request for proposal (rfp) rfp #001326 …...2019/07/07 · 7-5-19 4 rfp #001326-jun2019 the csu...
TRANSCRIPT
7-5-19 1 RFP #001326-Jun2019
REQUEST FOR PROPOSAL (RFP) RFP #001326-Jun2019
Qualified Fixed Income Investment Managers for Core Fixed Income (Intermediate Duration) or Liquidity Portfolio
Revised July 5, 2019
Mary Carrillo
Contracts Manager
California State University Office of the Chancellor
Contract Services & Procurement, 5th Floor
401 Golden Shore
Long Beach, CA 90802-4210
T: 562-951-4639
F: 562-951-4969
Email: [email protected]
ONLINE BID SUBMITTAL ONLY THROUGH CalUSource
NOTE: Updates, changes or addendums to the RFP are posted at: https://smart.gep.com/publicRFx/ucal?oloc=215#/
7-5-19 2 RFP #001326-Jun2019
Table of Contents Section 1 Purpose, Overview, and Term
Section 2 Minimum Qualifications & Requirements
Section 3 Schedule of Events
Section 4 Scope of Work
Section 5 Solicitation Provisions and Proposer’s Certification
Section 6 Questionnaire
Section 7 Required Documents
Section 8 Evaluation and Selection Criteria
Section 9 Instructions, Content, and Format
Exhibits
Exhibit A California Government Code 16430 (“CA GC 16430”) Exhibit B CSU Master Investment Policy Exhibit C Liquidity Portfolio – Anticipated Cash Flows (as % of Liquidity Portfolio)
Appendices
Appendix A Sample Agreement, CSU General Provisions for Service Acquisitions, and IT Supplemental Provisions*
Appendix B Payee Data Record, STD 204 http://www.calstate.edu/csp/vendor/vendor-tax-info.shtml Appendix C Bidder Declaration Form* Appendix D CSU Policy and Procedures Governing Travel and Relocation Expenses
Reimbursement, ICSUAM 3601.01 http://www.calstate.edu/icsuam/documents/Travel_Procedures_G-001_Final.pdf Appendix E Target Area Contract Preference Act (TACPA) http://www.documents.dgs.ca.gov/dgs/fmc/pdf/std830.pdf Appendix F Sustainability Questionnaire*
* Attached
7-5-19 3 RFP #001326-Jun2019
SECTION 1 – PURPOSE, OVERVIEW, AND TERM 1.1 PURPOSE The California State University (CSU), with assets of approximately $4.5 billion, is requesting proposals from Investment Managers in accordance with the California Government Code 16430 (CA GC 16430) and the specifications as stated here within this Scope of Work from qualified firms having experience identified in the Request for Proposal (RFP). See Exhibit A for details on CA GC 16430. 1.2 BACKGROUND The California State University system was created in 1960 under the California Master Plan for Higher Education. The CSU is the largest system of higher education in the nation, with twenty-three (23) campuses statewide, plus the Office of the Chancellor in Long Beach. The Office of the Chancellor is the systemwide executive office for the CSU campuses. Effective July 1, 2006, the California State University Board of Trustees (BOT), per CA GC 16430, granted the CSU the authority to invest outside of the California State Treasurer’s Office (STO). The current CSU Master Investment Policy (see Exhibit B) was approved by the BOT on November 8, 2017. 1.3 PROJECT OVERVIEW The objective of this Request for Proposal (RFP) is for the CSU to select one or more Investment Managers to manage a portion of one of two distinct investment portfolios; the Liquidity Portfolio or the Intermediate Duration Portfolio (IDP). The purpose, investment objectives, and acceptable allocations for the Liquidity Portfolio and Intermediate Duration Portfolio are governed by the CSU Master Investment Policy. Additionally, the Liquidity Portfolio and Intermediate Duration Portfolio will each have their own distinct new investment policies and investment management guidelines (separate from the CSU Master Investment Policy). The Investment Managers who are selected and contracted with are expected to assist in the development of new investment policies and investment management guidelines in collaboration with CSU investment staff and the CSU’s investment advisor prior to implementing the investment portfolios. Given the investment constraints already present in CA GC 16430, it is anticipated that the investment policies and investment management guidelines for the Liquidity Portfolio and Intermediate Duration Portfolio will not place significant additional constraints on the investment managers, however there will be likely be provisions related to the following: average portfolio duration, average portfolio credit quality, tracking error, maximum sector allocations, maximum issuer allocation, etc. The Total Return Portfolio referenced in the CSU Master Investment Policy is not in the scope of this RFP. Investment Managers may submit proposal(s) to manage the Liquidity Portfolio and/or the Intermediate Duration Portfolio. However, an Investment Manager will not be selected to manage both portfolios. All portfolios managed for the Intermediate Duration Portfolio and Liquidity Portfolio will be managed in Separately Managed Accounts. Generally, the Investment Manager shall have full discretionary investment authority to manage, acquire or dispose of any or all securities and assets subject to the applicable investment policies, investment management guidelines, laws, rules, and regulations. Both the Liquidity Portfolio and Intermediate Duration Portfolio must comply with California Government Code 16430 (Exhibit A). Only permissiable securities qualifed under California Goverement Code 16430 may be purchased in the Liquidity Portfolio and the Intermediate Duration Portfolio, however Repurchase Agreements may be utilized as well as sweep Money Market Funds. (further parameters would be referenced in the investment policies and manager guidelines).
7-5-19 4 RFP #001326-Jun2019
The CSU reserves the right to determine the number of investment managers selected for each investment portfolio and the amount of assets under management for each investment manager. The Investment Manager shall provide periodic reports to the CSU Finance and Treasury Department in The Office of the Chancellor, and shall be available for meetings as requested by the BOT, the CSU Investment Advisory Committee or the CSU Investment Staff. It is expected that under normal market conditions, in person meetings would typically not exceed one annual review with the CSU Investment Advisory Committee or the BOT and one annual review with CSU Investment Staff. Firms shall comply with any Federal, State and Local requirements. The CSU will evaluate all proposals submitted. Finalists selected will make formal presentations of their proposals to the CSU. It is the intent of the CSU to execute an agreement with the most qualified firm(s) that present an economically viable proposal. The firm(s) will be selected according to Best Value as determined by a Selection Committee. Selection of the Investment Managers is subject to final approval by the CSU. Further details are provided under Section 2 (Minimum Qualifications) and Section 4 (Scope of Work). 1.4 AWARD OF CONTRACT The Office of the Chancellor reserves the right to reject any and all proposals. Please do not respond if you do not meet the minimum qualifications listed in Section 2. Award, if any, will be to the proposer(s) whose proposal best complies with all of the requirements of the RFP documents and any addenda. A "Notice of Intent to Award" will be publicly posted for five (5) consecutive working days prior to the award. Written notification will be made to unsuccessful proposers. Evaluation methodology and bases for award are described in Section 8 – Evaluation and Selection Criteria. 1.5 RFP RULES AND INSTRUCTIONS The rules governing this RFP are stated in Section 9 - (Instructions, Content, and Format). Proposers are advised to carefully read, understand, and comply with these requirements in preparing a response to this RFP. 1.6 TERM It is anticipated the term of this contract will be five (5) years with the CSU’s option to renew the agreement for three (3) additional one-year terms.
7-5-19 5 RFP #001326-Jun2019
SECTION 2 – MINIMUM QUALIFICATIONS & REQUIREMENTS Firms wishing to participate in the RFP process must demonstrate that they meet or exceed the following minimum qualifications. Please do not respond if you do not meet all of the minimum qualifications listed below as your response will be immediately eliminated from consideration.
1. The proposing firm must agree to act as a fiduciary to the CSU investment portfolios under their discretion if hired.
2. The proposing firm must have minimum assets under management of $10 billion across all investment strategies firm-wide.
3. The proposing firm must represent that it is duly registered with the United States Securities and Exchange Commission as an investment advisor under the Investment Advisers’ Act of 1940, and that it will take all steps necessary to maintain such registration in full force and effect. The proposing firm must also represent that it is in compliance with its state’s registration requirements.
4. All of the proposing firms personnel must have all the authorizations, permits, licenses and certifications required by federal, state and local law.
5. The proposing firm must have a minimum of $1.0 billion assets under management in the applicable flagship strategy that is most applicable to the CSU mandate under consideration. For the Liquidity Portfolio this would likely be the U.S. Short Duration Fixed Income or Enhanced Cash strategy. For the Intermediate Duration Portfolio this would be the U.S. Core Fixed Income strategy.
6. The lead portfolio manager on the applicable flagship strategy most applicable to the CSU mandate under consideration must have at least 10 years experience in managing fixed income investment portfolios in an investment advisory capacity for institutional clients.
7. The proposing firm must be prepared to commit to the term of the contract listed above in Section 1.6.
8. As of March 31, 2019 the proposing firm must have a minimum trackable three-year performance record on behalf of institutional investors in the applicable flagship strategy that is most applicable to the CSU mandate under consideration.
9. The proposing firm must commit a principal and/or portfolio manager to manage the applicable CSU investment portfolio.
10. The proposing firm must agree, if tentatively selected, to enter into good-faith fee negotiations. The fee structure provided in Section 8.3 must represent your proposed fee, not simply a reproduction of your standard fee schedule. Proposed fees should be stated using an asset-based formula with tiered pricing as described and requested in Section 8.3.
11. The proposing firm must agree and perform consistent with all provisions of Section 4 (Scope of Work) applicable to the investment portfolio the proposing firm is bidding on, either the Liquidity Portfolio or the Intermediate Duration Portfolio.
12. The proposing firm must be in compliance with the Performance Presentation Standards or Global Investment Performance Standards for the CFA Institute for all performance data that is submitted.
7-5-19 6 RFP #001326-Jun2019
13. The Investment Manager shall carry and maintain errors and omissions insurance or comparable instruments sufficient to cover negligent acts or omissions. The respondent does not have to attest below that the coverage is sufficient, but rather the CSU will evaluate the sufficiency of coverage as part of the RFP evaluation.
14. The Investment Manager must maintain sufficient procedures and capabilities to ensure the timely and accurate backup and full recovery for all computers and other data storage systems.
MINIMUM QUALIFICATIONS & REQUIREMENTS CERTIFICATION
___________________________________ Respondent’s Name
Respondent must certify that the firm satisfies all of the minimum qualifications and requirements stated in this Section 2 (above) of this RFP to be given further consideration. The statement must contain sufficient information as prescribed to assure the CSU of its accuracy. Failure to satisfy each of the minimum qualifications, based on the CSU’s sole judgment, will result in the immediate disqualification of the proposal. The signature of the authorized representative of the Respondent represents and warrants that the Respondent has met all of the minimum qualifications on or before ___________________, 2019. __________________________ __________________________ Authorized Signature Print Name ________________________ _____________________________ Title Date
7-5-19 7 RFP #001326-Jun2019
SECTION 3 – SCHEDULE OF EVENTS
Schedule of Events Date Time
Release of Request for Proposal June 21, 2019
Bidders Conference (Optional)* July 1, 2019 1PM PST
Last Day to Submit Questions for Clarification July 8, 2019 1PM PST
Deadline for Submission of Proposals July 23, 2019 1PM PST
On-Site Due Diligence Meetings at Finalist Manager Candidates Offices
Sept. 1 – Sept. 30, 2019
Finalist Interviews at CSU Chancellor’s Office TBD – Oct. 2019
Notice of Intent to Award TBD – Oct. 2019
Contract Award TBD – Oct.2019
Development of Investment Policies and Investment Management Guidelines
TBD – Nov. – Dec. 2019
Funding Dates*** Liquidity Portfolio Intermediate Duration Portfolio (see Section 5) Tranche 1 Tranche 2 Tranche 3
January 2020
January 2020 August 2020 January 2021
***CSU Chancellor’s Office Staff reserves the right to alter the Funding Dates listed above and to meet with certain responding investment management firms as needed to conduct additional due diligence. *Bidders Conference Call scheduled by Zoom meeting: Join from PC, Mac, Linux, iOS or Android: https://calstate.zoom.us/j/292695838 One tap mobile +16699006833,,292695838# US (San Jose) +16465588656,,292695838# US (New York) Dial by your location +1 669 900 6833 US (San Jose) +1 646 558 8656 US (New York) Meeting ID: 292 695 838
7-5-19 8 RFP #001326-Jun2019
Find your local number: https://zoom.us/u/agmDUgpg1
Questions asked during bidder’s conference, submitted via email, phone, or fax will not be made part of the RFP. The dates up to and including the “Deadline for Submission of Proposals” date may be adjusted upon advance written notice. Dates after the receipt of proposals may be adjusted without written notice. Additional RFP steps may be included at the discretion of the CSU. PROPOSALS NOT RECEIVED BY THE DATE AND TIME SPECIFIED WILL BE REJECTED.
7-5-19 9 RFP #001326-Jun2019
SECTION 4 - SCOPE OF WORK CSU Investments are overseen by the Finance and Treasury Department in The Office of the Chancellor, which provides services to the CSU that closely resemble those provided by a corporate treasury department, including the management of the CSU’s investment programs, which include assets of approximately $ 4.5 billion. The Liquidity Portfolio typically increases semi-annually by $1 billion due to fall and spring semester enrollment fees. There is a significant drawdown each month to fund regular liabilities until the next enrollment period. The source of funds includes net tuition fees and other fee revenue. The CSU Master Trustee, US Bank holds the CSU’s investment assets, and external investment managers currently manage all of the assets. The purpose of this Request for Proposal (RFP) is to solicit proposals from qualified fixed income investment firms, interested in providing investment services for the management of one of the CSU’s investment portfolios – the Liquidity Portfolio or the Intermediate Duration Portfolio. Investment Managers may submit proposal(s) to manage the Liquidity Portfolio and/or the Intermediate Duration Portfolio. However, an Investment Manager will not be selected to manage both portfolios. All portfolios managed for the Intermediate Duration Portfolio and Liquidity Portfolio will be managed in Separately Managed Accounts. Prior to implementing the portfolios, the Investment Managers who are selected and contracted with are expected to assist in the development of new investment policies and investment management guidelines for their respective portfolio (either the Liquidity Portfolio or the Intermediate Duration Portfolio) in collaboration with the CSU investment staff, the CSU’s investment advisor, and any other investment managers involved in managing a portion of the portfolio. Given the investment constraints already present in CA GC 16430, it is anticipated that the investment policies and investment management guidelines for the Liquidity Portfolio and Intermediate Duration Portfolio will not place significant additional constraints on the investment managers, however there will likely be provisions related to the following: average portfolio duration, average portfolio credit quality, tracking error, maximum sector allocations, maximum issuer allocation, etc. Generally, the Investment Manager shall have full discretionary investment authority to manage, acquire or dispose of any or all securities and assets subject to the applicable investment policies, investment management guidelines, laws, rules, and regulations. Firms shall comply with any Federal, State and Local requirements. Both the Liquidity Portfolio and Intermediate Duration Portfolio must comply with California Government Code 16430 (Exhibit A). Only permissiable securities qualifed under California Goverement Code 16430 may be purchased in the Liquidity Portfolio and the Intermediate Duration Portfolio, however Repurchase Agreements may be utilized as well as sweep Money Market Funds. (further parameters would be referenced in the investment policies and manager guidelines). The Investment Manager will adhere to the following principles:
1. Act as a fiduciary to the CSU investment portfolios under their discretion; 2. Exercise a high degree of professional care, skill, prudence and diligence in the
management of assets under their direction;
7-5-19 10 RFP #001326-Jun2019
3. Thorough professional analysis and judgment with respect to all investments held in their care;
4. Diversification of securities by issuer, sector, and asset type 5. Full compliance with all provisions of any and all relative governing bodies; and 6. Timely, accurate, transparent report of performance results in the prescribed format.
Investment Managers will be evaluated periodically to ensure the risk assumed is commensurate with the Investment Managers’ investment style, objectives and returns. Investment Managers are expected to adhere to the time-tested disciplines and investment management strategies for which they were retained and will be evaluated periodically for adherence to that investment discipline. It is anticipated that the selected investment manager(s) will have the latitude to shift weightings among the different allowed asset classes and security types to build a strategic portfolio - subject to any constraints that may be included in the Investment Policy and Investment Manager Guidelines. The Investment Manager will document all investment activity with the CSU’s master custodian, US Bank, in accordance with the usual and customary standards of practice and confirm all executed transactions from custodial account records. The Investment Manager shall provide periodic reports (at least quarterly) to the CSU Finance and Treasury Department in The Office of the Chancellor, and shall be available for meetings as requested by the BOT, the CSU Investment Advisory Committee or the CSU Investment Staff. It is expected that under normal market conditions, in person meetings would typically not exceed one annual review with the CSU Investment Advisory Committee or the BOT and one annual review with CSU Investment Staff. Quarterly reports should include at a minimum, the following: performance (including benchmark comparison), risk comparisons to benchmarks, portfolio attribution, portfolio composition and characteristics, the investment outlook, and holdings information. Should there be any changes to key investment personnel for the Investment Manager, either before or subsequent to contract award, the Investment Manager will promptly notify the CSU of any substitution, replacement, resignation, termination, or reassignment of key investment personnel. The CSU reserves the right to determine the number of investment managers selected for each investment portfolio and the amount of assets under management for each investment manager.
Investment Portfolios
Liquidity Portfolio The Liquidity Portfolio currently is managed to meet the systemwide short-term cash liquidity needs, which has been building over the years and has excess cash available for a longer duration of investments. As such, the Liquidity Portfolio will be reduced in size and a new Intermediate Duration Portfolio will be created.
7-5-19 11 RFP #001326-Jun2019
The Liquidity Portfolio will remain to meet the systemwide cash liquidity needs of the campuses. The Liquidity Portfolio will be reduced beginning in January of 2020 and ending in January of 2021. By January of 2021, the Liquidity Portfolio will range between $1.5 Billion and $700 million, however it is also expected to grow marginally each year thereafter. Per the CSU Master Investment Policy, the purpose of the Liquidity Portfolio is to provide sufficient and immediate liquidity to meet the operating needs of the CSU. The investment objectives shall be safety of principal and liquidity. The Liquidity Portfolio must hold assets that can provide access to cash on-demand (within 24 hours). Investment income from the Liquidity Portfolio is subordinate to preservation of principal – but still very important as it provides additional funds to the CSU campuses for operations. The major liabilities the Liquidity Portfolio must be able to satisfy with minimal to no risk to principal are the monthly payroll obligation and the semi-annual debt service obligations. Nominal daily cash requirements must also be met when needed. Liquidity Portfolio Investment Managers shall make reasonable efforts to generate income consistent with a short duration. Exact duration, credit quality, and benchmarking requirements will be addressed as part of the investment policy and investment manager guidelines which will be crafted subsequent to the award of a contract, but prior to portfolio implementation.
Cash Flows for the Liquidity Portfolio Detailed estimated monthly cash flow requirements will be provided to contracted managers on a regular basis. Please see Exhibit C for a broad summary of estimated cash flows for the Liquidity Portfolio. Intermediate Duration Portfolio (IDP) The Intermediate Duration Portfolio (IDP) will be a newly created portfolio, and will be approximately $2.1 Billion once it is fully funded. The Intermediate Duration Portfolio is also expected to grow marginally each year. The anticipated funding dates and amounts for the Intermediate Duration Portfolio are as follows:
Date IDP Funding Amount
January 2020 $750 million
August 2020 $750 million
January 2021 $600 million
The amounts listed in the table above are aggregate IDP funding amounts and the CSU reserves the right to determine the amounts allocated to each prospective Investment Manager and to alter the total amounts and time periods listed in the table per the CSU’s discretion. Per the CSU Master Investment Policy, the purpose of the IDP is to provide the opportunity for modest, additional risk adjusted returns on CSU funds not needed for immediate liquidity. The investment objectives shall be safety of principal, liquidity, and return.
7-5-19 12 RFP #001326-Jun2019
IDP Investment Managers shall make reasonable efforts to generate income and grow capital over an intermediate duration. Exact duration, credit quality, and benchmarking requirements will be addressed as part of the investment policy and investment manager guidelines which will be crafted subsequent to the award of a contract, but prior to portfolio implementation. Although, reasonable risk is necessary to produce intermediate duration investment results in order to meet the CSU’s objectives, Investment Managers are to make reasonable efforts to control risk within a well-diversified portfolio. The IDP will accept higher principal volatility than the Liquidity Portfolio, but will not accept permanent principal impairment. All income and realized gains will be allocated to the campuses annually for operations. While the CSU does not anticipate regular outflows from the IDP, the CSU may reduce the IDP in size if additional liquidity is required in the Liquidity Portfolio.
7-5-19 13 RFP #001326-Jun2019
SECTION 5 – SOLICITATION PROVISIONS AND PROPOSER’S CERTIFICATION
5.1 SOLICITATION PROVISIONS
5.1.1 DEFINITIONS a. The Trustees of the California State University are referred to as “CSU,” “University”
or “Trustees.” b. The terms “bid” and “proposal” are synonymous and means an offer made in response
to a solicitation to perform a contact for work and labor or to supply goods at a specified price, whether or not it is considered a “seal bid” or results in award of a contract to a single or sole source.
c. “Bidder”, “Vendor”, “Contractor” or “Proposer” is used to interchangeably and each shall apply to the business entity which submits a bid/proposal or is awarded a contract.
d. “Contract” and “Agreement” are synonymous and is defined as a legally enforceable agreement that meets certain specified legal requirements between two or more parties in which each party agrees to give and receive something of legal value.
e. “Bidder’s Conference” is an in person or telephone meeting held for all prospective bidders, whether discretionary or mandatory. Conferences provide opportunity for bidders to meet CSU personnel, receive detailed instructions and ask proposal related questions.
5.1.2 RESERVATION OF RIGHTS The CSU may reject any or all proposals and may waive any immaterial deviation in a Proposal. The CSU's waiver of an immaterial defect shall in no way modify the RFP documents or excuse the Bidder from full compliance with the specifications if the Bidder is awarded the contract. Proposals that include terms and conditions that conflict with or take unacceptable exception to CSU’s terms and conditions shall be rejected as being non-responsive. In the event all proposals are rejected or the CSU determines alternative solutions are in its best interest, the CSU may cancel this solicitation and pursue alternative sourcing options. The CSU may make such investigations as deemed necessary to determine the ability of the Bidder to perform the work, and the Bidder shall furnish all such information and data for this purpose. The CSU reserves the right to reject any submittal made pursuant to this RFP or any subsequent Proposal or bid if the evidence submitted by, or investigation of, such Bidder fails to satisfy the CSU that such Bidder is properly qualified to carry out the obligations of the contract and to complete the work specified. Additionally, the CSU reserves the right to request additional performance guarantees if, in the sole opinion of the CSU, financial stability or capability cannot be established. 5.1.3 NON-ENDORSEMENT If selected as a qualified Bidder, the Bidder shall not issue any news releases or other statements pertaining to selection, which state or imply CSU endorsement of Bidder's services. 5.1.4 DISPUTES/PROTESTS CSU encourages potential Bidders to resolve issues regarding the requirements or the procurement process through written correspondence and discussions. The CSU wishes to foster cooperative relationships and to reach a fair agreement in a timely manner. Bidder’s filing a notification to protest must do so within five (5) business days after a Notice of Intent to Award has been publicly posted. The protesting Bidder shall submit a full and complete
7-5-19 14 RFP #001326-Jun2019
written statement detailing the facts in support of the protest within 10 calendar days after expressing notification to protest. Protest must be sent by certified or registered mail or delivered in person to the Executive Vice Chancellor, Administration and Finance, or designee, Office of the Chancellor. Within a reasonable time after receipt of the written statement of protest, the CSU will provide a decision on the matter. The decision will be in writing and sent by certified or registered mail or delivered in person to the protesting Bidder. The decision of CSU is final. 5.1.5 AWARD OF CONTRACT The CSU reserves the right to reject any and all proposals and to award one or more contracts. Award, if any, will be to the Bidder, whose proposal best complies with all of the requirements of the RFP documents and any addenda. A “Notice of Intent to Award” will be posted publicly for five (5) consecutive business days prior to the award. Written notification will be made to unsuccessful vendors. The selected Bidder and the CSU shall commit to negotiation for the final scope of services to be accepted and execution of an agreement, in accordance with the terms and conditions herein, within 30 days of the Notice of Intent to Award. If the parties are unable to reach final agreement within this time frame, the parties may mutually agree upon a time extension to complete contract negotiations and execute a contract. If the parties are unable to agree upon a time extension, or if the CSU determines that a time extension would not be beneficial to the project, the CSU reserves the right to terminate negotiations and proceed with the next qualified bidder. 5.1.6 EXECUTION OF THE AGREEMENT The Agreement shall be signed by the Contractor and returned, along with the required attachments to CSU within fourteen (14) calendar days from receipt of contract. The period for execution may be changed by mutual agreement of the parties. Contracts are not effective until signed by the authorized CSU officials. Any work performed prior to receipt of a fully executed contract shall be at Contractor’s own risk. 5.1.7 FAILURE TO EXECUTE THE AGREEMENT Failure to execute the Agreement within the time frame identified above shall be sufficient cause for voiding the award. Failure to comply with other requirements within the set time shall constitute failure to execute the Agreement. If the successful Bidder refuses or fails to execute the Agreement, the CSU may award the Agreement to the next qualified Bidder. 5.1.8 CONFLICT OF INTEREST Potential Contractors are advised that Contractor's officers and employees shall comply with the disclosure, disqualification, and other provisions of California's Political Reform Act of 1974 (Government Code Section 81000 et seq.) if their responsibilities include the making or participation in the making of a CSU decision. 5.1.9 DISABLED VETERAN BUSINESS ENTERPRISE (DVBE) INCENTIVE In accordance with Government Code section 14838(f), and Military and Veterans Code sections 999.5(a) and 999.5(d), the Trustees shall grant a bid incentive for bid evaluation purposes only. The level of DVBE incentive will correlate to the level of participation; that is, the more DVBE participation proposed, the higher the incentive. A non-small business cannot displace a California certified small business from the top ranked position due to application of preferences or incentive.
The bid incentives levels are as follows:
7-5-19 15 RFP #001326-Jun2019
DVBE Participation on this contract Incentive
1% 1%
2% 2%
3% 3%
4% 4%
5% and above 5%
In solicitations where an award is to be made to the highest scored bidder based on evaluation factors in addition to price, the DVBE Incentive shall be a percentage of the highest responsible bidder’s total score. In solicitations where an award is to be made to the low bid, the incentive is a percentage of the low bid total. If requesting the DVBE Incentive, then complete the Bidder Declaration Form and indicate the total DVBE participation. For further information on DVBE participation requirements or incentive for this project, contact Tom Johnson, CSU Small Business & DVBE Advocate at (323) 343-3488 or via email at [email protected]. 5.1.10 SMALL BUSINESS PREFERENCE The State of California requires agencies to provide a five percent (5%) preference to Proposers or Bidders who qualify as either California certified small businesses or non-small businesses that commit 25% of the contract value to California certified small businesses. To be eligible, the small businesses must be certified by The Office of Small Business and DVBE Services. The rules and regulations of this law, including the definition of a small business for the delivery of services, are contained in Title 2, California Government Code, Section 14838, et seq. and Title 2, California Administrative Code, Section 1896, et seq. Copies of the codes and regulations are available online or upon request. If requesting the Small Business Preference, then complete the Bidder’s Declaration Form and indicate the total Small Business participation.
The use of the Small Business Preference shall be in compliance with the law and specifically Government Code Section 14838.B.2. In solicitations where an award is to be made to the highest scored bidder based on evaluation factors in addition to price, the preference to small businesses or microbusiness shall be 5 percent of the highest responsible bidder’s total score. The preference to non-small business bidders that provide for small business or microbusiness subcontractor participation shall be up to a maximum 5 percent of the highest responsible bidder’s total score, determined according to rules and regulations established by the Department of General Services. In solicitations where an award is to be made to the low bid, the preference is applied by factoring 5 percent of a non-small business low bid total and subtracting this amount from the small business bid total. 5.1.11 ACCESSIBILITY TECHNOLOGY INITIATIVE – SECTION 508 California Government Code 11135 requires that the CSU comply with Section 508 of the Rehabilitation Act of 1973, as amended, and to apply the accessibility standards published by the
7-5-19 16 RFP #001326-Jun2019
U.S. Access Board for electronic and information technology (EIT) products and services that it buys, creates, uses, and maintains. EIT is any equipment, interconnected system, or subsystem of equipment used in the creation, conversion, or duplication of data or information. EIT is defined by the Access Board at 36 CFR 1194.4 and in the FAR at 2.101. EIT includes:
a. Telecommunication products, such as telephones; b. Information kiosks; c. Transaction machines; d. World Wide Web sites; e. Software and Operating Systems; f. Computers; g. Multimedia (including videotapes), and; h. Office equipment, such as copiers and fax machines.
5.1.12 PATENT, COPYRIGHT, AND TRADE SECRET INDEMNITY A contractor may be required to furnish a bond to the CSU against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and trade secret infringement. 5.1.13 ACCOMMODATIONS FOR THE DISABLED It is the policy of the CSU to make every effort to ensure that its programs, activities and services are available to all persons, including persons with disabilities. Persons with a disability needing a reasonable modification to participate in the procurement process, or persons having questions regarding reasonable modifications for the procurement process may contact the buyer listed elsewhere in this solicitation. 5.1.14 PUBLIC CONTRACTS CODE RESTRICTIONS FOR CSU EMPLOYEES CSU employees and immediate past employees must comply with restrictions regarding contracting with the CSU. Bidder needs to be aware of the following provisions regarding current or former CSU employees. In submitting a bid, Bidder certifies that the Bidder is eligible to contract with the CSU pursuant to the Public Contracts Code (PCC) sections list below:
a. Current CSU Employees (PCC Section 10831): i. No officer or employee shall engage in any employment, activity or enterprise from
which the officer or employee receives compensation or has a financial interest and which is sponsored or funded by any CSU department through or by a CSU contract unless the employment, activity or enterprise is within the course and scope of the officer’s or employee’s regular CSU employment.
ii. No officer or employee shall contract on his or her own behalf as an independent Bidder with any CSU department to provide goods or services.
iii. This prohibition does not apply to officers or employees of the CSU with teaching or research responsibilities.
b. Former CSU Employees (PCC Section 10832): i. For the two-year period from the date he or she left CSU employment, no former
CSU officer or employee may enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements or any part of the decision-making process relevant to the contract while employed in any capacity by any CSU department.
ii. For the twelve-month period from the date he or she left state employment, no former CSU officer or employee may enter into a contract with any CSU department if he or she was employed by that CSU department in a policy-
7-5-19 17 RFP #001326-Jun2019
making position in the same general subject area as the proposed contract within the 12-month period prior to his or her leaving CSU service.
5.1.15 LOSS LEADER It is unlawful for any person engaged in business within this state to sell or use any article or product as a “loss leader” as defined in Section 10730 of the Business and Professions Code. “Loss leader” means any article or product sold at less than cost:
a. Where the purpose is to induce, promote, or encourage the purchase of other merchandise; or
b. Where the effect is a tendency or capacity to mislead or deceive purchasers to prospective purchases; or
c. Where the effect is to divert trade from or otherwise injure competitors. 5.1.16 BRAND NAMES Any reference to brand names is intended to be descriptive, but not restrictive, unless otherwise specified. Proposals meeting the indicated standards of quality will be considered, unless otherwise specified, providing the proposal clearly describes the article offered and how it differs from the referenced brands. Unless the contractor specifies otherwise in the proposal, it is understood the Contractor is offering referenced brands as specified. The CSU reserves the right to determine whether a substitute offer is equivalent to and meets the standards of quality indicated by the brand name references. The CSU may require a contractor offering a substitute to supply additional descriptive material and sample. 5.1.17 SUSTAINABILITY Bidders must present information describing their current sustainable practices, to include, as applicable, the areas of natural resources, company operation and positive social/community impact, written policy statement, sustainable business practices and environmentally preferable purchasing practices or updates to Vendor’s sustainable practices, as applicable as requested in Appendix F. 5.2 BIDDER’S CERTIFICATION By submitting a proposal, the Bidder certifies to comply with the following: 5.2.1 AMERICANS WITH DISABILITIES ACT (ADA) Bidder assures the CSU that it complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42 U.S.C. 12101 et seq.). 5.2.2 UNFAIR PRACTICES ACT Bidder warrants that its bid complies with the Unfair Practices Act (Business and Professions Code Section 17000 et seq.). 5.2.3 VIOLATION OF AIR OR WATER POLLUTION LAWS Unless the contract is less than $25,000.00 or with a sole-source provider, Government Code Section 4477 prohibits the State from contracting with a person, including a corporation or other business association, who has been determined to be in violation of any State or federal air or water pollution control law. By a proposal the Bidder warrants that the Bidder has not been found to be in violation of any order or resolution not subject to review promulgated by the State Air Resources Board or an air pollution district, or is subject to a cease and desist order not subject to review issued pursuant to Section 13310 of the Water Code for violation of waste discharge
7-5-19 18 RFP #001326-Jun2019
requirements or discharge prohibitions, or is finally determined to be in violation of provisions of federal laws relating to air or water pollution. By submitting a bid, the Bidder certifies that it has not been identified either by published notices or by Board notification as a person in violation of State or federal air or water pollution control laws. 5.2.4 COMPLIANCE WITH NLRB ORDERS In submitting a bid or signing a contract the Bidder swears under penalty of perjury that no more than one final, unappealable finding of contempt of court by a federal court has been issued against the Bidder within the immediately preceding two-year period because of the Bidder's failure to comply with an order of a federal court which orders the Bidder to comply with an order of the National Labor Relations Board. This provision is required by, and shall be construed in accordance with, Public Contract Code Section 10296.29. 5.2.5 ASSIGNMENT OF ANTITRUST ACTIONS The Bidder's attention is directed to the following provisions of Government Code Sections 4552, 4553, and 4554, which shall be applicable to the Bidder: In submitting a bid to a public purchasing body, the Bidder offers and agrees that if the bid is accepted, it will assign to the procurement body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2, [commencing with Section 16700] of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the Bidder for sale to the procurement body pursuant to the bid. Such assignment shall be made and become effective at the time the procurement body tenders final payment to the Bidder (Government Code Section 4552). If an awarding body or public procurement body receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the public body any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the public body as part of the bid price, less the expenses incurred in obtaining that portion of the recovery (Government Code Section 4553). Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and (a) the assignee has not been injured thereby, or (b) the assignee declines to file a court action for the cause of action (Government Code Section 4554). 5.2.6 NONCOLLUSION AFFIDAVIT By submitting a bid, Bidder hereby certifies that the bid is not made in the interest of, or on behalf of, any undisclosed party; that the bid is genuine and not collusive, false, or sham; that the Bidder has not directly or indirectly induced or solicited any other Bidder to put in a false or sham bid, and has not directly or indirectly agreed with any Bidder or anyone else to put in a false or sham bid, or to refrain from bidding; that the Bidder has not in any manner, directly or indirectly, sought to fix any overhead, profit or cost element of the bid, of that of any other Bidder, or to secure any advantage against the public body awarding the contract or anyone interested in the proposed contract.
7-5-19 19 RFP #001326-Jun2019
5.2.7 SAFEGUARDS FOR PROTECTING CSU INFORMATION ASSETS By submitting a bid, Bidder acknowledges Federal privacy laws such as Gramm-Leach-Bliley Act (Title 15, United States Code, Sections 6801(b) and 6805(b) (2)) applicable to financial transactions and Family Educational Rights and Privacy Act (Title 20, United States Code, Section 1232g) applicable to student records and information from student records. In the event that such information is required for the performance of the work specified, the Bidder hereby certifies that it has the appropriate safeguards in place as required by Title 16 Code of Federal Regulation Chapter 1 Section 314. 5.2.8 COVENANT AGAINST GRATUITIES The Bidder shall warrant that no gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by the Bidder, or any agent or representative of the Bidder, to any officer or employee of the CSU with a view toward securing the Contract or securing favorable treatment with respect to any determinations concerning the performance of the Contract. For breach or violation of this warranty, the CSU shall have the right to terminate the Contract, either in whole or in part, and any loss or damage sustained by the CSU in procuring on the open market any items, which the Bidder agreed to supply, shall be borne and paid for by the Bidder. The rights and remedies of the CSU provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Contract. 5.2.9 DRUG-FREE WORKPLACE CERTIFICATION The Bidder certifies under penalty perjury under the laws of the State of California that the Bidder will comply with the requirements of the Drug-Free Workplace Act of 1990 (Government Code, Section 8355 et. seq.) and will provide a drug-free workplace by doing all of that which Section 8355 et seq. requires. 5.2.10 ELECTRONIC WASTE RECYCLING ACT In submitting a bid for electronic devices, as defined by the Electronic Waste Recycling Act of 2003, Part 3 Division 30 Changer 8.5 of the Public Resource Code, the Bidder certifies that it, and its agents, subsidiaries, partners, joint ventures, and subcontractors for the procurement, have complied with the Electronic Waste Recycling Act of 2003 and any regulations adopted pursuant to the Act, or have demonstrated to the CSU that the Electronic Waste Recycling Act of 2003 is inapplicable to all lines of business engaged in by the bidder, its agents, subsidiaries, partners, joint venturers, or subcontractors. In addition the Bidder agrees to cooperate fully in providing reasonable access to its records and documents that evidence compliance with the Electronic Waste Recycling Act of 2003. 5.2.11 DARFUR CONTRACTING ACT PCC sections 10475 et seq., the Darfur Contracting Act of 2008, establish restrictions against contracting with vendors conducting certain types of business in Sudan. The Act sets forth criteria to determine if a vendor is a “scrutinized company” and therefore ineligible to bid on or submit a proposal for State contracts. Upon submitting a bid, bidders that have had business activities outside of the United States within the previous three years certify that they are not a scrutinized company as defined, or demonstrate they obtained permission under the statute. (PCC §§ 10478, 10477(b).) False certifications shall cause the bid to be invalidated. (PCC § 10479.)
7-5-19 20 RFP #001326-Jun2019
5.2.12 IRAN CONTRACTING ACT PCC sections 2202 et seq., the Iran Contracting Act of 2010, establish restrictions against contracting with vendors that provide specified levels of goods or services or other investment activities, as defined, in the energy sector of Iran. By submitting a bid in excess of $1 million, bidder certifies that bidder is not a financial institution extending credit to an ineligible vendor on the list published by the California Department of General Services on the web site: http://www.documents.dgs.ca.gov/pd/poliproc/Iran%20Contracting%20Act%20List.pdf (PCC § 2204.) The Act includes certain exceptions. (PCC § 2203(c).) 5.2.13 THE CONGO – SECURITIES EXCHANGE ACT PCC § 10490 establishes restrictions on contracting for certain goods and services relating to compliance with the Securities Exchange Act of 1934. The CSU will not accept bids or proposals or contract for goods or services related to products or services from companies designated as a “scrutinized company” by the Federal Government.
By submitting a bid, bidder certifies that they are not a scrutinized company as defined. False certifications shall cause the bid to be invalidated.
For purposes of this section, a “scrutinized company” is a person that has been found to be in violation of Section 13(p) of the Securities Exchange Act of 1934 by final judgment or settlement entered in a civil or administrative action brought by the Securities and Exchange Commission and the person has not remedied or cured the violation in a manner accepted by the commission on or before final judgment or settlement.
7-5-19 21 RFP #001326-Jun2019
SECTION 6 – QUESTIONNAIRE
6.1 Introduction 1. In no more than one page, provide an Executive Summary identifying and substantiating the
basis of the proposer’s contention that it is best qualified to provide the requested services. Please address what your firm’s competitive advantage is and why your firm should be hired for this mandate(s).
6.2 Questions related to Minimum Qualifications and Requirements
1. Please indicate below which CSU investment portfolio you are bidding on? Liquidity Portfolio _____ Intermediate Duration Portfolio _____ Both _____
2. Provide the name of the firm as registered with the SEC and the SEC File Number. 3. What are the total firm-wide assets under management across all investment strategies? 4. Please indicate the flagship strategy at your firm that is most applicable to the CSU mandate
you are submitting this proposal for and also indicate the assets under management in this strategy. Is the strategy in compliance with the Performance Presentation Standards or Global Investment Performance Standards for the CFA Institute as it relates to the performance track record submitted with this proposal?
5. For the lead portfolio manager of the investment strategy listed above in question 3, please indicate the number of years experience managing fixed income portfolios in an advisory capacity for institutional clients.
6. Please indicate who would be the senior portfolio manager responsible and accountable for the CSU account and who would be the back-up portfolio manager?
6.3 Firm Information
1. When was the firm founded and where is the firm located (include headquarters and satellite offices)?
2. What is the current firm’s ownership structure? With what organizations is the firm affiliated? Note any recent (within the last five years) or pending changes in ownership structure.
3. Please indicate the number of years your organization has been performing investment services similar to those that you seek to provide to the CSU.
4. List any Securities and Exchanges Commission censure or litigation involving the firm or any professionals at the firm. Both in the past and/or in progress.
5. Is the firm a signatory to the United Nations Principles for Responsible Investment? 6. What is the firm’s minority ownership status, if any? 7. How does the firm ensure compliance with its client’s investment policy? 8. List all investment strategies offered by the firm and include the total amount of assets
managed under each strategy and whether the strategy is open or closed. 9. Please list any products that the firm has completely liquidated or merged with an existing
product. Include the reason(s) why the product was liquidated/merged. 10. Does the firm provide any other product or services other than investment management? If
so, please describe the nature and extent of these other services? 11. Describe the firm’s basic investment philosophy and style.
7-5-19 22 RFP #001326-Jun2019
12. How does the firm make investment decisions and measure the associated risks? Describe the checks, balances, and monitoring of investment transactions. Include chart of responsibilities of key personnel involved in this process.
13. What percentage of the firm’s assets under management are institutional (separate) accounts? Commingled funds? Mutual funds?
14. If selected as a finalist candidate, will you provide a complete copy of your form ADV, and a statement of your firm’s last annual financial report or a statement of financial condition?
15. What is your firm’s plan regarding the backup of computer files and systems? In the event of a disaster, how long would it take to become fully functional?
16. Please complete the following table:
As of: 12/31/18
As of: 12/31/17
As of: 12/31/2016
As of: 12/31/2015
As of: 12/31/2014
As of: 12/31/2013
TOTAL FIRM ASSETS
Total No. of Clients
6.4 Investment Resources
1. Please list the individuals involved in portfolio management and research for this strategy. For each individual, please provide the following information:
a. Tenure at company b. Tenure with this strategy c. Industry experience d. Education & credentials e. Area(s) of specialization f. Other Products supported
2. In addition to the proposed strategy, what other portfolio management responsibilities do the
portfolio managers/research analysts have? What other products have they managed in the past? Please state product names and assets under management. Please provide performance for the products and their benchmarks for the period for which they had portfolio management responsibilities.
3. Please list additions and departures to the management and research team(s) responsible for the fixed income strategy in the last five years, including their responsibilities. Provide a brief explanation for each departure, and list any replacement for these vacancies.
4. Describe the compensation structure for portfolio managers and research analysts. 5. Please list the portfolio managers and analysts responsible for this product who invest their
own assets in this product. What percentage of their assets does each invest in this product? What percentage does each invest in the firm’s other products?
6. How does the firm attract and retain investment talent? 7. How does the firm foster the professional growth of investment talent? 8. How does the firm address staff turnover, especially in the research area? 9. What is the five and ten year plan for the senior portfolio managers on the investment
strategy? Please describe any leadership transition plans for the senior portfolio managers on the investment strategy.
10. Are any investment professionals under employment contracts? Is so, please discuss the nature of the contracts.
11. What external research sources do you use in the fixed income process? Please approximate annual expenditures for third-party research (and associated technology) in each of the past three years.
7-5-19 23 RFP #001326-Jun2019
6.5 Investment Strategy 1. List how many clients and assets under management you advise on that are restricted per
the California Government Code (does not have to be exactly CA GC 16430 but rather something similar). Please indicate which strategies the accounts apply to.
2. Do you believe the mandate you are bidding on, given the constraints of CA GC 16430 should be managed actively or passively? Please explain why. If you are advocating for active management what are the key levers of alpha that you would seek to exploit to generate excess return given the constraints of CA GC 16430? What unique resources do you have to achieve this objective?
3. Please describe the key elements of the overriding investment philosophy for the Fixed Income portfolio.
4. Please describe the process, people, and systems (including technology) involved in mapping a model portfolio to a customized separately managed account with restrictions and guidelines. Please also discuss continuing monitoring and compliance.
5. What is the benchmark for the Fixed Income portfolio? Does this benchmark include all of the securities you would consider investing in?
6. Are macroeconomic assumptions incorporated into the investment process? If so, how? 7. Are portfolios managed around a duration target? If so, what has the range been over the
past five years? Does this target vary depending on forecasts? How far from the target can portfolios move? Describe this process.
8. What role do yield curve strategies play in your fixed income management process? Please describe these strategies.
9. Are sector, industry, and geographic weightings explicitly targeted, or are they the result of other strategy decisions?
10. What is the typical portfolio strategy regarding bonds that are downgraded below investment-grade status?
11. Discuss the firm’s investment strategy with respect to mortgage-backed securities and CMOs.
12. How often are the duration calculations of mortgage-backed securities updated? How are prepayment assumptions evaluated?
13. Discuss the investment strategy with respect to asset-backed securities. 14. Would you need to use derivatives and/or leverage to manage either of the CSU investment
portfolios referenced in this RFP? Describe the use of futures or other derivative strategies to manage duration or to achieve other portfolio objectives. Discuss how this might differ if these tools were not allowed.
15. Is leverage incorporated into your strategy? If so, explain. 16. How is cash utilized in your strategy? What is the maximum amount of cash a portfolio
manager may raise in a portfolio? What is the typical range of cash allocation? How long may a portion of the portfolio remain un-invested?
17. Describe in detail any changes or refinements made to the firm’s security selection process over the past five years.
18. What is the firm’s policy toward split ratings? Discuss the use of internal ratings, if any. 19. Do you typically incorporate non-dollar and other non-U.S. bonds (including emerging
market debt) in your strategy? If so, what is your policy on hedging currency exposure? Please detail currency hedging activity, including extent and frequency, over the past five years.
20. What pricing services do you use? Are any securities in the portfolio “hand-priced,” meaning that a price other than one provided by the pricing service is used? Please discuss procedures for and frequency of hand-pricing.
7-5-19 24 RFP #001326-Jun2019
21. How many bonds are held in a typical portfolio? How many issuers? What is the maximum holding (at market value) in any one (non-U.S. government) issuer?
22. If a holding exceeds the firm’s stated limit, what is the process for paring this holding? 23. Detail how portfolio risks are identified, monitored, and controlled. How are event and default
risks controlled? 24. What has been the portfolio’s annual turnover rate (by issuer and individual security) in each
of the past five years? 25. What elements of your strategy have had the greatest influence on returns relative to the
benchmark? 26. What areas of the fixed income market do you find attractive currently? How have you
modified portfolios to reflect this view? Please explain the rationale. 27. Please complete the following information regarding new, departed, and net new or
(departed) clients for each of the periods indicated for all Core Fixed Income and/or Short Duration Fixed Income portfolios (depending on which CSU portfolio you are bidding on). Year Ending $ AUM # Accounts
New Clients
12/31/2018
12/31/2017
12/31/2016
12/31/2015
12/31/2014
12/31/2013
Departed Clients $ AUM # Accounts
12/31/2018
12/31/2017
12/31/2016
12/31/2015
12/31/2014
12/31/2013
6.6 Investment Process
1. Please describe the investment process for the Fixed Income Strategy. 2. What do you believe sets your organization’s services apart from the competition, and allows
your organization to generate superior performance and service levels? 3. Please describe your process for analyzing a client’s portfolio structure and for
recommending modification. How do you define and measure success? 4. Who is the decision-making body that has final authority for the investment strategy? Does
it take the form of an investment policy committee, a team of portfolio managers and/or research analysts, or some other form? Who comprises this group?
5. What are the responsibilities of the decision-making body and of individual portfolio managers? What latitude do portfolio managers have to override investment committee and/or research recommendations?
6. Describe your research process, including the security universe covered by your research. What is distinctive about your research process relative to other investment managers?
7. Discuss the methodology of your asset allocation modeling process and how capital market projections are developed. How is that information used to develop investment strategy for clients?
8. How are research ideas communicated to portfolio managers?
7-5-19 25 RFP #001326-Jun2019
9. Discuss how you integrate ESG factors into the investment decision making process. Please be as detailed and comprehensive as possible in explaining the application of ESG to the investment process.
10. Are portfolio managers/analysts industry specialists or are they generalists? 11. Describe how you divide the coverage universe of investment opportunities amongst the
team members and analysts. 12. What factors trigger a sell recommendation? 13. Describe you process for determining relative value, both across and within sectors.
6.7 Risk Management & Compliance
1. Describe the Risk Management Process for the Fixed Income Portfolio. Please include a discussion of the technology and investment systems utilized.
2. How do you view and monitor tracking error for the fixed income strategy? How do you view duration, sector, and security allocations versus a stated benchmark?
3. What is the excess return goal and risk budget for the fixed income strategy most applicable to the CSU portfolio(s) you are bidding on?
4. What is the process of allocating the risk budget? 5. Who is responsible for Risk Management for the fixed income portfolios and describe the
work they do and how it is integrated with the portfolio management team? 6. How are disputes resolved between risk management and portfolio management? 7. What is the philosophy regarding diversification and concentration? 8. What is the process for evaluating underperforming positions? Please also discuss how
rating downgrades and deteriorating credits are evaluated. 9. Who is the Chief Compliance Officer? Please attach his/her biography. 10. What are the Chief Compliance Officer’s responsibilities? Is compliance their sole function
or do they have other responsibilities? Approximately what portion of their time is spent on compliance issues?
11. What compliance system does your firm use? Do you use any outside firms to help with compliance issues? What is the name of the firm and what functions do they perform?
12. What systems are in place for ensuring that portfolios are in compliance with client guidelines?
13. How does the firm monitor client account compliance? 14. Has your firm ever experienced a significant violation of your compliance policy? If this has
occurred, explain what happened. 15. How often are employees trained in compliance policies? 16. Please discuss the firm’s process in hiring and ongoing evaluation of service providers.
Please list the names of the following vendors and include a detailed description of the services they provide to your firm, including how long they have been providing the service:
a. Auditor b. Legal Counsel (please designate in house or outsourced) c. Insurance Providers d. Outsourced research solutions (3rd party research)
17. Has the firm changed auditors in the past five years? If so explain. 18. Please provide a brief description of any past or pending regulatory action, litigation, or other
legal proceedings involving the firm or any registered employees and/or principals. 19. What types of liability insurance (e.g. Errors and Omissions) and other forms of coverage
does your firm carry to protect your clients? Please provide dollar amounts and proof of coverage. (See Section 7 – Required Documents)
7-5-19 26 RFP #001326-Jun2019
20. Are persons who handle assets bonded against losses to firm and/or investment strategy from acts of fraud or dishonesty? If so, please provide bond dollar amounts and proof of bonding.
21. Is the firm a Qualified Professional Asset Manager (QPAM)? 22. What is the firm’s policy regarding the use of soft dollars? 23. How does the firm ensure that employees follow the ethics policy? Have breaches of this
policy occurred? How are violations of the firm’s ethics policies handled? 24. Explain how the firm monitors employee investment and trading outside of the firm’s
activities to avoid compliance violations. 25. Explain any processes, policies or procedures you have in place to avoid the risk of conflicts
and lack of objectivity. 26. Explain any potential conflict your firm may be aware of in servicing the CSU account.
(“Conflict” may include brokerage relationships, money management activities, fee relationships with investment managers, soft dollars, etc.)
27. Has your firm adopted the Code of Ethics and the Standards of Professional Conduct of the Chartered Financial Analyst Institute? If so, how is employee compliance monitored?
6.8 Trading and Operations 1. What systems does your firm use for trading, portfolio accounting, and client reporting? 2. Please describe how trade orders are created, submitted, tracked, and reconciled. How are
trades allocated between accounts? How do traders send orders to brokerage firms? 3. Does the firm have any broker/dealer relationships? If Yes, please describe the relationship
between the firm and its broker/dealer and whether the firm would utilize its services for this mandate.
4. In what manner are client investment restrictions incorporated into the trading process? 5. List the top five brokerage firms by volume with whom you have conducted trades in the last
year. Provide the percentage of your total trading volume that each firm accounted for, along with the average commission for each.
6. Please explain the firm’s broker approval process. Does the firm have an approved broker list?
7. Does the firm track broker best execution? If so, how is this tracking performed? Can you provide a recent Trading Cost Analysis (TCA) report for the portfolio?
8. How are trading errors handled? Does the firm have a policy for correcting these errors? 9. Has the firm recently ended any brokerage relationships? If so, why? 10. What portfolio tracking system is used by the firm, and how is the data stored? 11. Describe the strategy’s valuation process and procedures. Does the firm have an
independent pricing service for securities? Name of service? Please include time frame (2 days, 5 days, 20 days) from month end when investors receive estimate, final, and administrator values in accounts.
12. How are bonds, cash, dividend receivables, and transactions reconciled? Describe this process.
13. Describe how the firm receives corporate action information. How do corporate action elections take place?
14. Which individuals at the firm are authorized to issue trade settlement, corporate action, and proxy statement instructions to custodian banks and to perform portfolio accounting functions?
15. Which individuals at the firm are authorized to place trades with broker-dealers? 16. How do you ensure that your clients adhere to policies set forth for the protection of the firm’s
other clients (e.g., prevention of market timing)? 17. What tools or software do you use for portfolio analysis?
7-5-19 27 RFP #001326-Jun2019
18. What is the firm’s disaster recovery plan? In the event of a disaster, how long would it take to restore operations?
19. What security measures, both physical and virtual, does the firm have in place to ensure the protection of firm and client assets?
20. How does the firm acquire and monitor best execution on foreign currency transactions, if any?
6.9 Product Information 1. Where is the individual/team that runs this strategy located? 2. What is the inception date of this product? 3. Please complete the following table:
As of:
12/31/18 As of:
12/31/17 As of:
12/31/2016 As of:
12/31/2015 As of:
12/31/2014 As of:
12/31/2013
ASSETS MANAGED IN FIXED INCOME
No. of Clients in Fixed Income
4. Please provide the number of Fixed Income clients, and their portfolio value, gained and lost
during the past five years. For clients lost, please state the reason. 5. For your three largest client relationships in Fixed Income, please provide the size of the
mandate and the inception date for each account/relationship. 6. Does the firm have a policy limiting assets under management for this strategy? If so, what
is the stated level? If not, what do you think is the product’s capacity? Please discuss rationale.
7. Please list other products that overlap with this strategy. How much in AUM do you manage in each of these products, and what percentage of the portfolios overlap?
8. Please provide the names of the portfolio manager(s) and client service personnel who will be assigned to this account.
9. Do you offer (or sub-advise) a mutual fund for this strategy? If so, what is its name and ticker symbol?
10. Do you offer commingled portfolios for this strategy? Separate Accounts? 6.10 Performance
1. Comment on your process for providing performance measurement reports to suit the needs of the CSU.
2. Discuss the firm’s performance calculation methodology and whether it is GIPS compliant. 3. Please provide the information in the table below as of December 31, 2018:
Period Benchmark
Return Gross of Fees Net of Fees Sec Lending
Portfolio Return
Variance to Benchmark
Portfolio Return
Variance to Benchmark
Portfolio Return
Split
1 yr.
3 yr.
5 yr.
10 yr.
Since Inception Date
State Inception Date
State Benchmark
7-5-19 28 RFP #001326-Jun2019
6.11. Portfolio Characteristics 1. Please provide in Excel format a sample client portfolio (or model portfolio) as of 12/31/18
detailing individual holdings (including date, ticker, security name, units, and price). 2. Please complete the following table:
As of: 12/31/2018
As of: 12/31/2017
As of: 12/31/2016
As of: 12/31/2015
Duration & Yield:
Average Effective Duration
Average Coupon
Yield to Worst
Quality Structure:
Average Quality
AAA (includes Treas, Agency, Cash)
AA
A
BBB
Below BBB
SECTOR ALLOCATION:
US Treasury and Agency
Agency Mortgage Backed Securities (inc. CMOs)
Non-Agency Mortgage Backed Securities (inc. CMOs)
Corporate
Sovereign and Supranational
Local and Provincial Government
CMBS
ABS
MUNIS
CASH EQUIVALENTS
Other (describe)
Foreign Exposure:
Non-U.S. (Developed)
Non-U.S. (Emerging Market)
Non-U.S. Dollar Denominated
Number of Holdings
6.12 Fees & Related Management Costs
1. Please provide the fee schedule for the Fixed Income strategy, for a separate account, a commingled account, and mutual fund (if available). For commingled and mutual fund vehicles, please explain all additional fees (front/back-end loads, contribution/withdrawal fees, management or custody expenses, etc.).
2. Do all clients pay the same fee? Please explain any discrepancies. 3. What is your account minimum for a separately managed portfolio? Commingled vehicle?
Mutual fund? 4. Is there a minimum fee? 5. Do you offer a performance-based fee? If so, please provide a performance-based fee
schedule. Over what period is performance evaluated and against what benchmark? What is the base fee? Is there a maximum fee (a cap)?
6. Do you offer a Most Favored Nations (MFN) clause? 7. Does this product have any liquidity constraints? Discuss in detail your policy on
subscriptions and redemptions for all applicable vehicles. What special provisions (i.e., lock-ups, reserves, in-kind payments, exit fees, delayed payments, queues, etc.) if any, exist?
7-5-19 29 RFP #001326-Jun2019
SECTION 7 – REQUIRED DOCUMENTS – (NO PAGE LIMIT FOR REQUIRED DOCUMENTS)
Firm Wide Organizational Chart (Include Investment Team, Trading, Operations, and Compliance)
Investment Team Organizational Chart. If portfolio managers and/or analysts are organized into teams please identify coverage responsibilities in the chart. Please include all investment personnel involved in Fixed Income investing.
Detail all appropriate licenses and registrations (NASD) of the team members. Please provide documentation of professional licenses.
Detail any enforcement action taken by regulatory agencies against any team member.
Client List including the type of services provided and the length of time your firm has provided those services to each client. If possible, please include your five largest public plan clients and their approximate asset size. If possible, please also include your three largest higher education clients and their approximate asset size.
Provide a break-down of all firm-wide investment strategies. For each strategy indicate the total AUM. For Separate accounts, please include the AUM, number of clients accounts, and average size of account. For example:
Strategy Total AUM Separate Accounts
40 Act Mutual Fund
Commingled Trust
Core Fixed Income
$20 B
$5 B / 20 accounts /
Avg. Account = $250 M
$10 B $5 B
Please provide a break-down of AUM and number of accounts by institutional
client type in the relevant flagship strategy, ie. Public Fund, Endowment/Foundation, Corporate, Insurance, Union, Sovereign Wealth Fund, etc.
Indicate a recommended benchmark for the portfolio you are submitting this proposal for, along with an investment return objective and risk budget. Additionally, provide a recommended model portfolio (at the asset-type level) with a comparison to the suggested benchmark. Provide an explanation for the rationale behind the benchmark selection and model portfolio.
If you are bidding on the Liquidity Portfolio, provide a detailed breakdown of the best-fit maturity distribution and structure along with the portfolio duration. Provide an explanation for the rationale for the maturity distribution structure.
Describe the strategies and techniques you would utilize to satisfy the cash flows and obligations detailed in Exhibit C.
Sample Investment Policy Statement that you believe should apply for the investment strategy you are submitting this proposal for
Sample Investment Manager Guidelines that you believe should apply for the investment strategy you are submitting this proposal for
Please provide detailed performance (GIPS presentation format) and analytics for the composite you believe is most representative for the strategy
7-5-19 30 RFP #001326-Jun2019
you are bidding on. Please ensure to include benchmark comparisons and attribution for the longest period possible.
Provide a 15 year sandbox chart showing the allocation for the applicable investment strategy for this proposal. Please ensure to include all the applicable sub asset classes. For instance for MBS, make sure to include Agency MBS, Non-Agency MBS, CMBS, etc. If you do not have 15 years of history, then please include the longest history possible. Please provide the information by quarter.
Please provide samples of any portfolio and/or security level ESG monitoring or scoring that you may be able to provide as part of the quarterly reporting package.
Provide a sample reference portfolio for the CSU Intermediate Duration Portfolio (if you are bidding on this portfolio), including breakdowns related to asset types, credit quality, duration, and the maturity schedule.
Provide a sample reference portfolio for the Liquidity Portfolio (if you are bidding on this portfolio), including breakdowns related to asset types, credit quality, duration, and the maturity schedule. Make sure to review the Exhibit C – Liquidity Portfolio Cash Flows and provide an explanation of how the portfolio is structured to meet the liability obligations/outflows.
Sample Quarterly and/or Annual Client Review for the investment strategy under consideration, including the most recent performance, portfolio characteristics and attribution. Please also include the investment outlook and the current portfolio positioning.
Institutional Firm and Strategy Overview Presentation Sample Economic & Strategy Outlook Current U.S. Interest Rate Outlook Current Research on U.S. Investment Grade Bond Market Current Research on Agency RMBS Market Current Research on California Municipal Market Sample Investment Grade Credit Research Report (individual issuer/credit) Sample California Municipal Credit Report (individual issuer/credit) Sample research report for a CMBS security (individual issuer/credit) Sample ESG report for an Investment Grade Credit (individual issuer/credit) Sample Quarterly Performance Report and other relevant portfolio reports
that are provided to clients. Please provide three client references for the flagship fixed income strategy
most applicable to each CSU portfolio you are bidding on. Include the name and phone number of contact person, the type and size of the account and the inception date of the account.
Samples of one research report on special topics generated by your firm. Sample investment related educational presentation. Provide a chart of all relevant technology and software systems utilized in the
investment process, including trading, operations, and risk management. Indicate the name, purpose, and incepted year for each system.
Biographies for all senior level investment professionals in your firm that are involved in the investment strategy you are bidding on.
Provide a document and/or policy describing your firm’s diversity and sustainability initiatives, including any ESG related initiatives.
7-5-19 31 RFP #001326-Jun2019
Certificate(s) of Insurance evidencing coverage as described in your proposal. The certificate should include amounts for each classification of coverage. If the certificate is not clear, please provide details for clarification.
Cyber Security Policy and Procedures Data Back-up and Disaster Recovery Procedures Data Integrity Procedures Best Execution Policy and Procedures Soft Dollar Policy and Procedures Code of Ethics and/or Ethics Policy and Procedures Please attach a copy of your compliance manual. Please provide monthly performance history since inception for the relevant
fixed income strategy you are bidding on. If possible, please provide information both gross and net of fees. This information should be in an Excel spreadsheet, formatted as follows:
A B C 1 Fixed Income
Gross Fixed Income
Net 2 Jan-89 0.00442 0.00442 3 Feb-89 0.02216 0.02216
4 Mar-89 0.05762 0.05762 5 Apr-89 -0.01122 -0.01122
6 May-89 0.00762 0.00762 a. Cell (A1) must be empty. b. The first row, starting with the second column (B1) must contain the firm and product name, up to 40 characters (spaces count as characters). c. Dates in column A must be in either mmm-yy (Jan-19) or mmm- yyyy (Jan-2019) format. d. Numbers can be in percent or decimal format. e. Data must start from earliest and end with latest. f. Empty cells for which there is no return should have a N/A entered, otherwise a zero will be read.
Note: Please detail the dollar amount of assets in the performance composite annually, as well as the number of accounts. Note what percentage of Fixed Income assets managed is represented by the composite. Include all other composite footnotes.
Please provide annual return attribution analysis information, if available. Please include attribution analysis by sector/industry and issue selection. Please include a discussion of methodology, including whether analysis was performed internally or by an external company. If your firm does not produce or receive return attribution analysis, please state this. In addition, please complete the following table, using gross-of-fee performance data for the portfolio you are proposing on, as of 12/31/2018.
7-5-19 32 RFP #001326-Jun2019
Fixed Income Index
Composite Inception Date
Since Inception (Annualized):
AVERAGE RETURN
Average Standard Deviation
Tracking Error
Information Ratio
Correlation with Benchmark
Trailing Three Years (Annualized):
AVERAGE RETURN
Average Standard Deviation
Tracking Error
Information Ratio
Correlation with Benchmark
Trailing Five Years (Annualized):
AVERAGE RETURN
Average Standard Deviation
Tracking Error
Information Ratio
Correlation with Benchmark
Trailing Seven Years (Annualized):
AVERAGE RETURN
Average Standard Deviation
Tracking Error
Information Ratio
Correlation with Benchmark
Calendar Year Performance:
2018
2017
2016
2015
2014
2013
2012
2011
2010
2009
2008
7-5-19 33 RFP #001326-Jun2019
SECTION 8 – EVALUATION AND SELECTION CRITERIA 8.1 EVALUATION METHOD The CSU will only consider proposals from financially responsible and responsive firms presently engaged in the business of providing Investment Management Services. The award will be made to the most responsible and responsive vendors whose proposal is determined to be the most advantageous to the CSU based on the evaluation criteria listed below in order of importance. All proposals shall be reviewed to verify the Proposer has met the RFP submission requirements. Proposals that have not followed the rules, do not meet minimum content, requirements, qualifications, quality standards, take unacceptable exceptions to the terms and conditions, or are non-responsive to the required responses in this RFP will be eliminated from further consideration. Proposals determined to have met the RFP requirements will be reviewed and evaluated by the evaluation team for either portfolio or both (SWIFT or IDP). As a part of this review, the CSU may require proposing firms or organizations to clarify the information submitted. This clarification process may be conducted through written or electronic correspondence or through an interview with the evaluation team. Responsive Proposers found to be most qualified to perform the services required, based upon the listed criteria may be required to give oral interview/presentations to the evaluation team as part of the evaluation process. The purpose of interview/presentation is to give “Finalists” an opportunity to demonstrate their ability to perform the scope of work defined in this RFP and clarify outstanding issues. It is in the proposing firm’s best interests to submit a thorough and complete proposal and not depend on the presentation process to provide additional information. All firms selected for an interview and presentation will be notified of the proposed interview date(s) at least one week in advance. Firms selected for interview must present, for the in-person interview, both the dedicated/lead point of contact for the vendor representative and the indivudal with financial decision-making authority for the investments. From among a group of the Finalist proposers, the CSU may select one or more firm(s) to enter into final proposal negotiations for the RFP award. A proposing firm(s) may be required to participate in negotiations and to submit best and final price, technical or other revisions to the proposal, which may result from such negotiations. All proposers will be notified in writing once one or more firms have been selected. The CSU Evaluation Team will make its evaluation based on the criteria below.
7-5-19 34 RFP #001326-Jun2019
8.2 POINT SCORING SCHEDULE
Evaluation Criteria Points 1. Introduction / Executive Summary 5 2. Minimum Qualifications 5 3. Firm Information 45 4. Investment Resources 40 5. Investment Strategy 90 6. Investment Process 65 7. Risk Management & Compliance 45 8. Trading and Operations 20 9. Product Information 50 10. Performance 120 11. Portfolio Characteristics 40 12. Fees & Related Management Costs 5 13. Required Documents 240 14. Fees/Price 330 Total 1,100
8.3 EVALUATION CRITERIA Fees/Cost – 330 points If you are bidding on the Liquidity Portfolio, the tiered pricing should go up to $15 billion assets under management to account for the potential growth in the size of the portfolio over the term of the contract and the possibility that the CSU may shift funds from the other investment portfolios into the Liquidity Portfolio. The minimum assets, however, for any one investment manager, may be as low as $200 million (est.) If you are bidding on the Intermediate Duration Portfolio, the tiered pricing should go up to $15 billion assets under management to account for the potential growth in the size of the portfolio over the term of the contract and the possibility that the CSU may shift funds from other investment portfolios into the Intermediate Duration Portfolio. The minimum initial assets, however, for any one investment manager, may be as low as $200 million (est.) Price shall remain valid for a period of 150 days from the proposal due date. Please provide tiered pricing based on potential assets under management. Proposer shall provide a straightforward statement of how its services will be priced, and a calculation of those services based on the scope of services included in the RFP, for the base period of five years and three 1-year options. The proposal with the lowest cost shall be assigned the highest points and those with higher costs shall be assigned lower points. Points shall be awarded as follows:
Price of Lowest Proposal X Maximum Points = Points Awarded Price of Proposal
7-5-19 35 RFP #001326-Jun2019
SECTION 9 – INSTRUCTIONS, CONTENT, AND FORMAT
9.1 INSTRUCTIONS
9.1.1 QUESTIONS REGARDING RFP AND POINT OF CONTACT Any questions, interpretations, or clarifications, either administrative or technical, about this RFP must be requested via the bid website no later than the date indicated in Section 3, Schedule of Events. All written questions, not considered proprietary, will be answered via the bid website. Oral statements concerning the meaning or intent of the contents of this RFP by any person are not considered binding. 9.1.2 ERRORS AND OMMISSIONS If prior to the date fixed for submission of Proposal a Bidder discovers any ambiguity, conflict, discrepancy, omission or other error in the RFP or any of its exhibits and/or appendices, Bidder shall immediately notify the CSU of such error in writing and request modification or clarification of the document. Modifications may be made by addenda prior to the RFP response deadline. Clarifications will be given by written notice and posted to the RFP website to all active Bidders, without divulging the source of the request for it. 9.1.3 ADDENDA The CSU may modify this RFP, any of its key action dates, or any of its attachments, prior to the date fixed for submission by issuance of a written addendum posted to the RFP website. Addenda will be numbered consecutively as a suffix to the RFP Reference Number. 9.1.4 CANCELLATION OF SOLICITATION This solicitation does not obligate the CSU to enter into an agreement. The CSU retains the right to cancel this RFP at any time for any reason. The CSU also retains the right to obtain the services specified in this RFP in any other way. No obligation, either expressed or implied, exists on the part of the CSU to make an award or to pay any cost incurred in the preparation or submission of response to the RFP. 9.1.5 COMPLIANCE WITH RFP To be compliant with the administrative requirements of this RFP, Bidder must meet the requirements and complete and return the list of submittals in the Instructions, Content, and Format Section. 9.1.6 COMPLETION OF PROPOSAL Responses to the RFP shall be complete in all respects as required by this solicitation. A submission may be rejected if conditional or incomplete, or if it contains any alterations or other irregularities of any kind, and will be rejected if any such defect or irregularity could have materially affected the quality of the submission. Documents which contain false or misleading statements, or which provide references that do not support an attribute or condition claimed by the Bidder, may be rejected. Statements made by a Bidder shall also be without ambiguity, and with adequate elaboration, where necessary, for clear understanding. Costs for developing Proposals are entirely the responsibility of the Bidders and shall not be chargeable to the CSU. 9.1.7 ON-LINE BID SUBMITTAL INSTRUCTIONS The Proposal must be submitted to the Trustees through the CSU’s RFP website at: https://smart.gep.com/publicRFx/ucal?oloc=215#/ no later than the time indicated on the date and specified in Section 3, Schedule of Events. The Bidder is responsible for submitting the Proposal on the Chancellor’s Office RFP website on time. Delays due to the instrumentalities used to
7-5-19 36 RFP #001326-Jun2019
transmit the Proposal will be the responsibility of the Bidder. Allow sufficient time to upload all the bid documents. The Proposal must be completely uploaded and submitted by the specified time in order to avoid disqualification for lateness due to difficulties in submittal. LATE, FAXED, OR E-MAILED PROPOSALS DIRECTLY TO THE CSU CONTACT WILL NOT BE ACCEPTED. 9.1.8 EXCEPTIONS In the event a Bidder believes that this RFP is unfairly restrictive or has substantive errors or omissions in it, the matter must be promptly brought to the attention of the CSU’s Contact, either by e-mail, letter or facsimile, immediately upon receipt of the RFP, in order that the matter may be fully considered and appropriate action taken by the CSU prior to the closing time set for submission. If the Proposer fails to notify the CSU of a known error or an error that reasonably should have been known prior to the final filing date for submission, the Proposer shall assume the risk. If awarded the contract, the Proposer(s) shall not be entitled to additional compensation or time by reason of error or its late correction. 9.1.9 ALTERNATIVE PROPOSALS Only one proposal is to be submitted by each Bidder. Multiple proposals shall result in rejection of all proposals submitted by the Bidder. 9.1.10 WITHDRAWAL OF PROPOSAL A Proposal may be withdrawn after it is received by the CSU by written request signed by the Bidder or authorized representative, prior to the time and date specified for Proposal submission. Proposal may be withdrawn and resubmitted in the same manner if done so prior to the appropriate deadline. Withdrawal or modification offered in any other manner will not be considered. 9.1.11 PROPOSALS BECOME THE PROPERTY OF CSU Proposals become the property of CSU and information contained therein shall become public documents subject to disclosure laws after Notice of Intent to Award is posted. The CSU reserves the right to make use of any information or ideas contained in the Proposal. Proposals may be returned only at the CSU's option and at the Bidder's expense. One copy shall be retained for official files. Responses to this RFP and any other information that is currently or may become available as an outcome of the RFP process may be used by the CSU to structure an RFP or other solicitation. 9.1.12 CONFIDENTIAL MATERIAL Bidder must notify CSU in advance of any proprietary or confidential materials contained in the Proposal and provide justification for not making such material public. CSU shall have sole discretion to disclose or not disclose such material subject to any protective order that Bidder may obtain. All bids are public upon issuance of an “Intent to Award”. The content of all working papers and discussions relating to the bidder’s proposal shall be held confidential indefinitely unless the public interest is best served by an item’s disclosure because of its direct pertinence to a decision, agreement or an evaluation of the bid.
7-5-19 37 RFP #001326-Jun2019
Please refer to the California Public Records Act (GOVT. CODE §§ 6250 - 6276.48) for further information. 9.1.13 BIDDER’S COST Costs for developing proposals are entirely the responsibility of the Bidder and shall not be chargeable to the CSU. 9.1.14 INSPECTION OF SOLICITATION DOCUMENTS Bidder shall carefully review all documents referenced and made a part of this solicitation to ensure that all information required to properly respond to the solicitation has been received or made available and all requirements are priced in the proposal. Failure to examine any document, drawing, specification, or instruction will be at the Bidder’s sole risk. It is the Bidder’s responsibility to provide the CSU with current contact information and to update the CSU immediately of any changes. 9.2 CONTENT AND FORMAT To be considered responsive to this RFP, Bidder must submit proposals in the format identified in this section. All requirements and questions in the RFP must be addressed and all requested data must be supplied. The CSU reserves the right to request additional information that in the CSU’s opinion is necessary to assure that the Bidder’s competence, number of qualified employees, business organization, and financial resources are adequate to perform according to the contract requirements. In addition, the CSU reserves the right to request additional clarifying information on any aspect of a Bidder’s proposal. Proposals should be prepared in such a way as to provide straightforward, concise delineation of capabilities to satisfy the requirements of this RFP. Proposals should emphasize the Bidder’s demonstrated capability to perform work of this type. Expensive bindings, colored displays, promotional materials, graphics etc., are not necessary or desired. However, literature describing the proposed services and extent of support included in the proposal should be forwarded as part of the proposal. Do not include animation of any kind in the proposals. Emphasis should be concentrated on conformance to RFP instructions, responsiveness to the RFP requirements, and on completeness and clarity of content. 9.2.1 DELIVERY OF PROPOSALS Bidders shall upload proposals to the bid website. 9.2.2 MODIFICATIONS A proposal may be modified after its submission by withdrawal and resubmission prior to the time and date specified for proposal submission. Modification offered in any other manner, oral or written, will not be considered. 9.2.3 PROPOSAL CONTENT AND FORMAT All Bidders are also required to complete the RFP Submittals. Proposals shall adhere to the following format for organization and content. Proposals must be divided into the individual indexed sections listed below. All proposals must be compiled into two PDF documents and one excel spreadsheet with no security restrictions to be uploaded into the RFP website.
7-5-19 38 RFP #001326-Jun2019
Document 1 (PDF) shall include Sections 1-4 below. Document 2 (PDF) shall include Section 5. The excel spreadsheet will contain any data requested in the Questionnaire (Section 6) or Required Documents (Section 7) where the information was requested in excel format. The maximum file size in the bid system is 50MB. If Document 1 (PDF) is larger than 50MB due to the Required Documents (Section 7), then please subdivide Document 1 into multiple documents or pdf files.
Section 1 - Cover Letter
The cover letter shall include: 1. A brief statement of intent to perform the services proposed. 2. Signature of an authorized officer of the organization who has legal
authority in such transactions. 3. Full contact information (overnight mailing address, phone, fax, e-mail, etc.)
for the individual designated as the CSU contact on this RFP and a secondary contact.
4. Acknowledgement receipt of all addenda issued. 5. Expressly state that, should the Bidder’s proposal be accepted, the Bidder
agrees to enter into a contract under the terms and conditions as set forth herein. Proposals with unsigned cover letters will be rejected.
Section 2 - Exceptions and Confidential Information
Any and all exceptions to the RFP must be listed on an item-by-item basis and cross-referenced with the RFP document. If there are no exceptions, Bidder must expressly state that no exceptions are taken. Please Note: Taking exceptions to proposal requirements may render a Bidder’s proposal non-responsive and rejected from further consideration. Also in this section, Bidders shall identify any proprietary or confidential materials contained in the proposal and provide justification for not making such material public record.
Section 3 – RFP Submittals
This section shall consist of the following response to:
1. Response to Minimum Qualifications (Section 2 and certification form) 2. Response to Questionnaire (Section 6)
Please limit the response to the Questionnaire (Section 6) to 25 pages using a font size no smaller than 11. Recognizing that there are many questions and the page limit requirement is challenging, there is no need to include the questions in the response, but instead list the Section number with the relevant Question number in the response.
7-5-19 39 RFP #001326-Jun2019
Section 4 – Required Documents
This section shall consist of the Required Documents (Section 7)
(No page limit for Required Documents) Section 5 – Additional Submittals (Submit separately as Document 2)
1. Fees/Price Proposal (See Section 8.3.E)
2. Appendix B, Payee Data Record
3. Appendix C, Bidder Declaration (If Applicable)
4. Appendix E, Target Area Contract Preference Act (TACPA) (If applicable)
5. Appendix F, Sustainability Questionnaire
7-5-19 40 RFP #001326-Jun2019
EXHIBIT A
State of California GOVERNMENT CODE
Section 16430
16430. Eligible securities for the investment of surplus moneys shall be any of the following:
(a) Bonds or interest-bearing notes or obligations of the United States, or those for which the faith and credit of
the United States are pledged for the payment of principal and interest.
(b) Bonds or interest-bearing notes on obligations that are guaranteed as to principal and interest by a federal
agency of the United States.
(c) Bonds, notes, and warrants of this state, or those for which the faith and credit of this state are pledged for
the payment of principal and interest.
(d) Bonds or warrants, including, but not limited to, revenue warrants, of any county, city, metropolitan water
district, California water district, California water storage district, irrigation district in the state, municipal utility
district, or school district of this state.
(e) Any of the following:
(1) Bonds, consolidated bonds, collateral trust debentures, consolidated debentures, or other obligations issued by
federal land banks or federal intermediate credit banks established under the Federal Farm Loan Act, as amended
(12 U.S.C. Sec. 2001 et seq.).
(2) Debentures and consolidated debentures issued by the Central Bank for Cooperatives and banks for
cooperatives established under the Farm Credit Act of 1933, as amended (12 U.S.C. Sec. 2001 et seq.).
(3) Bonds or debentures of the Federal Home Loan Bank Board established under the Federal Home Loan Bank
Act (12 U.S.C. Sec. 1421 et seq.).
(4) Stocks, bonds, debentures, and other obligations of the Federal National Mortgage Association established
under the National Housing Act, as amended (12 U.S.C. Sec. 1701 et seq.).
(5) Bonds of any federal home loan bank established under that act.
(6) Obligations of the Federal Home Loan Mortgage Corporation.
(7) Bonds, notes, and other obligations issued by the Tennessee Valley Authority under the Tennessee Valley
Authority Act, as amended (16 U.S.C. Sec. 831 et seq.).
(8) Other obligations guaranteed by the Commodity Credit Corporation for the export of California agricultural
products under the Commodity Credit Corporation Charter Act, as amended (15 U.S.C. Sec. 714 et seq.).
(f) (1) Commercial paper of “prime” quality as defined by a nationally recognized organization that rates these
securities, if the commercial paper is issued by a federally or state-chartered bank or a state-licensed branch of a
foreign bank, corporation, trust, or limited liability company that is approved by the Pooled Money Investment
Board as meeting the conditions specified in either subparagraph (A) or subparagraph (B):
(A) Both of the following conditions:
(i) Organized and operating within the United States.
(ii) Having total assets in excess of five hundred million dollars ($500,000,000).
(B) Both of the following conditions:
(i) Organized within the United States as a federally or state-chartered bank or a state-licensed branch of a
foreign bank, special purpose corporation, trust, or limited liability company.
(ii) Having programwide credit enhancements including, but not limited to, overcollateralization, letters of
credit, or surety bond.
(2) A purchase of eligible commercial paper may not do any of the following:
(A) Exceed 270 days maturity.
(B) Represent more than 10 percent of the outstanding paper of an issuing federally or state-chartered bank or a
state-licensed branch of a foreign bank, corporation, trust, or limited liability company.
7-5-19 41 RFP #001326-Jun2019
(C) Exceed 30 percent of the resources of an investment program.
(3) At the request of the Pooled Money Investment Board, an investment made pursuant to this subdivision shall
be secured by the issuer by depositing with the Treasurer securities authorized by Section 53651 of a market value
at least 10 percent in excess of the amount of the state’s investment.
(g) Bills of exchange or time drafts drawn on and accepted by a commercial bank, otherwise known as bankers
acceptances, that are eligible for purchase by the Federal Reserve System.
(h) Negotiable certificates of deposits issued by a federally or state-chartered bank or savings and loan association,
a state-licensed branch of a foreign bank, or a federally or state-chartered credit union. For the purposes of this section,
negotiable certificates of deposits are not subject to Chapter 4 (commencing with Section 16500) and Chapter
4.5 (commencing with Section 16600).
(i) The portion of bank loans and obligations guaranteed by the United States Small Business Administration or the
United States Farmers Home Administration.
(j) Bank loans and obligations guaranteed by the Export-Import Bank of the United States.
(k) Student loan notes insured under the Guaranteed Student Loan Program established pursuant to the Higher
Education Act of 1965, as amended (20 U.S.C. Sec. 1001 et seq.) and eligible for resale to the Student Loan
Marketing Association established pursuant to Section 133 of the Education Amendments of 1972, as amended (20
U.S.C. Sec. 1087-2).
(l) Obligations issued, assumed, or guaranteed by the International Bank for Reconstruction and Development,
the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the
International Finance Corporation, or the Government Development Bank of Puerto Rico.
(m) Bonds, debentures, and notes issued by corporations organized and operating within the United States.
Securities eligible for investment under this subdivision shall be within the top three ratings of a nationally
recognized rating service.
(n) Negotiable Order of Withdrawal Accounts (NOW Accounts), invested in accordance with Chapter 4
(commencing with Section 16500).
(Amended by Stats. 2015, Ch. 249, Sec. 1. (SB 797) Effective January 1, 2016.)
7-5-19 42 RFP #001326-Jun2019
EXHIBIT B
Master Investment Policy
For The California State University
Approved on November 8, 2017
By The Board of Trustees of The California State University
7-5-19 43 RFP #001326-Jun2019
Contents
I. Scope and Purpose……………………………………………………………………………………………… 44
II. Compliance with Law and Adherence to Policy…………………………………………………… 44
III. Background and Investment Objectives………………………………………………………………. 44
IV. Investment Portfolios………………………………………………………………………………………….. 45
V. Roles and Responsibilities……………………………………………………………………………………. 46
Board of Trustees……………………………………………………………………………………..46
Chancellor’s Office Staff……………………………………………………………………………46
Investment Advisory Committee………………………………………………………………47
Prudence, Ethics and Conflict of Interest………………………………………………….48
Document and Acceptance of the Investment Policy Statement………………49
VI. Environmental, Social and Governance (ESG) Framework……………………………………. 49
VII. Adoption of the Investment Policy Statement……………………………………………………… 49
7-5-19 44 RFP #001326-Jun2019
I. Scope and Purpose This California State University Master Investment Policy (“MIP”) governs the investment of
California State University (“CSU”) funds. CSU investments are centrally managed on behalf of
the CSU System and its campuses.
The purpose of the MIP, together with investment policies that govern individual Portfolios (as
defined in Section IV) and are created pursuant to delegated authority contained herein, is to
provide a framework for the investment of CSU funds consistent with the goals of the CSU Board
of Trustees (the “Board”) and the educational mission of the CSU.
The MIP sets forth objectives, guidelines, and responsibilities that the Board deems to be
appropriate and prudent in consideration of the needs of, and the legal requirements applicable
to, the CSU’s investment program. The MIP is also intended to ensure that the Board, and any
parties to whom the Board delegates authority, are fulfilling their fiduciary responsibilities in the
oversight of CSU investments.
The MIP is a dynamic document and will be reviewed from time to time. The MIP will be modified,
if necessary, to reflect the changing nature of the CSU’s assets and investment program,
organizational objectives, and economic conditions.
II. Compliance with Law and Adherence to Policy CSU investments are to be managed in full compliance with all applicable laws, rules, and
regulations from various local, state, federal, and international political entities that may impact
the CSU’s assets, including but not limited to the provisions of the California Education Code and
California Government Code applicable to the investment of CSU funds, and in accordance with
the policy objectives, guidelines, and responsibilities expressed herein.
III. Background and Investment Objectives The investment objectives for the investment of CSU funds have been established in conjunction
with a comprehensive review of current and projected financial requirements. The Board desires
to provide the Chancellor, the Chancellor’s Staff, and the IAC (as defined in Section V) with the
greatest possible flexibility to maximize investment opportunities. However, as agents of the
Board, the Chancellor, the Chancellor’s Staff, and the IAC must recognize the fiduciary
responsibility of the Board to conserve and protect the assets of the CSU investment program,
and, by prudent management, prevent exposure to undue and unnecessary risk.
The following objectives shall govern the investment of CSU funds:
1. Safeguard the principal.
2. Meet the liquidity needs of the CSU.
3. Obtain the best possible return commensurate with the degree of risk the CSU is
willing to assume in obtaining such return.
7-5-19 45 RFP #001326-Jun2019
The Board acknowledges that these objectives may be weighted or prioritized differently for
individual Portfolios depending upon the purpose of the Portfolio.
IV. Investment Portfolios Consistent with its investment objectives, the Board has determined that CSU funds may be
invested in three investment portfolios (individually, a “Portfolio” and together, the “Portfolios”)
created by the CSU, with oversight by the Chancellor, the Chancellor’s Staff, and the IAC, and each
with its own investment policy.
The three Portfolios and general purpose of each Portfolio are as follows:
Liquidity Portfolio (Systemwide Investment Fund—Trust or “SWIFT”)
The purpose of this Portfolio is to provide sufficient and immediate liquidity to meet the
operating needs of the CSU. The investment objectives for this Portfolio shall be safety of
principal and liquidity. The existing CSU Systemwide Investment Fund—Trust (SWIFT)
shall serve as the Liquidity Portfolio and shall be comprised of investments authorized
pursuant to California Government Code Sections 16330 or 16430.
Intermediate Duration Portfolio (IDP)
The purpose of this Portfolio is to provide opportunity for modest, additional risk adjusted
returns on CSU funds not needed for immediate liquidity. The investment objectives for
this Portfolio shall be safety of principal, liquidity and return. The Intermediate Duration
Portfolio shall be comprised of investments authorized pursuant to California
Government Code Sections 16330 or 16430.
Total Return Portfolio (TRP)
The purpose of this Portfolio is to provide opportunity for additional risk adjusted returns
on CSU funds over a full market cycle. The investment objectives for this Portfolio shall
be to achieve a prudent total return within a moderate risk level. The Total Return
Portfolio shall be comprised of investments authorized pursuant to California
Government Code Sections 16330, or 16430 or California Education Code Sections 89724
or 89725.
The acceptable allocations for the Portfolios are as follows:
Portfolio Min – Target – Max
Liquidity – Systemwide Investment Fund Trust (“SWIFT”) 5% - 20% - 100%
Intermediate Duration Portfolio (“IDP”) 0% - 52% - 95%
Total Return Portfolio (“TRP”) 0% - 28% - 30%*
* Percentage allocations to the TRP are subject to annual phase-in restrictions through June 30, 2020 per state law.
7-5-19 46 RFP #001326-Jun2019
In addition, the CSU may invest any amount (from 0% to 100%), in any California State Treasury
investment option, available now, or in the future, that the IAC and the Staff deem prudent,
including, but not limited to:
• Surplus Money Investment Fund (SMIF)
• Local Agency Investment Fund (LAIF)
V. Roles and Responsibilities Board of Trustees
The Board assumes fiduciary responsibility to conserve and protect the investment assets of the
CSU, and by prudent management, to prevent exposure to undue and unnecessary risk. However,
the Board also acknowledges investments are inherently risky with risk of loss and, as such, are
viewed with a long-term time horizon.
As a fiduciary, the primary responsibilities of the Board are to:
1. Maintain and approve the MIP.
2. Ensure that CSU investments are prudently diversified in order to obtain the best
possible return commensurate with the degree of risk that the CSU is willing to
assume.
3. Report annually to the California state legislature and the California Department of
Finance regarding the investment of CSU funds.
The Board shall have oversight responsibility for investment of the assets and has delegated
investment authority to the Chancellor, the Chancellor’s Staff, and the IAC.
Chancellor and Chancellor’s Staff
As agents of the Board, the Chancellor, the Executive Vice Chancellor and Chief Financial Officer,
the Assistant Vice Chancellor responsible for CSU investments, and their designees (the
“Chancellor’s Staff”), recognize the fiduciary responsibility of the Board to conserve and protect
the investment assets of the CSU and, by prudent management, to prevent exposure to undue
and unnecessary risk.
The Chancellor and the Chancellor’s Staff are hereby authorized to establish policies and
procedures to implement the provisions of this MIP, including, but not limited to, the following
activities:
1. Overseeing and implementing general administrative and investment operations for
the Portfolios.
2. Informing the IAC on the overall investments of the CSU and each of the Portfolios
to assist the IAC in fulfilling its duties.
7-5-19 47 RFP #001326-Jun2019
3. Developing and implementing policies that are suitable for achieving the strategic
objectives for each Portfolio, including coordination with the IAC in developing and
implementing policies for the TRP.
4. Selecting, contracting with, and monitoring third party service providers, including,
but not limited to, investment advisors, investment managers, and custodians. For
the TRP, such actions will be based on the recommendations of the IAC.
5. Directing the investment of funds, including the ordering of purchase and sale
transactions to, from and between the Portfolios to meet investment objectives and
strategic asset allocations.
6. Monitoring and reviewing the performance of the Portfolios to their stated
objectives.
7. Reporting to the Board regarding the investment of CSU funds as requested, but no
less than quarterly.
8. Controlling and accounting for all investment, record keeping, and administrative
expenses associated with the Portfolios.
9. Identifying the need for updates, monitoring the Portfolios for legal and policy
compliance, and acting on the recommendations of the IAC, as appropriate.
10. All other duties designated or delegated by the Board or the IAC.
Investment Advisory Committee
As required by state law, the CSU has created an Investment Advisory Committee (the “IAC”), to
provide investment advice and expertise to the Board, particularly with respect to the
management of the TRP.
The IAC shall be an advisory body and shall make recommendations, as appropriate, to the Board
for approval or to the Chancellor and the Chancellor’s Staff for implementation. The IAC shall be
responsible for overseeing all aspects of the TRP and is hereby authorized to recommend policies
and procedures for the creation and implementation of the TRP, including, but not limited to, the
following activities:
1. Understanding the overall investments of the CSU and each of the Portfolios as
informed by the Chancellor’s Staff, investment advisors and/or investment
managers.
2. Developing and approving an IAC charter to establish guidelines for operations of
the IAC.
7-5-19 48 RFP #001326-Jun2019
3. Developing, approving, and overseeing the implementation of an investment policy
statement for the TRP.
4. Reviewing and approving target asset allocations and ranges for the TRP.
5. Monitoring and reviewing the performance of the TRP to its stated objectives.
6. Prudently reviewing, selecting, monitoring, and replacing investment management
firms engaged to manage the TRP’s assets.
7. Monitoring and supervising all service vendors and fees for the TRP.
8. Any other investment or administrative duties deemed necessary to prudently
oversee the investment program for the TRP.
Prudence, Ethics and Conflict of Interest
All participants in the investment process shall act responsibly. The standard of prudence applied
by the Board, the Chancellor, the Chancellor’s Staff, and the IAC, as well as any external service
providers, shall be the “prudent investor” rule. The “prudent investor” rule in part, states, “A
trustee shall invest and manage trust assets as a prudent investor would, by considering the
purposes, terms, distribution requirements, and other circumstances of the trust. In satisfying
this standard, the trustee shall exercise reasonable care, skill and caution. A trustee’s investment
and management decisions respecting individual assets must be evaluated not in isolation but in
the context of the trust portfolio as a whole and as part of an overall investment strategy having
risk and return objectives reasonably suited to the trust.”
Furthermore, all participants in the investment process shall use the same care, skill, prudence,
and due diligence under the circumstances then prevailing that a prudent person acting in a like
capacity and fully familiar with such matters would use in the conduct of an enterprise of like
activities for like portfolios with like aims and in accordance and compliance and all other
applicable laws, rules and regulations.
All investment personnel shall refrain from personal business activity which could create a conflict
with proper execution of the investment program, or which could impair the ability to execute
impartial investment decisions. All investment personnel shall disclose to the Chancellor’s Staff
or the IAC any material financial interests in financial institutions which conduct business within
the jurisdiction and shall disclose any material financial investment positions which could be
related in a conflicting manner to the performance of the Portfolios. All investment personnel
shall report any potential conflicts of interest consistent with Government Code Section 87200.
Further, the Chancellor shall report to the Board in writing any issues that could reflect any conflict
in the performance of the Portfolios.
7-5-19 49 RFP #001326-Jun2019
Document Acceptance of the Investment Policy Statement
The Chancellor’s Staff shall provide a copy of this MIP, and the relevant Portfolio investment
policy, to each firm retained to provide investment services to the CSU and each such firm shall
acknowledge in writing receipt of the document and accept its content.
VI. Environmental, Social and Governance Framework
The Board acknowledges the importance of understanding the potential risks and value that
environmental, social, and governance (“ESG”) factors may have on CSU investments. Therefore,
the Board expects that the consideration of ESG factors shall be integrated into the investment
decision processes of the CSU.
Approved:
The California State University Board of Trustees
November 8, 2017
7-5-19 50 RFP #001326-Jun2019
EXHIBIT C
7-5-19 51 RFP #001326-Jun2019
Appendix A – Sample Agreement
AGREEMENT NUMBER
AM. NO.
TAXPAYERS FEDERAL / EMPLOYER IDENTIFICATION NUMBER
THIS AGREEMENT (“Agreement”), made and entered into this, day of, 2019 in the State of California,
by and between the Trustees of the California State University, which is the State of California acting in
a higher education capacity, through its duly appointed and acting officer, hereinafter called CSU and CONTRACTOR’S NAME
,hereafter called Contractor,
WITNESSETH: That the Contractor for and in consideration of the covenants, conditions, agreements, and
stipulation of CSU hereinafter expressed, does hereby agree to furnish to CSU services and materials as follows:
This Master Enabling Agreement for Event Management Software solution was a result of competitively
solicited RFP # 001326-Jun2019.
Contractor shall provide investment management services in accordance with the following Riders, which
are hereby incorporated by reference and made part of this Agreement. To the extent that any provision
of any Rider may conflict with this Agreement or any Riders herein, the order of precedence shall be as
follows:
Rider A – CSU General Provisions for Service Acquisitions, consisting of eleven (11) pages;
Rider B – Scope of Work, consisting of ____ ( _ ) pages.
The term of this Agreement shall be for five (5) years commencing upon the full execution date of
this Agreement, and shall continue through, with three (3) one-year renewal options subject to the
discretion of CSU, and upon acceptable Contractor performance.
The total cost of this Agreement shall not exceed XXXXXXXXXX Invoices issued shall reference the
Agreement as indicated above.
IN WITNESS WHEREOF, this agreement has been executed by the parties hereto, upon the date first above written.
CSU
CONTRACTOR
Trustees of the California State University
BY (AUTHORIZED SIGNATURE) DATE
BY (A AUTHORIZED SIGNATURE) DATE
PRINTED NAME AND TITLE OF PERSON SIGNING
Contract Services and Procurement
PRINTED NAME AND TITLE OF PERSON SIGNING
ADDRESS 401 Golden Shore
Long Beach, CA 90802
ADDRESS
7-5-19 52 RFP #001326-Jun2019
Appendix A - CSU GENERAL PROVISIONS
FOR
SERVICE ACQUISITIONS
Revised 10/15/14
7-5-19 53 RFP #001326-Jun2019
1. Commencement of Work ........................................................................................................................................... 3
2. Contract Alterations & Integration ............................................................................................................................ 3
3. Severability ................................................................................................................................................................ 3
4. Independent Status ..................................................................................................................................................... 3
5. Governing Law .......................................................................................................................................................... 3
6. Contractor's Power and Authority ............................................................................................................................. 3
7. Assignments .............................................................................................................................................................. 3
8. Personnel ................................................................................................................................................................... 3
9. Waiver of Rights ........................................................................................................................................................ 3
10. Time ......................................................................................................................................................................... 3
11. Entire Contract ......................................................................................................................................................... 3
12. Appropriation of Funds............................................................................................................................................ 3
13. Cancellation ............................................................................................................................................................. 4
14. Termination for Default ........................................................................................................................................... 4
15. Rights and Remedies of CSU for Default ................................................................................................................ 4
16. Warranty .................................................................................................................................................................. 4
17. Safety and Accident Prevention ............................................................................................................................... 4
18. Insurance Requirements........................................................................................................................................... 4
19. General Indemnity ................................................................................................................................................... 6
20. Invoices .................................................................................................................................................................... 6
21. Document Referencing ............................................................................................................................................ 6
22. Use of Data .............................................................................................................................................................. 6
23. Confidentiality of Data ............................................................................................................................................ 6
24. Information Security Requirements ......................................................................................................................... 7
25. Patent, Copyright, and Trade Secret Indemnity ....................................................................................................... 7
26. Rights in Work Product ........................................................................................................................................... 7
27. Examination and Audit ............................................................................................................................................ 8
28. Dispute ..................................................................................................................................................................... 8
29. Conflict of Interest ................................................................................................................................................... 8
30. Follow-On Contracts ............................................................................................................................................... 8
31. Endorsement ............................................................................................................................................................ 8
32. Covenant Against Gratuities .................................................................................................................................... 9
33. Nondiscrimination ................................................................................................................................................... 9
34. Compliance with NLRB Orders .............................................................................................................................. 9
35. Drug-Free Workplace Certification ......................................................................................................................... 9
36. Forced, Convict, Indentured and Child Labor ......................................................................................................... 9
37. Recycled Content Certification ................................................................................................................................ 9
38. Child Support Compliance Act .............................................................................................................................. 10
39. Americans With Disabilities Act (ADA) ............................................................................................................... 10
40. Debarment and Suspension……………………………………………………………………………………….10 41. Expatriate Corporations………………………………………...………………………………………………...11
42. Citizenship and Public Benefits ............................................................................................................................. 11
43. Loss Leader ........................................................................................................................................................... 11
44. DVBE and Small Business Participation ............................................................................................................... 11
45. Contractor’s Staff ………………………………………………………………………………………………...11
7-5-19 54 RFP #001326-Jun2019
1. Commencement of Work
Contractor shall not commence work under the Contract until Contractor has received a fully executed Contract
and been given written approval to proceed. Any work performed by Contractor prior to the date of approval
shall be considered as having been performed at Contractor’s own risk and as a volunteer.
2. Contract Alterations & Integration
No alteration or variation of the Contract shall be valid unless made in writing and signed by the parties hereto,
and no oral understanding or agreement not incorporated in writing in the Contract shall be binding on any of
the parties hereto.
3. Severability
Contractor and CSU agree that if any provision of this Contract is found to be illegal or unenforceable, such
term or provision shall be deemed stricken and the remainder of the Contract shall remain in full force and
effect. Either party having knowledge of such term or provision shall promptly inform the other of its
presumed non-applicability of such provision. Should the illegal or unenforceable provision be a material or
essential term of the Contract, [the Contract shall be terminated in a manner commensurate with the interests
of both parties, to the maximum extent reasonable.
4. Independent Status
Contractor and its employees and agents, and subcontractors, in the performance of this Contract, shall act in
an independent capacity and not as officers, employees or agents of CSU or the State of California. While
Contractor may be required by this Contract to carry Worker’s Compensation Insurance, in no event shall
Contractor and its employees and agents by entitled to unemployment or workers’ compensation benefits from
CSU.
5. Governing Law
To the extent not inconsistent with applicable federal law, this Contract shall be construed in accordance with
and governed by the laws of the State of California
6. Contractor's Power and Authority
Contractor warrants it has full power and authority to enter into this Contract and will hold CSU harmless from
and against any loss, cost, liability, and expense (including reasonable attorney fees) arising out of any breach
of this warranty. Further, Contractor shall not enter into any arrangement, agreement or contract with any third
party that might abridge any rights of the CSU under this Contract.
7. Assignments
Contractor shall not assign this Contract, either in whole or in part, without CSU’s written consent, which will
not be unreasonably withheld.
8. Personnel
Contractor shall give its personal attention to the performance of the Contract and shall make every effort
consistent with sound business practices to honor CSU’s requests regarding Contractor’s assignment of its
employees. However, Contractor maintains the sole right to determine the assignment of its employees in
order to keep all phases of work under its control. If an employee of Contractor is unable to perform due to
illness, resignation or other factors beyond Contractor’s control, Contractor shall use its best effort to provide
suitable substitute personnel.
9. Waiver of Rights
Any action or inaction by CSU or the failure of CSU on any occasion to enforce any right or provision of this
Contract shall not be a waiver by CSU of its rights hereunder and shall not prevent CSU from enforcing such
provision or right on any future occasion. CSU’s rights and remedies provided in this Contract shall not be
exclusive and are in addition to any other rights and remedies provided by law.
10. Time
Time is of the essence in the performance of this Contract.
7-5-19 55 RFP #001326-Jun2019
11. Entire Contract
This Contract sets forth the entire agreement between the parties with respect to the subject matter hereof and
shall govern the respective duties and obligations of each party.
12. Appropriation of Funds
(a) If the term of this Contract extends into fiscal years subsequent to that in which it is approved such
continuation of the Contract is subject to the appropriation of funds for such purpose by the Legislature. If
funds to effect such continued payment are not appropriated, Contractor agrees to take back any commodities
furnished under the Contract and not yet paid for by CSU, terminate any future services and commodities to be
supplied to the CSU under the Contract, and relieve the CSU of any further obligation therefore.
(b) CSU agrees that if provision (a) above is involved, commodities shall be returned to Contractor in substantially
the
same condition in which they were delivered, subject to normal wear and tear. CSU further agrees to pay for
packing,
crating, transportation to Contractor's nearest facility and for reimbursement to Contractor for expenses
incurred for its
assistance in such packing and crating.
13. Cancellation
CSU has the right to cancel this Contract at any time and without future financial obligation upon thirty (30)
days written notice to Contractor.
14. Termination for Default
CSU may terminate the Contract and be relieved of the payment of any consideration to Contractor should
Contractor fail to perform the covenants herein contained at the time and in the manner herein provided. In the
event of such termination, the CSU may proceed with the work in any manner deemed proper by the CSU. The
cost to the CSU shall be deducted from any sum due the Contractor under the Contract, and the balance, if any,
shall be paid the Contractor upon demand.
15. Rights and Remedies of CSU for Default
(a) In the event any Deliverables furnished or services provided by Contractor in the performance of this Contract
should fail to conform to the requirements herein, or to the sample submitted by Contractor, CSU may reject
the same, and it shall thereupon become Contractor’s duty to forthwith reclaim and remove all nonconforming
deliverables and correct the performance of services, without expense to the CSU, and to immediately replace
all such rejected items with others conforming to the specifications or samples. Should Contractor fail,
neglect, or refuse to do so, CSU shall thereupon have the right, but not the obligation, to purchase in the open
market, in lieu thereof, a corresponding quantity of any such items and to deduct the cost of such cover from
any moneys due or that may thereafter become due to Contractor.
(b) In the event Contractor fails to make prompt delivery of any item as specified in the Contract, the same
conditions as to CSU’s right, but not obligation, to purchase in the open market and receive reimbursement
from Contractor, as set forth in (a), above shall apply.
(c) In the CSU terminates this Contract, either in whole or in part, for Contractor’s default or breach, Contractor
shall compensate CSU, in addition to any other remedy CSU may have available to it, for any loss or damage
sustained and cost incurred by the CSU in procuring any items that Contractor agreed to supply.
(d) CSU’s rights and remedies provided above shall not be exclusive and shall be in addition to any other rights
and remedies provided by law, equity or this Contract.
16. Warranty
Contractor warrants that
(i) deliverables and services furnished hereunder will conform to the requirements of this Contract
(including, without limitation, all descriptions, specifications, and drawings identified in the
Statement of Work, if any), and
(ii) the deliverables will be free from defects in materials and workmanship. Where the parties have
agreed to design specifications in the Statement of Work directly or by reference, Contractor
warrants the deliverables shall provide all functionality required thereby.
7-5-19 56 RFP #001326-Jun2019
17. Safety and Accident Prevention
In performing work under this Contract on CSU premises, Contractor shall conform to all specific safety
requirements contained in this Contract or as required by law or regulation. Contractor shall take all additional
precautions as the CSU may reasonably require for safety and accident prevention purposes. Contractor’s
violation of such rules and requirements, unless promptly corrected, shall constitute a material breach of this
Contract.
18. Insurance Requirements
The Contractor shall not commence Work until it has obtained all the insurance required in this Contract, and
such insurance has been approved by the CSU.
(a) Policies and Coverage.
(1) The Contractor shall obtain and maintain the following policies and coverage:
(i) Comprehensive or Commercial Form General Liability Insurance, on an occurrence basis,
covering Work done or to be done by or on behalf of the Contractor and providing insurance for
bodily injury, personal injury, property damage, and contractual liability. The aggregate limit
shall apply separately to the Work.
(ii) Business Automobile Liability Insurance on an occurrence basis, covering owned, hired, and
non-owned
automobiles used by or on behalf of the Contractor and providing insurance for bodily injury,
property damage, and contractual liability. Such insurance shall include coverage for uninsured
and underinsured motorists
(iii) Worker's Compensation including Employers Liability Insurance as required by law.
(2) The Contractor also may be required to obtain and maintain the following policies and coverage:
(i) Environmental Impairment Liability Insurance should the Work involve hazardous materials,
such as asbestos,
lead, fuel storage tanks, and PCBs.
(ii) Other Insurance by agreement between the Trustees and the Contractor.
(b) Verification of Coverage.
The Contractor shall submit original certificates of insurance and endorsements to the policies of insurance
required by the Contract to the Trustees as evidence of the insurance coverage. Renewal certifications and
endorsements shall be timely filed by the Contractor for all coverage until the Work is accepted as complete.
The Trustees reserve the right to require the Contractor to furnish the Trustees complete, certified copies of all
required insurance policies.
(c) Insurance Provisions.
Nothing in these insurance provisions shall be deemed to alter the indemnification provisions in this
Agreement. The insurance policies shall contain, or be endorsed to contain, the following provisions.
(1) For the general and automobile liability policies, the State of California, the Trustees of the California
State University, the University, their officers, employees, representatives, volunteers, and agents are to
be covered as additional insureds.
(2) For any claims related to the Work, the Contractor’s insurance coverage shall be primary insurance as
respects the State of California, the Trustees of the California State University, the University, their
officers, employees, representatives, volunteers, and agents. Any insurance or self-insurance maintained
by the State of California, the Trustees of the California State University, the University, their officers,
employees, representatives, volunteers, and agents shall be in excess of the Contractor’s insurance and
shall not contribute with it.
(3) Each insurance policy required by this section shall state that coverage shall not be canceled by either
the Contractor or the insurance carrier, except after thirty (30) Days prior written notice by certified
mail, return receipt requested, has been given to the Trustees.
(4) The State of California, the Trustees of the California State University, the University, their officers,
employees, representatives, volunteers, and agents shall not by reason of their inclusion as additional
insureds incur liability to the insurance carriers for payment of premiums for such insurance.
(d) Amount of Insurance.
(1) For all projects, the insurance furnished by Contractor under this Agreement shall provide coverage in
amounts not less than the following, unless a different amount is stated in the Supplementary General
Conditions:
7-5-19 57 RFP #001326-Jun2019
(i) Comprehensive or Commercial Form General Liability Insurance--Limits of Liability
$2,000,000 General Aggregate
$1,000,000 Each Occurrence--combined single limit for bodily injury and property damage.
(ii) Business Automobile Liability Insurance-Limits of Liability
$1,000,000 Each Accident-- combined single limit for bodily injury and property damage to
include uninsured and underinsured motorist coverage.
(iii) Workers’ Compensation limits as required by law with Employers Liability limits of
$1,000,000.
(2) For projects involving hazardous materials, the Contractor shall provide additional coverage in amounts
not less than the following, unless a different amount is stated in the Supplementary General Conditions:
(i) Environmental Impairment (pollution) Liability Insurance-Limits of Liability
$10,000,000 General Aggregate
$ 5,000,000 Each Occurrence-- combined single limit for bodily injury and property damage,
including cleanup costs.
(ii) In addition to the coverage for Business Automobile Liability Insurance, the Contractor shall
obtain for hazardous material transporter services:
(a) MCS-90 endorsement
(b) Sudden & Accidental Pollution endorsement--Limits of Liability*
$2,000,000 Each Occurrence
$2,000,000 General Aggregate
*A higher limit on the MCS-90 endorsement required by law must be matched by the Sudden & Accidental
Pollution Insurance.
With the Trustees’ approval, the Contractor may delegate the responsibility to provide this additional coverage
to its hazardous materials subcontractor. When the Contractor returns its signed project construction phase
agreement to the Trustees, the Contractor shall also provide the Trustees with a letter stating that it is requiring
its hazardous materials subcontractor to provide this additional coverage, if applicable. The Contractor shall
affirm in this letter that the hazardous materials subcontractor’s certificate of insurance shall also adhere to all
CSU requirements. Further, this letter will provide that the subcontractor’s certificate of insurance will be
provided to the Trustees as soon as the Contractor fully executes its subcontract with the hazardous materials
subcontractor, or within 30 Days of the Notice to Proceed, whichever is less.
(e) Acceptability of Insurers.
Insurers shall be licensed by the State of California to transact insurance and shall hold a current A.M. Best’s
rating of A:VII, or shall be a carrier otherwise acceptable to the University.
(f) Subcontractor’s Insurance.
Contractor shall ensure that its subcontractors are covered by insurance of the types required by this Contract,
and that the amount of insurance for each subcontractor is appropriate for that subcontractor’s Work.
Contractor shall not allow any subcontractor to commence Work on its subcontract until the insurance has
been obtained, and approved by the CSU. Only the Contractor and its hazardous materials subcontractor(s)
shall have the coverage for projects involving hazardous materials.
(g) Miscellaneous.
(1) Any deductible under any policy of insurance required in this Contract shall be Contractor’s liability.
(2) Acceptance of certificates of insurance by the Trustees shall not limit the Contractor’s liability under
the Contract.
(3) In the event the Contractor does not comply with these insurance requirements, the Trustees may, at
its option, provide insurance coverage to protect the Trustees. The cost of the insurance shall be paid
by the Contractor and, if prompt payment is not received, may be deducted from Contract sums
otherwise due the Contractor.
(4) If the Trustees are damaged by the failure of Contractor to provide or maintain the required insurance,
the Contractor shall pay the Trustees for all such damages.
(5) The Contractor’s obligations to obtain and maintain all required insurance are non-delegable duties
under this Contract.
(6) The Contractor’s liability for damages proximately caused by acts of God (as defined in Public
Contract Code section 7105) and not involving Contractor negligence shall be limited to five percent
of the Contract.
7-5-19 58 RFP #001326-Jun2019
19. General Indemnity
Contractor shall indemnify, defend, and hold harmless the State of California, Board of Trustees of the
California State University, CSU, and their respective officers, agents and employees from any and all claims
and losses accruing or resulting to any other person, firm or corporation furnishing or supplying work, service,
materials or supplies in connection with the performance of this Contract, and from any and all claims and
losses accruing or resulting to any person, firm or corporation related to, arising out of or resulting from
Contractor’s performance of this Contract.
20. Invoices
Invoices shall be submitted, in arrears, to the address stipulated in the Contract. The Contract number must be
included on the invoice. Final invoice shall be marked as such.
(a) In the event that additional services are required, the Contractor shall submit invoices in accordance
with provisions herein.
(b) For work of a continuing nature, the Contractor shall submit invoices in arrears, upon completion of
each phase. Contractor shall be reimbursed for travel, subsistence and business expenses necessary
for the performance of services pursuant to the Contract in accordance with CSU policy.
(c) Unless otherwise specified, the CSU shall pay properly submitted invoices not more than 45 days
after
(i) the performance completion date of services; or
(ii) receipt of an undisputed invoice, whichever is later. Late payment penalties shall not apply
to this Contract.
(d) The consideration to be paid Contractor, as described within the Contract, shall be in full
compensation for all of Contractor’s expenses incurred in the performance hereof, including travel
and per diem, unless otherwise expressly so provided.
21. Document Referencing
All correspondence, invoices, bills of lading, shipping memos, packages, etc., must show the Contract number.
If factory shipment, the factory must be advised to comply. Invoices not properly identified with the Contract
number and Contractor identification number may be returned to Contractor and may cause delay in payment.
22. Use of Data
Contractor shall not utilize any non-public CSU information it may receive by reason of this Contract, for
pecuniary gain not contemplated by this Contract, regardless whether Contractor is or is not under contract at
the time such gain is realized. CSU specific information contained in the report, survey, or other product
developed by Contractor pursuant to this Contract is the property of CSU, and shall not be used in any manner
by Contractor unless authorized in writing by CSU.
23. Confidentiality of Data
(a) Contractor acknowledges the privacy rights of individuals to their personal information that are expressed in
the Information Practices Act (California Civil Code Section 1798 et seq.) and in California Constitution
Article 1, Section 1. Contractor shall maintain the privacy of personal information and protected data as
confidential information. Contractor shall not use, disclose, or release confidential information contained in
CSU records without full compliance with applicable state and federal privacy laws, and this Contract.
Contractor further acknowledges and agrees to comply with Federal privacy laws, such as the Gramm-Leach-
Bliley Act (Title 15, United States Code, Sections 6801(b) and 6805(b)(2)) applicable to financial transactions,
and the Family Educational Rights and Privacy Act (Title 20, United States Code, Section 1232g) applicable to
student education records and information from student education records. Contractor shall maintain the
privacy of confidential information and shall be financially responsible for any notifications to affected
persons (after prompt consultation with CSU) whose personal information is disclosed by any security breach
relating to confidential information resulting from Contractor’s or its personnel’s acts or omissions. Further, If
so requested by CSU, Contractor shall be administratively responsible for providing such notification in the
most expedient time possible consistent with the methods prescribed in California Civil Code 1798.29g and
1798.82g.
(b) Contractor further agrees that all financial, statistical, personal, technical and other data and information
relating to CSU's operation designated “confidential” by CSU, and not otherwise subject to disclosure under
7-5-19 59 RFP #001326-Jun2019
the California Public Records Act, and made available to Contractor to perform this Contract or which become
available to Contractor while performing this Contract, shall be protected by Contractor using the same level
of care it takes to protect its own information of a similar nature, but in no event less than reasonable care. If
required by a court of competent jurisdiction or an appropriate administrative body with legal authority to
order the disclosure of confidential information or protected data, Contractor will notify CSU in writing prior
to any such disclosure to give CSU an opportunity to oppose any such disclosure. Prior to any disclosure of
confidential information as required by legal process, Contractor shall: (1) Notify CSU of any actual or
threatened legal compulsion of disclosure, and any actual legal obligation of disclosure, immediately upon
becoming so obligated; and
(c) Contractor shall cooperate with any litigation or investigation proceedings concerning protected data loss or
other breach of Contractor’s obligations under this Contract. Any access, transmission, or storage of protected
data outside the United States must be approved in writing by CSU in advance. Contractor’s failure to comply
with any provision of this Section shall constitute a material breach of the Contract.
24. Information Security Requirements
(a) Contractor is required to comply with CSU Information Security Requirements as described in Rider A,
Supplemental Provisions for General Provisions for Service Acquisitions, attached hereto and by reference
made a part of this agreement.
(b) Information Security Plan
Contractor is required to maintain an Information Security Plan sufficient to protect the sensitive and/or
confidential CSU data to which they have access. Requirements for the Information Security Plan are
described in Rider A.
(c) Personal Security Requirements
Contractor shall require all its affiliates and subcontractors, as a condition to their engagement, to agree to be
bound by provisions substantially the same as those included in this Agreement related to information security
matters only. Contractor shall not knowingly permit a representative or subcontractor to have access to CSU
records, confidential data, or premises of the CSU when such representative or subcontractor has been
convicted of a felony.
25. Patent, Copyright, and Trade Secret Indemnity
(a) Contractor shall indemnify, defend, and hold harmless the State of California, Board of Trustees of the
California State University, CSU, and their respective officers, agents, and employees (collectively referred to
as CSU), from any and all third party claims, costs (including without limitation reasonable attorneys’ fees),
and losses for infringement or violation of any Intellectual Property Right, domestic or foreign, by any product
or service provided hereunder. With respect to claims arising from computer Hardware or Software
manufactured by a third party and sold by Contractor as a reseller, Contractor will pass through to CSU, in
addition to the foregoing provision, such indemnity rights as it receives from such third party (“Third Party
Obligation”) and will cooperate in enforcing them; provided that if the third party manufacturer fails to honor
the Third Party Obligation, Contractor will provide CSU with indemnity protection.
(i) CSU will notify Contractor of such claim in writing and tender its defense within a reasonable
time; and
(ii)Contractor will control the defense of any action on such claim and all negotiations for its
settlement or compromise, except when substantial principles of government or public law are
involved, when litigation might create precedent affecting future CSU operations or liability, or
when involvement of the CSU is otherwise mandated by law. In such case no settlement shall
be entered into on behalf of CSU without CSU’s written approval.
(b) Contractor may be required to furnish CSU a bond against any and all loss, damage, costs, expenses, claims
and liability for patent, copyright and trade secret infringement.
(c) Should the Deliverables or Software, or the operation thereof, become, or in the Contactor’s opinion are likely
to become, the subject of a claim of infringement or violation of a Intellectual Property Right, whether
domestic or foreign, CSU shall permit Contractor at its option and expense either to procure for CSU the right
to continue using the Deliverables or Software or to replace or modify the same so they become non-
infringing, provided they comply with Contract and performance requirements and/or expectations. If neither
option can reasonably practicable or if the use of such Deliverables or Software by CSU shall be prevented by
injunction, Contractor agrees to take back such Deliverables or Software and use its best effort to assist CSU in
7-5-19 60 RFP #001326-Jun2019
procuring substitute Deliverables or Software at Contractors cost and expense. If, in the sole opinion of CSU,
the return of such infringing Deliverables or Software makes the retention of other Deliverables or Software
acquired from Contractor under this Contract impracticable, CSU shall then have the option of terminating this
Contract, or applicable portions thereof, without penalty or termination charge. Contractor agrees to take back
such Deliverables or Software and refund any sums CSU paid Contractor less any reasonable amount for use
or damage.
(d) Contractor certifies it has appropriate systems and controls in place to ensure State funds will not be used in
the performance of this Contract for the acquisition, operation or maintenance of computer Software in
violation of copyright laws.
26. Rights in Work Product All inventions, discoveries, intellectual property, technical communications and records originated or prepared
by Contractor pursuant to this Contract, including papers, reports, charts, computer programs, and other
Documentation or improvements thereto, and including Contractor's administrative communications and
records relating to this Contract (collectively, the "Work Product"), shall be Contractor's exclusive
property. The provisions of this section may be revised in a Statement of Work. However, all finished product
or deliverables required under this contract shall be the exclusive property of the CSU and may be used at
CSU’s discretion.
27. Examination and Audit
For contracts in excess of $10,000, Contractor shall be subject to the examination and audit by
(a) the Office of the University Auditor, and
(b) the Bureau of State Audits, for a period of three (3) years after final payment under the Contract. The
examination and audit shall be confined to those matters connected with the performance of the contract,
including, but not limited to, the costs of administering the Contract. Note: Authority Cited: Government Code
Section 8546.7; Education Code Section 89045(c&d), respectively.
28. Dispute
Any dispute arising under or resulting from this Contract that is not resolved within 60 days of time by
authorized representatives of Contractor and CSU shall be brought to the attention of Contractor’s Chief
Executive Officer (or designee) and CSU’s Chief Business Officer (or designee) for resolution. Either
Contractor or CSU may request that the CSU Vice Chancellor, Business and Finance (or designee) participate
in the dispute resolution process to provide advice regarding CSU contracting policies and procedures. If this
informal dispute resolution process is unsuccessful, the parties may pursue all remedies not inconsistent with
this Contract. Despite an unresolved dispute, Contractor shall continue without delay in performing its
responsibilities under this Contract. Contractor shall accurately and adequately document all service it has
performed under this Contract.
29. Conflict of Interest
CSU requires a Statement of Economic Interests (California Form 700) to be filed by any Consultant (or
Contractor) who is involved in the making or participation in the making of decisions which may foreseeably
have a material effect on any CSU financial interest.
30. Follow-On Contracts
No person, firm, or subsidiary thereof who has been awarded a contract for Consulting Services or providing
Direction (as
provided below) may submit be awarded a contract for the provision of services, or any other related action
that is required,
suggested, or otherwise deemed appropriate in the end product of the consulting services contract.
(a) If Contractor or its affiliates provides Consulting and Direction, Contractor and its affiliates:
(i) shall not be awarded a subsequent Contract to supply the service or system, or any significant
component thereof, that is used for, or in connection with, any subject of such Consulting and
Direction; and
7-5-19 61 RFP #001326-Jun2019
(ii) shall not act as consultant to any person or entity that does receive a Contract described in sub-
section (i). This prohibition will continue for one (1) year after termination of this Contract or
completion of the Consulting and Direction, whichever is later.
(b) “Consulting and Direction” means services for which Contractor received compensation from CSU and
includes:
(i) development of, or assistance in the development, of work statements, specifications, solicitations, or
feasibility studies;
(ii) development or design of test requirements;
(iii) evaluation of test data;
(iv) direction of or evaluation of another Contractor;
(v) provision of formal recommendations regarding the acquisition of products or services; or
(vi) provisions of formal recommendations regarding any of the above. For purposes of this Section,
“affiliates” are employees, directors, partners, joint venture participants, parent corporations,
subsidiaries, or any other entity controlled by, controlling, or under common control with
Contractor. Control exists when an entity owns or directs more than fifty percent (50%) of the
outstanding shares or securities representing the right to vote for the election of directors or other
managing authority.
(c) Except as prohibited by law, the restrictions of this Section will not apply:
(i) to follow-on advice given by vendors of commercial off-the-shelf products, including Software and
Hardware, on the operation, integration, repair, or maintenance of such products after sale; or
(ii) where CSU has entered into a Contract for Software or services and the scope of work at the time of
Contract execution expressly calls for future recommendations among the Contractor’s own
products.
(d) The restrictions set forth in this Section are in addition to conflict of interest restrictions imposed on public
Contractors by California law (“Conflict Laws”). In the event of any inconsistency, such Conflict Laws
override the provisions of this Section, even if enacted after execution of this Contract.
31. Endorsement
Nothing contained in this Contract shall be construed as conferring on any party, any right to use the other
party’s name as an endorsement of product/service or to advertise, promote or otherwise market any product or
service without the prior written consent of the other party. Furthermore nothing in this Contract shall be
construed as endorsement of any commercial product or service by the CSU, its officers or employees.
32. Covenant Against Gratuities
Contractor shall warrant that no gratuities (in the form of entertainment, gifts, or otherwise) were offered or
given by Contractor, or any agent or representative of Contractor, to any officer or employee of CSU with a
view toward securing the Contract or securing favorable treatment with respect to any determinations
concerning the performance of the Contract. For breach or violation of this warranty, CSU shall have the right
to terminate the Contract, either in whole or in part, and any loss or damage sustained by CSU in procuring on
the open market any items that Contractor agreed to supply shall be borne and paid for solely by Contractor.
CSU’s rights and remedies provided in this clause shall not be exclusive and are in addition to any other rights
and remedies provided by law, equity or under the Contract.
33. Nondiscrimination (a) During the performance of this Contract, Contractor and its subcontractors shall not unlawfully discriminate,
harass or allow harassment, against any employee or applicant for employment because of sex, sexual
orientation, race, color, ancestry, religious creed, national origin, disability (including HIV and AIDS), medical
condition, age, marital status, and denial of family care leave. Contractor and subcontractors shall insure that
the evaluation and treatment of their employees and applicants for employment are free from such
discrimination and harassment.
(b) Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act
(Government Code, Section 12990 et seq.) and the applicable regulations promulgated thereunder (California
Code of Regulations, Title 2, Section 7285.0 et seq.). The applicable regulations of the Fair Employment and
Housing Commission implementing Government Code Section 12990 (a f), set forth in Chapter 5 of Division
4 of Title 2 of the California Code of Regulations are incorporated into this Contract by reference and made a
7-5-19 62 RFP #001326-Jun2019
part hereof as if set forth in full. Contractor and its subcontractors shall give written notice of their obligations
under this clause to labor organizations with which they have a collective bargaining or other agreement.
(c) Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to
perform work under the Contract.
34. Compliance with NLRB Orders
Contractor declares under penalty of perjury under the laws of the State of California that no more than one
final, unappeasable finding of contempt of court by a federal court has been issued against Contractor within
the immediately preceding two-year period because of Contractor's failure to comply with an order of a federal
court to comply with an order of the National Labor Relations Board. Note: Cite Authority: PCC 10296
35. Drug-Free Workplace Certification
Contractor certifies that Contractor shall comply with the requirements of the Drug-Free Workplace Act of
1990 and shall provide a drug-free workplace by taking the following actions:
(a) Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or
use of a controlled substance is prohibited and specifying actions to be taken against employees for violations
(b) Establish a Drug-Free Awareness Program to inform employees about all of the following:
(i) the dangers of drug abuse in the workplace;
(ii) the person's or organization's policy of maintaining a drug-free workplace;
(iii) any available counseling, rehabilitation and employee assistance programs; and,
(iv) penalties that may be imposed upon employees for drug abuse violations.
(c) Provide that every employee who works on the proposed or resulting Contract:
(i) will receive a copy of the company's drug-free policy statement; and,
(ii) will agree to abide by the terms of the company's statement as a condition of employment on the
Contract. Note: Authority Cited: Government Code Section 8350-8357
36. Forced, Convict, Indentured and Child Labor By accepting a contract with CSU, Contractor:
(a) certifies that no equipment, materials, or supplies furnished to CSU pursuant to this Contract have been
produced in whole or in part by sweatshop labor, forced labor, convict labor, indentured labor under penal
sanction, abusive forms of child labor or exploitation of children in sweatshop labor, or with the benefit of
sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child
labor or exploitation of children in sweatshop labor. Contractor further certifies it will adhere to the Sweatfree
Code of Conduct as set forth on the California Department of Industrial Relations website located at
http://www.dir.ca.gov/, and Public Contract Code Section 6108.
(b) agrees to cooperate fully in providing reasonable access to its records, documents, agents or employees, or
premises if reasonably required by authorized officials of the State, the Department of Industrial Relations, or
the Department of Justice to determine Contractor's compliance with the requirements under paragraph (A).
37. Recycled Content Certification
To the extent that services involve the supply of post-consumer materials (see below) Contractor shall certify
in writing the minimum, if not exact, percentage of post-consumer material, as defined in Public Contract
Code Section 12200, in products, materials, goods, or supplies offered or sold to CSU regardless whether the
product meets the requirements of Section 12209. With respect to printer or duplication cartridges that comply
with the requirements of Section 12156(e), the certification required by this subdivision shall specify that the
cartridges so comply (PCC 12205).
38. Child Support Compliance Act
For any contract in excess of $100,000, Contractor acknowledges in accordance with Public Contract Code
Section 7110, that:
(a) Contractor recognizes the importance of child and family support obligations and shall fully comply with all
applicable state and federal laws relating to child and family support enforcement, including, but not limited
to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8
(commencing with Section 5200) of Part 5 of Division 9 of the Family Code; and
7-5-19 63 RFP #001326-Jun2019
(b) Contractor, to the best of its knowledge, is fully complying with the earnings assignment orders of all
employees and is providing the names of all new employees to the New Hire Registry maintained by the
California Employment Development Department.
39. Americans With Disabilities Act (ADA)
Contractor warrants that it complies with California and federal disabilities laws and regulations. (Americans
with Disabilities Act of 1990,42 U.S.C. 12101 et seq). Contractor hereby warrants the products or services it
will provide under this Contract comply with the accessibility requirements of Section 508 of the
Rehabilitation Act of 1973, as amended (29 U.S.C. 794d), and its implementing regulations set forth at Title
36, Code of Federal Regulations, Part 1194. Contractor agrees to promptly respond to and resolve any
complaint regarding accessibility of its products or services. Contractor further agrees to indemnify and hold
harmless CSU from any claims arising out of Contractor’s failure to comply with the aforesaid requirements.
Failure to comply with these requirements shall constitute a material breach of this Contract.
40. Debarment and Suspension
By accepting a contract with the CSU, Contractor certifies neither it nor its principals or its subcontractors are
presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from
participation in this transaction by any federal department or agency (2 Code Federal Regulations[CFR]
180.220, in accordance with the Office of Management and Budget guidelines at 2 CFR 180 that implement
Executive Orders 12549 (3 CFR Part 1986 Comp., p. 189) and 12689 (3 CFR Part 1989 Comp., p. 235)).
41. Expatriate Corporations
Contractor declares and certifies that it is not and expatriate corporation, and is not precluded from contracting
with CSU by The California Taxpayer and Shareholder Protection Act of 2003, Public Contract Code Section
10286, et seq.
42. Citizenship and Public Benefits
If Contractor is a natural person, Contractor certifies he or she is a citizen or national of the United States or
otherwise qualified to receive public benefits under the Personal Responsibility and Work Opportunity
Reconciliation Act of 1996 (P.L. 104-193; 110 STAT.2105, 2268-69).
43. Loss Leader
Contractor certifies and declares it is not engaged in business within this State of California to sell or use any
article or product as a "loss leader" as defined in Section 17030 of the Business and Professions Code. Note:
Authority Cite: (PCC 12104.5(b).)
44. DVBE and Small Business Participation
(a) If Contractor has committed to achieve small business (SB) participation it shall, within 60 days of receiving
final payment under this Contract (or within such other time period as may be specified elsewhere in this
Contract), report to CSU: (1) the name and address of the SB(s) who participated in the performance of the
Contract; (2) the total amount the prime Contractor received under the Contract; and (3) the amount each SB
received from the prime Contractor.(Govt. Code § 14841.)
(b) If Contractor has committed to achieve disabled veteran business enterprise (DVBE) participation, it shall,
within 60 days of receiving final payment under this Contract (or within such other time period as may be
specified elsewhere in this Contract), report to CSU:
(1) the name and address of the DVBE(s) who participated in the performance of the Contract;
(2) the total amount the prime Contractor received under the Contract; and
(3) the amount each DVBE received from the prime Contractor. The Contractor shall also certify that
all payments under the Contract have been made to the DVBE. A person or entity that knowingly
provides false information shall be subject to a civil penalty for each violation. (Mil. & Vets. Code
§ 999.5(d); Govt. Code § 14841.)
45. Contractor’s Staff
Contractor warrants that its staff assigned to performing work under this Contract are legally able to perform
such duties in the country where the work is being performed.
7-5-19 64 RFP #001326-Jun2019
Appendix A - CSU Information Security Requirements Supplemental Provisions
to CSU General Provisions for Service Acquisitions
Introduction
This document contains contract language to be used to develop supplemental provisions for CSU General Provisions for Service Acquisition contracts involving the use of CSU information assets. This language is intended to be used when the nature of the information asset or resource requires protection. Use of supplemental contract language is required in order to comply with ICSUAM Policy 8040 Section 200, Payment Card Industry Data Security Standards (PCI DSS), NACHA, FERPA, and the Health Insurance Portability and Accountability Act (HIPAA). Additionally, supplemental language may be used to manage risks associated with allowing contractors to access, store or otherwise manage CSU information assets.
DEFINITIONS
Affiliate - an entity now or hereafter controlled by, controlling or under common control with a Party. Control exists when an entity owns or controls more than 50% of the outstanding shares or securities representing the right to vote for the election of directors or other managing authority of another entity. Confidential Information - The term “Confidential Information” shall mean this Agreement and all proprietary information, data, trade secrets, business information, any Protected Information regarding students, employees or other individuals or entities, including but not limited to, Social Security numbers, other tax identification numbers, credit card, bank account and other financial information, and other information of any kind whatsoever which:
a) a Party (“Discloser’) discloses, in writing, orally or visually, to the other Party (“Recipient”) or to which Recipient obtains access in connection with the negotiation and performance of this Agreement, and which
b) relates to: i. the Discloser, or
ii. in the case of Contractor as Recipient, the CSU, its students and employees, and its third-party contractors or licensors who have made confidential or proprietary information available to the CSU.
Contractor – Contractor is any party to an agreement with the CSU along with any Contractor Representative, Subcontractor, Affiliate, or other entity over whom the Contractor has control. CSU Information Assets – Information systems, data, and network resources to include automated files and databases. CSU Protected Data - data defined as “Protected Level 1” and “Protected Level 2” in the CSU Data Classification Standard Reference: http://calstate.edu/icsuam/sections/8000/8065_FINAL_DRAFT_Data_Classification_CW_V4.pdf Party – The CSU or Contractor.
7-5-19 65 RFP #001326-Jun2019
Relationship Manager - the respective employees of each Party that each Party shall designate to act on its behalf with regard to matters arising under this Agreement; each Party shall notify the other in writing of the name of their Relationship Manager; however, the Relationship Manager shall have no authority to alter or amend any term, condition or provision of the Agreement; further, each Party may change its Relationship Manager by providing the other Party with prior written notice. Representative - an employee, officer, director, or agent of a Party. Subcontractor - a third party to whom Contractor has delegated or subcontracted any portion of its obligations set forth herein. Work Product - All discoveries, inventions, work of authorship or trade secrets, or other intellectual property and all embodiments thereof originated by Contractor within the scope of Services provided under this Agreement, whether or not prepared on CSU’s premises.
1.0 ACKNOWLEGEMENT
Contractor acknowledges that its contract/purchase order with the California State University (“the CSU”) may allow the Contractor access to CSU Protected Data including, but not limited to, personal information, student records, health care information, or financial information. This data may be transferred in various forms, notwithstanding the manner in which or from whom it is received by Contractor subject to state laws that restrict the use and disclosure of such information, including the California Information Practices Act (California Civil Code Section 1798 et seq.) and the California Constitution Article 1, Section 1. Contractor represents and warrants that it will keep CSU Protected Data confidential both during the Term and after the termination of the Agreement.
2.0 DISCLOSURE REQUIREMENTS
Contractor agrees that it will include all of the terms and conditions contained in this agreement in all subcontractor contracts providing services under this Agreement. Contractor shall not use or disclose CSU Protected Data other than to carry out the purposes of this agreement. Contractor shall not disclose any CSU Protected Data other than on a “need to know” basis and then only:
a. To its representatives, provided however, that each such employee or officer has entered into a confidentiality agreement;
b. To affiliates of or Subcontractors to Contractor, only if previously approved by the CSU and
provided that
i. Use by such Affiliates or Subcontractor shall be limited to the purpose of this agreement;
ii. Affiliate or Subcontractor is bound by contract and or confidentiality agreement to protect CSU data from unauthorized access.
If required by a court of competent jurisdiction or an administrative body to disclose Protected Data, Contractor shall notify the CSU in writing prior to any such disclosure in order to give the CSU an
7-5-19 66 RFP #001326-Jun2019
opportunity to oppose any such disclosure. Prior to any disclosure of Confidential Information as required by legal process, the Contractor shall:
c. Notify the CSU of any, actual or threatened legal compulsion of disclosure, and any actual legal
obligation of disclosure immediately upon becoming so obligated, and d. Delay disclosure until the CSU has provided contractor with notice that they will oppose or
agree to such disclosure or the time specified for legal compliance is reached.
Any access, transmission, or storage of Protected Data outside the United States shall require prior written authorization by the CSU. 2.1 Exceptions to Obligations of Confidentiality With the exception of the data classified as “Protected Level 1” or “Protected Level 2” under the CSU Data Classification Standard, identified in (http://www.calstate.edu/icsuam/sections/8000/8065_FINAL_DRAFT_Data_Classification_CW_V4.pdf), obligations of confidentiality shall not apply to any information that:
a. Contractor rightfully has in its possession when disclosed to it, free of obligation to the CSU to maintain its confidentiality;
b. Contractor independently develops without access to CSU Protected Data; c. Is or becomes known to the public other than by breach of this contract; d. The CSU or its agent releases without restriction; or e. Contractor rightfully receives from a third party without the obligation of confidentiality.
Any combination of Protected Data disclosed with information not so classified shall not be deemed to be within one of the foregoing exclusions merely because individual portions of such combination are free of any confidentiality obligation or are separately known in the public domain.
Failure by Contractor to comply with any provision of this Section shall constitute a default subject to Paragraph 14 of the CSU General Provisions for Service Acquisitions.
3.0 INFORMATION SECURITY PLAN
3(a) Contractor acknowledges that the CSU is required to comply with information security standards for the protection of Protected Data Information required by law, regulation and regulatory guidance, as well as the CSU’s internal security policy for information and systems protection. Within 30 days of the Effective Date of the Agreement and subject to the review and approval of the CSU, Contractor shall establish, maintain and comply with an information security plan (“Information Security Plan”), which shall contain such elements that the CSU may require after consultation with Contractor. On at least an annual basis, Contractor shall review, update and revise its Information Security Plan, subject to the CSU’s review and approval. At the CSU’s request, Contractor shall make modifications to its Information Security Plan or to the procedures and practices thereunder to conform to the CSU’s security requirements as they exist from time to time.
7-5-19 67 RFP #001326-Jun2019
Contractor’s Information Security Plan shall be designed to:
• Ensure the security, integrity and confidentiality of the CSU Protected Data; • Protect against any anticipated threats or hazards to the security or integrity of such
information; • Protect against unauthorized access to or use of such information that could result
in substantial harm or inconvenience to the person that is the subject of such information;
• Protect against unauthorized changes to or use of CSU Protected Data; and • Comply with all applicable CSU policies legal and regulatory requirements for data
protection. • Include business continuity and disaster recovery plans.
Contractor’s Information Security Plan shall include a written response program addressing the appropriate remedial measures it shall undertake in the event that there is an information security breach. Contractor shall cause all Subcontractors and other persons and entities whose services are part of the Services which Contractor delivers to the CSU or who hold CSU Protected Data, to implement an information security program and plan substantially equivalent to Contractor’s. The parties expressly agree that Contractor’s security procedures shall require that any Protected Level 1 Data transmitted or stored by Contractor only be transmitted or stored in an encrypted form approved by the CSU. In addition, Contractor represents and warrants that in performing the Services, it will comply with all applicable privacy and data protection laws and regulations of the United States including, as applicable, the provisions in the Gramm-Leach-Bliley Act, 15 U.S.C. Section 6801 et seq., the Family Education Rights and Privacy Act (“FERPA”), 20 USC Section 1232(g) et seq., and of any other applicable non-U.S. jurisdiction, including the European Union Directives, and that it will use best efforts, consistent with Federal Trade Commission and other applicable guidance, to protect CSU’s Protected Information from identity theft, fraud and unauthorized use. Failure by Contractor to comply with any provision of this Section shall constitute a default subject to Paragraph 14 of the CSU General Provisions for Information Technology Acquisitions.
3(b) Contractor agrees that it will protect CSU Protected Data according to published information security policy and standards and no less rigorously than it protects its own confidential information but in no case less than reasonable care. Contractor shall develop, implement, maintain and use appropriate administrative, technical and physical security measures, which may include but not be limited to encryption techniques, to preserve the confidentiality, integrity and availability of all such Protected Data. In addition, Contractor represents and warrants that in performing the Services, it will comply with all applicable privacy and data protection laws and regulations of the United States including, as applicable, the provisions in the Gramm-Leach-Bliley Act, 15 U.S.C. Section 6801 et
7-5-19 68 RFP #001326-Jun2019
seq., the Family Education Rights and Privacy Act (“FERPA”), 20 USC Section 1232(g) et seq., and of any other applicable non-U.S. jurisdiction, including the European Union Directives, and that it will use best efforts, consistent with Federal Trade Commission and other applicable guidance, to protect CSU’s Protected Information from identity theft, fraud and unauthorized use.
Failure by Contractor to comply with any provision of this Section shall constitute a default subject to Paragraph 14 of the CSU General Provisions for Information Technology Acquisitions.
4.0 INCIDENT RESPONSE MANAGEMENT
4.1 Notification of a Security Incident. Contractor shall report, in writing, to the CSU any use or disclosure of CSU Protected Data not authorized by this Agreement or authorized in writing by the CSU, including any reasonable belief that an unauthorized individual has accessed CSU Protected Data. This report shall be made to the CSU’s primary contact and its designated information security officer. It shall include details relating to any known or suspected security breach of Contractor’s system or facilities which contain CSU Protected Data or any other breach of Protected Data relating to this Agreement. This report shall be made not later than within twenty-four (24) hours after discovery, if the information was, or is reasonably believed to have been, acquired by an unauthorized person.
4.2 Notification Contents Contractor’s report shall identify:
The nature of the unauthorized use or disclosure,
The time and date of incident,
A description of CSU Protected Data used or disclosed,
Who made the unauthorized use or received the unauthorized disclosure,
What Contractor has done or shall do to mitigate any harmful effect of the unauthorized use or disclosure, and
The corrective action Contractor has taken or shall take to prevent future similar unauthorized use or disclosure.
Contractor shall provide such other information, including a written report, as reasonably requested by the CSU.
4.3 Notification to Parties Contractor agrees to fully cooperate with the CSU with the preparation and transmittal of any notice, which the CSU may deem appropriate or required by law, to be sent to affected parties regarding the known or suspected security breach, and to be financially responsible for any such notice resulting from Contractor’s, its Representatives, Affiliates, or Subcontractors acts or omissions with regard to the data security requirements of this Agreement. Contractor shall take appropriate remedial action with respect to the integrity of its security systems and processes.
5.0 COMPLIANCE
5.1 PCI-DSS Requirements
7-5-19 69 RFP #001326-Jun2019
Contractor represents and warrants that it shall implement and maintain certification of Payment Card Industry (“PCI”) compliance standards regarding data security and that it shall undergo independent third party quarterly system scans that audit for all known methods hackers use to access private information, in addition to vulnerabilities that would allow malicious software (i.e., viruses and worms) to gain access to or disrupt the network devices. If during the term of the Agreement, Contractor undergoes, or has reason to believe that it will undergo, an adverse change in its certification or compliance status with the PCI DSS standards and/or other material payment card industry standards, it will promptly notify the CSU of such circumstances. Contractor agrees to promptly provide current evidence of PCI-DSS standards at the CSU request. The form and substance of such evidence must be reasonably satisfactory to and must be certified by an authority recognized by the payment card industry for that purpose.
Contractor shall maintain and protect in accordance with all applicable laws and PCI regulations the security of all cardholder data when performing the contracted Services on behalf of the CSU. Contractor will provide reasonable care and efforts to detect fraudulent credit card activity in connection with credit card transactions processed for the CSU. Contractor shall indemnify and hold CSU harmless from loss or damages resulting from Contractor’s failure to maintain PCI compliance standard in accordance with this section. Contractor shall not be held responsible for any such loss of data if it is shown that the loss occurred as a result of the sole negligence of the CSU. 5.2 PA DSS REQUIREMENTS Contractor represents and warrants that software applications it provides for the purpose of processing payments, particularly credit card payments, are developed in accordance with and are in compliance with the standards known as Payment Application Data Security Standards (PA-DSS). As verification of this, the Contractor agrees to provide evidence that any such application it provides is certified as complying with these standards and agrees to continue to maintain that certification. The evidence may be provided in the form of the PA DSS form if the contractor self-certified, or a copy of the PA QSA if the Contractor was certified by an external party. If the contractor is unable to provide a copy of the PA DSS form of the PA QSA letter, the contractor must provide the CSU with proof of bonded insurance listing the CSU as the beneficiary in the case of a security breach. If during the term of the Agreement, Contractor undergoes, or has reason to believe that it will undergo, an adverse change in its certification or compliance status with the PA DSS standards and/or other material payment card industry standards, it will promptly notify the CSU of such circumstances. Contractor agrees promptly to provide, annual or at the request of the CSU, current evidence, in form and substance reasonably satisfactory to the CSU, of compliance with PA-DSS security standards which has been properly certified by an authority recognized by the payment card industry for that purpose.
7-5-19 70 RFP #001326-Jun2019
Contractor shall indemnify and hold CSU harmless from loss or damages resulting from Contractor’s failure to maintain PA-DDS security standards in accordance with this section. 5.3 NACHA Requirements Contractor agrees to assist the CSU in documenting compliance with NACHA rules and regulations and with compliance of security standards for the protection of ACH transactions. 5.4 Health Insurance Portability and Accountability Act (HIPAA) Requirements Contractor shall agree to use and disclose Protected Health Information in compliance with the security standards for the protection of electronic protected health information as per (45 C.F.R. Parts 160 and 164).
6.0 PERSONNEL SECURITY REQUIREMENTS
Any work to be performed in connection with this Agreement by Contractor, its Affiliates or Subcontractors must be performed in the United States, unless the prior written consent of the CSU is received to perform work outside the United States. Further, CSU Protected Data may not be transmitted or stored outside the United States without the prior written consent of the CSU. Contractor shall require all Representatives, Affiliates and Subcontractors with access to CSU Protected Data, as a condition of their engagement, to participate in annual security awareness training. Contractor shall comply and shall cause its Representatives, Affiliates and Subcontractors to comply with all personnel, facility, safety and security rules and regulations and other instructions of the CSU, when performing work at a CSU facility, and shall conduct its work at the CSU facilities in such a manner as to avoid endangering the safety, or interfering with the convenience of, CSU Representatives or customers.
Contractor shall not knowingly permit a Representative, Affiliate, or Subcontractor to have access to the records, data or premises of the CSU when such Representative, Affiliate or Subcontractor:
(a) has been convicted of a crime; (b) has engaged in a dishonest act or a breach of trust; or (b) uses illegal drugs.
Contractor agrees that under no circumstances shall any of Contractor’s Representatives, Affiliates or Subcontractors, whether full-time or part-time, connect to any CSU system or access any CSU data, for purposes of downloading, extracting, storing or transmitting information through personally owned, rented or borrowed equipment including, but not limited to mobile devices (e.g., laptops, PDAs, cell phones, etc.,)
Contractor represents that it maintains comprehensive hiring policies and procedures which include, among other things, a background check for criminal convictions, and pre-employment drug testing, all to the extent permitted by law. Contractor shall conduct thorough background checks and obtain references for all its Representatives, Affiliates, and Subcontractors who have access to CSU’s protected information. Any exceptions are at variance with the CSU policy and must be approved in advance according to CSU policy guidelines.
7-5-19 71 RFP #001326-Jun2019
7.0 RECORD RETENTION REQUIREMENTS
Contractor shall maintain all records pertaining to the Services provided to the CSU under this Agreement in accordance with the CSU Retention schedule as referenced in the following link (https://www.calstate.edu/recordsretention) and if longer after termination of the Agreement, subject to applicable law or regulation. Contractor further agrees to provide to the CSU, at its request, a full copy of all such records for the CSU to maintain at a U.S. location which the CSU shall designate.
Backup data may not be archived. Destruction/deletion of data shall be in accordance with ISO 27001. Contractor to provide evidence or certification that this section has been complied with.
8.0 THE CSU RIGHT TO CONDUCT AND/OR REVIEW RISK ASSESSMENTS
8(a) A Contractor, with access to the CSU protected data, shall conduct risk assessments and/or audits of its use of CSU protected data at least annually. The Contractor shall provide the CSU with copies of its latest information security risk assessments and/or audits upon request. If any assessment and/or audit discloses material variances from the performance requirements set forth in this Agreement or a breach by Contractor of the provisions of this Agreement, Contractor shall be deemed in breach of this Agreement. 8(b) During regular business hours, the CSU may, at its sole expense and on a mutually agreed upon date (which shall be no more than fourteen (14) days after written notice), time, location and duration perform or arrange for a site visit and/or confidential audit of Contractor’s operations, facilities, financial records, and security and business continuity systems which pertain specifically to the Services.
If Contractor is not in substantial compliance with the requirements of the performance requirements set forth in this Agreement, the CSU shall be entitled, at Contractor’s expense, to perform additional such assessments and/or audits. The CSU will provide to Contractor a copy of each report prepared in connection with any such audit within thirty (30) calendar days after it prepares or receives such report. Contractor agrees to promptly take action at its expense to correct those matters or items that require correction as mutually agreed. If any assessment and/or audit discloses material variances from the performance requirements set forth in this Agreement or a breach by Contractor of the provisions of this Agreement, Contractor shall be deemed to be in default subject to Paragraph 14 of the CSU General Provisions for Service Acquisitions.
9.0 TERMINATING OR EXPIRING THE AGREEMENT – RETURN/DESTROY PROTECTED DATA
Upon the termination or expiration of this Agreement, or at any time upon the request of the CSU, Contractor and its subcontractors shall return all CSU Protected Data (and all copies and derivative works thereof made by or for Contractor). Further, Contractor and all subcontractors shall delete or erase such Protected Data, copies and derivative works thereof, from their computer systems. The CSU shall have the right to require Contractor to verify, to CSU’s satisfaction, that all CSU Protected Data has been returned, deleted or erased. Contractor agrees to fully cooperate with the CSU’s requests for verification.
BIDDER DECLARATION
1. Prime bidder information (Review attached Bidder Declaration Instructions prior to completion of this form):
a. Identify current California certification(s) (MB, SB, SB/NVSA, DVBE): ____________ or None ____ (If “None”, go to Item #2)
b. Will subcontractors be used for this contract? Yes ___ No ___ (If yes, indicate the distinct element of work your firm will perform in this contracte.g., list the proposed products produced by your firm, state if your firm owns the transportation vehicles that will deliver the products to the State,identify which solicited services your firm will perform, etc.). Use additional sheets, as necessary.
_________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________
c. If you are a California certified DVBE: (1) Are you a broker or agent? Yes ___ No ___(2) If the contract includes equipment rental, does your company own at least 51% of the equipmentprovided in this contract (quantity and value)? Yes ___ No ___ N/A ___
2. If no subcontractors will be used, skip to certification below. Otherwise, list all subcontractors for this contract. (Attach additional pages if necessary):
Subcontractor Name, Contact Person, Subcontractor Address CA Certification Work performed or goods provided Corresponding Good 51%Phone Number & Fax Number & Email Address (MB, SB, DVBE or None) for this contract % of bid price Standing? Rental?
CERTIFICATION: By signing the bid response, I certify under penalty of perjury that the information provided is true and correct.
State of California—Department of General Services, Procurement DivisionGSPD–05–105 (EST 8/05)
Page_____ of _____
RFP # 001326-Jun2019Appendix C, Bidder Declaration
Form Page 1 of 2
BIDDER DECLARATION InstructionsAll prime bidders (the firm submitting the bid) must complete the Bidder Declaration.
1.a. Identify all current certifications issued by the State of California. If the prime bidder has no Californiacertification(s), check the line labeled “None” and proceed to Item #2. If the prime bidder possesses one ormore of the following certifications, enter the applicable certification(s) on the line:• Microbusiness (MB)• Small Business (SB)• Small Business Nonprofit Veteran Service Agency (SB/NVSA)• Disabled Veteran Business Enterprise (DVBE)
1.b. Mark either “Yes” or “No” to identify whether subcontractors will be used for the contract. If the response is“No”, proceed to Item #1.c. If “Yes”, enter on the line the distinct element of work contained in the contractto be performed or the goods to be provided by the prime bidder. Do not include goods or services to beprovided by subcontractors.
Bidders certified as MB, SB, SB/NVSA, and/or DVBE must provide a commercially useful function as definedin Military and Veterans Code Section 999(e)(2)(A) for DVBEs and Government Code Section 14837(d)(4)(A)for small/microbusinesses. For questions regarding commercially useful function determinations made inconjunction with certification approval, contact the Department of General Services, Procurement Division,Office of Small Business and DVBE Certification (OSDC), OSDC Certification and Compliance Unit via email at:[email protected]
Bids must propose that certified bidders provide a commercially useful function for the resulting contract orthe bid will be deemed non-responsive and rejected by the State. For questions regarding the solicitation,contact the procurement official identified in the solicitation.
Note: A subcontractor is any person, firm, corporation, or organization contracting to perform part of theprime’s contract.
1.c. This item is only to be completed by businesses certified by California as a DVBE.
(1) Declare whether the prime bidder is a broker or agent by marking either “Yes” or “No”. The Military andVeterans Code Section 999.2 (b) defines “broker” or “agent” as a certified DVBE contractor orsubcontractor that does not have title, possession, control, and risk of loss of materials, supplies,services, or equipment provided to an awarding department, unless one or more of the disabledveteran owners has at least 51-percent ownership of the quantity and value of the materials, supplies,services, and of each piece of equipment provided under the contract.
(2) If bidding rental equipment, mark either “Yes” or “No” to identify if the prime bidder owns at least 51%of the equipment provided (quantity and value). If not bidding rental equipment, mark “N/A” for “notapplicable.”
2. If no subcontractors are proposed, do not complete the table. Read the certification at the bottom of theform and complete “Page ___ of ___” on the form.
If subcontractors will be used, complete the table listing all subcontractors. If necessary, attach additionalpages and complete the “Page ___ of ___” accordingly.
2. (continued) Column Labels
Subcontractor Name, Contact Person, Phone Number & Fax Number—List each element for allsubcontractors.
Subcontractor Address & Email Address—Enter the address and if available, an Email address.
CA Certification (MB, SB, DVBE or None)—If the subcontractor possesses a current State of Californiacertification(s), verify on the OSDC website (www.pd.dgs.ca.gov/smbus) that it is still valid and list allcurrent certifications here. Otherwise, enter “None”. [Note: A SB/NVSA should not be participating as asubcontractor]
Work performed or goods provided for this contract—Identify the distinct element of work containedin the contract to be performed or the goods to be provided by each subcontractor. Certified subcontractorsmust provide a commercially useful function for the contract. (See paragraph 1.b above for code citationsregarding the definition of commercially useful function.) If a certified subcontractor is furthersubcontracting a greater portion of the work or goods provided for the resulting contract than would beexpected by normal industry practices, attach a separate sheet of paper explaining the situation.
Corresponding % of bid price—Enter the corresponding percentage of the total bid price for the goodsand/or services to be provided by each subcontractor. Do not enter a dollar amount.
Good Standing?—Provide a response for each subcontractor listed. Enter either “Yes” or “No” to indicatethat the prime bidder has verified that the subcontractor(s) is in good standing for all of the following:
• Possesses valid license(s) for any license(s) or permits required by the solicitation or by law• If a corporation, the company is qualified to do business in California and designated by the State
of California Secretary of State to be in good standing• Possesses valid State of California certification(s) if claiming MB, SB, and/or DVBE status• Is not listed on the OSDC website as ineligible to transact business with the State
51% Rental?—This pertains to the applicability of rental equipment. Based on the following parameters,enter either “N/A” (not applicable), “Yes” or “No” for each subcontractor listed.
Enter “N/A” if the:• Subcontractor is NOT a DVBE (regardless of whether or not rental equipment is provided by the
subcontractor) or• Subcontractor is NOT providing rental equipment (regardless of whether or not subcontractor is a
DVBE)
Enter “Yes” if the subcontractor is a California certified DVBE providing rental equipment and thesubcontractor owns at least 51% of the rental equipment (quantity and value) it will be providing forthe contract.
Enter “No” if the subcontractor is a California certified DVBE providing rental equipment but thesubcontractor does NOT own at least 51% of the rental equipment (quantity and value) it will beproviding.
Read the certification at the bottom of the page and complete the “Page ___ of ___” accordingly.
State of California—Department of General Services, Procurement DivisionGSPD–05–105 (EST 8/05) Instructions
RFP # 001326-Jun2019Appendix C, Bidder Declarationm
Page 2 of 2
7-5-19 72 RFP #001326-Jun2019
APPENDIX F – SUSTAINABILITY QUESTIONNAIRE
Point Sustainability
Topic
Question Yes No N/A
1 Corporate
Commitments
Does your company have sustainability goals or a
sustainability report publicly available?
Input link or upload PDF here:
2 Sustainability
Governance
What is the highest level in your organization with
accountability for sustainability that is specified in
performance objectives, mission, goals or pay?
[Select only one]
-Board of Directors
-Executive Vice President, or Sustainability Committee with
EVP-level leadership
-Senior Vice President or Vice President, or Sustainability
Committee with SVP- or VP-level leadership
-Cross-functional, cross-divisional Sustainability Committee
-Dedicated employees in sustainability
3 Employee
Engagement
Does your company engage employees around the following
sustainability initiatives?
[Select all that apply]
-Rideshare, commuting initiatives
-Earth Day events
-Volunteering for environmental organizations
-Employee behavior change campaigns
-Other:
4 Vehicles Does your company’s fleet, heavy-or-light duty vehicles, on-
site generation and/or operational equipment use the
following? [Select all that apply]
-Hybrid, electric or PHEV
-Solar
-Wind
-Biodiesel or biogas
7-5-19 73 RFP #001326-Jun2019
5 Energy
Management
Does your company mandate and document according to a
publicly-recognized energy reduction program?
If so, please name that program (e.g. ISO, EnergyStar):
6 Carbon Does your company measure its carbon footprint?
7 Carbon Is your company’s carbon footprint publicly disclosed?
Insert link or attach PDF here:
8 Carbon Does your company have a public commitment to reducing
either absolute emissions and/or carbon intensity?
Has your company achieved a previous public commitment
to reducing either absolute emissions and/or carbon
intensity?
9 Green Power Does your company purchase green alternatives to
electricity?
[Select all that apply]
-Green Power Purchasing through utility
-On-site renewable generation (wind, solar, or biogas)
-Investment in renewable energy (e.g. tax equity)
-RECs or Offsets
10 Waste Does your company have a mandated and documented
waste-management program including the following?
[Select all that apply]
-Recycling program
-Compost program
-Specific goals for reducing waste
-Achievement of >90% diversion from landfill?
11 Supply Chain Does your company have an environment and/or
sustainability policy in your procurement process?
12 Product Do you participate in any eco- or environmentally-friendly
labeling programs for the product you are providing Sony?
If so, please describe:
7-5-19 74 RFP #001326-Jun2019
13 Product
Impact
Has your company analyzed the following for any product in
your portfolio?
[Select all that apply]
-Lifecycle assessment (LCA)
-Product carbon footprint analysis
-Cradle to Cradle CertifiedCM
-Specific targets for reducing product environmental impact
14 Certifications
and Awards
Has your company achieved LEED certification for one of it’s
buildings or interior spaces? In addition, please insert your
top awards, rankings or recognition for sustainability.
[Fill in the Blank]
[Fill in the Blank]
[Fill in the Blank]
[Fill in the Blank]
[Fill in the Blank] [points awarded if not “null”]
END OF RFP #001326-JUN2019