Legal Omni Industry Day presentation and questions.ppt

The Department of Treasury (Treasury) established the Office of Financial Stability (OFS) to carry out the Troubled Asset Relief Program (TARP) pursuant to the Emergency Economic Stabilization Act of 2008.

Through the TARP, Treasury aims to provide stability and prevent further disruption to the financial markets and banking system;

ensure mortgage availability and protect home values; and protect taxpayers' interests.

Treasury requires expert legal services to support efforts under the TARP.

The OFS acquired services of outside council to support Administration and Treasury initiatives designed to avert a national economic crisis.

The new OFS Legal Services contracts consolidate existing and new requirements into a single, multiple award vehicle.

Treasury plans to award multiple indefinite-delivery, indefinite-quantity (ID/IQ) contracts to firms demonstrating the ability to respond to one or more of the task areas defined in this acquisition.

The contract performance period is expected to be a one-year base period with four one-year option periods.

Individual task orders will be competitively placed in accordance with the Federal Acquisition Regulation (FAR) 16.505.

Fixed-price, labor-hour, and time-and-materials task orders are expected to be issued for specific requirements under resulting contracts.

To be successful, firms must be able to respond quickly to emergent circumstances with a depth of expertise in highly specialized areas of law.

The OFS Legal Services contracts will include advice and assistance related to, but not limited to, the following subject areas:

To determine the proposals that offer the best overall value to Treasury, the evaluation will be based on each firm’s:

Legal expertise Management and staffing Conflict mitigation Past performance Small business participation Price

The evaluation will include a trade-off between the price and non-price related factors, which may result in award to an offeror other than the offeror with the lowest evaluated price.

Treasury will award contracts to the combination of firms which represent the best value to the Government.

OFS adopted an Interim Final Rule on Conflicts of Interest on January 21, 2009.

Addresses actual or potential conflicts of interest among retained entities performing services for the Treasury.

Requires monitoring compliance with conflicts of interest requirements, including submitting initial and periodic certifications to Treasury.

Requires conflicts of interest analysis by the contractor, as well as any subcontractors or consultants retained to perform work for Treasury by the contractor.

Certification for Organizational Conflicts - 31 CFR Part 31. 211

Information provided to Treasury is accurate and complete

Information required:

Relationship to any related entities Business or financial interests of the retained entity, its proposed subcontractors, or its related entities, which could conflict with its obligations under the arrangement with Treasury Description of all organizational conflicts of interest and potential conflicts of interest Written detailed plan to mitigate all organizational conflicts of interest, along with supporting documents Any other information or documentation about the retained entity, its proposed subcontractors, or its related entities requested by Treasury

Certification for Personal Conflicts - 31 CFR Part 31.212

Based on review of information on personal, business, and financial relationships required

Certification for Communications with Treasury Officials - 31 CFR Part 216

Ongoing Responsibilities

Periodically certify no organizational conflicts and personal conflicts of interest or provide actions taken to mitigate conflicts Continued obligation to search for and report any potential organizational and personal conflicts of interest; report conflict and steps taken to mitigate or request waiver within five business days of identification to TARP CCO.

Additional Responsibilities for Entities Retained for Work Involving Acquisition, Valuation, Management or Disposition of Troubled Assets

The resulting contract will be administered by the Department of Treasury Procurement Services Division with support of a Contracting Officer Technical Representative (COTR) and Program Office personnel.

Firms will be required to submit monthly reports containing key information on activities and deliverables completed during the preceding performance period.

Firms will be required to submit reports concerning actual or potential conflicts of interest that may arise during the course of performance.

Additional information deliverables may be identified on individual task orders.

In accordance with FAR 4.11, All prospective offerors are required to be registered in the Central Contractor Registration prior to the award of a contract.

The Central Contractor Registration (CCR) can be found at www.ccr.gov.

The CCR registration will require a DUNS number, if your firm does not have a DUNS number you may register for one at www.dnb.com. DUNS are issued and maintained by Dun and Bradstreet.

In accordance with FAR 4.12, all prospective offerors shall complete electronic annual representations and certifications in conjunction with CCR registrations.

The Online Representations and Certifications Application can be found at http://orca.bpn.gov.

1. What are the Treasury's preferences and requirements for teaming/subcontracting with small business firms?

2. To what extent are woman-owned, minority-owned, SDVOSM, or other firms taken into consideration?

As stated above in Contract Evaluation, small business participation is an evaluation factor. Additionally, this procurement will include a partial small business set-aside.

3. What is the timing of any future engagements for TARP-related work?

Currently, the timing of future requirements is unknown. Future requirements will be made known in connection with the issuance of task orders in accordance with FAR 16.505.

4. Is the omnibus RFI related to the PPIP program or are they separate?

OFS Legal Services will be used to acquire legal services in support of OFS through a single, multiple award vehicle for legal services. The Public Private Investment Program (PPIP) is an investment program, not an acquisition of services.

5. Will qualifying for the omnibus RFI automatically qualify firms for future TARP-related work?

No, providing information in response to a Request for Information or Sources Sought Notice does not automatically qualify firms for future work. Contracts will be awarded only under the upcoming RFP and the procedures set forth in FAR Part 15. All work under the resultant contracts will awarded using the procedures in FAR 16.505.

6. What is an average hourly rate that firms are charging to the Treasury for TARP-related work?

The hourly rates under existing contracts are considered proprietary and will not be provided. Treasury does not intend to compile or issue an average hourly rate.

7. Please indicate the extent to which the Treasury anticipates awarding work to firms with less than ten individuals?

Some awards will be set aside for firms that qualify as small businesses under the applicable NAICS code. Apart from this, awards will be made to the most qualified law firms regardless of size.

8. Does Treasury recommend that small firms team with larger firms both for purposes of bidding for TARP work and for completing TARP assignments following an award?

Teaming arrangements are business decisions that Treasury cannot recommend or make on behalf of prospective vendors.

9. Does the Treasury anticipate awarding firms legal work requiring foreign/overseas legal expertise or capacity?

That is unknown at this time.

10. Regionalization of awards: Will there be any?

No, awards will not be made on a regional basis.

Thank you for taking the time to participate in our OFS Legal Services Industry day

We will have a short break followed by presentations by several small business firms

1. What is an Indefinite-Delivery Indefinite-Quantity (ID/IQ) contract?

An ID/IQ contract provides for an indefinite quantity, within stated limits, of supplies or services during a fixed period. The Government places orders for individual requirements. Quantity limits may be stated as number of units or as dollar values.

3. Will all orders be placed under the resultant contract or will Treasury retain legal services under other vehicles?

It is the intent of the Treasury to acquire most OFS-related legal services under the contracts resulting from the OFS Legal Services request for proposal. However, there is no prohibition for acquiring legal services in an alternate manner.

5. Does the NAICS code that has been chosen exclude any offerors from participation?

No, the NAICS code does not preclude any potential offeror from submitting a proposal in response to the solicitation. However, the NAICS does determining the Small Business Size standard for the procurement.

The NAICS code for OFS Legal Services is 541110 “Office of Lawyers” and the size standard is $7 million in revenue.

11. What are the applicable limitations on a law firm’s ability to propose as a prime contractor and as a subcontractor or a joint venture?

There are no limitations on submitting as a proposal as a prime contractor while simultaneously proposing as a subcontractor or part of a joint venture.

However, the terms and conditions of any resultant contract will flow down to the subcontractors and/or joint venture partners. This includes the conflicts of interest requirements. If a firm is conflicted as a prime contractor, any agreement in which they are a subcontractor may also be conflicted, impacting the ability of that prime contractor to perform work for the Treasury under the resultant contract.

For purposes of contract award, Treasury can only evaluate information included in an offeror’s proposal.

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The Department of Treasury (Treasury) established the Office of Financial Stability (OFS) to carry out the Troubled Asset Relief Program (TARP) pursuant to the Emergency Economic Stabilization Act of 2008.

Through the TARP, Treasury aims to provide stability and prevent further disruption to the financial markets and banking system;

ensure mortgage availability and protect home values; and protect taxpayers' interests.

Treasury requires expert legal services to support efforts under the TARP.

The OFS acquired services of outside council to support Administration and Treasury initiatives designed to avert a national economic crisis.

The new OFS Legal Services contracts consolidate existing and new requirements into a single, multiple award vehicle.

Treasury plans to award multiple indefinite-delivery, indefinite-quantity (ID/IQ) contracts to firms demonstrating the ability to respond to one or more of the task areas defined in this acquisition.

The contract performance period is expected to be a one-year base period with four one-year option periods.

Individual task orders will be competitively placed in accordance with the Federal Acquisition Regulation (FAR) 16.505.

Fixed-price, labor-hour, and time-and-materials task orders are expected to be issued for specific requirements under resulting contracts.

To be successful, firms must be able to respond quickly to emergent circumstances with a depth of expertise in highly specialized areas of law.

The OFS Legal Services contracts will include advice and assistance related to, but not limited to, the following subject areas:

Equity Investments

Debt Transactions

Bankruptcy

Real Estate

Structured Products

Regulatory

Investments in public entities

Private equity transactions

Asset purchases and divestitures

Secured lending transactions

Subordinated debt

Loan restructuring

Loan syndication and trading

Debtor-in-possession financing

General bankruptcy advice including analysis of claims relating to existing OFS programs

Mortgages, mortgage renegotiations and foreclosures, including attorneys licensed in the relevant jurisdictions

Investments in mortgage-related assets

Asset-backed securities

Structured finance

Financial and derivative products

Regulation of Banks and Bank Holding Companies

Regulation of Investment Advisers and Broker/Dealers

Tax analysis related to investments in entities such that are not C-Corporations under the Internal Revenue Code

To determine the proposals that offer the best overall value to Treasury, the evaluation will be based on each firm’s:

Legal expertise

Management and staffing

Conflict mitigation

Past performance

Small business participation

Price

The evaluation will include a trade-off between the price and non-price related factors, which may result in award to an offeror other than the offeror with the lowest evaluated price.

Treasury will award contracts to the combination of firms which represent the best value to the Government.

OFS adopted an Interim Final Rule on Conflicts of Interest on January 21, 2009.

Addresses actual or potential conflicts of interest among retained entities performing services for the Treasury.

Requires monitoring compliance with conflicts of interest requirements, including submitting initial and periodic certifications to Treasury.

Requires conflicts of interest analysis by the contractor, as well as any subcontractors or consultants retained to perform work for Treasury by the contractor.

Certification for Organizational Conflicts - 31 CFR Part 31. 211

Information provided to Treasury is accurate and complete

Information required:

Relationship to any related entities

Business or financial interests of the retained entity, its proposed subcontractors, or its related entities, which could conflict with its obligations under the arrangement with Treasury

Description of all organizational conflicts of interest and potential conflicts of interest

Written detailed plan to mitigate all organizational conflicts of interest, along with supporting documents

Any other information or documentation about the retained entity, its proposed subcontractors, or its related entities requested by Treasury

Certification for Personal Conflicts - 31 CFR Part 31.212

Based on review of information on personal, business, and financial relationships required

Certification for Communications with Treasury Officials - 31 CFR Part 216

Ongoing Responsibilities

Periodically certify no organizational conflicts and personal conflicts of interest or provide actions taken to mitigate conflicts

Continued obligation to search for and report any potential organizational and personal conflicts of interest; report conflict and steps taken to mitigate or request waiver within five business days of identification to TARP CCO.

Additional Responsibilities for Entities Retained for Work Involving Acquisition, Valuation, Management or Disposition of Troubled Assets

The resulting contract will be administered by the Department of Treasury Procurement Services Division with support of a Contracting Officer Technical Representative (COTR) and Program Office personnel.

Firms will be required to submit monthly reports containing key information on activities and deliverables completed during the preceding performance period.

Firms will be required to submit reports concerning actual or potential conflicts of interest that may arise during the course of performance.

Additional information deliverables may be identified on individual task orders.

In accordance with FAR 4.11, All prospective offerors are required to be registered in the Central Contractor Registration prior to the award of a contract.

The Central Contractor Registration (CCR) can be found at www.ccr.gov.

The CCR registration will require a DUNS number, if your firm does not have a DUNS number you may register for one at www.dnb.com. DUNS are issued and maintained by Dun and Bradstreet.

In accordance with FAR 4.12, all prospective offerors shall complete electronic annual representations and certifications in conjunction with CCR registrations.

The Online Representations and Certifications Application can be found at http://orca.bpn.gov.

1. What are the Treasury's preferences and requirements for teaming/subcontracting with small business firms?

In all solicitations over $550,000, Treasury includes 52.219-8 Utilization of Small Business Concerns and 52.219-9 Small Business Subcontracting Plan.

All offerors, regardless of size, shall describe their approach to utilizing Small Businesses in performance of the contract. If the offeror is itself a small business, the offeror shall provide proof of its small business status. Offerors that do not qualify as small businesses under NAICS Code 541110 “Offices of Lawyers” shall provide a Small Business Subcontracting Plan pursuant to FAR 52.219-9 “Small Business Subcontracting Plan.”

Offerors shall clearly describe the work being subcontracted to Small Business concerns. Additionally, offerors shall provide an explanation if work is not proposed to be subcontracted to a small business, or is not proposed to be subcontracted to a specific subcategory of small business.

2. To what extent are woman-owned, minority-owned, SDVOSM, or other firms taken into consideration?

As stated above in Contract Evaluation, small business participation is an evaluation factor. Additionally, this procurement will include a partial small business set-aside.

3. What is the timing of any future engagements for TARP-related work?

Currently, the timing of future requirements is unknown. Future requirements will be made known in connection with the issuance of task orders in accordance with FAR 16.505.

4. Is the omnibus RFI related to the PPIP program or are they separate?

OFS Legal Services will be used to acquire legal services in support of OFS through a single, multiple award vehicle for legal services. The Public Private Investment Program (PPIP) is an investment program, not an acquisition of services.

5. Will qualifying for the omnibus RFI automatically qualify firms for future TARP-related work?

No, providing information in response to a Request for Information or Sources Sought Notice does not automatically qualify firms for future work. Contracts will be awarded only under the upcoming RFP and the procedures set forth in FAR Part 15. All work under the resultant contracts will awarded using the procedures in FAR 16.505.

6. What is an average hourly rate that firms are charging to the Treasury for TARP-related work?

The hourly rates under existing contracts are considered proprietary and will not be provided. Treasury does not intend to compile or issue an average hourly rate.

7. Please indicate the extent to which the Treasury anticipates awarding work to firms with less than ten individuals?

Some awards will be set aside for firms that qualify as small businesses under the applicable NAICS code. Apart from this, awards will be made to the most qualified law firms regardless of size.

8. Does Treasury recommend that small firms team with larger firms both for purposes of bidding for TARP work and for completing TARP assignments following an award?

Teaming arrangements are business decisions that Treasury cannot recommend or make on behalf of prospective vendors.

9. Does the Treasury anticipate awarding firms legal work requiring foreign/overseas legal expertise or capacity?

That is unknown at this time.

10. Regionalization of awards: Will there be any?

No, awards will not be made on a regional basis.

Activity Completion Date

Statement of Work 5-08-2009

Synopsis 5-19-2009

Issuance of solicitation 6-3-2009

Proposals due 7-3-2009

Evaluation Complete 8-24-2009

Contract Award 8-31-2009

Thank you for taking the time to participate in our OFS Legal Services Industry day

We will have a short break followed by presentations by several small business firms

1. What is an Indefinite-Delivery Indefinite-Quantity (ID/IQ) contract?

An ID/IQ contract provides for an indefinite quantity, within stated limits, of supplies or services during a fixed period. The Government places orders for individual requirements. Quantity limits may be stated as number of units or as dollar values.

2. What is fair opportunity?

As stated in FAR 16.505, The contracting officer must provide each awardee a fair opportunity to be considered for each order exceeding $3,000 issued under multiple delivery-order contracts or multiple task-order contracts, except as provided for in paragraph (b)(2) of this section.

The contracting officer may exercise broad discretion in developing appropriate order placement procedures. The contracting officer should keep submission requirements to a minimum. Contracting officers may use streamlined procedures, including oral presentations. In addition, the contracting officer need not contact each of the multiple awardees under the contract before selecting an order awardee if the contracting officer has information available to ensure that each awardee is provided a fair opportunity to be considered for each order and the order does not exceed $5 million. For task or delivery orders in excess of $5 million, the contracting officer shall provide all awardees a fair opportunity to be considered for each order.

3. Will all orders be placed under the resultant contract or will Treasury retain legal services under other vehicles?

It is the intent of the Treasury to acquire most OFS-related legal services under the contracts resulting from the OFS Legal Services request for proposal. However, there is no prohibition for acquiring legal services in an alternate manner.

4. What is an option?

The term “option” is defined in FAR 2.101 as the unilateral right in a contract by which, for a specified time, the Government may elect to purchase additional supplies or services called for by the contract, or may elect to extend the term of the contract.

The use of options is discussed in FAR 17.2, which prescribes policies and procedures for the use of option solicitation provisions and contract clauses.

5. Does the NAICS code that has been chosen exclude any offerors from participation?

No, the NAICS code does not preclude any potential offeror from submitting a proposal in response to the solicitation. However, the NAICS does determining the Small Business Size standard for the procurement.

The NAICS code for OFS Legal Services is 541110 “Office of Lawyers” and the size standard is $7 million in revenue.

6. Can a subcontractor qualify as a small business under a NAICS code different than that on the basic contract?

To qualify as a small business, subcontractors must meet the size standards for the work for which they are retained to perform. For example, a firm retained to provide courier services must qualify under the NAICS appropriate for that type of work, not necessarily under the NAICS for the overarching contract.

7. When will conflicts of interest be reviewed by the Treasury?

Treasury will review information on potential and actual conflicts of interest at 2 key stages of the procurement process.

At the proposal submission stage, Treasury will review conflict of interest information for work with current or potential clients and the offeror’s plan to mitigate conflicts.

Treasury will request information and perform a more detailed review of potential and actual conflicts of information specific to the work being competed at the time of task order competition.

Offerors will also be required to submit periodic updated to conflict of interest submissions for review.

8. Will work under the resultant contracts require both transactions and policy advice?

The Treasury is seeking firms to perform transactional work and to provide structuring advice as Treasury establishes or revises specific programs administered by OFS.

9. Will there be a separate ID/IQ award for each of the six areas described in the pre-solicitation notice?

No, Treasury is seeking the best mix of firms to meet our current and future needs.

10. How will firms be integrated with the Treasury?

The role of firms will depend on the work being performed under a task order.

Current examples are as follows:

Capital Purchase Program – Firms are utilized to close transactions

Chrysler FinCo – Firms were used to provide guidance to the Treasury and provided options based on Treasury Policy.

11. What are the applicable limitations on a law firm’s ability to propose as a prime contractor and as a subcontractor or a joint venture?

There are no limitations on submitting as a proposal as a prime contractor while simultaneously proposing as a subcontractor or part of a joint venture.

However, the terms and conditions of any resultant contract will flow down to the subcontractors and/or joint venture partners. This includes the conflicts of interest requirements. If a firm is conflicted as a prime contractor, any agreement in which they are a subcontractor may also be conflicted, impacting the ability of that prime contractor to perform work for the Treasury under the resultant contract.

12. Can firms participate as subcontractors for more than one offeror?

There is no limit to the number of subcontracts that offerors can propose or engage.

However, for the small business set-aside awards, small business prime contractors must perform at least 50% of the effort.

Also, subcontracts valued at greater than $100,000 will require treasury consent.

13. Are recurring reports and other data deliverables billable at hourly rates or should they be included in overhead?

Treasury anticipates award of fixed-price, labor-hour, and time-and-materials task orders for specific requirements under resulting contracts. Fixed-price task orders require that all recurring and non-recurring expenses be accounted for in the proposed price. Labor-hour and time-and-material task orders may allow for hourly billing if the firm’s accounting system does not already capture the costs as indirect expenses.

14. Will prime contractor award winners be able to add numerous subcontractors, as needed, prior to any task order award?

The policies and procedures governing subcontracting are discussed in FAR Part 44. These procedures require the prime contractor to submit information for review by the Contracting Officer. Prime contractors must gain consent from the Contracting Officer prior to allowing the subcontractor to perform work under the contract.

15. Will Treasury consider prime contract awards for unanticipated legal services that can be provided by firms that do not have specialized expertise in the six areas, or must those firms partner?

Treasury will consider all offers submitted in response to the solicitation in accordance with Section M of the solicitation.

Teaming arrangements are business decisions that Treasury cannot recommend or make on behalf of prospective vendors.

16. How were presenters selected for Industry Day?

Treasury provided all interested parties, who self identified as small, the opportunity to present at Industry Day. Interested parties who wished to were required to submit presentations on Friday, May 22, 2009.

17. Can I revise my capabilities letter to add additional staff?

You may always revise your capabilities letter.

For purposes of contract award, Treasury can only evaluate information included in an offeror’s proposal.