PWS_-_FINAL.pdf

PAYING AGENCY SERVICES FOR THE LOAN SYNDICATIONS PROGRAM OF

THE OVERSEAS PRIVATE INVESTMENT CORPORATION (OPIC)

PERFORMANCE WORK STATEMENT

1.0 OVERVIEW

1.1 The Overseas Private Investment Corporation (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.

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

2.0 BACKGROUND AND OBJECTIVE

2.1 OPIC seeks to procure a financial institution with recognized experience and credentials in the agency and trust business to act as paying agent for OPIC’s syndicated loans program, which is currently in a pilot stage of development.

2.2 OPIC’s syndicated loans program pilot aims to mobilize funding from private sector lenders and development finance institutions (DFIs) to supplement OPIC’s funds to benefit transactions that OPIC supports through its finance program. When OPIC mobilizes funds from private sector lenders, OPIC will act as the lender of record for these institutions through an A Loan and B Loan structure, which is used by other multilateral and bilateral DFIs. In such a structure, the “A Loan” is the loan amount which OPIC will provide from its own funding sources, and the “B Loan” represents the funds that private sector lenders, typically commercial banks, provide through participations in OPIC’s loan. The A Loan and B Loan are in fact both tranches of the same loan, and are documented by a single finance agreement between OPIC and OPIC’s borrower. A participation agreement (or master participation agreement) is executed between OPIC and each of the lenders that participate in the OPIC loan. The participation agreement documents the purchase of the participations and sets out the legal relationship between OPIC and the B Loan participants for a given loan.

2.3 As OPIC intends to act as lender of record for the B Loan participants in its syndicated loans, it is expected that when A Loan and B Loan proceeds are disbursed to a borrower, and when a borrower makes repayments, prepayments or other payments under an OPIC A and B Loan structure, such funds will first be received and aggregated in one account (the “Syndications Account”) before being sent on to the borrower, OPIC or the B Loan participants, as applicable. OPIC seeks to enter into a contract with a bank with significant experience and expertise in the agency and trust area to act as paying agent for OPIC for those loans in which OPIC has syndication participants. The bank would open an account in the bank’s name, for the benefit of OPIC, which account would act as the Syndications Account for OPIC’s syndications program.

2.4 To provide some context as to the syndicated loan volume and workload anticipated, loans which include a syndicated portion may have as few as one participant. While there is no absolute limit as to the maximum number of participants, it would be expected that except in unusual cases, a loan would typically not have more than 25 participants, with the typical range for a given loan being between one and six participants. Loans may be disbursed at once, or over time in multiple disbursements, with a typical number being up to three disbursements, but potentially greater for project finance transactions with extended construction periods and elongated disbursement periods. It is anticipated that OPIC will syndicate, and thus require the services of a B Loan paying agent for, between 5 and 10 B Loans per year. However, it is possible that OPIC may elect to syndicate more or less than this in any given year.

3.0 SPECIFICATIONS AND SCOPE OF WORK

3.1 The selected contractor (the “Contractor”) will enter into a Master Paying Agency Agreement, which will set out specifics as to how OPIC and the Contractor will work closely to ensure that each loan disbursement and payment is processed correctly. The Contractor will establish an account for OPIC which will be in the name of the Contractor bank, but specified “for the benefit of Overseas Private Investment Corporation,” or in such other way that is legally determined to designate that the account is not in OPIC’s name but that the funds in the account are for OPIC’s benefit and subject to OPIC’s control. Prior to or upon entering into (but in any event, at least 10 days (or such other period to be determined) prior to an anticipated disbursement date) a finance or loan agreement with a borrower for any loan that includes a B Loan or syndicated component, OPIC shall notify the Contractor that a sub-account for this transaction needs to be established and properly designated to represent this specific transaction. OPIC will also provide the Contractor the names, payment details and other relevant information for each participant bank, and shall notify the Contractor from time to time if changes in participants occur – either changes of administrative details, name changes, or mergers, or as a result of an assignment of a participation from one bank to another.

3.2 There are two separate scenarios for the role of the Contractor, depending on whether OPIC funds the A Loan from its own funds (a “Direct Loan,” or “DL”) or whether the A Loan funding is provided by holders of Certificates of Participation (“COPs,” in which case the A Loan is technically an “Investment Guarantee” or “IG”). In first case (shown in Figure 1 below) where the A Loan is a DL, for each loan with a B Loan component, at the time of a disbursement, the Contractor, as paying agent, shall act upon OPIC’s sole instruction to invoice each B Loan participant and process the receipt of funds from the participants as well as from OPIC itself, to aggregate amounts received and to disburse the total amount in one single disbursement to the borrower. At the time of each repayment (or prepayment or other payment) of the loan, the Contractor shall invoice the borrower, process the payment received from the borrower, and distribute it to OPIC and the Participants as per OPIC’s instructions (which distribution would be in accordance with the loan or finance agreement and normally be pro rata according to respective amounts of the A Loan and B Loan, but may vary in certain circumstances --for example, if OPIC has incurred expenses which benefit the participants and would need to be deducted prior to distribution.) The Contractor in its role as paying agent would, for floating rate loans, ensure that information for rate setting is shared with participants with proper advance notice so that participants can ensure that they are all documenting the same rate basis as OPIC. Typically, it is expected that OPIC’s syndicated loans would be LIBOR-based and would have quarterly interest periods.

3.3 In the second scenario (shown in Figure 2 below) where the A Loan is an IG, funded by COPs, the Contractor, as paying agent for the B Loan, will play the same role vis-à-vis the B Loan participant banks at the time of each disbursement in terms of invoicing them for funds to be disbursed and processing funds received, but will coordinate with and rely on the COPs paying agent bank to aggregate the COPs and B Loan funds and disburse them to the borrower. Similarly, at the time of each repayment of principal and/or interest, the bank acting as the COPs paying agent will invoice, receive and process funds from the borrower, and will distribute funds to the COPs holders and to the Contractor as B Loan paying agent bank.

The Contractor will then distribute the funds it receives to the B Loan Participants.

3.4 In both of the above scenarios, the Contractor shall report to OPIC on a regular basis certain data, to be specified in advance, related to each participation in each B Loan that it handles for OPIC. This data shall include the amount outstanding, amount undisbursed, amount repaid, current interest rate, interest period, as well as other reasonable items which may be specified by OPIC. The Contractor shall regularly report, at intervals to be agreed, total participation amounts across all B Loans broken down by each participant and in aggregate, and shall provide such data at any point in time if so requested by OPIC.

3.5 The Contractor shall, as part of its duties under the contract, furnish to OPIC, and if so requested by OPIC, to the borrower, information relating to interest accrual and other relevant information as may be expressly provided in the finance or loan agreement and the participation agreement for each loan. The Contractor shall comply with all information reporting and record keeping requirements applicable under the finance or loan agreement and participation agreement, and perform such additional calculations and furnish to OPIC, the Participants, and if so requested by OPIC, to the borrower, relevant information as specified in these agreements (as may be required by a given party’s auditors or otherwise), or as otherwise reasonably requested by OPIC, any Participant or the borrower in relation thereto.

3.6 The Contractor shall grant authorized representatives of OPIC, and if so requested by OPIC, authorized representatives of the borrower, reasonable access to all records maintained regarding the participations under any given loan upon reasonable request during and following the period during which the Contractor acts as paying agent for such loan. The Contractor shall promptly send to OPIC copies of such records as OPIC may from time to time reasonably request.

4.0 PERIOD OF PERFORMANCE

The period of performance for this service begins at the date of award and consists of a three-year base period followed by a two-year option period.

5.0 PLACE OF PERFORMANCE

Work will be performed off-site at the contractor’s location.

6.0 GOVERNMENT FURNISHED INFORMATION, EQUIPMENT, AND FACILITIES

The government will not furnish any property for this effort nor does OPIC anticipate access to any of OPIC’s electronic systems.

7.0 CONTRACTOR FURNISHED INFORMATION, EQUIPMENT, AND FACILITIES

The contractor will provide all labor, collection expenses, materials, equipment, and facilities to complete all tasks required for this effort.

8.0 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.

Contractor personnel shall at no time allow an employer-employee relationship to develop with OPIC organizations or their staff and OPIC organizations will refrain from any activities that create the appearance of such a relationship. Contractors shall not perform inherently governmental functions including: decision-making, supervision of Government employees, supervision of other contractors on other contracts, and activities that create the appearance of performing such functions.

9.0 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).

10.0 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 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.

11.0 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.

12.0 TRAVEL

Travel is not required for this effort.

13.0 DELIVERABLES

ITEM SOW DELIVERABLE/EVENT DUE BY

1 3.4 B Loan Report- includes amount outstanding, amount undisbursed, amount repaid, current interest rate, interest period, as well as other reasonable items which may be specified

As requested by COR

2 3.5 Interest accrual information and other relevant information provided in the finance or loan agreement and the Participation Agreement for each loan.

As requested by COR

3 3.6 Reasonable access to all records As requested by COR

14.0 PERFORMANCE EVALUATION CRITERIA

Performance Objective Standard Acceptable Quality Level

Method of Surveillance

Process payments and address any shortcomings as they arise.

Payments are completed within 10 days

100% accuracy and timeliness

Routine surveillance and review by COR

Submit B Loan Report - PWS 3.4 Provide within

5 days of request 100% complete submission Review by COR

Provide interest accrual information and other relevant information provided in the finance or loan agreement and the Participation Agreement for each loan.

PWS 3.5

Provide within 5 days of request

100% complete submission Review by COR

Provide reasonable access to records -

PWS 3.6

Provide within 5 days of request

100% complete submission Review by COR

14.1 QUALITY ASSURANCE PLAN

The Contractor shall develop of Quality Assurance Plan (QASP) that details the monitoring program to be undertaken to ensure that the PWS requirements are being met.

15.0 ACRONYMS

CO- Contracting Officer COP- Certifications of Participation COR- Contracting Officer Representative DL- Direct Loans FAR- Federal Acquisition Regulations IG- Investment Guarantees NDA- Non-Disclosure Agreement OPIC- Overseas Private Investment Corporation SOW- Statement of Work

16.0 ATTACHMENTS

-Non-Disclosure Agreement