A Challenge to an Agency’s Decision to Reject All Bids Is a Tall Task.

An agency’s decision to reject all bids and re-solicit as part of the procurement process can be extremely disappointing to the contractor that submitted the low bid or top ranked proposal. The contractor has to decide whether to devote additional time and money to submit a new bid in response to the subsequent solicitation, with no guarantee that it will be selected for award. With its initial bid on the street, the contractor faces the unfortunate prospect of bidding against itself, i.e., an “auction scenario.”

In Maryland, it is not uncommon for agencies to reject all bids. Agencies make the decision for a variety of reasons, such as a legitimate protest from another bidder, a change in economic conditions, or a mistake made by the agency in the procurement process. Unfortunately for the contractor, the standard for reviewing a rejection of all bids is extremely deferential to the State. And there is no provision in the law that allows for the reimbursement of proposal preparation expenses, even when the cancellation of the solicitation stems solely from mistakes made by the State.

In a recent decision, the Maryland State Board of Contract Appeals provided addition guidance on the legal standard for the review of an agency’s decision to reject of all bids. See STG International, Inc., MSBCA 2755 (2011). Below is a summary of the “rejection of all bids” standard as articulated in STG International. The Board’s articulation builds on Board precedent and reflects the great deference paid to State agencies under Maryland procurement law. A full copy of the Board’s decision can be accessed at its website at http://www.msbca.state.md.us/2011.html.

 Summary of Legal Standard for Review of Rejection of all Bids

After bid opening or proposals are submitted, an agency may cancel the solicitation if it determines that it is “fiscally advantageous or otherwise in the best interests of the State.” MD. CODE ANN., State Fin. & Proc, § 13-206(b); COMAR 21.06.02.02C(1). Under this standard, the State retains broad discretion to decide whether to cancel a solicitation. The agency’s decision to reject all bids shall be assessed as of the date the decision is made. The Board of Contract Appeals will not disturb the agency’s decision absent a finding that the decision was not in the best interest of the State to such an extent that it was fraudulent or so arbitrary as to constitute a breach of trust.

As part of the analysis, the Board of Contract Appeals will consider evidence of the likelihood that the Board of Public Works will approve the contract. Indeed, the Board of Contract Appeals does not have the authority to order the Board of Public Works to approve the award of a contract.

According to the Board of Contract Appeals, cancellation of a solicitation is highly disfavored practice because it wastes the time and money of the contractors and has the potential to discourage future competition. In theory, there may be factual scenarios where prejudice to bidders and harm to the competitive process outweighs the agency’s interest in re-solicitation. Thus far, however, such a scenario has not played out before the Board of Contract Appeals.

Zimmer Decision

[Please note that  following the decision of the Court of Special Appeals in Zimmer, COMAR 21.11.03.14 was repealed.  As a result, MBE-related bid protest appeals may be filed.]

In a reported decision dated May 27, 2011, the Maryland Court of Special Appeals issued a significant decision regarding a contractor’s right to file a bid protest related to the Minority Business Enterprise (“MBE”) program.  Salisbury University v. Zimmer, No. 462, Sept. Term 2010. 

Since 2004, the Maryland State Board of Contract Appeals (“Board”) has dismissed MBE-related bid protest appeals for lack of jurisdiction under COMAR 21.11.03.14, a regulation that prohibits protests concerning acts or omissions related to the MBE program.  See Knott Constr. Co., 6 MSBCA ¶ 555 (2004); Snake River Land Co., Inc., MSBCA 2539, __ MSBCA ¶__ (Sept. 12, 2006); Waynesboro Constr. Co., Inc., 2600 & 2605, __ MSBCA ¶ __ (Nov.7, 2008).  The Board’s refusal to hear MBE related bid protest appeals led to confusion.  It raised questions over the finality of agency decisions, and the appropriate legal mechanism to challenge MBE-related determinations.  Contractors began to file protest-like lawsuits in circuit courts throughout the state.  To the frustration of state agencies, this contributed to blatant forum shopping.    

In Zimmer, the University appealed a circuit court’s decision that reversed a Board determination that it lacked jurisdiction to hear an MBE related bid protest appeal.  The Court of Special Appeals addressed whether COMAR 21.11.03.14 is invalid because it conflicts with Maryland Code (2009 Repl. Vol.), §§ 15-215 and 15-217 of the State Finance & Procurement Article.

The Court of Special Appeals answered in the affirmative.  It held that COMAR 21.11.03.14 violates the plain language of §§ 15-215 and 15-217, and is therefore invalid.  The Court determined §§ 15-215 and 15-217 “grant contractors aggrieved by agency MBE decisions the right to submit bid protests; the regulation prohibits them from doing so.  The statutory provisions trump the regulation.”

If this decision stands, Contractors will have a clear path to protest an agency’s MBE-related decision.  If the protest is denied by the agency, the Contractor may appeal to the Board of Contract Appeals,  a more familiar and predictable forum.

Debriefing

You are not happy.  You put a lot of money and countless hours into responding to the Request for Proposals only to have your proposal rejected.  The rejection can be tough to swallow.  Few view the rejection as a potential “lessons learned” opportunity.  But it can be.  Odds are this will not be the last time you compete for a government contract.  So it is critical that you conduct a productive evaluation of what went wrong, and how to improve.  

A debriefing should be part of this evaluation process.  A debriefing provides the opportunity to meet directly with the agency’s procurement representative(s) to learn how your proposal was evaluated.  It can also provide information regarding a potential protest.

Under Maryland procurement law, “[w]hen a contract is to be awarded on some basis other than price alone, unsuccessful offerors may submit a written request for a debriefing to the procurement officer within a reasonable time.”  COMAR 21.05.03.06.  The debriefing is to be held at the earliest feasible time after the procurement officer receives a request for a debriefing and before the contract is awarded. The debriefing is to be conducted by a procurement official familiar with the rationale for the selection decision.  The debriefing provides the contractor with information concerning how the proposal was evaluated, and in particular, areas in which the unsuccessful offeror’s technical proposal was deemed weak or deficient. There are limits to the scope of a debriefing.  The debriefing may not include discussion or dissemination of the thoughts, notes, or rankings of individual members of an evaluation committee.   The debriefing is limited to discussion of the unsuccessful offeror’s proposal and may not include specific discussion of a competing offeror’s proposal (including the selected awardee).

At the debriefing, the contractor should strive to learn as much as possible regarding why the procurement agency downgraded its proposal.  It should also assess whether the agency evaluated proposals in a manner consistent with the terms of the solicitation. 

Whether to bring an attorney to the debriefing is an interesting question.  There are different schools of thought on this issue.  Bringing a lawyer to a debriefing can put the agency on the defensive.  It can potentially limit the flow of information, and thereby make the debriefing less informative.  However, an attorney knowledgeable in Maryland Procurement law can detect potential grounds for protest, and the mere presence of an attorney sometimes encourages the agency to further scrutinize the manner in which it evaluated proposals.    Ultimately, the decision whether to bring an attorney is a judgment call that should be based on the individual circumstances of the procurement.

New Law Eliminates Minority Business Enterprise Subgoals

[Please note: The MBE Subgoal Directive and Guidelines can accessed at GOMA's website (www.mdminoritybusiness.com)]

HB 456 (cross filed with SB 120) passed in both the House of Delegates and State Senate, and was signed by the Governor O’Malley on May 10, 2011.  This legislation, which will become effective July 1, 2011, repeals the “requirement” that state agencies structure their procurements to seek to award 7 percent and 10 percent of a unit’s total dollar value of contracts to African American-owned and women-owned businesses respectively. The law maintains the existing public policy of the State of Maryland that agencies make a concerted effort to achieve an overall MBE goal of 25 percent. The new law also requires the Governor’s Office of Minority Affairs (“GOMA”) to establish guidelines for agencies to consider in determining whether to establish possible sub-goals.

Voluntary Dismissal of Legal Challenge to Maryland MBE Law

Maryland faced a legal challenge to the constitutionality of its Minority Business Enterprise (“MBE”) program. The case of Kline v. Swaim-Staley, case number 1:08-cv-03197-ELH, was before the United States District Court for the District of Maryland.  In Kline, the contractor submitted the low bid on a multi-million dollar construction project with the State Highway Administration, a unit of the Maryland Department of Transportation (MDOT).  Kline’s bid was lower by over a million dollars, but Kline only promised 10.8% MBE participation, which was far short of the 30% MBE goal provided in the solicitation.  The State denied the waiver request.   Kline filed a lawsuit that challenged the constitutionality of Maryland’s MBE law. The Kline case had the potential to impact future State of Maryland procurements.   However, in mid-April, Kline and MDOT  filed a stipulation of dismissal.   The dismissal ends this litigation.         

The Kline case had been closely followed, particularly in light of the recent Fourth Circuit Court of Appeals decision that partially overturned North Carolina’s minority/female contracting statute.  H.B. Rowe Co., Inc. v. Tippett, 4th Circuit No. 09-1050 (July 22, 2010).  The Fourth Circuit applied the  strict scrutiny standard and affirmed the constitutionality of the statutory provisions for African American and Native American subcontractors.  In other words, the Court held that the statutory preferences for African American and Native American contractors are legal because they are narrowly tailored to achieve a compelling government interest.  However, the Court  held that the State had failed to justify its application of the statutory scheme to women, Asian American, and Hispanic American subcontractors.

About the Board of Public Works

The Board of Public Works  is composed of the Governor, Comptroller, and State Treasurer.  Certain contracts must be approved by the Board of Public Works before they are executed and work can commence.  The Board of Public Works also adopts regulations and advisories that help shape Maryland Procurement law.  The Board wields great power over Maryland procurement. 

The Board of Public Works has delegated some of its contract approval authority to State of Maryland Procurement agencies.  See COMAR 21.02.01.04.

Beware!  Contractors should not underestimate the authority of the Board of Public Works.   For many state procurements, Board of Public Works approval is a prerequisite to award.   There have been contracts that have been derailed solely because of the failure to achieve Board of Public Works approval.

Contract Claims

What is a contract claim?

A contract claim involves a dispute between a contractor and a state agency arising out of government contract.  Claims relate to the breach, performance, modification, or termination of a procurement contract.  Contract claims can involve the quality of performance, compliance with contract provisions, compensation, claims and change orders, terminations, or other matters arising out of the contract.

Who can bring a contract claim?

Contract claims may be initiated by both contractors and state agencies.     

What steps must a contractor follow to bring a claim?

In the event that the agency and contractor are unable to resolve their dispute, the contractor must file a Notice of Claim with the procurement officer.  The next step is to file the actual Contract Claim with the procurement officer.  If the contractor wishes to challenge the procurement officer’s decision regarding the Contract Claim, the contractor may file a Notice of Appeal with the Maryland State Board of Contract Appeals.  The Procurement Law provides deadlines for filing of the Notice of Claim, the Contract Claim itself, and the Notice of Appeal.  These deadlines vary depending on the nature of the contract.  For example, construction contracts are subject to different time requirements.  Contractors should comply with these deadlines.

Is discovery permitted in appeals of contract claims?

Yes.  Formal discovery, including depositions, interrogatories, and admissions, are permitted.  See COMAR 21.10.06.14 and 21.10.06.15.  Contracts claims, particularly those involving construction cases, are fact intensive.  They often involve expert testimony and many documents.  So unlike bid protests, there tends to be much more discovery.

Bid Protests

What is a bid protest?

A bid protest is a complaint related to the formation of a procurement contract.  Bid protests can involve the preparation and interpretation of bid specifications, the qualifications and selection of successful bidders or offerors, and matters relating to the procurement process.   

Who can file a Protest?

An “interested party” may file a protest.  The procurement regulations define an “interested party” as “an actual or prospective bidder, offeror, or contractor that may be aggrieved by the solicitation or award of a contract, or by a protest.”

Must a protest be in writing?

Yes.  See COMAR 21.10.02.02

 May a protest be filed electronically?

A protest may be filed by electronic means only if expressly permitted and in the manner specified by the solicitation. COMAR 21.10.02.02(C).  Contractors should read the solicitation very carefully before filing an electronic protest.    

When must a Protest be filed?

It depends on the type of protest.  If the protest is based on an alleged “impropriety” in the solicitation that is apparent before bid opening or the closing date for receipt of proposals, then the protest must be filed before bid opening or the closing date for receipt of initial proposals.  All other types of protest shall be filed not later than 7 days after the basis for protest is known or should have been known, whichever is earlier.

The MSBCA strictly enforces these restrictions.  A failure to file a timely protest can be a fatal blow to a contractor.  The Assistant Attorneys General who represent state agencies in bid protests are smart and understand the procurement law.  When a bid protest appeals land on their desks, one the first things they look at it is whether the protest and subsequent appeal were filed in a timely manner.    

Can the Board of Contract Appeals order the State of Maryland to award a contract to a particular contractor?

No.  The Board of Contract Appeals does not have the authority to award a contract to a particular vendor.  The Board may sustain or deny the bid protest appeal. 

What happens if the Board Sustains the Protest?

It depends.  Sometimes the Agency will take steps to award the contract to a particular vendor.  Sometimes it will elect to re-solicit, or take some other step.

Maryland State Board of Contract Appeals

Below are responses to some frequently asked questions about the Maryland State Board of Contract Appeals:

What is the Maryland State Board of Contract Appeals (MSBCA)?

The Board is an executive branch agency of the State of Maryland that has jurisdiction over most appeals involving bid protests and contract disputes between the State and contractors doing business with the State. The Board consists of three members appointed by the Governor to five year terms.  While legislative experience is not a requirement, all of the current Board members happen to be former state legislators.  The Board members serve a similar role to Administrative Law Judges.

Where does the Board of Contract Appeals conduct its hearings?

The Board of Contract Appeals is located at the William Donald Schaefer Tower, 6 St. Paul Street, Suite 601 Baltimore, Maryland 21202.  The hearings take place at that location. 

Are Board of Contract Appeals decisions subject to judicial review?

Yes, like other final administrative agency decisions, final decisions of the Board of Contract Appeals are subject to judicial review by the Circuit Court.  Board decisions are reviewed on the record.  That means there is no opportunity at the Circuit Court to present new evidence. 

Do I need a lawyer to appear before the Board of Contract Appeals?

Under COMAR 21.10.05.03, corporations, partnerships, and joint ventures are required to be represented by an attorney.  Individuals may represent themselves before the Board.  In most cases, however, appearing pro se would be ill advised.      

Are Board of Contract Appeals decisions used a precedent?

Yes. Final decisions of the Board are used as precedent by State agencies and the contracting community.

Are all of the Board’s decisions posted on the Board’s website?

Most final decisions of the Board issued after 1996 are posted on the website.  Published opinions of the Board are also available at the Board’s office.

The Board will sometimes issue bench decisions on dispositive motion.  Some of these bench decisions are unpublished.  However, because Board proceedings are recorded, transcripts of its bench decisions can be ordered.

Maryland Procurement Blog

Welcome to my Maryland Procurement Law Blog!  This Blog focuses on developments in Maryland Procurement Law.  Maryland Procurement law is shaped by statutes enacted by the General Assembly, regulations and advisories of the Board of Public Works, and decisions of the Maryland State Board of Contract Appeals (“MSBCA”).  The Procurement Law governs the process through which businesses compete for government contracts.  It also impacts how government contracts are administered.  As part this blog, I will provide legislative updates, analysis of MSBCA decisions, and highlight news related to Maryland Procurement. 

Again, welcome!  My hope is that you begin to use this valuable resource to assist your efforts to successfully contract with the State of Maryland.