Statement_of_Work.pdf

Loan Support and Asset Management Services Contractor

Statement of Work

1.0 GENERAL

OPIC (hereafter referred to as "OPIC") is seeking loan support and asset management services to provide loan support, asset management, and other financial management support services to a growing portfolio of direct investment loans (DIs) originated by OPIC. OPIC is seeking a contractor with the demonstrated interest and capability to support a portion of the duties currently performed by OPIC's Portfolio Management Division (“PMD”) in servicing DIs, particularly in the area of loan monitoring. The successful offeror will manage, in close cooperation with PMD, a selected portfolio of DIs designed to establish a base level of asset management duties and responsibilities for the assigned Direct Investment Loan portfolio.

1.1 BACKGROUND AND PROCEDURES

A. LOAN SUPPORT AND ASSET MANAGEMENT SERVICES

1) Description of OPIC

OPIC is the U.S. Government’s development finance institution. It mobilizes private capital to help address critical development challenges and in doing so, advances U.S. foreign policy and national security priorities. Because OPIC works with the U.S. private sector, it helps U.S. businesses gain footholds in emerging markets, catalyzing revenues, jobs and growth opportunities both at home and abroad. OPIC achieves its mission by providing investors with financing, political risk insurance, and support for private equity investment funds, when commercial funding cannot be obtained elsewhere. Established as an agency of the U.S. Government in 1971, OPIC operates on a self-sustaining basis at no net cost to American taxpayers.

All OPIC projects adhere to high environmental and social standards and respect human rights, including worker's rights. By mandating high standards, OPIC aims to raise the industry and regional standards of the countries where it funds projects. OPIC services are available for new and expanding business enterprises in more than 160 countries worldwide.

Over the agency's 45 year history, it has supported more than $200 billion of investment in over 4,000 projects, supporting almost $77 billion in U.S. exports and more than 278,000 American jobs.

2) Introduction to OPIC's Loan Programs

OPIC currently administers a large portfolio of Direct Investment Loans (DIs), and Loan Investment Guarantees (IGs). The OPIC IGs are issued to capital market investors. Increasingly OPIC is providing whole or partial guaranties to independent financial institutions which fund loans for their own account or for the account of approved third party lenders.

Portfolio Characteristics.

The portfolio administered by the PMD unit at OPIC currently consists of direct loans and loans that carry a full or partial OPIC guarantee.

a. Direct Loans (DIs): OPIC manages a portfolio of direct loans which were made by the agency to borrowers in approximately 160 countries under OPIC's direct loan authority. The volume of direct loans has increased in the past 12 months and it is expected that new loans will be added by OPIC's own efforts to the direct loan portfolio over the course of each of the coming years. The borrowers under OPIC DIs are, in all cases, private companies. The typical direct loan has a final maturity of 10 years, with an 8-year amortization period beginning after 2 years of grace on principal repayments, and quarterly or semi-annual interest payments. Almost every loan is denominated in US dollars, although OPIC is exploring the ability to issue loans in local currency. Interest rates are usually fixed for the life of the loan at the rate in effect at the time of each disbursement under the loan commitment, so any loan with more than one disbursement may have multiple interest rates, one for each disbursement.

Repayment dates for each disbursement are currently adjusted to a common quarterly or semiannual repayment date at which time principal and interest on each disbursement is due. Loans may have undisbursed balances, on which the borrower pays a commitment fee, and which may be drawn at future dates provided the borrower is able to meet conditions precedent to the requested disbursement and as contained in the loan agreement between OPIC and the borrower. The borrower is also obligated to pay an annual "maintenance fee" to assist in defraying the cost of managing these loans. Funding for these loans comes principally from monies borrowed by OPIC from the U.S. Treasury.

In some cases, the original loans have been restructured or rescheduled because of the inability of borrowers to meet debt service requirements. Typically, in such cases, a series of defaulted payments is rescheduled to reflect a later maturity date than the original loan.

PMD provides client contact and asset management services for the agency. Subsequent to underwriting, approval and documentation of the loan, and after the first disbursement of the loan has been made, the originating department transfers the responsibility for management of the loan to PMD.

The PMD unit becomes the principal point of contact for the borrower over the life of the loan. PMD interacts with the borrower in all facets of administering the loan including any subsequent disbursements, compliance with Conditions Precedent to disbursement as contemplated in the loan agreement, reviews and approves requests for waivers of certain Conditions Precedent, coordinates with OPIC's Legal Affairs department in the documentation of necessary waivers and amendments, performs annual reviews of the loans, reviews and perfects as necessary an interest in collateral, risk rates the loans against a set of internal OPIC criteria, provides quarterly reviews of such distressed loans, recommends and implements restructures as needed, recommends write-downs and write-offs if required, pursues collateral and guarantees as appropriate and takes all other steps necessary to provide efficient administration of the Direct Loan portfolio under the general description of "Asset Management."

During the life of the contract, a group of loans will be assigned to the contractor for asset management in close support of PMD. For planning purposes the contractor can assume a portfolio of approximately 30 to 60 direct loans will be made available for management under this contract.

OPIC will retain responsibility for invoicing, processing of payments from the borrower and primary borrower contact. In order to assist offerors in assessing the variety loans that might be managed under this contract, a sanitized list of a representative sample of 30 direct loans will be made available to interested offerors with details on the size of the loan, country of the project, repayment schedules and similar information. Offerors may assume that all of the other direct loans that may be included in this contract will be of similar characteristics.

b. Loan or Investment Guarantees (IGs): OPIC has loan guarantees on loans, made by eligible investors (U.S. lenders) to U.S or foreign corporations and non-governmental entities in approximately 42 countries. These loan guarantees, covering 100% of principal and interest, were approved under programs designed to provide limited recourse project finance to large infrastructure projects such as power plants, telecommunications networks, other infrastructure improvements, manufacturing operations and other discrete, generally stand alone, projects. These guaranteed loans have a variety of final maturities, ranging from 10 to 25 years, often with grace periods before amortization begins.

Semi-annual interest payments may be fixed for the life of the loan or indexed to a market rate, such as one-month Treasury yields or LIBOR. Guaranteed loans are sometimes denominated and repayable in local currencies. When a guaranteed loan is rescheduled, OPIC normally continues to pay the lender according to the original schedule of interest and principal payments and collects from the borrower according to the new schedule. OPIC may, however, pay the lender in full and retire its guaranty. The rescheduled loan in either case, therefore, is administered as if it were a direct loan.

At present, PMD provides a similar level of service for these IGs as it does for the Direct Loan portfolio. In effect OPIC acts as lender of record to these projects but then sells 100% Certificates of Participation (COPs) to eligible U.S investors with full recourse to OPIC. Another significant distinction between the Direct Loan portfolio and the IG portfolio is the existence of a contractual relationship, as part of the financing documentation, with a Paying Agent, which entity collects disbursement funding from eligible investors, coordinates disbursement payments to the borrower under direction from OPIC, collects repayments of principal and interest and guaranty fees from the borrower, pays eligible investors contracted principal and interest amounts due and remits guaranty fees to OPIC.

c. Typically these loans are designed to support financial activities of eligible investors (lenders) with active involvement in mortgage lending, small and medium enterprise lending, micro-finance or similar activities.

3) Nature of OPIC Clients Receiving Direct Loans

Eligible sponsors under OPIC's direct loan program are defined as US firms with less than $250 million in annual consolidated revenues or less than $67 million in net worth. Typical US sponsors must provide at least 25% of the equity to a venture that may be the named borrower under the OPIC Direct Loan. Loans can be made to the U.S. companies, branches of U.S. companies, joint ventures between U.S. companies and local partners or similar structures.

4) Geographic Focus

OPIC's Direct Loans can be made to support projects in any of the over 160 countries in which OPIC programs are open.

2.0 REQUIREMENTS

The activities to be performed for OPIC by the contractor under the scope of work are widely varied and the degree of expertise needed is high. This is necessary to insure that the agency's credit programs are effectively administered and that financial and credit reporting on the activities involved meets the high standards required for audited financial statements. OPIC shall contract with a single organization to provide the required services in order to simplify management of the contract and to insure accountability for the results, as described below. However, if appropriate, offerors may propose teaming or other appropriate arrangements to perform certain facets of the services required in order to insure the requisite level of expertise for each activity.

DUTIES: The contractor will provide all the following required services with respect to the 30 to 60 loans.

OPIC will assign an OPIC asset management officer for each loan assigned to the successful offeror to act as liaison with PMD and to be the primary contact with the borrowers.

Required Duties: These services include preparation of annual reviews, amendments, waivers and consents, maintenance of documents, ongoing assessment of the underlying projects, loan ratings and workout plans, development, (and implementation and management if and when requested) of certain types of criticized and classified assets, and limited financial reporting. The following items are not meant to be all-inclusive and the contractor should follow best industry practices in managing a portfolio of loans.

1) Loan Management

• Establish and maintain a loan-servicing file that includes basic loan documentation and security documentation. OPIC will provide access to original documentation so that copies can be made for use by the asset manager.

• Monitor borrowers' loan repayment status through review of the OPIC produced Loan Payment Status report. (Attachment 1)

• Maintain a loan covenant tracking system and track covenants for each loan.

• Receive and draft response to correspondence received from the borrower.

• Receive and process disbursement requests from borrowers with undrawn balances on committed loans. Actual disbursements will be approved and made by OPIC.

• Draft standardized forms, letters and disclosures.

2) Prepare Annual Loan Reviews (ALRs) and other credit related reports

• Prepare Annual Loan Reviews (ALRs) in a format compatible with that currently used by OPIC

(Attachment 2)

• Monitor, track, receive and spread financial statements received from the borrower, and certain sponsors or guarantors, as necessary, in a format compatible with the financial statement spreading system maintained by OPIC (OPIC currently uses the Moody's Financial Analyst (FAMAS) system to spread borrower and guarantor financial statements.)

• Monitor, track, and receive all other reports as required under individual loan agreements

• Analyze financial statements, borrower reports, industry information and other sources in preparing the

Annual Loan Review.

• Ensure that insurance and other forms of protection and collateral remain available to OPIC.

• Prepare Scorecards

3) Draft certain amendments, waivers and consents

• Receive and review certain correspondence from the borrower requesting changes to the loan agreement or certain covenants and terms contained within such agreements

• Make determinations as to the credit implications and business necessity of agreeing to such changes to terms in the loan agreements, covenants or terms, as appropriate.

• Prepare Credit Action Memos (CAMs) to obtain approval for such requests.

• Prepare amendments to loan agreements as necessary or document waivers and consents granted, in cooperation with OPIC Legal Affairs or OPIC designated outside counsel as directed.

• Obtain borrowers signature and other acknowledgement as necessary to any amendment, waiver or consent provided.

4) Maintain documents

• Handle the filing storage, retrieval and protection of documents and other records received by the contractor relating to OPIC's direct loan program in compliance with OPIC's records management system.

• Deliver on a periodic basis to OPIC all such correspondence for insertion into OPIC's official records management system.

• Link all loan records and documents (e.g. letters and forms) to loans and maintain such correspondence in a format that complies with OPIC's record management system

• Make available upon request to OPIC personnel or designated third parties such documents prior to their being delivered to OPIC's custody.

5) Loan Ratings on a quarterly basis, and more frequently if necessary:

• Risk Rate the DIs in compliance with the OPIC score card system (Attachment 3)

• If recommending a change in Risk Rating for any particular credit, prepare a credit rating memorandum for OPIC approval. (Attachment 4 - Sample)

• Prepare quarterly Loan Monitoring memorandums for review by OPIC.

• Participate in quarterly Risk Rating and Review meetings chaired by OPIC.

6) Workout Plan

• In close collaboration with PMD officers, analyze and review all loans under management to determine if workout activities are necessary

• Prepare Workout Action Plan (WAPs) for all loans that are rated 8 or below as per the OPIC Risk Rating system. These WAPs will be subject to approval of appropriate levels at OPIC according to OPIC's own internal delegations of authority. (Attachment 5- Sample)

7) Management of Certain Types of Criticized and Classified Assets.

• Actively manage all loans rated 8-12.

• Initiate and/or assist in collection efforts as requested by PMD.

8) Limited Financial and Management Reporting

• Prepare ad hoc reports on volume of loans under management, groupings by risk ratings, migration analyses, annual loan review schedules, covenant compliance tracking reports and similar reports as requested from time to time by OPIC.

• Maintain data, work product and reports in a state that is readily available for review, and if necessary, audit by OPIC and or its agents.

3.0 PLACE OF PERFORMANCE

The contractor may perform services under the contract from any location within the United States that allows for the timely and efficient performance of such services. Because OPIC personnel who will have contact with the contractor personnel are located in Washington, D.C., the contractor will be required to have an office within the Washington, D.C. metropolitan area staffed by contractor employees with sufficient responsibility to respond promptly to agency requests. The contractor will be expected to interact on a regular basis with OPIC's PMD staff in order to manage the assigned loans.

4.0 PERSONNEL SECURITY/ SUITABILITY CLEARANCE REQUIREMENTS

All contract personnel who will have access to United States Overseas Private Investment Corporation data or websites shall have an Overseas Private Investment Corporation approved background investigation prior to gaining access to the Overseas Private Investment Corporation (per the standards in 5 CFR Part 731). Overseas Private Investment Corporation approved background investigations may include the Applicant Name Check, the National Agency Check and Inquiry (NACI), Special Agreement Check (OFI- 86C), and/or other Overseas Private Investment Corporation approved previous investigation(s). Personnel and Physical security contract employees must be able to obtain and maintain a favorable fitness / suitability determination.

Should the Contracting Officer or designee receive an unsuitable report on any contract employee as a result of processing the required forms, or should an existing employee under this contract become unsuitable or unfit for assigned duties in this regard, the Contractor will be advised by the Government that such employee cannot be assigned to work or continue to work under the contract. The Contractor shall immediately remove any such employee and begin the process to replace him/her with a suitable substitute.

Potential contract employees who have previously had their suitability determined may not need to submit forms, pending verification to the Overseas Private Investment Corporation by the prior Government agency or unless one (1) calendar year or more has elapsed since they last started work. These potential contract employees shall, however, submit, in lieu of Overseas Private Investment Corporation required paperwork and prior to employment, a statement on the prior agency’s letterhead that they have a current suitability determination. In addition to being submitted on the respective agency's letterhead, the statement shall also list the following: Full Name, Social Security Number, Date of Birth, and a Point-of-Contact, including an up-to-date telephone number, contract number(s), and performance dates for contracts on which they have or are currently participating, which required such a determination.

Applicants may be required to complete the following:

• Personal Identification Verification (PIV) Online Training

• I-9 Form, Employment Eligibility Verification

• SF-85, Questionnaire for Non-Sensitive Positions

• Fingerprints

OF-306, Declaration for Federal Employment

5.0 NON-DISCLOSURE AGREEMENT

The Contractor shall deliver to the COR a signed nondisclosure agreement (NDA) for all Contractor personnel for whom there exists the possibility of coming into contact with “OPIC materials and information,” as defined in the NDA. All such Contractor personnel must sign and submit to the COR the Nondisclosure Agreement included in Section 17 herein. The Contractor shall provide the signed nondisclosure agreements to the COR prior to the Contractor’s staff commencing their assigned duties within the Overseas Private Investment Corporation’s headquarters building or at any of its other offices.

6.0 TRAVEL

Contractor travel shall not be required to travel to support this effort.

7.0 KICK-OFF MEETING

The Contractor shall attend a Kick-Off Meeting with the COR not later than five business days after the date of award. The purpose of the Kick-Off Meeting, which will be chaired by the COR, is to discuss technical objectives of the Statement of Work. The Kick-Off Meeting will be held at the Government’s facility.

8.0 INTELLECTUAL PROPERTY

All Contractor developed processes and procedures and other forms of intellectual property first developed under this contract shall be considered Government property. All documentation, photography and electronic data and information collected by the Contractor and entered into or generated in support of this contract shall be considered Government property, and shall be returned to the Government at the end of the performance period.

9.0 PROTECTION OF INFORMATION

The Contractor shall be responsible for properly protecting all information used, gathered, or developed as a result of work under this contract. The Contractor shall also protect all Government data, equipment, etc.

by treating the information as sensitive. All information about the systems gathered or created under this contract should be considered as SBU information. It is anticipated that this information will be gathered, created, and stored within the primary work location. If Contractor personnel must remove any information from the primary work area they should protect it to the same extent they would their proprietary data and/or company trade secrets. The use of any information that is subject to the Privacy Act will be utilized in full accordance with all rules of conduct as applicable to Privacy Act Information.

The government will retain unrestricted rights to government data. The ordering activity retains ownership of any user created/loaded data and applications hosted on vendor’s infrastructure, as well as maintains the right to request full copies of these at any time.

The data that is processed and stored by the various applications within the network infrastructure contains financial data as well as personally identifiable information (PII). This data and PII shall be protected against unauthorized access, disclosure or modification, theft, or destruction. The Contractor shall ensure that the facilities that house the network infrastructure are physically secure.

The data must be available to the Government upon request within one business day or within the timeframe specified otherwise, and shall not be used for any other purpose other than that specified herein. The Contractor shall provide requested data at no additional cost to the government.

No data shall be released by the Contractor without the consent of the Government in writing. All requests for release must be submitted in writing to the COR/CO.

10.0 SECTION 508 COMPLIANCE

Rehabilitation Act of 1973- All microcomputer data files (including text documents, databases, spreadsheets, graphs, and other types of files), when required, shall be IBM-PC compatible. When producing these data files, the Contractor shall take into account the needs of all end users – including people with disabilities. To ensure that end users with disabilities have access to and use of information and data that is comparable to that provided to others, Contractors shall provide deliverables that are compliant with statutory Section 508 of the Rehabilitation Act of 1973 (found at 29 U.S.C. 794d).

11.0 GOVERNMENT FURNISHED PROPERTY

There is no Government furnished property for this effort.

12.0 CONTRACTOR FURNISHED PROPERTY

The Contractor shall furnish all facilities, materials, and equipment to fulfill the requirements specified in this Statement of Work.

13.0 NON-PERSONAL SERVICE STATEMENT

Contractor employees performing services under this order will be controlled, directed, and supervised at all times by management personnel of the contractor. Contractor management shall ensure that employees properly comply with the performance work standards outlined in the Statement of Work. Contractor employees shall perform their duties independent of, and without the supervision of any Government official. The tasks, duties, and responsibilities set forth in the task order may not be interpreted or implemented in any manner that results in any contractor employee creating or modifying Federal policy, obligating the appropriated funds of the United States Government, overseeing the work of Federal employees, providing direct personal services to any Federal employee, or otherwise violating the prohibitions set forth in Parts 7.5 and 37.1 of the Federal Acquisition Regulation (FAR). The Government will control access to the facility and will perform the inspection and acceptance of the completed work.

14.0 CONTRACTOR IDENTIFICATION

Contracting personnel must identify themselves as "contractors" when attending meetings, answering Government telephones, or working in situations where their actions could be construed as official government acts. The Contractor must ensure that their employee(s) display(s) his or her name and the name of the company while in the work area, and include the company's name in his or her email display.

15.0 DELIVERABLES

ITEM SOW DELIVERABLE/EVENT DUE BY

1 2.0 Prepare Annual Loan Reviews

(ALRs) As Required

2 2.0 Prepare Credit Action Memos (CAMs)

As Required

3 2.0 Deliver on a periodic basis to OPIC all such correspondence for insertion into OPIC's official records management system

As Required

4 2.0 Prepare quarterly credit rating memorandums

As Required

5 2.0 Prepare quarterly loan monitoring memorandums

As Required

6 2.0 Prepare Workout Action Plan (WAPs)

As Required

7 2.0 Ad hoc reports As Required 8 13.0 OPIC monthly statements of legal fees and expenses incurred in support As Required of each loan transferred to the contractor under the auspices of this contract

16.0 GOVERNMENT TERMS AND CONDITIONS

ALR- Annual Loan Reviews CAMs- Credit Action Memos CO- Contracting Officer COPs- Certificates of Participation COR- Contracting Officer’s Representative DI- Direct Investment Loans FAMAS- Moody’s Financial Analyst system IG- Loan Investment Guarantees NACI- National Agency Check and Inquiry NDA- Non-Disclosure Agreement OPIC- Overseas Private Investment Corporation PIV- Personal Identification Verification PMD- Portfolio Management Division WAPs- Workout Action Plans

17.0 ATTACHMENTS

Attachment 1- Loan Payment Status Report Attachment 2- Annual Loan Review Attachment 3- OPIC Risk Rating Scorecard Attachment 4- Credit Rating Memorandum Attachment 5- Workout Action Plan Attachment 6 – Non-Disclosure Agreement