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CONTRACT INVESTMENT ADVISORY SERVICES 240026-RFP This contract is entered into this 7th day of February, 2024 by and between Maricopa County (“County”), a political subdivision of the State of Arizona, and SageView Advisory Group, LLC, a California corporation, (“Contractor”) for the purchase of investment advisory services similar to an ERISA 3(21) advisor in support of the County’s Smart Savings (deferred compensation; section 457b governmental plan) and Post- Retirement Health Plan (HRA arrangement). Services required include plan sponsor fiduciary services, plan sponsor investment advisory services including investment alternative evaluation, rating, and recommendation, legislative and regulatory updates that may impact Smart Savings, plan design consulting, vendor selection, fee benchmarking, fee equity and transparency guidance, and participant education. 1.0 CONTRACT TERM This contract is for a term of three years, beginning on the 1st of February, 2024 and ending the 31st of January, 2027. 2.0 OPTION TO RENEW The County may, at its option and with the concurrence of the Contractor, renew the term of this contract up to a maximum of five additional years, (or at the County’s sole discretion, extend the contract on a month-to-month basis for a maximum of six months after expiration). The Contractor shall be notified in writing by the Office of Procurement Services of the County’s intention to renew the contract term at least 60 calendar days prior to the expiration of the original contract term. 3.0 CONTRACT COMPLETION In preparation for contract completion, the Contractor shall make all reasonable efforts for an orderly transition of its duties and responsibilities to another provider and/or to the County. This may include, but is not limited to, preparation of a transition plan and cooperation with the County or other providers in the transition. The transition includes the transfer of all records and other data in the possession, custody, or control of the Contractor that are required to be provided to the County either by the terms of this agreement or as a matter of law. The provisions of this clause shall survive the expiration or termination of this agreement. 4.0 PRICE ADJUSTMENTS Any requests for reasonable price adjustments must be submitted 60 calendar days prior to contract expiration. Requests for adjustment in cost of labor and/or materials must be supported by appropriate documentation. The reasonableness of the request will be determined by comparing the request with the Consumer Price Index or by performing a market survey. If County agrees to the adjusted price terms, County shall issue written approval of the change and provide an updated version of the contract. The new change shall not be in effect until the date stipulated on the updated version of the contract. SERIAL 240026-RFP 5.0 PAYMENTS 5.1 As consideration for performance of the duties described herein, County shall pay Contractor the sum(s) stated in Exhibit A – Vendor Information & Pricing Sheet [this information is from the RFP response Attachment A-Vendor Information & Attachment D- Pricing Sheet]. 5.2 Payment shall be made upon the County’s receipt of a properly completed invoice. 5.3 INVOICES 5.3.1 The Contractor shall submit one legible copy of their detailed invoice before payment(s) will be made. Incomplete invoices will not be processed. At a minimum, the invoice must provide the following information: • Company name, address, and contact information • County bill-to name and contact information • Contract serial number • County purchase order number • Project name and/or number • Invoice number and date • Payment terms • Date of service or delivery • Description of purchase (product or services) • Total amount due 5.3.2 Problems regarding billing or invoicing shall be directed to the department as listed on the purchase order. 5.3.3 Payment shall only be made to the Contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an electronic funds transfer (EFT) process. After contract award, the Contractor shall complete the Vendor Registration Form accessible from the County Department of Finance Vendor Registration Web Site https://www.maricopa.gov/5169/Vendor- Information. 5.3.4 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County. 5.3.5 EFT payments to the routing and account numbers designated by the Contractor shall include the details on the specific invoices that the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details. 5.4 APPLICABLE TAXES 5.4.1 It is the responsibility of the Contractor to determine any and all applicable taxes and include those taxes in their proposal. The legal liability to remit the tax is on the entity conducting business in Arizona. Tax is not a determining factor in contract award. 5.4.2 The County will look at the price or offer submitted and will not deduct, add, or alter pricing based on speculation or application of any taxes, nor will the County provide Contractor any advice or guidance regarding taxes. If you have questions regarding your tax liability, seek advice from a tax professional prior to submitting your bid. You may also find information at https://www.azdor.gov/Business.aspx. Once your bid is submitted, the offer is valid for the time specified in this solicitation, regardless of mistake or omission of tax liability. If the County finds overpayment of a project due to tax consideration that was not due, the Contractor will be liable SERIAL 240026-RFP to the County for that amount, and by contracting with the County agrees to remit any overpayments back to the County for miscalculations on taxes included in a bid price. 5.4.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State, and local taxes applicable to their operation and any persons employed by the Contractor. Contractor shall, and require all subcontractors to, hold Maricopa County harmless from any responsibility for taxes, damages, and interest, if applicable, contributions required under Federal and/or State and local laws and regulations, and any other costs including: transaction privilege taxes, unemployment compensation insurance, Social Security, and workers’ compensation. Contractor may be required to establish, to the satisfaction of County, that any and all fees and taxes due to a municipality, the County, or the State of Arizona for any license or transaction privilege taxes, use taxes, or similar excise taxes are currently paid (except for matters under legal protest). 6.0 AVAILABILITY OF FUNDS 6.1 The provisions of this contract relating to payment for services shall become effective when funds assigned for the purpose of compensating the Contractor as herein provided are actually available to County for disbursement. The County shall be the sole judge and authority in determining the availability of funds under this contract. County shall keep the Contractor fully informed as to the availability of funds. 6.2 If any action is taken by, any State agency, Federal department, or any other agency or instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection with, this contract, County may amend, suspend, decrease, or terminate its obligations under, or in connection with, this contract. In the event of termination, County shall be liable for payment only for services rendered prior to the effective date of the termination, provided that such services are performed in accordance with the provisions of this contract. County shall give written notice of the effective date of any suspension, amendment, or termination under this section, at least 10 days in advance. 7.0 STRATEGIC ALLIANCE for VOLUME EXPENDITURES (SAVE) The County is a member of the SAVE cooperative purchasing group. SAVE includes the State of Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts. Under the SAVE Cooperative Purchasing Agreement, and with the concurrence of the successful respondent under this solicitation, a member of SAVE may access a contract resulting from a solicitation issued by the County. If contractor does not want to grant such access to a member of SAVE, state so in contractor’s bid. In the absence of a statement to the contrary, the County will assume that contractor does wish to grant access to any contract that may result from this bid. The County assumes no responsibility for any purchases by using entities. 8.0 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPAs) County currently holds ICPAs with numerous governmental entities. These agreements allow those entities, with the approval of the Contractor, to purchase their requirements under the terms and conditions of the County contract. It is the responsibility of the non-County government entity to perform its own due diligence on the acceptability of the contract under its applicable procurement rules, processes, and procedures. Certain governmental agencies may not require an ICPA and may utilize this contract if it meets their individual requirements. Other governmental agencies may enter into a separate Statement of Work with the Contractor to meet their own requirements. The County is not a party to any uses of this contract by other governmental entities. 9.0 DUTIES 9.1 The Contractor shall perform all duties stated in Exhibit B – Scope of Work, or as otherwise directed in writing by the procurement officer. SERIAL 240026-RFP 9.2 Contractor shall furnish all necessary labor, materials, equipment, and space needed to provide investment advice on the selection of appropriate asset classes, recommending managers or mutual fund investment options appropriate for such asset classes, and monitoring funds and replacing them as appropriate and prudent. Additionally, contractor shall monitor and report on fund performance and recommend replacement funds as appropriate and prudent and shall follow the investment policy statement to guide these recommendations. 9.3 Contractor shall, at a minimum, provide the following services: 9.3.1 Provide investment research and analysis of current investment funds and recommendations to maintain a best in class, diversified lineup across all asset classes with a minimum number of funds and most favorable expenses/fees. Any recommended changes in investment shall include a proposed investment option mapping from deleted funds. 9.3.2 Ensure the County has access to investment managers and products. 9.3.3 Monitor market trends. 9.3.4 Provide an annual review of the Investment Policy Statement including the selection of appropriate asset categories and policy criteria for selecting, monitoring, and releasing Fund Managers. 9.3.5 Assist the County in obtaining favorable fee arrangements, including participation in fee negotiations, if necessary. 9.3.6 Benchmark fees, and provide consultation on fee equity and transparency, as needed. 9.3.7 Measure, monitor, and report quarterly performance of investments against industry benchmarks and peer group indices. Prepare and provide quarterly performance reports to the County in a timely manner. Attend quarterly committee meetings, virtually, to present the reports in collaboration with the recordkeeper. Explain any significant fund over- or under-performance, changes in fund managers and management, risk, and standard deviation characteristics, style and cycle analysis, and recommendations. Conduct regular portfolio-level reviews to assess the primary factors affecting returns. 9.3.8 Recommend termination and/or replacement alternatives of funds, as necessary. 9.3.9 Monitor investment philosophy and process so that fund managers are remaining true to their discipline. 9.3.10 Provide fiduciary advice and assistance to the Maricopa County Deferred Compensation Committee (“Committee”) on a variety of topics including market overviews, current market trends, legislative changes and processes, recordkeeper searches. 9.3.11 Provide fiduciary training and orientation to new and existing committee members. 9.3.12 Monthly review the book-to-market ratio and market-value-liability of the Stable Value Fund (Guaranteed Separate Account). Provide consultation on the future of this fund. 9.3.13 Provide plan design consultation. 9.3.14 Develop and maintain excellent working relationships with the County. SERIAL 240026-RFP 9.3.15 Provide assistance with vendor management and vendor searches for plan recordkeeping and GSA manager, as needed. 9.4 CONTRACTOR QUALIFICATIONS 9.4.1 Contractor’s primary source of revenue (i.e., at least 50%) shall be from investment advisory and consultation services. 9.4.2 Contractor shall: 9.4.2.1 Be an SEC-registered investment advisor or exempt from registration. 9.4.2.2 Have positive net worth and shall maintain a positive net worth for the duration of any contract with the County. 9.5 CONTRACTOR WARRANTIES 9.5.1 Contractor shall be registered as an investment advisor under the Investment Advisors Act of 1940 and shall always maintain such registration throughout the term of the contract (unless exempt and an explanation of exemption is attached). 9.5.2 During the term of the contract, contractor shall meet the bonding requirement provided by Section 412 of the Employment Retirement Income Security Act of 1974 (ERISA) or shall carry at least an equivalent fidelity bond applicable to contractor’s actions under the contract (unless exempt and an explanation of exemption is attached). 9.5.3 Contractor shall have completed, obtained, and performed, and shall maintain all registrations, filings, approvals, authorizations, consents, and examinations, required by a government or governmental authority, including the State of Arizona, to perform all duties specified by the contract. 9.5.4 Contractor shall act solely in a fiduciary capacity and shall not receive any fee or compensation based upon the purchase or sale of securities but, rather, the contractor will be compensated pursuant to the provision of its contract with County. 10.0 TERMS AND CONDITIONS 10.1 INDEMNIFICATION 10.1.1 To the fullest extent permitted by law, and to the extent that claims, damages, losses, or expenses are not covered and paid by insurance purchased by the contractor, the contractor shall defend, indemnify, and hold harmless the County (as Owner), its agents, representatives, officers, directors, officials, and employees from and against all claims, damages, losses, and expenses (including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from, the negligent acts, errors, omissions, or mistakes of the contractor, a subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable relating to the performance of this contract. 10.1.2 Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives, officers, directors, officials, and employees shall arise in connection with any claim, damage, loss, or expense that is attributable to bodily injury, sickness, disease, death, or injury to, impairment of, or destruction of tangible property, including loss of use resulting therefrom, caused by negligent acts, errors, omissions, or mistakes in the performance of this contract, but only to SERIAL 240026-RFP the extent caused by the negligent acts or omissions of the contractor, a subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. 10.1.3 The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this section. 10.1.4 The scope of this indemnification does not extend to the sole negligence of County. 10.2 INSURANCE 10.2.1 Contractor, at Contractor’s own expense, shall purchase and maintain, at a minimum, the herein stipulated insurance from a company or companies duly licensed by the State of Arizona and possessing an AM Best, Inc. category rating of B++. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company or companies, which are authorized to do business in the State of Arizona, provided that said insurance companies meet the approval of County. The form of any insurance policies and forms must be acceptable to County. 10.2.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of the contract is satisfactorily completed and formally accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of this contract. 10.2.3 In the event that the insurance required is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this contract and either continuous coverage will be maintained, or an extended discovery period will be exercised for a period of two years beginning at the time work under this contract is completed. 10.2.4 Contractor’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it. 10.2.5 Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect the County’s right to coverage afforded under the insurance policies. 10.2.6 The insurance policies may provide coverage that contains deductibles or self- insured retentions. Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage provided to County under such policies. Contractor shall be solely responsible for the deductible and/or self-insured retention and County, at its option, may require Contractor to secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit. 10.2.7 The insurance policies required by this contract, except Workers’ Compensation and Errors and Omissions, shall name County, its agents, representatives, officers, directors, officials, and employees as additional insureds. 10.2.8 The policies required hereunder, except Workers’ Compensation and Errors and Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against County, its agents, representatives, officers, directors, officials, and employees for any claims arising out of Contractor’s work or service. SERIAL 240026-RFP 10.2.9 If available, the insurance policies required by this contract may be combined with Commercial Umbrella Insurance policies to meet the minimum limit requirements. If a Commercial Umbrella insurance policy is utilized to meet insurance requirements, the Certificate of Insurance shall indicate which lines the Commercial Umbrella Insurance covers. 10.2.9.1 Commercial General Liability Commercial General Liability (CGL) insurance and, if necessary, Commercial Umbrella insurance with a limit of not less than $2,000,000 for each occurrence, $4,000,000 Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit. The policy shall include coverage for premises liability, bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage, and shall not contain any provisions which would serve to limit third party action over claims. There shall be no endorsement or modifications of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage. 10.2.9.2 Workers’ Compensation 10.2.9.2.1 Workers’ compensation insurance to cover obligations imposed by Federal and State statutes having jurisdiction of Contractor’s employees engaged in the performance of the work or services under this contract; and Employer’s Liability insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit. 10.2.9.2.2 Contractor, its subcontractors, and sub-subcontractors waive all rights against this contract and its agents, officers, directors, and employees for recovery of damages to the extent these damages are covered by the workers’ compensation and Employer’s Liability or Commercial Umbrella Liability insurance obtained by Contractor, its subcontractors, and its sub-subcontractors pursuant to this contract. 10.2.9.3 Errors and Omissions/Professional Liability Insurance Contractor shall maintain Professional Liability insurance which will provide coverage for any and all acts arising out of the work or services performed by the contractor under the terms of this contract, with a limit of not less than $2,000,000 for each claim, and $4,000,000 aggregate claims. 10.2.10 Certificates of Insurance 10.2.10.1 Prior to contract award, Contractor shall furnish the County with valid and complete Certificates of Insurance, or formal endorsements as required by the contract in the form provided by the County, issued by Contractor’s insurer(s), as evidence that policies providing the required coverage, conditions and limits required by this contract are in full force and effect. Such certificates shall identify this contract number and title. 10.2.10.2 In the event any insurance policy(ies) required by this contract is (are) written on a claims-made basis, coverage shall extend for two years past SERIAL 240026-RFP completion and acceptance of Contractor’s work or services and as evidenced by annual certificates of insurance. 10.2.10.3 If a policy does expire during the life of the Contract, a renewal certificate must be sent to County 15 calendar days prior to the expiration date. 10.2.10.4 Certificates of Insurance shall identify Maricopa County as the certificate holder as follows: Maricopa County c/o Risk Management 301 W Jefferson St, Suite 910 Phoenix, AZ 85003 10.2.11 Cancellation and Expiration Notice Applicable to all insurance policies required within the insurance requirements of this contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without 30 days prior written notice to Maricopa County. Contractor must provide to Maricopa County, within two business days of receipt, if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to Maricopa County Office of Procurement Services and shall be mailed, or hand delivered to 301 W. Jefferson St. Suite 700, Phoenix, AZ 85003, or emailed to the procurement officer noted in the solicitation. 10.3 POST AWARD MEETING The contractor may be required to attend a post-award meeting with the department to discuss the terms and conditions of this contract. This meeting will be coordinated by the procurement officer of the contract. 10.4 FORCE MAJEURE 10.4.1 Neither party shall be liable for failure of performance, nor incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this contract, if such delay or failure is caused by events, occurrences, or causes beyond the reasonable control and without negligence of the parties. Such events, occurrences, or causes include, but are not limited to, acts of God/nature (including fire, flood, earthquake, storm, hurricane, or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike, and interruption or failure of electricity or telecommunication service, and pandemic. 10.4.2 Each party, as applicable, shall give the other party notice of its inability to perform and particulars in reasonable detail of the cause of the inability. Each party must use best efforts to remedy the situation and remove, as soon as practicable, the cause of its inability to perform or comply. 10.4.3 The party asserting Force Majeure as a cause for non-performance shall have the burden of proving that reasonable steps were taken to minimize delay or damages caused by foreseeable events, that all non-excused obligations were substantially fulfilled, and that the other party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated. SERIAL 240026-RFP 10.5 ORDERING AUTHORITY Any request for purchase shall be accompanied by a valid purchase order issued by a County department or directed by a Certified Agency Procurement Aid (CAPA) with a purchase card for payment. 10.6 PROCUREMENT CARD ORDERING CAPABILITY County may opt to use a procurement card (Visa or Master Card) to make payment for orders under this contract. 10.7 INTERNET ORDERING CAPABILITY It is the intent of Maricopa County to use the Internet to communicate and to place orders under this contract. 10.8 NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION This contract does not guarantee any minimum or maximum purchases will be made. Orders will only be placed under this contract when the County identifies a need and proper authorization and documentation have been approved. 10.9 PURCHASE ORDERS 10.9.1 County reserves the right to cancel purchase orders within a reasonable period of time after issuance. Should a purchase order be canceled, the County agrees to reimburse the Contractor for actual and documentable costs incurred by the Contractor in response to the purchase order. The County will not reimburse the Contractor for any costs incurred after receipt of County notice of cancellation, or for lost profits, or for shipment of product prior to issuance of purchase order. 10.9.2 Contractor agrees to accept verbal notification of cancellation of purchase orders from the County procurement officer with written notification to follow. Contractor specifically acknowledges to be bound by this cancellation policy. 10.10 BACKGROUND CHECK Respondents may be required to pass multiple background checks (e.g. Sheriff’s Office, County Attorney's Office, Courts, as well as Maricopa County general government) to determine if the respondent is acceptable to do business with the County. This applies to, but is not limited to, the company, subcontractors, and employees, and the failure to pass these checks shall deem the respondent non-responsible. 10.11 SUSPENSION OF WORK The procurement officer may order the Contractor, in writing, to suspend, delay, or interrupt all or any part of the work of this contract for the period of time that the procurement officer determines appropriate for the convenience of the County. No adjustment shall be made under this clause for any suspension, delay, or interruption to the extent that performance would have been so suspended, delayed, or interrupted by any other cause, including the fault or negligence of the Contractor. No request for adjustment under this clause shall be granted unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the suspension, delay, or interruption, but not later than the date of final payment under the contract. SERIAL 240026-RFP 10.12 STOP WORK ORDER 10.12.1 The procurement officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 calendar days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 calendar days after a stop work order is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the procurement officer shall either: 10.12.1.1 cancel the stop work order; or 10.12.1.2 terminate the work covered by the order as provided in the Termination for Default or the Termination for Convenience clause of this contract. 10.12.1.3 The procurement officer may make an equitable adjustment in the delivery schedule and/or contract price, and the contract shall be modified, in writing, accordingly, if the Contractor demonstrates that the stop work order resulted in an increase in costs to the Contractor 10.13 TERMINATION FOR CONVENIENCE Maricopa County may terminate the resultant contract for convenience by providing 60 calendar days advance notice to the Contractor. 10.14 TERMINATION FOR DEFAULT 10.14.1 The County may, by written Notice of Default to the Contractor, terminate this contract in whole or in part if the Contractor fails to: 10.14.1.1 deliver the supplies or to perform the services within the time specified in this contract or any extension; 10.14.1.2 make progress, so as to endanger performance of this contract; or 10.14.1.3 perform any of the other provisions of this contract. 10.14.2 The County’s right to terminate this contract under these subparagraphs may be exercised if the Contractor does not cure such failure within 10 business days (or more if authorized in writing by the County) after receipt of a Notice to Cure from the procurement officer specifying the failure. 10.15 PERFORMANCE It shall be the Contractor’s responsibility to meet the proposed performance requirements. Maricopa County reserves the right to obtain services on the open market in the event the Contractor fails to perform, and any price differential will be charged against the Contractor. 10.16 CONTRACTOR EMPLOYEE MANAGEMENT County reserves the right to request the replacement of any Contractor personnel at any time, for any reason. SERIAL 240026-RFP 10.17 WARRANTY OF SERVICES 10.17.1 The Contractor warrants that all services provided hereunder will conform to the requirements of the contract, including all descriptions, specifications, and attachments made a part of this contract. County’s acceptance of services or goods provided by the Contractor shall not relieve the Contractor from its obligations under this warranty. 10.17.2 In addition to its other remedies, County may, at the Contractor's expense, require prompt correction of any services failing to meet the Contractor's warranty herein. Services corrected by the Contractor shall be subject to all the provisions of this contract in the manner and to the same extent as services originally furnished hereunder. 10.18 INSPECTION OF SERVICES 10.18.1 The Contractor shall provide and maintain an inspection system acceptable to County covering the services under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to County during contract performance and for as long afterwards as the contract requires. 10.18.2 County has the right to inspect and test all services called for by the contract, to the extent practicable at all times and places during the term of the contract. County shall perform inspections and tests in a manner that will not unduly delay the work. 10.18.3 If any of the services do not conform to contract requirements, County may require the Contractor to perform the services again in conformity with contract requirements, at no cost to the County. When the defects in services cannot be corrected by re-performance, County may: 10.18.3.1 require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and 10.18.3.2 reduce the contract price to reflect the reduced value of the services performed. 10.18.4 If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with contract requirements, County may: 10.18.4.1 by contract or otherwise, perform the services and charge to the Contractor, through direct billing or through payment reduction, any cost incurred by County that is directly related to the performance of such service; or 10.18.4.2 terminate the contract for default. 10.19 USAGE REPORT The Contractor shall furnish the County a usage report, upon request, delineating the acquisition activity governed by the contract. The format of the report shall be approved by the County and shall disclose the quantity and dollar value of each contract item by individual unit of measure. SERIAL 240026-RFP 10.20 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST Notice is given that, pursuant to A.R.S. § 38-511, the County may cancel any contract without penalty or further obligation within three years after execution of the contract, if any person significantly involved in initiating, negotiating, securing, drafting, or creating the contract on behalf of the County is at any time, while the contract or any extension of the contract is in effect, an employee or agent of any other party to the contract in any capacity or consultant to any other party of the contract with respect to the subject matter of the contract. Additionally, pursuant to A.R.S. § 38-511, the County may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting, or creating the contract on behalf of the County from any other party to the contract arising as the result of the contract. 10.21 OFFSET FOR DAMAGES In addition to all other remedies at Law or Equity, the County may offset from any money due to the Contractor any amounts Contractor owes to the County for damages resulting from breach or deficiencies in performance of the contract. 10.22 SUBCONTRACTING 10.22.1 The Contractor may not assign to another Contractor or subcontract to another party for performance of the terms and conditions hereof without the written consent of the County. All correspondence authorizing subcontracting must reference the bid serial number and identify the job or project. 10.22.2 The subcontractor’s rate for the job shall not exceed that of the prime Contractor’s rate, as bid in the pricing section, unless the prime Contractor is willing to absorb any higher rates. The subcontractor’s invoice shall be invoiced directly to the prime Contractor, who in turn shall pass-through the costs to the County, without mark- up. A copy of the subcontractor’s invoice must accompany the prime Contractor’s invoice. 10.23 AMENDMENTS All amendments to this contract shall be in writing and approved/signed by both parties. Maricopa County Office of Procurement Services shall be responsible for approving all amendments for Maricopa County. 10.24 ADDITIONS/DELETIONS OF REQUIREMENTS The County reserves the right to add and/or delete materials and services to a contract. If a service requirement is deleted, payment to the Contractor will be reduced proportionately to the amount of service reduced in accordance with the bid price. If additional materials or services are required from a contract, prices for such additions will be negotiated between the Contractor and the County. 10.25 RIGHTS IN DATA 10.25.1 The County shall have the use of data and reports resulting from a contract without additional cost or other restriction except as may be established by law or applicable regulation. Each party shall supply to the other party, upon request, any available information that is relevant to a contract and to the performance thereunder. 10.25.2 Data, records, reports, and all other information generated for the County by a third party as the result of a contract are the property of the County and shall be provided in a format designated by the County or shall be and remain accessible to the County into perpetuity. SERIAL 240026-RFP 10.26 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW 10.26.1 In accordance with Section MC1-372 of the Maricopa County Procurement Code, the Contractor agrees to retain (physical or digital copies of) all books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this contract for six years after final payment or until after the resolution of any audit questions, which could be more than six years, whichever is longest. The County, Federal or State auditors and any other persons duly authorized by the department shall have full access to and the right to examine, copy, and make use of, any and all said materials. 10.26.2 If the Contractor’s books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this contract are not sufficient to support and document that requested services were provided, the Contractor shall reimburse Maricopa County for the services not so adequately supported and documented. 10.27 AUDIT DISALLOWANCES If at any time it is determined by the County that a cost for which payment has been made is a disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course of action to address the disallowance shall be at sole discretion of the County, and may include either an adjustment to future invoices, request for credit, request for a check, or a deduction from current invoices submitted by the Contractor equal to the amount of the disallowance, or to require reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable to Maricopa County. 10.28 STRICT COMPLIANCE Acceptance by County of a performance that is not in strict compliance with the terms of the contract shall not be deemed to be a waiver of strict compliance with respect to all other terms of the contract. 10.29 VALIDITY The invalidity, in whole or in part, of any provision of this contract shall not void or affect the validity of any other provision of the contract. 10.30 SEVERABILITY The removal, in whole or in part, of any provision of this contract shall not void or affect the validity of any other provision of this contract. 10.31 RELATIONSHIPS 10.31.1 In the performance of the services described herein, the Contractor shall act solely as an independent Contractor, and nothing herein or implied herein shall at any time be construed as to create the relationship of employer and employee, co- employee, partnership, principal and agent, or joint venture between the County and the Contractor. 10.31.2 The County reserves the right of final approval on proposed staff. Also, upon request by the County, the Contractor will be required to remove any employees working on County projects and substitute personnel based on the discretion of the County within two business days, unless previously approved by the County. SERIAL 240026-RFP 10.32 NON-DISCRIMINATION Contractor agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09, including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive Order 99-4 and amends Executive Order 75-5 and is hereby incorporated into this contract as if set forth in full herein. During the performance of this contract, Contractor shall not discriminate against any employee, client, or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability, or national origin. (Arizona Executive Order 2009-09 can be viewed at https://apps.azsos.gov/public_services/register/2009/46/governor.pdf) 10.33 WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01 If vendor engages in for-profit activity and has 10 or more employees, and if this agreement has a value of $100,000 or more, vendor certifies it is not currently engaged in, and agrees for the duration of this agreement to not engage in, a boycott of goods or services from Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842. 10.34 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION 10.34.1 The undersigned (authorized official signing on behalf of the Contractor) certifies to the best of his or her knowledge and belief that the Contractor, its current officers, and directors: 10.34.1.1 are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from being awarded any contract or grant by any United States department or agency or any state, or local jurisdiction; 10.34.1.2 have not within a three-year period preceding this contract: 10.34.1.2.1 been convicted of fraud or any criminal offense in connection with obtaining, attempting to obtain, or as the result of performing a government entity (Federal, State or local) transaction or contract; or 10.34.1.2.2 been convicted of violation of any Federal or State antitrust statutes or conviction for embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property regarding a government entity transaction or contract; 10.34.1.3 are not presently indicted or criminally charged by a government entity (Federal, State or local) with commission of any criminal offenses in connection with obtaining, attempting to obtain, or as the result of performing a government entity public (Federal, State or local) transaction or contract; 10.34.1.4 are not presently facing any civil charges from any governmental entity regarding obtaining, attempting to obtain, or from performing any governmental entity contract or other transaction; and 10.34.1.5 have not within a three-year period preceding this contract had any public transaction (Federal, State or local) terminated for cause or default. SERIAL 240026-RFP 10.34.2 If any of the above circumstances described in the paragraph are applicable to the entity submitting a bid for this requirement, include with your bid an explanation of the matter including any final resolution. 10.34.3 The Contractor shall include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors or sub-subcontractors) and in all solicitations for lower tier covered transactions related to this contract. If this clause is applicable to a subcontractor or sub-subcontractor, the Contractor shall include the information required by this clause with their bid. 10.35 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS 10.35.1 By entering into the contract, the Contractor warrants compliance with the Immigration and Nationality Act (INA using E-Verify) and all other Federal immigration laws and regulations related to the immigration status of its employees and A.R.S. § 23-214(A). The Contractor shall obtain statements from its subcontractors certifying compliance and shall furnish the statements to the procurement officer upon request. These warranties shall remain in effect through the term of the contract. The Contractor and its subcontractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the Immigration Reform and Control Act of 1986, as amended from time to time, for all employees performing work under the contract and verify employee compliance using the E-Verify system and shall keep a record of the verification for the duration of the employee’s employment or at least three years, whichever is longer. I-9 forms are available for download at www.uscis.gov. 10.35.2 The County retains the legal right to inspect documents of Contractor and subcontractor employees performing work under this contract to verify compliance with paragraph 10.35.1 of this section. Contractor and subcontractor shall be given reasonable notice of the County’s intent to inspect and shall make the documents available at the time and date specified. Should the County suspect or find that the Contractor or any of its subcontractors are not in compliance, the County will consider this a material breach of the contract and may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor. 10.36 Contractor EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS 10.36.1 The parties agree that this contract and employees working on this contract will be subject to the Contractor employee whistleblower protections established by Title 41 U.S.C. § 4712 and Section 3.908 of the Federal Acquisition Regulation. 10.36.2 Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as described in Section 3.908 of the Federal Acquisition Regulation. Documentation of such employee notification must be kept on file by Contractor and copies provided to County upon request. 10.36.3 Contractor shall insert the substance of this clause, including this paragraph, in all subcontracts over the simplified acquisition threshold ($250,000 as of fiscal year 2018). SERIAL 240026-RFP 10.37 CONTRACTOR LICENSE REQUIREMENT The Contractor shall procure all permits, insurance, and licenses, and pay the charges and fees necessary and incidental to the lawful conduct of his/her business, and as necessary complete any requirements, by any and all governmental or non-governmental entities as mandated to maintain compliance with and remain in good standing. The Contractor shall keep fully informed of existing and future trade or industry requirements, and Federal, State, and local laws, ordinances, and regulations which in any manner affect the fulfillment of a contract and shall comply with the same. Contractor shall immediately notify both Office of Procurement Services and the department of any and all changes concerning permits, insurance, or licenses. 10.38 INFLUENCE 10.38.1 As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort to influence an employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct, may be grounds for disbarment or suspension under MC1-902. 10.38.2 An attempt to influence includes, but is not limited to: 10.38.2.1 A person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or educational passes or tickets, or any type of valuable contribution or subsidy that is offered or given with the intent to influence a decision, obtain a contract, garner favorable treatment, or gain favorable consideration of any kind. 10.38.3 If a person attempts to influence any employee or agent of Maricopa County, the chief procurement officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract. 10.39 CONFIDENTIAL INFORMATION 10.39.1 Any information obtained in the course of performing this contract may include information that is proprietary or confidential to the County. This provision establishes the Contractor’s obligation regarding such information. 10.39.2 The Contractor shall establish and maintain procedures and controls that are adequate to assure that no information contained in its records and/or obtained from the County or from others in carrying out its functions (services) under the contract shall be used by or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the contract. The Contractor’s procedures and controls, at a minimum, must be the same procedures and controls it uses to protect its own proprietary or confidential information. If, at any time during the duration of the contract, the County determines that the procedures and controls in place are not adequate, the Contractor shall institute any new and/or additional measures requested by the County within 15 business days of the written request to do so. 10.39.3 Any requests to the Contractor for County proprietary or confidential information shall be referred to the County for review and approval, prior to any dissemination. 10.40 PUBLIC RECORDS Under Arizona law, all offers submitted and opened are public records and must be retained by the County at the Maricopa County Office of Procurement Services. Offers shall be open to public inspection and copying after contract award and execution, except for such offers or sections thereof determined to contain proprietary or confidential information SERIAL 240026-RFP by the Office of Procurement Services. If an offeror believes that information in its offer or any resulting contract should not be released in response to a public record request, under Arizona law, the offeror shall indicate the specific information deemed confidential or proprietary and submit a statement with its offer detailing the reasons that the information should not be disclosed. Such reasons shall include the specific harm or prejudice which may arise from disclosure. The records manager of the Office of Procurement Services shall determine whether the identified information is confidential pursuant to the Maricopa County Procurement Code. 10.41 INTEGRATION This contract represents the entire and integrated agreement between the parties and supersedes all prior negotiations, proposals, communications, understandings, representations, or agreements, whether oral or written, expressed, or implied. 10.42 UNIFORM ADMINISTRATIVE REQUIREMENTS By entering into this contract, the Contractor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, Part 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq. 10.43 GOVERNING LAW This contract shall be governed by the laws of the State of Arizona. Venue for any actions or lawsuits involving this contract will be in Maricopa County Superior Court, Phoenix, Arizona. 10.44 FORCED LABOR 10.44.1 By submitting a bid for this solicitation and/or entering into a contract as a result of this solicitation, contractor agrees to comply with all applicable portions of Arizona Revised Statutes Section 35-394. Contracting; procurement; prohibition; written certification; remedy; termination; exception; definitions. 10.44.2 Contractor certifies that it does not currently, and agrees for the duration of the contract, that it will not use: 10.44.2.1 The forced labor of ethnic Uyghurs in the People’s Republic of China. 10.44.2.2 Any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. 10.44.2.3 Any contractors, subcontractors or suppliers that use the forced labor or any good or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. 10.44.3 If contractor becomes aware during the term of the agreement that contractor is not in compliance with this paragraph, the contractor shall notify the County within five business days after becoming aware of the noncompliance. If the contractor fails to provide a written certification to the County that the contractor has remedied the noncompliance within 180 days after notifying the County of its noncompliance, then the agreement terminates, except that if the agreement termination date occurs before the end the 180 day period, the agreement terminates on the agreement termination date. SERIAL 240026-RFP 10.45 PRICES Contractor warrants that prices extended to County under this contract are no higher than those paid by any other customer for these or similar services. 10.46 ORDER OF PRECEDENCE In the event of a conflict in the provisions of this contract and Contractor’s license agreement, if applicable, the terms of this contract shall prevail. 10.47 UNIQUE ENTITY IDENTIFIER (UEI) AND SYSTEM FOR AWARD MANAGEMENT REGISTRATION All contractors that receive funding must have a UEI number through https://sam.gov/content/entity-registration. Contractor must also remain current with the System for Award Management www.sam.gov throughout the term of the contract. 10.48 POLITICAL ACTIVITY PROHIBITED None of the funds, materials, property, or services contributed by the County or the contractor under the agreement shall be used in the performance of this agreement for any partisan political activity, or to further the election or defeat of any candidate for public office. 10.49 CERTIFICATION REGARDING LOBBYING 10.49.1 Contractor certifies, to the best of their knowledge and belief, that: 10.49.1.1 No federal appropriated funds have been paid or will be paid, by or on behalf of the contractor, to any person for influencing or attempting to influence an officer or employee of any agency. This applies to a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant. Including the making of any federal, loan the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 10.49.2 If any funds other than federal appropriated funds, have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. 10.49.3 Contractor shall include Lobbying Certification language in the award documents for all subcontractors (including sub-grants, and contract under grants, loans, and cooperative agreements) and that all sub-recipients shall certify and disclose accordingly. 10.49.3.1 The Lobbying Certification is a material representation of fact upon which reliance was placed when this transaction is made or entered into. Submission of this certification is prerequisite for making or entering into this transaction imposed by section 1352, Title 31, U.S. Code. Any successful proposer(s) who fail to file the required certification shall be subject to a civil penalty of not less than $10,000.00 and not more than $100,000.00 for each such failure. SERIAL 240026-RFP 10.50 INCORPORATION OF DOCUMENTS 10.50.1 The following are to be attached to and made part of this Contract: 10.50.1.1 Exhibit A - Vendor Information and Pricing 10.50.1.2 Exhibit B - Scope of Work 10.50.1.3 Exhibit B(a): Scope of Work for PersonalSAGE Financial Education Platform Overview 10.50.1.4 Exhibit C – Service Level Agreement with Performance Guarantees 10.50.1.5 Exhibit D - Respondent Questionnaire and Responses to Clarifying Questions 10.50.1.6 Exhibit E - Certification of Incorporation of Warranties 10.50.1.7 Exhibit F – Lobbying Packet 10.51 NOTICES All notices given pursuant to the terms of this contract shall be addressed to: For County: Maricopa County Office of Procurement Services 301 W. Jefferson St. Suite 700 Phoenix, Arizona 85003-1647 For Contractor: SageView Advisory Group, LLC 522 SW 5th Avenue, Suite 1225 Portland, OR 97204 10.52 INQUIRIES 10.52.1 Administrative telephone/email inquiries shall be addressed to: ELIZABETH KUTTNER, PROCUREMENT OFFICER TELEPHONE: (602) 506-0099 elizabeth.kuttner@maricopa.gov 10.52.2 Inquiries may be submitted by telephone but must be followed up in writing. No oral communication is binding on Maricopa County. SERIAL 240026-RFP IN WITNESS WHEREOF, this contract is executed on the date set forth above. CONTRACTOR AUTHORIZED SIGNATURE PRINTED NAME AND TITLE ADDRESS DATE MARICOPA COUNTY CHAIRMAN, BOARD OF SUPERVISORS DATE ATTESTED: CLERK OF THE BOARD DATE APPROVED AS TO FORM: DEPUTY COUNTY ATTORNEY DATE SERIAL 240026-RFP EXHIBIT A: VENDOR INFORMATION AND PRICING COMPANY NAME: SageView Advisory Group, LLC DOING BUSINESS AS (dba): MAILING ADDRESS: 522 SW 5th Avenue, Suite 1225, Portland, OR 97204 REMIT TO ADDRESS: TELEPHONE NUMBER: (949) 955-1395 FAX NUMBER: (949) 988-3215 WWW ADDRESS: www.sageviewadvisory.com REPRESENTATIVE NAME: Jake O'Shaughnessy REPRESENTATIVE TELEPHONE NUMBER: (503) 841-5255 REPRESENTATIVE EMAIL ADDRESS joshaughnessy@sageviewadvisory.com UNIQUE ENTITY ID (UEI) FROM SAM.GOV CXBUL83389B9 YES NO REBATE WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT: WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: NET 30 DAYS 1.0 PRICING: 1.1 Investment Advisory Service as described in Scope of Work Not to Exceed 1.1.1 February 1, 2024 through January 31, 2025 $ 75,000.00 1.1.2 February 1, 2025 through January 31, 2026 $ 78,000.00 1.1.3 February 1, 2026 through January 31, 2027 $ 81,000.00 SERIAL 240026-RFP EXHIBIT B - SCOPE OF WORK Jonathan Upham is authorized to bind the firm to all commitments made in the proposal and contractually. Jake O’Shaughnessy is the main point of contact for the Plan and for this RFP. If you have any questions, please do not hesitate to contact Jonathan or Jake at the contact information listed below: Jonathan Upham, AIF® Jake O’Shaughnessy, CFA President and Head of Institutional Retirement 4000 Managing Director MacArthur Boulevard, Suite 1050 522 SW 5th Avenue, Suite 1225 Newport Beach, CA 92660 Portland, OR 97204 (949) 955-1395 (503) 688-3535 jupham@sageviewadvisory.com joshaughnessy@sageviewadvisory.com 5.6.1.1. Proposal – This section shall contain an executive summary (an outline of the general approach utilized in the proposal) and a statement of all of the programs and services proposed, including conclusions and generalized recommendations. Proposals should be all-inclusive, detailing respondent’s best offer. SageView has read Maricopa’s Request for Proposals (RFP) for 457 plan and investment consulting services and certify that we have adequate personnel, equipment, and facilities to provide the requested services in the RFP to provide Plan Sponsor Fiduciary and Plan Sponsor Investment Advisory Services. The following contains an overview of the service team for Maricopa County, led by Jake O’Shaughnessy. Please note that the proposed service team is broken into “Core” and “Supplemental” personnel. Core Service Team members will be the day-to-day contacts and the individuals attending Committee meetings. Additional dedicated experts make up the Supplemental Service Team that will be engaged should specialized services / projects be required. We have provided the Core Service Team biographies later in our response. Should additional information regarding each individual be needed, we would be more than happy to provide it at a later time. CORE TEAM: Team Lead (Jake O’Shaughnessy) Account Management Practice Management Support SUPPLEMENTAL TEAM Vendor RFP and Benchmarking Director of Compliance Compliance Consultant The SageView Core team will continue to provide the following ongoing investment advisory services and fiduciary due diligence for Maricopa County (note that all meetings with the County shall be held virtually): • Monitor, evaluate and rate all of the Plan investments and provide recommendations regarding all funds. • Meet with the Committee on a quarterly basis, as decided by the Committee, and prepare all materials in advance. • Document Committee meetings and ongoing investment decisions through meeting minutes. • Consult with the Committee on an as-needed basis between meetings to keep them apprised of any changes in regulations or industry trends that impact the decision making of the Committee or investment-related issues that need immediate attention. • Serve as a liaison between all service providers to monitor value being provided to the plans and ensure timely responses to issues/concerns of the Committee and participants. • Review the Investment Policy Statement and Committee Charter on an annual basis as well as all plan costs, education campaigns, plan milestones and goals of the plan. • Provide ongoing compliance monitoring and fiduciary training for all Committee members. • Provide services to conduct a recordkeeping RFP curing the course of this Consulting Contract SERIAL 240026-RFP These services are included in our annual fixed fee (See Exhibit A: Vendor Information and Pricing). SageView Advisory Group, LLC (“SageView”) is a SEC Registered Investment Advisory (“RIA”) firm founded in 1989 to provide fiduciary and investment consulting services to retirement plans. As of June 30, 2023, we provide consulting services to 2,236 retirement plans with $183.5 billion in assets under advisement. SageView currently has 275 employees across 33 offices nationwide. Our current clients include a diverse array of states, counties, cities, and other governmental agencies throughout the nation. As a result of the large number of public plan provider bids we manage, we have extensive experience in working with investment managers, custodians, auditors, and other service providers that serve governmental/public entities. Our goal is to leverage our experience and insight to deliver superior service experience and value to our clients. SageView has been working with public sector plan sponsors since our earliest years and we see a tremendous opportunity to help governmental plan sponsors to continue optimizing their retirement programs into the future. The frequent existence of a defined benefit plan or hybrid plan, in some cases the ability to extend the plan to multiple municipalities, the public nature of procurement and decision making, the non-ERISA regulatory environment, and a unique set of administrative providers which focus on this arena are some of the reasons that the public employer deferred compensation industry demands an advisor that is familiar with these aspects. Our focus and experience in this area has resulted in several public entities selecting SageView to be their unbiased advisory partner. SageView is committed to understanding and advocating for the unique needs of public sector retirement plan sponsors and employees. To further demonstrate our commitment to the governmental deferred compensation industry, SageView is a sponsor at the National Association of Government Defined Contribution Administrators (“NAGDCA”) conference each year and sends several employees to attend and contribute to the conference. In addition, Jake spoke at the 2023 regarding recordkeeping RFP Best Practices and has previously served as the NAGDCA Industry Committee President. SageView is also a frequent attendee and supporter of several state public sector associations. SageView has no conflicts of interest in providing 457 plan and investment consulting services for Maricopa County. We have not directly nor indirectly induced or solicited any person to submit a false proposal or to refrain from proposing, nor have we in any manner sought by collusion to secure an advantage over any other proposer. We have not retained or been retained to solicit or secure a state contract or an agreement or understanding for a commission, percentage, brokerage, or contingent fee. We have thoroughly examined the RFP requirements and our proposed fees cover all services that we have indicated we can meet. We acknowledge and accept all terms and conditions included in the RFP. 5.6.1.2. Respondent shall include with their proposal drafts of the following documents which the County may negotiate and/or may be incorporated into the contact: 5.6.1.4 Service Level Agreement • See Exhibit C: Service Level Agreement with Performance Guarantees 5.6.1.3.2. Submit at least two samples of participant investment education pieces* PARTICIPANT EDUCATION SageView shall provide the following Participant Education at no fee to the County: • Monthly Financial Wellness Workshop Webinars • Virtual Pre-Retiree Bootcamps and national webinars • Pre-retiree and asset allocation email campaigns • Two days of on-site education -Specific content/presentations to be mutually agreed upon by client. SERIAL 240026-RFP SageView shall provide PersonalSage to the County should the County wish to activate this option and as described below: • SageView shall provide PersonalSage unlimited coaching to the County should the County decide to turn on/activate this option for 12-months of service starting on a mutually agreed upon future effective date for an annual fee of $27,500.00 that will be due when/if the service is activated. • SageView shall pass through to the County, with no mark-up, any implementation charges from our 3rd party vendor. • The County is under no obligation to exercise the option to accept PersonalSage education and shall not incur any expenses related to PersonalSage unless the County exercises the option to activate the services. See Exhibit B(a): Scope of Work for PersonalSage Financial Education Platform Overview for additional information about PersonalSage. QUALIFICATIONS This section shall describe the respondent’s ability and experience related to the programs and services proposed. All project personnel, as applicable, shall be listed, including a description of assignments and responsibilities, a resume of professional experience, an estimate of the time each would devote to this program, and other pertinent information. Please see below for the estimated time we anticipate each proposed service team member to devote to the Maricopa County retirement program. Please note that we work on a fixed fee for service basis and will devote as much time as necessary to provide the services outlined in the Scope of Work. Role Personnel Name Estimated Hours Lead Advisor Jake O’Shaughnessy 6 hours Supporting Advisor 4 hours/quarter Practice Management Support 2 hours/quarter Performance Measurement Team Corporate Resources 2 hours/quarter Investment Committee Corporate Resources 2 hours/annually Review/Support Roles on Service Team Team Lead The Team Lead, Jake O’Shaughnessy, is responsible for the overall relationship between SageView and the County. He will continue to advise the Board on plan design, recordkeeper oversight, and fiduciary best practices to analyze your retirement program to determine the most effective way for your employees to maximize their benefit. Account Management The Account Manager supports the day-to-day delivery of services such as preparing performance reports and investment manager searches, when necessary, as well as acting as a liaison between the County and all other service providers. He will leverage his experience in working with your retirement plan to continue to analyze the current plan design structure and recommend changes that may benefit your participants or make your plan easier to administer. He will also work closely with the Team Lead to benchmark all fees currently being paid by the Plan and its participants to determine their reasonableness. Furthermore, he is a member SageView’s Investment Committee and can share the insights gained from this role directly with the County. SERIAL 240026-RFP Practice Management Support Account Management Support plays an integral role in servicing the County’s relationship by facilitating the investment performance reporting process and communicating with County staff regarding meeting deliverables and scheduling. By providing a constant and prompt point of contact for County, you can rest assured that a member of the SageView team will be available to meet your needs at all times. Account Management Support provides administrative support for the Team Lead’s book of business. SERIAL 240026-RFP EXHIBIT B(a) - SCOPE OF WORK FOR PERSONALSAGE FINANCIAL EDUCATION PLATFORM OVERVIEW TABLE OF CONTENTS: I. PersonalSAGE Financial Education Platform Overview II. PersonalSAGE Core Services III. PersonalSAGE Additional Features IV. Implementation Timeline & Pricing I. PERSONAL SAGE FINANCIAL EDUCATION PLATFORM OVERVIEW PersonalSAGE represents SageView’s desire to help employees feel confident about their finances, be prepared for retirement, and our commitment to providing the resources necessary to achieve that goal. Providing customized communication that is easy for individuals to understand, as well as webinars and personal consultations, is essential in helping employees meet their financial goals and helps them be more engaged and productive in the workplace. PersonalSAGE is a comprehensive financial wellness platform providing personalized solutions aimed at encouraging participants to engage with our team of financial coaches, thus, each program element provides an opportunity to make a connection with participants. Our coaches serve as a point-in-time fiduciary for the advice provided and will be available to answer general Participant questions about their retirement plan and investments. Please see below for the services we offer under this model, which are all provided by our PersonalSAGE technology and/or a financial coach: SERIAL 240026-RFP II. PERSONALSAGE CORE SERVICES Monthly Financial Wellness Workshop Webinars Our team hosts monthly employee webinars on various financial wellness topics. These Wellness Workshops provide a base layer of education for participants. The following is the annual schedule of upcoming webinars in 2024: On-Site Education SageView will provide education, in either a group and/or one-on-one setting upon the County’s preference. The education provided will be curated to meet the specific needs of your participants, and we will look to coordinate with you to build out the curriculum. The number of education days can be coordinated as an ad hoc service. Pre-Retiree Education – Retirement Success Program The Retirement Success Program is a multi-channel offering that includes emails, mailers, flyers, webinars, and one-on-one meetings for participants. This program is offered to employees over the age of 50. The Program entails bi-weekly email campaign for the first 2 months, followed by a monthly email campaign or the following 6 months. SageView’s team of PersonalSAGE Financial Coaches will host national Pre- Retiree Bootcamp webinars for employees to educate them on navigating their financial futures, which includes topics such as Social Security, Medicare, understanding Tax essentials, appropriate asset allocation, and making money last in retirement. Following the conclusion of the program, we will review the results with the Plan Sponsor and reassess our education plan based on the success and engagement of this program. Program participants will continue to receive a quarterly pre-retirement newsletter following completion of the program. Please note that this program can only be implemented upon receipt of a census file from the County, which should include a list of employees and the following information on each individual: e-mail addresses, phone numbers, mailing addresses, age, and retirement plan account balances. As an alternative, the Plan Sponsor can also separately identify the group of participants for us to include in this program. Participant Website and Call Center Employees are provided access to an online resource center at https://mypersonalsage.com/. Through this website, participants can view our library of educational materials, sign up for webinars, and connect with a financial coach for financial advice (either on-demand or via scheduling tool). Our one-on-one SERIAL 240026-RFP consultations can be held/scheduled by phone or via zoom. The financial coaches can provide point-in- time recommendations to assist the Participant with the following: • Making informed investment choices, • help to develop a plan to draw down debt, or • ways to build up an emergency savings plan. Our goal is to look at the participants’ entire financial situation, as opposed to only looking at their retirement account balance. Coaches are trained on the nuances of Governmental retirement plan provisions, including the unique Maricopa County Defined Benefit Plan provisions for those that may be eligible. Employee Transition Solutions Entering a new place of employment and leaving an existing employer can be an overwhelming experience with the large number of choices available. With the SageView’s Employee Transitions Solutions program, a financial coach is available to guide new participants through transferring money from the previous employer’s retirement plan, show them how to log in to the new recordkeeper website, discuss new investment options, and provide them with savings advice. For participants who are leaving, we can help them understand their options of either taking a distribution, keeping money in the plan, considering a rollover to an IRA, or transferring to a new employer’s plan. Each option has pros, cons, and important tax considerations that our Financial Coaches can walk through with them to make the best-informed decision. Financial Snapshot Employees receive a personalized snapshot of their financial standing after completing a brief, web-based intake questionnaire. This snapshot serves as a base for an introductory, high-level financial plan and will be accessible on a point-in-time basis. After completing the initial intake questionnaire, Employees can access additional web-based questionnaires regarding financial habits and mindset to further personalize their experience. There are multiple stages/levels of these questionnaires. In addition, there are over 150 resources in the form of worksheets, videos, articles, and links to helpful resources. III. PERSONALSAGE ADDITIONAL FEATURES Monthly Email Newsletters for Employees Within the PersonalSAGE Financial Education Platform, we will communicate directly with employees. This will require a periodic census file upload via SFTP site which is unique to Maricopa County. Monthly newsletters include the delivery of a piece of education, reminders of upcoming Wellness Workshops, information on accessing the Financial Coaches, and prompted to access the Financial Snapshot experience. SERIAL 240026-RFP Plan Sponsor Utilization Reporting We will provide Plan Sponsors with a quarterly utilization report for PersonalSAGE, which includes statistics on how many employees are utilizing our call center, attending each of our monthly webinars, have completed a Financial Snapshot intake questionnaire, and have met with a Financial Coach. These reports are extremely useful to identify any trends within the County’s Participant base, or where we should focus our education time. IV. IMPLEMENTATION TIMELINE & PRICING Our PersonalSAGE launch to our clients typically takes 2-4 weeks. Please see below for a sample timeline of our initial PersonalSAGE engagement: Timeframe* Content Involved Parties Pre-Launch Contract discussion County and SageView Kick-off conversation Week 1 Ideal timeline for launch County and SageView Connectivity groundwork - technology Additional questions and marketing Weeks 2 & 3 communication Assignment of unique login County and code SageView Preview and delivery of marketing materials Census File with complete employee details uploaded to SFTP Site by the County Launch SageView provides sample email language for Week 4 participants, sample marketing materials that we County and will be sending directly to participants, and any SageView additional resources requested SageView is offering the PersonalSAGE Employee Education platform to Maricopa County and their employees for an annual fee of $27,500 for a 12 month period. *Additional time may be needed for special services or requests. SERIAL 240026-RFP EXHIBIT C – SERVICE LEVEL AGREEMENT WITH PERFORMANCE GUARANTEES SAGEVIEW – PERFORMANCE GUARANTEES SageView Performance Guarantee Fee at risk if guarantee is not met Emails/phone calls replied within 1 business day $1,000 per occurrence Meeting minutes provided 10 calendar days prior to $1,000 per occurrence next scheduled meeting Agenda review completed and returned no later than $1,000 per occurrence 10 calendar days prior to meeting date Performance Reports delivered no later than 10 $1,000 per occurrence calendar days prior to meeting date** 1. How will the non-performance be triggered? How will fees be paid? Non-performance will be triggered by Maricopa County when a performance guarantee is not met. SageView shall deduct any potential fee from our quarterly invoice in the quarter following when a guarantee not being met. ** Performance Reports shall be provided to the County no later than 10 calendar days prior to County executive meetings, assuming the due date is later than 35 days after quarter end, unless a different delivery date of performance reports is negotiated with and approved in writing by the County. SERIAL 240026-RFP EXHIBIT D - RESPONDENT QUESTIONNAIRE AND RESPONSES TO CLARIFYING QUESTIONS RESPONSES TO CLARIFYING QUESTIONS received from SageView 12/14/23 1. How will the non-performance [re: SageView Performance Guarantee] be triggered? How paid? Non-performance will be triggered by Maricopa County when a performance guarantee is not met. We would prefer to deduct any potential fee from our quarterly invoice in the quarter following when a guarantee not being met. SageView Performance Guarantee Fee at risk if guarantee is not met Emails/phone calls replied within 1 business day $1,000 per occurrence Meeting minutes provided 10 days prior to next $1,000 per occurrence scheduled meeting Agenda review completed and returned 10 days prior $1,000 per occurrence to meeting date Performance Reports delivered 7 days prior to $1,000 per occurrence meeting date 2. Is the coaching unlimited? If not, how many coaching calls are available per employee per year? We do not currently limit the number of coaching calls available per employee. If the financial needs of the participant are outside of the scope of the PersonalSAGE service, they would be eligible to have a conversation with a Wealth Advisor. This type of arrangement would be outside of the scope of the PersonalSAGE agreement, and the individual employee would be made aware of any potential cost associated with these services. While PersonalSAGE is meant to improve financial confidence, provide point-in-time advice, and enhance the education of the employees, it is not considered an all- in financial advice solution that would be as robust as hiring a personal advisor for an individual financial plan, or investment management solutions. If the County would like to limit the number of calls, we are open to discussing that type of arrangement, but we have not had the need to this point. 3. The County requires a data file with participant ID and date of coaching call for awarding an incentive. Can SageView provide the report according to the County’s 3rd party provider? On what schedule? Bi-weekly is desired. Monthly is required. For many of the components, this would be a manual process, and for others. we would be responsible for building the data feed. There might be a cost associated with building the data feed, however, we would request further discussion before determination. Additional information that we would request would be to indicate the County’s 3rd party provider and whether they require SSO capabilities. Currently, our systems are set up to provide reporting back to Plan Sponsors in aggregate and do not provide individual data. We can, however, provide individual information on usage rates of these components. 4. How many and what other clients offer PersonalSage? Currently, we have 34 clients on the PersonalSAGE platform, which was launched in January of this year. There are an additional 23 clients in the contracting phase of implementation. In the interest of our clients, we are not at liberty to share the names of adopting employers. SERIAL 240026-RFP RESPONDENT QUESTIONNAIRE (Submitted as Attachment E in response to request for proposal 240026-RFP) MARICOPA COUNTY 240026-RFP INVESTMENT ADVISORY SERVICES ATTACHMENT E-RESPONDENT QUESTIONNAIRE RESPONDENT NAME: SageView Advisory Group Q# Question Response C1 Describe the history of your firm. SageView Advisory Group, LLC (“SageView”) is a Include: SEC Registered Investment Advisory (“RIA”) firm - the month and year of SEC 1940 Act founded in April 1989 to provide fiduciary and registration investment consulting services to retirement plans - the month and year the firm began sponsored by corporate and tax-exempt clients. offering investment consulting services We became registered with the SEC 1940 Act in to tax-exempt clients. April 1998. Our core deliverable is to provide investment advisory services, including investment management, fiduciary governance, vendor/fee benchmarking, plan design consulting, plan compliance operations, managing vendor relationships, and employee education. Please see below for a general timeline of our history: • 1989 – Firm founded in Irvine, CA (now in Newport Beach, CA) • 2003 – Opened second office in Los Angeles, CA • 2004 – Acquired Willis Insurance Retirement Practice • 2008 – Established DB/Actuarial Group and began offering 3(38) services • 2009 – Retirement plan assets to which we consult surpassed $10 billion • 2010 – Number of retirement plans to which we consult surpassed 500 • 2011 – SageView Foundation launched to share a portion of SageView’s success with those in need • 2012 – Retirement plan assets to which we consult surpassed $25 billion • 2013 – CEO, Randy Long received Lifetime Achievement Award from PLANADVISER Magazine • 2014 – Named Multi-Office Retirement Plan Adviser of the Year by PLANSPONSOR Magazine • 2015 – Number of retirement plans to which we consult surpassed 1,000 • 2016 – Acquired advisors and public plan SERIAL 240026-RFP retirement plan business from Arnerich Massena • 2018 – Cumulative SageView Foundation charitable donations exceeded $1 million • 2019 – Opened 25th office • 2020 – Partnership with Aquiline Capital Partners • 2021 – Acquired MJM401k and Arnerich Massena’s remaining retirement plan business • 2022 – Acquired Channel Financial, Capital One Investing, and kPlans, Summit Financial Consultants, Lakeview Financial Services, Horsetooth Financial; opened 32nd office • 2023 – Acquired Retirement Benefits Group; Our firm founder, Randy Long transitions from the role of CEO to the role of Chairman of the Board, and John Longley is appointed new CEO C2 Describe the ownership of your firm. SageView is a privately held organization owned Include: by its employees along with an interest from - Ownership structure private equity firm Aquiline Capital Partners. Our - Affiliated companies or joint ventures structure includes oversight by our Aquiline Board, - If an affiliate, provide % of parent in addition to the SageView Executive Committee firm’s total revenue generated by your consisting of: organization - If the firm is a joint venture partner, • John Longley – Chief Executive Officer identify the % ownership and • Jon Upham, AIF – Principal revenues recognized by each partner to • Tony Notermann – Chief Financial Officer the combined association. • Natasha Pfieffer– General Counsel • Jorge Bernal – Chief Operating Officer • Tara Egan – Chief Human Resources Director We do not have any affiliated companies or joint ventures. C3 Have there been any organizational No. In December 2020, SageView entered a changes in the last five years that may strategic partnership with Aquiline Capital impact your ability to provide services Partners to facilitate growth through acquisition listed in the scope of services? and to enhance service and technology deliverables for our clients. SageView has been providing fiduciary services to institutional retirement plans since 1989, and this partnership does not impact our ability to provide services listed in the scope of services. C4 Does your firm, its employees and/or No. any of its affiliates or related entities own any interest in or are a part of a broker/dealer, money management firm, third party administrator, recordkeeper, insurance company or other organization that sells investments, administration, auditing, legal or related services to retirements SERIAL 240026-RFP plans? If so, describe all in detail. C5 Describe your firm's policies and SageView’s conflict of interest information for procedures to prevent possible conflicts managing and/or preventing conflicts from of interest which may result from other occurring is embedded in our Code of Ethics services or products provided by or to Policy, which is enforced by our Chief Compliance your firm or affiliated organizations. Officer (CCO). As a condition of employment, all new employees are required to acknowledge, in writing, that they have reviewed and will abide by the Code of Ethics Policy. In addition, our internal compliance team conducts annual reviews of organizational conformance with all corporate policies and reports to senior management on any noted variances. At the heart of our policy is doing what is in the best interest of our clients. To that end, we do not and will not accept any outside compensation from any third party. While it should be noted that violations of the Code of Ethics Policy will result in termination of employment, the County should take solace in learning we have never terminated an employee for this reason. If a potential conflict of interest should arise at any time during our contract, we will notify the County immediately, as well as discuss appropriate actions to resolve the situation. C6 Does your firm have any No. We do not have any conflicts of interest with conflicts of interest with the County's any recordkeepers and can work with any in the 457(b) plan’s recordkeeper? (i.e., industry. Nationwide Retirement Services) C7 Does your firm, its employees and/or No. any of its affiliates or related entities receive any remuneration or other economic benefit from any broker/dealer, money management firm, third party administrator, insurance company or other organization that sells investments, or any other firm providing audit, administration, investments, recordkeeping, legal or related services to retirement plans? If so, describe all in detail. C8 List the total number of persons SageView has 38 employees who serve in employed by function (i.e., technology, corporate operations resources (Accounting, HR, in investment consulting services) Finance, Operations), 150 in investment consulting services, and in 87 private wealth management. SERIAL 240026-RFP C9 Provide the location and function of Arizona – Phoenix; Retirement Plan Consulting; 9 each of your firm’s offices:Location employees Function No. of Professionals California – Culver City; Retirement Plan Consulting; 1 employee California – Manhattan Beach; Retirement Plan Consulting; 1 employee California – Newport Beach (HQ); Corporate Operations Resources, Retirement Plan Consulting and Private Wealth Management; 84 employees California – San Diego; Retirement Plan Consulting; 5 employees California – San Jose; Retirement Plan Consulting and Private Wealth Management; 5 employees California – Valencia; Retirement Plan Consulting; 5 employees California – Westlake Village; Retirement Plan Consulting; 6 employees California – Woodside; Retirement Plan Consulting; 10 employees Colorado – Denver; Retirement Plan Consulting and Private Wealth Management; 8 employees Connecticut – West Hartford; Retirement Plan Consulting; 1 employee District of Columbia, Washington; Retirement Plan Consulting; 4 employees Florida – West Palm Beach; Retirement Plan Consulting; 6 employees Georgia – Atlanta; Retirement Plan Consulting; 3 employees Hawaii – Honolulu; Retirement Plan Consulting; 2 employees Illinois – Chicago; Retirement Plan Consulting; 5 employees Massachusetts – Boston; Retirement Plan Consulting; 8 employees Massachusetts – Northampton; Private Wealth Management; 4 employees Michigan – Bloomfield Hills; Private Wealth Management; 26 employees SERIAL 240026-RFP Michigan – Grosse Pointe Farms; Private Wealth Management; 2 employees Minnesota – Minneapolis; Retirement Plan Consulting; 14 employees Missouri – Kansas City; Retirement Plan Consulting; 1 employee Nebraska – Omaha; Retirement Plan Consulting; 1 employee Ohio – Cleveland; Retirement Plan Consulting; 1 employee Oregon – Portland; Retirement Plan Consulting; 4 employees Texas – Austin; Retirement Plan Consulting; 2 employees Texas – Dallas; Corporate Operations Resources, Retirement Plan Consulting and Private Wealth Management; 17 employees Texas – Fort Worth; Retirement Plan Consulting; 3 employees Texas – Houston; Retirement Plan Consulting; 1 employee Tennessee – Knoxville; Retirement Plan Consulting and Private Wealth Management; 18 employees Virginia – Richmond; Retirement Plan Consulting; 14 employees Washington – Seattle; Retirement Plan Consulting; 3 employees Wisconsin – Milwaukee; Retirement Plan Consulting; 1 employee SERIAL 240026-RFP C10 What services would specifically be The full scope of work is going to be performed by provided by which office location for this Jake O’Shaughnessy, one of our National Practice account? Leaders for Government Markets. Jake is based in our Portland, OR office.Addition dedicated experts are available to the County, should specialized services / projects be required. We have national resources in various specialties (non-qualified plans, fiduciary process, vendor benchmarking, compliance, etc.). We have the following resources available to our clients:• National Investment Committee• Actuarial practice/expertise• PersonalSAGE Financial Coaches for employee and participant education• Executive Financial Planning • Advisory Services Team – expertise in deliverables such as IntegrityIRA and SageView Personalized Portfolios (“Advisor Managed Accounts”)• Vendor RFP Team – maintains relations with all vendors and conducts vendor benchmarking projects for the firm• Compliance Consulting Team• Practice Management Team – Responsible for business operations such as pulling together data and running plan design and fee benchmarking reportsSageView has a comradery and synergy among all offices that is not often found in our industry. Insights and information are shared daily among our professionals, so when you hire SageView, in some respects, you enlist the collective wisdom and technical experience of our entire firm. Additionally, we’ve learned from client feedback surveys that one of the key reasons why we’re initially hired, and why clients stay with us, is the personality fit of our service team members. Our clients truly enjoy working with us and we enjoy working with them. C11 What is your firm's fiduciary SageView is registered as an RIA with the SEC classification (bank, insurance company, under the Investment Advisers Act of 1940. We Registered Investment Advisor have provided our Form ADV Parts I & IIA as (Investment Advisors Act of 1940), Exhibit E. affiliate of fiduciary (provide name and classification), other - explain) C12 Describe any current, pending, settled, None. or threatened litigation or administrative actions against your firm. C13 Provide the levels (U.S. dollar amounts) SageView currently carries a per claim and of coverage for fidelity bonds, errors and aggregate limit of $10 million in E&O coverage, omissions coverage, and any other held with Wesco Insurance Company and Crum & fiduciary coverage which your firm Forster Specialty Insurance Co. We also carry an carries. List the insurance carriers aggregate of $25 million in an ERISA Bond, held supplying the coverages. with Hartford Fire Insurance. SERIAL 240026-RFP C14 Have there been any material changes No. to the firm’s fidelity bond or fiduciary insurance in the last five years? C15 Disclose your firm's sources of revenue. 62% of our firm’s revenue is derived from Include the percent of revenue from retirement plan investment advisory services, and investment advisory and consultation the remaining 38% is derived from individual services compared to all other sources private wealth management. of revenue. C16 Provide a description of your firm’s SageView’s professional staff are W-2 salaried compensation arrangements for senior employees. Compensation is aligned with the management including incentives, profit goals of our clients, and determined based on a sharing, and other bonuses. host of metrics, the most important being client retention, client satisfaction and job performance. C17 What was your firm's client turnover in 2022 terms of number and percent of clients 360 Clients and 23% Gained each year for the past three (3) years? 13 Clients and <1% Lost ___________Number and _____% Gained 2021 ___________Number and _____% Lost 235 Clients and 20% Gained 14 Clients and 1% Lost 2020 71 Clients and 7% Gained 8 Clients and <1% Lost Please note that we acquired several books of business in 2021 and 2022, which contributed to our accelerated growth. The above number of clients lost nationally choose to work with another advisory firm. As you might expect, there were additional clients that chose to terminate their plan or who were purchased by another organization and merged their plan into the acquiring company’s program, however those decisions are out of our control. C18 Provide total number of clients and As of June 30, 2023, we provide consulting assets under care from clients similar to services to 137 Governmental 457(b) plans with Maricopa County (i.e., Governmental $6.9 billion in assets under advisement (“AUA”) , 457b, $660m in assets, 12,000 active 56 plans with $500 million - $1 billion in assets employees) at your firm. totaling $37.4 billion in AUA, and 30 plans with 10,000 – 20,000 active employees. I1 Describe your investment consulting Since our inception over 30 years ago, SageView philosophy as it applies to defined has been focused on providing independent and contribution plans, particularly plans of unbiased investment advisory and consulting public sector sponsors. services to governmental retirement plan sponsors as a partner to both their fiduciary responsibilities and serving the needs of plan participants. In working with over 1,600 retirement Plan Sponsors across the United States, our expertise is not limited to investments; but we SERIAL 240026-RFP are true retirement plan experts and fiduciary partners. We enjoy partnering to accomplish client objectives in retirement plan operations, cost benchmarking, plan design, employee education/advice, investment due-diligence and overall fiduciary plan governance and risk management. Furthermore, our knowledge and experience with the recordkeepers which tend to serve governmental Plan Sponsors, including your incumbent Nationwide Financial, are unmatched.Our mission is to be known as the advisor of choice for plan sponsors who desire to engage with their associates to ensure a comfortable retirement. Our vision is helping our clients “see where they are going” by synthesizing the complexities of plan sponsorship in order to ensure fiduciary duties and participant needs are met to the highest standard because SageView CARES:• Clarity – Operating, communicating and delivering transparent solutions• Authenticity – Earning trust through empathy, humility and loyalty• Resourcefulness – Bringing the right people, processes and capabilities to every situation• Excellence – surpassing expectations while building purposeful, lasting relationships• Service – Who we are and what we doInvestment Manager Research is a core focus at SageView, especially since it is all done in-house. The breadth and size of our client base requires that we stay educated and knowledgeable about all asset classes. Our philosophy is based on finding managers who can execute their investment strategy consistently and thereby minimize style drift within their portfolio. We favor managers with stable, long-term track records rather than those who hit occasional home runs. In our research, we want to learn why an investment manager performed well and whether they have a repeatable investment strategy that gives them a competitive advantage. When appropriate, we try to find those “diamond in the rough” managers who may have been overlooked by the investment community. As our skill and experience continue to evolve, we re-evaluate our processes and enhance our philosophy to ensure that both remain dynamic and consistently improving. I2 How would you implement this In order to help our clients not only meet their investment consulting philosophy at fiduciary responsibilities, but also create best-in- Maricopa County? class Deferred Compensation Plans, SageView will continue to take a comprehensive investment consulting approach with Maricopa County. We SERIAL 240026-RFP want to know what the County’s priorities are and see those implemented and reflected where appropriate in the Plan. This Plan is a tremendous benefit which the County offers to employees, and we aim to have all parties appreciate the value of the Plan to them. In the future, SageView will help to reduce fees and maintain a prudent set of investment options. However, increasingly aspects such as employee wellness, cybersecurity, and employee retention/attraction may require some elements of the deferred compensation plan. These types of innovative and effective ‘outside the box’ plan solutions are challenges which SageView welcomes. More specific to our focus on Investment Manager Research, we employ 37 investment professionals who contribute to investment research across four main disciplines: (1) manager research, (2) asset allocation, (3) asset/liability modeling, (4) discretionary portfolio management, and (5) cash balance. Each of these disciplines correspond to a standing sub-committee to the SageView National Investment Committee (“IC”). The National IC comprises 21 investment professionals and presently includes six CFA Charterholders and five CIMA certificants. To facilitate effective and timely decision making, seven members of the IC are designated as voting Board Members at any given point in time. We have provided the organizational chart for our National IC as Exhibit F. SageView’s Manager Research Team consists of 19 investment analysts who divide research coverage assignments along investment category lines. The lead analyst in each category is responsible for performing ongoing due diligence for covered investment strategies in that space. Lead analysts are also responsible for coordinating with the sub- committee Chairman to periodically conduct new manager searches and ensure that all requisite due diligence steps are followed in the manager evaluation process. Our internal Investment Committee has established an annual rotation to perform onsite visits of many investment managers at their home office. The goal is to visit each of the investment managers on our select list at least once every two years. Also, based on the size and the national presence of our firm, we do meet with many SERIAL 240026-RFP portfolio managers more frequently. Information from each of these meetings is documented and circulated to all service teams nationally, who then disseminate the information to Committees / Boards at meetings. I3 Describe any services your firm provides SageView is one of the only firms in the industry that might not be offered by other that is truly independent with a business model investment advisory firms. structured to serve the distinct needs of retirement plan committees and employees. Below are several examples of how we’ve continued to innovate and focused our investment to increase capabilities and resources for retirement plan participants over the last five years: • Fiduciary Training Program to enhance Committee understanding of fiduciary responsibilities • Dedicated RFP and Plan Benchmarking Practice Team that oversees over 100 vendor RFPs annually, giving us unique insight into market trends and pricing • Exclusive Investment Manager Relationship Pricing – negotiating lower investment fees for our clients than are otherwise available in the marketplace • Personalized Portfolios Technology (Advisor Managed Accounts, “AMA”) as we continue to see the trend of using data to create more refined and tailored allocations by participant to improve retirement readiness • PersonalSAGE Wellness Program – provides meaningful and personal engagement to employees working with a financial coach to provide independent advice without any proprietary product push branded and offered by the employer as an integrated service under the retirement benefit program • De minimus Account Risk Mitigation – IntegrityIRA, shifting the responsibility of accounting for “lost participants” In addition, the investment and development of proprietary analytics technology at SageView is driven by our National Investment Committee. As members of the Committee interact and work directly with clients in offices around the country, we believe such client knowledge coupled with investment expertise offers a more robust and objective development framework, free of conflicts often inherent when acting as the SERIAL 240026-RFP investment platform and advisory firm. Our approach results in innovative tools that meet the real-world needs of clients facing a continuously evolving fiduciary landscape. Some examples include: • Best Fit Target Date Selection Tool (uses plan design and demographics to forecast retirement readiness) • Stable Value Tool (follows a due diligence process that is consistent in nature but also recognizes the unique differences between the different stable value product structures) • Online Fiduciary Training Modules I4 Describe your firm's fund performance To evaluate investment funds and managers, measurement and analytics process. we’ve developed a proprietary scoring methodology used exclusively for retirement plan clients. The SageView Scoring Methodology is comprised of a detailed quantitative analysis consisting of performance, ratio, style and expense metrics. In determining the success of a fund, it is crucial that all data is viewed in context to the other funds within a category, as various asset classes can perform differently at any given time. For that reason, a fund is given a peer group ranking in each quantitative metric, shown as a percentage from 1% to 100%. As an example, a ranking of 10% indicates a fund is in the top 10% of its peer group for said quantitative metric. The rankings for all criteria are then weighted to give a fund its average ranking score, the lower the average ranking score, the better. If a fund scores 50% or higher, it is placed on the watch-list, and after 4 consecutive quarters on the watch-list, it is subject to replacement. While the scoring methodology is solely based on quantitative metrics, a fund may be placed on the watch-list due to qualitative factors as well. We use the quantitative screen and past performance as a guide to help us identify managers who are worthy of additional qualitative analysis. Several qualitative criteria and possible warning signs are monitored that highlight a fund’s potential exposure to risk that may make it unsuitable as a retirement plan investment option. SERIAL 240026-RFP I5 What publicly available databases do To the greatest extent possible, SageView uses you use when measuring performance? well-vetted public sources (such as Morningstar Direct, FactSet and Envestnet) to gather data on managers’ investment performance, and compiles this performance data in a centralized, national database. SageView never bases our investment recommendations solely on quantitative factors; we consider both quantitative and qualitative elements. Our qualitative manager reviews typically include review of written proposals, teleconferences with the portfolio manager or management team, and, often, an on-site interview with the manager. While this qualitative review can’t insulate clients perfectly from the risk of misstated performance, our process of relying first on public sources for performance, then on GIPS verified performance, always overlaid with a qualitative review means that the chance one of our clients makes an investment decision based on invalid performance reporting is exceptionally low. I6 What type of custom performance A typical quarterly report contains the following analytics reporting capabilities can you information: provide? • Market Commentary - Provides an analysis of the overall economy and examination of various equity and fixed income markets. • Industry Update - An update on significant legislative, regulatory, and litigation developments that affect the retirement plan industry. • Investment Summary - Includes fund returns against benchmarks and our quantitative assessment scores, qualitative comments, watchlist, and recommendations. • Portfolio Summary - Summarizes the plan against weighted average passive index benchmarks and weighted average category benchmarks. The weighted average fund expense is compared to the custom category weighted average expense and averages for the plan’s size cohort. • Detailed Fund Analytics – Provides supporting quantitative detail for each investment option against peers including risk and return characteristics. SERIAL 240026-RFP • Fund Comparison – Side-by-side analytics for any fund replacement recommendations. • Appendix – IPS analysis criteria and investment glossary. The performance reports are prepared quarterly and are typically available 30 days after the end of the quarter online through our fiduciary portal. We have provided the County’s most recent investment review as Exhibit G. I7 Describe the performance attribution We utilize quantitative criteria outlined in our services you offer. SageView Scoring Methodology and qualitative criteria to review funds. SageView’s performance reports are prepared by our administrative staff in conjunction with the service team that will support the Committee. We have provided more details on our SageView scoring criteria in response to question M6.All reports are created utilizing our customized proprietary reporting software, which allows us to customize our reports to meet our clients’ needs (within reason). Some examples include altering benchmarks, executive summaries, manager cash flows, and plan cash flows. I8 Are your performance attribution Our SageView Scoring Methodology is a services based on internally captured proprietary performance attribution solution information, or do you subscribe to an which has been internally created and used by outside vendor’s service? SageView. P1 Describe your experience and approach As a Co-Fiduciary, helping our Plan Sponsors in developing investment policy and create their Investment Policy Statement (“IPS”) is objectives for a defined contribution a foundational element to prudent 457 Plan plan. oversight. SageView’s extensive industry experience and our collaboration with some of the country’s top legal resources have led to the development of a very robust Investment Policy Statement (“IPS”) template that is reviewed on an annual basis as part of SageView’s audit for the CEFEX certification. The guidance and limitations set forth our IPS are designed to protect the County by clearly defining the plan objectives and processes followed by the Committee, as well as outlining the broad criteria used to make decisions related to removing or replacing investment options, and the addition of appropriate asset classes if needed. The IPS provides a framework for investment selection but is not overly restrictive given the changing economic, business, and capital market conditions. Its objectives should be both sufficiently specific to be meaningful, and flexible enough to be practical. In SERIAL 240026-RFP customizing the model IPS for a client, we also believe there needs to be a firm understanding of specific client nuances, such as employee demographics and the employees’ varying levels of sophistication. Although we’ve developed the template discussed above, we have worked closely with Maricopa County and your counsel to jointly develop and update the Maricopa County IPS as we did in 2021. By periodically working with you to review and modify your current IPS, we will help to ensure that the Committee and the Plan(s) are following what is currently deemed as appropriate fiduciary guidelines for 457 and PEHP Plans such as those overseen by Maricopa County. P2 Describe your process for analyzing a SageView adds values in several ways: 1) plan’s investment structure and for encouraging a diversified portfolio that maximizes recommending modifications to the risk adjusted returns and benefits from higher investment policy. return asset classes such as equities, 2) recommending low-cost index funds that minimize costs, 3) our investment research process that, when appropriate, allows us to recommend low- cost active fund managers that have demonstrated the ability to outperform. SageView explicitly recommends against strategies that are proven to be counterproductive such as market- timing or investments in complicated, expensive, or illiquid investments such as hedge funds, derivatives, or commodities funds. Our process for selecting a fund manager starts with a search at the national level through our internal Investment Committee, who regularly interviews managers for potential inclusion on the list of strategies that are approved for use with SageView clients (the “Select List”). The Select List encompasses a variety of investment disciplines in any given asset class as not become overly concentrated toward a single investment style. For typical searches, we use a series of quantitative and qualitative screens (which include SageView rankings, fund expenses, asset bases, concentration levels, manager tenures, and others) to develop a broad list of strategies and ultimately narrow down the list to 10-15 viable candidates. The next step is to analyze the investment styles of the remaining candidates and use the findings to filter the group further to 8-9 managers. The sub- committee will send RFIs to this group of managers, and based on the quality of the SERIAL 240026-RFP responses, interviews are conducted with the 6-7 managers selected as finalists. In the end, the subcommittee makes a recommendation of 4-5 strategies for approval by SageView’s national Investment Committee, concerning the funds that should be approved for client use. Over the past three years, SageView’s Research Team has completed manager searches for 14 investment categories on the firm’s approved list. Manager selection is dependent upon a number of factors. Some of the more important factors include: • Above average performance versus benchmark index/peers over an extended period of time • Below average risk levels versus benchmark index/peers over an extended period of time • Above average Sharpe Ratio, Alpha, Information Ratio versus benchmark index/peers over an extended period of time • Above average Upside Capture Ratio and below average Downside Capture Ratio versus benchmark index/peers • Avoidance of high concentrations in sectors or small number of individual holdings • Consistence style • Strong research team supporting manager • Below average fees versus peers • No material SEC or DOL regulatory issues with manager’s firm P3 Describe the way you assist defined Performance of investments is monitored on a contribution plans in monitoring daily basis and typically reviewed with the investment policy, strategy, and asset Committee on a quarterly basis. Our internal mix. investment Committee reviews all of our client lineups and SageView will make recommendations to the Committee regarding replacements if necessary, based on the criteria set in the IPS. Investment policy guidelines, as documented in your IPS, will be reviewed, monitored, and updated on an annual basis. We recommend each Committee member sign the IPS to acknowledge their adoption of the policies and procedures spelled out in the IPS. P4 What does your firm consider to be the A well-crafted Investment Policy Statement should most critical items in an investment include the following elements: policy for a defined contribution plan? 1. Description of the purpose and general investment objectives of the plan. 2. Identification and allocation of responsibilities among the fiduciaries and other parties SERIAL 240026-RFP responsible for selecting, monitoring, and managing plan investments. 3. Description of the asset classes of investment options to be offered, and specific factors and criteria for selecting investment options, such as risk and return characteristics, expenses, and benchmark comparisons. 4. Description of standards for investment performance and criteria for measuring performance. 5. For plans with participant directed investments that intend to comply with Section 404(c): Statement that the plan intends to comply: list of the investment options offered under the plan and the asset classes for each option, description of the methods and criteria for selecting options, including fees, and for monitoring and replacing funds, if necessary, investment education and other information offered to participants in connection with investment options, any restrictions on particular options, and the process and standards for selecting a qualified default investment arrangement. 6. Description of the methods and criteria for selecting, monitoring, and if necessary, replacing plan investment service providers. 7. Description of standards for accounting for and managing investment expenses. 8. Description of how often investment performance will be reviewed and the review process (including the use of outside investment consultants) M1 Describe your experience and From a national research perspective, SageView’s capabilities in conducting searches for Investment Committee includes 20 individuals mutual fund managers as well as a who are charged with sourcing and conducting stable value fund manager. ongoing due diligence on investment managers. The culmination of these efforts is the production and maintenance of a list of recommended investments strategies that we refer to as SageView’s Select List. The Select List currently comprises roughly 130 strategies across various investment categories and asset classes. Select List strategies must meet rigorous qualitative and quantitative requirements and represent strategies that we believe are best positioned to deliver compelling risk-adjusted returns for clients in the future. When our clients conduct individual manager searches, our advisors will normally present several options that span various investment SERIAL 240026-RFP styles and risk appetites. Our advisors’ objective is to provide clarity to plan sponsors, so they are sufficiently well-informed to make investment selection decisions and to help set ongoing performance expectations for any selected strategies. We evaluate/benchmark guaranteed income/stable value products on a quarterly basis in our performance reports. Similar to other investment strategies, we review the stable value fund performance, risk, and expenses on a quarterly basis, and we will note market to book value, bond duration and any notable changes in the underlying portfolio annually. However, when examining a stable value fund, we also analyze several additional factors beyond more common equity/bond funds, including the number of insurance providers, duration of the income portfolio, ratings and liquidity restrictions. Furthermore, the Sageview team is extremely familiar with current nature of your Stable Value portfolio and the Committee’s stated interest in considering alternative strategies in this space. We look forward using SageView’s expertise in the Stable Value arena to assist the County with the evaluation and decision-making for your Stable Value Fund in the future. SageView follows a due diligence process in the stable value category, which is consistent in nature, but also recognizes the unique differences among the major stable value product structures (e.g. Stable Value Fund vs. Fixed Account). If we encounter any points of concern as we undergo our due diligence process, we will present these concerns to the sponsor at the next investment review meeting along with a recommended action for the Committee (i.e., place on the Watch List, replace with another option, etc.). We are always respectful of the fact that plan pricing arrangements are oftentimes contingent upon stable value selection. In the event that we find it necessary to recommend a fund replacement due to quantitative or qualitative concerns, we always accompany our recommendation with a thorough cost-benefit analysis of the change. We have provided an overview of our stable value process as Exhibit H. SERIAL 240026-RFP M2 Describe your experience and We believe that alternative investments have the capabilities in conducting searches for ability to provide diversification benefits to an alternative assets in deferred investment portfolio that is anchored in traditional compensation plans. financial assets. When evaluating alternative strategies, Committees and their consultants should measure the risks, benefits and costs of inclusion within a portfolio. Furthermore, the underlying components of the non-traditional asset class should also be evaluated in order to understand the extent to which they overlap with the existing investments. SageView typically performs due diligence on each asset class and possible investment managers to review overlap. SageView also evaluates the underlying components to ensure that there are no undesirable liquidity constraints placed on the portfolio that would inhibit its ability to meet liability obligations. SageView initially evaluates alternative investment options in a similar fashion to that of a traditional asset class. We use our proprietary quantitative scoring criteria to develop an initial screen, then perform qualitative due diligence on the investment manager to determine our comfort level with the investment process, procedure, risk controls, and execution of the investment philosophy. Alternative asset classes require additional due diligence on such factors as transparency, liquidity constraints, concentrations in a few investment ideas, independent audits, and personnel review. On-site visits to an alternative investment manager are critical to this process. Only after these factors have been fully vetted and meet IPS guidelines will an alternative strategy be considered for possible addition. After this is accomplished, we will model the portfolio before and after the inclusion of an alternative strategy to ensure that a benefit is gained. M3 How many searches for alternative N/A. We do not formally track this information. assets have been conducted for clients with more than $500 million in assets during 2021 and 2022? M4 Do you maintain your own database of While SageView’s research and reporting tool is funds/managers? proprietary, SageView utilizes outside sources such as Morningstar to maintain our database of funds/managers. Like the majority (if not all) of other consulting firms in the retirement market, SageView does not maintain its own investment manager database. Performing this task internally would be incredibly expensive and would not add SERIAL 240026-RFP any value to our practice, nor to our clients. Our added value and is in evaluating managers, rather than trying to figure a better mouse trap to keep track of them. Instead, SageView relies on Morningstar to provide us with various data points on investment managers. In certain instances, we may create custom peer groups, but for the most part we rely on Morningstar’s investment manager database. M5 How many funds/managers do you SageView’s research and reporting tool is track? proprietary and was developed in-house exclusively for SageView. We feed our database with information from Morningstar to enable us to review more than 1,800 managers and over 35,000 individual strategies including mutual funds, separate accounts, and CITs covering all assets classes, from money market to hedge funds. This data includes performance, holdings and current fund operations statistics, such as manager tenure and expense ratios. M6 What criteria do you use in evaluating To evaluate investment funds and managers, funds and managers? we’ve developed a proprietary scoring methodology used exclusively for our retirement plan clients, known as our ‘SageView Scoring Methodology’. Please see below for the criteria we hold our funds to through this methodology: Quantitative Screening Utilizing our scoring system, we are able to rank all mutual funds and separate accounts (with a minimum 3-year track record) in the Morningstar database. Each manager is compared to its respective category peer group. Our scoring system is based on nine metrics: • Trailing 1, 3, 5 and 10-year returns – Total return is the most basic measure of a fund’s performance, and investors tend to focus more on total return than any other measure of a fund’s success or failure. The formula for these criteria is based on a 15% weighting of the 1-year return, 25% weighting of the 3-year return, 45% weighting of the 5-year return and 15% weighting of the 10- year return. Should the fund lack a 10-year track record, the weighting is adjusted to 15%/30%/50%, respectively, for the 1-year/3- year/5-year returns. • Rolling 12-month returns (60 months) – The use of 12-month rolling returns serves to minimize the problem of end-point sensitivity. In order to score SERIAL 240026-RFP well, a manager must consistently outperform his peers in a variety of market cycles, not just the most recent one. • Batting Average (120 months) – Batting average communicates the frequency with which a manager outperforms his/her peer group. It is complementary to the rolling return statistic in measuring performance consistency. Unlike rolling returns, which measure overlapping periods and which account for the magnitude of any under- or outperformance, batting average considers discreet monthly periods and is only concerned with whether a manager underperforms or outperforms in each period. • Sharpe Ratio (36 months) – Sharpe Ratio is the measure of a fund’s risk-adjusted performance. It is used to determine how much additional return an investor would have received for the extra risk the portfolio manager took to achieve that return. The Sharpe Ratio is calculated by dividing the annualized return in excess of the risk-free Treasury bill by the standard deviation for that same time frame. The Sharpe Ratio is an excellent measure in determining if an investor is rewarded for taking on additional risk. • Alpha (60 months) – Alpha is used to determine how much extra return is being received from the skills of the fund manager. Alpha compares the extra return being generated by a fund over and above the expected return of a fund based on the fund’s sensitivity to an index’s movement. For example, if an appropriate benchmark for a fund increased 10%, we would reasonably expect the fund to increase a certain percentage based on the sensitivity of the fund to the index (beta). If the index return was 11% and the fund increased 12%, the extra 1% would be considered the alpha generated by the manager. • Up Capture Ratio (120 months) – The Up Capture Ratio measures the percentage of return of an index a fund will capture during up market cycles. It is important to know whether funds are matching or exceeding the appropriate index when the market is going up. • Down Capture Ratio (120 months) – The Down Capture Ratio measures the percentage of return SERIAL 240026-RFP of an index a fund will capture during down market cycles. Funds that have good downside risk capture will tend to reduce losses for investors during bear markets. Down capture is a critical factor in the performance of a fund. For example, if a fund went down 10% in one year, it would take a return of over 11% in the following year to get back to even. This would compare favorably versus a fund that lost 25% during the same period, as this fund would then have to gain 33% to simply get back to even. The ability to reduce the downside risk can help the overall performance of a fund over the long term. • Style Consistency to the appropriate index – It is important that a fund’s style is consistent with its investment goals and expectations. The style purity of a diversified portfolio is dependent on the securities within that portfolio staying reasonably close to their expected styles. We don’t want to have large cap value funds investing in, and behaving like, mid cap growth funds. R- squared measures how closely a fund’s performance mirrors that of its target benchmark. After each fund is ranked against its peer group based on the metrics mentioned above, the rankings from each metric are weighted and combined to achieve the SageView Score. Every fund in a category receives a score. It is then determined in which quartile a fund falls against its peers for that category. We use the quantitative screen and past performance as a guide to help us identify managers who are worthy of additional qualitative analysis. These firms are then asked to complete our investment manager questionnaire, formally known as the Request for Information (RFI), for additional evaluation. Qualitative Analysis To maintain consistency in our evaluation process, we developed questionnaires for each one of the major asset classes. At this point in our process, we ask our candidate manager to fill out our questionnaire, which gathers more detailed information about them. The questionnaire focuses on things like investment team, philosophy, and process, as well as operations, compliance, and risk controls. SERIAL 240026-RFP Qualitative factors are often more opaque than a SageView Score, but may still serve as a warning sign of an investments potential for risk exposure. The factors that SageView monitors, include, but are not limited to: • Portfolio concentration among individual holdings • Portfolio concentration among economic factors • Above-average volatility • Above-average portfolio turnover • Significant positive or negative cash flows • Poor public perception/headline risk • Changes or concerns with firm structure/ownership • Changes to corporate management or key investment personnel • Changes to investment strategy/process After we have received the completed questionnaire and reviewed it along with other research we have performed, we analyze this information for any red flags that may stand out and eliminate the manager from our consideration, if necessary. If we find no major concerns during our analysis, we schedule an interview with the manager or a fund professional who is knowledgeable about the strategy. M7 Does your firm use a 'watch list' or other Yes. SageView has a very distinct and well defined device and what steps are taken to ‘watch list’ process. trigger that designation, and what steps are taken following that designation? Investment Watch List Process At SageView, each fund is given a quartile ranking in our proprietary quantitative evaluation process. We recommend any fund that scores in the third or fourth quartile be put on the Watch List. In addition, funds may be put on the Watch List at any time based on any one of several qualitative criteria, including manager change, analyst turnover, cash flow, style drift, and philosophy changes. The Meeting Minutes will note the fund has been put on the Watch List and SageView will update the Committee on the fund at the next meeting. Each subsequent quarter, we will discuss the findings to decide on keeping or replacing a fund. If a fund is placed on the Watch List for quantitative (objective) reasons, it would be removed from the Watch List after its score SERIAL 240026-RFP improves to the 2nd quartile or better for a minimum of four quarters in a row. SageView will maintain a fund on the Watch List, even if the fund score improves that quarter, in order to prevent moving a fund onto and off of the Watch List in consecutive quarters. For funds that are placed on the Watch List for qualitative (subjective) reasons, SageView’s internal Investment Committee will review the issue each quarter to determine if any disruption has occurred due to the issue, and to ensure we are confident that no further disruption will occur going forward. Once this is established, SageView will recommend removing a fund from the Watch List. Termination Recommendation Process If a fund remains on the Watch List for four consecutive quarters, or if the fund’s SageView Score falls into the fourth quartile at any time, and it’s determined that firing the manager is the prudent solution, SageView will provide the Committee with an analysis comparing the current fund to alternative options and make a recommendation if acting as a non-discretionary fiduciary advisor. If acting as a discretionary investment manager, SageView will make the fund replacement and notify the Committee of the decision and process followed at the Committee meeting. In addition to the quantitative reasons to which a manager may be terminated, there are also qualitative factors that are taken into consideration. If we are made aware of any portfolio manager changes, fund company reorganizations, philosophy/strategy changes, or extreme fund outflows, we will also conduct a thorough review at that point as well. If the Committee determines that the strategy has meaningfully changed or is no longer filling the mandate that it was intended to, we will provide alternate fund options for review. Once a decision is made, SageView will work with the plan provider to ensure all necessary steps, including employee notification, are done in the proper time frame. During the replacement process, all assets in the fund to be removed would be automatically mapped over to the new investment option as of a specific date. To stay in compliance with industry and legal standards, all SERIAL 240026-RFP employees of the plans will receive a notice explaining their alternatives at least 30 days before this transaction takes place. M8 How do you verify information used to To the greatest extent possible, SageView uses evaluate funds/managers? well-vetted public sources (such as Morningstar Direct, FactSet and Envestnet) to gather data on managers’ investment performance, and compiles this performance data in a centralized, national database. Your team will ultimately select investments from our Select List, which is vetted by our National Investment Committee. M9 How often are funds/managers in your All Morningstar data is updated monthly. database visited, reviewed, or their data updated? SageView’s Manager Research team leads all qualitative and quantitative research that is disseminated to our clients as part of our quarterly investment reviews. The category lead for the asset class is charged with monitoring the investment team, philosophy, and process, as well as operations, compliance, and risk controls for investment fund managers in their category. The category lead is charged with setting up calls with relevant investment personnel from all strategies where our clients have exposure and provide updates to both our internal Investment Committee and our clients as there are qualitative or quantitative concerns. If a fund is flagged qualitatively, we will draft a memo that will be reviewed with all clients utilizing the fund. M10 What fees or other considerations do SageView has no limits on inclusion of a manager you receive from managers who wish to in our database and there is no fee to be included be maintained in your database? in our database. SageView does not sell our database to any other parties. S1 Describe your methodology for SageView follows a due diligence process in the analyzing and monitoring the Stable Value category which is consistent in nature diversification or allocation of assets in a to that we follow for other asset classes, but also stable value fund. recognizes the unique differences and nuances amongst the major stable value product structures. We are very familiar with the key differences among Traditional Guaranteed Investment Contracts (GICs), Separate Account GICs, as well as pooled stable value funds, which are typically composed predominantly of Synthetic GICs. Depending upon the specific client situation, we may also review more customized solutions. During this exercise, SageView reviews the potential benefits and drawbacks of each approach including which will typically offer the SERIAL 240026-RFP most compelling crediting rate and which entails the least amount of insurer credit risk. We will work with Maricopa County to pragmatically help establish the priorities for your Plan’s stable value investment (security of principal, creditworthiness of wrap issuers, competitive yield, etc.), and this will inform our decision as to which approach or combination of approaches is most well-suited to the needs of the Maricopa County Plan and Participants. We will then document this exercise with supporting materials and in the meeting minutes. Our Stable Value Fund due diligence process generally consists of four key steps:1. Performance and Fee Review: We review fund performance and fees in order to assess whether participants are being adequately compensated given the fund’s inherent level of risk.2. Market- to-Book Value Assessment: A fund’s market-to- book ratio tells us how many dollars of assets are actually backing every dollar of participant guarantees at the portfolio level. In today’s rising interest rate environment, most if not all stable value funds market-to-book ratios are below 100%. While the absolute number is helpful, it is also important to track this figure over time in order to develop a sense of the fund’s risk (i.e. volatility) relative to its liabilities.3. Portfolio Review: Since the portfolio itself serves as the first line of defense for most stable value funds in meeting participant redemptions, we spend the bulk of our research efforts reviewing various aspects of the bond portfolio. A portfolio’s duration is helpful in assessing a fund’s sensitivity to rising interest rates, while a breakdown of its credit quality and sector exposures can help alert us to unintended risks. 4. Insurer/Wrap Contract Review: Insurance companies and/or wrap providers are the ultimate guarantors of stable value funds in the event that portfolio assets are exhausted. As such, we continually monitor the weighted average quality of stable value fund wrap contracts apart from the credit quality of the portfolio. Furthermore, also assess the fund’s single-insurer risk and monitor this trend over time.If we encounter any points of concern as we undergo our due diligence process, we will present these concerns to the sponsor at the next investment review meeting along with a recommended action for the Committee (i.e., place on the Watch List, replace with another option, etc.). We are always respectful of the fact SERIAL 240026-RFP that plan pricing arrangements are oftentimes contingent upon stable value selection. In the event that we find it necessary to recommend a fund replacement due to quantitative or qualitative concerns, we always discuss this decision in detail with the Committee and accompany our recommendation with a thorough cost-benefit analysis to the Plan of any potential change to the Plan’s Stable Value option. S2 Describe the approach and benchmarks In determining investment benchmarks such as used to compare and evaluate stable the ICE BofA US 3m Treasury Bill, SageView value fund performance. considers several factors. First, we will utilize R- squared measures as well as a correlation to the benchmark to appropriately classify the fund along with the category assigned by Morningstar. Additionally, each fund will indicate within its prospectus which benchmark(s) it will be using internally. The leadership of the fund will be focused on this stated benchmark, and often will be compensated based on the fund’s performance versus this benchmark. In addition to the prospectus benchmark, we also use industry standard benchmarks from Russell, S&P, MSCI, and others to accurately benchmark the plan options. SageView also builds custom benchmarks for Stable Value funds, typically based on unique investments. We can do this utilizing debt to equity ratios, asset-class allocation, or a combination of both. Also, we can employ a returns-based regression analysis to determine a benchmark that most closely resembles the results of the fund. SageView typically builds custom benchmarks for our clients’ investment portfolios in order to measure performance more accurately. SageView recognizes that style or peer group benchmarks can be either chosen from outside sources or developed internally. We tend to benchmark the performance of a fund to both an index and the category average of a fund’s peer (or style) group. As noted above we have a specific process that we follow when creating custom Stable Value benchmarks but are open to discussing any specific solutions that the County may request. Each quarter, we will benchmark all investments in the plan against investments in the same asset class (also scored in our analysis) along with SERIAL 240026-RFP calculating the weighted average expense ratio of all investments in the plan and benchmarking that against the weighted average in each category. Annually, we will perform an in-depth fee review and analysis of the funds, including a share class analysis. S3 Describe your approach for Capital preservation funds such as stable value selecting/recommending other stable funds, money market funds, or other cash value fund options such as money equivalents are generally considered the market funds, cash equivalents, and/or conservative, or least risky investment option for a other comparable products. Plan’s participants, exhibiting lower return and volatility than the other investment options in the lineup. Despite this categorization, evaluation of the available Capital Preservation options for a Plan to choose from may be quite complex. A number of factors must be considered when selecting a capital preservation fund for inclusion in an investment line-up. These factors include but are not limited to net participant crediting rate, liquidity restrictions (for both Plan Sponsor and Plan Participants), market-to-book ratios, portfolio credit quality amongst others. In addition, recordkeeper platform availability and plan pricing may also factor into the selection process. Consistent with our process described herein, SageView conducts quantitative and qualitative due diligence, including manager interviews when evaluating these categories. Our Research Team and national IC review Stable Value products, approving or rejecting each for inclusion within our client’s portfolios. Further, as public information is generally more difficult to obtain on stable value and fixed accounts, SageView requests additional quarterly quantitative and qualitative data from our approved managers, which is utilized to generate proprietary “fact sheets” that are included within our periodic investment reviews. This information is typically available 30 to 60 days following quarter end, depending on the investment provider. SageView maintains a select list of our preferred stable value products, many of which include a 12- month book value out provision in the event that a change is needed in the future. Within this Select List we have many options to consider and actively seek to enter relationship pricing arrangements to gain access to favorable share classes with lower participant fees. Given SageView’s size, we have exposure to and perform extensive research on SERIAL 240026-RFP many of the top stable value providers available in the marketplace. Whether using a stable value fund from our select list or if a more customized approach is best, we will lean on SageView’s broad experience with stable value products to find a best fit solution and to manage the transition for smooth handoff. This is especially important in the current rising interest rate environment given that most, if not all, market to book value ratios are below 100%. Considering where market to book value ratios is, the timing of making a change can have a significant impact to participant accounts if not overseen properly. Ultimately, our job is to present this information in a manner that seeks to take opaque and complex vehicles such as Stable Value Funds and make them easier to understand and presents their true “costs.” Armed with this information, our clients are able to make informed decisions. D1 Who will be the main client service The main client service contact/consultant for contact / consultant for Maricopa Maricopa County is Jake O’Shaughnessy. County? D2 How often will the main client service The service team will meet with you in-person contact / consultant for Maricopa and/or via video conference on a quarterly basis County be available for client meetings and is available for ad hoc meetings as needed if with Maricopa County? there are projects in progress, or time-sensitive matters that arise. Throughout the quarters, there is no limit on conference calls, and we encourage clients to reach out as often as they need to. For all clients where we serve as a consultant supporting Plan fiduciaries in their governance and oversight, we take on as much of the administrative work as possible. Preparation for the upcoming meeting typically begins 3 - 4 weeks in advance by hosting a conference call with pre- determined contacts at the client level, as well as the incumbent recordkeeper to review the previous meeting minutes, ensure all follow-up items from the previous meeting have been completed and review the proposed agenda. Once finalized, SageView will distribute all materials electronically to the Committee 5–7 business days in advance of the meeting. Materials include SageView documents, as well as those to be presented by other parties who may attend the meeting (i.e., recordkeepers, attorneys, and auditors). We would also be responsible for reviewing, editing, or drafting the meeting SERIAL 240026-RFP minutes for each meeting. During the Committee meeting, the SageView team will present capital markets, legislative and industry updates, relevant fiduciary documentation updates that require the Committee’s attention, as well as any administrative issues/items. Following this discussion, a full review of the plan’ investments will take place. This review includes a review of each investment’s performance against the relevant benchmark and peer group, expenses, the SageView scoring methodology, and the plan’s investment policy statement (“IPS”) to ensure the funds are still meeting criteria set forth in that document. D3 Provide the total number of clients and Jake O’Shaughnessy currently serves 20 clients assets under care for the main client with $6.5 billion in assets under advisement, service contact who will serve Maricopa including Maricopa County as one of his clients. County at your firm. D4 Describe your firm’s backup procedures Our service team structure is set up in such a way in the event the key consultant that if a key member of your service team were to professional assigned to this account leave the firm unexpectedly, regional offices have should leave the firm or be transferred investment specialists and lead consultants ready to other accounts or duties. to step in so that our clients continue to receive the service they expect. Our teams are also set up so that behind each client-facing team is a regional support staff and a national corporate staff that both provide information and services to our clients. Through our Client Relationship Management (CRM) Tool, all core, supplemental and support team members can see the same plan information, documents, notes, etc. so they are able to step in immediately to provide a temporary solution until a permanent one is found. With that said, we do not anticipate any changes in key personnel. Jake and Stuart have been servicing Maricopa County for more than 10 years and do not anticipate any change in their duties at the firm. D5 How soon after the end of the quarter The performance reports are prepared quarterly are performance reports available? and are typically available 30 days after the end of the quarter online through our fiduciary portal. D6 Can quarterly performance reports be Yes. All reports are created utilizing our customized? customized proprietary reporting software, which allows us to customize our reports to meet our clients’ needs (within reason). Some examples include altering benchmarks, executive SERIAL 240026-RFP summaries, manager cash flows, and plan cash flows. D7 What are the three best features of your Please see below for our three best features we firm's quarterly performance reports? consider of our firm’s quarterly performance reports: 1. SageView has developed a very concise Performance Report which delivers comprehensive information regarding Plan investments in a concise and decision-oriented manner. 2. The performance metrics in our Investment Performance Reports are strategically aligned with the Investment Policy Statement fund monitoring language that Maricopa County uses. 3. Increasingly our performance reports contain information regarding Participant Wellness, Education, and Outcomes. This focus will grow in the future for all SageView clients. We are excited to support our PersonalSAGE Participant Wellness resources. D8 Describe how your firm brings expertise At each meeting, SageView presents an update and knowledge of what is current in the that includes an in-depth discussion of capital industry to clients. Include the relevant markets, current and pending legislation, new technological and legal changes. regulations, and current litigation. Many of the items discussed in these meetings are subsequently addressed with the plan recordkeeper(s) to ensure compliance. In addition to the above, we also regularly provide educational opportunities to client Committees in- between meetings: • Fiduciary Training for Committee Members SageView has a fiduciary training presentation that is recommended for all Committee members, especially those new to the Committee, and is updated as new legislation is introduced. The fiduciary training presentation can be delivered in- person, as a webinar, or via our online training portal. Many of our clients have preferred to break down the training into various “modules” to help facilitate a greater understanding of the duties as it relates to their plan as well as to allow for more timely updates. We have provided the following link to the web-based version of our fiduciary training program: http://sageviewfiduciarytraining.com/. Once we set up a client with login credentials, they can access the fiduciary training modules here. An SERIAL 240026-RFP assessment testing what you’ve learned is given and a certification of completion is provided. The training is also approved for certain continuing education credits. • Periodic Newsletters SageView regularly publishes two informative newsletters: VIEWPoint and Market Commentary. In addition, SageView creates and distributes a regular compliance calendar for all clients. VIEWPoint is our quarterly newsletter that contains articles on various topics within the retirement plan services industry. Market Commentary is our monthly review of economic trends and events influencing the markets which is participant approved. The compliance calendar is published semi-annually and reviewed quarterly with the fiduciaries. • White Papers We author white papers on various topics. Some of those topics include fee policies and share class decisions, money market funds, alternatives in a low yield environment, market volatility for participants, and our target date fund questionnaire and selection guide. These white papers are available on our website (http://www.sageviewadvisory.com/white- papers). • Legislative and Regulatory Updates SageView provides timely client alerts on all important legislative updates, such as DOL announcements, the SECURE Act, and the CARES Act, including hosting live webinars with leading ERISA counsel to discuss the impacts and next steps for sponsors. In the case of the SECURE Act in 2019 and CARES Act in March 2020, we worked with our clients and their plan document partners (most of our clients use the recordkeeper’s sample documents) to schedule the adoption of the appropriate amendments by the deadlines of December 31, 2020, and December 31, 2021, respectively. To support our clients in taking the actions necessary for the SECURE Act, we discussed it during the regular reviews in February and March. For the CARES Act, we held conference calls with each client, taking them through a decision-making process to reach the appropriate selections for in- SERIAL 240026-RFP plan withdrawals and loans that were best for each client’s populace. Regarding SECURE Act 2.0, we will work with our clients to take any actions necessary during review sessions and through notices. Since the legislation passed late last year, SageView has focused on educating and helping our clients evaluate the provisions. Most recently, in May 2023, SageView hosted a webinar with ERISA attorneys to address many of the questions we’ve received from clients. A link to the replay is available on our website (https://www.sageviewadvisory.com/summer- speaker-series) We have also provided a timeline of our SECURE Act 2.0 Provisions as Exhibit I. Another topic that is relevant to all Plan Sponsors is the recent Department of Labor (DOL) guidance on Cybersecurity. SageView distributed a due diligence checklist to each service provider that we work with on our plans, modelling guidance by the DOL, detailing what should be implemented to mitigate exposure to cybersecurity risks. We also released a due diligence questionnaire that will be used in our vendor comparative analyses. Lastly, we hosted national webinars with each top recordkeeper over the next two months and their IT teams to allow them to address the DOL guidance related to cybersecurity/data security topics. These are posted for our clients to reference. D9 Will your firm accept co-fiduciary Yes. Our Firm acknowledges and agrees that in responsibility? You may respond with: providing these services, it will act as a co-fiduciary "Our Firm acknowledges and agrees that to provide investment advice to the Client based in providing these services, it will act as on the particular needs of the Plan and its a co-fiduciary to provide investment participants and beneficiaries and such services advice to the Client based on the will serve as a primary basis for investment particular needs of the Plan and its decisions with respect to Plan assets. participants and beneficiaries and such services will serve as a primary basis for Please note that SageView serves as a fiduciary for investment decisions with respect to 100% of our clients, including Maricopa County Plan assets." currently. SERIAL 240026-RFP D10 What guidance would you give Maricopa The Maricopa County 457 Plan Design is County about the current plan design? contemporary with many low-cost funds, which cover most of the widely accepted investment categories. Participants can use these investments (or the target date funds) to create a wide array of portfolios with a diverse range of investment risk scenarios. However, in the future participants may demand outcome-oriented solutions. We are seeing clients focus on aspects for generating guarantee payouts or income.SageView believes that defined contribution (DC) plans should offer participants the investment choices they need to build well-diversified portfolios that will satisfy a range of risk appetites. Paired with the knowledge that participants have different propensities for proactively managing their investments, plan sponsors can achieve this goal by offering certain investments that are hands-off and adapt to participants’ changing needs as they age and other investments that cater to the do-it-yourselfers. The concept of “tiering” a retirement plan’s investment menu is well-established in the plan sponsor and consulting communities and forms the basis of thoughtful menu construction. D11 What guidance would you give Maricopa After conducting the recent recordkeeping RFP, County about the current fee Plan Fees are currently low. Our responsibility will methodology? be monitoring Nationwide and requesting fee reduction reviews frequently (annually or bi- annually). SageView’s breadth of industry information via our clients and recordkeeping RFP work uniquely positions us to help our clients to continually benchmark their Plan fees. We would also continue to oversee the excess revenue sharing account process. Furthermore, the fee policy may be reviewed and updated as necessary. We could also possibly consider a hybrid participant pricing model where large account balances do not pay significantly more than smaller balances. Please see Exhibit J for Maricopa’s most recent fee review. D12 How many recordkeeper RFPs did your In 2022, we conducted 7 projects for clients in the firm conduct for clients like Maricopa governmental space. Three of the seven projects County in 2022? Provide a breakdown of resulted in a change in recordkeepers, with the awards by recordkeeper? selected recordkeepers being Empower, Lincoln and MissionSquare. Nationwide (Maricopa’s incumbent) was the incumbent recordkeeper for four projects (not including Maricopa’s), and one of those projects resulted in a change. SERIAL 240026-RFP D13 The current investment line up is Considering the prevalence of defined benefit included in Exhibit 6. What changes plans for many employees, Deferred would your firm suggest that we Compensation Plan participants are increasingly consider in this plan in the next year and showing interest in providing more ‘outcome’ longer term? focused participant solutions, such as target date funds or managed accounts. Traditionally, Plan Sponsors have focused on creating a diverse menu of low-cost, well performing funds. However, by empowering participants to understand their unique situational factors (e.g. assets outside of the Plan, contribution rates, intended age or retirement, etc.) we can help them to best create the optimal retirement solution based on their situation. SageView has developed our PersonalSAGE employee education deliverable for Plans that wish to offer this service to their employees. PersonalSAGE is a comprehensive financial wellness platform providing personalized solutions aimed at transforming participants' financial lives. The key to program success is encouraging participants to engage with our team of financial coaches, thus, each program element provides an opportunity to make a connection with participants. Over the past several years, in addition to the group/town hall meetings conducted in person along with our 1:1 meetings, we’ve seen much greater use of virtual meetings, supported by our online scheduling tool. We will designate days for the County when your employees can sign up for one-on-one virtual meetings with our financial coaches. Our coaches are all fully licensed professionals, most either hold the Certified Financial Professional (CFP®) certification or are working towards their CFP® designation. Through our PersonalSAGE portal, your employees can select a time that’s convenient for them and upload any documents or statements they would like us to review. Meetings can be scheduled for Zoom or Teams, or by phone. Note that during these meetings, we are not selling any services or products to the participants; instead, we are providing fiduciary advisory services. We offer over 40 educational topics, and our resources continue to grow. We have the ability to deliver topics in the format of your choice via in person, or virtual webinars. We can also record SERIAL 240026-RFP the sessions for future use. Our strategy involves meeting the County’s population where they are, which means offering options and multiple opportunities to engage with the educational resources available. The web portal gives the County’s population the opportunity to answer questions and receive a point-in-time snapshot of their financial status with actionable steps to improve. Employees will receive a personalized snapshot of their financial standing after completing a brief, web-based intake questionnaire. This snapshot serves as a base for an introductory, high-level financial plan. Please see Exhibit K for sample PersonalSAGE materials, including a Plan Sponsor Flyer, Plan Sponsor Utilization Report on participant usage, and a Financial Snapshot Statement available for individual participants. SERIAL 240026-RFP EXHIBIT E – CERTIFICATION OF WARRANTIES FOR INVESTMENT CONSULTATION SERVICES (Form identified in the Request for Proposals as “Attachment F”) SERIAL 240026-RFP EXHIBIT F – LOBBYING PACKET Public Law 101-121 (31 U.S.C. 1352) For Reference see Federal Register, dated 2/26/90, Vol. 55, No 18 Dear Bidder, Offeror, Contractor, Subcontractor, Please review the attached forms and respond as appropriate. Attachment I In order to enter into an agreement with the Maricopa County for the provision of contract services or to amend a current agreement you are required to sign the Certification Regarding Lobbying. Please submit it to this sender with your Proposal, Contract, or Amendment. Attachment II If paragraph 2 of Attachment I applies, then complete this Disclosure of Lobbying Activities form and submit it with the certification. Instructions There is a distinction between lobbying and advocacy. As long as "advocacy" does not involve influencing the obtaining of a specific grant or contract, but is merely advocacy for the general benefit of the target population served, it is not lobbying and there may be no need for certification or disclosure. Each case must be reviewed individually by the recipient as the recipient is responsible for compliance and sanctions. Each person shall file a disclosure form at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of information contained in any disclosure form previously filed. SERIAL 240026-RFP SERIAL 240026-RFP DISCLOSURE OF LOBBYING ACTIVITIES Approved by OMB 0348-0046 Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352 (See reverse for public burden disclosure) 1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type: a. contract a. bid/offer/application a. initial filing b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year quarter f. loan insurance date of last report 4. Name and Address of Reporting Entity: 5. If reporting Entity in No. 4 is Sub-awardee, Prime Sub-awardee Enter Name and Address of Prime: Tier , if known: Congressional District, if known: Congressional District, if known: 6. Federal Department/Agency: 7. Federal Program Name/Description: ALN Number, if applicable: 8. Federal Action Number, if known: 9. Award Amount, if known: $ 10. a. Name and Address of Lobbying Entity b. Individuals Performing Services (including address if (if individual, last name, first name, Mi): different from No. 10a) (last name, first name, Mi): 11. Amount of Payment (check all that apply): 13. Type of Payment (check all that apply): $ actual planned 12. Amount of Payment (check all that apply): a. cash b. in-kind; specify: nature/value 14. Brief Description of Services Performed or to be Performed and Date(s) of Service, including officer(s) employee(s), or Member(s) contacted, for Payment Indicated in Item 11: (attach Continuation Sheet(s) SF-LLL-A, if necessary) 15. Continuation Sheet(s) SF-LLL-A attached: Yes No 16. Information requested through this form is Signature: authorized by title 31 U.S.C. section 1352. This disclosure of lobbying activities is a material Print Name: representation of fact upon which reliance was placed by the tier above when this transaction was Title: made or entered into. This disclosure is required Telephone No: pursuant to 31 U.S.C. 1352. This information will be reported to the Congress semi-annually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Federal Use Only: Authorized for Local Reproduction Standard Form – LLL SERIAL 240026-RFP INSTRUCTIONS FOR COMPLETION OF SF-LLL, DISCLOSURE OF LOBBYING ACTIVITIES This disclosure form shall be completed by the reporting entity, whether sub-awardee or prime Federal recipient, at the initiation or receipt of a covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each payment or agreement to make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with a covered Federal action. Use the SF-LLL-A Continuation Sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information. 1. Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence the outcome of a covered Federal action. 2. Identify the status of the covered Federal action. 3. Identify the appropriate classification of this report. If this is a follow-up report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this covered Federal action. 4. Enter the full name, address, city, state and zip code of the reporting entity. Include Congressional District, if known. Check the appropriate classification of the reporting entity that designates if it is, or expects to be, a prime or sub-award recipient. Identify the tier of the sub-awardee, e.g., the first sub-awardee of the prime is the last tier. Sub-awards include but are not limited to subcontracts, sub- grants and contract awards under grants. 5. If the organization filing the report in item 4 checks "Sub-awardee", then enter the full name, address, city, state and zip code of the prime Federal recipient. Include Congressional District, if known. 6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency name, if known. For example, Department of Transportation, United States Coast Guard. 7. Enter the Federal program name or description for the covered Federal action (item 1.) 8. Enter the most appropriate Federal identifying number available for the Federal action identified in item 1 (e.g., Request for Proposal (RFP) number; Invitation for Bid (IFB) number; grant announcement number; the contract, grant, or loan award number; the application/proposal control number assigned by the Federal agency). Include prefixes, e.g., "RFP-DE-90-001." 9. For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan commitment for the prime entity identified in item 4 or 5. 10. (a) Enter the full name, address, city, state and zip code of the lobbying entity engaged by the reporting entity identified in item 4 to influence the covered Federal action. (b) Enter the full names of the individual(s) performing services, and include full address if different from 10 (a). Enter Last Name, First Name, and Middle Initial (MI). 11. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (item 4) to the lobbying entity (item 10). Indicate whether the payment has been made (actual) or will be SERIAL 240026-RFP made (planned). Check all boxes that apply. If this is a material change report, enter the cumulative amount of payment made or planned to be made. 12. Check the appropriate box (es). Check all boxes that apply. If payment is made through an in-kind contribution, specify the nature and value of the in-kind payment. 13. Check the appropriate box (es). Check all boxes that apply. If other, specify nature. 14. Provide a specific and detailed description of the services that the lobbyist has performed, or will be expected to perform, and the date(s) of any services rendered. Include all preparatory and related activity, not just time spent in actual contact with Federal officials. Identify the Federal official(s) or employee(s) contacted or the officer(s), employee(s) or Member(s) of Congress that were contacted. 15. Check whether or not a SF-LLL-A Continuation Sheet(s) is attached. 16. The certifying official shall sign and date the form, print his/her name, title, and telephone number. Public reporting burden for this collection of information is estimated to average 30 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0046), Washington, D.C. 20503.