Specialized Legal Services PWS (draft).pdf

Specialized Legal Services

Office of General Counsel (OGC)

Performance Work Statement (PWS)

I. Background

In furtherance of its mission to promote the strength of the U.S. economy and the stability of the U.S. financial system, the Department of the Treasury’s Office of General Counsel (OGC) requires specialized legal services in connection with programs and other initiatives administered by Treasury (collectively, the Programs), including but not limited to:

• The Emergency Capital Investment Program (ECIP) established under section 522 of the Consolidated Appropriations Act, 2021 (the CAA). Under ECIP, Treasury made approximately $8.5 billion in preferred stock and subordinated debt investments in 175 bank holding companies, banks, and credit unions. These investments were intended to support the efforts of low- and moderate-income community financial institutions in providing loans, grants, and forbearance for underserved businesses, consumers and communities disproportionately impacted by the economic effects of the COVID-19 pandemic. Treasury is now managing these investments. More information about ECIP can be found at Emergency Capital Investment Program | U.S. Department of the Treasury.

• Programs to provide support to aviation and other businesses established under the Coronavirus Aid, Relief, and Economic Security Act (CARES) Act, signed into law on March 27, 2020; the 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 section 4003 of the CARES Act (the 4003 Loan Program) and disbursed three rounds of financial assistance to aviation businesses under the Payroll Support Program (PSP) created under the CARES Act, CAA, and ARPA. As part of the 4003 Loan Program and PSP, certain companies also issued debt or equity instruments to Treasury. More information about the 4003 Loan Program and the PSP can be found at Airline and National Security Relief Programs | U.S. Department of the Treasury.

II. Scope

The contractor will provide legal services to Treasury to support the Programs, including but not limited to:

• Legal services related to asset management activities for ECIP, such as exchanges of securities, redemptions and repayments, disposition of investments as authorized https://home.treasury.gov/policy-issues/coronavirus/assistance-for-small-businesses/emergency-capital-investment-program https://home.treasury.gov/policy-issues/coronavirus/assistance-for-small-businesses/emergency-capital-investment-program https://home.treasury.gov/policy-issues/coronavirus/assistance-for-american-industry/airline-and-national-security-relief-programs https://home.treasury.gov/policy-issues/coronavirus/assistance-for-american-industry/airline-and-national-security-relief-programs under section 522 of the CAA, and legal advice related to depository institution law and regulation at the state and federal level for all states and territories.

• Expert advice on issues related to the terms of the PSP agreements, PSP promissory notes, 4003 loan agreements, and warrant agreements, and legal issues related to the management and disposition of the equity and debt instruments held by Treasury.

• Legal services supporting other Treasury programs or initiatives over time, focusing on the acquisition, disposition, or management of equity instruments, debt obligations, or other financial interests and other similar transactions.

Accordingly, the contractor must be able to provide sophisticated and practical advice on a wide range of complex financial transactions. Relatedly, the contractor must have a thorough understanding of the terms of ECIP, the PSP, and the 4003 Loan Program and Treasury’s investments thereunder, as well as expertise in identifying and managing issues under federal and state 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 the resources and expertise to provide the required advice and work product immediately upon engagement and to be able rapidly to scale up using existing attorney resources.

III. Performance Requirements / Program Specific Tasks

1. Asset management support

The contractor will provide legal advice regarding the management and administration of financial assets held by Treasury, including but not limited to common stock, warrants, promissory notes, loan agreements, and other obligations. The contractor will negotiate, draft, review, and manage the execution of documentation related to such asset management activity, including, without limitation, dispositions, workouts, or restructurings of assets;

issuer organizational changes, mergers, acquisitions, and other business combinations; debt collection; and issuer bankruptcy.

2. Compliance support The contractor will provide legal advice regarding issuer compliance with applicable requirements, including the terms of securities purchase agreements, certificates of designation, debt instruments, loan agreements, and warrant agreements, as well as requirements related to corporate governance and employment.

3. Oversight support

The contractor may provide legal advice regarding, or otherwise assist with, providing written and oral responses to requests from the Government Accountability Office, the Treasury Office of the Inspector General, or other similar oversight bodies.

4. Other legal services The contractor will provide other legal services as directed by Treasury, which may include advice related to financial regulation, including capital requirements and insolvency regimes applicable to bank holding companies, depository institutions, and credit unions; federal or state securities laws; secured and unsecured lending; bankruptcy; debt collection; executive compensation; and other regulatory or transactional topics.

IV. Deliverables

1. Monthly Status

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

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 from time to time at https://www.opm.gov/policy-data-oversight/pay-leave/federal-holidays/.

Task 1 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 2 Compliance support

• Within five business days of the request.

https://www.opm.gov/policy-data-oversight/pay-leave/federal-holidays/

V. Place of Performance

Work will be performed at the contractor’s facility or remotely. Additionally, contractor personnel must be telework-ready. Such personnel are expected to be available in the same manner as applied to telework-ready Federal employees.

Therefore, contractor personnel are generally expected to continue to be available even if offices are closed, for example due to inclement weather, other than in the case of individual leave, national emergency, or similar circumstance.

VI. Travel

The Government does not anticipate significant travel under this contract. However, travel may be required on a limited basis to support mission-essential activities. Local travel within the MD/DC/VA metropolitan area is considered incidental to contract performance and will not be separately reimbursed.

Contractor travel outside the MD/DC/VA metropolitan area shall be subject to advance written approval by the Contracting Officer (CO) or Contracting Officer’s Representative (COR). When authorized, travel costs shall be reimbursed in accordance with FAR 31.205-46 and shall not exceed Federal per diem rates established by the General Services Administration (GSA).

VII. Period of Performance

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

The initial Period of Performance will be July 1, 2026 - June 30, 2027.

Option Period 1: July 1, 2027 – June 30, 2028 Option Period 2: July 1, 2028 – June 30, 2029 Option Period 3: July 1, 2029 – June 30, 2030 Option Period 4: July 1, 2030 – June 30, 2031

Task 3 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.

Task 4 Other Legal Services

• Within five business days of the request.

Monthly financial status report

• By the 27th of each month, with respect to the preceding month.

2. Contractor Availability

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.

3. After Hours Support The contractor may be required to provide legal services outside the normal business hours, which may include weekends and holidays, at no additional cost to the Government. The contractor may be given advance notification by the COR, or the contractor may provide an advance request for COR approval.

The following is a list of federal holidays:

New Year’s Day, January 1 Martin Luther King’s Birthday, 3rd Monday in January Washington’s Birthday, 3rd Monday in February Memorial Day, Last Monday in May Juneteenth, June 19 Independence Day, July 4 Labor Day, 1st Monday in September Columbus Day, 2nd Monday in October Veterans Day, November 11 Thanksgiving Day, 4th Thursday in November Christmas Day, December 25

The contractor may also follow any other holiday as declared by the President.

VIII. 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.

IX. Other Performance Requirements / Constraints

1. Disclosure 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 during this engagement. Treasury and the contractor will agree to terms relating to conflicts of interest.

2. Limited use of data

The government has unlimited rights to all documents/material produced under this contract. All documents and materials produced under this contract 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.

3. 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.