 29 – Section IV. Evaluation Criteria.

6. Responses to Solicitation Competitive Proposals

7. Deadline for Proposals Teacher Retirement System of Texas (TRS) no later than: Friday, December 3, 2021, 3:00 p.m., Central Time

8. Initial Contract Term 1 year from date of final signature

9. TRS Optional Renewal Terms Four (4) one-year renewal options

10. TRS Procurement and Contracts Representative for this Solicitation

Aundre Petty Aundre.Petty@trs.texas.gov

11. TRS Historically Underutilized Business (HUB) Coordinator

LaTresa Stroud

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

12. Proposals Submitted by Email Accepted

13. Proposals Submitted by Fax Not Accepted

Secondary Market Brokers/Agent Services

14. Solicitation Addenda 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/esbd. 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.

15. Questions and Answers Questions regarding this Solicitation must be in writing and must be submitted to the TRS Contact Person specified in item 10 no later than Friday, October 29, 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.

16. Respondent Presentations or Interviews

TRS may request that Top-Scoring Respondents present an overview of the Services proposed in their Proposals. The presentations will be performed at the TRS offices located at, 816 Congress Avenue, Austin, Texas or performed virtually via Microsoft Teams Meeting. Presentation dates and times are to be determined. The number of Top-Scoring Respondents will be determined by TRS in its sole discretion.

17. Contact with TRS Staff 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.

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,” 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” 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/esbd.

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.

Secondary Market Brokers/Agent 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 individual who, on behalf of Respondent, will have primary responsibility for the planning, procurement and execution of the Project, in any undertaking that has a defined scope, defined start and a defined finish, regardless of industry.

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 this Contract. The term includes the entire completed undertaking and the various separately identifiable parts. The term also includes all duties of Contractor.

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) No. CC-2200004 to solicit qualified vendors to provide advisory services for the TRS private markets investment portfolio pertaining to secondary transactions 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 provide advisory services associated with brokering secondary transactions across the TRS private markets portfolio on an as-needed basis. Services shall be provided by Contractor as transaction-based projects upon TRS’ written request.

b) TRS will provide relevant data on its existing portfolio to facilitate the review and assessment of each project.

c) Contractor must advise on all process dynamics associated with secondary transactions including analyzing and advising on potential transactions, facilitating competitive processes, negotiating pricing, and helping to close transactions.

d) In addition, Contractor shall perform the following tasks upon TRS’ written request for a project:

i. Conduct a detailed valuation analysis for each fund as mutually agreed between Contractor and TRS, consistent with the examples and methodology presented by Contractor to TRS for the project.

ii. Advise TRS regarding the structure, timing, and strategy of the sale of the interests.

iii. Identify potential parties to acquire the interests, and with TRS’ prior written approval, introduce the transaction to potential purchasers and advise and assist TRS in negotiations with purchasers concerning the transaction.

iv. Actively coordinate with the purchasers, funds, and TRS to close the transactions.

v. Provide such other advice and assistance that is customary in a transaction of this nature and is consistent with the services under this Scope of Work.

vi. Provide TRS with continuous updates for each project in the deliverables, including, without limitation, updates from start of project through transfer process and close of transactions.

e) Contractor shall perform its duties with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent and expert investor, acting in like

Secondary Market Brokers/Agent Services capacity and familiar with such matters, would use in the investment of similar funds with similar aims, all in accordance with applicable federal and state law and TRS Board of Trustees and internal policies, guidelines, and procedures.

iii. Deliverables

For each project requested by TRS in writing, Respondent will provide the following deliverables:

a) Preparation / Pre-marketing report

b) Marketing report

c) Transfer & Closing report

At minimum, the deliverables must contain the information listed below, including continuous updates on the project:

a) Preparation / Pre-marketing Report

i. Portfolio Summary: detailed overview of the portfolio

ii. Buyer Tracking: detailed tracker of potential buyers

iii. Valuation Methodology: examples and methodology that Contractor will use to conduct a detailed valuation analysis for the project

iv. General Partner (GP) Tracking: detailed review of GPs/funds included in the transaction, including a detailed valuation analysis for each fund

v. Inventory Tracking: detailed summary listing documents available for buyer due diligence

vi. Project Plan: overview of the structure, timing, and strategy of the sale of the interests

b) Marketing Report

i. Portfolio Summary: continued updating of portfolio summary

ii. Buyer Tracking: continued updating of potential buyers

iii. Bid Review: detailed summary review of all bids received

c) Transfer & Closing Report

i. Transaction Summary: detailed review of the sale portfolio

ii. Transfer Tracking: detailed tracker of the transfer process by fund

iv. Acceptance Criteria for Deliverables

a) Contractor will email deliverables to the TRS team in PDF or Excel format and upload deliverables via the TRS vendor portal (Procurement and Vendor e-System, “PAVES").

b) Prior to acceptance of deliverables, the TRS Private Markets team will determine if the

Services were provided in accordance with the Contract.

c) The deliverable will be judged qualitatively by a subset of the TRS Private Markets team to determine if it meets the business needs of TRS as communicated by TRS to Contractor at the beginning of each project.

d) If TRS determines that a deliverable does not meet TRS’ requirements, TRS may reject the deliverable and provide Contractor with written notice of the deliverable’s deficiencies. At no additional cost to TRS, Contractor shall make changes to correct the deficiencies and resubmit the deliverable for TRS’ review.

e) Contractor may not invoice TRS for a deliverable without TRS’ written acceptance of the deliverable.

v. Invoicing Requirements NOTICE: For all services and goods received after 9/1/21, vendors will be required to use the TRS vendor portal, “PAVES,” to submit invoices. For more information, go to:

https://www.trs.texas.gov/Pages/procurement_PAVES.aspx.

a) Services will be provided as transaction-based projects upon TRS’ written request. The

Contractor will submit one invoice upon the completion of a project.

b) A copy of the invoice shall be sent to Account Payables at payableteam@trs.texas.gov.

vi. Communication Plan Upon execution of a contract, TRS will set up a kickoff meeting with Contractor’s Project Manager. At the kickoff meeting, TRS and the Contractor will review all the terms of the Contract and discuss:

• How to perform all the tasks outlined in the Contract

• Deliverables of the Contract

• Required forms / data

• Contract terms

• Invoicing requirements

Below is the established communication plan for this Contract which outlines how TRS and Contractor will communicate throughout the term of the Contract.

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

Contractor will communicate via email and phone with the following TRS Staff:

• LeAnn Gola, Head of Portfolio Initiatives

Day to Day activities will be between TRS’ Head of Portfolio Initiatives and Contractor’s Primary Contact. Any escalation will go to the Chief Operating Officer of TRS’ Investment Management Division and Contractor’s escalation contact identified in Contractor’s escalation plan as described below.

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’ Primary Contact, Contractor shall propose to TRS a replacement with the same or similar expertise as the individual being replaced who shall perform the services required by the contract, subject to the approval of TRS.

Contractor may not use a subcontractor on the Contract without first receiving written approval from TRS regarding the proposed subcontractor. If Contractor is required to submit a HUB Subcontracting Plan (HSP) and the proposed subcontractor is not listed on the HSP, an amendment of the HSP will be required. Any work to be performed by such proposed subcontractor may not be initiated until the subcontractor has been approved by TRS in writing and added to the HSP.

Secondary Market Brokers/Agent Services Solicitation No. CC-2200004 https://www.trs.texas.gov/Pages/procurement_PAVES.aspx mailto:payableteam@trs.texas.gov

As set forth in TRS’ Background Check Policy, a criminal background check (CBC) of 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 for any length of time

• Has limited security badge access for longer than 14 days

Further, a CBC may be required depending on the level of access to TRS resources and facilities that is required to perform the services. The CBC will be performed by TRS and the Contractor is required to reimburse TRS for the cost of the CBC 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. 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 the Contract for substandard performance. TRS reserves the right to publish and distribute results of the performance reviews or other quality or compliance reviews in accordance with 34 Texas Administrative Code section 20.509. If substantial deficiencies are identified by TRS regarding Contractor performance or competence in the delivery of services performed under the Contract, TRS may require corrective action to correct the deficiencies. TRS will monitor Contractor’s performance and may use the results of this monitoring to evaluate Contractor’s ability to provide adequate services to TRS in the Contract or future contracts. If Contractor fails to meet contract goals and expected results, TRS may reduce the scope of or terminate the Contract.

When assessing performance, TRS retains sole authority to determine whether the Contractor's performance under the Contract is adequate. The Contractor agrees to the following:

a) Deliver all Deliverables in accordance with the Contract;

b) Provide TRS with written notice of any known or potential issues with service performance within 24 hours of Contractor becoming aware of any such issues;

c) Provide TRS with an action plan to resolve any known or potential service performance issues and status updates as required by TRS; and

d) Timely respond to TRS staff questions within one to two business days.

ix. Escalation Plan and Good Faith Negotiations

Contractor shall provide an escalation plan for resolving known or potential issues with service performance that arise during the term of the contract. The plan shall be subject to TRS’ approval and must explain how issues are to be prioritized and resolved and include Contractor’s representatives of increasing authority who have authority to resolve 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.

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 Pricing

20 points 20 points

Total 100 points Oral Presentation / Interviews (if necessary) 20 points Total 120 points

Please note that TRS may decide to request that all or only the top respondents participate in oral presentations or interviews. If TRS does require presentations or interviews, they will be evaluated as stated in Section G below.

A. Minimum Qualifications

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

• Respondent must have 4 years’ experience selling individual portfolios of >$500 million in Net Asset Value (NAV) across multiple underlying funds through prior engagements.

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

i. Contractor’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 your company headquarters; relevant branch offices.

Company Ability to Perform

Give an overview description of the Company's resources you deem necessary to fulfill the requirements of the Scope of Work. Provide a general explanation and 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 three (3) most recently completed contracts or contracts currently in progress for similar work to that described in the SOW. Three (3) examples should also be provided by each listed subcontractor. These example contracts may include contracts with federal, state and local governments, as

Secondary Market Brokers/Agent Services well as commercial businesses. 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 representative clients for comparable projects.

Demonstrate at least four (4) years of experience in the type of work described in the

SOW.

Include the following information for each contract and subcontract:

1. Name of contracting activity.

2. Contract number, if applicable.

3. Contract title.

4. Brief description of contract or subcontract.

5. Total contract amount.

6. Period of performance.

7. Project or program manager and telephone.

8. List of major subcontractors (if applicable).

9. Description of the services and how they were delivered to participants

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 the 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 the 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 one (1) 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

Secondary Market Brokers/Agent Services 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 Provide a description and list of company's key personnel deemed necessary to fulfill the requirements of the Scope of Work. Provide a general explanation and chart which specify project leadership and reporting responsibilities and indicates which team members will interface with TRS management. Team members might include personnel you deem necessary for TRS to evaluate your Response.

For the personnel listed, Respondent shall describe specific, relevant experience(s) including:

contract numbers, dates and project officers/team leaders for projects listed. The Respondent shall also provide detailed resumes for all key personnel designated to take responsibility for segments of the Work. The Respondent shall include similar information for any subcontractors to be engaged for any Work under this Contract.

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’ Primary Contact, Contractor shall immediately proceed with the replacement.

D. Technical Approach – Selection Criteria: 20 points

Describe generally your 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 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.

i. Description of all offered Optional Features, Products, and Services

If offered, Respondent must describe in its Proposal any Optional Features, Products, or Services that would benefit TRS, but are not part of the minimum requirements of this Solicitation. Respondent must provide line-item pricing for each option on the Mandatory Price Sheet in Section III.

E. Pricing – Selection Criteria: 20 points

Propose your 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.

Secondary Market Brokers/Agent Services

Individual pay item prices may be weighted according to estimated project usage during evaluation.

Please note, if the awarded contract includes renewal options, the proposed annual pricing will be applied to each renewal option. TRS does not allow for escalation of pricing for subsequent renewals under this solicitation.

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

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

Respondent’s response must be organized with the designated index tabs and in the designated order as outlined in Section X: Proposal Content and Format. 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 negative five (-5) points.

G. Oral Presentations or Demonstrations – Selection Criteria: 20 points

TRS may, at its sole discretion, ask a Respondent(s) to provide an oral presentation. Oral presentations provide an opportunity for Respondents to highlight the strengths and unique aspects of their Responses and to provide answers to clarification questions the agency may have regarding the Responses. Oral presentations may be scheduled for all Respondents or limited to the top ranked Respondents in the competitive range.

TRS will consider the following evaluation criteria for scoring oral presentations:

1) Respondent’s Company Qualifications and Experience

2) Respondent’s Personnel Qualifications and Experience

3) Technical Approach for Meeting Scope of Work Requirements

V. Price Form

For the services described within this Solicitation, services are to be paid as a “Transaction Fee”, which is a percentage of the Transaction Value per each transaction advised by Contractor.

“Transaction Value” shall mean, with respect to each transaction, an amount equal to the sum of (x) the total cash proceeds and other consideration paid and to be paid in respect of the interests that are sold, transferred, assigned or otherwise disposed of by TRS in such transaction as set forth in the final purchase and sale agreement(s) relating thereto, and (y) the unfunded commitments associated with the interests that are assumed by purchaser(s) in such transaction. For calculating the Transaction Value, no adjustment will be made to the Transaction Value for capital calls or distributions subsequent to the transaction record date with respect to the interests sold, transferred, assigned or otherwise disposed of by TRS in such transaction as set forth in the final purchase and sale agreement(s) relating thereto.

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

Please note, if the awarded contract includes renewal options, the proposed annual pricing will be applied to each renewal option. TRS does not allow for escalation of pricing for subsequent renewals under this solicitation.

Item Price (as a percentage of

Transaction Value)

Transaction Fee

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 this contract in accordance with Texas Government Code Section 2161.252, and it was determined that this contract does not contain any probable subcontracting opportunities. Therefore, TRS is not requiring a HUB Subcontracting Plan (HSP) be submitted with a Respondent’s proposal. However, if Respondent determines the need to subcontract for any services, materials or supplies to fulfill the terms of this contract, the Respondent must immediately inform TRS so that the solicitation may be updated, and the Respondent must submit a completed and signed HSP 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 the contractor determines a need to subcontract for any services, materials, or supplies, the contractor must contact TRS for prior approval and request a review of its HSP in accordance with the good faith effort. The contractor may not utilize a subcontractor without prior written approval from TRS.

Secondary Market Brokers/Agent Services Solicitation No. CC-2200004 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 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 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 Umbrella Liability insurance may be combined in order to meet the following minimum amounts:

• $1,000,000 per occurrence, $2,000,000 in the aggregate

iv. 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.

v. 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.

• $5,000,000 per occurrence, and

• $10,000,000 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

Secondary Market Brokers/Agent Services 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

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 this Contract. If Contractor changes insurers, Contractor shall give TRS a new certificate of insurance

Secondary Market Brokers/Agent Services Solicitation No. CC-2200004 mailto:ContractAdministration@trs.texas.gov 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 CONTRACT MANAGER

(For Technical Matters)

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

Teacher Retirement System of Texas 816 Congress Ave.

Austin, Texas 78701-2698

816 Congress Ave.

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. Contractors will be using an electronic vendor portal (TRS PAVES) to submit invoices:

https://www.trs.texas.gov/Pages/procurement_PAVES.aspx.

Secondary Market Brokers/Agent Services Solicitation No. CC-2200004 https://www.trs.texas.gov/Pages/procurement_PAVES.aspx

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 this Contract:

(Physical Location Address Line 1)

(Physical Location Address Line 2)

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

IX. Proposal Submission Requirements

A. Proposal Format Respondent must submit the following to the TRS Procurement and Contract 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. If the file size is too large to email, the Respondent may break the Proposal into multiple parts.

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. 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 Secondary Market Broker/Agent Services – CC-2200004

• Body of email:

o Respondent’s Company Name o Respondent’s 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 and Format 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 not be considered responsive and could be disqualified.

• 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 or response will be rejected as non-responsive and disqualified from further evaluation

• TAB 2: Statement of Qualifications and Experience

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

• TAB 4: Technical Approach

• TAB 5: Price Form

Respondents are required to complete the price form that is in the solicitation so that TRS can evaluate all responses fairly. If a respondent does not use the form as written, they may be disqualified.

• TAB 6: Additional Response Forms o Preferences (provided by link in Section XII). Return with response even if none of the preferences are applicable.

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 returned with response o Information Security – Third-Party Assessment Form (provided by link in Section XII) Must complete and return with response

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

Secondary Market Brokers/Agent 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 you cannot make, or disclose a conflict of interest.

o Respondent must include any vendor agreements associated with the proposed Services, e.g., services agreement, license agreement, etc. TRS reserves the right to negotiate the terms of vendor agreements or decline acceptance of terms.

• 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.

Respondent represents and warrants that if selected for award of a contract as a result of this Solicitation, Respondent will submit to TRS a Certificate of Interested Parties prior to contract execution in accordance with Section 2252.908 of the Texas Government Code.

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:

Secondary Market Brokers/Agent Services Solicitation No. CC-2200004 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

Email Address:

XII. Acknowledgement of Additional Documents

The following list of documents are part of this solicitation and…