Contract_Attorneys_FAR_13.303_BPA_solicitation.pdf

Contract Attorneys for EXIM UNRESTRICTED - FULL AND OPEN – OPEN MARKET – FAR 13.303 Blanket Purchase Agreements (BPAs)

FAR 13.303 BPA (multiple-award) Solicitation # - 83310126Q13CA

REQUEST

FOR

QUOTATION

PROJECT:

Contract Attorneys

* ONLY responses from Law Firm business entities in business for last 10-years will be considered for this requirement. *

RFQ CLOSING

DUE DATE TIME:

September 14, 2026 (Monday) 5:00pm Eastern Time (ET)

SUBMIT TO: Export Import Bank of the United States (EXIM)

SOLICITATION

NUMBER:

83310126Q13CA

*** All BPA Call Orders are Subject to the Availability of Funds ***

FAR 13.303 BPA (multiple-award) Solicitation # - 83310126Q13CA

Table of Contents Table of Contents

I. Section A – Standard Form (SF) 1449

A.1 SF 1449 SOLICITATION / CONTRACT / ORDER FOR COMMERCIAL ITEMS

A.2 Definitions and Acronyms

A.3 NAICS CODE and PSC Assignments

A.4 Rough Order of Magnitude (ROM)

A.5 Blanket Purchase Agreement (BPA) Estimate

A.6 Communications and Currency

A.7 52.216-1 Type of Contract

II. Section B – Continuation of SF 1449

B.1 SUBMISSION OF INVOICES (CONTINUATION OF BLOCK 18(b)

B.2 SCHEDULE OF SUPPLIES / SERVICES (CONTINUATION OF BLOCK 19-24)

B.2.1. Fixed Price BPA Call Orders

B.2.2. Time and Materials / Labor-Hour Orders

B.2.3. BPA Call Order (Order) Pricing

B.3 GENERAL

B.3.1. CANCELLATION / TERMINATION POLICY

B.3.2. LABOR STANDARDS AND WORK HOURS

B.3.3. SAFETY REQUIREMENTS

B.3.4. PERIOD OF PERFORMANCE (PoP)

B.3.5. PLACE OF PERFORMANCE – GENERAL

B.3.6. PLACE OF PERFORMANCE – OPERATIONAL CONTRACTORS

B.3.7. TRAVEL - Not applicable to this BPA

B.3.8 CONTRACT CHANGES

B.4 STATEMENT OF REQUIREMENTS (SOR)

B.4.0 Purpose

B.4.1 Introduction

B.4.2 Background

B.4.3 Scope Description

B.4.4 Business Entities and Relations at the Level of the BPA and BPA Call Orders

B.4.5 Intent is to Meet EXIM’s Mission

FAR 13.303 BPA (multiple-award) Solicitation # - 83310126Q13CA

B.5 INSURANCE

B.6 COOPERATION

B.7 KEY PERSONNEL

B.8.1.1 SECURITY AND CLEARANCE REQUIREMENTS

B.9.1. COMPLIANCE WITH INFORMATION TECHNOLOGY SECURITY POLICES, PROCEDURES, AND

REQUIREMENTS

III. Section C – Contract [BPA] Clauses

C.1 PROVISIONS AND CLAUSES INCORPORATED BY REFERENCE (IBR) IAW FAR 52.102

C.2 PROVISIONS AND CLAUSES INCORPORATED BY FULL TEXT

52.212-3 Offeror Representations and Certifications—Commercial Products and Commercial Services

52.212-4 Contract Terms and Conditions—Commercial Products and Commercial Services

52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders— Commercial Products and Commercial Services

52.216-27 Single or Multiple Awards

52.216-18 Ordering

52.216-19 Order Limitations

52.216-22 Indefinite Quantity

52.216-27 Single or Multiple Awards

52.217-8 Option to Extend Services

52.217-9 Option to Extend the Term of the Contract. ^

52.232-18 Availability of Funds

52.252-1 Solicitation Provisions Incorporated by Reference

52.252-2 Clauses Incorporated by Reference

52.252-4 Alterations in Contract

IV. Section D – Contract Exhibits

D.1 EXHIBIT 1 - Part A -and- Part B

V. Section E – Solicitation Provisions

E.1 52.212-1 Instructions to Offerors—Commercial Products and Commercial Services

E.2 ADDENDUM TO 52.212-1 INSTRUCTIONS TO OFFERORS-COMMERCIAL ITEMS

E.3 52.212-2 Evaluation—Commercial Products and Commercial Services

APPENDIX A – BLANKET PURCHASE AGREEMENT (BPA)

FAR 13.303 BPA (multiple-award) Solicitation # - 83310126Q13CA

APPENDIX B – Blanket Purchase Agreement (BPA) Call Order Instructions

I. Section A – Standard Form (SF) 1449

A.1 SF 1449 SOLICITATION / CONTRACT / ORDER FOR COMMERCIAL ITEMS

Offerors wishing to compete for a BLANKET PURCHASE AGREEMENT (BPA) shall respond by due date.

Reference 52.212-1 Instructions to Offerors—Commercial Products and Commercial Service for submission instructions.

Questions concerning this solicitation must be submitted no later than Friday, August 28, 2026, 5pm

ET.

A.2 Definitions and Acronyms Law Firm A law firm business entity is a legally recognized organization formed by one or more licensed attorneys to provide legal services and engage in the practice of law. At a minimum, the law firm for this requirement must have been in business for the last 10-years.

Secondment Under this requirement, the proposed and accepted Contract Attorney will be assigned to EXIM on a temporary basis for a period ranging from six months to one year, either on-site or off-site, as determined by EXIM's needs. Throughout the assignment, the EXIM Contract Attorney will remain employed and compensated by the sponsoring law firm. The law firm will detail the attorney to EXIM for the designated period while retaining responsibility for the attorney's employment status and compensation.

Commercial Service Services of a type offered and sold competitively in substantial quantities in the commercial marketplace based on established catalog or market prices for specific tasks performed or specific outcomes to be achieved and under standard commercial terms and conditions.

Past Performance Past performance means an offeror’s or contractor’s performance on active and physically completed contracts (see 4.804-4). For reference and further definition see, https://www.acquisition.gov/far/12.206?searchTerms=past performance 12.206 Use of past performance, and Subpart 42.15 - Contractor Performance Information.

NAICS Code North American Industry Classification System (NAICS) Code is a standard used by Federal statistical agencies in classifying business establishments for the purpose of collecting, analyzing, and publishing statistical data related to the US business economy performed by the US Census Bureau.

PSC Manual Product and Service Code (PSC) Manual provide codes to describe products, services, and research and development (R&D) purchased by the federal government. These codes indicate “WHAT” was bought for each procurement action and reported and tracked in the Federal Procurement Data System (FPDS).

SBA US Small Business Administration (SBA) helps Americans start, build, and grow businesses. Through an extensive network of field offices and partnerships, the SBA assists and protects the interests of small business concerns.

SBA sets the SBA Size Standards within the published Table of size standards per the North American Industry Classification System (NAICS) Code.

FAR 52.219-1 Small Business Program designations is determined by the definitions per 13 CFR, FAR 19, and this FAR clause. With the exceptions of SBA certification, the socioeconomic designations are self-certified by the company(ies) based on definitions per mentioned regulations.

13 CFR 121: https://www.ecfr.gov/current/title-13/chapter-I/part-121 FAR 19: https://www.acquisition.gov/far/part-19 FAR 52.219-1: https://www.acquisition.gov/far/52.219-1 SBA Table of Size Standards: https://www.sba.gov/document/support-table-size-standards

Prime Contractor Per the Small Business Administration's (SBA's) definition of Prime Contracting found at, https://www.sba.gov/federal-contracting/contracting-guide/prime-subcontracting#section-header-0

"Prime contractors work directly with the government. They manage any subcontractors and are responsible for ensuring that the work is completed as defined in the contract. To become a prime contractor, you must first register your business with the System for Award Management (SAM). []"

COR Contracting Officer’s Representative (COR) has specifically delegated authority from the contracting officer to perform approved tasks.

https://www.acquisition.gov/far/part-4#FAR_4_804_4 https://www.acquisition.gov/far/12.206?searchTerms=past%20performance https://www.acquisition.gov/far/12.206?searchTerms=past%20performance https://www.acquisition.gov/far/subpart-42.15?searchTerms=past%20performance https://www.census.gov/naics/ https://www.census.gov/naics/ https://www.acquisition.gov/psc-manual https://www.acquisition.gov/psc-manual https://www.sba.gov/federal-contracting/contracting-guide/size-standards https://www.sba.gov/document/support-table-size-standards https://www.census.gov/naics/

FAR 13.303 BPA (multiple-award) Solicitation # - 83310126Q13CA

A.2 Definitions and Acronyms The COR serves as a technical liaison between EXIM and the Contractor with respect to the BPA. The COR also performs contract administration duties as directed by the Contracting Officer. The COR is also responsible for the acceptance of all deliverables for the BPA and BPA Call Orders specified herein, and such other responsibilities as may be specified in the BPA or BPA Call Order. The COR assists the Contracting Officer in the administration of the contract, and each order is issued thereunder.

The COR is not authorized to make any commitments or otherwise obligate EXIM or authorize any changes, which affect the BPA pricing, terms, or conditions, or of any BPA Call Order issued thereunder. Any requests for changes by the Contractor shall be submitted to the Contracting Officer directly or through the COR. No such changes shall be made to the BPA or to any BPA Call Order issued thereunder without the express prior authorization of the Contracting Officer.

CO Contracting Officer (CO or KO) is a government employee empowered to bind the US Federal Government to the terms of a federal contract for the procurement of goods and/or services.

Contracting Officer's Authority - The Contracting Officer is the only person authorized to make or approve any changes in any of the requirements of this BPA and in each of the BPA Call Orders issued thereunder, and, notwithstanding any provisions contained elsewhere in this contract, the said authority remains solely in the Contracting Officer. In the event the contractor makes any changes at the direction of any person other than the Contracting Officer, the change will be considered to have been made without authority, and the contractor will be operating at its own risk of being compensated for the changed work. No adjustment will be made in the contract terms and conditions, including price, on the basis of any unauthorized change. Only the Contracting Officer has the authority to:

(1) authorize any changes in the performance work statement;

(2) modify or extend the period of performance;

(3) change the delivery schedule,

(4) authorize reimbursement to the Contractor for any costs incurred during the performance of this BPA or a BPA Call Order issued thereunder; or

(5) otherwise change any terms and conditions of this BPA or of any BPA Call Order issued thereunder.

Communications pertaining to BPA contract administration matters shall be addressed to the Contracting Officer. No changes in or deviation from the scope of the work shall be affected without a supplemental agreement (BPA or BPA Call Order modification) executed by the Contracting Officer authorizing such changes.

Contract administration shall be addressed in each BPA Call Order to be issued hereunder. In the event a BPA Call Order fails to address a contract administration matter that is addressed in the BPA, the terms of the BPA shall apply to the BPA Call Order.

Subject Matter Expert

(SME)

Various SMEs may be assigned to the BPA Call Orders. SMEs serve as oversight to work on the day-to-day activities within the scope of the order and will provide technical directions to the Contractor on the timing and manner in which services are to be performed and will provide technical review and recommendations to the COR for final acceptance of work products and deliverables.

Government Roles and Responsibilities

Primary Points of Contact (POC) for the Government on matters regarding contract administration as well as other administrative information will be identified at time of award and for each order. The Government reserves the right to unilaterally change any of these individual assignments at any time.

Limitation of Authority Questions from the contractor relating to the terms and or conditions of the IDV BPA shall be referred to the IDV BPA Contracting Officer. Questions regarding BPA Call Orders (orders) shall be addressed to the Contracting Officer identified on the order. No written or oral statement of the COR or the SMEs or Project Managers or any other person shall serve as a basis for modification of the terms of the IDV BPA or of any order, unless confirmed in writing by the appropriate CO.

If the COR, the EXIM Project Attorney, or any other EXIM employee requests the Contractor to provide services which are outside the scope of the BPA or of the BPA Call Order(s), the Contractor should promptly advise the Contracting Officer immediately of the requested change, preferably in writing if time permits. The Contractor understands that providing services at the request of a person other than the Contracting Officer, to include services that are outside of the scope of the BPA or any of the BPA Call Order issued thereunder, will result in nonpayment for those services unless the Contracting Officer ratifies the change request.

Ordering Contracting Officer (OCO)

An Ordering CO is a CO issuing an order off an IDV, i.e., IDIQ, BPA, or BOA.

Operational Contractors An Operational Contractor per this solicitation are individuals that may be physically seated among government employees at a government facility or working remotely and are providing some or all integrated support to the government.

FAR 13.303 BPA (multiple-award) Solicitation # - 83310126Q13CA

A.2 Definitions and Acronyms IDV Indefinite Delivery Vehicle (IDV) a shortened acronym that is inclusive of IDIQs, Blanket Purchase Agreements

(BPAs), Blanket Ordering Agreements (BOAs), or other base / master contracts or agreements under which orders or delivery orders may be issued.

BPA Blanket Purchasing Agreement (BPA) are created IAW FAR 8.405-3 or 13.303 as a simplified method of filling anticipated repetitive needs for open market supplies and services below the simplified acquisition threshold

(SAT).

• For this solicitation, FAR 13.303 is used.

BPA Call Order BPA Call Order is issued off a BPA for performance of specific requirements.

BPA (single award) BPA single award to one business entity as they are the only source for a unique service and/or product or were the only interested and/or accepted the solicitation requirements.

BPA (multiple award) BPA multiple awards to two or more business entities as they all provide same or similar services and/or products acceptable to meet solicitation requirements.

Ordering Instructions and Notification

IAW fair opportunity will be followed per the ordering instructions identified in this solicitation for multiple award BPAs exceeding the micro-purchase threshold.

RFQ Request for Quotation (RFQ) is a business document that announces a project, describes it, and solicits offers / proposals from qualified contractors to complete it.

Order of Precedence In acquiring commercial products or commercial services, the requirements of part 12 apply subject to the order of precedence provided at 12.102(c).

FCA False Claims Act (FCA), 31 U.S.C. §§ 3729 - 3733, [] provides for any person who knowingly submit[s] false claims to the government [is] liable for treble damages plus a penalty that is linked to inflation.

A.3 NAICS CODE and PSC Assignments

Preponderance NAICS Code and PSC Assignment:

• 541199 All Other Legal Services o $20.5M SBA Table of Small Business Size Standard per NAICS Codes

• R418 Legal Services

Reference Section B.4 of this solicitation for additional information.

A.4 Rough Order of Magnitude (ROM)

~$25,000.00 per contract attorney for 6-months or ~$50,000.00 per contract attorney for 1-year.

A.5 Blanket Purchase Agreement (BPA) Estimate

An aggregate exaggerated estimated for 5-years is ~$9M (36 attorneys @ ~$50k per year). If estimate value is exceeded, additional price reductions can be obtained. Actual usage may more likely scenario will be 3 to 6 attorneys @ ~$50k per year for an aggregate estimate of ~$750k to ~$1.5M for 5-years.

A contractor has the right to refuse or reject orders IAW the limitations set per 52.216-19 Order Limitations.

The contractor shall immediately notify the contracting officer of its intention to accept, reject, or compete for a given order, in writing within 12-hours, and as follows:

1. When provided a BPA Call Order notice through the Fair Opportunity process, notify the contracting officer of its intent by the specified order response due date; or

2. At the time, when the contracting officer informs the contractor that a follow-on is contemplated for the compulsory continuance of an existing order, the incumbent order holder shall immediately inform the contracting officer of its intention with regard to accepting the compulsory continuance of work under said order.

https://www.acquisition.gov/far/part-12#FAR_Part_12 https://www.acquisition.gov/far/subpart-12.1#FAR_12_102 https://www.justice.gov/civil/false-claims-act https://www.govinfo.gov/content/pkg/CFR-2018-title28-vol2/xml/CFR-2018-title28-vol2-sec85-5.xml

FAR 13.303 BPA (multiple-award) Solicitation # - 83310126Q13CA

The contractor shall have a 1-week from the time of notification from the government and/or issuance of a BPA Call Order to begin order services after security has provided the all-clear unless another timeframe is agreed to by the Ordering Contracting Officer (OCO). Commencement of performance in a domestic or foreign jurisdiction may constitute commencement of performance by the contractor.

A.6 Communications and Currency All communications oral, written or electronic, offer or proposal, and/or other in response to this solicitation and BPA(s) shall be in the English language. Offers or other communications received in other than the English language shall be rejected without evaluation or consideration.

All monetary values proposed and accepted shall be in United States Dollars (USD). Monetary values not in USD shall be rejected without evaluation or consideration.

A.7 52.216-1 Type of Contract.

As a Blanket Purchase Agreement (BPA) per the Federal Acquisition Regulations (FAR) Part 13.303 and 12, this acquisition will be treated as an acquisition of commercial products or commercial services. The contract format is generally IAW FAR 12.303, Contract Format for Acquisition of Commercial Products and Commercial Services.

As a Commercial Item, UNRESTRICTIVE per FAR 13.303, the government is making multiple-award Order Dependent (IDV allows pricing arrangement to be determined separately for each order) Blanket Purchase Agreement(s) (BPA(s)). NOTE: BPA Call Order(s) will be firm-fixed-price, labor-hour, or labor-hour level of effort, and/or time and material based on BPA Call Order scope.

(End of provision)

IAW FAR 12.214, the resulting contract is exempt from 48 CFR § 9903.201-1 - CAS applicability, Cost Accounting Standards (CAS).

Contractor is to provide best customer firm-fixed pricing to cover all the requirements per the MAS SIN(s) / Category(ies) / NAICS Code(s) identified in this solicitation. As a multiple-award BPA, fair opportunity will be provided per the ordering instructions identified in this solicitation exceeding the micro-purchase threshold.

II. Section B – Continuation of SF 1449 B.1 SUBMISSION OF INVOICES (CONTINUATION OF BLOCK 18(b) Offeror / contractor must be registered in the System for Award Management (SAM) https://www.sam.gov.

Invoicing instructions below will be provided upon receipt of an award. Reference APPENDIX A – BLANKET PURCHASE AGREEMENT (BPA) for additional invoicing instructions requirements.

Domestic – US Companies IPP Invoice Instructions o http://www.ipp.gov/vendors/index.htm EXIM needs one email for person to have access to IPP.

In the event that the contractor includes in its invoicing expenses incurred in foreign currency, the contractor must provide a citation to a commercially accepted currency conversion website http://www.ipp.gov/vendors/index.htm

FAR 13.303 BPA (multiple-award) Solicitation # - 83310126Q13CA that it used to convert the foreign currency amount to US Dollars. The date of the conversion shall be either the date that the expense was incurred, or the date that the contractor paid the provider/supplier.

Note, as agreeable to the BPA holder, EXIM may decide for alternative payments based on funding of a third-party relationship. This may include but not limited to borrower payments to the BPA holder or other like payment arrangements.

B.2 SCHEDULE OF SUPPLIES / SERVICES (CONTINUATION OF BLOCK 19-24)

For BPA Call Order(s), proposed pricing shall be in United States Dollars (USD) and rounded to the nearest whole cent.

Contractor is to provide labor categories, labor pools, labor mix, key personnel, or as otherwise defined to meet BPA Call Order(s) requirements.

This is a PRICED BPA. All pricing is to be identified within spreadsheet PRICE SHEET_Contract Attorneys.xlsx

For BPA Call Orders, CLIN structure will vary.

B.2.1. Fixed Price BPA Call Orders Fixed price orders are defined under Federal Acquisition Regulation (FAR) Subpart 16.2.

B.2.2. Time and Materials / Labor-Hour Orders T&M orders are defined under FAR Subpart 16.602.

B.2.3. BPA Call Order (Order) Pricing This IDV BPA provides flexibility to select various offerings from multiple vendors as determine fair and reasonable per the offered government rate.

B.3 GENERAL

B.3.1. CANCELLATION / TERMINATION POLICY

The US Government may terminate this IDV BPA or the period of performance of any order issued thereunder, for any reason, before or after the commencement of any work under an order. The US Government shall be liable for costs of a Termination for Convenience or Cause, as the case may be, IAW FAR 52.212-4. There is no required minimum guarantee for this IDV BPA.

Either party may cancel this IDV BPA in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party acknowledges the notice of cancellation.

Notwithstanding the cancellation of the BPA, awarded BPA Call Orders will continue to be performed within their terms.

B.3.2. LABOR STANDARDS AND WORK HOURS

All work performed by the prime contractor shall be performed in accordance with commercial business practices and regulated labor standards prevailing in the jurisdiction where the services are being performed. The contractor is responsible for ensuring that all such practices and labor standards are enforced and followed and agrees to hold harmless and indemnify the US Government for any violation of same.

FAR 13.303 BPA (multiple-award) Solicitation # - 83310126Q13CA

In addition to the days designated as Federal Government holidays IAW the Department of Labor (DOL), if the Government observes any other day designated by Federal statute, any other day designated by Executive Order, and any other day designated by a Presidential Proclamation, as a full or partial holiday. It is understood and agreed between the Government and the Contractor that observance of such holidays by the Government and Government personnel shall not otherwise be a reason for an additional period of performance, or entitlement of compensation to the Contractor, except under circumstances of a special tasking by the COR (as authorized by the Contracting Officer) that require Contractor personnel to work notwithstanding the designation of the Federal holiday. In the event the Contractor's personnel work during a Federal holiday at the discretion of the Contractor, such personnel may be compensated by the Contractor in accordance with its labor policies; however, no form of holiday or other premium compensation will be reimbursed by EXIM, either as a direct or indirect cost.

When the Federal, State, and/or local government grants excused absence to its/their employees, Operational Contractor personnel MUST CONTINUE TO WORK unless leave or non-chargeable hour is identified. If not an Operational Contractor, the Contractor agrees to continue to provide sufficient personnel to perform critical tasks already in operation or scheduled to be performed, and shall be guided by the instructions issued by the CO and COR.

If Government personnel are furloughed or otherwise unavailable to provide oversight to Contractor personnel, the Contractor shall contact the CO to receive direction as to its continued operations. The Government retains discretion to determine whether the Contract price/cost will be affected by the absence of Government personnel and the resulting impact upon the ability or propriety of continued Contract performance by some or all of the Contractor’s personnel. Generally, the following situations apply: 1. Contractor personnel that are able to continue contract performance (either on-site or at a site other than their normal workstation) without Government surveillance or oversight, in functions that continue to provide value to EXIM, shall continue to work and the contract price shall not be reduced or increased. 2. Contractor personnel not able or not required by the Government (due to the absence of Government personnel) to continue Contract performance (e.g., support functions) may be directed by the Government to cease their work effort. A concomitant adjustment to contract price may result from the permanent or temporary cessation of effort by Contractor personnel. Nothing in this clause abrogates the rights and responsibilities of the parties relating to "Stop Work" and “Changes” provisions as cited in other sections of this Contract.

B.3.3. SAFETY REQUIREMENTS

Reference FAR 52.212-4(q) and (r): the contractor shall comply with the US Occupational Safety and Health Administration's (OSHA) safety and health regulations and other such regulations applicable to the sites of the contractor’s performance of services, whether issued by a State within the US, or a foreign jurisdiction.

B.3.4. PERIOD OF PERFORMANCE (PoP) The period of performance for the BPA(s) resulting from this solicitation will be up to five (5) years which may be extended up to six (6) months per clause 52.217-8.

Contract Attorney support PoP is for an Initial-Base Period of 6 months.

The maximum period of performance under each order issued under the BPA(s) may be up to five (5) years from the date of award of the BPA Call order. A BPA Call Order issued prior to the date of

FAR 13.303 BPA (multiple-award) Solicitation # - 83310126Q13CA expiration of the IDV BPA may continue to be performed for the period of performance specified in the said order, notwithstanding the expiration of the BPA.

In accordance with (IAW) FAR 17.204(d), the period during which an option period may be exercised may extend beyond the contract completion date for service contracts. This is necessary for situations when exercise of the option would result in the obligation of funds that are not available in the fiscal year in which the contract would otherwise be completed due to government funding lapse or government shutdown. The option exercised period will be extended until 60 days after the funding lapse or the shutdown has ended, and the agency has received an appropriation.

IAW FAR 52.232-18 Availability of Funding and 52.232-19 Availability of Funds for the Next Fiscal Year, may be included at the BPA Call Order under circumstances as described in FAR 32.706-1(a) and (b).

B.3.5. PLACE OF PERFORMANCE – GENERAL

The Government anticipates the primary work location will be on-site at the EXIM Headquarters in Washington, DC. An exceptional resource located outside of the DMV area will be considered if working in the Firm / Contractor facilities outside of Washington, DC.

The contractor’s facilities may be located within CONUS, OCUNUS, or Foreign (overseas) areas. The contractor shall furnish all labor, materials, supervision, equipment, transportation necessary to conduct / document, or other to successfully complete performance of each order.

B.3.6. PLACE OF PERFORMANCE – OPERATIONAL CONTRACTORS

The primary place of performance will be the location identified by each issued BPA Call Order.

Operational contractors requiring access to EXIM facilities and/or IT systems shall comply with EXIM’s facilities and IT policies and requirements. Reference B.9.1.1 COMPLIANCE WITH INFORMATION TECHNOLOGY SECURITY POLICES, PROCEDURES, AND REQUIREMENTS for detail.

B.3.7. TRAVEL - Not applicable to this BPA.

B.3.8 CONTRACT CHANGES

EXIM reserves the right to modify the Scope of Work and or the terms/conditions of this BPA and/or BPA Call Orders, in response to changes in EXIM requirements, availability of funding, and conditions external to EXIM (i.e. in response to regulations or policies). Such changes to the Scope of Work and or the terms/conditions shall be within the general scope. Failure of the parties to reach a mutual agreement as to an equitable adjustment (upwards or downward) to accommodate the change shall be resolved pursuant to the Disputes clause of the Task Order.

In the event the Contractor effects any contractual changes at the direction of any person other than the CO, the change will be considered to have been made without authority and at the Contractor’s sole risk that it will not receive compensation for the changed work. Failure by the Contractor to report to the CO any action or request by Government personnel other than the Contracting Officer considered by the Contractor to be a change to the contract, or changes in conditions which the Contractor interprets as warranting change(s) in performance (i.e. a “constructive change”), within the specified number of days contained in FAR 52.243-7 (Notification of Changes), may constitute a waiver of the Contractor's potential right to an equitable adjustment based upon that change.

FAR 13.303 BPA (multiple-award) Solicitation # - 83310126Q13CA

The Contracting Officer (CO or KO) is the government employee empowered to bind the US Federal Government to the terms of a federal contract for the procurement of goods and/or services. Speak to the CO on all contractual matters and funding for your contract.

B.4 STATEMENT OF REQUIREMENTS (SOR)

B.4.0 Purpose As a strategic sourcing initiative, EXIM’s objective is to source Contract Attorneys under a secondment arrangement in support of EXIM to meet EXIM’s vital mission to support American job creation, prosperity, and security through exporting.

B.4.1 Introduction The contractor shall provide all personnel, equipment, supplies, facilities, transportation, tools, materials, supervision, and other items and non-personal services necessary to perform Contract Attorneys support as defined except for those items / services specified as government furnished equipment / property and services.

B.4.2 Background EXIM is an independent federal agency that helps create and maintain U.S. jobs by filling gaps in private export financing at no cost to American taxpayers. EXIM provides a variety of financing mechanisms, including working capital guarantees, export-credit insurance and financing to help foreign buyers purchase U.S. goods and services. More information may be obtained here: https://www.exim.gov/

B.4.3 Scope Description EXIM’s currently known interest is Contract Attorney support across EXIM.

Specific requirements will be identified at the BPA Call Order(s) level. The above and below is not exhaustive.

Contract Attorneys Statement of Requirements (SOR)

1.0 INTRODUCTION

The Contractor shall provide all personnel, equipment, supplies, facilities, transportation, tools, materials, supervision, and other items / services and non-personal services necessary to perform Contract Attorneys support as defined in this Statement of Requirements (SOR) except for those items / services specified as Government furnished property and services.

2.0 BACKGROUND

The Export Import Bank of the United States (“EXIM”) mission is focused on supporting American jobs by facilitating the export of U.S. goods and services worldwide. EXIM is not a typical Government agency in that it markets and sells its products and services – the sale of which is critical to supporting the mission, especially as it relates to Small Business customers. In this respect it operates similarly to private sector https://www.exim.gov/

FAR 13.303 BPA (multiple-award) Solicitation # - 83310126Q13CA financial institutions and must be supported by vendors with the appropriate experience, knowledge, and capabilities.

EXIM accomplishes it mission which includes,

• Corporate Finance – historical financial and business plan information

• Insurance Guarantee Finance – risk assessment for default or insolvency

• Sovereign Finance – government backed financial arrangement

• Transportation Finance – assets of infrastructure(s)

• Project Finance (PF) – multiple contracts fitting together (use of economic experts specialized in niche market and industry or a hybrid covering but not all-inclusive of finance, insurance, technical, political, environmental, engineering, security, legal, feasibility, and profit)

3.0 SCOPE

This scope encompasses all areas for an integrated approach with respect to Contract Attorneys to meet EXIM’s mission strategy, and consistency of EXIM requirements coverage.

Focus of this requirement is targeting Contract Attorney candidate resources that must have the following:

Origination Experience

• A minimum of at least four (4) years of overall experience in international finance. Experience is to include four (4) years of experience in origination stage drafting and negotiating (or supervising the drafting and negotiating with active involvement) of core finance and security documents (including, without limitation, credit agreements, common terms agreements, intercreditor agreements and liens, pledges and other security arrangements such as common security agreements; collectively “Core Documents”) in connection with domestic and international limited recourse project finance and other forms of highly structured and complex finance matters (“SPF Matters”), including at least 1 international limited recourse project financing, in each case involving representation of either a project sponsor or a senior lender or group of senior lenders (preferably including one or more multilateral lending agencies, export credit agencies and/or bilateral agencies or other United States federal government agencies), both within the U.S. and internationally, as well as other forms of highly structured domestic and cross-border finance.

• At least one (1) year of experience with respect to the types of financings and work described above in a capacity as lead associate in drafting and negotiation of the described types of documents.

Sectoral Experience

Experience of the type described under “Origination Experience” above involving at least two of the following sectors (“Covered Sectors”) and types of matters specified:

(a) Space Sector – identify experience in two or more of the following types of financings:

FAR 13.303 BPA (multiple-award) Solicitation # - 83310126Q13CA

• GEO satellites (specify if communications, earth observation (weather or environmental monitoring) or hybrid satellites);

• LEO satellites (specify if (i) communications satellite constellations, (ii) earth observation satellites (specify if weather or environmental monitoring), (iii) scientific research satellites (specify if atmospheric studies, space weather monitoring or other), or (iv) CubeSats or other small satellites;

• launch services; and/or

• other space-sector services (describe).

(b) Telecommunications & Technology Sectors – identify experience in two or more of the following types of financings:

• non-satellite telecommunications;

• microchips;

• semiconductors; and/or

• other advanced or high-technology manufacturing (describe).

(c) Energy & Natural Resources Sectors – identify experience in two or more of the following types of financings:

• oil extraction and production;

• oil refining;

• oil or gas pipelines (or other delivery structures for liquified natural and/or other gas and/or oil);

• liquified natural gas (LNG);

• gas-fired or coal-fired power plants;

• nuclear power plants; and/or

• thermal or renewable power projects (solar, wind, hydro, etc.), identifying if utility scale.

(d) Mining Sector – identify experience in one or more of the following types of financings:

• mining (excluding integrated mine-rail-port projects); and/or

• integrated mine–power–rail or integrated mine-power rail-port (specify which);

(e) Industrial Projects Resources Sectors – identify experience in one or more of the following types of

• basic industry manufacturing; and/or

• petrochemicals

(f) Infrastructure & Transport Sectors – identify experience in two or more of the following types of

• airports;

• seaports;

• rail infrastructure;

• other transportation infrastructure (describe); and/or

• other large-scale infrastructure (describe).

Not the focus of this requirement, however, should future needs arise, EXIM may benefit from Contract Attorney candidate resources with experience in the following areas:

FAR 13.303 BPA (multiple-award) Solicitation # - 83310126Q13CA

• Litigation, Arbitration and Alternative Dispute Resolution

• Compliance

• Administrative Law

• Other general legal issues support not covered by above areas of expertise

Description of Services: The Contract Attorney shall provide legal services to EXIM in accordance with the awarded BPA Call Order (collectively, including the additional services described below, the “Services”).

The Contractor shall perform the services as a non‑personal services contractor, in accordance with the requirements of this contract, with Government input on technical and general guidance of requirements, priorities, and deliverables provided by the COR and coordination with the SMEs such as the Assistant General Counsel for Structured Project Finance (AGC-SPF), EXIM Office of the General Counsel (OGC), and other EXIM staff. The services provided by each resource shall include:

• Providing legal advice and recommendations on a broad range of questions relating to: (a) SPF Matters, (b) general financing issues relating to the Covered Sectors, and (c) implementation of EXIM’s programs generally.

• Providing legal drafting and negotiation support for SPF Matters in Covered Sectors financings involving extending loans and guarantees, including, without limitation, Core Documents.

• Drafting memoranda and other related written materials for submission to the EXIM Board of Directors and other senior management relating to transactional and other matters and support the COR and SME (AGC-SPF) in preparation and presentation of such technical materials.

• Providing analytical, advisory, and technical support in discussions, negotiations and consultations with financing applicants, U.S. federal government agencies (such as the Departments of Commerce, Treasury and State and the Office of the U.S. Trade Representative), U.S. state and local government agencies, foreign government officials, multilateral lending agencies, export credit agencies and/or bilateral agencies and other financial institutions.

• Undertaking discrete, Government‑defined tasks of importance to EXIM, as identified by the COR and SME (AGC-SPF), involving policy analysis, legal research, and advisory analysis of applicable authorities, and developing recommendations and alternative options for Government consideration in support of EXIM’s resolution of issues.

Deliverables:

The Contractor shall submit all work products to the COR and SME (AGC-SPF) for review, comment, and acceptance.

The Contractor shall provide written work product upon request and at agreed upon dates.

The Contractor shall submit all work products the COR and SME (AGC-SPF) for review, comment, and acceptance.

FAR 13.303 BPA (multiple-award) Solicitation # - 83310126Q13CA

The Contractor shall commence work immediately upon receipt of Task Order award.

The Contractor shall conduct virtual or in person meetings, as required with EXIM OGC and SME. The Contractor’s primary point of contact will be the COR and SME, with input as needed from other EXIM staff.

The Contractor shall make itself available to provide advice relating to all issues outlined above, as well as answering questions raised in the course of the Contractor’s review, and undertaking such other related tasks as may be requested.

US Citizenship and Other Requirements

(a) Definition. Sensitive information, as used in this clause, means any information that is proprietary data or, if subject to unauthorized access, modification, loss, or misuse, could adversely affect the national interest, the conduct of Federal programs, or the privacy of individuals specified in The Privacy Act, 5 U.S.C.

552a, but has not been specifically authorized under criteria established by an Executive Order or an Act of Congress to be kept secret in the interest of national defense or foreign policy.

(b) Work under this contract may involve access to EXIM facilities or sensitive information or resources (e.g., information technology including computer systems). To protect sensitive information, which shall not be disclosed by the contractor unless authorized in writing by the Contracting Officer (CO) or SME (OGC-SPF), the Contractor shall provide training to any contractor employees authorized to access sensitive information, and upon request of the Government, provide information to assist the Government in determining an individual's suitability to have authorization.

(c) The Contracting Officer may require dismissal from work under this contract of those employees deemed incompetent, careless, insubordinate, unsuitable, or otherwise objectionable, or whose continued employment is deemed contrary to the public interest or inconsistent with the best interest of national security.

(d) Contractor employees working on this contract must complete such forms as may be necessary for security or other reasons, including the conduct of background investigations to determine suitability.

Completed forms shall be submitted as directed by the Contracting Officer. Upon the Contracting Officer's Representative (COR) or SME (OGC-SPF) request, the Contractor's employees shall be fingerprinted or subject to other investigations as required.

(e) The Contractor shall ensure that contractor employees working on this contract are citizens of the United States of America.

(f) Subcontract flow-down requirement. The Contractor shall include this clause, including this paragraph (f), in subcontracts whenever this clause is included in the prime contractor's contract.

Contract Attorney Resource(s) Sought

FAR 13.303 BPA (multiple-award) Solicitation # - 83310126Q13CA

Firm / Contractor is to specify the number of resource(s) and their availability for the duration of the base (estimated 6-months) and if any 6-month option period may also be available. The Government reserves the right to evaluate performance of assigned Contract Attorney personnel as part of its ongoing quality control. In the event, Contract Attorney assigned personnel do not meet Government needs, the Firm / Contractor will replace such Contract Attorney personnel within 14 days with another resource that is acceptable to EXIM.

The Government anticipates that each assigned “Contract Attorney” will perform on a schedule commensurate with Government employees (e.g. 40 hours per week as a Level-of-Effort (LoE)).

In recognition of the non-monetary compensation accruing to the offeror by virtue of performing these services, the Government may elect to rotate opportunities among each firm responding to this requirement based upon the proposals received in response to the solicitation.

In your written response, describe your approach, the labor category(ies) within the 40 hours per week as a Level-of-Effort (LoE) to accomplish the scope per the attachment herein, along with the discounted price being offered to EXIM. The Government directs offerors attention to Appendix #1 SPF_express acknowledgement.pdf. Price proposal should reflect a reduced hourly rate for each labor category based upon the non-monetary compensation described in Appendix #1 SPF_express acknowledgement.pdf.

This BPA is EXIM-wide to cover requirements for a multitude of EXIM offices. Below offices are not to be considered all-inclusive as EXIM’s mission and organizational structure may change over time.

Office of General Counsel The Office of General Counsel (OGC) serves as EXIM’s strategic legal advisor, delivering high-quality, solution-oriented counsel that supports mission execution while safeguarding institutional integrity. In addition to its role in transactional matters, OGC provides legal guidance on a wide range of matters including Charter compliance, contracts, employment law matters, litigation, policy, new initiatives or discrete issues of interest, and Board governance. It plays a central role in identifying and mitigating legal and reputational risks, ensuring adherence to governing laws and regulations, and enabling sound, transparent decision-making across the agency. OGC attorneys are embedded with deal teams to provide real-time legal advice on transactions, helping structure deals that are both commercially sound and legally compliant. OGC also maintains a professional relationship with counsel in the Office of Inspector General (OIG), working collaboratively to mitigate issues and enhance effective cooperation consistent with the Inspector General Act. Through its work in transactional support, dispute resolution, policy development, and governance, OGC helps advance EXIM’s mission while upholding the highest standards of legal excellence and public trust.

Office of Board Authorized Finance The Office of Board Authorized Finance (OBAF) is primarily responsible for transactions underwritten for presentation to the Board of Directors, as well as the disbursement1, monitoring, and management of such transactions. OBAF is composed of three underwriting divisions (Transportation, Project Finance, and Global Infrastructure), the Engineering and Environment division, the Credit Administration and Claims Processing division, and the Asset Management and Transportation Portfolio Management divisions.

Office of Program on China and Transformational Exports

FAR 13.303 BPA (multiple-award) Solicitation # - 83310126Q13CA

The China and Transformational Exports Program (CTEP), created under EXIM’s 2019 reauthorization, helps U.S. exporters compete with Chinese firms in ten strategic sectors including AI, 5G, and semiconductors.

CTEP identifies potential borrowers, issues Letters of Interest, and supports loan applications. It also provides determinations documenting Chinese competition using diverse intelligence sources.

Office of Global Business Development Currently, the Office of Global Business Development (GBD) reports into the office of the Chair. GBD is responsible for marketing the bank’s products; generating, qualifying and nurturing leads; early-stage transactional development; and managing EXIM Bank partnerships and interagency activities. GBD consists of four staff (three FTEs and one internal detail) that are geographically assigned and concentrates business development efforts on international customers and partners with a particular focus on the bank’s medium and long-term products. GBD also helps promote and amplify Congressional Mandates and administration initiatives, such as CTEP and MMIA. While leads develop, GBD works cross-divisionally on promising leads for conversion to applications.

Office of Small Business The Office of Small Business (OSB) is responsible for facilitating the export of U.S. goods and services provided by small businesses. OSB chairs EXIM's Small Business Committee and manages EXIM's network of regional branches and outreach efforts, training, and product development. OSB also underwrites Short- Term EXIM products (including Working Capital Loan Guarantees, Supply Chain Loan Guarantees, and Export Credit Insurance) and Medium-Term Industrial (non-aircraft) Guarantees and Insurance.2

Office of Policy Analysis and International Relations The Office of Policy Analysis and International Relations (OPAIR) is responsible for research and analysis related to EXIM’s competitiveness, advising on programs, policies, and procedures to ensure their effectiveness and efficiency, and formulating negotiating positions and partnerships that support the pursuit of EXIM’s mission and mandate in international for a such as the Organization for Economic Cooperation and Development (OECD), the Berne Union, and the G7 Heads of ECAs meeting.

1. This generally includes transactions in excess of $25 million and transactions of any size that have particular economic impact or environmental characteristics.

2. Generally, transactions in these product areas still require Board of Directors approval if greater than $25 million (greater than $50 million for short-term insurance policies where the Primary Source of Repayment is a financial institution or for working capital transactions under Fast Track).

4.0 PERFORMANCE REQUIREMENT SUMMARY (PRS)

The Contractor service requirements are summarized into performance objectives that relate directly to mission essential items. The performance threshold briefly describes the minimum acceptable levels of service required for each requirement. These thresholds are critical to mission success.

Task or Deliverable

Performance Standard

Acceptable Quality Level

(AQL)

Surveillance Method

Performance Rating

Incentives / Disincentives

FAR 13.303 BPA (multiple-award) Solicitation # - 83310126Q13CA

Schedule On time

All deliverables as described in the BPA Call Order and specified in the approved Schedule of Deliverables

100% Inspection

Exceptional, Very Good, Satisfactory, Marginal, or Unsatisfactory

Positive or negative CPARS rating

Cost Control

According to the FFP listed in the approved budget per task in the schedule of deliverables.

Working without funds or a funded BPA Call Order is unacceptable.

All deliverables as described in the BPA Call Order and specified in the approved Schedule of Deliverables

100% Inspection

Exceptional, Very Good, Satisfactory, Marginal, or Unsatisfactory

Positive or negative CPARS rating

Business Relations

Professional and respectful of all parties

Regular and ad-hoc meetings between contractor and…