RFQ_BPA_Amendment_3.pdf

SECTION I: DESCRIPTION OF AGREEMENT

Solicitation/Contract Form

This agreement is entered into TBD, by the United States of America (the “Government”) represented by Emily McLaughlin, the Contracting Officer, and TBD, (the “Contractor”).

AGREEMENT INFORMATION:

AGREEMENT CEILING AMOUNT NTE $5,000,000.00

AGREEMENT PERIOD START DATE TBD

AGREEMENT PERIOD END DATE TBD

Scope

Under this time and materials multi-agency multi-award Blanket Purchase Agreement (BPA), the contractors shall provide foreign currency and interest rate advisory services for the Overseas Private Investment Corporation (OPIC) Department of Financial and Portfolio Management.

This is a COMBINED SYNOPSIS/SOLICITATION for commercial items prepared in accordance with the information in FAR Subpart 12.6, using Simplified Acquisition Procedures found at FAR 13.303 and 13.5, as supplemented with the additional information included in this notice. This announcement constitutes the only solicitation; a written solicitation will not be issued. PAPER COPIES OF THIS SOLICITATION WILL NOT BE AVAILABLE. This combined synopsis/solicitation shall be posted on FEDBIZOPPS.

1. The solicitation number is 713111-19-Q-0004 and is issued as a request for quotation (RFQ).

Offerors must be registered on System for Award Management (SAM). OPIC anticipates a multi-award multi-agency BPA with at least two contractors.

2. It is the responsibility of the Contractor to be familiar with the applicable clauses and provisions.

The clauses may be accessed in full text at this address: www.farsite.hill.af.mil.

3. This acquisition will be competed via full and open competition. The associated North American Industrial Classification Systems (NAICS) code for this procurement is 523930 – Investment Advice with an associated small business size standard of $38.5 million.

Each BPA Call will specify the specific product and quantity to be ordered. Over the next five years, cumulative orders will have a ceiling price of $5,000,000. The final amount will be determined by programmatic need and may be significantly higher or lower than the estimated total amount.

Extent of Obligation

The Government is obligated only to the extent of authorized purchases actually made under the BPA.

There is no guarantee that a BPA holder will be awarded an order.

http://www.farsite.hill.af.mil/

SECTION II: STATEMENT OF WORK

FOREIGN CURRENCY AND INTEREST RATE ADVISORY, TRAINING AND DATA SERVICES

2.1 BACKGROUND

The Mission of the Overseas Private Investment Corporation (OPIC) is to support development finance in less developed countries and regions.

Recently enacted legislation establishes a new Corporation – the U.S. International Development Finance Corporation (DFC) - to encompass the functions of OPIC and incorporate other substantial changes (See Public Law 118-254, Division F, available at:

https://www.congress.gov/115/bills/hr302/BILLS-115hr302enr.pdf#page=300.

The requirements described in this SOW are not expected to change under the new legislation. References to OPIC, or the “Corporation”, below should be interpreted to equally refer to OPIC, or the future successor entity to OPIC, the U.S. International Development Finance Corporation (DFC).

OPIC’s financing, and insurance, with rare exception has been denominated in US Dollars. In some transactions, the Corporation is indirectly exposed to the foreign exchange (“FX”) and interest rate (“IR”) risks, as a project may earn revenues in the local currency of the country where the project is located. OPIC is authorized to provide several products in local or foreign currencies. These products include direct loans, loan guarantees, insurance, and equity or quasi-equity instruments. As a result, interest payments, for example, could be either fixed or floating, principal or other cash flows could be denominated in USD or FX. The Corporation may directly assume FX and IR risks where interest, principal repayments, or equity related cashflows to the Corporation are denominated in a non USD currency. OPIC’s exposure may be in respect of FX, IR, or some combination of FX-IR or other economic asset/derivative/indicies embedded within a transaction.

OPIC’s transactions range from very large and sophisticated infrastructure transactions approaching $350 million or more, involving multiple lenders and multiple technical advisors, to small and medium enterprise transactions of less than $2 million.

A diverse set of OPIC projects are described at:

https://www.opic.gov/opic-action/active-opic-projects,or https://www.opic.gov/opic-action/all-project-descriptions

OPIC’s active portfolio is available as an excel file at:

https://www.opic.gov/content/opic-data https://www.opic.gov/sites/default/files/files/FY2018_Downloadable_Spreadsheet_20190319.xls x

OPIC or the DFC may service portfolio created by another US federal agencies, and the services of the Contractor may be used by OPIC/DFC in respect of those transactions.

Pursuant to policies and requirements, total risk to the government is limited through several mechanisms https://www.congress.gov/115/bills/hr302/BILLS-115hr302enr.pdf#page=300 https://www.opic.gov/opic-action/active-opic-projects https://www.opic.gov/opic-action/all-project-descriptions

– for example by USD denominated limits on amounts directly disbursed, or on contingent liability. As a wholly owned US government corporation, loans and guarantees are funded and budgeted for pursuant to the Federal Credit Reform Act of 1990 (FCRA) essentially through liabilities denominated in US Dollar which bear fixed or floating interest rates. FCRA requires transaction costs to be estimated on a net present expected value basis. A key aspect of the work of the contractor will be to advise the Corporation and other advisors retained by the Corporation, on market-consistent implementation of FCRA within other constraints and objectives of the Corporation.

The Corporation seeks to ensure best practices and to optimize its risk exposure for its objectives. As a result, FX and IR exposures need to be managed within a broad strategic scope and according to objectives provided by Congress, the Administration, Corporate Governance, and management’s objectives.

2.2 OBJECTIVES

OPIC is seeking advisory services appropriate to a special entity as defined at 17 CFR 23.440, and 23.450.

OPIC presently estimates one to ten transactions or technical assistance tasks within the next 12 calendar months. OPIC cannot guarantee minimum levels of work or billable hours. Where necessary, where representing OPIC directly in ISDA transactions, the contractor should maintain adherence to the then-current International Swaps and Derivatives Association (ISDA) DF Protocol.

2.3 SCOPE OF WORK

OPIC is seeking advisory services from a Contractor qualified in respect of foreign currency and interest rate hedges and derivatives under the US CFTC and similar European Market Infrastructure Regulation (EMIR) requirements. The Contractor shall be qualified to serve as an Advisor to a Special Entity as defined at 17 CFR 23.440, and 23.450.

Work with respect of FX, IR, or some combination of FX-IR or other economic asset/derivative/indices embedded within a transaction.

2.4 TASKS/WORK REQUIREMENTS

Contractor shall provide OPIC analytical advice, transactional agent services, training, validation review, data services, and market knowledge consistent with fast-response market operations and ongoing transaction negotiations. Such effort may involve intense effort of 2 or more staff for a week or more, or periods of no billable activity, depending on the pace of negotiations. In general, OPIC will seek on-demand or within 3-5 business day responses on each task.

2.4.1: TRANSACTION ADVISORY - Advise OPIC on Transaction, ISDA, or related documents, to which the Corporation may be directly or indirectly a party. The most likely form of advice will be to serve as a resource to transaction teams or to internal governance of the Corporation, throughout the transaction life cycle. For example:

• EARLY STAGE – Advise on the feasibility and economic design of transactions at the early stage (term-sheet) level of detail to facilitate the Corporation’s objectives. These include, but are not limited to: risk mitigation in a variety of scenarios, hedge-breakage cost management/mitigation, pricing, hedge impacts on project economics and the impact on the Corporation, and advisory on potential counterparties. These transactions may be structured as a direct loan, a loan guarantee, an equity position, or as a political risk insurance or reinsurance contract.

• NEGOTIATION – Advise on transaction economics both with respect to the project, or with respect to the Corporation’s own economic interests - including but not limited to: identifying partners or counterparties, inter-creditor dynamics, terms of hedge alignment with Corporate objectives, formulation or evaluation of proposals and counter proposals, and advisory on execution methodology, including liquidity management considerations; Monitoring /Execution– On monitoring or accounting for changes in Swap economics during life of project. Review of documents, and any other normal and customary advice provided by an Advisor to a client in a market context including but not limited to: review of transaction documents, inter-creditor agreements, debt documents, ISDA Master Agreements, Schedules, and Credit Support Annex, or any other transaction forms then-in use by the market.

• WORKOUT/RESTRUCTURE – Recommendations on hedge-strategy changes given the possibility of changes in underlying cash flows, advising or executing restructuring of hedges, swaps or other derivatives to which the Corporation may be directly or indirectly exposed in context of workout- recovery or default-avoidance efforts.

• REVIEW- The Contractor may be tasked to provide a review of prior transactions in order to provide support for internal controls and quality assurance on OPICs transactions and documentation supporting those transactions.

• ANALYTICS – A simple analytical task would reflect sizing of a dollar cap to OPIC risks to reflect project economics provided to the Contractor. A more complex analytical task may be to have Contractor provide scenarios and projected cash flows to negotiate teams, or, to the Corporation’s financial management staff. In general, such complex analyses will enable the Corporation to model and update cost projections under the Federal Credit Reform Act of 1990 -an accrual methodology for loan risk recognition (broadly analogous to FASB/CECL or IASB/ECL). Contractor need not be expert in Federal Credit Reform, however Contractor will work with the Corporation’s staff and other advisors in this regard.

2.4.2: PROGRAM ADVISORY - Advise OPIC on the overall design of its product design, its program, analysis of its portfolio, assist in discussions with auditors and stakeholders. Advise the Corporation in the design and implementation of its programs, products, governance, accounting, or budgeting for consistency with market best practices, market data sources and services.

2.4.3: QUANTITATIVE ADVISORY – Advise OPIC, provide quantitative data or quantitative methodologies to assist with the overall design of the program, accounting and budgetary analysis of its portfolio, or to assist in discussions with auditors and stakeholders. For example:

• Provide modeled forward curves, under an agreed contractor or Corporation provided methodology, for currency pairs for which there is no liquid market. The curve will be used to project cash flows for initial projection of cost.

• Provide scenarios and projected cash flows for portfolio units of analysis, such that the Corporation can separately model and update modeled costs under the Federal Credit Reform Act of 1990 which establishes a methodology for loan risk recognition (analogous to FASB/CECL or IASB/ECL). Contractor need not be expert in Federal Credit Reform, however Contractor will work with the Corporation’s staff and other advisors in this regard.

• Provide data or inputs suitable to enter, import, or crosswalk onto a market service, or a future accounting platform, which the Corporation may separately contract with the contractor or the Corporation may maintain itself (e.g. Bloomberg SWPM, MARS or similar), in order to track and value direct and indirect exposures (e.g. CVx).

Travel may be required for this task. Costs shall be reimbursable within the character and limits prescribed elsewhere in the contract.

2.4.4: TRANSACTION AGENT SERVICES

Subject to specific tasking and authorization, contractor may be contracted to act as an Agent of the Corporation in respect of negotiating, monitoring, or facilitating the performance of ISDA or related documents to which the Corporation may be a direct or indirect party.

This task may include negotiation of ISDA master guarantee agreements, and other related documents such as schedules, credit support, confirmations, and any elections or amendments. This task may include payments monitoring, management, accounting, or invoicing.

As needed, Contractor shall establish and maintain compliance with regulatory and requirements, such as under the ISDA DF protocol.

Travel may be required for this task. Costs shall be reimbursable only within the character and limits prescribed elsewhere in the contract.

2.4.5: TRAINING

Vender shall provide to the Corporation training on Foreign Currency and Interest rate risk mitigation strategies and hedging instruments enabling staff at specific levels to perform their functions – such as negotiating transactions, or implementing governance and quality controls.

The Corporation envisions training to be classroom-based instruction at OPIC’s offices over 1-2 days with a particular focus for the lenders perspective for transactions typical of OPIC’s portfolio.

Subject to specific tasking and funding, this training may be repeated semiannually or followed up with refreshers via videoconference or other distance-learning.

In general, there are three audiences:

• Transaction Staff – Loan officers, analysts, and interns involved in underwriting, structuring, negotiating, monitoring and work-out of loans, guarantees, insurance, and equity positions. Staff are at a wide range of experience, but all will be familiar with financing documents and term sheets.

For this population, approximately 1-3 days training is expected.

• Executives – Leadership level staff either within the management of the Corporation or in governance functions (e.g. Board members). For this population, ½ to 1 day training at most is expected.

• Policy Governance – Transaction and Financial – staff responsible for implementing corporate wide quality control and risk management. This population reviews transactions and implement internal controls and decision governance requirements. For this population, training may be more detailed and extend to a full work week.

Travel may be required for this task. Costs shall be reimbursable only within the character and limits prescribed elsewhere in the contract.

2.4.6: VALIDATION REVIEW

Contractor shall review the current or historical work of another contractor. Typically, this will be limited to a document review of existing or draft documents, and conference calls and to deliver to the Corporation a written assessment or recommendations contrasting the documents for review to corporate objectives, Market best practices, and other recommendation criteria as the Contractor may propose.

Travel may be required for this task. Costs shall be reimbursable only within the character and limits prescribed elsewhere in the contract.

2.4.7: DATA SERVICES

Contractor shall provide FX and IR exposure tracking, reporting, accounting, functions in order to enable the Corporation to track and report on its portfolio. For example:

• Track and analyze the terms of contracts, swaps or other instruments

• Track actual and projected cashflows

• To conduct portfolio risk functions for counterparty, interest rate, foreign currency or other valuation purposes

All data input onto or created on the Contractor platform (Customer Data) including historical valuations or portfolio risk measures uniquely generated from customer data, is and will remain the property of the Corporation and a complete and secure (encrypted/authenticated) shall be transferred to the Corporation on request, during the term of the contract, or in any event, within sixty (60) days of the termination of the contract. The Data will be delivered in an acceptable machine-readable form. If at termination of the contract no copies will be retained. The data will be in an acceptable format (e.g. “XML” format, including all schema and transformation definitions and/or delimited text files with documented, detailed schema definitions along with attachments in their native format). Any historical valuations generated from Customer data will be included in the scope of the required data.

Where available, contractor shall provide evidence and results third party reviews including security, data integrity, functionality and internal controls such that the Corporation and its auditors may rely on these reviews.

2.5 QUALIFICATION AND SKILLS

The Contractor shall be acceptable to the Corporation and have the following qualifications:

1. Adherence to US and EU regulatory requirements for advisory services to entities engaged in swaps and derivatives contracts. Including but not limited to:

a. Qualified to serve as an Advisor to a Special Entity as defined at 17 CFR 23.440 and

23.450

b. Where required for execution tasks, adherence to the current “ISDA DF Protocol”

c. To act as a fiduciary, in the Corporation’s best interest, consistent with a) and b) above.

2. Is not subject to any statutory or regulatory disqualification, sanction, or debarment by any industry regulatory, or self-regulatory body, state or Federal, US or foreign, or subject to undisclosed conflicts of interest.

3. Has experience advising, structuring, or negotiating, ISDA transactions in respect of countries and associated currencies listed as Low, Lower-Middle, or less preferred, Upper-Middle income economies, as listed at:

<https://datahelpdesk.worldbank.org/knowledgebase/articles/906519-world-bank- country-and-lending-groups>

4. Has experience advising or structuring transactions for institutions similar to OPIC (multilateral, bilateral, or similar development finance institutions).

Contractor shall submit resumes and other qualifications for the following staff or its equivalent:

Senior Consultant / Manager - Coordinates multiple work streams and programs; oversees the work of other program personnel and/or multiple engagements; applies extensive experience in transaction analysis and design, risk management. Responsible for the overall direction, coordination, implementation, execution, control and completion of specific projects ensuring consistency with vendor’s quality control program, client strategy, commitments, and goals.

Ensures that all programmatic reporting deadlines are met. Minimum Education: Bachelors

Technical / Functional Specialists – – Provide specialized experience in a technical subject area including trade and transaction analysis, documentation review, methodology development, and modeling and simulation projects if necessary. Organize and execute assigned business projects according to client requirements. Collect and analyze client business information. Responsibilities may also include organizing the work performed by one or more staff. Ability to create/write/deliver reports and presentations based on research and analysis.

Minimum Education: Bachelors

Partner / Partner Equivalent - Provide senior level review and accountability for regulatory and contractual compliance. Supervises implementation of the vendors’ process of quality control and risk management. Ensure goals and objectives are accomplished within funding and scheduling parameters. Minimum Education: Bachelors

OPIC reserves the right to accept proposed staffing in its sole discretion. No assigned staff or resources may be subject to a regulatory disqualification or process which could result in a regulatory censure or disqualification.

Contractor shall provide its description of its workflow, its process of quality control to ensure compliance with regulations, industry best practice, and its own policies.

Contractor shall have market certifications, track record, and experience with regulatory frameworks appropriate to this work.

Contractor shall promptly notify OPIC of any conflicts of interest and propose mitigations to any actual or projected conflicts.

2.6 DELIVERABLES

The Contractor shall provide an advance template for its representation and scope of its Quality Assurance process with respect to the Task. For each deliverable, Contractor shall provide the Quality Assurance Plan, or other internal governance plan or process, evidencing the internal reviews of the deliverable work product. Specific deliverables and due dates will be detailed and requested with each individual task.

https://datahelpdesk.worldbank.org/knowledgebase/articles/906519-world-bank-country-and-lending-groups https://datahelpdesk.worldbank.org/knowledgebase/articles/906519-world-bank-country-and-lending-groups https://datahelpdesk.worldbank.org/knowledgebase/articles/906519-world-bank-country-and-lending-groups

2.7 PLACE OF PERFORMANCE

The Contractor shall perform duties at its own premises, on Contractor’s own systems, at all times consistent with financial sector best practices for security and integrity.

Travel may be required for completion of tasks.

SECTION III: PRICING

3.1 BPA/BPA Call Pricing

All BPA Calls resulting from this BPA will be time and materials. The BPA unit rates are NTE ceiling.

Rates on orders may end up lower than the established unit rates, but cannot be higher. All delivery/retrieval costs are to be included in the unit rates. Please complete the chart for each year.

YEAR 1

Task Description

Unit

HR

Rate Per Hour

Total Cost

CLIN 0001 Transactional and Program Advisory; Transaction Agent Services

(SOW 2.4.1, 2.4.2, and 2.4.4)

NTE 1300

hours

CLIN 0002 Quantitative

(SOW 2.4.3)

NTE 300 hours

CLIN 0003 Validation Review

(SOW 2.4.6)

NTE 200 hours

CLIN 0004 Data Services

(SOW 2.4.7)

NTE 100 hours

CLIN 0005 Training _ _ NTE $25,000

CLIN 0006 Travel _ _ NTE $25,000

YEAR 2

Advisory; Transaction Agent Services

(SOW 2.4.1, 2.4.2, and 2.4.4)

(SOW 2.4.3)

NTE 300 hours

CLIN 0003 Validation Review

(SOW 2.4.6)

NTE 200 hours

CLIN 0004 Data Services

(SOW 2.4.7)

NTE 100 hours

YEAR 3

Advisory; Transaction Agent Services

(SOW 2.4.1, 2.4.2, and 2.4.4)

NTE 300 hours

CLIN 0003 Validation Review

(SOW 2.4.6)

NTE 200 hours

CLIN 0004 Data Services

(SOW 2.4.7)

NTE 100 hours

YEAR 4

Advisory; Transaction Agent Services

(SOW 2.4.1, 2.4.2, and 2.4.4)

(SOW 2.4.3)

NTE 300 hours

CLIN 0003 Validation Review

(SOW 2.4.6)

NTE 200 hours

CLIN 0004 Data Services

(SOW 2.4.7)

NTE 100 hours

YEAR 5

Advisory; Transaction Agent Services

(SOW 2.4.1, 2.4.2, and 2.4.4)

NTE 300 hours

CLIN 0003 Validation Review

(SOW 2.4.6)

NTE 200 hours

CLIN 0004 Data Services

(SOW 2.4.7)

NTE 100 hours

SECTION IV: BPA TERMS AND CONDITIONS

BPA INFORMATION

1. AUTHORITY: This Blanket Purchase Agreement is entered into under the authority of 10 USC 2304 and the Federal Acquisition Regulation Part 13.303, Blanket Purchase Agreement. A BPA is an agreement, not a contract, between the government and the contractor in which neither party is under contractual obligation until an authorized call (order) is received and accepted. The act of receiving and accepting an authorized call creates a contract obligation which will remain in effect for the duration of work required under the accepted call. Calls are authorized when they are placed against this BPA by authorized personnel, against authorized line items.

2. DESCRIPTION OF AGREEMENT: The contractor shall provide all services at its own premises, on Contractor’s own systems, and at all times consistent with financial sector best practices for security and integrity. A Blanket Purchase Agreement will be awarded with an ordering period of 5 years.

3. EXTENT OF OBLIGATION: A BPA is an agreement, not a contract, between the government and the contractor in which neither party is under contractual obligation until an authorized call (order) is received and accepted. The act of receiving and accepting an authorized call creates a contract obligation which will remain in effect for the duration of work required under the accepted call. Calls are authorized when they are placed against this BPA by authorized personnel, against authorized line items. Additionally, all call orders will be placed over the phone or via email. The Government reserves the right to cancel this BPA at any time, and is bound only to the extent the Contractor must be given thirty (30) days written notification prior to exercising this right.

4. AUTHORIZED BPA USERS/CALERS: For decentralized BPA’s, individuals authorized to place call orders against this BPA shall be appointed and identified to the Contractor in writing.

The appointment letter shall identify individuals either by title of position or by name of individual.

The letter will include organizational component, and the dollar limitation per purchase for each position title. For centralized BPA’s, all call orders will be generated from the contracting office.

5. PRICE LIST: The contractor shall submit to the Contracting Officer for approval a basic price list to establish firm unit prices. Subsequent changes in prices shall be submitted at least thirty (30) days prior to the effective date of the requested change. All price lists must be approved by the Contracting Officer prior to incorporation into this agreement, and updated annually. The contractor may offer voluntary price reductions for previously approved items without written approval. These reductions shall be shown as 'VPR' (voluntary price reductions) on the invoice.

6. PRICING: The prices charged to the United States Government shall be as low as those charged to the supplier’s most favored customer for comparable quantities under similar terms and conditions. Prices to the Government are in accordance with the price submitted by the Contractor and approved by the Contracting Officer. Prices shall be reviewed annually by the anniversary of the BPA issuance, as needed, and evaluated for fair and reasonableness by the Contracting Officer.

Prices shall not escalate during the term of the BPA. The Government reserves the right to add new products or additional services to the BPA during the term of this Agreement. If at any time during the period of performance a new item should be added, new prices shall be submitted. Please allow up to 5 calendar days grace period between submissions of the new prices, if any.

7. PURCHASE LIMITATION: With exception to calls placed by the Contracting Officer, the limitation for each individual purchase under this BPA shall not exceed $250,000.00.

8. DELIVERY TICKETS: The Contractor shall ensure all shipments under the agreement, shall be accompanied by delivery tickets that shall contain the following minimum information:

i. Name of supplier.

ii. BPA number.

iii. BPA call number.

iv. Date of purchase.

v. Purchase number.

vi. Itemized list of supplies or services furnished.

vii. Quantity, unit price, and extension of each item, less applicable discounts (unit prices and extensions need not be shown when incompatible with the use of automated systems, provided that the invoice is itemized to show this information).

viii. Date of delivery or shipment.

9. INVOICES: Fast payment procedures for supplies and services are based on the Contractor’s submission of an invoice constituting certification that the Contractor has delivered the supplies to a point of receipt by the Government and shall replace, repair or correct supplies not received at destination, damaged in transit or not conforming to purchase agreements.

ADDITIONAL PROCEDURES FOR INVOICING

Unless a specific payment schedule is incorporated in this contract, Contract Line Item Numbers with monthly unit pricing required invoice submission by the 5th day following each month of performance or after shipment of supplies/equipment.

Send invoice electronically to the Government Official receiving supplies/services AND the COR.

If there is not Contracting Officer’s Representative listed in this section, check the schedule for Government Official point of contact information.

The Federal Register, Page 52591, Volume 64, No. 188, dated September 29, 1999, requires that submitted invoices must include specific information in order for the Government to make payment. Additionally, the Overseas Private Investment Corporation has supplemented these requirements. Contractors may use Standard Form 1034 – Public Voucher for Purchases and Services Other than Personal (Part 53 of the Federal Acquisition Regulation under FAR 53-301- 1034) or they may submit a company-generated voucher. However, no matter what type of voucher is submitted, it must contain the information described below.

It must be especially noted that in accordance with the requirements set forth in FAR Clause 52.232-7 – Payments under the Time and Materials and Labor Hour Contracts, all invoices/vouchers submitted for payment shall be accompanied by individual daily job timecards/sheets or other substantiation previously approved by the Contracting Officer.

Vouchers/invoices received without the substantiating documents will be considered incomplete, and will be returned to the contractor without payment. Invoices shall be submitted monthly.

If the voucher/invoice is for services on a time and materials and labor hour basis, the voucher/invoice must have copies of the timesheets or other substantiation attached.

PROPER INVOICE INFORMATION

1. Name and Address of Contractor

2. Contact Name, Title and Telephone Number

3. Government Issued Contract Number

4. Date of the Invoice

5. Invoice Number, Account Number, and/or any other identifying number agreed to by the contract (At a minimum there must be an invoice number)

6. Actual date when services were performed or goods delivered.

7. Current Contract Period of Performance on all invoices.

8. Description – including, at a minimum, contract line/subline number, price, mailto:OPICDMAInvoices@opic.gov mailto:OPICDMAInvoices@opic.gov and quality of goods and services rendered.

9. Include discount terms.

10. Other substantiating documentation or information required by the contract.

10. MANAGEMENT: For each BPA Call, the contractor Project Manager shall be the contractor employees’ primary interface with the requiring OPIC organization(s) and COR. Any work products requested by the Government shall be submitted to the Project Manager. The Project Manager shall direct the activities of all BPA Call personnel to meet the outlined requirements. The Project Manager shall document all tasks and submitted deliverables in an updated BPA Call schedule to be submitted with the Periodic Progress Reports. The contractor’s Project Manager shall be proactive and responsive to managing contractor resources and meeting OPIC requirements. The contractor shall provide all deliverables identified in the individual Calls in the formats specified in the Call. All deliverables, unless otherwise specified, shall use Microsoft Office compatible formats. All deliverables must be in Section 508 compliant format according to requirements for each deliverable.

11. ISSUANCE OF CALLS: Call orders will be solicited from the awardee(s) of the BPA in accordance with FAR 13.303-2(a) (3) and procedures described herein. The Government may utilize Request for Quotation (RFQ) procedures which may require the contractor to submit a price quote, delivery schedule, and any known conflicts of interest for an anticipated Call Orders award.

Upon issuing an RFQ for Call Orders, the BPA holder will typically have two (2) to five (5) days to submit its quote, depending on complexity. All BPA Orders are subject to the provisions/clauses of the BPA. A BPA call order will be awarded to the BPA holder that is technically acceptable with no conflict of interest non related factors are more important that price, which cannot exceed BPA CLIN rate. In the event of conflict between a BPA Order and the BPA, the BPA shall control.

The Contracting Officer will issue separate requests for each anticipated task to the contractor to establish new BPA Calls. The contractor shall perform the tasks and provide the specific deliverables described within each individual call order SOW.

A Request for Quote (RFQ) will be issued to all BPA holders, excluding any conflict of interest, for all requested calls. Each RFQ will included a detailed SOW, General Instructions, and Evaluation Criteria, Basis for Award, and any additional applicable clauses not included on the

BPA.

At a minimum all BPA Calls will be evaluated on:

FACTOR 1-TECHNICAL APPROACH

The BPA holder will be evaluated on their ability to demonstrate an understanding of the requirement as stated in SOW submitted with the RFQ.

FACTOR 2-QUALIFICATIONS OF PERSONNEL

The BPA holder will be evaluated on their ability to provide qualified, competent personnel for the tasks specified in SOW submitted with the RFQ. Resumes shall be provided for requested personnel.

The Government intends to award a time and materials BPA call through competition to the BPA holders whose proposal is considered most advantageous to the Government. All evaluation factors other than cost/price, when combined, are significantly more important than cost or price. As technical differences narrow, cost/price will become more important. If there are no significant technical differences, cost/price may be the determining factors for source selection. This is a best value procurement. The Government may or may not award to the lowest priced Contractor or highest technically rated Contractor.

If a BPA holder is unable to submit a response, it must notify the CO in writing as soon as practicable. A brief written statement within as to why the awardee is unable to submit a response is required. Failure to submit a response without sufficient justification may be considered as negative past performance information which may jeopardize the award of future BPA Calls.

12. OBLIGATION OF FUNDS: Funds will be obligated on individual BPA Call Orders placed against the respective BPA(s). In accordance with FAR 13.303-3(a) (2), the Government is obligated only to the extent of authorized purchases actually made under the BPA.

13. COMPLETION DATE FOR CALLS: The completion date for calls shall be within 30 days.

14. PERSONNEL AUTHORIZED TO PLACE CALLS: A Personnel authorized to place calls against this BPA shall be identified on an Authorization letter signed by the Contracting Officer.

In accordance with paragraph 7, calls shall not exceed $250,000.00 without the Contracting Officer’s approval. The supplies listed on the Pre-Approved BPA Price List are items that can be acquired under this BPA.

Personnel placing calls shall identify themselves by name or position and BPA number. DO NOT ACCEPT calls from anyone who is not listed on this authorization letter. Supplies delivered on calls from anyone other than personnel listed on the authorization letter are subject at the contractors own risk.

15. PAYMENTS: Payment will be made via the invoicing and payment procedures.

16. CANCELLATION OF BPA: Either party may unilaterally cancel this BPA by providing written notification. Cancellation notice should be given 30 days prior to effective cancellation date.

SECTION V: CLAUSES

FAR CLAUSES INCORPORATED BY REFERENCE

FAR 52.252-2 - Clauses Incorporated by Reference (Feb 1998):

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this address: https://www.acquisition.gov/?q=browsefar

FAR 52.204-7 System for Award Management (Oct 2018) FAR 52.204-13 System for Award Management Maintenance (Oct 2018) FAR 52.212-4 Contract Terms and Conditions -- Commercial Items (Oct 2018) FAR 52.212-4 Contract Terms and Conditions -- Commercial Items, Alternate I (Jan 2017) FAR 52.232-39 Unenforceability of Unauthorized Obligations (Jun 2013) FAR 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive

Orders (Oct 2018) FAR 52.232-7 Payments under Time-and-Materials and Labor-Hour Contracts (Aug 2012) https://www.acquisition.gov/?q=browsefar

FAR 52.246-6 Inspection – Time and Material and Labor Hour (May 2001)

The following subparagraphs of FAR 52.212-5 are applicable:

FAR 52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018) FAR 52.219-8 Utilization of Small Business Concerns (Oct 2018) FAR 52.222-3 Convict Labor (June 2003) FAR 52.222-19 Child Labor—Cooperation with Authorities and Remedies (Jan 2018) FAR 52.222-21 Prohibition of Segregated Facilities (Apr 2015) FAR 52.222-26 Equal Opportunity (Sept 2015) FAR52.222-35 Equal Opportunity for Veterans (Oct 2015) FAR 52.222-36 Equal Opportunity for Workers with Disabilities (Jul 2014) FAR 52.222-37 Employment Reports on Veterans (Feb 2016) FAR 52.222-50 Combating Trafficking in Persons (Mar 2015)

FAR 52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving (Aug 2011)

FAR 52.225-13 Restrictions on Certain Foreign Purchases (Jun 2008) FAR 52.232-33 Payment by Electronic Funds Transfer – System for Award Management

(Oct 2018)

SECTION VI: OPIC TERMS AND CONDITIONS

6.1. REGULATORY NOTICE

Contractors are advised that certain provisions and clauses identified throughout this contract are not FAR provisions or clauses; however, all of these items are binding for this acquisition.

6.2. INFORMATION SECURITY

The contractor shall comply will all contractual and Federal information security, privacy and confidentiality requirements applicable to the operation, maintenance or support of a Federal information system. The contractor shall be required to prevent and remedy data breaches and to provide the OPIC with all necessary information and cooperation, and to take all other reasonable and necessary steps and precautions, to enable the OPIC to satisfy its data breach reporting duties under applicable law, regulation, or policy in the event, if any, that a breach occurs.

Contractor information systems subject to the Federal Information Security Management Act of 2002 (FISMA). All agency information systems, see 44 U.S.C. 3505(c), operated by or on behalf of the Government by a Contractor or subcontractor containing Federal data shall be subject to the requirements of the FISMA, including routine testing without advance notice to or approval of the Contractor or its subcontractors. See 44 U.S.C 3544(b).

For all services acquisitions (including cloud services):

PROTECTION OF INFORMATION

The contractor shall be responsible for properly protecting all information used, gathered, or developed as a result of work under this contract. The contractor shall also protect all Government data, equipment, etc.

by treating the information as sensitive. All information about the systems gathered or created under this contract should be considered as SBU information. It is anticipated that this information will be gathered, created, and stored within the primary work location. If contractor personnel must remove any information https://www.acquisition.gov/far/html/52_200_206.html#wp1141649 https://www.acquisition.gov/far/html/52_222.html#wp1147479 https://www.acquisition.gov/far/html/52_222.html#wp1147656 https://www.acquisition.gov/far/html/52_222.html#wp1147711 https://www.acquisition.gov/far/html/52_222.html#wp1158632 https://www.acquisition.gov/far/html/52_222.html#wp1162802 https://www.acquisition.gov/far/html/52_222.html#wp1148123 from the primary work area they should protect it to the same extent they would their proprietary data and/or company trade secrets. The use of any information that is subject to the Privacy Act will be utilized in full accordance with all rules of conduct as applicable to Privacy Act Information.

The government will retain unrestricted rights to government data. The ordering activity retains ownership of any user created/loaded data and applications hosted on contractor’s infrastructure, as well as maintains the right to request full copies of these at any time.

The data that is processed and stored by the various applications within the network infrastructure contains financial data as well as personally identifiable information (PII). This data and PII shall be protected against unauthorized access, disclosure or modification, theft, or destruction. The contractor shall ensure that the facilities that house the network infrastructure are physically secure.

The data must be available to the Government upon request within one business day or within the timeframe specified otherwise, and shall not be used for any other purpose other than that specified herein. The contractor shall provide requested data at no additional cost to the government.

No data shall be released by the Contractor without the consent of the Government in writing. All requests for release must be submitted in writing to the COR/CO.

SECURITY CLASSIFICATION

The preparation of the deliverables in this contract will be completed at a Sensitive but Unclassified level.

SECURITY DOCUMENTATION

The contractor shall provide documentation describing the functional properties of the security controls employed within the information system, its components, or services.

1. For Cloud-based systems:

Contractor shall be responsible for the following privacy and security safeguards:

1. To the extent required to carry out the FedRAMP assessment and authorization process and

FedRAMP continuous monitoring, to safeguard against threats and hazards to the security, integrity, and confidentiality of any non-public Government data collected and stored by the Contractor, the Contractor shall afford the Government access to the Contractor’s facilities, installations, technical capabilities, operations, documentation, records, and databases.

2. If new or unanticipated threats or hazards are discovered by either the Government or the

Contractor, or if existing safeguards have ceased to function, the discoverer shall immediately bring the situation to the attention of the other party.

3. The contractor shall also comply with any additional FedRAMP privacy requirements.

4. The Government has the right to perform manual or automated audits, scans, reviews, or other inspections of the contractor’s IT environment being used to provide or facilitate services for the Government. In accordance with the Federal Acquisitions Regulations (FAR) clause 52.239-1, contractor shall be responsible for the following privacy and security safeguards:

a. The Contractor shall not publish or disclose in any manner, without the Contracting Officer’s written consent, the details of any safeguards either designed or developed by the Contractor under this contract or otherwise provided by the Government. Exception - Disclosure to a Consumer Agency for purposes of A&A verification.

b. To the extent required to carry out a program of inspection to safeguard against threats and hazards to the security, integrity, and confidentiality of Government data, the Contractor shall afford the Government access to the Contractor’s facilities, installations, technical capabilities, operations, documentation, records, and databases within 72 hours. (FedRAMP recommends 72 hours) The program of inspection shall include, but is not limited to:

-Authenticated and unauthenticated operating system/network vulnerability scans -Authenticated and unauthenticated web application vulnerability scans -Authenticated and unauthenticated database application vulnerability scans

c. Automated scans can be performed by Government personnel, or agents acting on behalf of the

Government, using Government operated equipment, and Government specified tools.

d. If new or unanticipated threats or hazards are discovered by either the Government or the

Contractor, or if existing safeguards have ceased to function, the discoverer shall immediately bring the situation to the attention of the other party. If the contractor chooses to run its own automated scans or audits, results from these scans may, at the Government’s discretion, be accepted in lieu of Government performed vulnerability scans. In these cases, scanning tools and their configuration shall be approved by the Government. In addition, the results of contractor-conducted scans shall be provided, in full, to the Government.

5. FedRAMP Security Compliance Requirements:

The contractor shall implement the controls contained within the FedRAMP Cloud Computing Security

Requirements Baseline and FedRAMP Continuous Monitoring Requirements for low and moderate impact system (as defined in FIPS 199). These documents define requirements for compliance to meet minimum Federal information security and privacy requirements for both low and moderate impact systems. While the FedRAMP baseline controls are based on NIST Special Publication 800-53, Revision 4.

The contractor shall generally, substantially, and in good faith follow FedRAMP guidelines and Security guidance. In situations where there are no procedural guides, the contractor shall use generally accepted industry best practices for IT security.

6. Assessment and Authorization:

(Agency) may choose to cancel the (Contract/award) and terminate any outstanding orders if the contractor has its provisional authorization revoked and the deficiencies are greater than agency risk tolerance thresholds.

7. Authorization of System:

The contractor shall provide access to the Federal Government, or their designee acting as their agent, when requested, in order to verify compliance with the requirements for an Information Technology security program. The Government reserves the right to conduct on-site inspections. The contractor shall make appropriate personnel available for interviews and provide all necessary documentation during this review.

2. Other than Cloud-based Contractor-Owned Systems and Services:

1. Required Policies and Regulations for OPIC Contracts Contractors entering into an agreement for services to OPIC and/or its Federal customers shall be contractually subject to all OPIC and Federal IT Security standards, policies, and reporting requirements. The contractor shall meet and comply with all OPIC IT Security Policies and all applicable OPIC and NIST standards and guidelines, other Government-wide laws and regulations for protection and security of Information Technology.

Contractors are also required to comply with Federal Information Processing Standards (FIPS), the “Special Publications 800 series” guidelines published by NIST, and the requirements of FISMA.

2. OPIC Security Compliance Requirements FIPS 200, “Minimum Security Requirements for Federal Information and Information Systems”, is a mandatory federal standard that defines the minimum security requirements for federal information and information systems in seventeen security-related areas. Contractor systems supporting OPIC must meet the minimum security requirements through the use of the security controls in accordance with NIST Special Publication 800-53, Revision 4 (hereafter described as NIST 800-53), and “Recommended Security Controls for Federal Information Systems.

NIST 800-53 controls requiring organization-defined parameters (i.e., password change frequency) shall be consistent with OPIC specifications. The OPIC-specified control parameters and supplemental guidance defining more specifically the requirements per FIPS 199 impact level are provided in Appendix A, of this document.

3. System Assessment Documentation

1. At the Moderate impact level and higher, the contractor or Government (as determined in the contract) will be responsible for providing an independent Security Assessment/Risk Assessment.

2. Identified gaps between required 800-53 controls and the contractor’s implementation as documented in the Security Assessment/Risk Assessment report shall be tracked for mitigation in a Plan of Action and Milestones (POA&M) document.

3. The Contractor is responsible for mitigating all security risks found during C&A and continuous monitoring activities. All high-risk vulnerabilities must be mitigated within 30 days and all moderate risk vulnerabilities must be mitigated within 90 days from the date vulnerabilities are formally identified. The Government will determine the risk rating of vulnerabilities.

HANDLING OF THIRD-PARTY REQUESTS FOR ACCESS TO RECORDS

In the event that the Contractor receives any subpoena or other voluntary or mandatory request for access to data first produced under this Contract, the Contractor shall immediately notify the COR and the CO, so that the Government may intervene or take any other steps it deems necessary to protect its interests.

DATA BREACHES

As part of the requirement explained elsewhere in this document for the contractor to comply with all contractual and Federal information security, privacy and confidentiality requirements applicable to the operation, maintenance or support of a Federal information system, the contractor shall be required to prevent and remedy data breaches and to provide the OPIC with all necessary information and cooperation, and to take all other reasonable and necessary steps and precautions, to enable the OPIC to satisfy its data breach reporting duties under applicable law, regulation, or policy in the event, if any, that a breach occurs.

Special attention should be paid to OMB Memorandum 06-19 (July 12, 2006), particularly the extremely urgent reporting time frames included therein for certain breaches, as well as to any other subsequent laws, regulations, or policy governing data breaches that may arise during the performance of the contract.