15_Attachment 1 - BPA PWS Legal Spt for OGC 7_23_24.pdf

Blanket Purchase Agreement (BPA) – Performance Work Statement (PWS)

Office of the General Counsel (OGC) Legal Support Services

I. Background

The U.S. Department of the Treasury’s mission is to maintain a strong economy and create economic and job opportunities by promoting the conditions that enable economic growth and stability at home and abroad, strengthen national security by combating threats and protecting the integrity of the financial system, and manage the U.S. Government’s finances and resources effectively. In March 2020, the world was hit by the COVID-19 pandemic. The economic impact of the pandemic was particularly dire for the aviation industry.

In response, Congress passed several laws establishing programs to provide support to air carriers and certain other types of businesses. These laws include the Coronavirus Aid, Relief, and Economic Security Act (CARES) Act, signed into law on March 27, 2020; the Consolidated Appropriations Act, 2021 (CAA), signed into law on December 27, 2020; and the American Rescue Plan Act of 2021 (ARPA), signed into law on March 11, 2021. Among others, Treasury established a program for making loans to aviation businesses and national security businesses under the CARES Act, and disbursed three rounds of financial assistance to aviation businesses under the Payroll Support Program created under the CARES Act, CAA, and ARPA (together, the Programs). As part of the Programs, certain companies issued debt or equity instruments to Treasury.

Treasury’s Office of the General Counsel (OGC) as well as other Departmental Offices within OGC require legal services as they are responsible for providing Treasury officials and employees with legal advice and assistance related to the Programs and other Treasury initiatives.

II. Scope

The contractor shall provide legal services to Treasury in connection with Treasury initiatives including the Programs, expert advice on issues related the terms of the Payroll Support Program agreements, loan agreements, and warrant agreements, as well as all legal issues related to the management and disposition of the equity and debt instruments held by Treasury within the responsibility of OGC.

Accordingly, the contractor shall advise on complex equity and debt financial transactions.

Relatedly, the contractor shall have expertise advising on and managing legal issues in connection with securities law, mergers and acquisitions of public and private companies, secured and unsecured lending, asset management, employment law and executive compensation, dispositions of equity and debt instruments in public and private markets, debt and equity restructurings, bankruptcy law and proceedings, creditors’ rights in bankruptcy, and debt collection. The contractor shall also have the resources and expertise to provide the required advice and work product immediately upon engagement.

III. Specific Tasks a). Equity and debt disposition support The contractor will provide legal advice regarding Treasury’s dispositions, through public or private transactions, of publicly traded and non-publicly traded common stock, warrants, and debt instruments, and negotiate, draft, review, and manage the execution of documentation related to such dispositions.

b). Asset management support The contractor will provide legal advice regarding management of financial instruments held by Treasury, including matters related to debt and equity restructurings, mergers or acquisitions involving public or private companies, bankruptcy, and debt collection. In addition, the contractor will negotiate, draft, review, and manage the execution of a range of documentation related to program agreements, loan agreements, security and pledge agreements, and debt and equity instruments, including, for example, notices to be delivered to program recipients, instruction letters addressed to Treasury’s agents, waiver and modification agreements to loan agreements, and amendments to loan agreements.

c). Compliance support The contractor will provide legal advice regarding recipient compliance with applicable program requirements and remediation of recipient noncompliance with those requirements. Such requirements include the terms of loan agreements and warrant agreements and requirements related to employment and executive compensation.

d). Oversight support The contractor may provide legal advice regarding oversight requests and assist in providing written and oral responses to such oversight requests.

e). Other legal services The contractor will provide other legal services as directed by Treasury, which may include advice related to federal or state securities laws, secured and unsecured lending, and other transactions. Work may include other legal advisory support for other Departmental Offices.

IV. Labor Categories and Levels of Expertise

Labor Category Description

Partners/Counsel

Attorneys with extensive background in corporate, tax, labor/employment, real estate, litigation, contract, or financial regulatory law and transactions related thereto. All attorneys in this category are members of the bar of at least one state and/or the District of Columbia with at least 7 years of experience in private law firm practice, as in-house corporate counsel, or at a government agency.

Minimum Education: Juris Doctorate (JD) Degree from ABA-accredited law school Minimum Experience: 7 years

Counsel

Attorneys with extensive background in corporate, tax, labor/employment, real estate, litigation, contract, or financial regulatory law and transactions related thereto. All attorneys in this category are members of the bar of at least one state or the District of Columbia with at least 5 years of experience in private law firm practice, as in-house corporate counsel, or at a government agency.

Minimum Education: Juris Doctorate (JD) Degree from

Minimum Experience: 5 years

Associates

Attorneys who provide advice on corporate, tax, labor/employment, real estate, litigation, contract, or financial regulatory law and transactions related thereto. All attorneys in this category are members of the bar of at least one state or the District of Columbia.

Minimum Education: Juris Doctorate (JD) Degree from

Minimum Experience: N/A

Paralegals

Paraprofessional personnel who provided assistance to Partners, Counsel and Associates in their respective undertaking of legal matters and arranges legal project teams when appropriate.

Minimum Education: Bachelor’s Degree Minimum Experience: N/A

V. Deliverables

All deliverables and reports under each order will be reviewed by Treasury to ensure contractor accuracy, completeness, professional quality, and overall compliance with contract requirements.

Deliverables will be in the form of written reports, program-related documents, options papers, face-to-face presentations, oral recommendations, and implementation of approved recommendations, as directed by Treasury.

Monthly status report The contractor shall submit a financial status that identifies the total amount obligated and the amount invoiced to date, by month, for the remainder of the contract year. The financial portion of the status report shall also identify actual monthly cost for each case. The status report shall match amounts included on the invoice for the same month of the report. The report shall be submitted to the COR and Treasury project lead.

Turnaround time for specific tasks The following due dates are automatically applied to each request for advice, draft, review, or revisions, unless another due date is agreed upon in writing between the contractor and Treasury.

Business days are Monday to Friday and do not include the Federal holidays listed at https://www.opm.gov/policy-data-oversight/pay-leave/federal-holidays/.

Task 1 – Equity and debt disposition support

The contractor shall provide professional quality advice and documentation as specified in the order PWS within ten (10) business days of the request.

Task 2 – Asset management support

The contractor shall provide professional quality advice and documentation as specified in the order PWS.

Due dates for drafts, reviews, or revisions will vary depending on the scope and complexity of the assignment but must be completed within two (2) weeks of the request, unless otherwise agreed to.

Respond to verbal requests for advice within one (1) business day.

Respond to written requests for advice within three (3) business days.

Task 3 – Compliance support

The contractor shall provide professional quality advice and documentation as specified in the order PWS within five (5) business days of the request.

Task 4 - Oversight support The contractor shall provide professional quality advice and documentation as specified in the order PWS.

The due date for each query will be based on the deadline imposed by the oversight body. A typical response time is five calendar days.

Monthly status report The contractor shall provide complete and accurate documentation as specified in the order PWS by the 27th of each month, with respect to the preceding month.

Alternate deliverables may be identified at the order level based on the required support needs.

The Contractor shall comply with alternate delivery schedules set forth at the order level.

VI. Place of Performance

The primary place of performance for orders is anticipated to be at the contractor’s facility. Place of performance will be designated at each order level.

VII. Travel

Travel is not anticipated. However, travel requirements, if any, will be identified at the order level. The number of trips, destinations, length of stay, and cost required for completion of travel will be negotiated for each order, if required. All travel required and approved by the http://www.opm.gov/policy-data-oversight/pay-leave/federal-holidays/

Government will be reimbursed as part of the order. Not to exceed (NTE) travel costs shall be reimbursed in accordance with the applicable Federal Travel Regulation (FTR) and FAR 31.205-46 (a)(2), Travel Costs. The FTR and current per diem rates may be accessed at: www.gsa.gov/ftr.

VIII. Period of Performance

a) Contract period The dates provided are anticipated. Actual dates will be provided upon award.

Base Period: November 21, 2024 – November 20, 2025 Option Period 1: November 21, 2025 – November 20, 2026 Option Period 2: November 21, 2026 – November 20, 2027 Option Period 3: November 21, 2027 – November 20, 2028 Option Period 4: November 21, 2028 – November 20, 2029

Period of Performance for orders will be determined at each order level.

b) Hours The contractor must generally be available on business days during the business hours of 9 a.m. to 5 p.m. ET unless specified otherwise by the CO or COR. Circumstances may require the contractor to provide services outside normal duty hours.

IX. Government Furnished Property and Information

Treasury will provide the contractor with relevant information. Additional Government Furnished Property and Information will be identified at each order level.

X. Other Performance Requirements/Constraints

a) Disclosure and ownership of information Treasury may publicly publish transaction documentation before or after consummation of the transactions. The contractor is not authorized to disclose to any source, other than those authorized by Treasury, any confidential information gained in the course of this engagement. Treasury and the contractor will agree to terms relating to conflicts of interest. Department of Treasury will have complete ownership of all data that has been discovered, created, documented under this BPA and all subsequent orders.

b) Limited use of data The government has unlimited rights to all documents/material produced under this BPA and all subsequent orders. All documents and materials produced under this BPA and all subsequent orders will be government owned and the property of the government. These documents and materials may not be used or sold by the contractor without written permission from the CO. This right does not abrogate any other government rights.

http://www.gsa.gov/ftr

c) Change management Any changes to the scope of contractor’s work must be approved in writing in advance by Treasury.

d) Contract phase-out Upon the expiration or termination of the contract for any reason, the contractor will assist in transferring responsibility for providing the support services to Treasury or to a third-party service provider. This clause and the contractor’s phase-out responsibilities shall survive the termination or expiration of the contract.

e) Security Requirements

1. General Security:

The Department of the Treasury, otherwise known as the Department, retains the right to request removal of Contractor personnel, regardless of prior clearance or adjudication status, whose actions, while assigned to this contract, clearly conflict with the interest of the Government. Lack of the ability to obtain or maintain the required investigation level is included in the reasons the Department may remove a contractor employee. The reason for removal shall be documented in writing by the Contracting Officer. Additionally, the Contractor must notify the Office of Security Programs ( OSP) of all terminations/resignations within 24 hours of occurrence. When and if such removal occurs, the Contractor is responsible for assigning qualified replacement personnel in a timely manner or ensuring that performance of the contract is not adversely affected. The Contractor shall return all Departmentally issued identification cards, building passes, keys, and any other government issued material of those terminated employees to the COR. If government issued material is not available to be returned, a report must be submitted to the COR referencing the number, name of individual to whom it was issued, the last known location, and disposition of the items. Failure to return government materials may result in remedial actions against the contractor. Contractor personnel shall visibly wear Departmentally issued identification badges when working in Government facilities. If any current or prospective employee is found to be ineligible for access to Government facilities or information by the Department, the COR will notify the contractor that the employee shall not continue to work or to be assigned to work under the contract. The Department may require drug screening for probable cause at any time.

The contractor must also ensure that, prior to the end of the contract, all Departmental information, systems and equipment is returned to the appropriate Department personnel.

All contractors must be vetted and approved by OSP prior to beginning work on any portion of this contract.

Any employee assigned to support the Department shall comply with Personal

Identity Verification One and Two (PIV-1, PIV-2) requirements as described in Homeland Security Presidential Directive 12 (HSPD-12), “Policy for a Common Identification Standard for Federal Employees and Contractors,” and “Federal Information Processing Standard 201, Personal Identity Verification Standards for Federal Employees and Contractors,” dated August 2013. T4/High Risk contract employees must be a U.S. Citizen. Contractor personnel will have access to Department facilities, information and equipment limited to that which is needed to perform contract scope.

The Contractor shall provide the CO the name of all entities to be used as subcontractors for each type of work to be performed prior to performing any work under this contract in accordance with the FAR Subpart 44.2. The Government reserves the right to accept or reject any subcontractors proposed. Contractors should not serve as the escort for their subcontractors or for any other contractor; escorts used should be Departmental Federal employees.

The Contractor is responsible for obtaining the approval of the CO prior to release of any information received or generated under the contract per 48 CFR 252.204-7000. The CO should complete this item as required by internal agency directives to direct the prime contractor to the appropriate office that has public release authority. Prime contractors should serve as focal point for their subcontractors’ public release requests and refer them to the CO. SBU (also known as Controlled Unclassified Information (CUI)) must be protected in accordance with EO 13556, 32 CFR 2002 (full implementation expected to be reached in November 2018), and Treasury Security Manual (TD P 15-71). For Official Use Only must be protected in accordance with the providing Agency’s directives. Data contained within all Department computer systems are governed by Agency Security Regulations as well as the Federal Privacy Act of 1974. Contractor personnel assigned to this project will be held accountable for adherence to these regulations. If the security classification or security requirements are changed by the Government subsequent to the date of this Contract, and if the changes cause an increase or decrease in security costs or otherwise affects any other term or condition of this Contract, any resulting financial burden will be the sole responsibility of the Contractor.

Contractors and their subcontractors must perform all initial, annual, contemporaneous, specialized and termination training required per Department guidance and TD P 15-71 as appropriate for their position. This is in addition to any training their company requires them to have.

Per the TD P 15-71, the Contractor shall report to the COR within 24 hours any adverse information coming to its attention concerning employees working under this contract, to include loss or suspension of favorable adjudication, or security issues involving the scope being completed for the contract. Reports based on rumor or innuendo should not be made. The subsequent termination of an employee does not obviate the requirement of the contractor to submit this report. The report shall include each employee’s name, social security number, and the adverse information. The Contractor shall also report within 24 hours any event the Contractor becomes aware of that would be deemed a potential security incident, violation or any compromise involving Treasury systems, material, or data or systems with Treasury material or data on them. The Contractor shall comply with all Federal laws and regulations regarding computer security, information security and privacy.

While the Contractor’s personnel are at the government facility, the Contractor is responsible for compliance with all laws, rules, and regulations governing conduct with respect to security – not only as they relate to its employees and agents, but also to other personnel who are government employees or agents of the government and to property at the site regardless of ownership. While on government premises and in possession of government property, the Contractor is responsible for such property and any damages or compromise thereto by Contractor’s employees. The Contractor and its employees shall exercise the utmost discretion in regard to all matters relating to their duties and functions, and in the safeguarding of pre-decisional or sensitive information (privacy, etc.) from inadvertent release. At the completion of the contract vehicle, the Contractor shall send a written notice from the authorized principle of the company attesting that all file records pertaining to this contract in possession of the Contractor was destroyed.

The contractor will avoid any improprieties located in FAR Part 3 and 52.203-16 regarding gratuities, kickbacks, conflicts of interest and other ethics issues.

Work on this contract may require personnel to have access to private information covered by the Privacy Act, Title 5 of the U.S. Code, Section 552a (in addition to other types of non-public information). All Contractor personnel shall adhere to the requirements of the Privacy Act as well as any applicable Department or Federal rule/regulation regarding private information or other types of non-public information.

As a condition for access for Government‐Owned Systems and data, all Contractor personnel must pass background investigations in accordance with OMB Circular A‐130 which requires screening of all individuals involved with sensitive applications or data in Federal automated information systems.

Contractor will abide by requirements set forth in the applicable guidance for the protection of unclassified information. If Contractor fails to follow requirements above, this may result in revocation of favorable public trust adjudication for offending employees and potential negative actions against the contract vehicle itself.

Per FAR 52.222-54, the contractor is required to comply with enrollment and verification requirements for all contractors except those previously verified by acceptable means.

The contractor agrees and understands that the latest version (if superseded) of the U.S.C., CFRs, Executive Orders, Treasury policies and all other government issued documents that are referenced above will be followed.

2. Security Categorization:

Specific security requirements for orders will be identified at each order level.