May 13, 2015

NOTICE OF REQUEST FOR PROPOSALS (RFP) 15-058

GENERAL CONDITIONS AND INSTRUCTIONS TO OFFERORS

for

INVESTMENT MANAGEMENT SERVICES

Key RFP Dates

Written Questions Due: 12:00 Noon, May 21, 2015

CalOptima’s Response to Offeror’s Questions Due: 4:00p.m., May 26, 2015

Offeror’s Proposal must be uploaded to BidSync Due: 12:00 Noon, June 8, 2015

***All Times listed in the RFP are current Pacific Time Zone times***

May 13, 2015

SUBJECT: NOTICE OF REQUEST FOR PROPOSALS

Gentlemen/Ladies:

CalOptima invites proposals from qualified Offerors to provide INVESTMENT MANAGEMENT SERVICES

Proposals shall be prepared, labeled, and submitted through BidSync by the due date and time listed above and labeled:

“RFP 15-058 INVESTMENT MANAGEMENT SERVICES”

Proposals must be uploaded by no later than 12:00 Noon, June 8, 2015. BidSync will not accept any proposals after the due date and time.

As required under Ordinance No. 3896 of the County of Orange, State of California, Offeror hereby acknowledges and agrees that the obligations of CalOptima under any resulting contract are solely the obligation of CalOptima, and the County of Orange, State of California, shall have no obligation or liability therefor.

The successful Offeror will be required to comply with all applicable equal opportunity laws and regulations.

Sincerely,

Ryan Prest, MBA, CPSM, CPPBSenior Buyer

TABLE OF CONTENTS

SECTION I: INSTRUCTIONS TO OFFERORS A. Examination of Proposal DocumentsB. AddendaC. General InformationD. ClarificationsE. Submission of ProposalsF. Pre-Contractual ExpensesG. Joint OffersH. Non-Collusion AffidavitI. TaxesJ. Prohibited InterestK. Nondiscrimination Clause ComplianceL. Federal, State, and Local LawsM. Contract AwardN. Assignment and SubcontractorsO. Notice of Labor DisputeP. DisputesQ. Withdrawal of OffersR. Acceptance of ContractS. Use of Offeror Response and Accompanying MaterialT. Excess Re-Procurement Liability

SECTION II: PROPOSAL CONTENT AND FORMSA. Proposal Format and ContentB. Cost and PricingC. Payment Terms

SECTION III: EVALUATION AND AWARD

SECTION IV: *SAMPLE CONTRACT

SECTION V: SCOPE OF WORK

Attachment A: AcknowledgementAttachment B: CalOptima Executive TeamAttachment C: Non-Collusion AffidavitAttachment D: Offshore Attestation*Attachment E: 2014 Audited Financial Statements*Attachment F: 2015CalOptima Investment Policy

*These will be uploaded to bidsync as their own separate document.

SECTION I.

INSTRUCTIONS TO OFFERORS

RFP 15-058

I. INSTRUCTIONS TO OFFERORS

A. EXAMINATION OF PROPOSAL DOCUMENTS

1. By submitting a proposal, the Offeror represents that it has thoroughly examined and become familiar with the work required under this RFP and that it is capable of performing quality work to achieve CalOptima’s objectives.

2. CalOptima reserves the right to remove from its VENDOR list for future RFPs, for an undetermined period of time, the name of any Offeror for failure to accept a contract, failure to respond to two (2) consecutive RFPs and/or unsatisfactory performance. Please note that a “No Bid” is considered a response.

B. ADDENDA

CalOptima may make changes to the requirements of this RFP. Any CalOptima changes to the requirements will be made electronically through BidSync. Any addenda issued pertaining to this RFP shall be incorporated into the terms and conditions of any resulting contract. CalOptima will not be bound to any modifications to or deviations from the requirements set forth in this RFP as the result of oral instruction. All addenda will be issued electronically through BidSync.

C. GENERAL INFORMATION

1. Scope

CalOptima seeks a company to provide Investment Management Services in accordance with the specifications contained within this Request for Proposal, Section V.

2. CalOptima Point of Contact

The sole point of contact for inquiries concerning this RFP is:

Ryan Prest, Senior BuyerCalOptima Purchasing Department505 City Parkway WestOrange, CA 92868(714) 347-3235rprest@caloptima.org

All communications relating to this RFP must be directed to the CalOptima contact person named above. All communications between respondents and other CalOptima staff members concerning this RFP are strictly prohibited. Failure to comply with these requirements may result in proposal disqualification.

3. Procurement Schedule

The following table documents the critical pre-award events for the procurement. All dates are subject to change at CalOptima’s discretion.

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RFP 15-058

Procurement Schedule

RFP Issue Date

Written Questions Due from Offerors

Responses to Questions Due from CalOptima

Proposal Due Date

Interviews (Tentative)

Vendor Chosen (Estimated)

Suggested Vendor provided to IAC Meeting for their Approval

Suggested Vendor provided to FAC Meeting for their Approval

Suggested Vendor provided to BOD Meeting for their Approval

Contract Effective (Estimated)

May 13, 2015 May 21, 2015

May 26, 2015

June 8, 2015

July 7 - 10, 2015

July 15, 2015

July 27, 2015

August

September

October 1, 2015

D. CLARIFICATIONS

1. Examination of Documents

Should an Offeror require clarification of this RFP, the Offeror shall notify CalOptima via BidSync and in accordance with Section D.2 below. CalOptima will issue an electronic addendum through BidSync clarifying the matter which will be sent to all persons who have requested the RFP.

2. Submitting Requests

a. All questions, clarifications or comments must be submitted through the BidSync system.

b. Inquiries received after May 21, 2015, Noon, will not be responded to.

3. CalOptima Responses to Questions

Responses from CalOptima will be communicated via BidSync to all recipients of this RFP, and will be sent no later than 4:00 p.m., May 26, 2015.

E. SUBMISSION OF PROPOSALS

1. Date and Time

PLEASE NOTE THE FOLLOWING: All proposals are to be submitted through BidSync. Proposals received after 12:00 (Noon), June 8, 2015 will not be accepted.

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RFP 15-058

2. Acceptance of Proposals

a. CalOptima reserves the right to accept or reject any and all proposals, or any item or part thereof, or to waive any informalities or irregularities in proposals.

b. CalOptima reserves the right to withdraw this RFP at any time without prior notice and CalOptima makes no representations that any contract will be awarded to any Offeror responding to this RFP.

c. CalOptima reserves the right to postpone proposal opening for its own convenience.

F. PRE-CONTRACTUAL EXPENSES

Pre-contractual expenses are defined as expenses incurred by the Offeror in:

1. preparing its proposal in response to this RFP;

2. submitting its proposal to CalOptima;

3. negotiating with CalOptima any matter related to its proposal; or

4. any other expenses incurred by the Offeror prior to date of award, if any, of the contract.

CalOptima shall not, in any event, be liable for any pre-contractual expenses incurred by Offeror in the preparation of its proposal. Offeror shall not include any such expenses as part of its proposal.

G. JOINT OFFERS

Where two or more Offerors desire to submit a single proposal in response to this RFP, they should do so on a prime-subcontractor basis rather than as a joint venture. CalOptima intends to contract with a single firm and not with multiple firms doing business as a joint venture.

H. NON-COLLUSION AFFIDAVIT

As part of their Bid Proposal, Offerors are required to complete and sign the Non-Collusion Affidavit provided as Attachment C to this RFP. Proposals that are submitted to CalOptima without a fully executed copy of the Non-Collusion Affidavit will be considered non-responsive and will be returned to the Offeror.

I. TAXES

Offeror’s proposals are subject to sales taxes.

J. PROHIBITED INTEREST

CalOptima and the Offeror covenant that to their knowledge no board member, officer or employee of CalOptima, during his or her tenure or for one (1) year thereafter, has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, or in the business of the contracting party other than CalOptima, and that if any such interest comes to the knowledge of either party at any time, a full and complete disclosure of all such information will be made in writing to the other parties, even if such interest would not be considered a conflict of interest under Article 4 of Chapter 1 of Division 4 of Title 1 (commencing with Section 1090) or Title 9 (commencing with Section 81000) of the Government code of the State of California. (See Attachment B for a listing of CalOptima’s current Board members and executive staff.)

Section I Page 3

RFP 15-058

K. NONDISCRIMINATION CLAUSE COMPLIANCE

During the performance of this Contract, Offeror and its subcontractor(s) shall not unlawfully discriminate, harass, or allow harassment, against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability, including Human Immunodeficiency Virus (HIV) and Acquired Immune Deficiency Syndrome (AIDS), AIDS-Related Complex (ARC), mental disability, medical condition (including cancer), age (over 40), marital status, and the use of family and medical care leave and pregnancy disability leave. Offeror and subcontractor(s) shall insure that the evaluation and treatment of their employees and applicants for employment are free from discrimination and harassment. Offeror and subcontractor(s) shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq. and the applicable regulations promulgated thereunder Title 2, CCR, 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, Title 2, CCR are incorporated into this Contract by reference and made a part hereof as if set forth in full. Offeror and its subcontractor(s) shall give notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. Offeror shall also fully comply with the following, to the extent applicable to the services provided by Offeror under this Contract: Title VI of the Civil Rights Act of 1964, 42 USC Section 2000d (race, color, national origin); Section 504 of the Rehabilitation Act of 1973 (29 USC §794) (nondiscrimination under Federal grants and programs); Title 45 CFR Part 84 (nondiscrimination on the basis of handicap in programs or activities receiving Federal financial assistance); Title 28 CFR Part 36 (nondiscrimination on the basis of disability by public accommodations and in commercial facilities); Title IX of the Education Amendments of 1973 (regarding education programs and activities); Title 45 CFR Part 91 and the Age Discrimination Act of 1975 (nondiscrimination based on age); as well as California Government Code Section 11135 (ethnic group identification, religion, age, sex, color, physical or mental handicap); California Civil Code Section 51 (all types of arbitrary discrimination); and all rules and regulations promulgated pursuant thereto.

Offeror shall include the nondiscrimination and compliance provisions of Article II.G. in all subcontracts under this Contract.

L. FEDERAL, STATE, AND LOCAL LAWS

Offeror warrants that in the performance of a contract with CalOptima, it shall comply with all applicable federal, state, and local laws and ordinances and all lawful orders, rules and regulations thereunder.

M. CONTRACT AWARD

Issuance of this RFP and receipt of proposals does not commit CalOptima to award a contract. CalOptima reserves the right to postpone proposal opening for its own convenience, to accept or reject any or all proposals received in response to this RFP, to negotiate with other than the selected Offeror should negotiations with the selected Offeror be terminated, to negotiate with more than one Offeror simultaneously, or to cancel all or part of this RFP. CalOptima also reserves the right to apportion the award among two or more Offerors.

N. ASSIGNMENT AND SUBCONTRACTORS

Any contract awarded by CalOptima or any interest therein or claim thereunder may not be assigned by the successful Offeror either voluntarily or by operation of law, nor may all or substantially all of any contract be further subcontracted by the successful Offeror without the prior written consent of CalOptima. No consent shall be deemed to relieve the successful Offeror of its obligations to comply fully with the requirements thereof.

O. NOTICE OF LABOR DISPUTE

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RFP 15-058

Whenever Offeror has knowledge that any actual or potential labor dispute may delay a contract, Offeror shall immediately notify and submit all relevant information to CalOptima. Offeror shall insert the substance of this entire clause in any subcontract hereunder as to which a labor dispute may delay the contract.

P. DISPUTES

Any contract awarded shall be construed and all disputes thereunder shall be settled in accordance with the laws of the State of California. Pending final resolution of a dispute, Offeror shall proceed diligently with the performance of the contract.

Q. WITHDRAWAL OF OFFERS

Offers may be withdrawn only by signature of Offeror, provided the request is received by the person whose duty it is to open proposals prior to the time fixed for proposal opening. Each proposal opened will be considered to be a valid offer, and may not be withdrawn for a period of 90 calendar days following the opening of proposals.

R. ACCEPTANCE OF CONTRACT

The successful Offeror will be required to accept a written contract in accordance with and included as a part thereof the published notice of Request for Proposals, including all requirements, conditions and specifications contained therein, with no exceptions other than those specifically listed in the written purchase order. See Section IV Sample Contract.

The Sample Contract is the only contract that will be used by CalOptima and contains certain requirements which are specific to public agency (or sector) contracting and which may not be customary in commercial business dealings. Each Offeror must review the Sample Contract and must set forth all exceptions thereto, if any, in the “request to negotiate” form provided, and must disclose any impact on the proposed price if CalOptima does not accept the exceptions. It should be noted that if the exceptions differ too greatly from the Sample Contract, CalOptima will exclude the Offeror from further consideration. If a redlined version is not submitted with the proposal, the terms submitted in the sample contract will be in force. CalOptima may disqualify and terminate negotiations with any Offeror that did not take exception to a given Sample Contract provision in its proposal and subsequently attempts to do so during negotiations. As such, it is in Offeror’s best interest to have the Sample Contract reviewed by counsel prior to submitting a proposal. CalOptima will not review any changes marked on the Contract PDF that are not included on the Request to Negotiate Form or any additional Terms & Conditions submitted on Vendor paper.

S. USE OF OFFEROR RESPONSE AND ACCOMPANYING MATERIAL

All materials submitted become the property of CalOptima and will not be returned. If the Offeror intends to submit confidential or proprietary information as part of the proposal, any limits on the use or distribution of that material should be clearly delineated in writing. However, CalOptima is a public agency and therefore subject to the Public Records Act.

CalOptima will use reasonable precautions allowed by law to avoid disclosure of the Offeror proposal. CalOptima reserves the unrestricted right to copy and disseminate the Offeror proposals for internal review and for review by external advisors, at CalOptima’s sole discretion.

T. EXCESS RE-PROCUREMENT LIABILITY

Section I Page 5

RFP 15-058

Offeror shall be liable to CalOptima for all expenses incurred by CalOptima in reprocuring elsewhere the same or similar services offered by Offeror hereunder, should Offeror fail to perform or be disqualified for failure to meet terms and conditions set forth in any awarded contract. Such reprocurement expense obligation by Offeror shall be limited to the excess over the price specified in any contract awarded for such services.

Section I Page 6

SECTION II.

PROPOSAL CONTENT AND FORMS

RFP 15-058

II - PROPOSAL CONTENT AND FORMS

A. PROPOSAL FORMAT AND CONTENT

1. Presentation

Proposals shall be typed and submitted in a Word/Excel/PDF format. Offers should not include any unnecessarily elaborate or promotional material. Information should be presented in the order in which it is requested. Please limit the length of the proposal to 75 pages (not including the Contract docs) and submit a maximum of two documents in the BidSync system.

2. Letter of Transmittal

A Letter of Transmittal shall be included with the proposal, addressed to Ryan Prest, and must, at a minimum, contain the following:

a. identification of Offeror, including name, address, e-mail address and telephone number;

b. proposed working relationship between Offeror and subcontractors, and if not applicable, indicate so;

c. the completed and signed Attachment A for the acknowledgment of receipt of all RFP addenda, if any;

d. name, title, e-mail address and telephone number of contact person during period of proposal evaluation;

e. a statement to the effect that the proposal shall remain valid for a period of not less than 150 days from the date of submittal;

f. signature of a person authorized to bind Offeror to the terms of the proposal;

g. A statement stating your intentions to bid on all Sections of the SOW.

h. A copy of your firm’s D&B Report, dated after April 30, 2015 or other evidence of firm’s financial strength;

i. A completed W9;

j. the completed and signed Non-Collusion Affidavit (attachment C);

k. the completed and signed Offshore Attestation Form (attachment D); and

l. either a statement that there are no contractual redlines to the Sample Contract (Section IV), or the completed contract “request to negotiate” form.

3. Technical Proposal

a. Qualifications, Related Experience and References of Offeror

This section of the proposal should establish the ability of Offeror to satisfactorily perform the required work by reasons of: experience in performing work of a similar nature; demonstrated competence in the services to be provided; strength and stability of the firm; staffing capability; work load; record of meeting schedules on similar projects; and supportive client reference.

Section II

RFP 15-058

Offeror shall:

provide a brief profile of the firm, including the types of services offered; the year founded; form of the organization (corporation, partnership, sole proprietorship); number, size and location of offices including offshore offices if applicable; number of employees;

provide a general description of the firm’s financial condition; identify any conditions (e.g., bankruptcy, pending litigation, planned office closures, impending merger) that may impede Offeror’s ability to complete the project;

describe the firm’s experience in performing work of a similar nature to that solicited in this RFP, and highlight the participation in such work by the key personnel proposed for assignment to this project;

The firm shall also provide information on the results of any federal or state desk reviews or field reviews of its audits during the past three (3) years. In addition, the firm shall provide information on the circumstances and status of any disciplinary action taken or pending against the firm during the past three (3) years with the state regulatory bodies or professional organizations.

identify subcontractors by company name, address, contact person, telephone number and project function and describe Offeror’s experience working with each subcontractor; and

provide, at a minimum, three (3) references for the projects cited as related experience; references shall include the name, title, address and telephone number of the person(s) at the client organization who is most knowledgeable about the work performed. Offeror may also supply references for other work not cited in this section as related experience.

b. Proposed Staffing and Project Organization

This section of the proposal should establish the qualifications of all proposed project staff including team resumes.

Offeror shall:

provide education, experience and applicable professional credentials of staff,

furnish brief resumes (not more than two [2] pages each) for the proposed personnel;

indicate adequacy of labor resources utilizing a table projecting the labor-hour allocation to the project by individual task;

identify key personnel proposed to perform the work in the specified tasks;

include a project organization chart which clearly delineates communication/reporting relationships among the project staff;

include a statement that key personnel will be available to the extent proposed for the duration of the project, acknowledging that no person designated as “key” to the project shall be removed or replaced without the prior written concurrence of CalOptima; and

Section II

RFP 15-058

indicate how the quality and experience attributes of staff over the term of the agreement will be assured. Audit staff assigned will need to be disclosed at the start of each year’s audit along with the oversight management plan.

c. Work Plan and Price Schedule

Offeror shall provide a narrative which addresses the Scope of Work and shows Offeror’s understanding of CalOptima’s needs and requirements.

Offeror shall:

Provide pricing as requested in the SOW in Section V below;

describe the approach to completing the tasks specified in the Scope of Work; and

outline sequentially the activities that would be undertaken in completing the tasks; specify by name and job description, the person your firm would assign to perform said task; the hourly rate of each person identified; and include a schedule for completing the tasks in terms of elapsed weeks from the commencement date.

Offeror may also propose enhancement or procedural or technical innovations to the Scope of Work which do not materially deviate from the objectives or required content of the project.

4. Exceptions/Deviations

CalOptima requires each Offeror to state any exceptions to or deviations from the requirements of this RFP, segregating “technical” exceptions from “contractual” exceptions. Where Offeror wishes to propose alternative approaches to meeting CalOptima’s technical requirements, these should be thoroughly explained.

The successful Offeror will be required to accept a written contract in accordance with and included as a part thereof the published notice of Request for Proposals, including all requirements, conditions and specifications contained therein, with no exceptions other than those specifically listed in the written purchase order. See Section IV Sample Contract.

The Sample Contract is the only contract that will be used by CalOptima and contains certain requirements which are specific to public agency (or sector) contracting and which may not be customary in commercial business dealings. Each Offeror must review the Sample Contract and must set forth all exceptions thereto, if any, in the “request to negotiate” form provided, and must disclose any impact on the proposed price if CalOptima does not accept the exceptions. It should be noted that if the exceptions differ too greatly from the Sample Contract, CalOptima will exclude the Offeror from further consideration. If a redlined version is not submitted with the proposal, the terms submitted in the sample contract will be in force. CalOptima may disqualify and terminate negotiations with any Offeror that did not take exception to a given Sample Contract provision in its proposal and subsequently attempts to do so during negotiations. As such, it is in Offeror’s best interest to have the Sample Contract reviewed by counsel prior to submitting a proposal. CalOptima will not review any changes marked on the Contract PDF that are not included on the “Request to Negotiate” Form or any additional Terms & Conditions submitted on Vendor paper.

5. Appendices

Section II

RFP 15-058

Information considered by Offeror to be pertinent to this project and which has not been specifically solicited in any of the aforementioned sections may be placed in a separate appendix section. Offerors are cautioned, however, that this does not constitute an invitation to submit large amounts of extraneous materials; appendices should be relevant and brief.

B. COST AND PRICING CalOptima’s intention is to award a firm-fixed price contract. Offeror shall create a Price Schedule in accordance with the SOW in Section V, and provide any narrative necessary to explain or qualify the prices quoted. Prices quoted shall include direct costs, indirect costs and profits, including out-of-pocket expenses. If the pricing method differs from firm-fixed price, attach an explanation as to why an alternate pricing method is proposed.

Identify and list any other additional or incidental costs which will be required by your firm in order to meet the requirements of the Scope of Work and Price Schedule. Successful Offeror shall not be allowed to invoice CalOptima for any pricing not listed within the Price Schedule throughout the duration of any resulting contract.

C. PAYMENT TERMS

Offeror shall state cash discounts offered. Unless discount payment terms are offered, payment terms shall be “Net 30 Days.” Discount payment terms of less than 15 days will not be considered in making award. Payment due dates, including discount period, will be computed from the date of CalOptima’s acceptance of the required goods and/or services or of a correct and complete invoice, whichever is later, to the date CalOptima’s check is mailed. Any discounts taken will be taken on full amount of invoice, unless other charges are itemized and discount thereon is disallowed.

Section II

SECTION III.

EVALUATION AND AWARD

RFP 15-058

III. EVALUATION AND AWARD

Evaluation of the proposals shall be generally based upon the reasonableness of price; experience in the market and capabilities of the Offeror to effectively complete the project requirements; financial stability; and completeness of the proposal response and the requested data.

All proposals received as specified will be evaluated by CalOptima staff in accordance with the above criteria and additional sub-criteria that may be considered as relevant or pertinent by the evaluators. During the evaluation period, CalOptima may require interviews and an on-site visit and/or tour of the Offeror’s place of business. Offerors should be aware, however, that award may be made without Offeror visits, interviews, or further discussions.

In accordance with CalOptima’s Purchasing Policy, CalOptima staff will select the Offeror best meeting the evaluation criteria or submit a recommendation to CalOptima’s Board of Directors, for consideration and selection.

CalOptima reserves the right to withdraw this RFP at any time without prior notice and, furthermore, makes no representations that any contract will be awarded to any Offerors responding to this RFP. CalOptima expressly reserves the right to postpone proposal opening for its own convenience, to waive any informality or irregularity in the proposals received, and to reject any and all proposals responding to this RFP without indicating any reasons for such rejection.

CalOptima also reserves the right to award its total requirement among two or more Offerors as CalOptima may deem to be in its best interests. In addition, negotiations may or may not be conducted with Offerors; therefore, the proposal submitted should contain the Offerors most favorable terms and conditions, since the selection and award may be made without discussion with any Offeror.

Offerors who submit a proposal in response to this RFP shall be notified in writing regarding whether their firm was awarded the contract. Such notification shall be made within a reasonable time after the date the contract is awarded.

Interviews with a group of finalists may be conducted. Dates of interviews are tentatively scheduled for the July 7 - 10, 2015

Section III Page 1

SECTION IV.

SAMPLE CONTRACT

The Sample Contract is attached as a separate PDF on BidSync for this RFP.

As stated before:

CalOptima requires each Offeror to state any exceptions to or deviations from the requirements of this RFP, segregating “technical” exceptions from “contractual” exceptions. Where Offeror wishes to propose alternative approaches to meeting CalOptima’s technical requirements, these should be thoroughly explained.

The successful Offeror will be required to accept a written contract in accordance with and included as a part thereof the published notice of Request for Proposals, including all requirements, conditions and specifications contained therein, with no exceptions other than those specifically listed in the written purchase order.

The Sample Contract is the only contract that will be used by CalOptima and contains certain requirements which are specific to public agency (or sector) contracting and which may not be customary in commercial business dealings. Each Offeror must review the Sample Contract and must set forth all exceptions thereto, if any, in the “request to negotiate” form provided, and must disclose any impact on the proposed price if CalOptima does not accept the exceptions. It should be noted that if the exceptions differ too greatly from the Sample Contract, CalOptima will exclude the Offeror from further consideration. If a redlined version is not submitted with the proposal, the terms submitted in the sample contract will be in force. CalOptima may disqualify and terminate negotiations with any Offeror that did not take exception to a given Sample Contract provision in its proposal and subsequently attempts to do so during negotiations. As such, it is in Offeror’s best interest to have the Sample Contract reviewed by counsel prior to submitting a proposal. CalOptima will not review any changes marked on the Contract PDF that are not included on the “Request to Negotiate” Form or any additional Terms & Conditions submitted on Vendor paper.

SECTION V.

SCOPE OF WORK

RFP 15-058

V. SCOPE OF WORK

2015 STATEMENT OF WORK

1. TECHNICAL PROPOSAL Providing the following information will be used to evaluate the ability of Offeror to satisfactorily perform the tasks specified in the Scope of Work.

a. CalOptima has three separate accounts that require active discretionary management:

Category Estimated Dollars under Management

Fiscal Year 2014 Fees Paid

Operating Short-Term benchmarked against the Citigroup 3 month Treasury Index

$291.4 Million $536,531

Tier One benchmarked against the Merrill Lynch 1-3 year Treasury Index

$87.5 Million $124,788

Tier Two benchmarked against the Merrill Lynch 1-5 year Treasury Index

$67 Million $110.520

b. List any California Public Agency accounts for which you have active discretionary asset management responsibilities. Please provide the account size and the benchmark(s) you manage the account against and the date of inception of the account. Please provide the name and contact information for each client. Your firm, if selected, may be selected to manage one or both Operating and Tier One asset classes listed above. Your proposal should outline which class(es) you prefer to manage.

c. Provide three references for local government clients (preferably in California) for which you provide discretionary asset management.

i. What is your firm’s minimum account size for a new local agency account?

d. Please include your total return performance for a California Public Agency for the past 1 year, 3 years and 5 years (for the quarter ending December 31, 2014) gross of fees for the following categories:

Category 1-Year 3-Year 5-Year

Citigroup 3 month Treasury Index

Merrill Lynch 1-3 year Treasury IndexMerrill Lynch 1-5 year Treasury Index

e. Reporting and Compliance

i. Describe your account reconciliation capabilities with third party custodians.

ii. Do you offer on-line reporting? How soon are month-end reports available?

iii. Describe your firms’ ideas to maximize returns and stay compliant with the State of California code.

f. Mandatory Board Presentation Attendance

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RFP 15-058

i. CalOptima hosts a quarterly meeting of its Investment Management Committee at which the portfolio managers are asked to make a report on the prior quarter’s performance and a description of current market trends. These meetings are normally held on the fourth Monday of the first month of the quarter. Please indicate your ability to attend these meetings.

g. Price Quotation

i. This contract will be paid on an “assets under management basis”. Please submit your proposed pricing including any fees that may be assessed on the contract preferably on a quarterly basis.

h. Portfolio Accounting Reports

i. Please indicate which reports you can provide and attach a sample of each. Outline your ability to customize your reports to include specific information (i.e. benchmarks, duration, etc.) required by CalOptima?

Report Available Monthly

Available Quarterly

At Client’s Discretion

Investment HoldingsPortfolio ConcentrationsTransaction JournalsSales & RedemptionsCash TransfersTotal Accrued IncomeCost BasisPrincipal ValuationAccrued Interest ValuationTotal Market ValuationGain/Loss AnalysisPerformance SummaryPortfolio SummaryPortfolio DurationPortfolio Compliance with Client Investment GuidelinesInterest Rate Risk (per GASB40 compliance guidelines)Credit Risk (per GASB40 compliance guidelines)

Concentration of Credit Risk (per GASB40 compliance guidelines)

i. CalOptima requires account reconciliation with beginning and ending balances on cost and market value. Please describe your report capabilities.

i. Please describe your report delivery service. Do you have on-line reporting, website or other electronic transmission capabilities?

ii. Please provide a sample of your monthly reports and describe if they are in electronic format.

j. Resumes

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i. Please attach resumes, (not to exceed one page), for each key investment management professional that would be assigned to the CalOptima account. Please include the title, address, telephone number and email address in their resume.

ii. Include a statement that key personnel will be available to the extent proposed for the duration of the project, acknowledging that no person designated as “key” to the project shall be removed or replaced without the prior written concurrence of CalOptima.

WORK PLAN AND PRICE SCHEDULEOfferor shall provide a narrative which addresses the Scope of Work and shows Offeror’s understanding of CalOptima’s needs and requirements.

Offeror shall:

i. Describe the approach to completing the tasks specified in the Scope of Work;

ii. Outline sequentially the activities that would be undertaken in completing the tasks outlined in the Scope of Work; specify by job description the person your firm would assign to perform said tasks; and include a schedule for completing the tasks in terms of elapsed weeks from the commencement date; and

iii. Propose a price schedule for all areas of the Work.

Offeror may also propose enhancement or procedural or technical innovations to the Scope of Work which do not materially deviate from the objectives or required content of the project.

2. CALOPTIMA GENERAL INFORMATION

a. CalOptima Overview

CalOptima is a public agency that, by statute, has been granted the responsibility of operating a county organized health system (COHS) for Orange County, California. The State legislation authorizing CalOptima’s creation is set forth in the California Welfare and Institutions Code section 14087.54. Under this legislation, the State of California authorized the Orange County Board of Supervisors to establish an entity (CalOptima) to negotiate exclusive contracts with the State and to arrange for the provision of health services to all of Orange County’s Medi-Cal beneficiaries. The Board of Supervisors created CalOptima in August 1993 and began hiring staff in January 1994. CalOptima began delivering services to Medi-Cal beneficiaries in October 1995. The following are CalOptima’s current programs:

Medi-Cal program:

Since 1995, CalOptima has maintained an exclusive contract with the State of California to arrange for the provision of health care services to approximately 729,000 Medi-Cal recipients in Orange County. It is mandatory that all beneficiaries in Orange County be enrolled in CalOptima.

OneCare program:

Since 2005, CalOptima has operated another plan that competes in the open marketplace as Medicare Special Needs Plan (SNP). Called OneCare, it has more than 13,000 members.

b. Financial Overview

Please refer to Attachment E, 2014 CalOptima Audited Financial Statements for more information.

3. INVESTMENT MANAGEMENT OVERVIEW

a. Preamble

As of June 30, 2014, CalOptima held an investment portfolio of just over $446 Million dollars. CalOptima seeks to retain between 1 and 5 Consultants to provide Investment Management services. Dependent upon funding requirements, CalOptima may at any time move investments into cash. Each Consultant selected will provide services over a portion or portion(s) of the portfolio as explained in Section II.A.3.b.ii. The firms currently managing these accounts earned approximately $772,000 (combined) in fees in Fiscal Year 2014.

b. Authority

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CONSULTANT shall have the full power to supervise and direct investments of all assets in the Account, making and implementing investment decisions in accordance with the objectives and guidelines specified in Attachment F 2015 Annual Investment Policy. CONSULTANT shall have the authority to open accounts and enter into agreements on behalf of CalOptima, which accounts are necessary or appropriate and consistent with the purpose and terms of the Annual Investment Policy.

c. Custody

CalOptima has appointed a custodian to hold possession of the assets of the Account and plans to advise the custodian to accept the instructions regarding trades from CONSULTANT. CONSULTANT shall not be the custodian.

d. Brokerage

CONSULTANT may place orders for the execution of transactions with or through brokers, dealers or banks as CONSULTANT may select (except for itself), and CONSULTANT is authorized to give such brokers and dealers all instructions that it shall deem appropriate in connection with the actions it is authorized to take as provided herein.

e. Reports to CalOptima

CONSULTANT shall send CalOptima an inventory of the investments of the Account as soon as reasonably possible after the end of each month. Copies of the confirmations of transactions executed will be promptly sent to the custodian. CONSULTANT does not assume responsibility for the accuracy of information furnished by CalOptima or any agent of CalOptima.

f. Communications

Instructions with respect to securities transactions may be given by CalOptima to CONSULTANT orally, by wire or electronically, and where deemed necessary, may be confirmed in writing as soon as practical.

4. REQUIRED INFORMATION CHECKLIST

Following is a checklist to ensure you have completed the activities and submitted all of the required documentation.

ACTIVITY

1. Register with BidSync 2. Submit Questions to CalOptima 3. Submit proposal

a. Acknowledgement b. Non-Collusion Affidavit c. Red-lines to Sample Contract d. Letter of Transmittal e. D&B report f. Off-Shore Attestation g. Resumes of staff h. References i. SEC Form ADV Part II, disclosure brochure or equivalent j. Answers to all questions contained in Section II.3 Technical Proposal k. Statement of your firm’s ability to attend meetings the fourth Monday

of the first month of every quarter for the duration of the Contract.

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Unless stated otherwise, please answer each question in the field provided.

I. GENERAL INFORMATION

Firm Name:

Address:

City: State: Zip:

Contact Name: Phone:

Title: Fax:

E-mail:

Strategy under Consideration:

Projected Allocation Amount: N/A RFP Due Date:

Notes:

II. FIRM INFORMATION

1. When was the firm’s inception date?

2. Where is the firm located (include headquarters and satellite offices)?

3. Is the Firm a Registered SEC Investment Advisor? Yes: No:If yes, please complete the following:

a. Name of Firm (as registered with the SEC):

b. SEC File Number:

4. What is the firm’s ownership structure? Note any recent (within the last five years) or pending changes in ownership structure.

5. Describe your succession plan.

6. Please provide an organization chart with all investment professionals.

7. Are any investment professionals under employment contracts? If so, please discuss the nature of the contracts.

8. Please provide a list of all the 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 the firm has completely liquidated or merged with an existing product. Include the reason(s) why the product was liquidated/merged.

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10. What percentage of the firm’s assets under management are institutional (separate) accounts? Commingled funds? Mutual funds?

11. Please complete the following table:

As of:12/31/14

As of:12/31/13

As of:12/31/12

As of:12/31/11

As of:12/31/10

Total Firm Assets

Total No. of Clients

12. Please provide a complete copy of your form ADV, and a statement of your financial condition.

13. List any accounts that are subject to the California Government Code for which you manage assets. Please provide the client name, account size, account benchmark(s), and inception date.

14. 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?

15. What systems are in place for ensuring that portfolios are in compliance with client guidelines?

16. Please state your firm’s ethics policy.

17. 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)?

III. OPERATIONAL INFORMATION

A. COMPLIANCE

1. Who is the Chief Compliance Officer? Please attach his/her biography.

2. 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? Please attach a copy of your compliance manual. (The manual should be in a separate file)

3. 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?

4. How does the firm monitor client account compliance?

5. Has your firm ever experienced a significant violation of your compliance policy? If this has occurred, explain what happened.

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6. How often are employees trained in compliance policies?

7. 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:

a. Auditorb. Legal Counsel (please designate in house or outsourced)c. Insurance Providersd. Outsourced research solutions (3rd party research)

8. Has the firm changed auditors in the past five years? If so explain.

9. 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.

10. 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.

18. What procedures does the firm employ to comply with ERISA’s prohibited transaction restrictions? Is the firm a Qualified Professional Asset Manager (QPAM)?

19. What is the firm’s policy regarding the use of soft dollars?

11. Does the firm have a Code of Ethics? Please state your firm’s ethics policy. If so, please include this document as an attachment

12. How does the firm ensure that employees follow this ethics policy? Have breaches of this policy occurred? How are violations of the firm’s ethics policies handled?

13. Explain how the firm monitors employee investment and trading outside of the firm’s activities to avoid compliance violations.

B. TRADING AND OPERATIONS

20. What systems does your firm use for trading, portfolio accounting, and client reporting?

21. 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?

22. 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.

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23. In what manner are client investment restrictions incorporated into the trading process?

24. List the top five brokerage firms 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.

Broker/DealerPercent of

Overall Trades

25. Please explain the firm’s broker approval process. Does the firm have an approved broker list?

26. 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?

27. How are trading errors handled? Does the firm have a policy for correcting these errors?

28. Has the firm recently ended any brokerage relationships? If so, why?

29. What portfolio tracking system is used by the firm, and how is the data stored?

30. 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.

31. How are equity, cash, dividend receivables, and transactions reconciled? Describe this process.

32. Describe how the firm receives corporate action information. How do corporate action elections take place?

33. 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?

34. Which individuals at the firm are authorized to place trades with broker-dealers?

35. 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)?

36. What tools or software do you use for portfolio analysis?

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37. What is the firm’s disaster recovery plan? In the event of a disaster, how long would it take to restore operations?

38. What security measures, both physical and virtual, does the firm have in place to ensure the protection of firm and client assets?

IV. PRODUCT INFORMATION

1. Please provide an organization chart with all investment professionals involved in the Fixed Income strategy.

2. Where is the individual/team that runs this strategy located?

3. What is the inception date of this product?

4. Please complete the following table:

As of:12/31/2014

As of:12/31/2013

As of:12/31/2012

As of:12/31/2011

As of:12/31/2010

Assets Managed inFixed Income

No. of Clients inFixed Income

5. 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.

6. For your three largest client relationships in Fixed Income, please provide the size of the mandate and the inception date for each account/relationship.

7. 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?

8. 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?

9. Please provide two client references for the Fixed Income strategy (preferably in California). Include the name and phone number of contact person, the type and size of the account and the inception date of the account.

10. Please provide the names of the portfolio manager(s) and client service personnel who will be assigned to this account.

11. Do you offer (or sub-advise) a mutual fund for this strategy? If so, what is its name?

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12. Do you offer commingled portfolios for this strategy? Separate Accounts?

V. INVESTMENT STRATEGY

1. Please describe the investment philosophy for the Fixed Income portfolio.

2. What is the benchmark for the Fixed Income portfolio? Does this benchmark include all of the securities you would consider investing in?

3. Are macroeconomic assumptions incorporated into the investment process? Is so, how?

4. 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.

5. What role do yield curve strategies play in your fixed income management process?

6. Are sector, industry, and geographic weightings explicitly targeted, or are they the result of other strategy decisions?

7. Discuss the firm’s investment strategy with respect to mortgage-backed securities.

8. How often are the duration calculations of mortgage-backed securities updated? How are prepayment assumptions evaluated?

9. Discuss the investment strategy with respect to asset-backed securities.

10. 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 uninvested?

11. Describe in detail any changes or refinements made to the firm’s security selection process over the past five years.

12. What is the firm’s policy toward split ratings? Discuss the use of internal ratings, if any.

13. 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.

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14. 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?

15. If a holding exceeds the firm’s stated limit, what is the process for paring this holding?

16. Detail how portfolio risks are identified, monitored, and controlled. How are event and default risks controlled?

17. What has been the portfolio’s annual turnover rate in each of the past five years?

18. What elements of your strategy have had the greatest influence on returns relative to the benchmark?

19. What areas of the fixed income market do you find attractive currently? How have you modified portfolios to reflect this bias?

20. Please explain in no more than one page what your competitive advantage is and why your firm should be hired for this mandate.

21. Describe the circumstances or market conditions that would favor your investment strategy. Describe the circumstances or market conditions that would not favor your investment strategy.

VI. PORTFOLIO CHARACTERISTICS

1. Please provide in Excel format a sample client portfolio as of 12/31/14 detailing individual holdings (including date, ticker, security name, units, and price). Preferably this sample portfolio will be for a clients that is subject to the California Government Code.

2. Please complete the following table:

As of:12/31/2014

As of:12/31/2013

As of:12/31/2012

As of:12/31/2011

Duration & Yield:Average Effective DurationAverage CouponYield to Worst

Quality Structure:Average QualityAAA (includes Treas, Agency, Cash)AAABBBBelow BBB

Sector Allocation:US Treasury and AgencyMortgage Backed Securities (inc.

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CMOs)CorporateSovereign and SupranationalLocal and Provincial GovernmentCMBSABSCash EquivalentsOther (describe)

Foreign Exposure:Non-U.S. (Developed)Non-U.S. (Emerging Market)Non-U.S. Dollar Denominated

Number of Holdings

VII. INVESTMENT PROCESS

1. Please describe your investment process for the Fixed Income strategy.

2. Who is the decision-making body that has final authority for the Fixed Income 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?

3. 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?

4. Describe your research process, including the security universe covered by your research. What is distinctive about your research process relative to other investment managers?

5. How are research ideas communicated to portfolio managers?

6. Are portfolio managers/analysts industry specialists or are they generalists?

7. What factors trigger a sell recommendation?

VIII. 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 companyb. Tenure with this strategyc. Industry experienced. Education & credentialse. Area(s) of specialization

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Name

Tenure at

Company

Tenure with

StrategyIndustry

ExperienceEducation/Credentials

Areas of Specialization

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.

Additions:Name Title

Coverage Responsibilities

Product Responsibilities Date of Hire

Departures:Name Title

Coverage responsibilities

Product Responsibilities

Reason for Departure

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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 address staff turnover, especially in the research area?

7. 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.

IX. PERFORMANCE

1. Please provide monthly performance history since inception for the fixed income strategy. Include a discussion of the performance calculation methodology and whether it is GIPS compliant.

If possible, please provide information both gross and net of fees. This information should be in an Excel spreadsheet, formatted as follows:

A B C1 Fixed Income

GrossFixed Income

Net2 Jan-89 0.00442 0.004423 Feb-89 0.02216 0.022164 Mar-89 0.05762 0.057625 Apr-89 -0.01122 -0.011226 May-89 0.00762 0.00762

Cell (A1) must be empty.The first row, starting with the second column (B1) must contain the firm and product name, up to 40 characters

(spaces count as characters).Dates in column A must be in either mmm-yy (Jan-99) or mmm-yyyy (Jan-1999) format.Numbers can be in percent or decimal format.Data must start from earliest and end with latest.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.

2. 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.

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3. In addition, please complete the following table, using gross-of-fee performance data, as of 12/31/2014.

Fixed Income IndexComposite Inception DateSince Inception (Annualized):Average Return

Average Standard DeviationTracking ErrorInformation RatioCorrelation with Benchmark

Trailing Three Years (Annualized):Average Return

Average Standard DeviationTracking ErrorInformation RatioCorrelation with Benchmark

Trailing Five Years (Annualized):Average Return

Average Standard DeviationTracking ErrorInformation RatioCorrelation with Benchmark

Trailing Seven Years (Annualized):Average Return

Average Standard DeviationTracking ErrorInformation RatioCorrelation with Benchmark

Calendar Year Performance:20142013201220112010200920082007200620052004

X. 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.).

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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? If so, would you be willing to provide this client an MFN?

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?

8. This Contract will be paid on an “assets under management” basis using each month’s average market value. Assets under management shall be derived as the sum of the average market value for each month of the calendar quarter divided by 3. Please provide your rates in the format below.

RATESAnnual Rate: x% on the first $x.xxx% on the next $x.xxx% on the balance

Monthly Rate:x% on the first $x.xxx% on the next $x.xx0.00667% on the balance

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RFP 15-058Attachment A

ACKNOWLEDGEMENT

In signing this proposal, Offeror acknowledges receipt of RFP 15-058 and the following addenda, if any:

Addendum no. , Received on:

Addendum no. , Received on:

Addendum no. , Received on:

I acknowledge receipt of RFP 15-058 and addenda No.(s) _________________________

I hereby certify on behalf of ___________________________ that the contents of this proposal are, to the best of my ability, completely in compliance with all requirements of the RFP, and the terms and conditions of the Sample Contract, without exceptions, other than those expressly listed and explained in this proposal. This proposal is an irrevocable offer, which shall remain in full force and effect for 180 days after the proposal due date.

Company Name:

Address:

Telephone Number:

Signature Of Person Authorized To Bind Offeror:

Signatory’s Name And Title:

Date Signed:

RFP 15-058Attachment B

CalOptima Executive TeamCurrent

Name TitleMichael Schrader Chief Executive OfficerBill Jones Chief Operating OfficerChet C. Uma Chief Financial OfficerRichard Helmer, M.D. Chief Medical OfficerGary Crockett Chief CounselLen Rosignoli Chief Information OfficerPhil Tsunoda Interim, Chief of Strategy and Public AffairsJavier Sanchez Chief Network OfficerRichard Bock, M.D. Deputy Chief Medical OfficerCandice Gomez Executive Director, Program ImplementationLadan Khamseh Executive Director, OperationsRon Santos Executive Director, Human ResourcesTheresa Stanley Executive Director, Clinical OperationsSilver Ho Interim, Executive Director, Compliance

RFP 15-058Attachment C

NON-COLLUSION AFFIDAVIT

STATE OF CALIFORNIA, COUNTY OF ___________________________.

The undersigned, being first duly sworn, deposes and says as follows:

1. This Affidavit is executed by the undersigned __________________________, (Typed or Printed Name)

whose title is _____________________, on behalf of _________________________ , the party (Title) (Bidder Name)

submitting the foregoing proposal (the “Bidder”) in response to RFP 15-058 (“Proposal”).

2. The Proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation.

3. The Proposal is genuine and not collusive or sham.

4. 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 colluded, conspired, connived, or agreed with any other bidder or anyone else to put in a sham bid, or to refrain from bidding.

5. The Bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price, or that of any other bidder, or to fix any overhead, profit or cost element of the bid price or that of any other bidder, or to secure any advantage against the public body awarding the contract or of anyone interested in the proposed contract.

6. All statements contained in the Proposal and related documents are true.

7. The Bidder has not, directly or indirectly, submitted the bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any person, corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid.

Executed this ______ day of ______________ , 20____ at____________________________________________ . (City, County and State)

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

________________________________ ______________________________________ (Signature) (Address) ________________________________ ______________________________________ (Name Printed or Typed) (City, County and State)

______________________________________ (Area Code and Telephone Number)

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RFP 15-058Attachment D

Attestation Concerning the Use of Offshore Subcontractors

Check which CalOptima program(s) this form pertains to: □ OneCare HMO SNP

□ Medi-Cal

□ Healthy Families Program

Are any administrative or other functions conducted on behalf of your organization by entities located offshore? (“X” where appropriate)

No □ If no, please complete Part I and return the document to:CalOptima, Attn. Ryan Prest, 505 City Parkway West, Orange, CA 92868

Yes □ If yes, please complete Parts II–VI of this form and return the document to: CalOptima, Attn. Ryan Prest, 505 City Parkway West, Orange, CA 92868

Part I — Our Firm is Not Using Offshore Subcontractors

Name of Organization: Federal Tax I.D. No:Name of Authorized Person: Title:Signature:Date:

Part II — Offshore Subcontractor Information

Subcontractor Name:Subcontractor Country:Subcontractor Address:

Describe Offshore Subcontractor Functions:

State Proposed or Actual Effective Date for Offshore Subcontractor: ________________

Part III — Precautions for Protected Health Information (PHI)

1. Describe the PHI that will be provided to the Offshore Subcontractor:

2. Explain why providing PHI is necessary to accomplish the Offshore Subcontractor’s objectives:

3. Describe alternatives considered to avoid providing PHI, and why each alternative was rejected:

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RFP 15-058Attachment D

Part IV — Attestation of Safeguards to Protect Beneficiary Information in the Offshore Subcontract

Item Attestation ResponseYes / No

A. Offshore subcontracting arrangement has policies and procedures in place to ensure that Medi-Cal beneficiary protected health information (PHI) and other personal information remains secure.

B. Offshore subcontracting arrangement prohibits subcontractor’s access to Medi-Cal data not associated with CalOptima’s contract with the Offshore Subcontractor.

C. Offshore subcontracting arrangement has policies and procedures in place that allow for immediate termination of the subcontract upon discovery of a significant security breach.

D. Offshore subcontracting arrangement includes all required DHCS and/or CMS language as stipulated within your contract with CalOptima.

Part V — Attestation of Audit Requirements to Ensure Protection of PHI

Item Attestation ResponseYes / No

A. Your organization will conduct an annual audit of the Offshore Subcontractor.B. Audit results will be used by your organization to evaluate the continuation of its

relationship with the Offshore Subcontractor.C. Your organization agrees to share Offshore Subcontractor’s audit results with

CalOptima upon request.

Part VI — Organization Information

Name of Organization:Federal Tax I.D. No:Name of Authorized Person: Title:Signature:Date:

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