ATTACHMENT A - PERFORMANCE WORK STATEMENT.pdf

89303020RLP000005

ATTACHMENT A

PERFORMANCE WORK STATEMENT

I. BACKGROUND

The purpose of this acquisition is to obtain specialized programmatic legal advice and services from a law firm (“Contractor”) necessary to support the U.S. Department of Energy’s (“DOE”) Loan Programs Office (“LPO”) in its administration of:

1. The loan guarantee program (the “Title XVII Loan Guarantee Program”) under Title XVII of the Energy Policy Act of 2005, Pub. L. 109-58 (“Title XVII”), as amended;

2. The direct loan program (the “Advanced Technology Vehicles Manufacturing Loan Program”, or “ATVM Loan Program”) under Public Law 110-329, entitled "Consolidated Security, Disaster Assistance, and Continuing Appropriations Act, 2009."

3. The loan guarantee program (the “Tribal Energy Loan Guarantee Program”, or “TELGP Loan Guarantee Program”) under Section 2602(c) of the Energy Policy Act of 1992, as amended; and

4. Certain other loan or loan guarantee programs (“Future LPO Credit Programs”, and together with the Title XVII Loan Guarantee Program, the ATVM Loan Program, and the TELGP Loan Guarantee Program, collectively, the “Credit Programs”) that the LPO may be directed or authorized to administer.

Under the Title XVII Loan Guarantee Program the Secretary of DOE (“Secretary”) is authorized to guarantee loans for projects that “avoid, reduce or sequester air pollutants or anthropogenic emissions of greenhouse gases; and employ new or significantly improved technologies as compared to commercial technologies in service in the United States at the time the guarantee is issued.” A more complete description the Title XVII Loan Guarantee Program may be found at https://www.energy.gov/lpo/title-xvii.

Under the ATVM Loan Program the Secretary is authorized to make loans to automotive or component manufacturers for reequipping, expanding, or establishing manufacturing facilities in the U.S. that produce fuel-efficient advanced technology vehicles or qualifying components, or for engineering integration performed in the U.S. for advanced technology vehicles or qualifying components. A more complete description the ATVM Loan Program may be found at https://www.energy.gov/lpo/advanced-technology-vehicles-manufacturing-atvm-loan-program.

Under the TELGP Loan Guarantee Program the Secretary is authorized to guarantee up to 90 percent of the unpaid principal and interest due on any loan made to a federally recognized Indian tribe for energy development projects and activities. A more complete description the TELGP Loan Guarantee Program may be found at https://www.energy.gov/lpo/tribal-energy-loan-guarantee-program.

javascript:__doPostBack('ctl00$ctl00$body$homebody$RecentDocuments$C$RecentDocumentsControl$RecentDocumentResults$ctl00$DocumentNumberLink','')

II. SCOPE

The scope of this contract is to provide legal support services in the form of Programmatic Legal Services, and Distressed Assets Legal Services for the LPO Program Office, and other DOE Program Offices as required. Programmatic Legal Services shall entail providing recurring/non-recurring legal counsel and advice to address questions and issues regarding the statutory, legal, and regulatory matters applicable to LPO’s various loan programs, as well as ad hoc legal support for programs and matters associated with either LPO, or other DOE Program Offices, as required. Distressed Asset Legal Services shall entail providing legal counsel and advice on DOE’s rights, obligations, and remedies with respect to projects that DOE determines are, or are likely to be, distressed assets.

Throughout the life of this contract, the Contractor shall provide the necessary labor, materials, and technical expertise required to fully execute and resolve DOE’s legal requirements. Specific requirements shall be defined at the Task Order level, and shall be established on either a severable or non-severable basis as required by the Government. In addition to the Performance Work Statement (PWS) requirements set forth herein, the scope of this contract includes, at the discretion of the Government, verbal and written legal opinions, research, report submissions, analysis, etc.

(NOTE: The subject requirements for this contract are “advisory and assistance services” as defined in FAR 37.2.)

III. REQUIREMENTS

As determined by DOE, the Contractor will apply the resources and effort required with respect to legal advice and services necessary to support the LPO’s administration of the Credit Programs, to include transactions consummated under the Credit Programs that LPO has determined to be distressed transactions.

The legal advice and services that DOE anticipates that the Contractor will be required to perform, often on a quick turnaround basis, include the following:

A. Programmatic Legal Services

1. General.

a. Providing legal advice with respect to the following practice areas:

1) corporate, limited liability company, limited partnership and partnership;

2) investment funds;

3) contracts;

4) energy;

javascript:__doPostBack('ctl00$ctl00$body$homebody$RecentDocuments$C$RecentDocumentsControl$RecentDocumentResults$ctl00$DocumentNumberLink','')

5) environmental;

6) intellectual property;

7) real estate;

8) anti-trust and trade regulation;

9) ERISA, including structures for investments in ERISA plan assets and programmatic and project-specific implications of such structures to DOE’s interests;

10) employment and labor, including Davis Bacon Act and project labor agreements;

11) transportation, including Cargo Preference Act;

12) tax, including structures for tax-oriented or tax-driven transactions, tax equity investments, production tax credits, and investment tax credits;

13) equity financings;

14) debt financings, including construction, secured project finance, corporate finance, debt capital markets offerings, securitizations, and pass-through structures;

15) secured transactions, including mortgages;

16) complex inter-creditor arrangements; and

17) bankruptcy and debt restructurings.

2. Preparing for, and participating in, meetings in respect of the work, to include (a) meetings at LPO with LPO Personnel, (b) meetings between LPO and other divisions of DOE, other Government agencies, export credit agencies, and governmental financing entities, and (c) meetings with legal counsel or other consultants.

3. Providing assistance in responding to audits, investigations of, or inquiries by Governmental agencies that concern any borrower, sponsor, ultimate parent or a project, as well as with agency documentation concerning any borrower, sponsor, ultimate parent or a project.

4. Conducting analysis and providing oral and written advice and recommendations.

Such written analysis, advice and recommendations may include legal briefs, memoranda, letters and other documentation to support such analysis, advice and javascript:__doPostBack('ctl00$ctl00$body$homebody$RecentDocuments$C$RecentDocumentsControl$RecentDocumentResults$ctl00$DocumentNumberLink','') recommendations. Any such written analysis, advice and recommendations shall be delivered in paper and/or electronic media as DOE shall deem appropriate.

B. Distressed Assets Legal Services

1. Providing legal advice and services to DOE, on an expedited basis, with respect to transactions consummated under the Credit Programs that LPO has determined to be distressed. Such legal advice and services may relate to transactions that: (a) are in default, insolvent or bankrupt; (b) are contemplating the filing for bankruptcy, receivership or other similar activity; (c) are contemplating or are in a workout; or (d) are contemplating or are in a restructuring.

2. In connection with such services, Contractor may be required to perform any of the following:

a. Review, perform legal due diligence and analysis, and prepare appropriate memoranda regarding the following: (i) transaction project agreements and loan agreements, and all other related agreements and documents; (ii) correspondence; and (iii) pleadings and court filings.

b. Provide, or cause to be provided, counsel on all matters of local law, local security documentation, or jurisdiction-specific legal issues such as local land use, permitting, tax and real property laws and effectuating security interests contemplated.

c. Engage in negotiations and discussions regarding the distressed transaction.

d. Negotiate, structure, document and close amendments, modifications, waivers and forbearance agreements to existing project and loan documents.

e. In connection with related waiver and consent requests, as necessary, negotiate, structure and document new transaction terms in the context of a debt restructuring prior to or following a payment or other event of default.

f. Provide legal advice to DOE in all aspects of a bankruptcy process under applicable federal and local state law in consultation, as appropriate, with other U.S. Government agencies, such as the U.S.

Department of Justice, existing transactional counsel, and other DOE agents or advisors.

g. Handle closing and post-closing issues arising in connection with distressed transactions, including closing checklists and operational memoranda for loan monitoring purposes, further disbursements, contract analysis, consents, amendments, waivers, and litigation.

javascript:__doPostBack('ctl00$ctl00$body$homebody$RecentDocuments$C$RecentDocumentsControl$RecentDocumentResults$ctl00$DocumentNumberLink','')

h. Identifying and analyzing legal issues concerning Davis Bacon Act compliance on a programmatic and project-by-project basis. Providing advice concerning the development of compliance protocols for the Credit Programs consistent with related U.S. Department of Labor regulations, and the selection of project-specific wage determinations subject to DOE approval.

i. Identifying and analyzing legal issues concerning Cargo Preference Act compliance on a programmatic and project-by-project basis. Providing advice concerning the development of compliance protocols for the Credit Programs consistent with related U.S. Maritime Administration regulations and advice.

javascript:__doPostBack('ctl00$ctl00$body$homebody$RecentDocuments$C$RecentDocumentsControl$RecentDocumentResults$ctl00$DocumentNumberLink','')