FDIC-LEGAL-2024-002B Solicitation to CONSULTING FIRMS for Transformation Monitor.pdf

RFP. No. FDIC-LEGAL-2024-002B

REQUEST FOR PROPOSALS FOR FDIC TRANSFORMATION MONITOR

FDIC-LEGAL-2024-002B

For U.S. Consulting Firms (Law firms should see LEGAL-2024-002A)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 U.S. Law Firm, using Solicitation FDIC-LEGAL-2024-002A, or to a consulting firm using this Solicitation.

https://www.fdic.gov/sites/default/files/2024-05/cleary-report-to-fdic-src.pdf https://www.fdic.gov/sites/default/files/2024-05/cleary-report-to-fdic-src.pdf

RFP. No. LEGAL-2024-002B 2

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 or consulting 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.

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.

RFP. No. LEGAL-2024-002B 3

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 or consulting 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 shareholder/partner/director 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) areas of expertise and relevant experience as related to the practice area set forth in items 2 and 3 above; (b) years of practice; (c) time with the firm; (d) billable hourly rate under the firm’s usual rate structure; and

(e) proposed discounted hourly rate to the FDIC for this engagement. Also, please identify the partner/shareholder/director 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 and (b) Chapter 2 of the FDIC Legal Support Services Deskbook. 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, that you (and the other necessary members of your firm) have reviewed the requirements to enter into a Legal Support Services Agreement and that your firm is prepared to enter into such as soon as possible if your firm is selected. To be awarded an agreement, 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.

9. Complete and return Attachments 2, 3, 4, and 5 (these attachments may be provided as separate files or in a single PDF and do not count against page limits).

https://www.fdic.gov/about/doing-business/legal-support-services-deskbook/lssprint.pdf https://sam.gov/content/home

RFP. No. LEGAL-2024-002B 4

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.

V. TERMS OF SERVICE

The FDIC is a mixed-ownership government corporation and independent agency of the federal government and operates in three distinct capacities: corporate, receivership and conservatorship. This RFP is being issued in the FDIC’s corporate capacity. The Legal Division’s Legal Services and Special Contracts Group (LSSCG) is, functionally, the “contracting office” for this procurement.

Supervisory Counsel Mark E. Posey, (mposey@FDIC.gov) is the FDIC’s Delegated Authority for this acquisition, and is functionally, serving what your firm would normally consider to be the contracting officer role.

This RFP is not governed by the Federal Acquisition Regulation nor by the FDIC’s Acquisition Procedures and Guidance Manual. This procurement is governed primarily by the terms of this solicitation and the Legal Support Services Deskbook. In the event of conflict between this solicitation and the Deskbook, the terms of the solicitation control; once a Legal Support Services Agreement is awarded, that agreement will control over any conflicting terms of the Deskbook. For clarity, the following government procurement laws and policies do not apply to this procurement:

mailto:mposey@FDIC.gov

RFP. No. LEGAL-2024-002B 5

• Office of Federal Procurement Policy Act

• Competition in Contracting Act

• Federal Acquisition Streamlining Act

• Contract Disputes Act

• Federal Acquisition Regulation

• FDIC Acquisition Procedures & Guidance Manual (APGM), except for the specific contract clauses that are expressly incorporated by reference in the awarded Agreements.

Attachment 1 to this RFP is the FDIC’s template for a Legal Support Services Agreement which will form the framework for the awarded agreement if a consulting firm is selected for award. The following are anticipated requirements of any awarded Legal Support Services Agreement:

• In no event will FDIC be liable to pay any fees and expenses where invoices are not completed and submitted in accordance with Chapter 5 of the FDIC Legal Support Services Deskbook

• APGM Clause 7.1.3-01 Post-Government Employment Certification (Pre-Award) (May 2009)

• APGM Clause 7.1.3-02 Post-Government Employment Certification (Post-Award) (May 2009)

• APGM Clause 7.1.3-03 Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights (December 2022)

• APGM Clause 7.3.1-02 System for Award Management (SAM) (March 2014)

• APGM Clause 7.3.1-13 OIG Fraud Hotline (July 2008)

• APGM Clause 7.3.2-37 Audit of Records (July 2008)

• APGM Clause 7.3.2-54 Cooperation with the Office of Inspector General (July 2008)

• APGM Clause 7.3.2-73 Compliance with 12 CFR Part 366 and Application of 12 CFR Part 367 (September

2009)

• APGM Clause 7.4.2-01 Security and Privacy Compliance for IT Services (March 2021)

• APGM Clause 7.4.2-02 Off-site Processing and Storing of FDIC Information (August 2018)

• APGM Clause 7.4.2-05 Basic Safeguarding of Covered Contractor Information Systems (March 2021)

• APGM Clause 7.5.1-01 Privacy Act (July 2008)

• APGM Clause 7.5.1-02 Protecting Sensitive Information (February 2019)

• APGM Clause 7.5.1-03 Access to FDIC Information Systems (April 2015)

• APGM Clause 7.5.2-01 Background Investigation Questionnaires (January 2023)

• APGM Clause 7.5.2-04 Contractor Submittal of Current Personnel (December 2017)

• APGM Clause 7.5.2-12 Contractor Notification of Departing Personnel (June 2018)

• APGM Clause 7.5.4-06 Rights in Data-General (July 2008)

• APGM Clause 7.5.9-01 FDIC Exempt from Federal, State and Local Taxes (July 2008)

• APGM Clause 7.5.13-18 Prompt Payment (December 2008)

• APGM Clause 7.6.5-05 Assignment of Claims (July 2008)

VI. PROPOSAL SUBMISSION DEADLINE

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 proposal.

Attachments Follow.

mailto:mposey@fdic.gov mailto:cmccarthy@fdic.gov mailto:mpangia@fdic.gov

RFP. No. LEGAL-2024-002B 6

Attachments (Applicable to RFP. No. LEGAL-2024-002B only)

Attachment 1 Framework/Template for Legal Support Services Agreement (For information only and terms of actual agreement may vary)

Attachment 2 Confidentiality Agreement (For Contractors/Subcontractors/Consultants)

(required part of proposal)

Attachment 3 Confidentiality Agreement (For Contractor/Subcontractor/Consultant

Personnel) (required part of proposal for proposed Transformation Monitor individual)

Below listed Attachments made available online and incorporated by reference

Attachment 4 FDIC Contractor Representations and Certifications

(required part of proposal) https://www.fdic.gov/formsdocuments/f3700- 04a.pdf

Attachment 5 FDIC Representations and Certifications for Experts and Legal Support

Services Providers (required part of proposal) https://www.fdic.gov/formsdocuments/f5210- 09.pdf

Attachment 6 Background Investigation Questionnaire for Contractors

(not required part of proposal; to be completed at FDIC request) https://www.fdic.gov/formsdocuments/f1600-07.pdf

Attachment 7 Background Investigation Questionnaire for Contractor Personnel and

Subcontractors (not required part of proposal; to be completed at FDIC request) https://www.fdic.gov/formsdocuments/f1600-04.pdf https://www.fdic.gov/formsdocuments/f3700-04a.pdf https://www.fdic.gov/formsdocuments/f3700-04a.pdf https://www.fdic.gov/formsdocuments/f5210-09.pdf https://www.fdic.gov/formsdocuments/f5210-09.pdf https://www.fdic.gov/formsdocuments/f1600-07.pdf https://www.fdic.gov/formsdocuments/f1600-04.pdf