FCSIC Statement of Work for Enhancing the Allowance for Insurance Fund Analysis -12-19-2023.pdf

STATEMENT OF WORK

Enhancing the Allowance for Insurance Fund Loss Analysis Request for Proposal Number: RFP-23-FCSIC-002

Farm Credit System Insurance Corporation 1501 Farm Credit Drive

McLean, VA 22102 www.fcsic.gov

Contents Summary of Solicitation Sections

Section A. GSA’s SF-33 for Solicitation, Offer, and Award

Section B. Services and Prices/Costs

B.1 BACKGROUND

B.2 SOW PRICING

B.2.1 Time and Material Labor Rates - Response Matrix

Section C. Description/Specifications/Work Statement

C.1 SCOPE

C.2 CONTRACTOR RESPONSIBILITIES AND REQUIREMENTS

Section D. Packaging and Marking

Section E. Inspection and Acceptance

Section F. Deliveries or Performance

F.1 CONTRACT TYPE, VALUE, AND PERIOD OF PERFORMANCE

F.2 PERIOD OF PERFORMANCE

Section G. Contract Administration Data

G.1 RESPONSIBILITY FOR INSPECTION AND ACCEPTANCE

G.2 REQUIRED GOVERNMENT EFFORTS

G.3 PLACE OF PERFORMANCE AND ACCEPTANCE

G.4 ALL WORK PERFORMED IN THE UNITED STATES

G.5 CONTRACTING OFFICER’S AUTHORITY

G.6 CONTRACTING OFFICER REPRESENTATIVE

G.7 CONTRACTING OFFICER REPRESENTATIVE AUTHORITY

G.8 CONTRACT

G.9 INFORMATION TECHNOLOGY POLICIES AND PROCEDURES

G.10 SECURITY BACKGROUND REQUIREMENTS

G.11 COMPLIANCE WITH FIPS/FISMA AND CUI

G.12 CONFIDENTIALITY AGREEMENT

G.13 RIGHT TO CONTRACT FOR OTHER SERVICES

G.14 SUBCONTRACTING

G.15 RIGHT OF SUBSTITUTION

G.16 CLAIM FOR RELIEF

G.17 NO EMPLOYER-EMPLOYEE RELATIONSHIP

G.18 NOTICE TO FCSIC OF DELAYS

G.19 NO IDEMNIFICATION

G.20 NO UNPAID FEDERAL TAX LIABILITY

G.21 TERMINATION CLAUSE

G.22 CLAUSES INCORPORATED BY REFERENCE

G.23 METHOD OF PAYMENT

G.24 EQUAL OPPORTUNITY

G.25 JOINT AND SEVERAL LIABILITY

G.26 NO ASSIGNMENT……………………………………………………………………… 21

G.27 ADVERTISING AND PUBLICITY

G.28 CONTINUITY OF SERVICE ...…………………………………………………………21

G.29 COMPLIANCE WITH SECTION 508

Section H. Special SOW Requirements

H.1 KEY PERSONNEL

H.1.1 All Key Personnel shall have, at a minimum, the following qualifications:

H.2 LIMITATIONS ON SUBSTITUTION

H.3 QUALIFICATIONS AND ACCEPTANCE OF KEY PERSONNEL SUBSTITUTIONS

H.4 REMOVAL OF PERSONNEL

H.5 CONFLICTS OR POTENTIAL CONFLICTS OF INTEREST THAT ARISE OR ARE

DISCOVERED AFTER AWARD

Section I. Contract Clauses

Section J. List of Attachments

Section K. Representations, certifications, and other statements of offerors or respondents

K.1 CONFLICTS OF INTEREST

Section L. Instructions, Conditions, and Notices to Offerors or Quoters

L.1 SINGLE AWARD

L.2 TYPE OF ORDER

L.3 FORMAT AND INSTRUCTIONS FOR PROPOSAL PREPARATON AND

SUBMISSION

L.3.1 GENERAL – SOLICITATION REQUIREMENTS

L.3.2 Volume I – Standard Form of Contract and Price Proposal

L.3.3 Volume II – Technical Proposal Information

L.3.4 INQUIRIES

L.4 INCURRING COSTS

L.5 PROPOSALS NOT SELECTED

L.6 PENALTY FOR MAKING FALSE STATEMENTS

L.7 DEADLINE FOR SUBMISSION OF QUESTIONS

Section M. Evaluation Factors for Award

M.1 PROPOSAL PREPARATION

M.2 CLARITY AND COMPLETENESS

M.3 EVALUATION OF PROPOSALS

M.4 PRICE PROPOSAL

M.5 TECHNICAL PROPOSAL

Attachment A – GSA Standard Form 33

Attachment B – PPM 902 – Information Technology (IT) Security and Privacy Policy (FCA)

STATEMENT OF WORK

FCSIC - Enhancing the Allowance for Insurance Fund Loss Analysis

Summary of Solicitation Sections

Section Description Offeror Response

A GSA’s Standard Form for Solicitation, Offer, and Award

Complete items 12-18 and return in the Price/Cost Volume (Vol. I).

B Services and Prices/Costs Complete and return the pricing charts and subtotals/totals with price/cost information in Vol. I

C Description/Specifications/Work Statement

State compliance with and /or respond to as required in the Technical Volume (Vol.

II)

D Packaging and Marking This section not applicable.

E Inspection and Acceptance This section not used. See Section G1.

F Deliveries or Performance State compliance with and/or respond to as required in Vol. II

G Contract Administration Data State compliance within Vol. I

H Special Contract Requirements State compliance within Vol. I

I Contract Clauses This section not used.

J List of Attachments Attachment A should be completed and returned with the solicitation. Attachment B is for reference.

K Representations, certifications, and other statements of offerors or respondents

State compliance with and/or respond to as required in Vol. II

L Instructions, Conditions, and Notices to Offerors

No response required, instructional

M Evaluation Factors for Award Please make sure to respond to specific evaluation items in M.5 in Vol II response.

Section A. GSA’s SF-33 for Solicitation, Offer, and Award

See attached Standard Form SF-33 as attachment A.

Section B. Services and Prices/Costs

B.1 BACKGROUND

The Farm Credit System Insurance Corporation (FCSIC or Corporation) is an independent federal government-controlled corporation whose primary purpose is to insure the timely payment of principal and interest on insured debt obligations issued on behalf of the Farm Credit System (System) banks. FCSIC’s primary asset is the Farm Credit System Insurance Fund (Insurance Fund) that it manages to protect investors in insured debt obligations. As of September 30, 2023, FCSIC had approximately $6.78 billion in its investment portfolio to cover approximately $402 billion in Systemwide debt obligations.

FCSIC prepares its financial statements on an accrual basis using generally accepted accounting principles (GAAP). To be consistent with GAAP, FCSIC must recognize an allowance for loss on its financial statements if a loss to the Insurance Fund is probable and can be reasonably estimated. A loss to the Insurance Fund occurs when a System bank defaults on an insured debt obligation and FCSIC must use the Insurance Fund to pay the obligation. (This assumes that no other System institution is willing or able to voluntarily assist the defaulting bank to avoid a payout from the Insurance Fund).

FCSIC has developed an Allowance for Insurance Fund Loss Procedure to evaluate the level of risk an insured bank poses to the Insurance Fund. FCSIC employs a risk matrix that contains general measures, financial ratios, and thresholds for assessing insurance risk. The risk matrix is divided into low-risk, medium-risk, and high-risk categories. Any System bank that breaches a medium- or high-risk threshold is closely scrutinized to determine whether a loss to the Insurance Fund is probable and can be reasonably estimated.

System bank losses could originate from investments, individual borrower loans and/or association direct notes. The probability of bank default related to any of these asset classes is generally very low. However, some associations are very large and a large association failure may cause its funding bank to default on its insured debt, exposing the Insurance Fund to losses.

This Statement of Work (SOW) consists of the following tasks:

Task 1:

Review FCSIC’s Allowance for Insurance Fund Loss Procedure, Evaluate and opine on the appropriateness of the insurance risk matrix thresholds, and

Develop enhancements to the current methodology for determining when a loss to the Insurance Fund is probable.

Task 2:

Develop a high-level project plan for creating a model that computes a probability of default for each System bank and association, and Develop a high-level project plan for building out a loss given default rating system for the banks and associations in the System.

Task 3:

Additional advice and analytical support related to FCSIC’s risk management process as requested.

The words Contractor and Offeror are used interchangeably in this SOW. As described in further detail in sections L and M below, each Offeror that submits a bid to perform the work in this SOW will need to submit two separate proposal volumes consisting of a price volume (also referred to as Price Proposal or Volume 1) and a technical volume (also referred to as Technical Proposal or Volume 2). Together, the two volumes, Price Proposal and Technical Proposal, are considered the Offeror’s Proposal.

B.2 SOW PRICING

In the delivery of the services for Task 1 and Task 2, the Contractor shall be reimbursed at the fixed hourly rates stated in Sections B.2. The rates proposed by the Contractor shall be inclusive of all costs expected to be incurred by the Contractor. The proposed rates shall include all discounts, which may apply to any line item or the proposed services as a whole. The estimated number of hours, the rate per hour, and the extended total for each category of service is to be provided in the charts below. These figures will be used in the cost and technical analysis only and will not be the basis for reimbursement of services rendered. Reimbursement of services rendered will be based on properly submitted and documented invoices of work actually performed; the total cost of the services performed under the Task 1 and Task 2 portions of the contract shall not exceed the ceiling amounts proposed by the Contractor.

For the delivery of Task 3, the Contractor shall be reimbursed at the fixed hourly rates stated in Sections B.2 for Task 3. There is no ceiling for Task 3.

B.2.1 Time and Material Labor Rates - Response Matrix:

Primary Tasks

Labor Category

Proposed Hourly Rate

Contractor’s Estimated

Hours

Total Cost

Task 1

(include ceiling)

Task 2

(include ceiling)

Task 3

N/A

N/A

TOTAL

Section C. Description/Specifications/Work Statement

C.1 SCOPE

FCSIC is seeking professional expertise to enhance its ability to determine whether a loss to the Insurance Fund is probable and can be reasonably estimated. The prospective contractor will review FCSIC’s existing allowance for Insurance Fund loss process and develop enhancements to its current methodology for making these determinations. The prospective contractor will also produce a high-level project plan that will guide FCSIC in developing a model that estimates a bank’s and association’s probability of default and loss given default as noted above. The prospective contractor must have knowledge of the Farm Credit System, agricultural credit and financing, allowance for loss methodologies and stress-testing experience to successfully achieve these tasks.

ADDITIONAL INFORMATION

FCSIC produces an allowance for Insurance Fund loss report on a quarterly basis to evaluate the level of risk an insured bank poses to the Insurance Fund. A Microsoft Excel model is utilized to query and assemble data from the Farm Credit Administration’s (FCA) call report, calculate key financial ratios and display information in tables. A risk matrix is produced for each insured bank and its affiliated associations and organized into the categories of capital, assets, management, earnings, liquidity, and sensitivity. Most of the ratios in the risk matrix are designed to act as “early warning” indicators of an insured bank’s deteriorating financial health. Any bank or association that breaches a medium- or high-risk threshold is further evaluated to determine the level of risk the institution poses to its insured bank (in the case of an association) or the Insurance Fund. FCSIC staff has access to FCA’s loan level database and examination reports and utilizes information from these sources to make its risk assessment of each institution.

FCSIC is seeking a professional contractor to analyze this process and provide additional support for justifying when a probable loss to the Insurance Fund can be declared.

Over time, FCSIC would like to develop a model that estimates a bank’s probability of default that accounts for deterioration in the agricultural sector and/or general economy. Such a model could potentially replace FCSIC’s current methodology for determining when a loss to the Insurance Fund is probable. The contractor will assist FCSIC staff in developing a high-level project plan that lays out the model development process over multiple years.

FCSIC must also be able to reasonably estimate an Insurance Fund loss given bank default before it can recognize an allowance on its financial statements. In the event a bank default is probable, FCSIC would need to gather the appropriate data elements from the bank to determine the extent of the loss to the Insurance Fund. If the bank default results from an association failure, FCSIC would also need to gather the appropriate data elements from the association to determine the loss on the bank’s direct note. FCSIC would like to enhance its approach for estimating loss given defaults. The contractor will develop a high-level project plan for FCSIC for building out a loss given default rating system for the banks and associations in the System.

The contractor will work with FCSIC risk management staff in developing this high-level project plan.

C.2 CONTRACTOR RESPONSIBILITIES AND REQUIREMENTS

C.2.1 Develop a report that provides analysis and recommendations for enhancing the current methodology for determining when a loss to the Insurance Fund is probable, C.2.2 Develop a high-level project plan for developing a model that computes a probability of default for each System bank, and

C.2.3 Develop a high-level project plan for building out a loss given default rating system for the banks and associations in the System.

Section D. Packaging and Marking

This section is not used.

Section E. Inspection and Acceptance

This section is not used. See Section G1.

Section F. Deliveries or Performance

F.1 CONTRACT TYPE, VALUE, AND PERIOD OF PERFORMANCE

F.1.1 FCSIC is awarding a labor hours contract with fixed hourly rates with a not-to-exceed ceiling amount.

F.1.2 The Contractor shall provide a monthly invoice with clearly itemized deliverables.

F.1.3 FCSIC is awarding Task 3 of the contract on a fixed hourly rate basis, with no minimum order.

F.2 PERIOD OF PERFORMANCE

F.2.1 The period of performance shall start on the day of award.

FCSIC requires completion of the deliverables for Task 1 and Task 2 within 60 days of the task award. Any deliverables from Task 3 will be agreed upon by the parties at the time of the task award.

Section G. Contract Administration Data

G.1 RESPONSIBILITY FOR INSPECTION AND ACCEPTANCE

Inspection and acceptance of all services under this contract will be accomplished by the FCSIC’s designated Contracting Officer’s Representative (COR). The COR will review invoices and recommend payment to the Contracting Officer (CO). The COR will inspect and be responsible for the review and acceptance of all work under the contract. To ensure that the minimum performance levels are met, the COR will monitor performance and review the contractor’s reports. Defined performance standards with expected outcomes will be drafted by the parties on an as needed basis to ensure high quality services are provided by this contract. At any time before final payment under this contract, the CO or COR may request an audit of the invoices and supporting documentation.

G.2 REQUIRED GOVERNMENT EFFORTS

Performance of any inherently Governmental services under this contract is prohibited. What constitutes an inherently governmental task under this contract will be governed by FAR 7.503 and the Office of Management and Budget (OMB) Circular No. A-76 (Revised), “Performance of Commercial Activities”, dated May 29, 2003 (the Circular), including changes made by OMB Memorandum M-07-02 (dated October 31, 2006).1 In the event a potential Inherently Governmental Function as reflected in FAR 7.503 (list is not all inclusive) or as otherwise stated is considered, the CO shall be immediately notified prior to the initiation of work.

G.3 PLACE OF PERFORMANCE AND ACCEPTANCE

G.3.1 Unless required for purposes of completing the project, the Contractor shall perform all work at their facility. Upon request, the contractor shall be available to perform work in FCSIC offices. Normal hours of operations are between 8:00 AM and 5:00 PM (eastern), Monday thru Friday, except federal holidays. The Corporation has no other office locations. The Corporation will not pay for local travel. Non-local travel must be approved by the CO prior to the dates of travel and will be reimbursed consistent with Federal Travel Regulations.

G.3.2 If the Contractor has different rates for on-site work compared to off-site work, the Contractor will identify these in their solicitation.

G.3.3 The Contractor may be required to be in person for certain Board meetings or other meetings as requested by FCSIC.

1 Including a technical correction made by OMB memorandum M-03-20 (8/15/2003).

G.3.4 The Contractor must have the capability to host and participate in videoconferencing in one of the approved video-conferencing tools permitted by FCA (WebEx, Google Hangouts, GoToMeetings, Zoom, Teams, and Adobe Connect). The Contractor must be able to participate in WebEx video conference for meetings set up by FCSIC. The Contractor shall be available to be on site at the request of FCSIC.

G.4 ALL WORK PERFORMED IN THE UNITED STATES

No work or information related to this contract will be performed or accessed outside of the United States.

G.5 CONTRACTING OFFICER’S AUTHORITY

The CO is the only person authorized to make or approve any changes to the requirements of this contract, and, notwithstanding any provisions contained elsewhere in this contract, that authority remains solely with the CO. In the event the contractor makes any changes at the direction of any person other than the CO, the change will be considered to have been made without authority and no adjustment will be made in the contract terms and conditions, including price.

G.6 CONTRACTING OFFICER REPRESENTATIVE

For the purposes of this contract, the COR will be Wade Wynn (wynnw@fcsic.gov). The COR will serve as such only for the period of identified in the COR designation letter.

G.7 CONTRACTING OFFICER REPRESENTATIVE AUTHORITY

The responsibilities and limitations of the COR are as follows:

a) The COR is responsible for the technical aspects of the contract and serves as a technical liaison with the Contractor. The COR is also responsible for the final inspection and acceptance of all deliverables and such other responsibilities as may be specified in the Contract.

b) The COR is not authorized to make any commitments or otherwise obligate FCSIC or authorize any changes which affect the contract price, terms, or conditions. Any Contractor request for changes shall be submitted to the CO in writing. No such final changes shall be made without the express written prior authorization of the Contracting Officer.

G.8 CONTRACT

G.8.1 This contract is governed by U.S. federal law and will be construed accordingly. To the extent state law may apply, in the case where there is no applicable federal law, the state law that applies is the law of the Commonwealth of Virginia.

G.8.2 The Corporation shall exclusively own all deliverables and all final work products.

G.8.3 The contract shall be for one year plus one option year. The Contractor shall propose hourly rates and a not-to-exceed total ceiling amount for Task 1 and Task 2. Contractor’s ceiling prices include any and all of Contractor’s costs and expenses, direct and indirect, as well as any profit, fee, or any markups of any nature. The ceiling price provides for a price that is not subject to any adjustment on the basis of the contractor’s cost experience in performing the contract.

G.8.4 If any other agreements conflict with any part of this SOW, then this SOW shall prevail.

G.9 INFORMATION TECHNOLOGY POLICIES AND PROCEDURES

G.9.1 FCSIC currently utilizes the FCA to administer its Information Technology support and FCSIC (and any of our Contractors) must agree to adhere to the rules, regulations and limitations established by FCA related to Information Technology as annotated in PPM 902 – Information Technology (IT) Security and Privacy Policy (see attachment C).

G.9.2 Any electronic information that the Contractor views or stores on their networks or computers, or any FCSIC or FCA information taken offsite or off-network, must be encrypted to minimum standards of Advanced Encryption Standard (AES)-256.

G.9.3 At the request of FCSIC, the Contractor may be required to view certain confidential information on FCSIC or FCA issued laptops and may not remove said identified electronic information from the FCSIC or FCA network.

G.10 SECURITY BACKGROUND REQUIREMENTS

G.10.1 All persons performing work on this contract will be required to possess a current Tier 2 / Moderate Risk Public Trust (or higher) background investigation that was favorably adjudicated and must maintain the same level of security clearance for the duration of the contract. Any person supplied by the Contractor who fails to meet these security requirements may be ineligible to perform or continue performing services under this contract.

G.10.2 The Contractor will be required to provide the FCA Personnel Security Officer with the identifying information of all persons assigned to perform services under this contract. The information will be used for security verification purposes.

G.10.3 FCA may accept security clearances under reciprocity arrangements. However, should background investigations from another agency exceed five years at any time during the period of performance, the Contractor will be required to immediately notify the COR. The FCA Personnel Security Officer will thereafter determine what actions will be used to correct the security standing of the implicated person. If FCA decides to initiate the necessary background investigation, the Contractor will be required to reimburse FCA for actual costs incurred by

FCA.

G.10.4 At the start of service, each Contractor-provided laborer performing work under this contract will be required to show the FCA Personnel Security Officer two forms of original identification. One such identification must be a valid state or federal government issued picture identification; the second must be from the list of acceptable documentation contained in Form 1-9.

G.10.5 Once the favorable completion and adjudication of the background investigation is validated, and a favorable FBI Criminal History Check (Fingerprint Check) is returned, contract employees may commence work on this contract. No HSPD-12 credentials will be provided on this contract.

G.11 COMPLIANCE WITH FIPS/FISMA AND CUI

Where applicable, all deliverables shall comply with Federal Information Processing Standards (FIPS), the “Special Publications 800 series” guidelines published NIST, and the requirements of the Federal Information Security Management Act (FISMA). These standards are listed in the section below titled “CLAUSES INCORPORATED BY REFERENCE”. In addition, the Contractor must have the capacity to accept Controlled Unclassified Information (CUI). If data that is designated as CUI is needed for the project, the Contractor must appropriately handle (and if necessary, store) this information. FCSIC will not be liable for any costs associated with the Contractor’s handling or storage of CUI.

G.12 CONFIDENTIALITY AGREEMENT

G.12.1 Contractor shall be required to execute a confidentiality agreement to protect confidential information in substantially the form of Attachment C. In accordance with that agreement, Contractor personnel and any subcontractors working on the FCSIC engagement shall sign a confidentiality agreement concerning the disclosure / nondisclosure of confidential information prior to commencing work. The term “confidential information” means any information, the loss, misuse or unauthorized access to or modification of which could adversely impact the interests of FCSIC in carrying out its programs or the privacy to which individuals are entitled. It includes, without limitation, the following:

information acquired by the Contractor in carrying out the duties under the contract, including any information obtained before the date of the contract, and which had not become public information, including information regarding the Farm Credit System and Farm Credit System institutions, FCSIC, and the FCA.

Information provided by a government regulated entity and such information is not a matter of public knowledge or provided in other sources readily available to the public;

Information that is exempt from disclosure under the Freedom of Information Act (FOIA) such as trade secrets and commercial or financial information, information compiled for law enforcement purposes, personnel and medical files, and information contained in bank examination reports or provided by regulated entities to FCSIC under examination privileges and such information is not a matter of public knowledge or provided in other sources readily available to the public;

Information under the control of FCSIC in a Privacy Act system of records that is retrieved using an individual’s name or by other criteria that identifies an individual;

Personally Identifiable Information (PII) about individuals maintained by FCSIC that if released for unauthorized use may result in financial or personal damage to the individual to whom such information relates. PII, a subset of PII, may be comprised of a single item of information (e.g., SSN) or a combination of two or more items (e.g., full name along with, financial, medical, criminal, or employment information);

Information about insurance assessments, resolution and receivership activities, as well as enforcement, legal, and contracting activities; and

Information prepared by FCSIC’s independent auditor, and predecessor and successor auditors, in connection with any audit of FCSIC’s financial statements and internal control over financial reporting, which has not become public information.

The Contractor agrees that it may be required to sign additional FCSIC or FCA-issued system security agreements, depending on the FCSIC resources to be used and level of access granted.

G.12.2 Except as required by law or court order, the Contractor shall not disclose or permit the disclosure of any confidential information, including this and any other engagement with FCSIC to anyone without FCSIC’s expressed written consent. FCSIC will provide the Contractor with access to electronic documentation, which may also be provided through printing of those documents, at the request of the Contractor. Access to these documents shall be under the control of FCSIC personnel. Upon termination of this contract, all information, documents, and work products in the Contractor’s possession relating to any work performed under this contract shall be returned to the COR of this project. FCSIC will review and may authorize the Contractor to retain copies of any information that the Contractor reasonably considers necessary for its confidential business records. The Contractor shall take all reasonable measures to avoid at any time any unintentional or inadvertent disclosure of any confidential information to any unauthorized person by the Contractor’s employees, agents, subcontractors, or attorneys.

G.13 RIGHT TO CONTRACT FOR OTHER SERVICES

If FCSIC elects other tasks, within the scope of this SOW, they may be awarded without competition.

G.14 SUBCONTRACTING

G.14.1 Subcontracting may be permitted under this award with written approval from FCSIC.

Use of a subcontractor does not relieve the Contractor of its responsibilities under its contract with the FCSIC.

G.14.2 If a subcontractor is used, the Contractor must provide the name(s) of all proposed subcontractors to be used foreach task, the percentage of work to be performed by each subcontractor, a brief description of the work to be performed by each subcontractor, and a copy of an executed confidentiality agreement as provided for in Section G.12. The Contractor will be required to agree that the Contractor remains liable under the terms of this agreement for all activities of subcontractors while those users have or retain access to FCSIC resources or confidential information. The Contractor agrees that subcontractors may be required to sign additional FCSIC or FCA-issued system security agreements, depending on the FCSIC resources to be used and level of access granted.

G.14.3 Use of a subcontractor constitutes the Contractor having determined the eligibility of the subcontractor under Federal procurement laws and regulations. Contractors debarred, suspended, or proposed for debarment are excluded from receiving federal contracts and contractors debarred, suspended, or proposed for debarment are also excluded from conducting business with the Federal Government as agents or representatives (e.g., subcontractors) of other contractors. Also, contractors and other entities that have an active exclusion record in SAM because they have been declared ineligible on the basis of statutory or other regulatory procedures are excluded from receiving Federal contracts, and if applicable, subcontracts, under the conditions and for the period set forth in the statute or regulation.

G.14.4 FCSIC may approve or reject proposed subcontractors in its sole discretion.

G.14.5 Contractor will require and cause its subcontractors to comply with all relevant terms of this Statement of Work and will be responsible for any failure of its subcontractors to so comply.

Contractor must monitor its subcontractors’ performance of any obligations under this Statement of Work and report to FCSIC on such performance as FCSIC may request. Contractor will remain responsible for obligations performed by subcontractors to the same extent as if such obligations were performed by Contractor, and for all other acts and omissions of its subcontractors. Contractor will be FCSIC’s sole point of contact regarding the solution, including with respect to payment. Nothing in this Statement of Work creates any contractual relationship between FCSIC and any subcontractor, or any obligation on the part of FCSIC to pay or to ensure the payment of any money due any subcontractor.

G.14.6 Proposals, quotations, or offers received from any suspended or debarred contractor/subcontractor, or any contractor/subcontractor listed on the SAM active exclusion record, shall not be evaluated for award or included in the competitive range, nor shall discussions be conducted with a listed offeror during a period of ineligibility. If the period of ineligibility expires or is terminated prior to award, the Contracting Officer may, but is not required to, consider such proposals, quotations, or offers.

G.14.7 Responses to this SOW should indicate if subcontracting is expected and in what areas.

G.15 RIGHT OF SUBSTITUTION

FCSIC reserves the right to require named laborers and/or subcontractors in an Offeror’s Proposal to perform on an awarded task. During the term of the contract, if FCSIC is not satisfied with the services provided by any employee or subcontractor of the Contractor, the Contractor will provide a substitute with equal or greater qualifications that is acceptable to FCSIC. If an acceptable employee or subcontractor cannot be provided, FCSIC reserves the right to terminate the contract. Any substitution of labor must be agreed to by the CO. Such permission will not be unreasonably withheld where a proposed candidate meets or exceeds the qualifications and experience of the original candidate. If the substitution results in a cost change, the contractor must submit the change in writing to the CO. The change must be approved by the CO before it takes effect.

G.16 CLAIM FOR RELIEF

G.16.1 FCSIC is not subject to GAO’s bid protest or award protest provisions. FCSIC is also not subject to Federal Acquisition Regulations, unless incorporated herein by reference. If there is a conflict between this SOW and a FAR clause incorporated by reference, then this contract shall prevail.

G.16.2 Any claim for relief filed by a Contractor shall be adjudicated by the Contracting Officer.

If the parties cannot reach an agreement mutually satisfactory after diligently pursuing a solution through discussions and negotiations, the Contracting Officer shall make a final decision. The Contracting Officer’s decision shall prevail unless the Contractor submits an appeal within 30 days of the Contracting Officer’s decision to the FCSIC Chief Operating Officer (COO). The decision of the COO shall be final and binding on the parties. Pending the final decision, the Contractor remains obligated to proceed diligently with the performance of the contract, in accordance with the Contracting Officer’s decision.

G.17 NO EMPLOYER-EMPLOYEE RELATIONSHIP

This contract does not create an employer-employee relationship between the Corporation and the Contractor. The Contractor will be responsible for any and all obligations arising from its status as an independent Contractor, including but not limited to, tax reporting and payment obligations. Neither the Contractor nor any of its employees will be considered as a Federal employee for any purpose, nor will it be regarded as performing a personal service or be eligible for civil service employee benefits. If subcontracting is permitted, the use of the term “Contractor” herein refers to both the Contractor and all subcontractors at all levels. Contractor must ensure that all subcontractors adhere to all the terms and conditions of this contract that have flow-down requirements.

G.18 NOTICE TO FCSIC OF DELAYS

In the event the Contractor encounters difficulty in meeting requirements of this SOW, or when the Contractor anticipates difficulty in complying with timelines and deadlines, or whenever the Contractor has knowledge that any actual or potential situation is delaying or threatening to delay the timely performance of their work, the Contractor shall immediately notify the Contracting Officer and the COR in writing, giving pertinent details; provided, however, that the data shall be informational only in character and that these provisions shall not be construed as a waiver by the Corporation of any delivery schedule or date, or of any rights or remedies provided by law or under this contract.

G.19 NO IDEMNIFICATION

FCSIC will not indemnify, waive, or disclaim any rights or obligations to the Contractor as a result of services performed under this contract.

G.20 NO UNPAID FEDERAL TAX LIABILITY

No contract award is to be made to any entity that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability.

G.21 TERMINATION CLAUSE

G.21.1 FCSIC, in its sole discretion, may terminate performance of work under this contract in whole or, from time to time, in part if the Contracting Officer determines that a termination is in the FCSIC’s interest. The Contracting Officer shall terminate by delivering to the Contractor a Notice of Termination specifying the extent of termination and the effective date.

G.21.2 If FCSIC has cause for termination that has not been adequately and timely cured, based on the Contracting Officer’s determination, the amount of the contract shall be reduced based on the pro-rata calculation of the services not yet rendered, and service shall immediately cease with no future amounts due to the Contractor.

G.21.3 After receipt of a Notice of Termination, and except as directed by the Contracting Officer, the Contractor shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due under this clause:

(a) Stop work as specified in the notice.

(b) Place no further subcontracts or orders (referred to as subcontracts in this clause) for materials, services, or facilities, except as necessary to complete the continued portion of the contract.

(c) If applicable, terminate all subcontracts to the extent they relate to the work terminated.

(d) Assign to FCSIC, as directed by the Contracting Officer, all right, title, and interest of the Contractor under the subcontracts terminated, in which case the FCSIC shall have the right to settle or to pay any termination settlement proposal arising out of those terminations.

(e) With approval or ratification to the extent required by the Contracting Officer, settle all outstanding liabilities and termination settlement proposals arising from the termination of subcontracts; the approval or ratification will be final for purposes of this clause.

(f) As directed by the Contracting Officer, transfer title and deliver to FCSIC (i) the fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced or acquired for the work terminated, and (ii) the completed or partially completed plans, drawings, information, and other property that, if the contract had been completed, would be required to be furnished to FCSIC.

(g) Complete performance of the work not terminated.

(h) Take any action that may be necessary, or that the Contracting Officer may direct, for the protection and preservation of the property related to this contract that is in the possession of the Contractor and in which the FCSIC has or may acquire an interest.

G.22 CLAUSES INCORPORATED BY REFERENCE

This contract incorporates one or more laws, regulations, orders, and other guidance listed below by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make available the full text of any laws, regulations, orders, or other guidance listed below. Also, the full text of the Federal Acquisition clauses may be accessed electronically at this address: http://www.acquisition.gov/far.

Clause Title Date FAR Ref

42.12 Novation and Change-of-Name Agreements

52.202-1 Definitions JUN 2020 2.201 52.203-5 Covenant Against Contingent Fees APR 1984 3.404 52.203-7 Anti-Kickback Procedures JUL 1995 3.502-3 52.203-13 Contractor Code of Business Ethics and

Conduct APR 2010 3.1009(a)

52.203-16 Preventing Personal Conflict of Interests JUN 2020 3.1106 52.203-17 Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights

JUN 2020 3.908-9

52.204-7 System for Award Management. OCT 2018 4.1105(a)(1) 52.204-9 Personal Identity Verification of Contractor

Personnel

NOV 2006 4.1301

52.204-13 System for Award Management Maintenance OCT 2018 4.1105(b) 52.204-19 Incorporation by Reference of

Representations and Certifications DEC 2014 4.1202(b)

52.216-31 Time and Materials / Labor Hours Proposal

Requirements

NOV 2021

16.601(f)(3)

52.217-5 Evaluation of Options JUL 1990 17.208 (c) 52.222-25 Affirmative Action Compliance APR 1984 22.810(d) 52.222-26 Equal Opportunity SEP 2016 22.810(e) 52.222-55 Minimum Wages Under Executive Order

13658

DEC 2014 22.1906

52.232-1 Payments APR 1984 32.111(a)(1) 52.232-39 Unenforceability of Unauthorized

Obligations.

JUN 2013 32.706-3

52.233-4 Applicable Law for Breach of Contract Claim.

OCT 2004 33.215(b)

52.239-1 Privacy or Security Safeguards AUG 1996 39.107 52.242-15 Stop-Work Order AUG 1989 42.1305(b) 52.243-3 Changes – Time and Materials or Labor

Hours SEP 2000 43.205(c)

52.246-6 Inspection of Services MAY

46.306

Incorporated applicable Federal standards for security include, but are not limited to:

Federal Information Security Modernization Act (FISMA) of 2014

FIPS 140-2, “Security Requirements for Cryptographic Modules”

FIPS 199, “Standards for Security Categorization of Federal Information and Information Systems”

FIPS 200, “Minimum Security Requirements for Federal Information and Information Systems”

NIST Special Publication 800-18, “Guide for Developing Security Plans for Federal Information Systems”

NIST Special Publication 800-30, “Risk Management Guide for Information Technology Security Risk Assessment Procedures for Information Technology Systems”

NIST Special Publication 800-34 “Contingency Planning Guide for Information Technology Systems”

NIST SP 800-37 “Guide for Applying the Risk Management Framework to Federal Information Systems: A Security Life Cycle Approach”

NIST Special Publication 800-47, “Security Guide for Interconnecting Information Technology Systems”

NIST Special Publication 800-53, “Recommended Security Controls for Federal Information Systems”

NIST Special Publication 800-63, “Digital Identity Guidelines”

NIST Special Publication 800-171, “Protecting Controlled Unclassified Information in Nonfederal Systems and Organizations”

Clinger - Cohen Act of 1996 (i.e., “Information Technology Management Reform Act of 1996”)

Office of Management and Budget (OMB) Circular A-130, "Management of Federal Information Resources," and Appendices

Privacy Act of 1974 (5 U.S.C. § 552a)

Executive Order 13556, “Controlled Unclassified Information”

Executive Order 14028, “Improving the Nation’s Cybersecurity”

G.23 METHOD OF PAYMENT

G.23.1 The Contractor is required, as a condition to any payment under this contract, to provide FCSIC with the information required to make payment by EFT by registering in the General Services Administration’s System for Award Management (SAM).

G.23.2 Prior to submission of the first request for payment (whether for invoice or contract financing payment) under this contract, the Contractor shall provide the information required to make contract payment by EFT directly to SAM. If the EFT information changes, the Contractor shall be responsible for providing the changed information to SAM.

G.23.3 The Contractor shall designate a single financial agent capable of receiving and processing the electronic funds transfer using the EFT methods. The Contractor shall pay all fees and charges for receipt and processing of transfers.

G.23.4 Liability for uncompleted or erroneous transfers:

(a) If an uncompleted or erroneous transfer occurs because FCSIC failed to use the Contractor-provided EFT information in the correct manner, FCSIC remains responsible for

(i) Making a correct payment;

(ii) Paying any prompt payment penalty due; and

(iii) Recovering any erroneously directed funds.

(b). If an uncompleted or erroneous transfer occurs because Contractor-provided EFT information was incorrect at the time of FCSIC release of the EFT payment transaction instruction to the Federal Reserve System, and

(i) If the funds are no longer under the control of the CFO, FCSIC is deemed to have made payment and the Contractor is responsible for recovery of any erroneously directed funds; or

(ii) If the funds remain under the control of the CFO, FCSIC retains the right to either make payment by mail or suspend the payment in accordance with paragraph 4 of this section.

G.23.5 If payment is not received timely, determination of interest due will be under the provisions of the Prompt Pay regulations at 5 CFR Part 1315.

G.23.6 FCSIC is a Federal Government-controlled corporation and is exempt from State sales tax. Therefore, it is not required to pay sales tax on invoices submitted to it and if included, the amounts will be deducted from the total amount invoiced.

G.23.7 FCSIC has adopted the Administrative Resource Center’s (ARC) Invoice Processing Platform (IPP). The Contractor shall submit payment requests electronically using the Invoice Processing Platform (IPP). Information regarding IPP is available on the Internet at www.ipp.gov. Assistance with enrollment can be obtained by contacting the IPP Production Helpdesk via email ippgroup@stls.frb.org or phone (866)973-3131. For payment and invoice questions, contact the Accounts Payable Branch at (304) 480-8000 option 7 or via email at AccountsPayable@fiscal.treasury.gov.

G.24 EQUAL OPPORTUNITY

During the performance of this contract, Contractor agrees to comply with Executive Order 11246, as amended, and the rules, regulations and relevant orders of the Secretary of Labor. In the event Contractor does not comply with this clause, or with any of the rules, regulations or orders referred to herein, FCSIC may cancel, terminate or suspend this contract, in whole or in part.

G.25 JOINT AND SEVERAL LIABILITY

If Contractor is organized as a joint venture, the liability of the members of the joint venture in connection with all duties, obligations and liabilities under this contract is joint and several.

G.26 NO ASSIGNMENT

The Contractor may not assign or delegate this contract or its rights or obligations under this contract without the prior written consent of FCSIC. When it is in FCSIC’s interest not to concur in the transfer of the contract, the Contractor remains under contractual obligation to FCSIC, and the contract may be terminated for reasons of default, should the Contractor not perform.

G.27 ADVERTISING AND PUBLICITY

Except as specifically described in this provision, the Contractor shall not make statements to the media or issue press releases regarding the award of the contract, or goods or services provided under the contract. Requests for information from the media or public must be directed to the Contracting Officer, who will obtain appropriate approvals for a response, if any, from the FCSIC. Advertising or publicity materials (including the placement of information on Contractor’s website) may include a reference to FCSIC in a list of the Contractor’s clients, along with a short, broad description of the goods or services provided. In no event may any confidential information regarding the details of the contract be disclosed. Without the prior written approval from the FCSIC, the Contractor shall not: (i) issue or sponsor any advertising or publicity (including the placement of information in its website) that states or implies the FCSIC endorses, recommends or prefers the Contractors goods or services; or (ii) use the FCSIC’s logo or other FCSIC material or refer to the FCSIC in its advertising and publicity materials (including its website). The prohibitions also apply to information placed on social networks (Twitter, LinkedIn, Facebook, blogs, etc.). All requests for such approvals must be submitted to the Contracting Officer at least 30 days prior to the scheduled release of advertising or publicity materials. The Contractor agrees to include this clause in all its subcontracts under this contract. Nothing in the foregoing releases Contractor from its obligations under the confidentially provision above.

G.28 CONTINUITY OF SERVICE

The Contractor agrees to exercise its best efforts and cooperation to affect an orderly and efficient transition to a successor contractor, if necessary (e.g., at the conclusion of this contract or upon termination of the contractor).

G.29 COMPLIANCE WITH SECTION 508

The Contractor must propose goods and/or services that meet the United States Access Board’s standards for Section 508 of the Rehabilitation Act of 1973 (29 U.S.C 794d) as amended by the Workforce Investment Act of 1998 (P.L. 105-20). The Contractor’s deliverables, including their audited opinions, should comply with Section 508. Alternatively, the Contractor may propose goods or services that provide equivalent facilitation.

Section H. Special SOW Requirements

H.1 KEY PERSONNEL

Key Personnel are defined as the Project Lead/Managers. All proposed Key Personnel shall be identified, by name and position, in the Offeror’s Technical Proposal, along with resumes and other qualifications for the position.

H.1.1 All Key Personnel shall have, at a minimum, the following qualifications:

Key Personnel must have knowledge of the Farm Credit System, agricultural credit and financing, allowance for loss methodologies and stress-testing experience.

H.2 LIMITATIONS ON SUBSTITUTION

The Contractor agrees that there will be no substitutions of Key Personnel during the life of the award, except for sudden illness, death or termination. The Contractor shall notify the Contracting Officer and COR within 10 business days after the occurrence of any of these events and provide the information required below for any proposed substitutions. The Corporation reserves the right to approve or disapprove the proposed substitution.

H.3 QUALIFICATIONS AND ACCEPTANCE OF KEY PERSONNEL SUBSTITUTIONS

The Contractor shall provide a detailed explanation of the circumstances necessitating the proposed substitutions, complete resumes for the proposed substitutes and any additional information requested by the Contracting Officer. Proposed substitutes shall possess qualifications comparable to the original key person, as well as satisfying any minimum standards set forth elsewhere in the SOW. The Contracting Officer will notify the Contractor within 15 calendar days after receipt of all required information of the decision regarding acceptability of proposed substitutions of key personnel.

H.4 REMOVAL OF PERSONNEL

It is understood that all personnel assigned by the Contractor to the performance of work hereunder must be acceptable to the Corporation in terms of personal and professional conduct.

Any person in the Contractor’s organization, or in any subcontractor’s organization, who is deemed by the Contracting Officer or the COR to conflict with the interest of the Corporation, shall be immediately removed from this SOW. The reason for removal shall be fully documented in writing by the Contracting Officer.

H.5 CONFLICTS OR POTENTIAL CONFLICTS OF INTEREST THAT ARISE OR ARE

DISCOVERED AFTER AWARD

H.5.1 The Contractor shall notify the Corporation in writing within 10 calendar days after discovering that it has a conflict of interest or potential conflict of interest. Such notification shall contain a detailed description of the conflict, including:

1. Relationships of Contractor or any of its related interests, or any of its or their officers, directors or employees with any Farm Credit System institution, the Corporation, or the Farm Credit Administration,

2. The names of any of Contractor’s or its related interests, officers, directors or employees who have been or are directors, officers, or employees of a Farm Credit System institution, or the Corporation, or board members, officers or employees of the Farm Credit Administration; and

3. Information regarding any other business or financial interest of Contractor or its related interests, or any of its officers, directors or employees, which could adversely affect Contractor’s ability to perform under the contract.

H.5.2 The Contractor shall also explain how it intends to eliminate any conflict.

H.5.3 The Corporation, after receipt of such notification or other discovery of the Contractor’s conflict or…