LCCFO17R0007_-_Custodial_Banking_Services.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24 & 30

1. REQUISITION NUMBER

RQ CFO20170028

5. SOLICITATION NUMBER

LCCFO17R0007

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NUMBER 6. SOLICITATION ISSUE

DATE

06/15/2017

7. FOR SOLICITATION INFORMATION

CALL:

a. NAME Andrew Sullivan

b. TELEPHONE NUMBER (No collect calls) 202-707-1739

8. OFFER DUE DATE / LOCAL

TIME

07/06/2017 12:00:00

CODE 9411

Office of Contracts Management Library of Congress 101 Independence Ave SE LA325 Washington, DC 20540-9411

9. ISSUED BY X UNRESTRICTED OR SET ASIDE: % FOR

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS (WOSB)

ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

ECONOMICALLY DISADVANTAGE

WOMEN-OWNED SMALL BUSINESS

(EDWOSB)

8(A)

NAICS:

SIZE STANDARD:

10. THE ACQUISITION IS

SEE

SCHEDULE

11. DELIVERY FOR FOB DESTINATION

UNLESS BLOCK IS MARKED 0 Days: 0.00 %

0 Days: 0.00 % 0 Days: 0.00 % 0 Days: 0.00 %

12. DISCOUNT TERMS

13a. THIS CONTRACT IS

RATED ORDER UNDER DPAS

13b. RATING

RFQ IFB X RFP

14. METHOD OF SOLICITATION

9411CODE15. DELIVER TO

Office of Contracts Management Library of Congress 101 Independence Av SE LA 325 Washington, DC 20540-9411

CODE 941116. ADMINISTERED BY

Office of Contracts Management Library of Congress 101 Independence Av SE LA 325 Washington, DC 20540-9411

FACILITY

CODE

CODE

Telephone No.

17a. CONTRACTOR/

OFFEROR

CODE18a. PAYMENT WILL BE MADE BY Submit Invoices through https://www.ipp.gov

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER SEE ADDENDUM

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS

CHECKED

19. ITEM NO. 20. SCHEDULE OF SUPPLIES/SERVICES

(Use Reverse and/or Attach Additional Sheets as Necessary)

21. QUANTITY 22. UNIT 23. UNIT PRICE 24. AMOUNT

See Lines

25. ACCOUNTING AND APPROPRIATION DATA

See Line Item Detail

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

X 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4, FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE X ARE NOT ATTACHED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4, 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN ____ COPIES TO

ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET FORTH

OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO THE

TERMS AND CONDITIONS SPECIFIED.

29. AWARD OF CONTRACT: REF. _____________________________ OFFER

DATED _________________ . YOUR OFFER ON SOLICITATION (BLOCK 5)

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN,

IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF THE CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 5/2011)

Prescribed by GSA - FAR (48 CFR) 53.212

Document Type: QS Document Number: LCCFO17R0007 Page 1 of 39

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: _________________________________

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

PARTIAL FINAL

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

COMPLETE PARTIAL FINAL

36. PAYMENT 37. CHECK NUMBER

38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER 40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 42a. RECEIVED BY (Print)

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

STANDARD FORM 1449 (REV. 5/2011) BACK

Document Type: QS Document Number: LCCFO17R0007 Page 2 of 39

Table of Contents

Section Description Page Number

B Supplies or Services and Prices/Costs Section B Supplies or Services and Prices

C Descriptions/Specifications/Statement of Work Section C Descriptions and Specifications

G Contract Administration Data LC52.201-3 Contract Administration (AUG 2015) LC52.232-1 Library of Congress Invoice Instructions (Oct 2016)

LC52.232-2 SCHEDULE OF PAYMENTS (JUN 2015)

H Special Contract Requirements LC52.201-1 Contracting Officer's Representative (COR) Appointment and Authority (Jan 2016) LC52.203-1 Contractor Publicity (Oct 2013) LC52.204-2 Physical Security (Mar 2015) LC52.209-1 Conflicts of Interest (Oct 2013) LC52.237-1 Key Personnel (Aug 2014) LC52.237-2 Conduct of Work (May 2015)

I Contract Clauses 52.217-7 Option for Increased Quantity - Separately Priced Line Item (Mar 1989) 52.217-8 Option to Extend Services (Nov 1999) 52.217-9 Option to Extend the Term of the Contract (Mar 2000) LC52.212-4 52.212-4 (DEV) Contract Terms and Conditions - Commercial Items (Feb 2016) LC52.212-5 52.212-5 (DEV) Contract Terms And Conditions Required To Implement Statutes Or Executive Orders - Commercial Items (MAY 2015) LC52.232-25 52.232-25 (DEV) Prompt Payment (Jul 2013) LC52.233-1 52.233-1 (DEV) Disputes (MAY 2014) Section I Contract Clauses 52.203-3 Gratuities (Apr 1984) 52.212-4 Contract Terms and Conditions--Commercial Items (May 2015) 52.232-25 Prompt Payment (Jul 2013) 52.233-1 Disputes (May 2014) 52.242-13 Bankruptcy (July 1995) 52.253-1 Computer Generated Forms (Jan 1991)

J List of Attachments Section J List of Attachments

K Representations, Certifications and Other Statements of Offerors or Respondents 52.212-3 Offeror Representations and Certifications--Commercial Items (Nov 2016) 52.209-5 Certification Regarding Responsibility Matters (Oct 2015)

L Instructions, Conditions and Notices to Offerors or Respondents Section L Instructions, Conditions and Notices to Offerors or Respondents

M Evaluation Factors for Award Section M Evaluation Factors for Award

Document Type: QS Document Number: LCCFO17R0007 Page 3 of 39

Section B - Supplies or Services and Prices/Costs

Item No. Supplies or Services Quantity Unit Unit Price Amount

1 Transition Period 1.000000 LOT

Period of Performance: 07/17/2017 - 07/31/2017

Description: Firm-fixed price

Reference Line: RQ - CFO20170028 - 0001

2 Base Period - Custody Services Fee 1.000000 LOT

Period of Performance: 08/01/2017 - 06/30/2018

Description: Firm-fixed price

Reference Line: RQ - CFO20170028 - 0001

3 Base Period - Transaction Fee 3,500.000000 EA

Period of Performance: 08/01/2017 - 06/30/2018

Description: Fixed price per transaction

Reference Line: RQ - CFO20170028 - 0001

4 Base Period - Transaction Fee - Option 1.000000 EA

Period of Performance: 08/01/2017 - 06/30/2018

Description: Option for Increased Quantity Separately Priced Line Item - FAR 52.217-7

Reference Line: RQ - CFO20170028 - 0001

5 Option Period 1 - Custody Services Fee 1.000000 LOT

Period of Performance: 07/01/2018 - 06/30/2019

Description: Firm-fixed price

Reference Line: RQ - CFO20170028 - 0001

6 Option Period 1 - Transaction Fee 3,500.000000 EA

Period of Performance: 07/01/2018 - 06/30/2019

Description: Fixed price per transaction

Reference Line: RQ - CFO20170028 - 0001

7 Option Period 1 - Transaction Fee - Option 1.000000 EA

Period of Performance: 07/01/2018 - 06/30/2019

Description: Option for Increased Quantity Separately Priced Line Item - FAR 52.217-7

Reference Line: RQ - CFO20170028 - 0001

Document Type: QS Document Number: LCCFO17R0007 Page 4 of 39

8 Option Period 2 - Custody Services Fee 1.000000 LOT

Period of Performance: 07/01/2019 - 06/30/2020

Description: Firm-fixed price

Reference Line: RQ - CFO20170028 - 0001

9 Option Period 2 - Transaction Fee 3,500.000000 EA

Period of Performance: 07/01/2019 - 06/30/2020

Description: Fixed price per transaction

Reference Line: RQ - CFO20170028 - 0001

10 Option Period 2 - Transaction Fee - Option 1.000000 EA

Period of Performance: 07/01/2019 - 06/30/2020

Description: Option for Increased Quantity Separately Priced Line Item - FAR 52.217-7

Reference Line: RQ - CFO20170028 - 0001

11 Option Period 3 - Custody Services Fee 1.000000 LOT

Period of Performance: 07/01/2020 - 06/30/2021

Description: Firm-fixed price

Reference Line: RQ - CFO20170028 - 0001

12 Option Period 3 - Transaction Fee 3,500.000000 EA

Period of Performance: 07/01/2020 - 06/30/2021

Description: Fixed price per transaction

Reference Line: RQ - CFO20170028 - 0001

13 Option Period 3 - Transaction Fee - Option 1.000000 EA

Period of Performance: 07/01/2020 - 06/30/2021

Description: Option for Increased Quantity Separately Priced Line Item - FAR 52.217-7

Reference Line: RQ - CFO20170028 - 0001

14 Option Period 4 - Custody Services Fee 1.000000 LOT

Period of Performance: 07/01/2021 - 06/30/2022

Description: Firm-fixed price

Reference Line: RQ - CFO20170028 - 0001

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15 Option Period 4 - Transaction Fee 3,500.000000 EA

Period of Performance: 07/01/2021 - 06/30/2022

Description: Fixed price per transaction

Reference Line: RQ - CFO20170028 - 0001

16 Option Period 4 - Transaction Fee - Option 1.000000 EA

Period of Performance: 07/01/2021 - 06/30/2022

Description: Option for Increased Quantity Separately Priced Line Item - FAR 52.217-7

Reference Line: RQ - CFO20170028 - 0001

Section B Supplies or Services and Prices

B.1. Schedule of Fee and Prices

Transition Services are firm-fixed price, Custody Services Fees are firm-fixed prices and Transaction fees are firm-fixed price per transaction.

The Optional Transaction-Fee CLINS will be exercised in accordance with FAR 52.217-7

B.2 Contract Type A contract with fixed price and Optional CLINS.

Section C - Descriptions/Specifications/Statement of Work

Section C Descriptions and Specifications

SECTION C – DESCRIPTION / SPECIFICATION / WORK STATEMENT

C.1. INTRODUCTION/BACKGROUND.

The United States Library of Congress (the “Library”) is the nation’s oldest federal cultural institution and largest library in the world.

The Library’s mission is to make its resources available and useful to the Congress and the American people and to sustain and pre-serve a universal collection of knowledge and creativity for future generations. In support of that mission, in 1925, Congress statutor-ily established the Library of Congress Trust Fund Board (the “Board”) to accept gifts, bequests, or devises for the benefit of the Lib-rary, its collections and its services (see 2 U.S.C. §§ 154-160).

The Board is chaired by the Librarian of Congress. The donations fund a variety of Library efforts – acquisition of special materials;

websites, exhibitions, and K-12 lesson plans featuring Library collections; and researcher fellowships, for example. The current total value of the Library trust funds is approximately $153 million. In administering the Library trust funds, the Board is statutorily author-ized to invest, reinvest and retain money and securities. The Board is not authorized to make any investments that could not lawfully be made by a trust company in the District of Columbia. The Board may make any investments directly authorized by the instrument of gift, and may retain any investments accepted by it. The amount currently invested in private securities through the Library’s Growth and Income (G & I) Pool is approximately over $131 million, with approximately 20 individual investment managers, includ-ing separately managed accounts, short-term accounts for cash transfers, mutual funds and other equity investments. The Library

Document Type: QS Document Number: LCCFO17R0007 Page 6 of 39 holds an array of investments, including but not limited to domestic and foreign equities, corporate bonds, and US Government secur-ities. Accounts may be added or deleted as required by the Library.

The Library’s trust fund portfolio is composed of the assets of approximately 120 discrete Library accounts, each of which reflects the specific requirements of an individual instrument of gift and provides income for the Library to operate a discrete activity or project.

Within the Library, the individual trust funds are managed by the Library’s Chief Financial Officer (CFO) and a designated Fund Manager. In coordination with the Budget Office, fund managers develop annual multi-year budgets for each fund with a spending plan to carry out the purpose of the individual gift and trust fund. The multi-year spending plans then inform Library allocations between investment pools, allowing for long-term investment of capital not required for near-term expenditures.

The Board has adopted an investment policy to guide its investment in private securities, which is implemented by the Library with guidance from the Investment Committee. In support of these gift and trust fund programs the Library administers investments in ac-cordance with the stated guidelines and specifications outlined in the investment policy. The overall objectives of the Board’s invest-ment policy are to support the Library’s gift and trust programs through selected investment vehicles that provide stable, growing in-come, are liquid in nature, and maintain the purchasing power of the underlying funds. The Policy addresses permissible and prohib-ited types of investments, investment objectives, payout provisions, liquidity goals, asset allocation targets, and so forth. Under the Board Bylaws and the Investment Policy, an Investment Committee of the Board selects individual fund managers (investment vehicles) within the asset allocations established by the Board in the Investment Policy. The Library’s CFO and her staff implement the Board’s investment decisions and payout policies.

C.2. SCOPE.

Contractor shall provide custodial services for the assets held in the Library gift and trust fund G&I Pool of private securities.

C.3. CONTRACTOR REQUIREMENTS

Custody services shall include, but not be limited to: settlement, safekeeping, accounting and timely reporting of all transactions asso-ciated with the G&I Pool portfolio; online brokerage services for purchase, sale and transfer; and dynamic web-based reporting capab-ilities. Upon request, the custodian will facilitate the liquidation of publicly traded stock donations to the Library, using a separately designated account, transfer settled cash proceeds and report on details of the transaction. Trust accounting services shall be provided in accordance with Generally Accepted Accounting Principles in the United States of America (GAAP).

A. CUSTODY SERVICES.

C.3.1. In General.

a. Hours of Operation. At a minimum, the Contractor shall provide custody services as described herein between core operating hours of 8:30 a.m. to 5:00 p.m. Eastern Time.

b. Proper Instructions.

(1) Definition. “Proper Instructions” means instructions received from the Librarian of Congress as Chair of the Trust Fund Board, the Library of Congress Chief Financial Officer, the Contracting Officer’s Representative, or any person duly authorized by either of them. Proper instructions may be in writing signed by the authorized person or may be in a communication utilizing security codes ef-fected via computer systems (including electronic mail) or may be by such other means as may be agreed to from time to time by the Contractor and the authorized party giving such instructions (including, without limitation, oral instructions, provided that such oral instructions shall be followed by a written verification within one business day.) The Library reserves the right to limit, as necessary, what constitutes Proper Instructions for certain transactions from time to time upon prior written notification to the Contractor.

(2) Individuals Authorized to Give Proper Instructions. The Library shall cause its duly authorized officer to certify to the Contractor in writing the names and specimen signatures of persons authorized to give Proper Instructions and to the extent to which the Con-tractor may act on such authority. The Contractor shall be entitled to rely upon the identity and authority of such persons until it re-ceives notice from the Library to the contrary.

(3) Actions Permitted Without Proper Instruction. The Contractor may, at its discretion, without Proper Instructions from the Lib-rary:

(a) Make payments to itself or others for all nondiscretionary items relating to its duties in settling international transactions under this contract, provided that all such payments shall be accounted for to the Library.

(b) Surrender securities in temporary form for securities in definitive form, endorse for collection checks, drafts, and other negoti-

Document Type: QS Document Number: LCCFO17R0007 Page 7 of 39 able instruments; and in general attend to all nondiscretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of the Library.

c. Investment Manager.

(1) Appointment and Termination of Appointment. The Library at anytime may appoint one or more Investment Managers to man-age the investment of all or any portion of the assets of the Library. In such event, the Library shall notify the Contractor in writing of the appointment of such Investment Manager, and of the portion of the Library’s assets over which the Investment Manager may exer-cise its authority, if any. The Library similarly shall notify the Contractor in writing of the termination of the appointment of any In-vestment Manager.

(2) Authority. The Contractor, in performing its duties under this contract, shall be entitled to rely upon Proper Instructions from the Investment Manager, with such limitations as the Library and the Contractor by written agreement provide. In the absence of such lim-itations, the Contractor shall accept Proper Instructions from the Library if no Investment Manager had been appointed.

d. Agents and Sub-custodians

(1) The Contractor may at its discretion appoint and remove agents or sub-custodians to carry out such of the provisions of this con-tract as the Contractor may from time to time direct; provided, however, that such appointment shall not relieve the Contractor of its responsibilities or liabilities under this contract.

(2) Property or assets of the Library shall be held only with Sub- custodians —

(i) that are “Eligible Foreign Custodians” as defined in Rule 17f-5 promulgated by the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Investment Company Act of 1940, as amended (“Investment Company Act”), which are branches of banks organized under the laws of the United States or any state thereof or which have otherwise been approved by the SEC (by “no-action” letter or exemptive order) for holding securities pursuant to the Investment Company Act or which are otherwise approved in writing by the Library; and,

(ii) that have entered into a written agreement (“Sub-custodian Agreement”) with the Contractor.

e. Advances of Funds. The Library shall provide such funding as may be necessary from time to time in connection with proper disbursements made by the Contractor under the terms of this contract or in the event that such a disbursement would cause the Con-tractor to advance moneys or securities for any such purpose, including the purchase or sale of foreign exchange or of contracts for foreign exchange, or in the event that the Contractor shall incur or be assessed taxes, interest, charges, expenses, assessments, or other liabilities in connection with the performance of this contract, except such as may arise from its own negligent act or negligent omis-sion. In the event that Library funds are insufficient for any such transaction that is proper under the terms of this contract and should the Library fail to provide such funding as may be required for the Contractor to make a proper disbursement as provided hereunder, then Contractor may refuse to complete such transaction, or if applicable, the Contractor shall be entitled to such remedies as are available under the Disputes Clause (FAR 52.233-1 and LC52.233-1).

C.3.2. Settlement

a. Settlement of Transactions.

(1) Portfolio Transactions. The Contractor shall arrange for timely settlement of portfolio transactions, including Library initiated trades, for the Library’s “holding accounts.”

(2) Security Transactions. The Contractor shall settle security transactions on actual settlement date.

b. Collection of Income and Other Payments. The Contractor, its agents or sub-custodians shall collect all income and other pay-ments with respect to the securities held hereunder to which the Library shall be entitled.

(1) Pre-determined income credit only applies to the Library’s domestic assets held in the Contractor’s safekeeping. For all non- US markets, income shall be credited in local currency to the Library’s accounts upon receipt.

(2) Pre-determined income credit shall not be provided on open or failing trades or positions on loan with third party agents.

(3) The following items are exceptions to pre-determined income credit and shall be paid on an actual or as collected basis:

(i) Income on private placement securities;

(ii) Income on bonds in default or that are suspected to present a risk of default or payment delay;

Document Type: QS Document Number: LCCFO17R0007 Page 8 of 39

(iii) Securities for which the amount of income and redemption cannot be calculated in advance of payable date, or determined in advance of actual collection. This includes variable rate instruments and securities lacking valid asset identifiers.

c. Income and Settlement Crediting

(1) The Contractor shall credit or debit the appropriate money account of the Library in connection with the purchase, sale, maturity, redemption, income, dividends or other disposition of securities and other assets held for the time being on behalf of the Library in said accounts on an actual settlement basis.

(2) The Contractor may make available provisional credit of income and dividends on a contractual settlement basis in markets deemed appropriate for such a practice by the Contractor. The Contractor reserves the right to reverse any such crediting at any time before actual receipt of the item associated with the credit when the Contractor determines that actual receipt will not be received in due course for such an item. In such instances, the Contractor may charge the appropriate money account of the Library for the ex-pense of providing funds associated with such advance in an amount not to exceed the rate paid by the Contractor to the Library on such funds. Any such charge to the Library shall be accounted for as a reduction of the income earned.

d. Cash Management Services

On a daily basis, the Contractor shall credit income and trade settlements to accounts and manage the investment of both income and principal excess cash balances. Cash balances equaling or in excess of $1, including U.S. dollars and foreign currency deposits that have been repatriated into U.S. dollars, shall automatically be swept into a short-term investment fund or equivalent daily, thereby en-suring that all cash of the Library is invested overnight. It is expected that the Library will select the short-term investment fund that meets the library’s investment criteria.

e. Daily Valuation of Assets

The Contractor shall determine portfolio market value on a daily basis.

C.3.3. Safekeeping. The Contractor shall provide safekeeping of all segregated and commingled securities (in nominee name F/B/O Library of Congress) and non- commingled assets (e.g. original notes receivable), as directed by the Library.

a. Delivery of Securities and Payment of Moneys. The Contractor shall release and deliver or direct its agents or its sub-custodians to release and deliver, securities and moneys of the Library of Congress held by the Contractor, its agents or its sub-custodians with the Federal Reserve System, in a clearing agency which acts as a securities depository or in another book-entry system for the central handling of securities (collectively a “Securities System”) only upon receipt of Proper Instructions, which may be standing instruc-tions in the following cases:

(1) Upon sale of such securities for the Library, unless otherwise directed by Proper Instructions; (i) in accordance with the custom-ary or established practices and procedures in the jurisdiction or market where the transaction occur, including, without limitation, de-livery to the purchaser thereof or to the dealer therefore (or an agent of such purchaser or dealer) against expectation of receiving later payment; or (ii) in the case of a sale effected through a Securities System, in accordance with the rules governing the operations of the Security System.

(2) Upon the purchase of securities for the Library, unless otherwise directed by Proper Instructions; (i) in accordance with the cus-tomary or established practices and procedures in the jurisdiction or market where the transactions occur, including, without limita-tion, delivery of moneys to the seller thereof or to the dealer therefore (or an agent for such seller or dealer) against expectation of re-ceiving later delivery of such securities; or (ii) in the case of a purchase effected through a Securities System, in accordance with the rules governing the operation of such Securities System;

(3) Upon the receipt of payment in connection with any repurchase agreement related to such securities;

(4) To the depository agent in connection with a tender or other similar offer for securities;

(5) To the issuer thereof or its agent when such securities are called, redeemed, retired or otherwise become payable; provided that, unless otherwise directed by Proper Instructions, the moneys or other consideration is to be delivered to the Contractor, its agents or its sub-custodians;

(6) To the issuer thereof, or its agent, for transfer into the name of the Contractor or of any nominee of the Contractor or into the name of any of its agents or sub-custodians or their nominees or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units;

(7) To brokers, clearing banks or other clearing agents or examination in accordance with standard customary delivery instructions;

(8) For exchange or conversion to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securit-

Document Type: QS Document Number: LCCFO17R0007 Page 9 of 39 ies of the issuer of such securities, or pursuant to provisions for conversion contained in such securities or pursuant to any deposit agreement; provided that, unless otherwise directed by Proper Instructions, the new securities and moneys, if any, are to be delivered to the Contractor, its agents or its sub-custodians;

(9) In the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securit-ies or the surrender of interim receipts or temporary securities; provided that, unless otherwise directed by Proper Instructions, the new securities and moneys, if any, are to be delivered to the Contractor, its agents or its sub-custodians;

(10) For the payment of any expense or liability including but not limited to the following payments: interest, taxes, management, accounting, transfer agent fees, legal fees and operating expenses; and,

(11) For the sale or purchase of foreign exchange or foreign exchange contracts for the account of the Library, including transactions executed with or through the Contractor, its agents or its sub- custodians.

b. Registration of Securities. Securities held by the Contractor, its agents or its sub-custodians (other than bearer securities or secur-ities held in a Securities System) shall be registered in the name of the Contractor F/B/O Library of Congress or in the name of any nominee of the Contractor or in the name of any of its agents or its sub-custodians or of their nominees.

c. Central Depository and Nominee Holder. The Contractor shall act as the central depository and nominee holder of the Trust Fund assets of the Library and as the transaction clearing component of the Trust Fund assets.

d. Proxies and Communications Relating to Fund Securities

(1) The Contractor shall, with respect to the securities held hereunder, cause to be promptly executed by the registered holder of such securities proxies received by the Contractor from its agents or its sub-custodians or from issuers of the securities being held for the Library, without indication of the manner in which such proxies are to be voted, and, upon receipt of Proper Instructions, shall promptly deliver such proxies, proxy soliciting materials and other notices relating to such securities.

(2) The Contractor shall, unless otherwise directed by Proper Instructions by the Library, transmit promptly to the Investment Man-ager written information (including, without limitation, dependency of calls and maturities of securities and expirations of rights in connection therewith) received by the Contractor from its agents or its sub-custodians or from issuers of the securities being held for the Library. With respect to tender or exchange offers, the Contractor shall transmit promptly to the Investment Manager written in-formation received by the Contractor from its agents or its sub-custodians or from issuers of the securities whose tender or exchange is sought and from the party (or his agents) making the tender or exchange offer.

e. Tax Law. The Contractor shall have no responsibility or liability for any obligations now or hereafter imposed on the Library or the Contractor as custodian of the Library’s assets by the tax law of the United States of America or any state or political subdivision thereof. It shall be the responsibility of the Library to notify the Contractor of the obligations imposed on the Library or the Contractor as custodian of the Library’s assets by the tax law of jurisdictions other than those mentioned in the preceding sentence, including re-sponsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting.

The sole responsibility of the Contractor with regard to such tax law shall be to use reasonable efforts to assist the Library with respect to any claim for exemption or refund under the tax law of jurisdictions for which the Library has provided such information.

f. Foreign Tax Filings. Subject to receipt of proper documentation from the Library, the Contractor shall make the necessary filings in connection with obtaining tax exemptions and tax reclamations for the Library in the foreign countries in which the Library holds and trades securities.

C.3.4. Accounting, Internal Controls, and Reporting

a. Compliance with Generally Accepted Accounting Principles (GAAP). The Contractor shall provide accounting services for all as-sets held by the bank and all other transactions for the Library in accordance with GAAP in the United States of America.

b. Internal Controls. The Contractor shall maintain all necessary internal controls, including complete documentation on all custodial activities, and maintain records in accordance with GAAP, including double entry accounting.

c. Portfolio Reporting. The Contractor shall provide reports on a trade date accounting basis for each portfolio and in total. The re-ports shall be provided electronically (in an agreed upon format), hard copy, or any other medium acceptable to both parties. See Sec-tion C.4., Deliverables, for detail on required reports.

C.3.5. SAS 70 Reporting Requirement:

a. Given that the Contractor’s custodian bank operations will be an integral part of the Library’s system and processes, the Contract-or must prepare the report pursuant to the requirements of the American Institute of Certified Public Accountants’ (AICPA) Statement of Auditing Standards (SAS) No. 70 and must be provided, on an annual basis to the Library’s CFO for further distribution to others within the Library, as needed. That report will provide the CFO with a detailed description of the Contractor’s controls over the cus-todian bank operations. That independent assessment will also provide input as to whether those controls have been placed into opera-

Document Type: QS Document Number: LCCFO17R0007 Page 10 of 39 tion, are suitably designed, and whether they are operating effectively. That information must also be made available to the Library’s Office of Inspector General in connection with their responsibilities in auditing Library financial statements and other aspects of Lib-rary operations. Accordingly, the Contractor agrees to make arrangements with a licensed CPA firm to perform a SAS 70 audit of its custodian bank operations.

The Contractor agrees that it shall provide the Library with a SAS 70 (Type II) report, which will include an opinion as to whether:

(1) the Contractor’s description of its controls over the custodian bank operations present fairly, in all material respects, the relevant aspects of the Contractor’s service organization’s controls that had been placed in operation as of a specific date;

(2) the controls were suitably designed to achieve specified control objectives; and

(3) the controls that were tested were operating with sufficient effectiveness to provide reasonable, but not absolute, assurance that the control objectives were achieved during all periods over the contract duration.

C.3.6. Customer Service

a. Online Access to Data About the Library Portfolio. The Contractor shall provide the Library and the Library’s Investment Con-tractor with secure web-based online access to data about the Library portfolio, as follows:

(1) Prior Business Day. All portfolio transactions, holdings data and market values (updated daily for publicly traded securities) with transactions, holdings and market values as of the prior business day. This includes the recordation of all transactions (including di-vidends and capital gains on mutual funds) within one day of settlement. The Contractor shall ensure the online account for the Lib-rary is updated on a daily basis.

(2) Open Corporate Actions. Information pertaining to any open corporate actions.

(3) Historical Data. Historical accounting data for the Library’s current and prior fiscal year and additional history shall be restored for electronic or hardcopy access upon request. All correspondence and contractual documentation must be maintained for the life of the contract.

b. Ad Hoc Reports. The Contractor’s web-based online system shall enable the Library and the Library’s Investment Manager to create and modify ad hoc reports of data about the Library’s portfolio.

c. Automated System Interface. If requested by the Library, the Contractor shall provide data through an automated system inter-face/download from the Contractor’s system of record to the Library’s Central Financial Management System (CFMS) or endowment tracking system. The data is to be provided in a mutually agreed upon format that will enable the Library to directly load the data into the CFMS/endowment tracking system.

d. Educational Conferences. The Contractor shall provide the Library with up to three (3) slots in any relevant educational confer-ences the Contractor may offer to its clients. Attendance at such conferences shall be provided to the Library either at no additional cost or for a charge explicitly listed in the proposal. This would include the cost of related meals offered as part of the formal confer-ence program. Non-training or non-educational activities offered at the conference including, but not limited to, golf, fishing, tours, entertainment, etc., would not be included, as the Library can neither pay for nor may individual employees accept these items. The Library shall pay its own travel, lodging, per diem, and other subsistence expenses (e.g. if meals are not offered to all attendees as part of the conference) for attendees at such conferences. The Library will advise the Contractor of its acceptance or declination of such slots offered for any particular educational conference.

C.4. DELIVERABLES

C.4.1. Reports. The Contractor shall deliver to the Library various standard reports of Accounting, Cash, Transactions, Gain/Loss, Income & Expense, and Audits, as described herein. The Contractor shall also provide support necessary to enable the Library to cre-ate and modify ad hoc reports using the Contractor’s online reporting tools.

a. Delivery. The reports shall be made available to the Library and to the Library’s Investment Contractor electronically by the fifth business day of the month following the last day of the month of the period being reported. After a report is made available electronic-ally, upon request of the Library, the Contractor shall deliver to the Library a hard copy of that report.

b. Format. The particular formatting and layout of a report shall be as agreed by the Library and the Contractor.

Document Type: QS Document Number: LCCFO17R0007 Page 11 of 39

c. Required Standard Reports. The Contractor shall deliver the reports identified below.

Accounting Reports A1 Computation of Net Asset Value — Re-flects ending balance of assets, liabilities, income, expenses, and capital.

Monthly

A2 Market Value Reconciliation — Reflects values of mutual funds showing the end of month prices and market values.

Monthly

A3 Account Position Appraisal – Summary and Detail Reflects appraised value of all assets by asset type. The report shall contain the following items:

- asset ID

- original face

- asset description

- unit cost

- total cost

- unit price

- market value

- currency/percentage of total fund

- unrealized gain/loss

Monthly

Cash Reports C1 Cash Transaction – Summary and Detail

— Summary reflects a summary of all cash transactions during the month. Detail re-flects the beginning cash balance of the portfolio and categorizes the receipts and disbursements during the month to arrive at the ending balance for the month. Typical transactions may include the following:

- purchases and sales of securities

- income/dividends received

- paydowns received

- expenses paid

- acquisitions and liquidations for the cur-rent month

- short term investment fund (STIF) pur-chases and sales

- transfers in and out between investment manager accounts

- miscellaneous cash transactions

Monthly

C2 Base Equivalent Cash — Reflects the be-ginning cash balance of the portfolio and categorizes the receipts and disbursements during the month to arrive at the ending bal-ance for the month, both foreign and do-mestic.

Monthly

C3 Base Equivalent Cash – Summary By Fund — Reflects a summary of all cash transactions, both foreign and domestic as reflected in the Cash Transaction report.

Monthly

Transaction Reports T1 Portfolio Purchases - Reflects purchases of securities by category:

- cash equivalents

- short term maturities

- equities

Monthly

Document Type: QS Document Number: LCCFO17R0007 Page 12 of 39

- fixed income

- options

- futures

- other categories identified by the Custodi-an

T2 Portfolio Sales - Reflects sales of securities by category:

- cash equivalents

- short term maturities

- equities

- fixed income

- options

- futures

- other categories identified by the Custodi-an

Monthly

T3 Share Activity - Reflects share activity by:

- beginning balance of shares

- shares issued for the month

- shares liquidated for the month

- dollar value withdrawal for the month

- dollar value contributed for the month

Monthly

T4 Open Trades – Purchases & Sales — Re-flects securities that were purchased or sold during the month but not yet settled as of the last day of the month.

Monthly

T5 Open Corporate Actions — Reflects stock-splits, dividends, spin-offs, etc. that were not yet settled on the last day of the month.

Monthly

T6 Adjustment Report — Reflects items that were adjusted during the current month.

Monthly

Gain/Loss Reports GL1 Realized Gain/Loss by Asset Type - Re-flects realized gains and losses by:

- asset/security ID

- asset name

- cost basis

- market value

- current year realized gain/loss

- inception to date realized gain/loss by as-set type

- totals by asset type

- report totals

Including but not limited to: futures, for-wards, swaps, swaptions, options, equities, fixed income, limited partnerships (private equity, real estate, timberland, oil & gas), separate account assets (real estate, timber-land, oil & gas)

Monthly

GL2 Unrealized Gain/Loss — Reflects unreal-ized gains and losses by:

- asset/security ID

- asset name

- cost basis

- market value

- current year unrealized gain/loss

- inception to date unrealized gain/loss by asset type

Monthly

Document Type: QS Document Number: LCCFO17R0007 Page 13 of 39

- totals by asset type

- report totals

GL3 Mutual Funds Gain/Loss & Income Breakdown - Reflects activity for itemized mutual funds by:

- net income

- YTD total net income

- realized gain/loss

- YTD total realized gain/loss

- unrealized gain/loss

- total change in unrealized gain/loss

Monthly

Income and Expense Report IE1 Dividends Payable/Receivable Monthly IE2 Interest Payable/Receivable Monthly IE3 Tax Reclaim Receivable — Reflects tax payments due from sales of foreign securit-ies.

Monthly

IE4 Broker Commission – Summary and De-tail — Reflects broker commission detail and summary, in base currency.

Quarterly Fiscal- Year-End

Audit Reports AU1 SAS 70 Report — Annual or semi-annual report to be prepared pursuant to the re-quirements of the American Institute of Cer-tified Public Accountants’ (AICPA) State-ment of Auditing Standards (SAS) 70 which provides a detailed description of the con-tractor’s controls over custodian bank oper-ations.

Annually

C.4.2 Documentation. The Contractor shall maintain and provide copies of proper documentation as noted below for each transaction involving custody and investment of the Library’s assets.

a. Delivery. The documentation shall be made available to the Library and to the Library’s Investment Consultant electronically by the fifth business day of the month following the last day of the date of the transaction being documented. Upon request by the Library, the Custodian shall deliver to the Library a hard copy of that documentation.

b. Required Documentation. The Contractor shall maintain and deliver the documentation identified below:

D1 Intrafund transfers, e.g. cash transfers from holding account to managers’ accounts (copies of documenta-tion required for all transactions involving the Non-

Commingled Holding Account)

D2 Investment Managers’ trades including copies of con-firmations, fail reports, etc.

D3 Income and expense transactions (copies of docu-mentation for payments and accruals required)

D4 Adjustments to accounts and reports (copies of docu-mentation required)

PERIOD OF PERFORMANCE

ITEM START END

1 07/17/2017 07/31/2017

Document Type: QS Document Number: LCCFO17R0007 Page 14 of 39

2 08/01/2017 06/30/2018

3 08/01/2017 06/30/2018

4 08/01/2017 06/30/2018

5 07/01/2018 06/30/2019

6 07/01/2018 06/30/2019

7 07/01/2018 06/30/2019

8 07/01/2019 06/30/2020

9 07/01/2019 06/30/2020

10 07/01/2019 06/30/2020

11 07/01/2020 06/30/2021

12 07/01/2020 06/30/2021

13 07/01/2020 06/30/2021

14 07/01/2021 06/30/2022

15 07/01/2021 06/30/2022

16 07/01/2021 06/30/2022

Section G - Contract Administration Data

LC52.201-3 Contract Administration (AUG 2015)

This contract will be administered by:

Library Contracting Officer

Andrew Sullivan The Library of Congress

Office of Contracts & Grants Management

101 Independence Ave., S.E.

Washington D.C. 20540-9414 Phone: (202) 707-1739 Email: ansu@loc.gov

Library Contract Specialist

Moji Adejuwon The Library of Congress

Office of Contracts & Grants Management

101 Independence Ave., S.E.

Washington D.C. 20540-9414 Phone: (202) 707-0400 Email: moad@loc.gov

Library Contracting Officer Representative

TBD at contract award Phone:

Email:

Contractor Contract Administrator

TBD at contract award Phone:

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Email:

(End of clause)

LC52.232-1 Library of Congress Invoice Instructions (Oct 2016)

The Contractor must prepare and submit invoices electronically to: https://www.ipp.gov. The Contractor may submit payment requests using other than electronic means only when alternate procedures are authorized by the contracting officer in writing. Assistance is available via the IPP Help Desk via email at: ippgroup@bos.frb.org or by commercial telephone at (866) 973-3131. Invoices shall contain the information required in FAR 52.212-4, paragraph (g).

(End of Clause)

LC52.232-2 SCHEDULE OF PAYMENTS (JUN 2015)

The contractor must submit invoices for payment upon delivery of the items or successful performance of the events identified below pursuant to the standards and acceptance criteria defined in this contract.

[Identify schedule of payments and associated deliverables, milestones, events]

Deliverable/Event Date CLIN 1 (Full Amount) Upon completion of the transition services and receipt and approval of proper invoice CLINs 2, 5, 8, 11 and 14 In 12 installments, monthly – Upon receipt of the services and receipt and approval of proper invoice CLINs 3, 6, 9, 12 and 15 In 12 installments, monthly – Upon receipt of the services and receipt and approval of proper invoice CLINs 4, 7, 10 13 and 16 Based on usage – monthly - Upon receipt of the services and receipt and approval of proper invoice

(End of clause)

Section H - Special Contract Requirements

LC52.201-1 Contracting Officer's Representative (COR) Appointment and Authority (Jan 2016)

(a) Performance of work under this contract is subject to the technical direction of the COR. The term “technical direction” includes, without limitation, direction to the contractor that directs or redirects the labor effort, shifts the work between work areas or locations, and/or fills in details and otherwise serves to ensure that tasks outlined in the contract are accomplished satisfactorily.

(b) Technical direction must be within the scope of the contract specification(s)/work statement. The COR does not have authority to issue technical direction that:

(1) Constitutes additional work outside the contract specification(s)/work statement;

(2) Constitutes a change as defined in the “Changes” clause of this contract;

(3) Causes an increase or decrease in the contract price, or the time required for contract performance;

(4) Changes any of the terms, conditions, or specification(s)/work statement of the contract;

(5) Interferes with the contractor's right to perform under the terms and conditions of the contract; or

(6) Directs, supervises or otherwise controls the actions of the contractor's employees.

Document Type: QS Document Number: LCCFO17R0007 Page 16 of 39

(c) Technical direction may be oral or in writing. The COR must confirm oral direction in writing within five workdays, with a copy to the Contracting Officer.

(d) The Contractor shall proceed promptly with performance resulting from the technical direction issued by the COR. If, in the opin-ion of the contractor, any direction of the COR or the designated representative falls within the limitations of (b) above, the contractor shall immediately notify the Contracting Officer no later than the beginning of the next Government work day.

(e) Failure of the Contractor and the Contracting Officer to agree that technical direction is within the scope of the contract shall be subject to the terms of the “Disputes” clause of this contract.

(End of clause)

LC52.203-1 Contractor Publicity (Oct 2013)

The Contractor, or any entity or representative acting on behalf of the Contractor, may not refer to the equipment or services furnished pursuant to the provisions of this contract in any news release or commercial advertising, or in connection with any news release or commercial advertising, without first obtaining explicit written consent to do so from the Contracting Officer. Should any reference to such equipment or services appear in any news release or commercial advertising issued by or on behalf of the Contractor without the required consent, the Government will consider institution of all remedies available under applicable law.

(End of clause)

LC52.204-2 Physical Security (Mar 2015)

Access to Library buildings and grounds is governed by 36 C.F.R. part 702 - Conduct on Library Premises. Contractor staff must com-ply with requirements and restrictions and related Library of Congress Regulations and Directives.

(End of clause)

LC52.209-1 Conflicts of Interest (Oct 2013)

The services required in performance of this contract involve access to non-public information and/or services that are closely associ-ated with the performance of inherently governmental functions that may result in conflicts of interest related to this contract, other contracts, or future contracts for which the contractor may intend to compete. Federal Acquisition Regulation subpart 9.5 describes circumstances and provides illustrative examples of circumstances that may give rise to conflicts of interest.

The Contractor must identify to the contracting officer any conflicts of interest, actual or potential, that may reasonably be expected to arise in performance of this contract. The contractor must provide a detailed written description of the conflict of interest and a plan explaining any and all steps the Contractor will undertake to avoid or mitigate the conflict. Failure to disclose actual or potential con-flicts of interest may subject the Contractor to corrective action including but not limited to termination of this contract, debarment of the contractor, and/or other appropriate civil or criminal actions.

It is solely within the discretion of the Library to determine whether or not a conflict of interest exists and whether any mitigation plan submitted by the Contractor mitigates a conflict.

The Contractor shall include this clause in all subcontracts, consultant agreements, and lower tier subcontracts unless a waiver is gran-ted by the Contracting Officer.

(End of clause)

LC52.237-1 Key Personnel (Aug 2014)

The personnel designated as key personnel in this contract are considered to be essential to the work being performed hereunder.