MARYLAND AGRICULTURAL AND RESOURCE-BASED INDUSTRY
DEVELOPMENT CORPORATION
1410 Forest Drive, Suite 28
Annapolis, MD 21403
Telephone (410) 267-6807
Telecopy (410) 267-6809
March 12, 2008
Request for Proposals
to Serve as Paying Agent, Registrar, Repository, and Trustee to the Maryland Agricultural and Resource-Based Industry Development Corporation
Offerors are invited to submit proposals (“Proposals”) in conformance with the requirements described below. Responses are due April 7, 2008 (the “Closing Date”).
PART I - PROPOSAL INFORMATION
1.1 Purpose. This Request for Proposals (“RFP”) invites financial institutions (“Offerors”) to submit proposals to the Maryland Agricultural and Resource-Based Industry Development Corporation (“MARBIDCO”) outlining in detail their ability to serve as paying agent, registrar, repository, and trustee for MARBIDCO’s ongoing installment purchase agreement (“IPA”) programs.
1.2 Procurement Officer.
Name: Stephen R. McHenry
Title: Executive Director
Address: Maryland Agricultural and Resource-Based
Industry Development Corporation
1410 Forest Drive, Suite 28
Annapolis, MD 21403
Telephone: (410) 267-6807
Facsimile: (410) 267-6809
E-mail:
The sole point of contact in the State for purposes of this RFP is the Procurement Officer.
1.3 Written Questions/No Pre-Proposal Conference. Prospective Offerors may submit written questions only. Any questions from prospective Offerors must be received in writing by the Procurement Officer no later than March 24, 2008. A list of the written questions and the answers thereto shall be mailed to (A) prospective Offerors who were sent this RFP, and (B) prospective Offerors who otherwise obtained this RFP and notified the Procurement Officer in writing that they obtained this RFP. Persons who download this RFP from the Internet must notify the Procurement Officer (by mail, telecopier, or e-mail) in order to be included on the list of prospective Offerors.
There will be no pre-proposal conference.
1.4 Amendment of RFP. If this RFP requires amendment, written notice of the amendment will be given to all prospective Offerors identified in Section 1.3. Receipt of amendments must be acknowledged in the transmittal letter accompanying any Proposal submitted by prospective Offerors.
1.5 Cancellation of RFP. This RFP may be cancelled in whole or in part, and any Proposal may be rejected in whole or in part if the Procurement Officer determines that such action is in the best interest of MARBIDCO. The Procurement Officer may waive or permit cure of minor irregularities in any Proposal.
1.6 Closing Date. The Procurement Officer must receive an original and five (5) copies of the Proposal, in a sealed envelope captioned “Proposals - IPA Paying Agent, Registrar, Repository and Trustee,” at the address of the Procurement Officer at the address set forth above on page 2 no later than 3:00 p.m. locally prevailing time on the Closing Date, April 6, 2008. Requests for extensions of this date may not be granted. Any Proposal, request for modification, or request for withdrawal received after 3:00 p.m. on the Closing Date is late and will not be considered. It is recommended that Proposals be delivered by hand to the office of the Procurement Officer. Offerors mailing Proposals or using overnight courier services should allow sufficient time to take account of internal delivery to the Procurement Officer. Oral, telegraphic or mailgram proposals will not be accepted.
1.7 Disclosures. Proposals submitted in response to this RFP shall be subject to disclosure pursuant to the provisions of the Maryland Public Information Act, Section 10-611 et seq. of the State Government Article of the Annotated Code of Maryland (“State Government Article”). Offerors must specifically identify those portions of their Proposals, if any, which they deem to contain confidential or proprietary information or trade secrets and must provide justification why such materials should not, upon request, be disclosed by the State under the Maryland Public Information Act. In the event of a Public Information Act request for responses to this RFP, the Procurement Officer will determine whether the response or portions of it must be disclosed. If Offerors fail to identify portions of their Proposals as confidential, proprietary or trade secret information, the Procurement Officer will assume that the information can be freely disclosed to the public. Blanket statements that purport to make entire Proposals confidential, proprietary or trade secret information will not be accepted.
1.8 Incurred Expenses. MARBIDCO is not responsible for any expenses which Offerors may incur in preparing and submitting Proposals.
1.9 Offeror’s Affidavits. Each Offeror shall complete and submit with the Proposal the Bid/Proposal Affidavit attached hereto as Attachment A. Offerors are advised that if a contract is awarded as a result of this solicitation, the successful Offeror will be required to complete a Contract Affidavit. A copy of this affidavit is included for informational purposes as Attachment B. This affidavit must not be submitted with an Offeror’s Proposal.
1.10 Duration of Offer. Proposals submitted in response to this solicitation are irrevocable for a period of 90 days from the Closing Date, or if modified during negotiations pursuant to Section 6.5, for a period of 90 days from the date such modified rates are proposed by the Offeror.
1.11 Acceptance of Terms and Conditions. By submitting a Proposal in response to this RFP, the Offeror accepts all of the terms and conditions set forth in this RFP, the Contract (as defined below) and all attachments. Offerors are urged to read this RFP carefully since it sets forth the terms and conditions of the solicitation and the Contract entered into as a result of the issuance of this RFP.
1.12 Compliance with Law. By submitting an offer in response to this RFP, the Offeror, if selected for award, agrees that it will comply with all federal, State, and local laws applicable to its activities and obligations under the contract. By submitting an offer in response to this RFP, the Offeror shall be deemed to represent that it is not in arrears in the payment of any obligation due and owing the State of Maryland or any department or unit thereof, including but not limited to the payment of taxes and employee benefits, and if selected for award, that it shall not become so in arrears during the term of the contract.
1.13 Oral Presentations. Offerors may be required to make individual presentations to the Authority in order to clarify their proposals.
1.14 Procurement Regulations. This RFP and any contract entered into as a result hereof are not subject to the provisions of Division II of the Procurement Article. Nonetheless, the requirements of the Procurement Article and the State procurement regulations COMAR Title 21, as amended, will be applied to this RFP to the extent practicable and consistent with obtaining the best paying agent, registrar, repository and trustee for MARBIDCO, all as determined in the Procurement Officer’s sole discretion. The appeal procedures contained in the Procurement Article and the State procurement regulations will not apply to this procurement.
1.15 No Minimum Work. If selected for this contract, Offerors are not guaranteed a minimum amount of work or compensation.
1.16 Order of Precedence. The contract between the parties will be embodied in the contract documents which will consist of the following, listed in their order of precedence:
FIRST: The contract and contract modifications executed by both parties;
SECOND: This Request for Proposals; and
THIRD: Offeror’s Proposal.
Modifications of the Order of Precedence provision of this solicitation will not be accepted.
1.17 Minority Participation Policy: This RFP is designed to encourage the participation of (i) socially and economically disadvantaged individuals (members of a group as defined in the State Finance and Procurement Article, §14-301(i)) and (ii) minority business enterprises as defined in Section 14-301(f) of the State Finance and Procurement Article of the Annotated Code of Maryland (the “Procurement Article”). MARBIDCO encourages minority business enterprises to respond to this RFP either independently or as part of a joint venture. MARBIDCO also encourages Offerors to include socially and economically disadvantaged individuals on the team responding to this RFP, if applicable. Offerors are encouraged to submit proposals that reflect the significant participation of socially and economically disadvantaged individuals and/or minority business enterprises.
PART II - CONTRACT INFORMATION AND PROPOSED CONTRACT PROVISIONS
2.1 Parties to the Contract. The contract, and all exhibits thereto, to be entered into as a result of this RFP (the “Contract”) shall be by and between the Offeror as contractor (the “Contractor”) and MARBIDCO, and shall be substantially in the form attached as Attachment C. Offerors are urged to read form of Contract and all attached exhibits carefully.
2.2 Contract Term. The Contract term shall commence as of the date specified in the Contract and, unless sooner terminated in accordance with the Contract, shall end on the later of: (a) three (3) years after the commencement date or (b) the time that all work which was authorized before the expiration date is completed. At the sole option of MARBIDCO, the Contract may be renewed on the same terms and conditions for two (2) additional terms, not to exceed one year each. MARBIDCO reserves the right to extend the Contract in connection with services requested or commenced prior to the date on which the Contract otherwise would have expired or terminated. The parties shall confirm in writing the commencement date of the Contract term.
2.3 Start-Up. The Contractor shall conduct any necessary due diligence, and familiarize itself with MARBIDCO, before commencement of the Contract, at no cost to MARBIDCO.
2.4 Compensation and Method of Payment. The Contract will provide in part that:
A. Except as provided in Section 2.4.B below, the Contractor will be paid for services rendered under the Contract as follows:
1. The Contractor will be paid for services out of the funds, if any, that may be appropriated or may otherwise be made available for such payment.
2. Payments to the Contractor will be based upon the bid “fee for services” (see Attachment D) for the IPAs entered into by MARBIDCO. Detailed bills identifying applicable IPA(s) and a full description of the services performed will be required. All invoices are subject to the review and approval of MARBIDCO.
B. The Contractor will:
1. During the term of the Contract, only be reimbursed for such reasonable, allowable and allocable direct costs and expenses incurred by the Contractor in the performance of the Contract and approved in writing by MARBIDCO.
2. Not be reimbursed for indirect costs such as secretarial services or in-house messenger services. Non-reimbursable expenses may not be recovered indirectly through “time” charges.
3. Maintain records relating to the charges and expenses incurred by the Contractor in the performance of the Contract for a period of three years from the date of final payment under the Contract and formal Contract closeout.
2.5 Scope of Contract. It is anticipated that the Contractor will perform the work and provide the services described in Part IV below.
PART III - OFFEROR’S MINIMUM QUALIFICATIONS
3.1 Minimum Requirements. To be considered for this procurement, the Offeror must meet the minimum requirements set forth in this RFP and demonstrate the same in its Proposal. Any Proposal failing to do so may not be considered.
The Offeror must be a trust department of a financial institution, as defined in Section 6-201 of the State Finance and Procurement Article of the Annotated Code of Maryland (a copy of which is attached hereto as Exhibit 2), or a trust company. The Offeror may not be in receivership or conservatorship.
The Offeror must be a commercial bank or trust company or national banking association having capital and surplus aggregating at least $100,000,000.
3.2 Prior Experience. The Offeror must describe its experience in serving as paying agent, registrar, repository and/or trustee for tax-exempt obligations issued in the State of Maryland and in the United States. It is preferred that the Offeror have experience related to installment purchase programs and the Offeror should describe its experience in any such programs in its Proposal.
3.3 Offeror’s Capacity. Each Offeror must demonstrate the capability of performing the potential volume and type of services as required by MARBIDCO described in Part IV below.
3.4 Public Ethics Law. The negotiation of or entering into the Contract must not give rise to a violation of the Public Ethics Law.
PART IV - SCOPE OF SERVICES REQUIRED
4.1 MARBIDCO and IPA Program Background. Legislation enacted in 2006 by the Maryland General Assembly authorizes MARBIDCO to work with the Maryland Agricultural Land Preservation Foundation (“MALPF”) to assist in agricultural land preservation efforts including the execution of installment purchase agreements (“IPAs”). It is contemplated that MARBIDCO will enter into IPAs with landowners in order to fund MALFP’s purchase of agricultural land preservation easements in land that will be held by MALPF restricting development on the landowner’s property. The IPA program is designed to encourage additional participation in the state agricultural land preservation program by providing sellers of agricultural land preservation easements with tax-exempt interest and deferral of capital gains.
The chart below shows the number of applications approved by MALPF from landowners interested in selling agricultural conservation easements and the number of purchase offers from MALPF that have been accepted by landowners.
Applications Approved / Offers AcceptedFY2005 / 135 / 64
FY2006 / 122 / 66
FY2007 / 325 / 116
FY2008 / 460 / TBD
MALPF officials estimate that approximately one-third of accepted offers have chosen to be paid over a period of up to 10 years, pursuant to an installment payment program that has been available in the past. MALPF officials expect to begin making offers to FY2008 applicants in late March 2008.
It currently is contemplated that MARBIDCO will enter into an IPA pursuant to a trust indenture, the draft form of which is contained in Attachment E. The draft form of the initial IPA is contained in Attachment F.
As MARBIDCO’s program matures, the nature of the Offeror’s role may change. The Offeror may be asked to assist MARBIDCO by:
· remitting to IPA holders the semi-annual tax-exempt interest on and periodic principal of IPAs entered into between MARBIDCO and sellers of agricultural land preservation easements;
· maintaining a record of the holders of the IPAs and facilitating transfers of ownership;