[Insert Company Name]
[Company name]
Response to
Commonwealth of Massachusetts
Request for Response TRE-DBT-RFR 2015 – 1
for SBPAs and Credit Agreements RFR
Submitted on [date of submittal]
Proposal Due Date: February 25, 2015 at 2:00 PM EDT
Page 1
[Insert Company Name]
Response Checklist
Response Item
Response
Template
Page Number
Cover Letter Instructions
4
Legal and Other Requirements
5-6
Questionnaire
7 -8
Mandatory Forms and Supporting Material
9
Massachusetts Substitute W-9 Form
10
Contractor Authorized Signatory Listing
11
Business References
12 -13
Tax Compliance Certification
14 -15
Treasury Supplier Diversity Program
16
Invest in Massachusetts Plan
16
Certificate of Non-Collusion
17
Fidelity Bond or Certificate of Liability Insurance
17
Electronic Funds Transfer (EFT)
18
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[Insert Company Name]
General Instructions – MUST BE FOLLOWED
Instructions:
This is the Response Template for bidders interested in providing bank liquidity, for bonds via
Standby Bond Purchase Agreement or for commercial paper via credit agreement. Please
indicate which agreement(s) you are proposing to provide in your cover letter.
The following pages are the exact form and format that all responses are to follow and use. For
each form or document there is a brief “Instructions” section that precedes the form or
document giving bidders as much information as possible explaining how to fill in the form.
Please follow these instructions exactly.
Do not change the order of the forms or documents when providing a response. If you must
separate your response into different files due to size or logistical constraints, please provide the
files in a manner that retains the sequence defined herein and name the files [Bidder Name]
Response to TRE Debt Management –2015-1 SBPAs and Credit Agreements RFR File X of Y
where “X” is the sequence of the files and “Y” is the total number of separate files.
Please make sure that all signatures on all forms are listed in the table at the top of the form
called “Contractor Authorized Signatory Listing”. There should be no signature on any form
that is not listed in that table. Also, please make sure you fill in all required lines, boxes, etc. on
each form as the instructions dictate.
Do not put any cost related information in the response. Do not delete any forms, do not remove
any forms. All forms are REQUIRED even if in some cases you are simply signing the form or
you feel the form does not apply to your firm. There is no form or submission that is considered
optional. If you need to separate the forms in order to get them signed and scanned either put
them in the file (PDF) in the same order or add them as a separate file as indicated above as
TRE Debt Management –2015-1 SBPAs and Credit Agreements.
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[Insert Company Name]
Cover Letter Instructions
Instructions: the Cover Letter and Executive Summary (signed). The Response must include a
cover letter, limited to two pages, which must be signed by at least one individual who is
authorized to bind the firm contractually and must include:
a.
The firm name
b.
The firm address
c.
The firm telephone/fax number/email address
d.
The client contact (do not list multiple names for the “Primary Point of Contact”)
e.
The title or position which the signer of the cover letter holds in the firm
f.
An indication of which service(s) the firm proposes to provide (SBPA, credit agreement)
and whether the firm has a total capacity limitation
g.
An executive summary of the contents of the Response
h.
A statement to the effect that the Proposal is a firm and irrevocable offer that will be
valid until 30 days from the Contract Award Date, and if the Bidder is awarded
hereunder, until the effective date of the applicable agreement.
i.
Signature
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[Insert Company Name]
Legal and Other Requirements
Instructions: Confirm by checking each legal and other requirement. Where an item cannot be
checked as 100% compliant, provide an explanation or clarification of why the item could not be
checked or where there are stipulations on the verification of the requirement as stated. Make
sure that each and every item is checked and all requested information is provided.
 Compliance with RFR Requirements. Our firm agrees to meet every specification,
requirement, or condition set forth in the RFR.
 Licenses and Registrations. Our firm meets all applicable state and federal
requirements, and has all the licenses and registrations necessary to perform the contract.
 Pending Litigation (None): There are no pertinent judgments, criminal convictions,
investigations or litigation pending against our firm or any of its officers, directors,
employees, agents or subcontractors that our firm is aware of. The Commonwealth
reserves the right to reject a response based on this information. If separate responses are
required for different divisions or subsidiaries of the Bidder, the Bidder must submit a
separate response for each division or subsidiary.
 Pending Litigation (Yes): Our firm is aware of the following pertinent judgments,
criminal convictions, investigations and/or litigations pending against our firm and/or any
of our officers, directors, employees, agents or subcontractors.
[List and detail any pending litigation here.]
The Commonwealth reserves the right to reject a response based on this information. If separate
responses are required for different divisions or subsidiaries of the Bidder, the Bidder must
submit a separate response for each division or subsidiary.
 Conflict of Interest. No relationship exists between our firm and the State Treasurer’s
office or The Commonwealth of Massachusetts that interferes with fair competition or is
a conflict of interest, and no relationship exists between our firm and another person or
organization that constitutes a conflict of interest with respect to a state contract.
The Commonwealth may waive this provision, in writing, if these activities of the Bidder will
not be adverse to the interests of the Commonwealth. No official or employee of the
Commonwealth who exercises any function or responsibility in the review or approval of the
undertaking or carrying out of this project shall, prior to the completion of the project,
voluntarily acquire any personal interest, either directly or indirectly, in this contract or proposed
contract.
 Our firm presently has no interest and shall not acquire any interest, either directly or
indirectly, which will conflict in any manner or degree with the performance of its
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[Insert Company Name]
services hereunder. The Bidder shall also provide assurances that no person having any
such known interests shall be employed during the performance of this contract
 Cease and Desist: If selected for any services solicited through this RFR, our firm
agrees to immediately notify the Commonwealth of any cease and desist order issued.
Page 6
[Insert Company Name]
Questionnaire
Instructions: Please respond to the applicable questions in the space following the question.
1. Bank Information: Provide general information on your financial institution, including
name, address, e-mail address, phone number, and fax number of the contact person who
is authorized to answer questions and negotiate final terms and conditions on behalf of
the financial institution.
2. Staffing. Please identify the personnel involved in the development of a new SBPA or
credit agreement for CP including negotiation of terms, credit approval, etc. Please
provide a brief description of each person’s role and responsibilities.
3. Liquidity Capacity: Identify the amount of liquidity that your financial institution can
provide in support of the 2000 A Bonds, 2000 B Bonds, and/or $200,000,000 of CP.
Please note that the Commonwealth will only consider proposals to provide liquidity for
entire series and, in the case of the CP, for the entire $200,000,000.
4. Credit Approval: The Commonwealth would prefer that respondents obtain credit
approval for this transaction prior to the submission of a proposal. Final credit approval
must be completed promptly to allow for the execution of final documents and the
substitution of liquidity facilities no later than March 11, 2015. Please indicate whether
such approval has been obtained and if not, please indicate the timing of credit approval.
5. Bank’s Ratings: Please provide your financial institution’s long-term and short-term
ratings, including outlooks, from Fitch, Moody’s and Standard & Poor’s for each of the
last two years. Please comment on any relevant events that may cause or recently have
caused any of the rating agencies to place their ratings under review or to change such
ratings. Please be concise and specific; do not attach the rating reports from the rating
agencies. Please also comment on any future developments relating to anticipated rating
changes of which the bank has been made aware.
6. Experience: Please describe your institution’s SBPA book and CP credit facility book
and how it has changed over the past two years. Please provide the firm’s market share,
as a percentage of all SBPAs outstanding and all CP credit facilities as of January 1,
2015.
7. References: Please provide references relating to three transactions closed within the past
two years for which your financial institution has provided liquidity in the form of a
standby bond purchase agreement for entities similar to the Commonwealth. By similar,
please consider the size of the liquidity facility provided, the size of the issuer, the credit
quality, the security for the bonds, and other factors. Please include issuer name, issuer
contact and issuer phone number.
8. Legal Counsel: Indicate the law firm and primary lawyer that will represent the bank in
this transaction. Please provide the name, address, phone number and e-mail of each such
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[Insert Company Name]
contact person. The Commonwealth reserves the right to request the bank to select
another law firm.
9. Information Relating to the Bank: Please provide a copy of the financial institution’s
most recent audited financial statements or a link to an electronic and downloadable
version of such statements. The Commonwealth expects to receive appropriate
information relating to the institution for inclusion in its Official Statement relating to the
Bonds.
10. Governing Law and Venue: The Commonwealth prefers that the laws of the
Commonwealth govern the agreement, but is willing to consider the State of New York,
provided that the obligations of the Commonwealth shall be governed by laws of the
Commonwealth. To the extent permitted by law, the Commonwealth only agrees to be
sued with respect to any agreement awarded hereunder in New York or Massachusetts.
Please indicate your willingness to accept this provision.
11. Form of Documentation: The Commonwealth’s form Standby Bond Purchase Agreement
and credit agreement are attached to this RFR as Appendix A and Appendix B,
respectively. The Commonwealth strongly desires to enter into agreements on the terms
contained in such forms. The Commonwealth reserves the right to negotiate alternate
terms that it views as equally or more favorable to the Commonwealth, but will not
engage in these discussions until Phase Three Review. Those Bidders selected for Phase
Three Review will be asked to indicate a willingness to accept the terms contained in the
Commonwealth’s form agreement(s).
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[Insert Company Name]
MANDATORY FORMS AND SUPPORTING MATERIAL
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[Insert Company Name]
Massachusetts Substitute W-9 Form
Instructions: Click on the link below to open a copy of the W-9 form. Follow the instructions
and paste the filled in form on this page or provide as an attachment. Filling in the form and
signing is required. You do not need to provide a copy of the 2nd page instructions.
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[Insert Company Name]
Contractor Authorized Signatory Listing
Instructions: Please note, this form typically accounts for 80% of the cures necessary during
procurements due to bidders not following the instructions. Please read all instructions
carefully at the bottom of this page is a link to the proper Contractor Authorized Signatory
Form. Follow the instructions below and paste the filled in form on this page or provide as an
attachment. Filling in the form and signing is required. It is essential that the person signing
the cover letter and all forms is listed on this form as a signature legally authorized to bind the
firm. Please fill in your firm’s name at the top of the page where it says Contractor Legal Name.
The person or people signing any of the
proposal documents must be listed here.
This signature must be one of these
corporate officers and Bidder must
supply notarized corporate
documents showing that the
signatory has the right to delegate
binding corporate authority.
casl-form.pdf
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[Insert Company Name]
BUSINESS REFERENCES
Instructions: Fill in the form below with the information for three business references for which you have
provided similar or related services as defined in this RFR:
Reference #1 Organization Name: ________________________________________________________
Contact Name and Title: ________________________________________________________________
Address: _____________________________________________________________________________
Phone: # (
)
Email Address:________________________________________________________________________
Description and date(s) of commodities and services provided: _________________________________
___________________________________________________________________________________
___________________________________________________________________________________
___________________________________________________________________________________
Reference #2 Organization Name: ________________________________________________________
Contact Name and Title: ________________________________________________________________
Address: _____________________________________________________________________________
Phone: # (
)
Email Address:________________________________________________________________________
Description and date(s) of commodities and services provided: _________________________________
___________________________________________________________________________________
___________________________________________________________________________________
___________________________________________________________________________________
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[Insert Company Name]
Reference #3 Organization Name: ________________________________________________________
Contact Name and Title: ________________________________________________________________
Address: _____________________________________________________________________________
Phone: # (
)
Email Address:________________________________________________________________________
Description and date(s) of commodities and services provided: _________________________________
___________________________________________________________________________________
___________________________________________________________________________________
___________________________________________________________________________________
References will be contacted to confirm the Bidder’s abilities and qualifications as stated in the Bidder’s
response at an appropriate time in the procurement cycle (e.g., references will not be contacted prematurely or unnecessarily). The department may deem the Bidder’s response unresponsive if a
reference is not obtainable from a listed reference after reasonable attempts.
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[Insert Company Name]
Tax Compliance Certification
Instructions: The Bidder must demonstrate that it is in compliance with all Federal and Commonwealth tax
laws (regardless of corporate locations) including M.G.L. Chapter 62C, Section 49A. The Bidder must
submit an original or photocopy of a Certificate of Tax Compliance in Good Standing, which has been issued
by the Commonwealth of Massachusetts Department of Revenue (DOR) within the past year. This Certificate
may be obtained by submitting a request to:
Taxpayer Services Division, Certificate Unit
Department of Revenue
PO Box 7066
Boston, Massachusetts 02204
(617) 887-6550
The application must list the tax types for which the business is liable, including such items as meals, room
occupancy, sales, use, withholding, corporate income and others as applicable. The issuance of the
certificate normally takes several weeks and, as such, Bidders should indicate that their request for a
certificate is sought in connection with a Commonwealth solicitation (with a deadline). If the Bidder does not
submit the requested tax certificate with the proposal, the Bidder must submit documentation evidencing that
the appropriate application has been filed. Evidence includes: facsimile transmittal, mailing receipt, receiptstamped application, etc. The Certificate must be issued and provided to the Treasury prior to the final
execution of the Standard Contract Form.
Simplified Instructions/Clarifications:
 A proper response to this requirement entails one of the following two submission requirements:
 If your firm DOES NOT HAVE A CURRENT (within the past year) Massachusetts
Compliance Certificate:


If requested via FAX You must provide 2 things:

A copy of the filled in request form that was sent to MA DOR. If this
method is used, you simply need to print a copy of the request
confirmation and insert an image or hardcopy in this response template.

A copy of the transmission request. Make sure you retain a copy of the
fax transmittal confirmation receipt and provide an image or Photocopy
of the proof of transmittal along with a copy of the original form faxed.
If you requested via the MA DOR Website at
https://wfb.dor.state.ma.us/webfile/certificate/Public/Webforms/Welcome.aspx
you only need to provide a screenshot or copy of the request confirmation
showing the request number
 If your firm DOES HAVE A CURRENT (within the past year) Massachusetts
Compliance Certificate which is has a date of certificate no more than one year from your
submission date of this proposal, then provide a copy of the certificate.
 Do not provide a copy of the Secretary of State form from Massachusetts or your state of
incorporation certifying that you are a registered corporation in your state or in Massachusetts.
The form required is a Tax Compliance form that can only come from the Commonwealth of
Massachusetts’ Department of Revenue. Even if you are not a registered tax-paying corporation
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[Insert Company Name]
in Massachusetts, the Massachusetts DOR will still supply a Tax Compliance certificate upon
request.
Clicking on the link below is the PDF form to be sent to the Massachusetts DOR:
Page 15
[Insert Company Name]
Treasury Supplier Diversity Program
Instructions: Firms are required to fill in and submit this form even if they choose not to
participate in the program. If a firm does not wish to participate they should fill in Part I of the
form only and sign the form. Firms are welcome to cross out the other Parts of the form to make
it clear that they are not participating. Firms are not obligated to participate in this program.
However, as much as 5% of the scoring points are allocated to a high quality TSDP.
A link for the TSDP response form is located below. Provide this form (page 1 only) along with
your response in this section. Bidder’s Supplier Diversity Program Plan must include a copy of
the TSDP certification of each Minority and Women Business Enterprise (M/WBE) company
listed for consideration. A certified Bidder may not list itself as being a Supplier Diversity
Program Partner to its own company. This form is NOT the same as the SDO certification of the
Bidder’s company.
TSDP Form.doc
Invest in Massachusetts Plan
Instructions: Firms are required to fill in and submit this form even if they choose not to
participate in the program. If a firm does not wish to participate they should fill in Part I
completely and in Part II check the “no” box. Firms are welcome to cross out the other parts of
the form to make it clear that they are not participating.
Firms are not obligated to participate in this program. However, as much as 5% of the scoring
points are allocated to a high quality Invest in Massachusetts plan. A link for the Invest in MA
response form is located below. Provide the form (not the instructions also included in a link
below) along with your response in this section.
Invest_in_MA_Instru
ctions.doc
Invest_in_MA_Data_
Form.doc
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[Insert Company Name]
Certificate of Non-Collusion
Instructions: This form must be filled in fully and provided. A link to the Certificate of NonCollusion response form is located below. Insert a signed version of this form here (either as a
pasted image or as a hardcopy).
Fidelity Bond or Certificate of Liability Insurance
Instructions: Bidders are required to provide a copy or proof of any fidelity bond or liability
insurance policy extending to any or all employees who perform work under the contract.
[Insert image of proof or copy here.]
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[Insert Company Name]
Electronic Funds Transfer
Instructions: Fill in the attached form and insert the filled in version of the form on this page of
your response or use the on-line sign-up service at
https://massfinance.state.ma.us/VendorWeb/vendor.asp
Blank EFT Form.pdf
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