Investment Counsel

REQUEST FOR PROPOSALS
FOR
INVESTMENT COUNSEL
ISSUING OFFICE
Commonwealth of Pennsylvania
Public School Employees' Retirement System (PSERS)
RFP NUMBER
PSERS RFP 2026-1
DATE OF ISSUANCE
MAY 14, 2026
Small Diverse Business and Veteran Business Enterprise Participation. The Issuing Office and
the Department of General Services' Bureau of Diversity, Inclusion and Small Business
Opportunities (BDISBO) will only set Small Diverse Business (SDB) and/or Veteran Business
Enterprise (VBE) participation goals for engagements over $250,000 that are a result of this
procurement. Engagements under $250,000 are not required to have SDB or VBE participation
goals. Certified SDB's and VBE's are encouraged to respond to this solicitation as prime
contractors. To review SDB and VBE program eligibility and for more information on seeking
certification, please visit www.pa.gov/DGS and follow the links under Programs and Services for
"Bureau of Diversity, Inclusion and Small Business Opportunities".

REQUEST FOR PROPOSALS FOR
INVESTMENT COUNSEL
PSERS RFP# 2026-1
TABLE OF CONTENTS
CALENDAR OF EVENTS .......................................................................................................... iii
PART I GENERAL INFORMATION ................................................................................. 3
PART II PROPOSAL REQUIREMENTS ........................................................................... 12
PART III CRITERIA FOR SELECTION ............................................................................... 14
PART IV WORK STATEMENT ........................................................................................ 17
PART V SMALL DIVERSE BUSINESS AND VETERAN BUSINESS ENTERPRISE
PARTICIPATION INFORMATION ..................................................................... 19
PART VI STANDARD CONTRACT FOR LEGAL SERVICES.................................................. 24
APPENDICES
(Attached electronically as separate files)
APPENDIX A PROPOSAL COVER SHEET
APPENDIX B COST SUBMITTAL
APPENDIX C TRADE SECRET CONFIDENTIAL PROPRIETARY INFORMATION NOTICE FORM
APPENDIX D STATEMENT OF QUALIFICATIONS/CONFLICTS/TECHNICAL QUESTIONNAIRE
APPENDIX E PERSONNEL EXPERIENCE BY KEY POSITION
APPENDIX F PROJECT REFERENCES
APPENDIX G SMALL DIVERSE BUSINESS PARTICIPATION PACKET (for engagements over
$250,000):
SDB-1 INSTRUCTIONS FOR COMPLETING SDB PARTICIPATION
SUBMITTAL AND SDB UTILIZATION SCHEDULE
SDB-2 SDB PARTICIPATION SUBMITTAL
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SDB-3 SDB UTILIZATION SCHEDULE
SDB-3.1 SDB LETTER OF COMMITMENT
SDB-4 GUIDANCE FOR DOCUMENTING GOOD FAITH EFFORTS TO MEET
THE SDB PARTICIPATION GOAL
SDB-5 GOOD FAITH EFFORTS DOCUMENTATION TO SUPPORT WAIVER
REQUEST OF SDB PARTICIPATION GOAL
APPENDIX H VETERAN BUSINESS ENTERPRISE PARTICIPATION PACKET (for engagements
over $250,000):
VBE-1 INSTRUCTIONS FOR COMPLETING VBE PARTICIPATION
SUBMITTAL AND VBE UTILIZATION SCHEDULE
VBE-2 VBE PARTICIPATION SUBMITTAL
VBE-3 VBE UTILIZATION SCHEDULE
VBE-3.1 VBE LETTER OF COMMITMENT
VBE-4 GUIDANCE FOR DOCUMENTING GOOD FAITH EFFORTS TO MEET
THE VBE PARTICIPATION GOAL
VBE-5 GOOD FAITH EFFORTS DOCUMENTATION TO SUPPORT WAIVER
REQUEST OF VBE PARTICIPATION GOAL
APPENDIX I MODEL FORM OF SMALL DIVERSE BUSINESS/VETERAN BUSINESS
ENTERPRISE SUBCONTRACTOR AGREEMENT
APPENDIX J SAMPLE APPOINTMENT LETTER
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CALENDAR OF EVENTS
The Commonwealth will make every effort to adhere to the following schedule:
Activity Responsibility Date
Friday,
Deadline to submit questions via email to the Issuing Office at
Potential Offerors May 29, 2026
RA-psprocurement@pa.gov
2PM EST
Answers to Potential Offeror questions will be posted on Friday,
eMarketplace no later than this date. Issuing Office June 5, 2026
http://www.emarketplace.state.pa.us/Search.aspx 2PM EST
Monitor eMarketplace website for all communications regarding the
Potential Offerors Ongoing
RFP.
Sealed proposal must be received by the Issuing Office at:
Public School Employees' Retirement System Wednesday,
ATTN: BOA/Procurement RFP2026-1 Offerors June 24, 2026
5 North 5th Street, Rm117-1 2PM EST
Harrisburg, PA 17101
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PART I
GENERAL INFORMATION
I-1. Purpose. This request for proposals (RFP) provides to those Law Firms interested in
submitting proposals for the subject procurement ("Law Firms") sufficient information to
enable them to prepare and submit proposals for the Public School Employees' Retirement
System's ("PSERS") consideration on behalf of the Commonwealth of Pennsylvania
("Commonwealth") to satisfy a need for investment counsel and other related legal services
that may arise on an ad hoc basis. Specifically, Executive Order 2015-2 provides that legal
service or legal consultant contracts shall be awarded on a sole source basis only when it is
clearly not feasible to utilize competitive bidding because of an urgency or need or other
documented circumstances.
At various times, PSERS has been required to manage investment matters including taking
exigent action, where the complex legal, factual, and/or technical nature of the action
necessitates the identification of outside counsel possessing specialized capabilities. PSERS
has issued this RFP to select standing legal counsel(s) to aid in such emergent legal matters.
For purposes of this RFP, PSERS will be making a limited multiple award to the highest
evaluated Law Firms based upon the criteria set forth in this RFP.
This RFP is issued pursuant to Executive Order 2015-2 dated January 20, 2015, and in
accordance with Section 518 of the Commonwealth Procurement Code, 62 P.S. Section 518
and PART I Chapter 8 of the DGS Procurement Handbook.
I-2. Issuing Office. PSERS, Bureau of Administration, Procurement Division ("Issuing Office") has
issued this RFP on behalf of the Commonwealth. Its staff shall act as Issuing Officers. The
sole point of contact in the Commonwealth for this RFP shall be the Issuing Office and can be
contacted at:
PSERS
ATTN: BOA/ Procurement RFP2026-1
5 North 5th Street
Harrisburg, PA 17101
Email: ra-psprocurement@pa.gov
I-3. SCOPE. This RFP contains instructions governing the requested proposals, including the
requirements for the information and material to be included; a description of the service to
be provided; requirements which Law Firms must meet to be eligible for consideration;
general evaluation criteria; and other requirements specific to this RFP.
I-4. PROBLEM STATEMENT. PSERS has identified a need for investment and other related
emergent legal services that may arise on an ad hoc basis. The engagement may include
other related work as designated by PSERS. For purposes of this RFP, PSERS will be making
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a limited multiple award to the highest evaluated Law Firms based upon the criteria set
forth in this RFP. Additional detail is provided in PART III of this RFP.
I-5. Type of Contract. It is proposed that if the Issuing Office enters into contracts as a result of
this RFP, it will be a requirements contract with negotiated compensation containing the
Commonwealth Standard Terms and Conditions as shown in PART VI, Standard Contract for
Legal Services of the RFP. Awarded Law Firms may be called upon to provide legal services
to PSERS as more fully outlined in PART IV. Services will be procured through the use of an
appointment letter (the "Appointment Letter"). A sample appointment letter is provided in
APPENDIX J.
I-6. Rejection of Proposals. The Issuing Office reserves the right, in its sole and complete
discretion, to reject any proposal received as a result of this RFP.
I-7. Incurring Costs. The Issuing Office is not liable for any costs the Law Firm incurs in
preparation and submission of its proposal, in participating in the RFP process or in
anticipation of award of the contract.
I-8. Questions and Answers. If a Law Firm has any questions regarding this RFP, the Law Firm
must submit the questions by email (with the subject line "PSERS RFP 2026-1 Question") to
the Issuing Office at the address identified in PART I, Section I-2 of the RFP. If the Law Firm
has questions, they may be submitted as they arise via email, but no later than the date
indicated on the Calendar of Events. The Law Firm shall not attempt to contact the Issuing
Officer by any other means. The Issuing Office shall post the answers to the questions to
eMarketplace at http://www.emarketplace.state.pa.us/Search.aspx on an ongoing basis by
the date stated on the Calendar of Events. A Law Firm who submits a question after the
deadline date for receipt of questions indicated on the Calendar of Events assumes the risk
that its proposal will not be responsive or competitive because PSERS is not able to respond
before the proposal receipt date or in sufficient time for the Law Firm to prepare a
responsible or competitive proposal. When submitted after the deadline date for receipt of
questions indicated on the Calendar of Events, the Issuing Office may respond to questions
of an administrative nature by directing the questioning Law Firm to specific provisions in the
RFP. To the extent that the Issuing Office decides to respond to a non-administrative question
after the deadline date, the question and answer will be provided to all Law Firms through an
addendum.
All questions and responses as posted to eMarketplace are considered as an addendum to,
and part of, this RFP in accordance with PART I, Section I-9. Each Law Firm shall be
responsible to monitor eMarketplace for new or revised RFP information. The Issuing Office
shall not be bound by any verbal information nor shall it be bound by any written information
that is not either contained within the RFP or formally issued as an addendum by the Issuing
Office. The Issuing Office does not consider questions to be a protest of the specifications or
of the solicitation. The required protest process for Commonwealth procurements is
described in the Procurement Handbook Part 1 Chapter 58.
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I-9. Addenda to the RFP. If the Issuing Office deems it necessary to revise any part of this RFP
before the proposal response date, the Issuing Office will post an addendum to eMarketplace
at http://www.emarketplace.state.pa.us/Search.aspx. It is the Law Firm's responsibility to
periodically check eMarketplace for any new information or addenda to the RFP. Answers to
the questions asked during the Questions & Answers period also will be posted to
eMarketplace as addenda to the RFP.
I-10. Response Date. To be considered for selection, copies of proposals must arrive at the Issuing
Office on or before the time and date specified in the RFP Calendar of Events. The Issuing
Office will not accept proposals via email or facsimile transmission. Law Firms who send
proposals by mail or other delivery service should allow sufficient delivery time to ensure
timely receipt of their proposals. If, due to inclement weather, natural disaster, or any other
cause, the PSERS office location to which proposals are to be returned is closed on the
proposal response date, the deadline for submission will be automatically extended until the
next Commonwealth business day on which the office is open, unless the Issuing Office
otherwise notifies Law Firms. The hour for submission of proposals shall remain the same.
The Issuing Office will reject (unopened) any late proposals.
I-11. Proposal Requirements. To be considered, Offerors shall submit a complete response to this
RFP to the Issuing Office, using the methods and format provided below and in PART II.
A. Proposal Submission. Law Firms are required to submit both paper and electronic copies
of their proposals. Electronic copies may not be submitted in lieu of paper proposals. The
Issuing Office will reject proposals which fail to meet this requirement.
1. Paper Submittals. Law Firms will provide:
a. Two (2) paper copies [one marked "ORIGINAL"] of the Technical Submittal. Law
Firms should ensure that there is no costing information in the Technical
Submittal. The Issuing Office will reject proposals which include costing
information as non-responsive.
b. One (1) separately sealed (envelope preferred) paper copy of the Cost Submittal.
Law Firms should not reiterate technical information in the Cost Submittal.
2. Electronic Submittals.
a. Law Firms shall submit one (1) complete and exact electronic copy of the entire
proposal with named separate files, including the:
i) Technical Submittal; and
ii) Cost Submittal.
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b. Law Firms shall submit one (1) complete and exact redacted electronic copy of the
entire proposal if the Law Firm determines that it must divulge confidential,
propriety or trade secret information as outlined in PART I, Section I-6.
c. The electronic submittals must be submitted on a USB/Flash drive using
Microsoft Word, Microsoft Excel or Adobe PDF formats. Law Firms may not lock
or password protect, in whole or in part, any electronic files that are part of their
Submittal without providing the password or key to unlock the files. The
USB/Flash drive should clearly identify the Law Firm and include the name and
version number of the virus scanning software that was used to scan the
USB/Flash drive before it was submitted.
3. The Law Firm shall make no other distribution of its proposal to any other Law Firm
or Commonwealth official or Commonwealth consultant. Each proposal page should
be numbered for ease of reference.
4. An official authorized to bind the Law Firm to its provisions must sign the proposal
using APPENDIX A - Proposal Cover Sheet.
5. For this RFP, the proposal must remain valid for 120 days or until a contract is fully
executed. If the Issuing Office selects the Law Firm's proposal for award, the contents
of the selected Law Firm's proposal will become, except to the extent the contents
are changed through Best and Final Offers or negotiations, contractual obligations.
6. Each Law Firm submitting a proposal specifically waives any right to withdraw or
modify it, except that the Law Firm or its authorized representative may:
a. Withdraw or modify its proposal by written notice received at the Issuing Office's
address for proposal delivery prior to the exact hour and date specified for
proposal receipt. Modifications must be marked as "Revised Proposal", include
both paper and electronic submittals for the proposal and comply with RFP
requirements.
b. Withdraw or modify its proposal in person prior to the exact hour and date set for
proposal receipt, provided the withdrawing person provides appropriate
identification. Modifications must be marked as "Revised Proposal", include both
paper and electronic submittals for the proposal and comply with RFP
requirements.
B. Proposal Format: Law Firms must submit their proposals in the format, including heading
descriptions, outlined below. To be considered, the proposal must respond to all proposal
requirements. Law Firms should provide any other information thought to be relevant,
but not applicable to the enumerated categories, as an APPENDIX to the Proposal. All
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cost data relating to this proposal should be kept separate from and not included in the
Technical Submittal. Law Firms should not reiterate technical information in the cost
submittal.
Each proposal shall consist of the following two (2) separate submittals:
1. Technical Submittal, in response to PART III and include:
a. Complete, sign and include APPENDIX A - Proposal Cover Sheet; and
b. Complete, sign and include APPENDIX C - Trade Secret Confidential Proprietary
Information Notice Form; and
c. Complete, sign and include APPENDIX D - Statement of Qualifications/ Conflicts/
Technical Questionnaire; and
d. Complete, sign and include APPENDIX E - Personnel Experience by Key Position
and
e. Complete, sign and include APPENDIX F - Project References
2. Cost Submittal, in response to RFP PART II, Section II-3 and as found at APPENDIX B -
Cost Submittal Worksheet.
C. The Issuing Office reserves the right to request additional information which, in the
Issuing Office's opinion, is necessary to assure that the Law Firm's competence, number
of qualified employees, business organization, and financial resources are adequate to
perform according to the RFP.
D. The Issuing Office may make inquiries as deemed necessary to determine the ability of
the Law Firm to perform the Project, and the Law Firm shall furnish to the Issuing Office
all requested information and data. The Issuing Office reserves the right to reject any
proposal if the evidence submitted by, or investigation of, such Law Firm fails to satisfy
the Issuing Office that such Law Firm is properly qualified to carry out the obligations of
the RFP and to complete the Project as specified.
I-12. Economy of Preparation. Law Firms should prepare proposals simply and economically,
providing a straightforward, concise description of the Law Firm's ability to meet the
requirements of the RFP.
I-13. Alternate Proposals. The Issuing Office has identified the basic approach to meeting its
requirements, allowing Law Firms to be creative and propose their best solution to meeting
these requirements. The Issuing Office will not accept alternate proposals but, as provided in
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PART II, Section II-3 and APPENDIX B - Cost Submittal Worksheet, will consider alternative
cost proposals.
I-14. Discussions for Clarification. Law Firms may be required to make an oral or written
clarification of their proposals to the Issuing Office to ensure thorough, mutual understanding
and Law Firm's responsiveness to the solicitation requirements. The Issuing Office will initiate
requests for clarification. Clarifications may occur at any stage of the evaluation and selection
process.
I-15. Prime Contractor Responsibilities. The contract will require the selected Law Firm to assume
responsibility for all services offered in its proposal whether it produces them itself or by
subcontract. The Issuing Office will consider the selected Law Firm to be the sole point of
contact with respect to all contractual matters.
I-16. Proposal Contents.
A. Confidential Information. PSERS is not requesting, and does not require, confidential
proprietary information or trade secrets to be included as part of Law Firms' submissions
in order to evaluate proposals submitted in response to this RFP. Accordingly, except as
provided herein, Law Firms should not label proposal submissions as confidential or
proprietary or trade secret protected. Any Law Firm who determines that it must divulge
such information as part of its proposal must submit the signed written statement
described in subsection C. below and must additionally provide a redacted version of its
proposal on USB/Flash drive, which removes only the confidential proprietary
information and trade secrets, for required public disclosure purposes. The USB/Flash
drive, should clearly identify the Offeror, note that it is a redacted copy and include the
name and version number of the virus scanning software that was used to scan the
USB/Flash drive, before it was submitted. If a written statement and redacted version of
the proposal is not submitted at the time of the proposal submission, the proposal will
be subject to release as submitted.
B. Commonwealth Use. All material submitted with the proposal shall be considered the
property of PSERS and may be returned only at the Issuing Office's option. PSERS has the
right to use any or all ideas not protected by intellectual property rights that are
presented in any proposal regardless of whether the proposal becomes part of a contract.
Notwithstanding any Law Firm copyright designations contained in proposals, the
Commonwealth shall have the right to make copies and distribute proposals internally
and to comply with public record or other disclosure requirements under the provisions
of any Commonwealth or United States statute or regulation, or rule or order of any court
of competent jurisdiction.
C. Public Disclosure. After the award of a contract pursuant to this RFP, all proposal
submissions are subject to disclosure in response to a request for public records made
under the Pennsylvania Right-to-Know-Law, 65 P.S. 67.101, et seq. If a proposal
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