Orange County Employees’ Retirement System

              Request for Proposal

    Alternative/Real Estate Investment Cou...
I.   Introduction

Orange County Employees Retirement System (OCERS) was organized under the
County Employees’ Retirement ...
II. Minimum Qualifications


A.   A responding law firm may choose to respond to the general investment legal
     service...
III. Purpose and Scope of Services


OCERS is seeking a qualified law firm or firms with public and/or private pension fun...
IV. Proposal Completion and Submission Procedures

Please provide seven (7) copies of all of the requested exhibits in the...
OCERS’ Right to Reject All Proposals

OCERS may, at its sole discretion, reject any or all proposals submitted in response...
V. Inquiries


All questions regarding the intent or content of the RFP or the proposal process must be
received in writin...
VI. Evaluation

All timely and properly formatted proposals will be evaluated and scored by OCERS
staff and Board Investme...
REQUIREMENTS

Orange County Employees Retirement System

Request for Proposal: Alternative/Real Estate Investment Legal Se...
Notice Regarding the California Public Records Act

The proposal your firm submits in response to this RFP will become the...
Appendix A
                Orange County Employees Retirement System
     Alternative/Real Estate Investment Counsel and G...
Upcoming SlideShare
Loading in...5
×

Orange County Employees' Retirement System

983

Published on

0 Comments
0 Likes
Statistics
Notes
  • Be the first to comment

  • Be the first to like this

No Downloads
Views
Total Views
983
On Slideshare
0
From Embeds
0
Number of Embeds
0
Actions
Shares
0
Downloads
2
Comments
0
Likes
0
Embeds 0
No embeds

No notes for slide

Transcript of "Orange County Employees' Retirement System"

  1. 1. Orange County Employees’ Retirement System Request for Proposal Alternative/Real Estate Investment Counsel And General Investment Counsel
  2. 2. I. Introduction Orange County Employees Retirement System (OCERS) was organized under the County Employees’ Retirement Law of 1937 and established in 1945. OCERS is a multi- employer, governmental defined benefit plan. The fund has an approximate market value of $7.5 billion. The fund is advised by in-house investment staff and legal counsel and an outside investment consultant. The assets are managed by thirty-seven external investment managers. The plan has approximately 22,500 active members and 12,000 members in payment status. The role of OCERS is to ensure financial security to plan participants by providing secure retirement and disability benefits, quality information concerning those benefits, and prompt, professional and courteous service that meets the highest standards of excellence. In carrying out that role, the Board of Retirement and staff are committed to act for the exclusive benefit of the plan and its participants, manage the assets in a prudent manner, and administer benefits with impartiality. OCERS is governed by a Board of nine trustees plus one alternate. Four of the nine trustees are appointed by the County’s governing body. The County Treasurer, an ex- officio member, is elected by the County electorate, while the remaining four trustees and the alternate trustee are elected by plan members. As provided by statute and the State Constitution, the Board has exclusive management responsibility for the control and investment of plan assets. The Board operates under the “Prudent Person” rule, as defined in California Government Code section 31595. OCERS seeks to hire outside investment counsel to provide general investment legal services and specialized legal services relating to alternative investments and real estate transactions including: venture capital, leveraged buyout, mezzanine debt and secondaries, real estate investment trusts and other commingled arrangements. OCERS invests through fund of funds structures, and is seeking counsel to assist in reviewing partnership agreements, offering memoranda, and subscription documents and drafting side letters with the various managers. 2
  3. 3. II. Minimum Qualifications A. A responding law firm may choose to respond to the general investment legal services request or the alternative/real estate investment legal services request or both. B. To be considered for the general investment legal services, the proposer must meet all of the following minimum qualifications to be given further consideration. Failure to satisfy each of the minimum qualifications will result in the immediate rejection of the proposal. 1. The firm must provide advice, review and drafting services concerning legal documents necessary to consummate public pension investment transactions. 2. The lead attorney who will have primary responsibility for providing legal services to OCERS must have a minimum of five (5) years experience providing advice, review and drafting services concerning legal documents necessary to consummate public pension investment transactions. C. To be considered for the alternative/real estate investment legal services, the proposer must meet all of the following minimum qualifications to be given further consideration. Failure to satisfy each of the minimum qualifications will result in the immediate rejection of the proposal. 1. The firm must provide legal services analyzing alternative investments and real estate transactions including: venture capital, leveraged buyout, mezzanine debt and secondaries fund structures, fund of funds and commingled fund structures by reviewing limited partnership and other agreements and negotiation and drafting of side letters to other public and/or private pension fund plans. 2. The lead attorney who will have primary responsibility for providing legal services to OCERS must have a minimum of five (5) years experience in reviewing alternative investment/real estate partnership, commingled or fund of funds agreements and drafting side letters for public and/or private pension fund plans. 3
  4. 4. III. Purpose and Scope of Services OCERS is seeking a qualified law firm or firms with public and/or private pension fund plan experience and the depth of resources to provide comprehensive legal services advising, reviewing and drafting documents necessary to consummate public pension investment transactions and/or advice relating to alternative/real estate investments including: venture capital, leveraged buyout, mezzanine debt and secondaries fund structures, commingled and fund of fund structures by reviewing limited partnership and other agreements and drafting side letters. The required services include, but are not limited to, the following: a. coordinate with OCERS’ Chief Investment Officer for purposes of reviewing investment transactions and/or alternative investment/real estate limited partnership and other agreements and drafting side letters, as necessary; b. provide timely written concise reviews of investment transactions and/or alternative investment/real estate limited partnership and other agreements; c. negotiate side letter agreements for alternative investment/real estate limited partnership and other agreements; d. appear before the OCERS Board or Committee as requested by the OCERS’ Chief Investment Officer. 4
  5. 5. IV. Proposal Completion and Submission Procedures Please provide seven (7) copies of all of the requested exhibits in the order they appear in this RFP with an appropriate index. See REQUIREMENTS below. Please include a cover letter, which will be considered part of the proposal and must be signed by the individual(s) who is/are authorized to bind the proposing firm contractually. The cover letter must indicate the signer is so authorized and must indicate the title or position, which the signer holds in the Proposing firm. An unsigned cover letter shall cause the proposal to be rejected. The cover letter must also contain the following: • The proposing firm’s name, address, telephone and facsimile number. • The Federal Employer Identification Number and Corporate Identification number, if applicable. • The name, title and phone number of the individual signing the cover letter. • The name, title and phone number of the lead attorney for the proposal, if different than the individual signing the cover letter. • A statement to the effect that the proposal is a firm irrevocable offer. The proposal should be prepared in language making performance of the work contemplated by the offering firm mandatory (e.g., "The Firm shall…") and suitable for use as an attachment to any resulting contract so as to legally bind the offering firm to performance of the specific work being proposed. • A statement expressing the proposing firm’s availability of staff and other required resources for performing all services stated within. • A statement expressing the proposing firm meets all the minimum requirements for either the general investment counsel or alternative investment counsel or both as defined in Part II, of this document. The deadline for submission of proposals is May 12, 2010, at 5:00 p.m. (PDT). All seven (7) copies must be received by the above deadline date and time to satisfy the deadline requirement. Please identify the signed original. Proposals must be enclosed in a sealed envelope, bearing the name and address of the firm submitting the proposal, and clearly marked with the words: “PROPOSAL – ALTERNATIVE/REAL ESTATE INVESTMENT COUNSEL” or “PROPOSAL – GENERAL INVESTMENT COUNSEL” or both phrases. The seven (7) copies of the proposal must be submitted as follows: Ms. Julie Wyne Assistant CEO, External & Legal Operations Orange County Employees’ Retirement System 2223 Wellington Avenue, Suite 100 Santa Ana, CA 92701 Note: Selected Finalists may be asked to produce additional bound copies of their proposal prior to completion of the selection process. 5
  6. 6. OCERS’ Right to Reject All Proposals OCERS may, at its sole discretion, reject any or all proposals submitted in response to this RFP. OCERS will not be liable for any costs your firm incurs in connection with the preparation or submission of any proposal. 6
  7. 7. V. Inquiries All questions regarding the intent or content of the RFP or the proposal process must be received in writing or by e-mail on or before, April 28, 2010. Respondents requiring clarification should direct questions to: Ms. Julie Wyne Assistant CEO, External & Legal Operations Orange County Employees’ Retirement System 2223 Wellington Avenue, Suite 100 Santa Ana, CA 92701 jwyne@ocers.org All questions will be consolidated into a single Q&A document. The source of the questions will not be disclosed in the document. The Q&A document will be distributed to all firms who received the RFP. OCERS reserves the right to request additional information from any or all responding firms to assist it in its evaluation process. However, during the proposal period, no responding firm may contact the Board of Retirement, any individual board member, or OCERS staff member, other than the contact person specified above. No responding firm may, at any time, attempt to influence the evaluation other than by a properly submitted response to this RFP or to a formal request for information or presentation. Current service providers who are responding to this RFP are expected to limit their contact for business transactions to OCERS employees with whom they ordinarily interact and to avoid direct contact with board members or other staff during the proposal period, other than that which might occur at regularly scheduled meetings. 7
  8. 8. VI. Evaluation All timely and properly formatted proposals will be evaluated and scored by OCERS staff and Board Investment Committee Chairs. The OCERS Chief Executive Officer has the authority to engage the highest scoring law firm subject to successful contract negotiations. If a satisfactory retainer agreement cannot be negotiated with the approved firm, OCERS may, at its sole discretion, terminate such negotiations. Schedule The following schedule has been set by OCERS and may be changed if necessary. If the schedule changes, firms responding to the RFP will be notified by mail and a notice will be posted on the OCERS website, at www.ocers.org. Deliverable Date Time Release of RFP 4/14/2010 Questions from vendors due 4/28/2010 5:00 PM PST Answers to vendor questions posted 5/5/2010 RFP submission deadline 5/12/2010 5:00 PM PST Vendor selection (est.) 6/12/2010 Selection criteria The selection of the firm to provide legal services will be based upon the following weighted criteria: Relevant experience of the firm and the individual 35% attorneys proposed for OCERS Proposed work plan, soundness of approach and 15% understanding of the needs of OCERS Demonstrated ability to perform the services referred to 25% in the RFP References and recommendations of other clients 10% Fees and the value they represent for the services to be 15% provided 8
  9. 9. REQUIREMENTS Orange County Employees Retirement System Request for Proposal: Alternative/Real Estate Investment Legal Services and/or General Investment Legal Services To facilitate our evaluation, please provide the information in separate exhibits as follows: Exhibit A - Your firm's promotional brochure, providing general information about your firm including office locations, areas of practice, numbers of attorneys, etc. Exhibit B - Detailed resumes describing the educational and professional experience and qualifications of the attorneys who would be assigned to perform the services required. Please indicate which attorney(s) will be assigned as the "lead" attorney. Exhibit C - A list of public and/or private plan funds you represented in either alternative/real estate investments or general investment transactions, or both, within the past five years. Indicate the type(s) of alternative/real estate investments or general investment transactions, or both, on which you provided advice. Exhibit D - Please describe the limits of coverage for errors and omissions insurance and any other fiduciary or professional liability insurance your firm carries. List the insurance carriers supplying the coverage. Exhibit E - A fee proposal, including hourly rates of the attorneys assigned and any alternative billing arrangements you may wish to propose and a sample contract. Exhibit F - Three client references in the area of alternative/real estate investments and/or general investment transactions. Exhibit G - Please identify all malpractice claims filed against the firm, or any attorney proposed to perform services in response to the RFP, arising from the type of services OCERS is seeking and indicate the nature and status of each claim. Exhibit H - Identify all public sector clients who have terminated their working relationship with you in the past three years and a brief statement of your understanding of their reasons for doing so. Provide each such client’s in house counsel’s (of if none, CEO’s) name, address and telephone number. Exhibit I - Identify any attorney in your firm who has been disciplined or censured by any regulatory body with a description of the principal facts. Exhibit J – Complete Appendix A (Minimum Qualification Requirements). 9
  10. 10. Notice Regarding the California Public Records Act The proposal your firm submits in response to this RFP will become the exclusive property of OCERS. It will not be returned to you, and it will be subject to public disclosure pursuant to the California Public Records Act (Cal. Gov. Code Sections 6250 et. seq., the “Act”). The Act provides generally that all records relating to a public agency’s business are open to public inspection and copying, unless specifically exempted under one of several exemptions set forth in the Act. In addition, if OCERS chooses to engage your firm, such engagement may appear on a publicly posted agenda for a public meeting of the Board of Retirement. If you believe that any portion of your proposal is exempt from public disclosure under the Act, such portion may be marked “TRADE SECRETS,” “CONFIDENTIAL,” OR “PROPRIETARY.” OCERS will deny public disclosure of any portions so designated, provided that such designation is in accordance with applicable law. Proposals marked “TRADE SECRETS,” “CONFIDENTIAL,” OR “PROPRIETARY” in their entirely will not be honored, and OCERS will not deny public disclosure of all or any portion of proposals so marked. By submitting a proposal with portions marked “TRADE SECRET,” “CONFIDENTIAL,” or “PROPRIETARY” you represent you have a good faith belief that such material is exempt from disclosure under the Act, and you agree to reimburse OCERS for, and to indemnify, defend and hold harmless OCERS, its officers, fiduciaries, employees and agents from and against: (a) any and all claims, damages, losses, liabilities, suits, judgments, fines, penalties, costs and expenses including, without limitation, attorneys’ fees, expenses and court costs of any nature whatsoever (collectively, “Claims”) arising from or relating to OCERS’ non-disclosure of any such designated portions of your proposal; and (b) any and all Claims arising from or relating to OCERS’ public disclosure of any such designated portions of your proposal if OCERS reasonably determines disclosure is deemed required by law, or if disclosure is ordered by a court of competent jurisdiction. 10
  11. 11. Appendix A Orange County Employees Retirement System Alternative/Real Estate Investment Counsel and General Investment Counsel Minimum Qualification Requirements 1. Y N Must provide Alternative/Real Estate Investment Counsel services, as described in the RFP to public or private pension funds for at least the past five years, and/or; 2. Y N Must provide General Investment Counsel services, as described in the RFP, to public or private pension funds for at least the past five years. 3. Y N Must carry errors and omissions insurance for duration of contract. 4. Y N Must disclose all malpractice claims against any attorney in your office. 5. Y N Must disclose any censure or discipline action by any regulatory body against any attorney in your office. 6. Y N Must disclose any public or private pension fund client that has terminated the firm’s services. 7. Y N Responding firm warrants that all information and statements in the RFP response are true and complete. Any statement or claim found to be incomplete, misleading or false will be grounds for immediate disqualification or dismissal. 11

×