FDIC-LEGAL-2024-002A Solicitation to LAW FIRMS for Transformation Monitor.pdf

RFP. No. LEGAL-2024-002A

REQUEST FOR PROPOSALS FOR FDIC TRANSFORMATION MONITOR

FDIC-LEGAL-2024-002A

For U.S. Law Firms (Consulting firms should see LEGAL-2024-002B)1

The Board of Directors of the Federal Deposit Insurance Corporation (“FDIC”) is soliciting your proposal to provide advisory services to monitor and audit recommendations the FDIC adopts to remediate its culture, policies, procedures, and structures that impact sexual harassment, discrimination, and other interpersonal misconduct (“Services”).

This letter describes the scope of the services required by the FDIC, the information required about your firm and the expertise required, the FDIC’s selection criteria, the terms of service, and proposal submission procedures.

I. BACKGROUND

The FDIC has approximately 6,000 employees, about 2,000 of whom are located at headquarters in Washington, D.C.

and Arlington, Virginia, and about 4,000 are located in regional and field offices. The FDIC insures more than 4,600 banks and supervises more than 3,000 banks. Federal law requires the FDIC to conduct onsite examinations of these banks. The FDIC employs more than 2,000 bank examiners whose work involves traveling about a quarter of each year with colleagues to various banks to conduct supervisory work.

Since November 2023, following news reports about sexual harassment at the FDIC, the FDIC has developed and begun to implement an Action Plan for a Safe, Fair, and Inclusive Work Environment (“Action Plan”) that describes how the FDIC will support victims of sexual harassment and discrimination. The plan, incorporating feedback from our employees, specifies a number of action items related to identifying and correcting existing problems, repercussions for those engaged in sexual harassment or other serious misconduct, leadership accountability, review of policies and procedures, training programs, communication and outreach strategies, and cultural transformation.

On May 7, 2024, the FDIC publicly released a Report for the Special Review Committee of the Board of Directors of the Federal Deposit Insurance Corporation (April 2024) from an independent third-party reviewer concerning the FDIC’s workplace culture, allegations of sexual harassment and other interpersonal misconduct at the FDIC as well as management’s response to that harassment and misconduct. The independent third-party review was conducted by Cleary Gottlieb Steen & Hamilton LLP and overseen by the Special Review Committee of the FDIC Board of Directors.

As detailed in the report, the independent review found that “for far too many employees and for far too long, the FDIC has failed to provide a workplace safe from sexual harassment, discrimination, and other interpersonal misconduct.” It further found that “management’s responses to allegations of misconduct, as well as the culture and conditions that gave rise to them, have been insufficient and ineffective.” The report establishes a need to transform the culture at the FDIC, an important first step towards healing, repair, and sustainable change at the FDIC. Moreover, fostering an environment that promotes a safe, respectful, and inclusive workplace is fundamental to achieving the FDIC’s mission.

1 The FDIC reserves the right to award the Transformation Monitor requirement to a Consulting Firm, using Solicitation FDIC-LEGAL-2024-002B, or to a U.S. Law Firm using this Solicitation.

https://www.fdic.gov/about/diversity/pdf/action-plan-12-4-23-v1.pdf https://www.fdic.gov/sites/default/files/2024-05/cleary-report-to-fdic-src.pdf

NONPUBLIC//FDIC

www.fdic.gov

The report recommends that the FDIC undertake a culture transformation that is monitored and audited by an independent third party. In particular, the report recommends:

Appoint a single individual, who is not currently employed by the FDIC, to monitor and audit any and all recommendations the FDIC adopts from this Report, the Action Plan, and any other work the FDIC decides to undertake to remediate its culture, policies, procedures, and structures that impact sexual harassment, discrimination, and other interpersonal misconduct (“Transformation Monitor”). This individual should be selected by the FDIC Board and should be provided sufficient budget and staff, as well as full access to FDIC employees and documents. This individual should report to the FDIC Board on a monthly basis for the first year, and then routinely thereafter until the work is completed. The reports submitted to the FDIC Board should be made available to all FDIC employees. The Transformation Monitor should consult and coordinate with the OMWI Director to the extent any of the work impacts the subjects over which OMWI Director has authority by statute.

The report clarifies that the “individual” selected will need to have a staff reporting to that individual, which in practical terms could be satisfied by the selection of a law firm. To implement this recommendation, the FDIC seeks a Transformation Monitor to monitor and audit the FDIC’s efforts to implement all other plans and recommendations to transform the culture and structure of the FDIC, including topics covered by the report and its recommendations.

II. SCOPE OF SERVICES

The FDIC expects that the Transformation Monitor will perform the services customarily performed in gathering facts and rendering advice regarding monitoring and auditing cultural and structural transformation, including but not limited to the following:

1. Meeting and participating in conference calls with representatives of the FDIC to discuss the proposed Services.

2. Reviewing all recommendations the FDIC adopts to remediate its culture, policies, procedures, and structures that impact sexual harassment, discrimination, and other interpersonal misconduct.

3. Reviewing FDIC documents and interviewing FDIC staff.

4. Consulting and coordinating with the FDIC’s Office of Minority and Women Inclusion (“OMWI”) Director to the extent any of the work affects the subjects over which the OMWI Director has authority by statute.

5. Conferring with other independent third party experts retained by the FDIC in conducting an audit of the FDIC’s implementation of the recommendations.

6. Monitoring and auditing the FDIC’s progress in implementing recommendations and transforming its culture and structure.

7. Reporting to the Board of Directors on a monthly basis for the first year, and then routinely thereafter until the work is completed.

http://www.fdic.gov/

8. Preparing reports to the FDIC and publishing those reports to all FDIC employees.

9. Taking such other steps that the Transformation Monitor determines, with the approval of the

Board of Directors, to be appropriate.

In providing these Services, the Transformation Monitor will be subject to direction from representatives of the Board of Directors, who are responsible for matters relating to the proposed Services. The Transformation Monitor will be required to assign to this engagement sufficient personnel to meet the timeframes established by the Board of Directors.

III. REQUIRED INFORMATION

Please address the items listed below in the order shown as specifically and succinctly as possible (but in no case, to exceed 6 pages, of standard 8.5 x 11 inch pages, to include any cover page and table of contents).

1. State your firm’s taxpayer identification number.

2. Provide a one-page narrative summary description of your firm’s experience in the last ten years with monitoring and auditing compliance.

3. Provide a one-page narrative summary description of your firm’s experience in the last ten years in advising on harassment, discrimination, other interpersonal misconduct, and culture change.

4. Provide at least one, but no more than three, client references who may be contacted. The reference(s) should have knowledge of the lead partner being proposed for the engagement.

Please provide a name, position, telephone number and email for each reference.

5. Provide a matrix, or other form of presentation, that identifies all professionals of the firm expected to work on this matter and that clearly sets forth their: (a) state licenses; (b) areas of expertise and relevant experience as related to the practice area set forth in items 2 and 3 above;

(c) years of practice; (d) time with the firm; (e) billable rate under the firm’s usual rate structure;

(f) proposed discounted hourly rate to the FDIC; (g) minority status; and (h) gender. Also, please identify the attorney who will serve as the Transformation Monitor.

6. Provide information regarding any conflicts of interest as defined under (a) the Minimum Standards of Integrity and Fitness for an FDIC Contractor in 12 C.F.R. Part 366; (b) applicable state bar rules of professional conduct; and (c) the American Bar Association Model Rules of Professional Conduct to the extent those Model Rules are not contrary to applicable state bar rules. If your firm believes it does not have any conflicts related to this matter or the FDIC generally clearly express it in the proposal.

7. Confirm, if your firm does not have a Legal Services Agreement (“LSA”) with the FDIC, that you (and the other necessary members of your firm) have reviewed the requirements to enter into an LSA and that your firm is prepared to enter into an LSA as soon as possible if your firm is selected. To receive a LSA, your firm must be registered to do business with the U.S. Government in SAM.gov, https://sam.gov/content/home. If your firm is not registered in SAM.gov, you may wish to register your firm.

8. Provide an estimated date of when your firm would be able to begin work on the Services.

https://www.fdic.gov/buying/%20legal/outsidecounsel/index.html https://www.fdic.gov/buying/%20legal/outsidecounsel/index.html https://sam.gov/content/home

IV. SELECTION CRITERIA

Following receipt of written proposals submitted in response to this solicitation, the FDIC may require an interview with appropriate members of a firm prior to making its final decision on hiring the Transformation Monitor.

The FDIC will make its selection on the basis of criteria that include the following, in descending order of importance:

• Experience and expertise of the proposed personnel with high-visibility workplace culture monitorships or audit implementation; specifically, experience in monitoring, audit compliance, and implementation of recommendations involving harassment, discrimination, other interpersonal misconduct, and culture change.

• Experience in rendering advice to the FDIC, or experience rendering advice to the U.S. Government as a client.

• Proposed fees and any offered discounts.

Apart from the above-listed evaluation criteria, the FDIC will evaluate the existence and nature of any conflicts of interest in making its selection determination. Note that the FDIC encourages, where practical, the use of minority and women attorneys on FDIC referrals.

V. TERMS OF SERVICE

The referral of a matter to the firm selected from this solicitation is subject to the provisions of the LSA between the firm and the FDIC and the FDIC’s Outside Counsel Deskbook, available at https://www.fdic.gov/buying/ legal/outsidecounsel/index.html. The LSA and the Outside Counsel Deskbook set forth the policies, procedures, and forms that the FDIC requires its outside counsel to use for budgets and billing and other matters.

VI. SUBMISSION PROCEDURES

Questions about this solicitation are due no later than 5:00 p.m. Eastern, Tuesday, May 28, 2024, and proposals are due no later than 5:00 p.m. Eastern, Tuesday, June 4, 2024

Questions and proposals must be submitted via email to: Mark E. Posey (mposey@fdic.gov), Charles McCarthy (cmccarthy@fdic.gov) and Michael Pangia (mpangia@fdic.gov).

We look forward to receiving your questions and proposal.

https://www.fdic.gov/buying/%20legal/outsidecounsel/index.html https://www.fdic.gov/buying/%20legal/outsidecounsel/index.html mailto:mposey@fdic.gov mailto:cmccarthy@fdic.gov mailto:mpangia@fdic.gov