EXIM_OBAF_Statement_of_Work_DRAFT_1.pdf

DRAFT Statement of Work

1 General Information

1.1 Background

The Office of Board Authorized Finance (“OBAF”) is requesting contractor support to assist existing OBAF deal teams on the diligence, underwriting, and documenting of senior secured credit facilities for the programs and initiatives offered by the Export-Import Bank of the United States (“EXIM”). Support services will be assigned to specific divisions within OBAF and tasked with supporting the underwriting function to determine if an applicant / borrower is credit worthy and a transaction is suitable for EXIM’s Board of Directors’ consideration.

1.2 Objective

OBAF is seeking to supplement aspects of its underwriting responsibilities in three (3) distinct areas: (i) Make More in America Initiative (“MMIA”); (ii) Supply Chain Resiliency Initiative (“SCRI”); and (iii) Engineering and Environmental (“E&E”).

Make More in America Initiative (MMIA) is EXIM’s domestic financing program. The initiative aims to revitalize American manufacturing, strengthen the resiliency of supply chains, bring good-paying jobs back to the United States, and level the playing field for American companies as they compete around the world. To date, EXIM’s activities with this initiative have supported general manufacturing, mineral processing and early-stage technology companies. Loans to support these companies tend to be highly-structured cash flow loans.

Supply Chain Resiliency Initiative (SCRI) is a new EXIM initiative that finances overseas mines to develop non-People’s Republic of China (PRC) sources of critical minerals. In return, these mines sign long-term off take contracts with U.S. companies, ensuring a stable supply of critical minerals. The goal is to decrease reliance on the PRC for critical minerals and to protect and create U.S. jobs in key industries such as battery and battery storage; automotive; and semiconductor manufacturing. OBAF anticipates that most of the loans extended under the SCRI initiative will be non-recourse / project financings.

Engineering & Environment Division (E&E) conducts technical; environmental and social reviews of transactions; provides evaluations of transactions to EXIM underwriters; and monitors the performance of financed projects. E&E’s “cradle to grave” involvement with transactions enables EXIM to identify and mitigate project performance issues that may affect debt repayment and impact EXIM’s reputational risk.

E&E also advises EXIM’s Board, Senior Management, staff and external stakeholders on technical and environmental issues of transactions, as well as certain policies that may affect EXIM’s financial decision-making process.

1.3 Period of performance

The contract will have a base year and four option years. Period of performance will commence upon the awarding of a contract.

1.4 Place of Performance

EXIM headquarters located at 811 Vermont Avenue, NW, Washington, DC 20571, physical space offered by the Contractor, or remote work subject to EXIM approval. EXIM has standard contract language for telework/remote by contractors.

1.5 Anticipated Travel

Travel may be necessary for diligence purposes and is not expected to exceed 25% of the time. Travel may involve non-Government workdays and weekends.

1.6 Government Furnished Equipment

EXIM has standard contract language addressing GFE and virtual desktop interface (VDI) for contract employees.

2 General Requirements

This section describes the general requirements for this effort. The following sub-sections provide details of various considerations on this effort.

2.1 Non-Personal Services

The Government shall neither supervise contractor employees nor control the method by which the contractor performs the required tasks. Under no circumstances shall the Government assign tasks to, or prepare work schedules for, individual contractor employees. It shall be the responsibility of the contractor to manage its employees and to guard against any actions that are of the nature of personal services or give the perception of personal services. If the contractor believes that any actions constitute, or are perceived to constitute personal services, it shall be the contractor's responsibility to notify the Procuring Contracting Officer (PCO) immediately.

2.2 Business Relations

The contractor shall successfully integrate and coordinate all activity needed to execute the requirement.

The contractor shall manage the timeliness, completeness, and quality of problem identification. The contractor shall provide corrective action plans, proposal submittals, timely identification of issues, and effective management of subcontractors. The contractor shall seek to ensure customer satisfaction and professional and ethical behavior of all contractor personnel.

2.3 Contract Administration and Management

The following subsections specify requirements for contract, management, and personnel administration.

2.3.1 Contract Management

The contractor shall establish clear organizational lines of authority and responsibility to ensure effective management of the resources assigned to the requirement. The contractor must maintain continuity between the support operations for OTAR and the contractor's corporate offices.

2.3.2 Contract Administration

The contractor shall establish processes and assign appropriate resources to effectively administer the requirement. The contractor shall respond to Government requests for contractual actions in a timely fashion. The contractor shall have a single point of contact between the Government and Contractor personnel assigned to support contracts or task orders. The contractor shall assign work effort and maintaining proper and accurate time keeping records of personnel assigned to work on the requirement.

2.3.3 Personnel Administration

The Government estimates that this task will require a level of effort of approximately 13,440 hours for the period of performance. Please note that the Government estimate is only communicated to describe the approximate or estimated level of effort for these tasks and is not to be construed as either a maximum or minimum level. The Government is seeking the best level of effort and labor mix that the Contractor feels is right to accomplish the requirements described in this SOW.

The contractor shall provide the following management and support as required. The contractor shall provide for employees during designated Government non-workdays or other periods where Government offices are closed due to weather or security conditions. The contractor shall maintain the currency of their employees by providing initial and refresher training as required to meet the SOW requirements.

The contractor shall make necessary travel arrangements for employees. The contractor shall provide necessary infrastructure to support contract tasks

The contractor shall provide administrative support to employees in a timely fashion (time keeping, leave processing, pay, emergency needs).

Estimated Staffing

The scope of this Call Order is estimated to include the following staff:

Labor Category Estimated Hours Senior Financial Analyst/Underwriter 7,680 Mining Engineer 1,920 Environmental Engineer III 3,840 Total 13,440

2.4 Subcontract Management

The contractor shall be responsible for any subcontract management necessary to integrate work performed on this requirement and shall be responsible and accountable for subcontractor performance on this requirement. The prime contractor will manage work distribution to ensure there are no

Organizational Conflict of Interest (OCI) considerations. Contractors may add subcontractors to their team after notification to the Procuring Contracting Officer (PCO) or Contracting Officer Representative (COR).

Cross teaming may or may not be permitted.

3 Scope of Work

OBAF’s needs are very specific (as detailed below) and require requisite experience to contribute meaningfully to the proper underwriting of transactions in the areas cited above.

2.1 Key Personnel

The contractor positions below are considered key personnel. Once key personnel are identified, they shall not be replaced without prior Government approval. All proposed substitutions shall meet or exceed the qualifications of the person to be replaced. The CO and COR shall be notified in writing of any proposed substitution at least 30 days in advance of the proposed substitution. Such notification shall include:

• An explanation of the circumstances necessitating the substitution.

• A complete resume of the proposed substitute personnel.

• Any other information requested by the CO to enable judgment as to whether or not the Contractor is maintaining the same high quality of personnel that provided the basis for award.

The contractor shall accomplish the assigned work by employing and utilizing qualified personnel with appropriate combinations of education, training, and experience. The Contractor shall provide the necessary resources and infrastructure to manage, perform, and administer the contract.

Senior MMIA Loan Officers GS-14 (USG Equivalent) VP or higher (Banking Equivalent) The candidate is responsible for the complete underwriting and documentation of senior loans in EXIM’s Make More in America domestic finance initiative. The candidate is primarily responsible for executing corporate / leveraged loans, managing the due diligence process with borrowers and sponsor clients, and leading the internal deal team process. Additionally, the candidate will be responsible for overseeing the production and content of materials for internal approval committees. The candidate must possess extensive corporate and/or leveraged finance experience and is a subject expert in the identification of risk; credit analysis; financial forecasting and modeling; loan structuring (term sheets; credit agreements) and loan negotiation. Expert knowledge of certain industries such as manufacturing, energy storage and efficiency, technology, critical minerals/mining is a plus. Ability to apply core leveraged finance skills to new sectors is also a plus.

Candidate must have seven (7) years of experience in the areas cited above.

Senior Commodity Sector Loan Officer GS-14 (USG Equivalent) VP or higher (Banking Equivalent) The candidate will coordinate interdisciplinary teams advising domestic and international commercial clients on project finance transactions. Responsibilities will include advising on financial due diligence and research for commodity related sector opportunities, including mining/critical minerals, and oil & gas.

Advise on financial and commercial agreements (construction contracts, operations and maintenance contracts, off-take agreements, etc.) for transactions and projects. Additionally, the candidate will be responsible for reviewing the production and content of materials for internal approval committees. The candidate must possess extensive project finance experience and is a subject expert in the identification of risk; credit analysis; financial forecasting and modeling; loan structuring (term sheets; credit agreements) and loan negotiation.

Candidate must have seven (7) years of experience in the areas cited above.

Environmental Engineer GS-14 (USG Equivalent) VP or higher (Banking Equivalent) The candidate serves as a senior Environmental Engineer or a General Physical Scientist and a senior environmental and social impact expert for project related transactions and undertakes the evaluation of various projects. Serves as an Environmental Engineer or Physical Scientist and a recognized Senior Environmental and Social Analyst. Is a professional authority on the environmental and social aspects of export finance and the program objectives of EXIM Bank. Serves as a subject-matter professional expert in all phases of the assessment, compilation, implementation, and maintenance of EXIM’s Environmental & Social Due Diligence Procedures and Guidelines (ESPG). Uses environmental scientific mastery expertise as an environmental engineer or Physical Scientist which is required to oversee, monitor, and complete project related transactions, and to undertake the evaluation of the project throughout the implementation, construction, and operating phases. Provides consultation to domestic and international stakeholders regarding health, environmental and natural resources issues associated with exposures to environmental contaminants and chemical toxins. Completes EXIM’s environmental assignments, initiatives, activities, and projects which affect the work of various environmental engineer and scientific experts, top officials, or affects the development of major segments of the agency’s programs.

The candidate must obtain and maintain a national security Secret clearance.

Mining Engineer GS-14 (USG Equivalent) VP or higher (Banking Equivalent) The candidate serves as a senior Mining Engineer expert with a primary responsibility for conducting mining engineering technical reviews; and the monitoring of transactions for foreign projects that are subject to compliance with EXIM's statutory requirements and financial lending procedures, policies, and guidelines. Serves as a Senior Mining Engineer expert and a recognized professional authority regarding mining and mineral processing related to large export finance and domestic development projects, and the program objectives of EXIM Bank. Serves as a professional mining spokesperson to Bank customers and stakeholders on all aspects of the Bank’s mining policies and procedures. Contributes to improving Bank practices and policies working in collaboration with special groups and ad-hoc committees. Performs professional engineering and scientific work to explore, remove, and transport raw metals, nonmetallic minerals, and solid fuels from the earth. Works with a variety of mineral substances to include metal ores;

nonmetallic minerals; and solid fuels and energy sources; working with mining systems, including underground mining; surface mining; solution mining; and placer mining; and traditional mining activities, including the heavy construction industry (involving rock excavation and support for highways, tunnels, dams, power stations, and underground chambers) and exploration and development of mineral deposits located under large bodies of water. Serves as a subject-matter professional expert in all phases of the assessment, compilation, implementation, and maintenance of EXIM’s Mining guidance and the Environmental & Social Due Diligence Procedures and Guidelines (ESPG).

The candidate must obtain and maintain a national security Secret clearance.

Work Expectations and Limitations

1. Contractors will be permitted to perform tasks to include, in whole or in part, as follows:

a. Perform comprehensive due diligence on a potential borrower’s application, including but not limited to, financial statement analysis; financial modeling and projections, reviewing the defensibility of projection assumptions, competitive analysis; industry benchmarking;

technical analysis; environmental and social impact etc.;

b. Draft Transaction Review Committee (“TRC”) memoranda, attending TRC briefings and responding to questions from TRC members;

c. Sign, drafting and/or revising Board memoranda or Individual Delegated Authority (“IDA”) memoranda;

d. Attend briefings for members of the Board of Directors and responding to queries from Directors, both during and after briefings or at the Board meeting (which EXIM Federal staff will attend and will be copied on any emails to Directors); and

e. Participate in the negotiation of term sheets, commitment letters, and credit agreements.

2. When addressing the TRC, presenting at a Board meeting, or briefing members of the Board of Directors, Contractors will provide a verbal disclaimer along the lines of: “I have been hired as an external contractor to assist EXIM with certain duties. As such, I do not have decision making authority and do not exercise any inherently governmental functions on behalf of EXIM.”

3.1 Security Requirements and Data Restrictions

EXIM has standard contract language addressing security requirements and data restrictions.

3.2 Personnel Requirements

Contractors must have a demonstrated proficiency in the disciplines described above. Contractors will be given support and training on specific EXIM policies and procedures necessary to function as an active member of a deal team.

3.3 Data Rights

EXIM has standard contract language addressing data rights.

4 Contracting Officer Representative (COR)

The Contracting Officer will designate, in writing, a COR. The COR will have authority to take certain actions specifically provided and within the limitations prescribed in the designation. A copy of the designation will be furnished to the Contractor. In no event will the COR, by virtue only of his/her designation as such, be empowered to execute or agree to any contract modification thereof. The Contracting Officer will retain the ultimate responsibility for the administration of the contract. Any discrepancy resulting from coordination with or advisement from the COR shall be addressed, in writing, to the Contracting Officer. The COR monitors all technical aspects of the contract and assists in contract administration. The COR is authorized to perform the following functions: Assures that the Contractor performs the technical requirements of the contract; performs inspections necessary in connection with contract performance; maintains written and oral communications with the Contractor concerning technical aspects of the contract; issues written interpretations of technical requirements, including government drawings, designs, specifications; monitors Contractor's performance and notifies both the CO and Contractor of any deficiencies; coordinates availability of government furnished property, and provides site entry of Contractor personnel.