RFP P50600 _ MARTA Defined Benefit Plan Thi.pdf

Feb 2024

METROPOLITAN ATLANTA RAPID TRANSIT AUTHORITY

ON BEHALF OF THE

MARTA MANAGEMENT PENSION COMMITTEE

REQUEST FOR PROPOSALS

FOR

P50600

MARTA DEFINED BENEFIT PLAN THIRD PARTY

ADMINISTRATOR AND CUSTODIAN

Docusign Envelope ID: 5E0C6671-3750-4CF7-A8F9-326FDAEF833D

May 19, 2025

TO: ALL PROSPECTIVE PROPONENTS

SUBJECT: REQUEST FOR PROPOSALS (RFP) NUMBER P50600:

MARTA DEFINED BENEFIT PLAN THIRD PARTY ADMINISTRATOR AND CUSTODIAN

You are invited to submit to the Metropolitan Atlanta Rapid Transit Authority (“MARTA” or “Authority”) on behalf of the MARTA Management Pension Committee (the “Committee”), a proposal for the above-captioned solicitation. A Virtual Pre-Proposal Conference will be held to discuss the Request for Proposals Number P50600 (“RFP”) using the following weblink: https://teams.microsoft.com/l/meetup-join/19%3ameeting_ZWExYTg5OTUtZWZiYy00NWZiLTk5ZWMtYmFkNTAzMDA0ZTYw%40t hread.v2/0?context=%7b%22Tid%22%3a%22d5b52ccb-1bf9-4a3e-a010-

0f3b332bc26a%22%2c%22Oid%22%3a%227be12181-7f10-4206-a1a3-c7d0e2067ebc%22%7d on May 27, 2025 at 4:00 p.m. (local time). To be eligible for consideration your proposal must be received by the Authority no later than 2:00 p.m. (local time) on June 25, 2025. The RFP can be reviewed and downloaded from MARTA’s website (www.itsmarta.com). On the home page, point to “More”/click Current Opportunities/click on RFP P50600 /Download Request for Proposals/Log-in (first time users must register).

All questions regarding this RFP should be submitted in writing to MARTA’s contact person, Jonelle F. Green, Senior Contract Specialist, via e-mail jgreen2@itsmarta.com. The deadline for receipt of questions is June 2, 2025. Written inquiries received prior to 11:59 p.m. (local time) on June 2, 2025 by MARTA will be answered and posted as a Response to Inquiries to this RFP on MARTA’s website at www.itsmarta.com. If you need additional information, please contact Jonelle F. Green, Senior Contract Specialist, at 404-848-4447.

Sincerely, Jacqueline A. Holland Sr. Director of Contracts, Procurement and Materials

Docusign Envelope ID: 5E0C6671-3750-4CF7-A8F9-326FDAEF833D https://teams.microsoft.com/l/meetup-join/19%3ameeting_ZWExYTg5OTUtZWZiYy00NWZiLTk5ZWMtYmFkNTAzMDA0ZTYw%40thread.v2/0?context=%7b%22Tid%22%3a%22d5b52ccb-1bf9-4a3e-a010-0f3b332bc26a%22%2c%22Oid%22%3a%227be12181-7f10-4206-a1a3-c7d0e2067ebc%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_ZWExYTg5OTUtZWZiYy00NWZiLTk5ZWMtYmFkNTAzMDA0ZTYw%40thread.v2/0?context=%7b%22Tid%22%3a%22d5b52ccb-1bf9-4a3e-a010-0f3b332bc26a%22%2c%22Oid%22%3a%227be12181-7f10-4206-a1a3-c7d0e2067ebc%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_ZWExYTg5OTUtZWZiYy00NWZiLTk5ZWMtYmFkNTAzMDA0ZTYw%40thread.v2/0?context=%7b%22Tid%22%3a%22d5b52ccb-1bf9-4a3e-a010-0f3b332bc26a%22%2c%22Oid%22%3a%227be12181-7f10-4206-a1a3-c7d0e2067ebc%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_ZWExYTg5OTUtZWZiYy00NWZiLTk5ZWMtYmFkNTAzMDA0ZTYw%40thread.v2/0?context=%7b%22Tid%22%3a%22d5b52ccb-1bf9-4a3e-a010-0f3b332bc26a%22%2c%22Oid%22%3a%227be12181-7f10-4206-a1a3-c7d0e2067ebc%22%7d http://www.itsmarta.com/ mailto:jgreen2@itsmarta.com http://www.itsmarta.com/

REQUEST FOR PROPOSALS

P50600: MARTA DEFINED BENEFIT PLAN THIRD PARTY ADMINISTRATOR AND CUSTODIAN

PART 1: INFORMATION AND INSTRUCTIONS TO PROPONENTS

1. General and Background Information

2. Services Being Procured

3. Definitions

4. Minimum Qualifications

5. No Offer by MARTA; Firm Offer by Proponent

6. Pre-Proposal Conference

7. Additional Documentation

8. Procurement Questions; Prohibited Contacts

9. Proposal Deadline

10. Required Submittals

11. Ownership of Proposals

12. Proposal Evaluation, Award and Multiple Award

13. Submission of Proposals

14. Rejection of Proposals; Cancellation of RFP; Waiver of Technicalities

15. Georgia Open Records Act

16. Representation

17. Protests

18. Equal Employment Opportunity and Disadvantaged Business Utilization

19. Electronic Solicitation Documents

20. Award of Contract; Execution

21. Supplemental Information for Proponents

a. Attachment A-1

PART 2: CONTENTS OF PROPOSALS AND SUBMITTALS

1. General Contents of Proposals

2. Technical Proposal

3. Price Proposal

PART 3: SUBMITTAL FORMS

1. Illegal Immigration Reform and Enforcement Act Affidavit (Form 1)

2. Contract Affidavit (Form 1a)

3. Subcontractor Affidavit (Form 1b)

4. Sub-Subcontractor Affidavit (Form 1c)

5. Acknowledgement of Addenda (Form 2)

6. Price Proposal (Form 3)

7. No Conflict of Interest (Form 4)

8. List of Proposed Subcontractors (Form 5)

9. Qualifications and Business References (Form 6)

10. Appendix A: Office of Corporate Compliance and Engagement Requirements

PART 4: FORM OF CONTRACT

1. Contract

2. Exhibit A: Scope of Services

3. Exhibit B: Special Terms and Conditions

4. Exhibit C: Payment Terms

5. Exhibit D: Insurance and Bonding Requirements

6. Exhibit E: No Conflict of Interest

7. Exhibit F: MARTA Information Security Requirements

8. Appendix A: Office of Corporate Compliance and Engagement Requirements

Page 1 RFP P50600-MARTA Defined Benefit Plan Third Party Administrator and Custodian

PART 1: INFORMATION AND INSTRUCTIONS TO PROPONENTS

1. General and Background Information: The Metropolitan Atlanta Rapid Transit Authority (“MARTA”) operates the ninth largest transit system in North America, providing bus, rail and paratransit services in the greater metropolitan Atlanta area. MARTA transports over 500,000 people in the City of Atlanta and counties of Clayton, DeKalb and Fulton daily.

MARTA has approximately 4,540 employees.

2. Services Being Procured: MARTA is seeking Proposals on behalf of the Committee from firms to provide third party administrative services and custodial services of the assets of the MARTA Non-Represented Employee Defined Benefit Pension Plan (“The Plan”). The Committee will administer the contract (if awarded) pursuant to the terms and conditions contained in that certain form of MARTA Defined Benefit Plan Third Party Administrator and Custodian Contract attached hereto at Part 4 (“Contract”).

3. Definitions: The following terms shall have the following meanings when used throughout this Request for Proposals (“RFP"):

Proponent: Each Firm or aggregation of Firms (which may include a joint venture partnership, limited liability company or limited liability partnership) submitting a proposal in response to this RFP with the intent of performing the services as the prime contractor.

Firm(s): A Firm that has or will obtain, prior to the execution of any contract awarded hereunder, all necessary licenses required by the State of Georgia to perform the Services and is authorized to do business in the State of Georgia.

Proposal(s): A written response (i.e., technical proposal and price proposal) to this RFP prepared by a Proponent and submitted to MARTA’s Office of Contracts, Procurement and Materials (“CPM”).

4. Minimum Qualifications: To participate in this procurement, Proponent must satisfy the minimum qualifications required by this RFP. Where the Proponent is a partnership, joint venture arrangement, limited liability company, limited liability partnership or other multiple entity organization, the entity that holds a majority ownership interest in the Proponent (i.e., over 50% ownership) must meet the minimum requirements set forth in this RFP. Additionally, prior to execution of the Contract, the successful Proponent will be required to demonstrate that it is duly authorized to conduct business in the State of Georgia.

Proponent or entity comprising Proponent must not submit more than one (1) Proposal under the same or different names or as part of multiple organizations. Any Proponent or entity comprising Proponent that submits more than one (1) Proposal in response to this solicitation shall be deemed non-responsive. NOTE: This restriction set forth in this paragraph is not applicable to subcontractors.

By submitting a Proposal in response to this RFP, the Proponent represents and warrants to MARTA that Proponent has or will acquire all of the licenses, certifications, permits, bonding capacity and insurance. By submitting a Proposal concerning this procurement, Proponent acknowledges that it is familiar with all laws applicable to this procurement, including, but not limited to, all of MARTA’s policies and procedures (as the same may change from time to time), all of which is incorporated into this RFP by this reference.

5. No Offer by MARTA; Firm Offer by Proponent: This procurement does not constitute an offer by MARTA or the Committee to enter an agreement and cannot be accepted by any Proponent to form an agreement. This procurement is only an invitation for offers from interested Proponents and no offer or Proposal shall bind MARTA or the Committee.

However, Proponent’s offer is a firm offer to MARTA/the Committee for a period of 200 calendar days from the Proposal Deadline and may not be withdrawn during such 200 calendar day period.

6. Pre-Proposal Conference: A virtual pre-proposal conference is scheduled for May 27, 2025 at 4:00 p.m. (local time) via the following weblink:

https://teams.microsoft.com/l/meetup-join/19%3ameeting_ZWExYTg5OTUtZWZiYy00NWZiLTk5ZWMtYmFkNTAzMDA0ZTYw%4 0thread.v2/0?context=%7b%22Tid%22%3a%22d5b52ccb-1bf9-4a3e-a010- 0f3b332bc26a%22%2c%22Oid%22%3a%227be12181-7f10-4206-a1a3-c7d0e2067ebc%22%7d Attendance at the pre-proposal conference is not required but is strongly encouraged.

Each Proponent is responsible for being fully informed regarding all existing and expected conditions and matters that may affect the cost or the performance of the Services. Any failure to fully investigate the requirements of this RFP shall not relieve any Proponent from the responsibility to properly estimate the difficulty or cost of successfully performing the Services being sought under this RFP.

7. Additional Documentation: Each Proponent, if successful, acknowledges and agrees to submit such additional documentation (e.g., insurance/bonds, etc.) promptly after an award pursuant to any notice provided by MARTA and as required by the terms of this RFP and the Contract.

8. Procurement Questions; Prohibited Contacts: Any questions regarding this procurement must be submitted in writing to MARTA’s contact person, Jonelle F. Green via electronic mail jgreen2@itsmarta.com, on or before June 2, 2025 at 11:59 p.m. (local time).

Questions submitted after the designated period may not be considered by MARTA.

Docusign Envelope ID: 5E0C6671-3750-4CF7-A8F9-326FDAEF833D https://teams.microsoft.com/l/meetup-join/19%3ameeting_ZWExYTg5OTUtZWZiYy00NWZiLTk5ZWMtYmFkNTAzMDA0ZTYw%40thread.v2/0?context=%7b%22Tid%22%3a%22d5b52ccb-1bf9-4a3e-a010-0f3b332bc26a%22%2c%22Oid%22%3a%227be12181-7f10-4206-a1a3-c7d0e2067ebc%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_ZWExYTg5OTUtZWZiYy00NWZiLTk5ZWMtYmFkNTAzMDA0ZTYw%40thread.v2/0?context=%7b%22Tid%22%3a%22d5b52ccb-1bf9-4a3e-a010-0f3b332bc26a%22%2c%22Oid%22%3a%227be12181-7f10-4206-a1a3-c7d0e2067ebc%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_ZWExYTg5OTUtZWZiYy00NWZiLTk5ZWMtYmFkNTAzMDA0ZTYw%40thread.v2/0?context=%7b%22Tid%22%3a%22d5b52ccb-1bf9-4a3e-a010-0f3b332bc26a%22%2c%22Oid%22%3a%227be12181-7f10-4206-a1a3-c7d0e2067ebc%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_ZWExYTg5OTUtZWZiYy00NWZiLTk5ZWMtYmFkNTAzMDA0ZTYw%40thread.v2/0?context=%7b%22Tid%22%3a%22d5b52ccb-1bf9-4a3e-a010-0f3b332bc26a%22%2c%22Oid%22%3a%227be12181-7f10-4206-a1a3-c7d0e2067ebc%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_ZWExYTg5OTUtZWZiYy00NWZiLTk5ZWMtYmFkNTAzMDA0ZTYw%40thread.v2/0?context=%7b%22Tid%22%3a%22d5b52ccb-1bf9-4a3e-a010-0f3b332bc26a%22%2c%22Oid%22%3a%227be12181-7f10-4206-a1a3-c7d0e2067ebc%22%7d

Any response made by MARTA will be provided in writing to all Proponents by posting the same to MARTA’s website at www.itsmarta.com. It is the responsibility of each Proponent to obtain a copy of all responses and/or any addenda issued for this procurement by monitoring MARTA’s website. No Proponent may rely on any verbal response to any question concerning this procurement. All Proponents (and any representative thereof) are strictly prohibited from contacting any MARTA employees (or third-party representatives or consultants of MARTA) on any matter having to do with this procurement. All communications by any Proponent must be made with MARTA’s contact person or any other MARTA employees or representatives designated by the head of MARTA’s Contracts, Procurement and Materials Department.

9. Proposal Deadline: To be considered responsive, a Proponent must complete and submit its Proposal and all required submittals and attachments in accordance with the instructions contained or referenced in this RFP. All responses to this RFP must be received by MARTA’s Department of Contracts, Procurement & Materials, 2400 Piedmont Road N.E., Atlanta, Georgia 30324-3330, on or before June 25, 2025 at 2:00 p.m. (local time). Any Proposal received after this time will not be considered/reviewed and will be rejected and returned.

10. Required Submittals:

a. Form 1: Illegal Immigration Reform and Enforcement Act. Each Proponent must complete, sign and submit a Contractor’s Affidavit with its Proposal. This RFP is subject to the Illegal Immigration Reform and Enforcement Act of 2011 (“Act”), as amended. Pursuant to the Act, the Proponent must provide with its Proposal proof of its registration with and continuing and future participation in the E-Verify program established by the United States Department of Homeland Security.

Under state law, MARTA cannot consider any Proposal which does not include a completed Contractor’s Affidavit. It is not the intent of this notice to provide detailed information or legal advice concerning the Act. All Proponents intending to do business with MARTA are responsible for independently apprising themselves of and complying with the requirements of the Act and assessing its effect on MARTA procurements and their participation in those procurements.

For additional information on the E-Verify program or to enroll in the program, go to https://e-verify.uscis.gov/enroll.

b. Form 2: Acknowledgement of Addenda. Each Proponent must complete, sign and submit an acknowledgement with its Proposal that it has received all Addenda issued by MARTA for this RFP. This form is provided and may be used to satisfy this requirement.

c. Form 3: Price Proposal. Each Proponent must complete, sign and submit a Price Proposal with its Proposal, which must be packaged in a separately sealed envelope from the Technical Proposal (hereinafter defined).

Docusign Envelope ID: 5E0C6671-3750-4CF7-A8F9-326FDAEF833D https://e-verify.uscis.gov/enroll

d. Form 4: No Conflict of Interest. Each Proponent must complete, sign and submit with their Proposal the information called for by the form.

e. Form 5: List of Proposed Subcontractors. Each Proponent is requested to furnish with their Proposal the information called for by the form. If the form is omitted or if the information furnished is incomplete or inadequate, the Authority may require that additional information be submitted after the Proposal Deadline and before an award is made.

f. Form 6: Qualifications and Business References. Each Proponent is requested to furnish with their Proposal the information called for by the form. If the form is omitted or if the information furnished is incomplete or inadequate, the Authority may require that additional information be submitted after the Proposal Deadline and before an award is made.

g. Appendix A: Office of Corporate Compliance and Engagement Requirements.

MARTA’s Office of Corporate Compliance and Engagement program(s) applicable to this procurement and any Contract that may be awarded pursuant to this procurement are set forth in Appendix A attached hereto. Each Proponent should furnish the information requested by Appendix A with their Proposal. If the form is omitted or if the information furnished is incomplete or inadequate, the Authority may this information. Proponent shall have five (5) business days to provide the requested information. If the Proponent fails to provide this information within five (5) business days, the Proponent may be deemed non-responsible.

11. Ownership of Proposals: Each Proposal submitted to MARTA will become the property of MARTA and the Committee, without compensation to a Proponent, for MARTA’s/the Committee’s use, in their sole discretion.

12. Proposal Evaluation, Award and Multiple Awards:

a. Upon receipt and review of the Proposals, MARTA shall determine which Proponents are responsive and responsible. MARTA will notify each Proponent in writing of MARTA’s determination. After the Proposal Deadline, MARTA’s Source Evaluation Committee (“SEC”) will evaluate each responsive Proposal in accordance with the evaluation criteria described in this RFP. If the Committee elects to award this RFP, it will award the same to the most responsive and responsible Proponent that submits a Proposal that is in the best interest of the Committee to accept. Proponents may be required to make an oral presentation to the SEC at any stage of the selection and evaluation process.

b. The selection of the successful Proponent(s), if any, will be based on the following criteria, which are listed in descending order of importance:

(i) Qualifications and Experience

(ii) Approach to Providing Scope of Services

(iii) Customer Service

(iv) Technology

(v) Key Personnel

(vi) Price Proposal

(vii) Financial Capabilities; and

(viii) An evaluation of the response to information requested in Appendix A regarding

Equal Employment Opportunity and Disadvantaged Business Enterprises.

c. The Committee anticipates that it will award a Contract to a single successful Proponent, if any. The Committee reserves in its sole discretion, the option to award to multiple Proponents for third party administrative services and custodial services separately to one (1) Proponent each. The award(s) will be based on the Proposal(s) in its entirety or by components. If only one (1) acceptable Proponent is received, the Committee will determine whether a price or cost analysis of the Proposal is required. If the Committee decides to make a price or cost analysis, the Proponent will provide all information needed and requested by MARTA or the Committee to do so and shall otherwise cooperate as necessary for the purpose.

13. Submission of Proposals:

a. Proposals should be submitted according to the requirements of this RFP. All blank spaces must be typed or handwritten in blue or black ink. All corrections to any entry should be lined out and initialed by the Proponent prior to Proposal submission. Do not use correction tape or liquid paper.

b. Proposals should be signed by hand by a principal of the Proponent with the authority to bind the Proponent and enter into an agreement with the Committee. Joint ventures or partnerships must designate one joint venture member/partner to represent the joint venture or partnership, respectively, with the authority to submit and execute a Proposal, bind the entity as well as enter an agreement with MARTA.

Each Proponent is responsible for the preparation of its Proposal and for the costs associated therewith.

c. Each Proponent should submit a complete Proposal in accordance with the requirements of this RFP. The format for the submission of a Proposal mandated by this RFP is not negotiable. The name and number of the project is: RFP P50600:

MARTA Defined Benefit Plan Third Party Administrator and Custodian. Proposals must be submitted in sealed envelope(s) or package(s) and the outside of the envelope(s) or package(s) should clearly identify the name of the Solicitation, Solicitation Number, Proponent’s Name and address, and Proponent’s Federal Work Authorization User Identification Number. All Proposals must be submitted to:

Metropolitan Atlanta Rapid Transit Authority

Office of Contracts, Procurement and Materials 2400 Piedmont Road, N.E.

Atlanta, Georgia 30324-3330 Attn: Contract Control (RFP P50600)

[See end of Part 1 for directions]

d. Proposals must be submitted to the above address between the hours of 9:00 a.m.

and 2:00 p.m. (local time) Monday through Friday. Proposals will not be accepted on the following days: New Year’s Day, Martin Luther King, Jr’s birthday, Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving Day, the day after Thanksgiving Day and Christmas Day.

e. A Proponent must submit one (1) USB drive [a.k.a., jump or flash drive] with an electronic copy of its Technical Proposal, and one (1) USB drive [a.k.a., jump or flash drive] with an electronic copy of its Price Proposal. The Proponent’s USB drive copies should be submitted in an unlocked Portable Document Format (i.e., .pdf).

f. Each Proposal should contain a table of contents and separate sections for the information requirements set forth in this RFP, as well as for the forms required to be submitted.

g. Each Proponent shall promptly notify MARTA in writing, prior to the Proposal

Deadline, should the Proponent find discrepancies, errors, ambiguities or omissions in any of Proponent’s Proposal documents or should the intent or meaning set forth in Proponent’s Proposal documents appear unclear or ambiguous.

h. Each Proponent shall promptly notify MARTA in writing should the Proponent find discrepancies, errors, ambiguities or omissions in any of the RFP documents prior to the end of the question/comment period set forth herein. MARTA will reply to such notices, if necessary, by issuing an addendum to the RFP. It is the responsibility of each Proponent to obtain a copy of any addendum issued for this RFP by monitoring MARTA’s website at www.itsmarta.com.

14. Rejection of Proposals; Cancellation of RFP; Waiver of Technicalities. MARTA/the

Committee reserves the right to reject any Proposal or all Proposals or to waive any technical defect in a Proposal before or after Proposal submission. MARTA/the Committee also reserves the right to cancel this RFP at any time for any reason or no reason. Additionally, MARTA may, by addendum, modify any provision or part of this RFP at any time prior to the proposal deadline. The Proponent shall not rely on oral clarifications to the RFP unless they are confirmed, in writing, by MARTA in an issued addendum. MARTA/the Committee also reserves the right to award based upon a Proponent’s original submission without discussion.

15. Georgia Open Records Act: Information provided to MARTA is subject to disclosure under the Georgia Open Records Act (“GORA”). Pursuant to O.C.G.A. § 50-18-72(a)(34), “[a]n entity submitting records containing trade secrets that wishes to keep such records confidential under this paragraph shall submit and attach to the records an affidavit affirmatively declaring that specific information in the records constitute trade secrets pursuant to Article 27 of Chapter 1 of Title 10 [O.C.G.A. § 10-1-760 et seq.].”

16. Representation. By submitting a proposal in response to this RFP, Proponent acknowledges and represents that: (a) the accompanying quote is made by a person or business entity that is neither a high cost lender nor a predatory lender, nor is the Proponent an affiliate of a high cost lender or a predatory lender, as described in Chapter 6A of Title 7 of the Official Code of Georgia Annotated (“Code”); (b) it has read all of the RFP documents (including, without limitation, the Contract) and acknowledges that, if successful, Proponent shall be bound by the requirements stated therein; (c) the signatory to the Proposal is the Proponent (or Proponent’s duly authorized agent or employee of the Proponent with the authority to bind Proponent hereto); (d) any information or disclosure provided in response to this RFQ are fully restated herein and remain truthful and accurate representations up to and including the date Proponent submits its Proposal to MARTA; (e) Proponent has submitted all substantive revisions to the Contract for MARTA’s review with its Proposal; (f) it will be bound by MARTA’s Code of Ethics: available at https://www.itsmarta.com/uploadedFiles/More/About_MARTA/Code%20of%20Ethic s%2010-10-24.pdf as the same may be amended from time to time in MARTA’s sole discretion; and (g) it agrees that it will voluntarily notify MARTA immediately if any information or disclosure provided to MARTA during any part of this procurement process changes, is no longer accurate or would be misleading in any way.

17. Protests: Any protest or objection to this RFP or the solicitation process related to this RFP must be submitted, in a timely manner, in accordance with the Protest Procedures set forth on MARTA’s website at https://itsmarta.com/uploadedfiles/Bid%20Protest%20Procedure.pdf

18. Equal Employment Opportunity and Disadvantaged Business Utilization. All Proponents are (a) strongly encouraged to consider the use of Disadvantaged Business Enterprises (“DBE(s)”) in all aspects of the Contract that will be awarded pursuant to this solicitation process and (b) will be required to document their good faith efforts in this regard as an integral part of their Proposal. Refer to the Equal Employment Opportunity and Disadvantaged Business Enterprise Requirements.

Docusign Envelope ID: 5E0C6671-3750-4CF7-A8F9-326FDAEF833D https://www.itsmarta.com/uploadedFiles/More/About_MARTA/Code%20of%20Ethics%2010-10-24.pdf https://www.itsmarta.com/uploadedFiles/More/About_MARTA/Code%20of%20Ethics%2010-10-24.pdf https://itsmarta.com/uploadedfiles/Bid%20Protest%20Procedure.pdf

A current listing of DBE’s certified with the Georgia Unified Certification Program DBE Directory, as the same may change from time to time, is located at http://www.dot.ga.gov/PS/Business/DBE.

MARTA has assigned a 0% goal for Disadvantaged Business Enterprise (DBE) participation in this project, the Proponent agrees and warrants that Proponent:

(a) does not discriminate against any employee or applicant for employment because of race, color, religion, sex, age, or national origin; (b) complies with all the provisions of Executive Order No. 11246 of September 24, 1965, and of the rules, regulations and other relevant orders of the US Secretary of Labor, and Proponent will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by Title VI of the Civil Rights Act of 1964, as well as, the Age Discrimination in Employment Act effective June 12, 1968, and will permit access to books, records and accounts by the Authority, the Secretary of Labor and/or the Secretary of Transportation, for purposes of investigation to ascertain Proponent’s compliance with such rules, regulations, and orders; (c) takes affirmative action to assure that Disadvantaged Business Enterprises are strongly pursued for participation on this contract and will document their best efforts to ascertain DBE participation in different aspects of the project as an integral part of their submitted Proposal. The breach of any of the foregoing agreements and warranties shall be a material breach of this contract, for which MARTA, in addition to all other remedies, shall have the right to cancel the contract; and (d) provides MARTA with a written copy of its equal opportunity policy statement if less than fifty (50) employees and a copy of current written affirmative action plan if fifty (50) or more employees, which will be accomplished prior to Contract award.

19. Electronic Solicitation Documents. This RFP is being made available to all Proponents by electronic means. By responding to this RFP, Proponent acknowledges and accepts full responsibility to ensure that it is responding to the correct form of RFP, including any addenda issued by MARTA’s Department of Contracts, Procurement and Materials.

Proponent acknowledges and agrees that in the event of a conflict between the RFP in the Proponent’s possession and the version maintained by MARTA’s Department of Contracts, Procurement and Materials, the version maintained by MARTA’s Department of Contracts, Procurement and Materials shall govern. The RFP document is available at www.itsmarta.com.

20. Award of Contract; Execution: If the Committee awards a Contract pursuant to this procurement, MARTA/the Committee will prepare and forward to the successful Proponent a Contract for execution substantially in the form included in solicitation document.

21. Supplemental Information for Proponents. In preparing responses to MARTA/the Committee, Proponents should refer to Attachment A-1, Supplemental Plan Information

Docusign Envelope ID: 5E0C6671-3750-4CF7-A8F9-326FDAEF833D http://www.dot.ga.gov/PS/Business/DBE for Proponents, which provides additional information for MARTA’s Non-Represented Employee Defined Benefit Pension Plan.

Attachment A-1 Supplemental Plan Information for Proponents

I. OVERVIEW

The MARTA Non-Represented Employee Defined Benefit Pension Plan, “The Plan”, is currently invested primarily in mutual funds, fund-of-fund structures, and limited partnerships, and separately managed accounts (SMA) across multiple asset classes. The current asset allocation of the Fund is outlined in the table below and is subject to restructuring after completion of a strategic study.

Asset Class Target

Allocation

# of

Managers Potential Vehicles

US Equity 33% $146.9mm 3 Mutual Fund, Separate Account or Commingled Fund

Intl Equity 24% $106.8mm 2 Mutual Fund or Commingled

Fund

Domestic

Fixed Income 33% $146.9mm 2

Mutual Fund, Separate Account or Commingled Fund

Convertibles 5% $22.3mm 1 Open-Ended

Real Estate 5% $22.3mm 1 Private REIT or Commingled

Fund

Assets shall primarily be invested in commingled vehicles (mutual funds, commingled trust funds, and LPs) and shall follow a cost-conscious investment structure, normally deployed by institutional asset owners. To that effect, the custodian bank is required to provide core custody and safekeeping, asset servicing, corporate action processing, transaction processing (not trade execution), income collection, accounting, consolidated monthly reporting, FASB reporting support (Fair Value Reporting, in particular), proxy notification, class and corporate action support, online access, ability to initiate cash movement via an online module (to rebalance or to pay fees), and short term investment/cash management.

When responding to this request, we encourage Proponents to describe the ways in which

Proponents believe their organization’s service capability is unique or would add value. Please be succinct in your responses and, if certain services cannot be provided, please state so where appropriate. Proponents may use the following Plan numbers in responding to this request: 223 active employees; 1,459 retirees, beneficiaries; and 118 term vested participants.

MARTA HQ

MARTA HQ

RECEIVING

MARTA HQ Annex

2400 PIEDMONT RD NE

ATLANTA GA 30324

404-848-5081 Annex Mail Center

404-848-4773 Mail Services Supervisor

The address for receiving all deliveries to MARTA Headquarters Complex (HQ - 2424 Piedmont Rd NE and HQ Annex - 2400 Piedmont Rd NE) is:

Directions from MARTA HQ to MARTA Receiving at the HQ Annex (see map below):

East on Morosgo Drive to Piedmont Rd. NE

South on Piedmont Rd to Garson Dr. NE

West on Garson Dr. NE to third driveway on the right

OVER FOR DRIVING DIRECTIONS FROM I-75 N/I-85 N, I-85 S AND GA - 400

DIRECTIONS TO THE HQ ANNEX MAIL CENTER LOADING DOCK

RECEIVING HOURS:

Monday – Friday

9:00 am – 2:00 pm

Closed: New Year’s Day/Martin Luther King, Jr Holiday/Memorial Day/Independence Day/Labor

Day/Thanksgiving Day/Friday Following//Thanksgiving Day/Christmas Day

Driving Directions from I-75 S

From I-75 S, Use the left 3 lanes to take exit 251 to merge onto I-85 N, follow signs for I-85 N

Take the Buford Hwy N exit

Merge onto GA-13 N

Take the GA-237 N/Piedmont Rd NE exit

Turn right onto Piedmont Rd NE

Turn left onto Garson Dr. NE (turn into third driveway on right)

MARTA HEADQUARTERS COMPLEX RECEIVING

INTERCOM

LOADING

DOCK & LIFT

PEDESTRIAN ENTRANCE

& DOORBELL

Driving Directions from I-75/I-85 N

From the I-75 N/I-85 N Connector northbound, Keep left at fork to stay on I-85 N, follow signs for I-85 N

Take the Buford Hwy N exit

Merge onto GA-13 N

Take the GA-237 N/Piedmont Rd NE exit

Turn right onto Piedmont Rd NE

Turn left onto Garson Dr. NE (turn into third driveway on right)

Driving Directions from GA-400 S

From GA-400 southbound, Take exit 18 for Sidney Marcus Blvd

Turn left onto GA-237 S/Piedmont Rd

NE

Turn right onto Garson Dr NE (turn into third driveway on right)

Directions to the HQ Annex Mail Center Loading Dock

Enter the driveway (note signage on fence for MARTA HQ Annex, MARTA Police) and proceed to the gate and intercom. Press the intercom button and provide the Protective Specialist:

• Your Name

• Your Company Name

• Purpose for Your Visit

From the gate, proceed to the first stop sign and turn left to the HQ Annex Mail Center and loading dock.

The pedestrian entrance and doorbell are to the left of the loading dock.

Driving Directions from I-85 S

From I-85 southbound, Take exit 88 for Lenox Rd toward GA-400 N/Cheshire Br Rd

Turn left onto Cheshire Bridge Rd NE

Turn right onto GA-236 W/Lavista Rd NE/Lindbergh Dr NE

Turn left onto GA-237S/Piedmont Rd NE

Turn right onto Garson Dr NE (turn into third driveway on right)

PART 2: CONTENTS OF PROPOSALS AND SUBMITTALS

1. General Contents of Proposals: A Proponent should submit a complete Proposal in response to this RFP in the format specified in this RFP. A Proposal consists of two (2) parts:

(a) Technical Proposal: This part will contain all of the information and submittals that are required by the RFP or being provided by Proponent as part of its Proposal; and

(b) Price Proposal: This part will contain the price proposal form, which must be packaged in a separately sealed envelope from the Technical Proposal. FAILURE TO SUBMIT THE

PRICE PROPOSAL FORM MAY, IN MARTA’S SOLE DISCRETION, BE CAUSE FOR

PROPONENT TO BE DEEMED NON-RESPONSIVE.

2. Technical Proposal:

(a) Title Page: The title page should show the RFP number and title, the Proponent’s name, address and telephone and fax numbers of the contact person(s) for Proponent and the date of Proponent’s Proposal.

(b) Table of Contents: The table of contents should outline and index the contents of the Proposal and correspond to the requirements of this RFP.

(c) Transmittal Letter: A letter that briefly states the Proponent’s understanding of the work to be performed, its commitment to perform the work, and a statement of the reason(s) why the Proponent believes it is the best qualified individual or entity to perform the work.

(d) Executive Summary: Each Proponent should include an overview of the Proponent’s qualifications to provide the services being procured through this RFP and a high-level description of the proposed solution. At a minimum, the Executive Summary should contain the following information:

(i) Complete legal name of the Proponent and the name of the legal entities that comprise the Proponent. The Proponent should provide the domicile where each entity comprising it is organized, including entity name, brief history of the entity, contact name, address, phone number, and facsimile number, as well as the legal structure of the entity.

(e) Response to all Requirements: The Proponent’s response to all requirements should include, but is not limited to, the following information:

(i) A detailed description of the services proposed by the Proponent to meet the requirements and goals of the Committee. The description shall demonstrate the Proponent understands the requirements and the Committee’s goals by describing how Proponent will achieve the same; Proponent should refer to

Exhibit A, Scope of Services in responding to the Committee’s requirements.

Additional sheets may be used if needed.

(ii) Proponent should highlight its customer service standards, including its methodology of client access to services, responsiveness to employee requests, and process to resolve disputes.

(iii) Proponent should highlight its technology and ability to develop and maintain a SaaS (Software as a Service) application that provides full access to plan information and allows for any updates or additions by Plan participants. In addition, Proponents should provide options for retirees and plan participants.

(f) Organizational Structure and Key Personnel: The Proponent should provide (a) an organizational chart of the Proponent's management structure and (b) corresponding resumes for each of the individuals listed on the organizational chart provided. The organizational structure and resumes should clearly identify the Proponent's management team. In addition, Proponent should list the day-to-day staff who shall be assigned to this project, including the day-to-day staff’s experience and technical proficiency, as it relates to this request.

(i) Legal form of the Proponent and the state in which it is domiciled. In the case where the Proponent is a partnership, joint venture or affiliation of two or more firms, please provide information for all participants and the nature of the relationship. This should include organizational documents and a brief description of the rights and obligations of the parties.

(ii) Resumes should include at least the following information:

a. Name and Title;

b. Professional Background;

c. Education; and

d. Current and Past Employment.

(iii) The Proponent should also include a statement that clearly identifies the level of authority vested to each individual within Proponent's management structure to make decisions on behalf of the Proponent.

(iv) The Proponent should include the name, address, telephone and fax number for the contact person authorized to communicate and negotiate on behalf of the Proponent.

(v) List any outstanding disputes or business relationships between the Proponent and the following entities, if any:

a. MARTA;

b. The United States Department of Transportation;

c. Federal Transit Administration;

d. Georgia Department of Transportation;

e. City of Atlanta;

f. County of Clayton;

g. County of Cobb;

h. County of DeKalb;

i. County of Fulton; and/or

j. County of Gwinnett.

Describe any other outstanding disputes involving the Proponent that may affect the Contract, which MARTA should be made aware.

(g) References and Client List: Proponents should provide:

(i) At least three (3) written reference letters/statements from Proponent’s clients (including name of client, name of Project, and contact information) regarding completed development projects similar to the services being procured by this

RFP;

(ii) A list of past and present clients Proponent has worked for or with over the last five (5) years. Please use Form 6 to respond to this request.

NOTE: By submitting a response to this RFP, Proponent acknowledges and agrees that MARTA may directly contact any of Proponent’s references or clients.

(h) Experience and Qualifications: To allow MARTA to fully understand the capabilities of the Proponent, the Proponent should provide the information requested below for Proponent and if Proponent is a partnership or joint venture, then each member of Proponent shall provide the following information. Please provide the information stated below for each member of the Proponent’s team. Use additional sheets, if necessary.

(i) The Proponent should describe the experience it has within the last five (5) years providing Third Party Administrator and Custodian Services. Proponents should highlight, at a minimum, each of the following:

a. Number of years in business

b. A list of at least three (3) clients of similar size to MARTA, to include

1) The size of the client

2) The type or services provided to client

3) The total value of the assets managed by Proponent.

c. A list of at least three (3) clients utilizing the Service Program proposed.

NOTE: If the Proponent is a partnership, joint venture or newly formed entity (e.g., limited liability company or corporation), the minimum requirements set forth throughout the RFP must be satisfied by the entity or individual(s) that own and control a majority equity interest (i.e., over 50% ownership) of the partnership, joint venture or newly formed entity.

(i) Exceptions to RFP: Proponent shall list any deviation(s), exception(s), or variation(s) to: the terms and conditions of this solicitation, the terms and conditions of any attachment(s) to this solicitation, the terms and conditions of any addendum to this solicitation, and, the terms and conditions of the proposed contract. The section of Proponent’s proposal containing any such deviation(s), exception(s), or variation(s) shall be clearly labeled “Exceptions to RFP”. If a Proponent fails to note a deviation, make an exception, or list a variation to the terms and conditions of this solicitation, any attachment(s), or addenda to this solicitation, or the terms and conditions of the proposed contract, it shall be deemed as an express waiver by that Proponent of such deviation, exception, or variation. MARTA/the Committee will not accept or review any deviation(s), exception(s), or variation(s) after the Proponent’s proposal has been received by MARTA.

(j) Financial Information: Given the nature of this project, MARTA/the Committee needs to understand the Proponent’s financial capability to undertake and successfully complete this project. Proponents should provide the following:

(i) Audited financial statements or tax filings for the past three (3) years (i.e., 2022, 2023, and 2024). If Proponent’s current year’s audited financial statements or tax filings are not yet complete, Proponent may provide either (a) audited financial statements or tax filings for 2021, 2022 and 2023 or (b) audited financial statements or tax filings for 2022 and 2023 as well as unaudited summary statements for the current year. The statements should include each of the following at a minimum:

(A) Balance sheet;

(B) Income statement; and

(C) Statement of change in financial position, if any.

(ii) The names and phone numbers of references for the following:

(A) Two commercial banks; or

(B) Two institutional partners; or

(C) One commercial bank and one institutional partner.

(iii) Terms and conditions of any significant contingent liabilities, such as guaranteed loans or other obligations which could affect the ability of Proponent to obtain financing for this project.

(iv) ANY FINANCIAL STATEMENTS THAT PROPONENT DEEMS TO BE CONFIDENTIAL

SHOULD BE MARKED AS PROPRIETARY.

NOTE: If the Proponent is a partnership, joint venture or newly formed entity (e.g., limited liability company or corporation), the minimum requirements set forth throughout the RFP must be satisfied by the entity or individual(s) that own and control a majority equity interest (i.e., over 50%) of the partnership, joint venture or newly formed entity.

3. Price Proposal. Each Proponent is required to fully complete the Price Proposal Form (Form

3) attached to this RFP and submit it in a separately sealed envelope from the Technical Proposal.

a. Price Proposals will be evaluated in two (2) separate groups:

Administrative Services and Custodian Services.

b. If Proponent is proposing for one service, i.e., Administrative Services, Proponent can place “N/A” or “not applicable” in the appropriate fields on the Price Proposal Form.

PART 3: SUBMITTAL FORMS

1. Illegal Immigration Reform and Enforcement Act Affidavit (Form 1)

2. Contract Affidavit (Form 1a)

3. Subcontractor Affidavit (Form 1b)

4. Sub-Subcontractor Affidavit (Form 1c)

5. Acknowledgement of Addenda (Form 2)

6. Price Proposal (Form 3)

7. No Conflict of Interest (Form 4)

8. List of Proposed Subcontractors (Form 5)

9. Qualification and Business References (Form 6)

10. Office of Corporate Compliance and Engagement Requirements (Appendix A)

FORM 1

ILLEGAL IMMIGRATION REFORM AND ENFORCEMENT ACT FORMS

All Proponents must comply with the Illegal Immigration Reform and Enforcement Act of 2011, O.G.G.A § 13-10-90, et seq. (“IIREA”). Proponents must familiarize themselves with IIREA and are solely responsible for ensuring their compliance therewith. Proponents may not rely on these instructions for that purpose. These instructions are offered only as a convenience to assist Proponents in complying with the requirements of MARTA’s procurement process and the terms of this RFP.

1. The attached Contractor Affidavit must be filled out COMPLETELY and submitted with the Proposal prior to the proposal deadline.

2. The Contractor Affidavit must contain an active Federal Work Authorization Program (E- Verify) User ID Number and Date of Registration.

3. Where the business structure of a Proponent is such that Proponent is required to obtain an Employer Identification Number (EIN) from the Internal Revenue Service, Proponent must complete the Contractor Affidavit on behalf of, and provide a Federal Work Authorization User ID Number issued to, the Proponent itself (see Example 1 below). Where the business structure of a Proponent does not require it to obtain an EIN, each entity comprising Proponent must submit a separate Contractor Affidavit (see Example 2 below).

Example 1: ABC, Inc. and XYZ, Inc. form and submit a bid/proposal as TransitService, LLC.

TransitService, LLC must enroll in the E-verify program and submit a single Contractor Affidavit in the name of TransitService, LLC which includes the Federal Work Authorization User ID Number issued to TransitService, LLC.

Example 2: ABC, Inc. and XYZ, Inc. execute a joint venture agreement and submit a bid/proposal under the name TransitService, JV. If, based on the nature of the JV agreement, TransitService, JV is not required to obtain an Employer Identification Number from the IRS. The bid/proposal submitted by TransitService, JV must include both a Contractor Affidavit for ABC, Inc. and a Contractor Affidavit for XYZ, Inc.

4. All Contractor Affidavits must be executed by an authorized representative of the entity named in the Affidavit. All Contractor Affidavits must be notarized.

5. Subcontractor and sub-subcontractor affidavits are not required at the time of bid/proposal submission, but will be required at or prior to Contract execution or in accordance with the timelines set forth in IIREA.

FORM 1a Contractor Affidavit

O.C.G.A. § 13-10-91(b)(1)

By executing this Contractor Affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of services on behalf of MARTA has registered with, is authorized to use and uses the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned contractor will continue to use the federal work authorization program throughout the contract period and the undersigned contractor will contract for physical performance of services in satisfaction of such contract only with subcontractors who present an affidavit to the contractor with the information required by O.C.G.A. § 13-10-91(b). Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows:

Federal Work Authorization User Identification Number Date of Authorization

Name of Contractor: ______________________________________________

Name of Project: ______________________________________________

Name of Public Employer: Metropolitan Atlanta Rapid Transit Authority

I hereby declare under penalty of perjury that the foregoing is true and correct.

Executed on _________, ____, 20__ in _________________ (city), __________ (state)

Signature of Authorized Officer or Agent

Printed name and Title of Authorized Officer or Agent

SUBSCRIBED AND SWORN BEFORE

ME ON THIS THE ___, DAY OF ________, 20______

NOTARY PUBLIC

My Commission Expires:

FORM 1b Subcontractor Affidavit

O.C.G.A. § 13-10-91(b)(3)

By executing this Subcontractor Affidavit, the undersigned subcontractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of services under a contract with ___________________________________ (name of contractor) on behalf of MARTA has registered with, is authorized to use and uses the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned subcontractor will continue to use the federal work authorization program throughout the contract period and the undersigned subcontractor will contract for the physical performance of services in satisfaction of such contract only with sub-subcontractors who present an affidavit to the subcontractor with the information required by O.C.G.A. § 13-10-91(b). Additionally, the undersigned subcontractor will forward notice of the receipt of an affidavit from a sub-subcontractor to the contractor within five business days of receipt. If the undersigned subcontractor receives notice of receipt of an affidavit from any sub-subcontractor that has contracted with a sub-subcontractor to forward, within five business days of receipt, a copy of such notice to the contractor. Subcontractor hereby attests that its federal work authorization user identification number and date of authorization are as follows:

Federal Work Authorization User Identification Number Date of Authorization

Name of Subcontractor: ____________________________________________________

Name of Project: ____________________________________________________

Name of Public Employer: Metropolitan Atlanta Rapid Transit Authority

I hereby declare under penalty of perjury that the foregoing is true and correct.

Executed on _________, ____, 20__ in _________________ (city), __________ (state)

Signature of Authorized Officer or Agent

NOTARY PUBLIC

My Commission Expires: ___________________

FORM 1c Sub-subcontractor Affidavit

O.C.G.A. § 13-10-91(b)(4)

By executing this affidavit, the undersigned sub-subcontractor verifies its compliance with…