15_Attachment 3 - Sample Task Order PWS Legal Spt for OGC.pdf

Legal Support for Air Carrier and National Security Loan Program and Payroll Support Program

Sample Task Order 1

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) is responsible for providing Treasury officials and employees with legal advice and assistance related to the Programs and other Treasury initiatives.

II. Scope

The contractor will provide legal services to Treasury in connection with Treasury initiatives including 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.

Accordingly, the contractor must have experience in advising on complex equity and debt financial transactions. Relatedly, the contractor must 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 must also have experience serving as counsel to federal agencies and the resources and expertise to provide the required advice and work product immediately upon engagement.

III. Specific Tasks

1. 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.

2. Asset management support The contractor will provide legal advice regarding management of the 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.

3. Compliance support The contractor will provide legal advice regarding recipient compliance with applicable program requirements, including the terms of loan agreements and warrant agreements and requirements related to employment and executive compensation.

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

5. 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 the Federal Financing Bank (FFB).

IV. Deliverables

All deliverables and reports 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.

1. Monthly status report

Monthly status reports will be submitted in accordance to the requirements identified in the associated Blanket Purchase Agreement.

2. 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

Respond to verbal requests for advice within one business day.

Respond to written requests for advice within three business days.

Task 2 – Asset management support

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

Respond to verbal requests for advice within one business day.

Respond to written requests for advice within three business days.

Task 3 – Compliance support

Within five business days of the request.

Task 4 - Oversight support 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 By the 27th of each month, with respect to the preceding month.

V. Place of Performance

Work will be performed at the contractor’s facility. Travel is not anticipated.

VI. Period of Performance

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

Base period: 11/20/2024 – 11/19/2025 Option Period 1: 11/20/2025 – 11/19/2026

2. 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.

VII. Government Furnished Property and Information

Treasury will provide the contractor with relevant information regarding the Programs and recipients under the Programs, including recipients that issued equity or debt instruments to Treasury.

VIII. Other Performance Requirements/Constraints

The terms and conditions of the BPA apply to this order and remain in full effect.