RFP #16-1133-2CS

April 27, 2016

REQUEST FOR PROPOSAL

ANNUAL CONTRACT FOR DEFERRED COMPENSATION PLAN

INVESTMENT MANAGEMENT AND CONSULTING SERVICES

COUNTY OF HENRICO, VIRGINIA

Your firm is invited to submit a proposal to provide deferred compensation plan investment management and consulting servicesin accordance with the enclosed specifications. The submittal, consisting of the original proposal, seven (7) additional copiesmarked“Annual Contract for Deferred Compensation Plan Investment Management and Consulting Services”, and one electronic copy of the proposal saved to a flash drive will be received no later than 2:30 p.m.,May 26, 2016 by:

IN PERSON OR SPECIAL COURIERU.S. POSTAL SERVICE

County of HenricoCounty of Henrico

Department of FinanceDepartment of Finance

Purchasing Division ORPurchasing Division

8600 Staples Mill Road NEW ADDRESSP.O. Box 90775

Henrico, Virginia 23228Henrico, Virginia 23273-0775

This RFP and any addenda are available on the County of Henrico Purchasing website at To receive an email copy of this document, please send a request to:

Any proposal received after 2:30 p.m., May 26, 2016 whether by mail or otherwise, will be returned unopened. The time of receipt shall be determined by the time clock stamp in the Purchasing Division Office, Department of Finance. Proposals shall be placed in a sealed, opaque envelope, marked in the lower left-hand corner with the RFP number, title, and date and hour proposals are scheduled to be received. Offerors are responsible for insuring that their proposal is stamped by Purchasing Division personnel by the deadline indicated.

Nothing herein is intended to exclude any responsible firm or in any way restrain or restrict competition. On the contrary, all responsible firms are encouraged to submit proposals. The County of Henrico reserves the right to accept or reject any or all proposals submitted.

The awarding authority for this contract is the Department of Finance, Purchasing Director.

Technical questions concerning this Request for Proposal should be submitted to Cecelia Stowe, no later than May 9, 2016.

Very truly yours,

Cecelia H. Stowe, CPPO, C.P.M.

Purchasing Director

804-501-5685

8600 Staples Mill Road/P.O. Box 90775/Henrico, Virginia 23273-0775

(804) 501-5660 Fax: (804) 501-569

REQUEST FOR PROPOSAL

ANNUAL CONTRACT FOR DEFERRED COMPENSATION PLAN

INVESTMENT MANAGEMENT AND CONSULTING SERVICES

COUNTY OF HENRICO, VIRGINIA

I.PURPOSE:

This Request for Proposal (RFP) seeks investment management and consulting servicesfor the deferred compensation plans sponsored by (1) the Henrico County Board of Supervisors for General Government employees and (2) the Henrico County School Board for employees of Henrico County Public Schools (HCPS). For purposes of this RFP, the Henrico County Board of Supervisors and the Henrico County School Board will hereafter be referred to as the “County.”

Two plan administrators, ICMA – RC and VOYA, currently administer Section 457 plans for General Government employees. A single plan administrator, VALIC, currently administers a Section 403 tax-sheltered annuity program and a Section 457 plan for HCPS employees.

All three plan administrators provide plan administration and education services as well as select the plans’ investment options available to employees.The County has issued a separate Request for Proposals to obtain plan and administration services for its deferred compensation plans beginning January 1, 2017.Therefore, this RFP seeks to obtain the services of an investment manager that will be solely responsible for researching and selecting the investment options to be offered to participants in the various plans beginning January 1, 2017. The investment manager will assume all fiduciary responsibility and risk for researching, selecting, and monitoring the performance ofthe investments to be offered to employees in the County plans. The County’s role will be limited to consulting with the Successful Offeror about the investment options selected by the Successful Offeror and monitoring the performance of the Successful Offerorunderthe contract.

While the County is not subject to ERISA, the County seeksthe type of investment management services that would be offered if § 3 (38) of ERISA were applicable.

In addition, this RFP seeks consulting services as needed in accordance with the following Scope of Work.

The County will select one Offeror to provide investment management and consulting services for all of its deferred compensation plans.However, because General Government and HCPS have separate deferred compensation plans, the County will executeseparate contracts for the General Government and HCPS plans.

II.BACKGROUND:

Henrico County is located in the Commonwealth of Virginia with a population over 315,000. In Virginia, cities and counties do not overlap, and the County performs a wide array of services that include education through a public school system, public safety, public utilities, human services, public works, recreation, parks and libraries.

Since July 2013, SageView Advisory Group (SageView) has provided deferred compensation consulting services for General Government and Henrico County Public Schools (HCPS). Sageview’s services do not include plan administration, employee education, or investment selection and management. The deferred compensation consulting contract with SageView will expire June 30, 2016.

SageView is assisting the County with the procurement of one or more recordkeeping/administration and communication/education services contractors under RFP#15-1045-9CS issued on November 6, 2015. It is the County’s intent to execute one or morecontract(s) no later than June 30, 2016 for such services to begin January 1, 2017. This lead time is deemed necessary for the new plan administrators to coordinate the implementation of the new investment optionsselected by the Successful Offeror for this RFP.

General Government:

Henrico County General Government (HCGG)offers a Section 457 deferred compensation program to over 4,000 eligible employees; over 1,400 employees actively contribute. Over 2,100 employees and former employees have deferred compensation accounts. Total plan assets are over $130,000,000.

Schools:

HCPS offers a Section 403(b) and a Section 457(b) program to over 9,200 eligible employees at 73 sites; over 2,600 actively contribute. Over 3,500 employees and former employees have a tax-sheltered annuity program. Total plan assets are over $90,000,000.

III.SCOPE OF SERVICES:

The Successful Offeror shall provide all supervision, labor, material and equipment necessary to provide the following:

  1. Investment Management Services

1.Develop and maintain anInvestment Policy Statement that clearly defines the

investment guidelines and the expectations of the investment manager.

a.The Investment Policy Statement should describe a prudent investment program that will allow plan participants to structure an investment strategy that meets their individual return objectives and risk tolerance.

b.Update the Investment Policy Statement and other related documents in a timely manner.

2.Assume all fiduciary responsibility and risk for selecting the investments to be offered in the County plans.

a.Provide investment management services as if § 3(38) of ERISA applies inmaking fund selections as a plan fiduciary. The County will provide the Successful Offeror information regarding the current investment fund options.

b.Assume sole fiduciary responsibility for the selection, monitoring, and replacement of plan investment options. The County’s role will be limited to consulting with the Successful Offeror about the investment options selected by the Offeror. The County as Plan Sponsor will have no responsibility for the Investment Manager’s fiduciary decisions.

c.Provide investment management services solely in the interest of plan participants and their beneficiaries.

d.Ensure the process of evaluating, selecting, and de-selecting investment options isperformed without any conflict of interest or any appearance of conflict of interest.The investment manager must document the basis for decisions selecting or de-selecting portfolio offerings.

e.Offerors should provide a sample Investment Policy Statement that it uses for deferred compensationplans of size and scope similar to the County’s plans.

3.Follow the established Investment Policy Statement.

  1. Consulting services for Deferred Compensation Plans. The Successful Offeror shall ensure that the following consulting services will not create any conflicts of interest with its investment selection and management services under this contract.
  1. Evaluate current programs, recommend improvements, and provide expert advice.
  1. Evaluate the effectiveness of deferred compensation programs for General Government and for Schools using industry standard benchmarks, reports, metrics and analysis.
  2. Meet in person and at least quarterly with designated County and School staffto present analysis of key operational and plan components of their respective programs. Quarterly meetings may be held separately with each group.This analysis shall include, but not be limited to,best practices, fund performance, fee schedule, employee participation, employee experience, communications, compliance, and implementation processes.
  3. Provide expert advice on plan operations and compliance.
  4. Recommend program and educational strategies to improve employee participation and success.
  5. Recommend operational practices to improve administration and employee experience.
  6. Provide additional consulting services to ensure that General Government and Schools personnel are fully informed as to the operation of their respective deferred compensation programs.

2)Provide consulting services for County procurements of services other than investment selection and management, as requested.

  1. Assist staff with RFP development.
  2. Participate in all meetings with offerors, including pre-proposal conference, oral interviews, and negotiation meetings.
  3. Guide RFP selection committees through the proposal evaluation process.
  4. Assist with negotiations to ensure competitive, transparent fees are obtained.
  5. Collaborate with staff to develop and complete the contract with the Successful Offeror.
  6. Recommend contract implementation strategies and provide guidance for program implementation.
  7. Assist in implementation of new plans.
  8. Serve as liaison with the Successful Offeror in those procurements, as needed.
  9. Collaborate with County staff to prepare and complete contract renewals.
  1. Include in the RFP response any other duties that the Offeror believes are necessary to ensure that General Government and Schools arefully informed as to the operation of theirdeferred compensation programs and the Successful Offeror’sperformance of its fiduciary responsibilities.
  1. Transfer of Records at Future Cancellation: The Successful Offeror agrees to furnish all data and records necessary to administer the County’s deferred compensation plansto any new investment management or consulting servicesfirm upon termination of this contract within thirty (30) days of receiving written notification of contract termination.

IV.ANTICIPATED SCHEDULE:

The following represents a tentative outline of the process currently anticipated by the County:

Request for Proposals distributedApril 27, 2016

Deadline for submission of questions May 9, 2016

Receive written proposals2:30 p.m., May 26, 2016

Conduct oral interviews/negotiations June 2016

Contract effective dateJuly 1, 2016

V.COUNTY RESPONSIBILITIES:

Henrico County will designate individuals to act as Project Managers for all work performed under this contract. The Project Managers shall coordinate the work, and shall have the authority to make decisions in writing binding their respective employers on matters within the scope of the contract.

VI.GENERAL CONTRACT TERMS AND CONDITIONS:

  1. Annual Appropriations

It is understood and agreed that the contract resulting from this procurement (“Contract”) shall be subject to annual appropriations by the County of Henrico, Board of Supervisors. Should the Board fail to appropriate funds for this Contract, the Contract shall be terminated when existing funds are exhausted. The Successful Offeror (“Successful Offeror” or “contractor”) shall not be entitled to seek redress from the County or its elected officials, officers, agents, employees, or volunteers should the Board of Supervisors fail to make annual appropriations for the Contract.

B.Award of the Contract

1.The County reserves the right to reject any or all proposals and to waive any informalities.

2.The Successful Offeror shall, within fifteen (15) calendar days after Contract documents are presented for signature, execute and deliver to the Purchasing office the Contract documents and any other forms or bonds required by the RFP.

  1. The Contract resulting from this RFP is not assignable.
  1. Notice of award or intent to award may also appear on the Purchasing Office website:

C.Collusion

By submitting a proposal in response to this Request for Proposal, the Offeror represents that in the preparation and submission of this proposal, said Offeror did not, either directly or indirectly, enter into any combination or arrangement with any person, Offeror or corporation or enter into any agreement, participate in any collusion, or otherwise take any action in the restraint of free, competitive bidding in violation of the Sherman Act (15 U.S.C. § 1 et seq.) or Section 59.1-9.1 through 59.1-9.17 or Sections 59.1-68.6 through 59.1-68.8 of the Code of Virginia.

D.Compensation

The Successful Offeror shall submit a complete itemized invoice on each delivery or service that is performed under the Contract. Payment shall be rendered to the Successful Offeror for satisfactory compliance with the Contract within forty-five (45) days after receipt of a proper invoice.

E.Controlling Law and Venue

The Contract will be made, entered into, and shall be performed in the County of Henrico, Virginia, and shall be governed by the applicable laws of the Commonwealth of Virginia without regard to its conflicts of law principles. Any dispute arising out of the Contract, its interpretations, or its performance shall be litigated only in the Henrico County General District Court or the Circuit Court of the County of Henrico, Virginia.

F.Default

1.If the Successful Offeror is wholly responsible for a failure to perform the Contract (including, but not limited to, failure to make delivery of goods, failure to complete implementation and installation, and/or if the goods and/or services fail in any way to perform as specified herein), the County may consider the Successful Offeror to be in default. In the event of default, the County will provide the Successful Offeror with written notice of default, and the Successful Offeror shall provide a plan to correct said default within 20 calendar days of the County’s notice of default.

2.If the Successful Offeror fails to cure said default within 20 days, the County, among other actions, may complete the Contract work through a third party, and the Successful Offeror shall be responsible for any amount in excess of the Contract price incurred by the County in completing the work to a capability equal to that specified in the Contract.

G.Discussion of Exceptions to the RFP

This RFP, including but not limited to its venue, termination, and payment schedule provisions, shall be incorporated by reference into the Contract documents as if its provisions were stated verbatim therein. Therefore, Offerors shall explicitly identify any exception to any provisions of the RFP in a separate “Exceptions to RFP” section of the proposal so that such exceptions may be resolved before execution of the Contract. In case of any conflict between the RFP and any other Contract documents, the RFP shall control unless the Contract documents explicitly provide otherwise.

H. Drug-Free Workplace to be Maintained by the Contractor (Va. Code § 2.2-4312)

1.During the performance of this Contract, the contractor agrees to (i) provide a drug-free workplace for the contractor’s employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the contractor’s workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the contractor that the contractor maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

2.For the purposes of this section, “drug-free workplace” means a site for the performance of work done in connection with a specific contract awarded to a contractor in accordance with the Virginia Public Procurement Act, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract.

I.Employment Discrimination by Contractor Prohibited

1.During the performance of this Contract, the contractor agrees as follows (Va. Code § 2.2-4311):

(a)The contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the contractor. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

(b)The contractor, in all solicitations or advertisements for employees placed by or on behalf of the contractor, will state that such contractor is an equal opportunity employer.

(c) Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section.

2. The contractor will include the provisions of the foregoing subparagraphs (a), (b), and (c) in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

J.Employment of Unauthorized Aliens Prohibited

Any contract that results from this Request for Proposal shall include the following language: "As required by Virginia Code §2.2-4311.1, the contactor does not, and shall not during the performance of this agreement, in the Commonwealth of Virginia knowingly employ an unauthorized alien as defined in the Federal Immigration Reform and Control Act of 1986."

K.Indemnification

The Successful Offeror agrees to indemnify, defend and hold harmless the County of Henrico (including Henrico County Public Schools), the County’s officers, agents and employees, from any claims, damages, suits, actions, liabilities and costs of any kind or nature, including attorneys’ fees, arising from or caused by the provision of any services, the failure to provide any services or the use of any services or materials furnished (or made available) by the Successful Offeror, provided that such liability is not attributable to the County’s sole negligence.