Catherine A. Provencher STATE TREASURER THE STATE OF NEW HAMPSHIRE STATE TREASURY 25 CAPITOL STREET, ROOM 121 CONCORD, NH 03301 (603) 271-2621 FAX (603) 271-3922 EMAIL: cprovencher@treasury.state.nh.us TDD Access: Relay NH 1-800-735-2964 REQUEST FOR PROPOSAL TO PROVIDE UNCLAIMED PROPERTY SECURITIES CUSTODY SERVICES TO THE STATE OF NEW HAMPSHIRE OFFICE OF THE NEW HAMPSHIRE STATE TREASURER Issued: Submission Deadline: May 4, 2012 by 4:00 p.m.
Page 1 1-1 PURPOSE The State Treasurer s Office of the State of New Hampshire (the Treasury ) seeks to procure professional services to hold marketable securities so that the receipt of the income thereon, the transfer of securities back to the true and lawful owner, and the sale of the securities are expedited. Vendors shall submit their proposals by email to bdwyer@treasury.state.nh.us. It is the sole responsibility of the Firms responding to the Request for Proposal (RFP) to ensure that their responses arrive at the designated location by the due date. Any cost associated with developing or delivery of this proposal is entirely the responsibility of the Firms submitting a proposal. Proposals shall be signed by the representative of the Firm who is identified as being authorized to bind the Firm to all statements, including services and prices, contained in the proposal. THE TREASURY MUST RECEIVE ALL RFP RESPONSES BY May 4, 2012 AT 4:00PM Mr. Bill Dwyer Deputy State Treasurer State of New Hampshire State Annex House, Room 121 Concord, NH 03301 Tel: (603) 271-2628 E-mail: bdwyer@treasury.state.nh.us All questions related to this RFP must be addressed in writing to the Deputy State Treasurer at the e-mail address above by Friday, April 20 at 4:00PM. The Treasury will distribute all inquiries and responses to all known proposers by Wednesday, April 25 at 4:00PM. No communication with any other State employee is allowed to take place regarding this RFP during the RFP process. An exception will apply only to individuals of a firm or firms that currently provide these services to the State, but such contacts are limited solely to an existing contract. The Treasury is a public agency and its records, including responses to this RFP, will be deemed a public record and subject to public disclosure under the State s Right-to-Know laws, pursuant to New Hampshire Statute RSA 91-A, after the successful firm is selected. Information in the proposals considered by the Firm to be confidential and proprietary should be clearly identified and easily separable. Any public disclosure restrictions should be clearly explained. A Firm may withdraw its proposal by notifying the Deputy State Treasurer in writing at any time prior to the deadline for proposal submittal. After the deadline, proposals, once opened, become a public record of the Treasury and will not be returned to the Firms. If the Firm is selected to give an oral presentation, such Firm shall provide additional copies of its proposal as may be requested. Oral presentations are an option of the Treasury and may or may not be conducted. If conducted, oral presentations will be held in Concord, New Hampshire. Any expense incurred is entirely the responsibility of the Firm being selected for oral presentation. 1-2 EVALUATION METHOD AND CRITERIA All proposals received will be reviewed and evaluated by a Selection Committee (the Committee ). The Committee will recommend the proposal which meets all of the requirements of this RFP and most closely meets the requirements of the Treasury based on the following criteria and weightings: Pricing, pursuant to Section 3-1, sub-section D (40%)
Page 2 Personnel expertise/qualifications, industry reputation of the firm, and experience in stated criteria (30%) Understanding the Scope of Services and the ability to meet set standards (15%) References (15%) Although pricing is a pertinent factor, qualifications and relevant experience are deemed highly important. The Treasury shall be the sole judge of its own best interests, the proposals, and the resulting negotiated contract. The decision of the Treasury will be final. 1-3 CONTRACT AWARD On or before July 31, 2012, the Treasury expects to enter into a contract with the vendor who submits the proposal judged by the Treasury to be in the best interests of the State. The Treasury anticipates awarding one contract but reserves the right to award more than one contract. Each prospective custodian agrees to fulfill all of the stated requirements of this RFP. Preference will be given to proposals which meet all of the requirements of this RFP. In addition to all other requirements of this RFP, each prospective custodian must include in its proposal package draft or sample copies of each required report in sufficient detail to demonstrate how the requirements will be fulfilled if the prospective custodian is awarded the contract. This RFP does not constitute an offer or a contract with the Treasury or the State of New Hampshire. A contract shall not be deemed to exist until proposals are reviewed, the best proposal has been identified, negotiations with the vendor have been authorized, and a contract has been executed by parties and approved by the State of NH Attorney General and Governor & Executive Council. In the event the parties are unable to negotiate terms acceptable to the Treasury, the Treasury may choose to accept the next highest-rated proposal determined by the Committee to be in the best interests of the State, or it may re-solicit proposals. The Treasury reserves the right to reject all RFP responses, to waive non-material, technical variances or infirmities in the RFP responses, to abandon the project, or to solicit and re-advertise for other proposals. 1-4 CERTIFICATIONS AND ADDITIONAL INFORMATION REQUIRED As a condition of contract award, a vendor must furnish or agree to complete and/or execute the documents listed below. Vendors responding to this RFP are expected to have already met the requirements outlined in the documents, be in the process of fulfilling them at the time of response, or prepared to meet them upon selection. AS PART OF YOUR RESPONSE TO THIS RFP PLEASE INDICATE YOUR WILLINGNESS TO FURNISH ALL OF THE FOLLOWING DOCUMENTS. 1. Standard Contract Terms and Conditions State of NH Form P-37 By submitting a proposal, the vendor agrees to the State of New Hampshire s terms and conditions listed under the heading GENERAL PROVISIONS in the PDF version of Form P-37. The selected vendor will be required to execute Form P-37 in order to enter into a contract with the State of New Hampshire, as well as provide the supporting documentation described in Form P-37, including the required insurance coverage detailed in Sections 14 & 15 of that document. To access the Form P-37 please visit the following link: http://www.nh.gov/nhdoc/business/documents/contractformp-37version01-09.pdf. 2. State of New Hampshire Vendor Application and W-9 Form
Page 3 The selected Vendor must have a completed Vendor Application and a W-9 Form must be on file with the NH Bureau of Purchase and Property. See the following website for information on obtaining and filing the required forms (no fee): www.admin.state.nh.us/purchasing/bids.asp. 3. Certificate of Good Standing / New Hampshire Secretary of State Registration Prior to award of a contract, a vendor must be duly registered as authorized to conduct business in the State of New Hampshire and must furnish a Certificate of Good Standing dated after January 1, 2012, from the Office of the Secretary of State of New Hampshire. Businesses are classified as Domestic (in-state) or Foreign (out-of-state). Please visit the following website to find out more about the requirements and filing fees: http://www.nh.gov/sos/corporate 4. Certificate of Authority / Signature Authority Typically a corporate resolution indicating the officer(s) of the firm possessing the authority to enter into contracts with the State of New Hampshire. 2-1 SCOPE OF SERVICES Item 1. Custodial Services for the Securities Held as Abandoned/Unclaimed Property The Custodian shall provide custodial services for marketable securities to the Treasury, on behalf of the abandoned/unclaimed property program to include at a minimum the following services: 1. Maintain a properly segregated account or accounts for the Treasury on behalf of the abandoned/unclaimed property program. The account or accounts shall be strictly maintained in accordance with applicable laws and regulations. 2. Receive and deposit into the appropriate account all marketable securities transferred to the Custodian by the Treasury. Receive and deposit into the appropriate account all marketable securities transferred directly to the Custodian by persons other than the Treasury for the benefit of the abandoned/unclaimed property program. 3. Hold as many of the securities as possible in street name and book entry. To this end, the Custodian shall transfer to the proper street name and book entry system all securities received whether in physical form or electronic form and however registered or in bearer form. 4. Collect all income that accrues on the securities transferred to the Custodian. Effectuate all corporate actions related to these securities. However, where the Custodian is notified of a choice in effecting any corporate action, request from the Treasury the choice to be made. Effectuate the action chosen by the Treasury. 5. Deliver for sale by an agreed upon broker all securities which it is instructed in writing to sell within 15 days of receipt of the instructions. The agreement of the Custodian to use a specific broker may not be unreasonably withheld. Approval will be withheld for any indication that there may be conflict of interest or a restraint of trade. 6. All reports required must be delivered within a reasonable time. If a potential custodian cannot meet the following schedule, the proposal submitted must clearly indicate how frequently the reports will be provided. If the potential custodian is successful, the schedule submitted will be mandatory.
Page 4 *Period reports less than monthly: *All other reports: 5 calendar days 15 calendar days 7. Deliver to the Treasury and/or provide the Treasury the capability to generate, at a minimum, the following reports: a. A periodic report which includes a listing of all transactions for the period sorted by type and within type by date. It must include at least the CUSIP, security short name, the number of units (if applicable), and the value of transactions. Type must be defined in a way that includes all parts of the transaction, e.g. merger for stock would include both stocks in the transaction. The periodic reporting must be transmitted in a mutually agreed upon electronic form. Include a discussion of the proposed method of transmission in the proposal package. b. Monthly portfolio evaluation report of securities with a market value, which must include, as a minimum, CUSIP, security short name, number of units held, and the market value as of the day of the report. c. Monthly detailed transaction report showing all transactions for the period and appropriate supporting detail thereof, in the format generally rendered by the Custodian to similar customers. 8. On a monthly basis, the Custodian will be required to review and research all securities received or held, to determine an appropriate market valuation. Securities held in book entry or certificate form that are found to be undervalued and/or non-transferrable shall be deemed worthless and shall be held in the special sub-account at no cost. The Custodian must describe the process/procedure for handling this account. The Custodian may be requested to liquidate/clear such securities from the account at the direction of the Treasury. 9. The volumes for fiscal year 2011 were: Average number of active shares held: 3,000,000 Average market value thereof: $20,720,000 Estimated number of undervalued/non-transferrable issues held: 300 Number of shares to be received: 350,000 Estimated number of lots refunded: 400 Estimated market value of lots transferred to owners: $790,000 Estimated number of shares sold: 91,000 Average market value of shares sold: $3,750,000 The estimated of percentage of transfers to/from the custodian by type: By electronic transfer In physical form Issues received: 82.5% 17.5% Issues transferred to owners: 96.5% 3.5% Issues sold: 100% 0% Item 2. Brokerage Services for the Securities of the Abandoned/Unclaimed Property Program held by Custodian The broker, working in concert with the Custodian, shall: 1. Sell the securities transferred to it by the custodian for the Treasury on behalf of the abandoned/unclaimed property program. The sales shall be made in strict accordance with applicable laws and regulations, including rules of any applicable self-regulatory agencies.
Page 5 2. Transfer to the Treasury the net proceeds of the sales delivered by the broker in the normal course of business, with a full accounting for the sale. Item 3. Custodial Services for the Securities of the Abandoned/Unclaimed Property Program The following general format shall be submitted in chart form in the Cost Proposal Estimated Estimated Annual Annual Purpose of Fee Base Rate Volume Amount Basic fee on valuable assets Transfers-in Physical form Electronic form Transfers-out Physical form Electronic form Issues researched and returned Total Estimated Annual Amount Notes to the format: a. Additional lines for additional fee types may be added. None may be eliminated. No column may be omitted. b. Each prospective custodian shall clearly and concisely describe: *Each fee category used, and *The base used and how the volumes were determined. *Fee categories not included in the format with a positive rate will be assumed to have a zero rate. c. The total of the estimated amount column is the amount that will be used in evaluating the proposal. The volumes and estimated amounts are for evaluation purposes only, and do not restrict in any way the amount of services to be required under the contract or the payment thereof. Item 4. Brokerage Services for the Securities of the Abandoned/Unclaimed Property Program 1. The basic fee for brokerage services must be stated as cents per share for stock and mutual funds or fixed income securities. Other fees shall be clearly and concisely described as follows: *Each fee category used, and *The base used and how the volumes were determined. *Fee categories not included in the format with a positive rate will be assumed to have a zero rate. 2. The total of the estimated amount column is the amount that will be used in evaluating the proposal. The volumes and estimated amounts are for evaluation purposes only, and do not restrict in any way the amount of services to be required under the contract or the payment thereof.
Page 6 3. The following general format shall be submitted in chart form in the Cost Proposal Estimated Estimated Annual Annual Purpose of Fee Base Rate Volume Amount Stock and Mutual Funds Fixed income Other Shares Notes to the Format: Total Estimated Annual Amount a. Additional lines for additional fee types may be added. None may be eliminated. No column may be omitted. b. Each proposal for brokerage services shall clearly and concisely describe: *Each fee category used, and *The base used and how the volumes were determined. *Fee categories not included in the format with a positive rate will be assumed to have a zero rate. c. The total of the estimated amount column is the amount of the proposal for the purposes of evaluating the proposal. The volumes and estimated amounts are for evaluation purposes only, and do not restrict in any way the amount of services to be required under the contract or the payment thereof. 2-2 WORK PRODUCTS REQUIRED Provide in detail any information and/or service from the Treasury that your firm will require in order to perform this work. 2-3 DURATION OF ENGAGEMENT Five-year term. TERMINATION OF AGREEMENT The obligation to continue services under the contract resulting from this RFP may be terminated for cause by either party upon seven (7) days written notice of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminated party. The Treasury shall have the right to terminate the contract or suspend performance thereof without cause for the Treasury s convenience upon fourteen (14) days written notice to the vendor, and the vendor shall terminate or suspend performance of services on a schedule acceptable to the Treasury or at the end of this fourteen (14) day period, at the option of the Treasury. In the event of termination or suspension for the Treasury s convenience, the Treasury shall pay the vendor for all services performed through the date of notice of termination or suspension. These options shall be in addition to any other remedies the State of New Hampshire may have.
Page 7 3-1 PROPOSAL FORMAT Firms shall prepare their response using the following format. The response must declare that that proposal is made without collusion with any other person or entity submitting a proposal pursuant to this RFP and should include but not be limited to the following: A. Request for Proposal Provide in letter format a statement of the Firm s understanding of work and detail the approach, activities and all required information. B. Qualifications and experience of the firm(s)/individual(s) who will provide the services. The submission should include: 1. Designate the individual(s) who will be responsible for performing the work and communicating with Treasury staff. Provide a brief description of their experience, office location, and accessibility including curriculum vitae, relevant college, graduate or professional courses and experience in similar work. 2. Details on the qualifications of the firm, including your firm s experience in providing securities custody services. Include at least two examples of work performed at the office which will have primary responsibility for this engagement. These examples should reflect currently applicable laws, rules, and regulations. 3. Provide the names and contact person(s), including the address and telephone numbers for at least three state agencies for which your firm has provided similar securities custody services. C. Miscellaneous Provide a statement of your firm s financial stability, including information as to current or prior bankruptcy proceedings. Provide a summary of any litigation filed against the firm in the past three years which is related to the services that the firm provides in the regular course of business. The summary shall state the nature of the litigation, a brief description of the case, the outcome or projected outcome, and the monetary amount involved. D. Fee Schedule It is important that the fee structure and amounts being proposed are clearly presented using the Pricing Schedule format presented in Section 2-1, Items 3 and 4. Special or unique circumstances which may trigger a fee not normally charged should also be clearly identified and described in the appropriate portion of the designated Pricing Schedules. Fees applicable to individuals, groups of individuals at similar professional levels (please specify by title) and blended engagement team rates, if any, should be clearly described. Any minimum fees or ceiling caps on fees should be disclosed and any expected increases or changes in the proposed fee structure or amounts throughout the engagement should also be described. Proposed fees and fee structures are to be presented in the Pricing Schedule in a format consistent with RFP Section 2-1, Items 3 and 4. 4-1 OTHER RFP RESPONSE TERMS & CONDITIONS Ethics in Public Contracting - By submitting their proposals, Firms certify that their proposals are made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other Firm, supplier, manufacturer or subcontractor in connection with their proposal, and that they have not conferred on any public employee having official responsibility for this procurement transaction any payment, loan, subscription,
Page 8 advance, deposit of money, services or anything of more than nominal value, present or promised unless consideration of substantially equal or greater value was exchanged. Debarment Status - By submitting their proposals, Firms certify that they are not currently debarred from submitting proposals on contracts by any agency of the State of New Hampshire, nor are they an agent of any person or entity that is currently debarred from submitting proposals on contracts by any agency of the State of New Hampshire. Mandatory Use of State Form, Terms and Conditions - Modification of or additions to any portion of the RFP may be cause for rejection of the proposal; however, the State of New Hampshire reserves the right to decide, on a case by case basis, in its sole discretion, whether to reject such a proposal as nonresponsive. As a precondition to its acceptance, the State of New Hampshire may, in its sole discretion, request that the Firm withdraw or modify nonresponsive portions of a proposal which do not affect quality, quantity, price, or delivery. No modification of or addition to the provisions of the contract shall be effective unless reduced to writing and signed by the parties. Qualification of Firms - The State of New Hampshire may make such reasonable investigations as deemed proper and necessary to determine the ability of the Firm to perform the work/furnish the item(s), and the Firm shall furnish to the State of New Hampshire all such information and data for this purpose as may be requested. The State of New Hampshire reserves the right to inspect the Firm's physical facilities prior to award to satisfy questions regarding the Firm's capabilities. The State of New Hampshire further reserves the right to reject any proposal if the evidence submitted by, or investigations of, such Firm fails to satisfy the State of New Hampshire that such Firm is properly qualified to carry out the obligations of the contract and to complete the work/furnish the item(s) contemplated therein. Assignment of Contract - A contract shall not be assignable by the Firm in whole or in part without the written consent of the State of New Hampshire. Default - In case of failure to deliver goods or services in accordance with the contract terms and conditions, the State of New Hampshire, after due oral or written notice, may procure them from other sources and hold the Firm responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies which the State of New Hampshire may have. Proposal Acceptance Period - This proposal shall be binding upon the Firm for one hundred twenty (150) calendar days following the due date for the submission of proposals. If the proposal is not withdrawn at that time, it remains in effect until an award is made or the solicitation is canceled. Any proposal on which the Firm shortens the acceptance period may be rejected. Right to Reject Proposals and Waive Informalities - The State of New Hampshire reserves the right to reject any or all proposals for any reason. The State of New Hampshire also reserves the right to waive any informality. Incomplete proposals or proposals received after the due date may be the basis for rejection. Personnel Changes: Unless changes in key personnel are made by the Firm at the request of the State of New Hampshire, the State of New Hampshire reserves the right to terminate the engagement upon changes in key personnel which may result from, among other things, merger of the Firm with another or reductions in force by the Firm. Disclosure - Firms must disclose to the State of New Hampshire any relationship(s) which may be a conflict of interest for the Firm serving as financial advisor to the State of Hampshire. No Self Dealing - Any Firm selected to act as debt financial advisor with respect to a particular debt sale by the State of New Hampshire will be prohibited from participating, either directly or indirectly in or with any syndicate underwriting or bidding on such sale.
Page 9 Contract Approval - The contract between the State of New Hampshire and the Firm will not be binding until it has been approved by the Governor and Executive Council pursuant to State of New Hampshire statutes. Contract Negotiations The State of New Hampshire reserves the right to negotiate with the selected Firm over the proposed fees and fee structure presented in the proposal before executing such contract.