REQUEST FOR PROPOSALS to the United Soybean Board From Legal Firms to serve as general legal counsel to the Board INTRODUCTION & PURPOSE United Soybean Board (USB), a 501 (c)1 organization, is currently accepting proposals from qualified legal firms to provide legal representation. The following describes required proposal format, the specific information required for all proposals, and the anticipated timeline for proposal evaluation and firm selection. Counsel works for the Board under the direction of the CEO and provides consultation, advice and opinions to the organization on items of corporate governance, business policy and issues, finance, employment and regulatory items related to the implementation of the Federal Soybean Promotion, Research and Consumer Information Act and Order. Strongly Preferred Experience and Disclosures: Experience with 501 (c) 1 or similar organizations. Experience working with federal agencies, specifically the U.S Department of Agriculture (USDA). Preference will be given to firms with specific experience with the Agricultural Marketing Service (AMS), and USDA s Office of General Counsel (OGC). Experience providing representation relating to Federal agricultural programs, with preference given to firms with experience relating to Federal Research and Promotion Programs (commonly referred to as checkoff programs) as well as Federal and state marketing orders. Competence in intellectual property matters. Competence in representation regarding Federal Freedom of Information Act requests.
Successful review of conflict of interest issues with respect to representation of other organizations associated with or related to Federal checkoffs as well as primary contractors and subcontractors of USB. SCOPE OF WORK General Business Manage intellectual property and/or partnership agreements associated with checkoff investments. Oversee contract templates in accordance with USDA requirements. Review and advise on contract issues prior to signature and submission to USDA. Support USB related entities, as requested such as USB Management Inc., Quailsoy, and Soy Nutrition Institute. USDA/Regulatory Provide updates on USDA and/or legal issues that may impact the operation of checkoffs. Advise and provide support for responses to Freedom of Information Act requests regarding responsiveness, procedures, and disclosures. Advise on other regulatory issues such as FDA health claims, gene editing approvals, etc. Coordinate and serve as liaison between USB and USDA-AMS, FAS and ARS at the request and direction of Chairman and CEO. Provide legal services to USB in a manner that is consistent with USDA s general oversight of USB and USDA OGC s oversight role. Governance Advise the Board and CEO on general legal and business matters and coordinate with key executive staff. Provide in-person legal support for all Board meetings (typically, three board meetings per year). o Review Board items as requested including review of all official minutes. o Draft resolutions, agreements and correspondence, as requested. Support for Executive Committee and the Audit and Evaluation Committee meetings and conference calls throughout the year. o Review Board items as requested including review of all management notes. Communications and Research Research and submit legal opinions, as requested. 2
Develop key communications of the Board related to legal items including resolutions, agreements and correspondence as requested. Employment Law Advise CEO on employment matters, including employee benefit programs. Litigation Assist with litigation, in coordination with, and subject to the oversight of, USDA OGC, as requested by the Chairman or CEO. Note, the Board may choose to hire specialized or other legal services. Program Related Advise the CEO, COO and CFO on program legal matters related to implementation of primary contractor activities such as: sponsorships, collaborative funding investments, production research agreements, etc. PROPOSAL GUIDELINES Proposals to be submitted electronically, preferably as PDF file, to Lisa O'Brien, USB Chief Operating Officer by 6:00 p.m. (CDT) May 10, 2018 at lobrien@unitedsoybean.org. Each proposal must include the following information: Description of Firm This section should provide an overview and history of your firm, and its practice related to Federal checkoff and/or Marketing Orders, as well as the type of legal services for which your firm has expertise including any firm specialty areas. Experience advising nonprofit organizations, specifically 501(c)1, and 501(c)6 entities. Also note if firm has Equal Opportunity/Affirmative Action Policy. The firm (s) recommend to the board will be asked to demonstrate that other clients are not direct market competitors to the soybean industry and its products and that other clients are not in direct opposition to checkoffs or large-scale agriculture production. Description of Experience Indicate the areas of expertise of the firm and how the firm s expertise will enable the Board to benefit from that expertise. Include specific examples of similar work with checkoff or marketing orders. Please include a project and/or client description, your level of involvement and the degree to which client's goals were achieved. Describe current working relationships with USDA. 3
Team Please provide the names and short biographies of staff who would be working with the Board. Specifically discuss the individual(s) experience in providing legal and advisory services to an organization and program similar in size and scope as specified in this RfP. Please indicate who the primary contact will be and who will be responsible for the day to day work. Fee Schedule Describe in detail all fees to be charged, including hourly rates for each level of service. Describe in detail any other expenses to be separately billed this includes all travel expenses in accordance with USDA guidelines and USB policy. Also, identify billing increments (i.e. 1/10 hour, ¼ hour etc.) Describe how you might adjust your fees for subsequent years of the contract. References References from three clients for whom similar work has been performed, including the following information for each client: -- Name of the company/organization. -- Name, phone number and email address of contact person. -- Length of client relationship (months/years). -- Nature of work performed. EVALUATION AND SELECTION PROCESS Proposals will be reviewed and evaluated by the Executive Committee or its designee. Upon completion of the evaluation process, the Board may choose to request in-person interviews or enter negotiations with the attorneys or firms who are deemed to be most qualified. The Board reserves the right to simultaneously negotiate with more than one firm or attorney and to ask for more information or more formal proposals from one or more. Prior to or in conjunction with these negotiations, the Board will provide a draft contract for review. Timeline The following is a timetable for our evaluation and selection process. While we will adhere to this timetable as much as possible, adjustments may be necessary as circumstances evolve. 4
April: Request for Proposal (RFP) Release May: RFP Deadline for submission - 6:00 p.m. (CDT) May 10, 2018 Executive Committee Proposal Review June: Interviews/Presentations July: Recommendation to the Board August: Contract/Agreement Negotiations September: USDA Approval as required October 1, 2018: Contract Effective Date Selection process USB s Executive Committee or its designee will review all qualified proposals that meet all requirements set forth in the RfP the week of June 18, 2018. They will recommend firms to the Board, which will make the final determination regarding USB s legal counsel. Price is not sole determinant in selection process. Either the Executive Committee or the Board may determine to interview firms prior to the final selection. Please note USB will not reimburse for proposal development and may not reimburse for travel expenses for the interview process. This RFP provides the background for proposal submission. Additional information can be found on USB s website unitedsoybean.org and or the USDA/AMS website. Contact for Proposals is Emily Altheuser at ealtheuser@unitedsoybean.org. All firms that plan to submit a proposal are asked to complete the application for information related to this RFP. This will allow USB to consolidate all questions received and share consistent information with all interested parties. Acceptance of Proposals USB reserves the right to accept or reject any and all proposals, or any item or part thereof, or to waive any informalities or irregularities in proposals. USB reserves the right to withdraw this RFP at any time without prior notice, and USB makes no representations that any contract will be awarded to any Proposer responding to this RFP. USB reserves the right to postpone proposal openings for its own convenience. USB reserves the right to require confirmation of information furnished by Proposer or for the Proposer to provide additional evidence of qualifications to 5
perform the work or to obtain information from any source that has the potential to improve the understanding and evaluation of the proposals. Proposals received by USB may be shared with the full Board and USDA as requested. Disclosures Please note that the firm awarded the contract must be aware of the following items which may be included in the engagement letter. 1. USDA OGC stipulates that outside counsel hired by the board is supplemental to OGC and legal agreements may require approval by USDA. All work done by any counsel to the Board may be subject to USDA approval. 2. Engagement letter requires approval by the Secretary of Agriculture prior to implementation. ORGANIZATIONAL BACKGROUND UNITED SOYBEAN BOARD The United Soybean Board, created by the 1990 Farm Bill to manage and direct the National Soybean Checkoff, is dedicated to marketing and research for the U.S. soybean industry. USB is comprised of 73 volunteer soybean farmers representing the interests of fellow growers nationwide. Each board member is nominated by a Qualified State Soybean Board (QSSB) and appointed by the United States Secretary of Agriculture. For additional information, you can access USB s website at www.unitedsoybean.org. Oversight of USB is provided by the Secretary of Agriculture through the United States Department of Agriculture (USDA), Agricultural Marketing Service (AMS). The authority for the checkoff is the Congressional Act, Soybean Promotion, Research, and Consumer Information Act (Act). The criterion by which USDA administers USB is outlined in the Soybean Promotion, Research Order & Rules and Regulations (Order). Both documents can be accessed through the USB website through the provided links. The Act and Order contain certain constraints under which the soy checkoff program must operate, specifically restricting the use of checkoff funds for lobbying the United States government. 6
Because of the limitations on administrative and salary costs established in the Act, USB outsources the majority of its program management responsibilities to USB s three primary contractors: 1. SmithBucklin-St. Louis for domestic marketing, new uses, production research and Board initiative activities; 2. Osborn & Barr Communications for communications/public relations activities and; 3. United States Soybean Export Council (USSEC) for international marketing and global opportunities activities. Fiscal Year: October 1 through September 30 Income Tax: USB is exempt from income taxes pursuant to the Department of Treasury, Internal Revenue Service, and classified as a 501.c.1 tax exempt organization. Revenue Sources: USB s revenue source is checkoff funds which are collections based upon the Act and Order. USB has the oversight responsibility over the entire soybean checkoff program. Organizational Responsibilities: Volunteer farmers from across the United States oversee USB through the Board of Directors and a supporting committee structure. Paid staff consists of two persons (the Chief Executive Office and the Chief Operating Officer). All other staff members are outsourced. All primary organizational and project/program decisions are made through the board and committee structure. A&E has responsibility to the Board of Directors of the United Soybean Board. A&E s primary function is to ensure that soybean farmers checkoff funds are being spent for the intended purpose and to determine if they have received a reasonable return on investments made by USB. 7
Application for Information related to United Soybean Board s Request for Proposal for General Legal Counsel (completed forms are to be submitted to Emily Altheuser at ealtheuser@unitedsoybean.org by 6:00pm (CDT) May 1, 2018) Firm Name: Contact Name: Email: (requested information will be sent to this email) Phone: Information being requested: 8