Boston Miami San Diego
September 19, 2013
Dear Respondent:
Attached is the Request for Proposal (RFP) for the City of Quincy Retirement System‘s search for a manager of an opportunistic real estate mandate. Thank you for your interest in our search.
Please be aware of requirements of this RFP that are specific to MassachusettsContributory Retirement Systems. The essential components of the RFP are as follows:
1. Search Description
2. Search Evaluation Criteria
3. Minimum Criteria Certification
4. Certification of Good Faith
5. Warranties
6. General Information & Instructions
7. Request for Proposal
8. Exhibits:
A. Mandatory Contractual Terms and Conditions under Mass. General Laws Chapter 32, as amended by Chapter 176 of the Acts of 2011
B. Chapter 32: Massachusetts General Laws
C. Chapter 32, as amended by Chapter 176 of the Acts of 2011: Massachusetts General Laws
This solicitation does not commit the Board to pay any costs incurred in the submission of proposals. The Board reserves the right to reject any and all proposals at its discretion.
We look forward to reviewing your proposal.
Sincerely,
Meketa Investment Group, Inc., on behalf of the
City of Quincy Retirement System
100 lowder brook drive suite 1100 westwood ma 02090
781 471 3500 fax 781 471 3411 www.meketagroup.com
City of Quincy Retirement SystemRequest For Proposal / Opportunistic Real Estate
1. Search Description
1. Search Description
The Board Members of the City of Quincy Retirement System would be pleased to receive information regarding capabilities and experience in managing opportunistic real estate portfolios, as well as a proposal to offer this service to the Retirement System.
More specifically, proposals must be for a diversified closed-end investment. Only proposals for managers with these specific criteria will be considered.
The Board intends to invest approximately $5 million to $10 million. The Board reserves the right to reject any and all proposals at its discretion.
The selected manager(s) must have familiarity with, and agree to comply with Massachusetts G.L. Chapter 32 and Chapter 176 and all applicable investment guidelines administered by PERAC.
Any questions pertaining to this Request for Proposal are to be in writing and directed to:
Jason Post or Alli Wallace
Meketa Investment Group, Inc.
100 Lowder Brook Drive, Suite 1100
Westwood, MA 02090
E-mail:
1
City of Quincy Retirement SystemRequest For Proposal / Opportunistic Real Estate
2. Search Evaluation Criteria
2. Search Evaluation Criteria
Manager selection is a nuanced process and requires extensive due diligence. All managers will be evaluated within the context of the Retirement System’s overall investment policy.
Managers will be evaluated in the following areas:
· Organization
· Investment Team
· Investment Philosophy
· Investment Process
· Investment Fees
· Investment Performance
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City of Quincy Retirement SystemRequest For Proposal / Opportunistic Real Estate
3. Minimum Criteria Certification
3. Minimum Criteria Certification
If you do not satisfy all of the minimum criteria, please do not respond to this RFP
Bidders must meet all of the following minimum criteria. Failure to satisfy any of the minimum criteria will result in the disqualification of the bidder. Please respond to each of the following by initialing the “YES” response to certify that you do meet the minimum criteria.
1. The bidder and each key individual is a registered investment advisor pursuant to the Investment Advisors Act of 1940, or is exempt from registration (with the nature of the exemption provided).
Yes
2. The bidder has a minimum five-year performance history in the subject product/strategy as of June 30, 2013 (experience at prior organizations related to the subject product is applicable). The majority of the Portfolio Managers must have at least five years experience in managing real estate investments for institutional investors, i.e., tax exempt or state, municipal, or other governmental benefits plans.
Yes
3. The bidder has experience managing investments for tax-exempt or state, municipal, or other governmental defined benefit plans.
Yes
4. The firm has been in operation for at least five years as of June 30, 2013 as an investment management organization as determined by the firm’s SEC 1940 registration.
Yes
5. The firm has managed assets in a manner that satisfies Massachusetts Laws Chapter 32, including the regulations of the Public Employee Retirement Administration Commission, 840 CMR.
Yes
6. The firm has filled out and attached the five required PERAC forms. (See instructions in Section 6, page 8, number 11.)
Yes
7. If selected, the Firm is willing and able to include the mandatory contractual terms and conditions into the contract, as required under Massachusetts General Laws Chapter 32, as amended by Chapter 176 of the Acts of 2011. (See Appendix A)
Yes
Certified and Initialized by:
Name /Title
/Date
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City of Quincy Retirement SystemRequest For Proposal / Opportunistic Real Estate
4. Certification of Good Faith
4. Certification of Good Faith
The undersigned certifies under pains and penalties of perjury that this proposal has been made and submitted in good faith and without collusion or fraud with any other person. As used in this certification, the word “person” shall mean a natural person, business, partnership, corporation, union, committee, club, or other organization, entity or group of individuals.
Name of person signing Proposal (print or type)Authorized signature of person signing Proposal
Title
Company
Date
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City of Quincy Retirement SystemRequest For Proposal / Opportunistic Real Estate
5. Warranties
5. Warranties
Candidate agrees to the incorporation of the following warranties in a proposed contract:
1. Candidate warrants that it maintains, or will obtain at its expense prior to funding, and will maintain throughout the term of the contract, an errors and omissions insurance policy providing a prudent amount of coverage for negligent acts or omissions and that such coverage is applicable to Manager’s actions under the contract.
2. Candidate warrants that, if requested, it will obtain at its own expense (prior to entering into a contract with the Board) independent verification and authentication of all historical performance data presented in this proposal.
3. Candidate warrants that all information and statements in this RFP are complete and true. Any statement or claim found to be incomplete, misleading, or false will be grounds for immediate disqualification or dismissal and may be subject to legal action.
4. Candidate warrants that it will disclose any third party marketing or sales fees chargeable to the account of the Board in the procurement.
5. Candidate warrants that it will not delegate its fiduciary responsibilities assumed under the contract.
6. Candidate warrants that it has completed, obtained, and performed all registration, filings, approvals, authorizations, consents, or examinations required by a government or governmental authority for acts contemplated by the contract.
7. Candidate warrants that it has reviewed the mandatory contractual terms and conditions as required under Massachusetts General Laws Chapter 32, as amended by Chapter 176 of the Acts of 2011 (as shown in Exhibit 9).
8. Candidate warrants that it is not “doing business with Burma (Myanmar)” within the meaning of Chapter 130 of the laws of 1996 of the Commonwealth of Massachusetts.
9. Candidate warrants that it meets all of the minimum criteria applicable to the firm under this RFP.
Name of person signing Proposal (print or type) / CompanyAuthorized signature of person signing Proposal / Date
Title
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City of Quincy Retirement SystemRequest For Proposal / Opportunistic Real Estate
6. General Information & Instructions
6. General Information & Instructions
Overview of the City of Quincy Retirement System
The Quincy Retirement System is a contributory retirement plan established in accordance with Chapter 32 of the Massachusetts General Laws. The BoardMembers are the trustees and they oversee the management of the System and the investment of the funds.
PERAC (the Public Employee Retirement Administration Commission) regulates the investment decisions made by the Quincy Retirement System and all other public pension fund trustees and requires that each Manager employed by a Board must be a registered Investment Advisor pursuant to Federal Laws and must meet a Code of Ethics for Fiduciaries and Standards of Conduct for Investment Advisors under Massachusetts law. PERAC’s statutory responsibilities include approving investment waivers, conducting audits, and reviewing statutory compliance.
Meketa Investment Group was chosen by the Board as the pension fund consultant to the Quincy Retirement System and the firm advises and counsels the Board in manager searches and evaluations.
Investment Services to be Provided
The Manager selected through the Request for Proposal process will enter into a written contract with the Quincy Retirement System (hereinafter “Board”) for the purpose of compiling and managing a portfolio. Specifically, the Manager shall be expected to comply with all Massachusetts statutes and regulations as well as the Board’s policies when investing plan assets.
The Manager selected will establish a real estate portfolio. The account shall meet the objectives of the Request for Proposal, and complying with applicable state and federal statutes.
The Manager selected shall be expected to achieve a competitive return through the active management of a real estate portfolio by consistently exceeding the return of peer strategies, net of management fees.
The Manager shall also be expected to report to the Board or to the Consultant as needed to review performance of the fund, economic expectations and changes in Manager strategies and to prepare written reports that may be requested by the Board or its designee. It is also expected that the Manager will make available to the Board’s appointed consultant any information necessary for the conduct of their responsibilities to the Board including final asset and transaction statements within ninety days of the quarter end.
6. General Information and Instructions (continued)
1. Proposals must be received at the Board prior to 4:00 PM Eastern Standard Time on Thursday, October 10,2013 at the Board’s offices:
Proposals or unsolicited amendments will not be accepted after
the closing date and time.
2. Bidders mailing materials should allow adequate time to assure timely arrival. Bidders may correct, modify, or withdraw their proposals prior to the deadline only. Correction or modification must be in writing and must be admitted and received in the same manner as the original proposal. Requests to withdraw proposals must be in writing.
3. Separate price and technical proposals must be submitted. Price proposals must be delivered in sealed envelopes marked “Proposal for Real Estate Manager Services: Price.” Technical proposals must be delivered in sealed envelopes marked “Proposal for Real Estate Manager Services: Technical.” Bidders must submit one copy of each proposal in the sealed envelopes. The envelopes will be opened by Edward Masterson on October 10,2013, in the offices of the Retirement Board.
4. Please forward one copy of your firm’s Technical and Price Proposal to:
Edward Masterson
Executive Director
Quincy Retirement System
1250 Hancock Street, Suite 506 S
Quincy, MA 02169
Proposals must be directed solely to the Administrator.
Proposals must not be submitted to any other Board Member or agent of the board.
5. Additionally, please send via e-mail an electronic copy (not to exceed 10 mb) of the completed RFP to Meketa Investment Group at with E-mail Subject: Code: NV1. Include both technical and price proposals.
E-mail:
E-mail Subject: Code: NV1
6. If deemed necessary by the Board, bidders may be selected for interview. Each bidder selected for an interview will be allotted sufficient time to orally present its proposal and to answer any questions that may be posed by the person(s) appointed by the Board to interview bidders. The bidders would be evaluated on the basis of the criteria set forth in this request for proposal.
7. The Board reserves the right to make an award without interviews of the bidders. Therefore, the proposals should be submitted initially on the most favorable terms of both price and technical approach that the bidder can propose to the Board. The Board also reserves the right to reject at its sole discretion any and all proposals received, whether prior to or after the bidders’ interviews. The Board shall have sole discretion in deciding which bidders, if any, will be considered and/or interviewed.
8. All bidders are hereby advised that any proposal selected shall be subject to (1)approval of the Board, (2) a written contract and (3) approval of the engagement by the Massachusetts Public Employee Retirement Administration Commission (PERAC). Failure to agree on mutually acceptable contract language will void the award of the proposed engagement to the selected bidder.
9. The Board shall have sole discretion in determining whether the parties are unable to reach agreement on the language of the written contract. Note that the Board may require that the contract contain mandatory contractual terms and language (see Appendix A).
10. The proposal shall be signed by an official with the power to bind the bidder, and it shall contain a statement to the effect that the proposal is firm through October 10, 2014.
11. The Board reserves the right to waive certain requirements or other protections in the event that the Board deems it to be in its best interest.
12. The proposal shall contain a certification that the proposal has been submitted in good faith and without collusion or fraud with any other person; additionally, it shall contain a statement disclosing any outside marketing or other relationships that the firm may have. Additionally, five PERAC documents are required, the Vendor Certification of Good Faith, Vendor Annual Disclosure of Compensation Received, Vendor Annual Disclosure of Compensation Paid, Vendor Disclosure of Conflict of Interest, and the Placement Agent Statement. These may be obtained from the PERAC website: http://www.mass.gov/perac/form2012.html. Bidders must submit three copies of the PERAC forms.
13. The Board reserves the right to waive any minor informalities.
14. With respect to the RFP, all answers should be in specific reference to the subject product.
15. All questions and all blank space must be completed in precise detail. Blank or incomplete responses to applicable questions may preclude the proposal from consideration.
16. Please answer as N/A, should any question not be applicable.