July 27, Dear Potential Provider:

Transcription

1 July 27, 2015 Dear Potential Provider: The Massachusetts Pension Reserves Investment Management ( PRIM ) Board is requesting proposals from qualified firms interested in providing Real Estate Appraisal Services. The Procurement Officer for this Request for Proposals (RFP) is Mr. John F. La Cara. In order for proposals to be considered for selection, each proposal and all attachments must be received by the Procurement Officer by 3:00 p.m. ET on September 1, Questions concerning the RFP must be received by the Procurement Officer by 3:00 p.m. ET on August 3, Proposals and questions should be sent via to rfpresponses@mapension.com. We appreciate the time and effort required to respond to this RFP. Each firm submitting a proposal to PRIM can be assured that the same time and effort will be expended in evaluating each proposal. We look forward to your response. Sincerely, Michael G. Trotsky, CFA Executive Director and Chief Investment Officer 1

2 REQUEST FOR PROPOSALS (RFP) Real Estate Appraisal Services July 27,

3 Table of Contents Description Page I. Scope of Services 5 II. General Information 5 III. Selection Process and Selection Criteria 7 IV. Minimum Qualifications 8 V. RFP Specifications 8 VI. Time Table 11 VII. Questionnaire 12 VIII. Fee Proposal 16 IX. Representations and Warranties 19 Exhibits Description Page A Real Estate Portfolio Summary 21 B PRIM and PERAC Disclosure Forms 25 C PRIM Investment Policy 30 3

4 I. SCOPE OF SERVICES. The purpose of this Request for Proposals (RFP) is to solicit proposals from qualified firms to appraise annually each of PRIM s properties, summarized in Exhibit A, for the next three years (2016 to 2018). In addition, the firm selected will also appraise any new properties that are purchased by PRIM within the contract period. The current appraisal schedule requires that approximately 25% of the portfolio (~25 properties) is valued each quarter. For each property, the initial appraisal is a Full Narrative Appraisal. The next two annual valuations will be updates to the Full Narrative Appraisal. The appraisals will be utilized in recording the unrealized appreciation or depreciation of these properties, and will be reported in PRIM s Comprehensive Annual Financial Report (CAFR). Market value for this assignment is defined as the most probable price in cash, terms equivalent to cash, or in other precisely revealed terms, for which the appraised property will sell in a competitive market under all conditions requisite to a fair sale, with the buyer and seller each acting prudently, knowledgeably, and for self-interest, and assuming that neither is under duress. Fundamental assumptions and conditions presumed in this definition are: 1. Buyer and seller are typically motivated. 2. Buyer and seller are well-informed and are acting prudently. 3. The property is exposed for a reasonable time on the open market. 4. Payment is made in cash, its equivalent, or in specified financing terms. 5. The effect, if any, on the amount of market value of typical services or fees shall be clearly and precisely revealed in the appraisal report, immediately following the statement of value conclusion, in the letter of transmittal and the certificate of value. In valuing a typical service or fee, the appraiser shall compare the value to the current owner that a typical buyer would not be able to realize. The leased fee interest will be defined as the right to receive rent for a period of years under a lease with the ultimate reposition of the fee simple interest in the property upon lease termination. It is also identified as the owner's or lessor's interest. With this preface in mind, the proposing firm should appraise the subject properties by utilizing the three most common methods of analysis: cost, market, and income. The appraisal will be narrative in nature and include the following sections: Letter of Transmittal Summary of Salient Facts Purpose of Appraisal History of the Property Property Identification Legal Description Value Definition 4

5 Definition of Rights Appraised Effective Date of Appraisal Date of Inspection Regional/City/Neighborhood Data Including Construction and Absorption Trends Site Analysis Description of Improvements Zoning Highest and Best Use Valuation Process: Cost Approach, Market Approach, Income Approach Reconciliation and Final Value Estimate Insurable Value Discussion and reconciliation of changes in value from the last appraisal (or purchase price) Projected Marketing Time Frame Statement of Limited Conditions Certification and Qualification of Appraiser Environmental Checklist Addendum/Exhibits With the cost approach, the proposing firm will analyze at least three comparable land sales in determining the underlying land value of the subject property. Replacement cost will be estimated and depreciation taken based on the current edition of Marshall Valuation Service or similar service, combined with observed conditions at the subject property. If the property is recently constructed, actual costs should be included in the report and considered in value. The market data approach will utilize at least three market comparable properties that will be analyzed by applicable units of comparison and adjusted to the subject property. The income approach will discuss market rent, competitive occupancy rates, historical, current, and market expenses, and establish net operating income. Net operating income will be used to establish value based upon the two most acceptable methods: direct overall rate capitalization and discounted cash flow. The applicable overall capitalization rate will be extracted and justified by extraction for at least three comparable market sales. The 10 year discounted cash flow analysis will use Argus software; the appraisal must outline, discuss, and justify all inherent assumptions. A copy of the disk will be submitted with the final report. The appraisal report should be prepared in accordance with the Code of Ethics and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation ("USPAP"). The report will be approved by a Member of the Appraisal Institute ("MAI"). ll. GENERAL INFORMATION. 1. Legal Structure of PRIM. The Pension Reserves Investment Management ( PRIM ) Board was created in 1983 by the Commonwealth of Massachusetts to provide and manage the Pension Reserves Investment Trust ( PRIT ) Fund. The PRIT Fund was created to invest the assets of the State Employees and State Teachers Retirement Systems. Many local Massachusetts retirement systems also invest their pension assets in the PRIT Fund. 5

6 The mission of PRIM is to ensure that assets to support current and future pension benefit obligations are adequately invested in a cost-effective manner. PRIM seeks to maximize the total return on investments within acceptable levels of risk for a public pension fund. As of June 30, 2015, the PRIT Fund had net assets totaling approximately $61 billion. PRIM is governed by a nine-member board of trustees. The trustees include: (1) the Governor, ex officio, or his designee; (2) the State Treasurer, ex officio, or her designee, who shall serve as Chair of PRIM; (3) a private citizen, experienced in the field of financial management, appointed by the State Treasurer; (4) an employee or retiree, who is a member of the State Teachers Retirement System, elected by the members of such system, for a term of three years; (5) an employee or retiree, who is a member of the State Employees Retirement System, elected by the members of such system for a term of three years; (6) the elected member of the State Retirement Board; (7) one of the elected members of the Teachers Retirement Board chosen by the members of the Teachers Retirement Board; (8) a person who is not an employee or official of the Commonwealth appointed by the Governor; and (9) a representative of a public safety union appointed by the Governor. Appointed members serve for a term of four years. The nine-member board of trustees has the authority to employ an Executive Director, outside investment managers, custodians, consultants and others as it deems necessary; to formulate policies and procedures; and to take such other actions as necessary and appropriate to manage the assets of the PRIT Fund. PRIM has established four advisory committees: Investment, Administration and Audit, Real Estate and Timber, and Compensation. The committees are generally comprised of several Board members and also private citizens with investment and/or relevant business expertise. Committee recommendations are presented to the Board for approval. The PRIM organizational chart along with a listing of the members of the PRIM Board, Investment Committee, Real Estate and Timber Committee, Administration and Audit Committee, and Compensation Committee can be found on the PRIM website at 2. Legislative Mandate. PRIM is governed by Massachusetts General Laws ( MGL ), Chapter 32, Sections 22 and 23 (web link: MGL Chapter 32, Sections 22 and 23) and oversees the PRIT Fund under the terms of PRIM s Operating Trust dated July 15, 1988 and amended on September 22, 1998 (see The members of the Board, in conjunction with the Executive Director determine significant policies and decisions concerning the administrative and investment operations of PRIM and the PRIT Fund. 3. MGL Chapter 268A. The Massachusetts Conflict of Interest Law (web link: MGL 268A) applies to PRIM and can have application to persons performing services to PRIM. 4. Chapter 30A, Sections The Massachusetts Open Meeting Law MGL Chapter 30A, Sections 18-25, (web link: MGL Chapter 30A, Sections 18-25) is designed to ensure transparency in public policy deliberations. The Open Meeting Law requires, with some exceptions, that meetings of public bodies such as PRIM be open to the public. 6

7 5. Tobacco, Sudan and Iran Divestiture. On October 7, 1997, the Massachusetts legislature enacted, and the Governor signed into law, Chapter 199 of the Acts of 1997, which forbids the PRIT Fund from purchasing securities of any company which derives more than 15 percent of its revenues from the sale of tobacco products. The legislation also required that the PRIT Fund divest itself of all such securities within three years. PRIM provides investment managers with a quarterly listing of these restricted securities. On November 2, 2007, the Massachusetts legislature enacted, and the Governor signed into law, Chapter 151 of the Acts of 2007, which forbids the PRIT Fund from purchasing the securities of companies determined to be doing business in the Sudan. The legislation required that the PRIT Fund divest itself of all such securities within 12 months. PRIM provides investment managers with a quarterly listing of these restricted securities. On August 4, 2010, the Massachusetts legislature enacted, and the Governor signed into law, Chapter 232 of the Acts of 2010, which forbids the PRIT Fund from purchasing the securities of companies determined to be doing business in Iran. The legislation required the PRIT Fund to divest itself of all such securities within 12 months. PRIM provides investment managers with a quarterly listing of these restricted securities. 6. PRIM s Advisors. Outside advisors are engaged for their particular expertise and retained to assist PRIM in areas such as general portfolio strategy and investments, real estate, and private markets. Callan is PRIM's public markets consultant, NEPC is PRIM s asset allocation consultant, Arden Asset Management is PRIM s hedge fund consultant, Hamilton Lane is the private equity consultant, and The Townsend Group is the real estate and timber consultant. KPMG is PRIM s auditor. Deloitte provides general tax services. BNY Mellon is the PRIT Fund's custodian and is responsible for providing record-keeping and analytic performance valuations for the PRIT Fund. III. SELECTION PROCESS AND SELECTION CRITERIA. Proposals will be evaluated by an evaluation committee (the Evaluation Committee ) which may include members of the PRIM Board, its advisory committees, and staff. Respondents may be invited to interview with the Evaluation Committee. The Evaluation Committee will present its results to the Real Estate and Timber Committee. The Real Estate and Timber Committee will present a final recommendation to the PRIM Board for approval. The Evaluation Committee will evaluate the respondent s qualifications based on the following criteria: 1. Relevant Qualifications and Experience with Similar Clients. 2. Quality of Proposal (both in terms of content and presentation). 3. Proposed Team. 4. References. 5. Fee Proposal. 7

8 IV. MINIMUM QUALIFICATIONS. All proposals must demonstrate that the respondent meets the following minimum qualifications. Failure of a proposal to demonstrate that the respondent meets these minimum qualifications will result in the proposal s disqualification. Please repond to each of the following: 1. The firm must have at least ten (10) appraisers with the designation of Member of the Appraisal Institute ( MAI ). The appraisal report(s) must be prepared or reviewed and approved by a MAI. 2. The firm must have experience in providing appraisal services to tax-exempt institutional investors, either directly or indirectly through investment managers that are fiduciaries to tax exempt institutional investors. 3. The firm must have experience in appraising the property type or types and locations for which the candidate submits a proposal to PRIM. 4. The firm must have completed at least one large (20 assets or more) portfolio valuation within the last two years, as of June The candidate must have experinece providing appraisal services for at least three years, as of June 30, V. RFP SPECIFICATIONS. 1. Response Deadline. Proposals, including all attachments, must be delivered electronically via to Mr. John F. La Cara at rfpresponses@mapension.com, by 3:00 p.m. ET, the RFP Response Deadline (see TIME TABLE in Section VI). The subject header should be in the following format: Real Estate Appraisal Services RFP Name of Responding Firm. In addition, please your proposal to to the following representative of PRIM s Real Estate and Timber consultant. Mr. Dan Stenger, Principal The Townsend Group dstenger@townsendgroup.com All electronic ( ) documents submitted must be 40 MB or smaller in size. If necessary, the respondent should separate the RFP submission into multiple s to ensure that the 40 MB size limit is met. The respondent is responsible for ensuring that a complete electronic ( ) RFP response is received prior to the Response Deadline. The questions and/or requests for information made in this RFP should be duplicated in their entirety in the respondent s proposal, with each question and/or request for information repeated before the respective answer or response. Copies of this RFP can be obtained electronically on the PRIM website at 8

9 2. Required Enclosures and Attachments. A. Cover Letter. The proposal must include a cover letter which shall be signed by at least one individual who is authorized to bind the firm contractually. This cover letter must include: (a) the respondent s name, address, telephone number and address; (b) the name of the primary contact for PRIM; and (c) the title or position which the signer of the cover letter holds in the firm. B. Executive Summary. The proposal must include an executive summary not to exceed 3 pages of single space content. This summary, suitable for distribution to PRIM Board trustees and committee members and staff, should discuss your firm, its history, capabilities, competitive advantages, personnel, and understanding of the PRIM s needs. C. Responses to Minimum Qualifications (Section IV). The respondent must describe in sufficient detail how the firm meets the minimum qualifications. D. Responses to Questions (Section VII). The respondent must provide complete response to the questions contain within this RFP. E. Representations and Warranties. The Representations and Warranties contained in Section IX hereof, must be signed by an authorized officer of the firm, and must be included as an attachment to the cover letter referenced in (A) above. F. Disclosure Statement. Attached to this RFP as Exhibit B are the PRIM Board and Public Employee Retirement Administration Commission (PERAC) Disclosure Statements which each firm submitting a proposal must complete and submit as an attachment to the cover letter referenced in (A) above. YOU MUST COMPLETE BOTH PRIM AND PERAC DISCLOSURE FORMS OR YOUR SUBMISSION WILL NOT BE CONSIDERED. G. Fee Proposal. The Fee Proposal of the proposing firm must be submitted on the form contained in Section VIII hereof (the Fee Proposal). 3. Public Record. In accordance with Chapter 66, Section 10 and Chapter 4, Section 7(26)(h) of the General Laws of Massachusetts, all proposals submitted in response to this RFP may be deemed to be public records and subject to requests for public disclosure. 4. Waiver/Cure of Minor Informalities, Errors and Omissions. PRIM reserves the right to waive or permit cure of minor informalities, errors or omissions prior to the selection of finalists, and to conduct discussions with all respondents in any manner appropriate to 9

10 serve the best interests of PRIM. 5. Communications with PRIM. The Procurement Officer for this RFP is: Mr. John F. La Cara Senior Investment Officer Pension Reserves Investment Management Board 84 State Street Boston, Massachusetts As of July 27, 2015, firms that intend to submit a proposal should not contact PRIM staff, members of advisory committees of PRIM, members of the PRIM Board, or employees of the Massachusetts Treasury, other than the Procurement Officer. An exception to this rule applies to firms that currently conduct business with PRIM, but any contact made by such firms with persons other than the Procurement Officer must be limited to that business, and must not relate to this RFP. In addition, firms that intend to submit a proposal should not discuss this RFP with any employee of the existing custodian, investment managers, consultants, legal counsel or other advisors to PRIM. FAILURE TO OBSERVE THIS RULE IS GROUNDS FOR DISQUALIFICATION. 6. Questions Regarding this RFP. All questions concerning this RFP must be received via (rfpresponses@mapension.com) by the Procurement Officer by 3:00 p.m. ET on August 3, Questions received in accordance with this section will be answered and circulated via to all firms who have proposed a question or who request, via , a copy of the questions and the responses. Any questions or requests for copies of questions and responses that are received after the Question Deadline will not be considered. 7. Incurring Costs. PRIM will not be responsible for costs incurred by a respondent in responding to this RFP. 8. Withdrawal/Irrevocability of Responses. Respondents may withdraw and resubmit proposals prior to the Response Deadline. No withdrawals or resubmissions will be allowed after the Response Deadline. 9. Rejection of Responses; Cancelation. PRIM reserves the right in its sole discretion to reject any non-qualifying proposal, as well as the right to reject all proposals submitted under this RFP, and to cancel and rescind the procurement at any time, for any reason or for no reason. 10

11 VI. TIME TABLE. PRIM reserves the right to modify the following time table: Issuance of RFP: July 27, 2015 RFP Question Deadline: RFP Response Deadline: August 3, 2015, 3:00 p.m. ET September 1, 2015, 3:00 p.m. ET Notification of Finalists (Tentative): Week of September 27, 2015 Evaluation Committee Interviews: October 14-16, 2015 (If necessary*) Visit Finalist s Offices: Week of October (If necessary) Real Estate Committee Meeting: November 18, 2015 PRIM Board Meeting: December 1, 2015 * Interviews are to be held in Boston at PRIM s offices. 11

12 VII. QUESTIONNAIRE. RESPONDENT: ADDRESS: TELEPHONE #: ADDRESS: CLIENT CONTACT: SIGNED: Name (print): Title: Date: 12

13 1. SCOPE OF SERVICES. The respondent must describe in sufficient detail below how the services set forth in the Scope of Services in Section I will be provided. 2. ORGANIZATION. A. Indicate your firm s fiduciary classification: Bank Insurance Company Registered Investment Advisor (Investment Advisors Act of 1940) Affiliate of Fiduciary (Name and Classification) Other (Please explain) B. Firm structure: 1) What is your firm s structure? a. Please describe the business history, location of offices, organizational structure, including number of employees and the make-up of the employees, and ownership of the firm. b. If owned by another firm, what percentage of the parent company s revenue does your firm contribute? Indicate how the percentage of revenue has changed over the life of the arrangement or the last 10 years. c. Identify any affiliated companies, joint ventures, and other entities that contribute in some way to your firm s investment and operational management. d. List all firm owners, whether they are individuals, employees, or partnerships and percentage ownership held by each. e. Provide an organizational chart. 2) Describe any material developments in your organization (changes in ownership, staff, business, etc.) over the past three years in detail. 3) Are there any structural or financial changes contemplated in the next year (e.g., ownership, merger and acquisitions, products, etc.)? If yes, please explain. C. Indicate U.S. Dollar amounts of coverage for fidelity bonds, errors and omissions coverage and any other fiduciary coverage, which your firm carries. List the insurance carriers supplying the coverage. D. Over the past five years, has your organization or any of its affiliates or parent, or any officer or 13

14 principal been involved in any business litigation, regulatory or legal proceedings? If so, provide a detailed explanation and indicate the current status of these proceedings. E. Describe in detail any potential conflicts of interest your firm may have in providing to PRIM the services described in this RFP. Include potential conflicts posed by any activities of affiliated or parent organizations, brokerage activities, investment banking activities, or any past or current relationships with PRIM Board members, PRIM Committee members and/or PRIM investment staff. Include any other pertinent activities, actions, or relationships not specifically outlined in this question. Also disclose any business relationship with PRIM s consultants, which include Callan, The Townsend Group, Hamilton Lane, Arden Asset Management, NEPC, and FX Transparency. F. Do you have a disaster recovery plan in place should your facilities become inoperative because of fire, earthquake, flood, etc.? Please describe. G. Provide a list of all professional personnel and biographical information. Highlight the people who would be responsible for the PRIM appraisal assignments, and include a brief narrative biography of each person. Include in each biography their years of experience, experience in the property types and locations, and all appraisal affiliations and designations. Name Title Current Responsibilities Education & Professional Designations Years with Firm Years of Experience H. Have any senior personnel left the firm in the last three years? If so, please indicate when and why. For personnel who have left, indicate job titles and years with the firm and indicate the person or persons who replaced them. Please provide turnover data in the table below. YTD MAI Professionals Gained MAI Professionals Lost Other Professionals Gained Other Professionals Lost Total Professionals at end of Period I. Provide a list of all appraisal services offered to clients and a narrative explanation of the types of various appraisal assignments or methodologies available and the range of cost. 14

15 J. Provide a list of clients for whom your firm has provided appraisal services in the last three (3) years, either directly or through investment managers as a fiduciary. Client/Manager Appraisal Dates Dollar Value Appraised Location Appraisal Type Property Type(s) Appraised K. Describe your firm s appraisal process, paying particular attention to quality control and review procedures. L. Submit two (2) sample appraisal reports, preferably in the same markets and property types as the properties listed in Exhibit A. M. Indicate if there are any constraints in your staffing or workload that would affect your firm s ability to complete an appraisal assignment in a timely manner. N. Provide the name, address, phone number, contact name and title of three (3) clients for whom your firm has provided appraisal services. If available please include one which is a tax-exempt institution and one for which your firm appraised a multiple asset portfolio of properties. O. Include a statement describing your firm s current or prior relationships with PRIM s current asset managers: (1) AEW, (2) Invesco, (3) JP Morgan, (4) LaSalle, and (5) TA Realty. Specifically, list the number of appraisals or other services performed for each of these managers in the last two years (as of June 30, 2015), the aggregate appraised value of these properties and the total amount of fees received for those appraisal or other services. 15

16 VIII. FEE PROPOSAL. Please submit a fee proposal for each property below. # Property City State MSA SF/Units # of Type Tenants 1 Apartments Brooklyn NY New York-North NJ 95 NA Year 1 Fee (Full Narrative) Year 2 Fee Year 3 Fee 2 Apartments Atlanta GA Atlanta 355 NA 3 Apartments Hoboken NJ New York-North NJ 186 NA 4 Apartments Durham NC Raleigh/Durham 328 NA 5 Apartments Portland OR Portland 231 NA 6 Apartments Corona CA Riverside - Ontario 314 NA 7 Apartments Columbia MD Baltimore 170 NA 8 Apartments Orlando FL Orlando 448 NA 9 Apartments Orlando FL Orlando 280 NA 10 Apartments Eden Prairie MN Minneapolis 508 NA 11 Apartments Charleston SC Charleston 200 NA 12 Apartments Denver CO Denver 212 NA 13 Apartments Aurora IL Chicago 272 NA 14 Apartments Scottsdale AZ Phoenix - Mesa 330 NA 15 Apartments Bellevue WA Seattle 326 NA 16 Apartments West Chester PA Philadelphia 252 NA 17 Apartments Hollywood Hills CA Los Angeles 146 NA 18 Apartments Albuquerque NM Albuquerque 232 NA 19 Apartments Alexandria VA Washington DC 360 NA 20 Apartments Plano TX Dallas Ft. Worth 1,675 NA 21 Apartments Napa Valley CA San Francisco 200 NA 22 Apartments Dallas TX Dallas Ft. Worth 276 NA 23 Apartments Ft. Lauderdale FL Miami - Ft. Lauderdale 737 NA 24 Apartments San Diego CA San Diego 970 NA 25 Apartments Atlanta GA Atlanta 322 NA 26 Apartments Lawrenceville GA Atlanta 406 NA 27 Apartments Dallas TX Dallas Ft. Worth 129 NA 28 Apartments Merrifield VA Washington DC 250 NA 29 Apartments Nashville TN Nashville 244 NA 30 Industrial Huntington CA Orange County 187,000 3 Beach 31 Industrial Carol Stream IL Chicago 328, Industrial Dallas TX Dallas Ft. Worth 1,639, Industrial Kent WA Seattle 706, Industrial Carol Stream IL Chicago 427, Industrial Dallas TX Dallas Ft. Worth 1,500, Industrial Corona CA Riverside - Ontario 146,

17 37 Industrial La Mirada CA Los Angeles 254, Industrial Grand Prairie TX Dallas Ft. Worth 361, Industrial Halethorpe MD Baltimore 279, Industrial Atlanta GA Atlanta 903, Industrial San Bernardino CA Riverside - Ontario 667, Industrial Lakeland FL Orlando Development 0 43 Industrial Medley FL Miami - Ft. Lauderdale 662, Industrial Medley FL Miami - Ft. Lauderdale 229, Industrial Ontario CA Riverside - Ontario 286, Industrial Wood Dale IL Chicago 119, Industrial Ontario CA Riverside - Ontario 334, Industrial Irving TX Dallas Ft. Worth 404, Industrial Grand Prairie TX Dallas Ft. Worth 634, Industrial Bolingbrook IL Chicago 185, Industrial City of Industry CA Los Angeles 280, Industrial Romeoville IL Chicago 648, Industrial Dallas TX Dallas Ft. Worth 1,379, Industrial Ontario CA Riverside - Ontario 766, Industrial Corona CA Riverside - Ontario 227, Office Denver CO Denver 306, Office Rockville MD Washington DC 181, Office Washington DC Washington DC 394, Office Burlington MA Boston 285, Office San Francisco CA San Francisco 542, Office Sunnyvale CA San Jose 166, Office Santa Ana CA Los Angeles 185, Office Coral Gables FL Miami - Ft. Lauderdale 205, Office Bethesda MD Washington DC 348, Office Rancho Bernardo CA San Diego 150, Office Rockville MD Washington DC 186, Office San Diego CA San Diego 102, Office Parsippany NJ New York-North NJ 526, Office Sacramento CA Sacramento 293, Office Nashville TN Nashville 411, Office Boston MA Boston 119, Office New York NY New York-North NJ 141, Office Boston MA Boston 2,600, Office Vienna VA Washington DC 445, Office Tampa FL Tampa 216, Other Santa Ana CA Los Angeles 203, Other Phoenix AZ Phoenix - Mesa 227,

18 78 Other San Diego CA San Diego 150, Other Walnut CA Los Angeles 200, Retail San Francisco CA San Francisco 45, Retail Alamo CA San Francisco 196, Retail Alpharetta GA Atlanta 106, Retail Fairfax VA Washington DC 137, Retail Chicago IL Chicago 95, Retail Chadds Ford PA Philadelphia 151, Retail Littleton CO Denver 213, (Denver) 87 Retail Austin TX Austin 148, Retail Alpharetta GA Atlanta 128, Retail Springfield VA Washington DC 119, Retail Mill Valley CA San Francisco 175, Retail Highland Village TX Dallas Ft. Worth 394, Retail Tysons VA Washington DC 165, Retail Austin TX Austin 214,

19 IX. REPRESENTATIONS AND WARRANTIES. All respondents are required to submit an executed copy of the following Representations and Warranties. A. The respondent warrants that, if engaged by PRIM, it will not delegate, without prior approval by PRIM, its responsibilities to a third party. B. Respondent warrants that it has completed, obtained, and performed all registrations, filings, approvals, authorizations, consents or examinations required by any government or governmental authority for acts to be performed in providing to PRIM the services sought by this RFP. C. Respondent warrants that it meets all of the Minimum Qualifications stated in Section IV of this RFP. Signature Print Name Title 19

20 EXHIBITS 20

21 EXHIBIT A Real Estate Portfolio Summary As of June 30,

22 # Property Type City State MSA SF/Units 1 Apartments Brooklyn NY New York-North NJ 95 2 Apartments Atlanta GA Atlanta Apartments Hoboken NJ New York-North NJ Apartments Durham NC Raleigh/Durham Apartments Portland OR Portland Apartments Corona CA Riverside - Ontario Apartments Columbia MD Baltimore Apartments Orlando FL Orlando Apartments Orlando FL Orlando Apartments Eden Prairie MN Minneapolis Apartments Charleston SC Charleston Apartments Denver CO Denver Apartments Aurora IL Chicago Apartments Scottsdale AZ Phoenix - Mesa Apartments Bellevue WA Seattle Apartments West Chester PA Philadelphia Apartments Hollywood Hills CA Los Angeles Apartments Albuquerque NM Albuquerque Apartments Alexandria VA Washington DC Apartments Plano TX Dallas Ft. Worth 1, Apartments Napa Valley CA San Francisco Apartments Dallas TX Dallas Ft. Worth Apartments Ft. Lauderdale FL Miami - Ft. Lauderdale Apartments San Diego CA San Diego Apartments Atlanta GA Atlanta Apartments Lawrenceville GA Atlanta Apartments Dallas TX Dallas Ft. Worth Apartments Merrifield VA Washington DC Apartments Nashville TN Nashville Industrial Huntington Beach CA Orange County 187, Industrial Carol Stream IL Chicago 328, Industrial Dallas TX Dallas Ft. Worth 1,639, Industrial Kent WA Seattle 706, Industrial Carol Stream IL Chicago 427, Industrial Dallas TX Dallas Ft. Worth 1,500, Industrial Corona CA Riverside - Ontario 146, Industrial La Mirada CA Los Angeles 254, Industrial Grand Prairie TX Dallas Ft. Worth 361, Industrial Halethorpe MD Baltimore 279,016 22

23 40 Industrial Atlanta GA Atlanta 903, Industrial San Bernardino CA Riverside - Ontario 667, Industrial Lakeland FL Orlando Development 43 Industrial Medley FL Miami - Ft. Lauderdale 662, Industrial Medley FL Miami - Ft. Lauderdale 229, Industrial Ontario CA Riverside - Ontario 286, Industrial Wood Dale IL Chicago 119, Industrial Ontario CA Riverside - Ontario 334, Industrial Irving TX Dallas Ft. Worth 404, Industrial Grand Prairie TX Dallas Ft. Worth 634, Industrial Bolingbrook IL Chicago 185, Industrial City of Industry CA Los Angeles 280, Industrial Romeoville IL Chicago 648, Industrial Dallas TX Dallas Ft. Worth 1,379, Industrial Ontario CA Riverside - Ontario 766, Industrial Corona CA Riverside - Ontario 227, Office Denver CO Denver 306, Office Rockville MD Washington DC 181, Office Washington DC Washington DC 394, Office Burlington MA Boston 285, Office San Francisco CA San Francisco 542, Office Sunnyvale CA San Jose 166, Office Santa Ana CA Los Angeles 185, Office Coral Gables FL Miami - Ft. Lauderdale 205, Office Bethesda MD Washington DC 348, Office Rancho Bernardo CA San Diego 150, Office Rockville MD Washington DC 186, Office San Diego CA San Diego 102, Office Parsippany NJ New York-North NJ 526, Office Sacramento CA Sacramento 293, Office Nashville TN Nashville 411, Office Boston MA Boston 119, Office New York NY New York-North NJ 141, Office Boston MA Boston 2,600, Office Vienna VA Washington DC 445, Office Tampa FL Tampa 216, Other Santa Ana CA Los Angeles 203, Other Phoenix AZ Phoenix - Mesa 227, Other San Diego CA San Diego 150, Other Walnut CA Los Angeles 200, Retail San Francisco CA San Francisco 45,201 23

24 81 Retail Alamo CA San Francisco 196, Retail Alpharetta GA Atlanta 106, Retail Fairfax VA Washington DC 137, Retail Chicago IL Chicago 95, Retail Chadds Ford (Phila.) PA Philadelphia 151, Retail Littleton (Denver) CO Denver 213, Retail Austin TX Austin 148, Retail Alpharetta GA Atlanta 128, Retail Springfield VA Washington DC 119, Retail Mill Valley CA San Francisco 175, Retail Highland Village TX Dallas Ft. Worth 394, Retail Tysons VA Washington DC 165, Retail Austin TX Austin 214,414 24

25 EXHIBIT B PRIM and PERAC Disclosure Forms 25

26 COMMONWEALTH OF MASSACHUSETTS PENSION RESERVES INVESTMENT MANAGEMENT BOARD DISCLOSURE STATEMENT FIRM: ADDRESS: Firms seeking to provide investment management or consulting services (the engagement ) to the Commonwealth of Massachusetts Pension Reserves Investment Management Board ( PRIM ) must complete a disclosure statement providing complete and accurate responses to the questions below. Firms selected to provide investment management or consulting services to PRIM have a continuing obligation to update responses to these questions, in writing, immediately upon any change to such responses. The questions in this Disclosure Statement should be read broadly, and any perceived ambiguity should be resolved in favor of disclosure. Any questions concerning the disclosures required should be directed to PRIM s Executive Director. 1. Describe in detail the respondent s organization structure, and identify any controlling stockholders, parents, subsidiaries, affiliates, partners, general partners, or principals (all such individuals or entities hereinafter collectively referred to as the firm. ) 2. Identify any relationship of the firm, its joint ventures, consultants, lobbyists, subcontractors, agents, or placement agents that relate in any way to the engagement. 3. Aside from the engagement, describe any services provided by the firm to PRIM. 4. Aside from the services described in response to question no. 3, above, describe any services provided by the firm to the Office of the Treasurer or any trust, board, commission or authority of which the Treasurer is a member or trustee. (A list of such entities is attached.) 5. Aside from the services described in response to question nos. 3 and 4, above, describe any services provided by the firm to the Commonwealth of Massachusetts or any of its political subdivisions. 6. Did or will the firm provide or share, agree to provide or share, or arrange to provide or share any compensation or benefit, direct or indirect, to any individual or entity for assisting the firm in: a) obtaining the engagement; or, b) performing the services required by the engagement. If the answer to question no. 6 is yes, provide for each the individual or entity a) the name and address of such individual or entity; 26

27 b) a description of the assistance provided; and c) the compensation or benefit. 7. Does the firm have any ongoing relationship, arrangement or agreement with any individual or entity with respect to sharing compensation for services to: a) PRIM; b) any trust, board, commission, or authority of which the Treasurer is a member or trustee; or c) Massachusetts or its political subdivisions? If the answer to question no. 7 is yes, provide for each such individual or entity a) the name and address of such individual or entity; b) a description of the relationship, arrangement or agreement; and, c) the compensation shared. Signed under the pains and penalties of perjury on this day of, Name: Title: 27

28 Treasurer s Principal Boards, Commissions and Authorities 1) Finance Advisory Board M.G.L. c.6, s97-8 2) State Comptroller s Advisory Board M.G.L. c.5a, s2 3) Investment Advisory Council M.G.L. c.10, s5b 4) State Retirement Board M.G.L. c.10, s18 5) State Lottery Commission M.G.L. c.10, s23 6) Emergency Finance Board M.G.L. c.10, s47 7) Board of Bank Incorporation M.G.L. c.26, s5 8) Water Pollution Abatement Trust M.G.L. c.29, s2 9) Pension Reserves Investment Management M.G.L. c.32, s23(2a) 10) Massachusetts Convention Center Authority Chapter 190 of the Acts of 1982 ss

29 PERAC Disclosure Please obtain the PERAC disclosure form at the following website, fill it out, and submit together with the COMMONWEALTH OF MASSACHUSETTS PENSION RESERVES INVESTMENT MANAGEMENT BOARD disclosure form: (Wen Link: PERAC Disclosure Form ) 29

30 EXHIBIT C PRIM Investment Policy Please go to the link below to see the Investment Policy: Investment Policy 30