TOFS-09-S-0011 Amendment 0001.pdf

(x)

TOFS-09-S-0011

x x

1 copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT

THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

x

OFS

WASHINGTON DC 20220

1500 PENNSYLVANIA AVE.,N.W.

DEPARTMENT OF THE TREASURY

OFS

PSD

Washington DC 20220 1425 New York Avenue, N.W.

Department of the Treasury Procurement Services Division

08/20/2009000001

13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

12. ACCOUNTING AND APPROPRIATION DATA (If required) is not extended.is extended, Items 8 and 15, and returning

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

FACILITY CODE CODE

10B. DATED (SEE ITEM 13)

10A. MODIFICATION OF CONTRACT/ORDER NO.

9B. DATED (SEE ITEM 11)

9A. AMENDMENT OF SOLICITATION NO.

CODE

8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)

7. ADMINISTERED BY (If other than Item 6)CODE 6. ISSUED BY

PAGE OF PAGES

4. REQUISITION/PURCHASE REQ. NO.3. EFFECTIVE DATE2. AMENDMENT/MODIFICATION NO. 5. PROJECT NO. (If applicable)

1. CONTRACT ID CODE

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

08/20/2009

CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority) appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

E. IMPORTANT: Contractor is not, is required to sign this document and return __________________ copies to the issuing office.

ORDER NO. IN ITEM 10A.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

The purpose of this amendment is as follows:

1) Provide answers to questions submitted in accordnace with Seciton L.2 of the RFP

2) Provide change pages for pages 27 and 32 of the RFP

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)15A. NAME AND TITLE OF SIGNER (Type or print)

15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 15B. CONTRACTOR/OFFEROR 16C. DATE SIGNED

(Signature of person authorized to sign) (Signature of Contracting Officer)

PATRICK BREEN

STANDARD FORM 30 (REV. 10-83)

Prescribed by GSA

FAR (48 CFR) 53.243

NSN 7540-01-152-8070

Previous edition unusable

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

Proposal Reference

Question Answer

Attachment 1, Example 6 What is a "systemically significant institution" (see page 38, example 6). Please see http://www.financialstability.gov/roadtostability/decoder.htm

Attachment J-6

On pricing, we assume that despite Attachment J-6 showing estimated hours, that you only want rates quoted for each of the years, or are we supposed to multiply the proposed rates by the hours referenced on Attachment J-6 to provide a total dollar amount as well per the chart on Attachment J-6. Also, if we plan to subcontract to small business and minority firms whose rates are lower where/how do we reflect this in our response with respect to pricing.

Please enter the hourly labor rate and complete the total dollar amount by multiplying the hourly labor rate by the total number of hours. If hours are allocated to subcontractors at a lower dollar value, an offeror may take that into consideration when developing its proposed labor rates. Proposing multiple rates for the same labor category or adding labor categories is not permitted.

Attachment J-6 Should the estimate of hours for each labor category reflect the maximum labor capacity that the Offeror anticipates being capable of dedicating to the contract within each labor category?

Treasury has provide the estimated hours for each labor category by period of performance in Attachment J-6. The offeror shall not change the estimated hours.

Attachment J-6 Can the Offeror include, in its estimate of annual hours, the labor capacity of employees who will only be hired by the Offeror in the event a contract is awarded to the Offeror?

Treasury has provide the estimated hours for each labor category by period of performance in Attachment J-6. The offeror shall not change the estimated hours.

Attachment J-6

If the estimate of hours is not intended by Treasury to indicate the Offeror’s maximum capacity to perform services under the contract, then can Treasury provide additional guidance on how an Offeror’s estimated annual hours should be determined?

Treasury has provide the estimated hours for each labor category by period of performance in Attachment J-6. The offeror shall not change the estimated hours.

Attachment J-6 Does Treasury have any expectation or preference regarding what constitutes an appropriate mix or allocation of total hours across each of the four labor categories?

Treasury has provide the estimated hours for each labor category by period of performance in Attachment J-6. The offeror shall not change the estimated hours.

Attachment J-6 If the total price proposed by two Offerors is equal, what differences in the mix of labor category hours would cause Treasury to evaluate one Offeror’s price more favorably than another’s?

Treasury has provide the estimated hours for each labor category by period of performance in Attachment J-6. The offeror shall not change the estimated hours.

Attachment J-6 Is it acceptable for an Offeror to divide the hours of one or more Key Personnel across multiple labor categories when preparing the Labor Rate Table?

No.

B.1 If I understand correctly, an annual individual contract is valued between $50,000 - $99,791,842. That seems incredibly low for the scope of work required. Could you please confirm or clarify?

The minimum value of any contract awarded under this RFP is $50,000. The total value of all orders placed under contracts awarded under this RFP will be $99,791,842. These are not annual values.

Rather they are cumulative values of the base ordering period and option periods. The total cumulative value of all orders issued under the resulting contracts will not exceed $99,791,842. Any firm receiving a contract resulting from this RFP is guaranteed an order(s) totaling at least $50,000 over the life of the contract.

C.4 Under C.4, what specifically constitutes investments in mortgage-related assets?

"Mortgage-related assets" is intended to be a general term covering a variety of assets. Examples include, but are not limited to, mortgage-backed securities, whole loans, servicing rights and servicing advance receivables.

C.4

Under Paragraph C.4 of the Solicitation, Treasury has identified six (6) major categories of legal services with corresponding sub-categories ("task areas"). Under Paragraph M.1 of the Solicitation, Treasury has indicated a preference for multiple vendors in each task area and Treasury is setting aside (2) contract awards for qualified Small Business concerns.

Does Treasury intend to identify which task areas are reserved for the two set-asides for Small Business concerns prior to the required date of proposal submission?

The small business set aside awards are not limited to any particular task areas

G.3 Is a limit to the amount of "Key Personnel" we can list under section G.3 (p.

10 of 58; referenced in L.1 (p. 27 of 58)).

Offerors should propose the number of "Key Personnel" they feel is necessary to properly respond to the requirements listed in the solicitation. These individual(s) shall be in responsible positions so as to allocate and control personnel. During the contract performance period, any substitution or replacement of key personnel must first be proposed by the Contractor and authorized by the Contracting Officer.

G.4 and L.1 Is there any limit on the number of people we list as "Key Personnel" with respect to individual subject areas ( see RFP section G.4 on page 10 and section L.1 on page 27) ?

There is no limit to the number of people who may be proposed as "Key Personnel". Please note, in accordance with section H.2 of the RFP, any substitution or replacement of key personnel must first be proposed by the Contractor and authorized by the Contracting Officer.

I.5

Section I.5 of the RFP sets forth the provisions of FAR 52.219-14 that establish limits on subcontracting in certain situations. That section clearly provides that at least 50% of the cost of personnel of an "Offeror/Contractor" must be "expended for employees of the concern." FAR 52.219-14 does not mention sub-contractors and personnel of subcontractors.

Please confirm whether or not the 50% requirement of FAR 52.219-14 applies to the sub-contractors of a large firm Offeror/Contractor in the unrestricted portion of this partial-set-aside procurement, or only to prime contractors.

FAR 52.219-14 applies to offerors interested in submitting as a prime for the partial small business set aside included in this solicitation.

J-7

We have a question regarding whether we or the reference are to fill out the J-7 Past Performance attachment, and should be pleased if you would clarify.

Offerors shall provide Attachment J-7 to their references for completion.

The Offerors shall submit the signed and sealed response from their references with their proposal submission.

K.2 How is page 26 to be completed - specifically, item (c)? Item (c) is to be completed if the offeror is required to amend any representations or certifications for this particular solicitation.

L.1 There is a 10 page limit for the management and staffing approach (see RFP section L.1 on page 27) - do individual lawyer resumes or descriptive profiles count as part of this page limit ?

No, there is no page limit on the resumes/profiles of proposed personnel. The resumes of key personnel are not subject to the 10 page limit and the resumes of two non-key personnel per subject area are attachments and not included in the 10 page limit. The Sections L.1 and L.4 of the RFP have been amended to expressly exclude resumes submitted from page limitations.

L.1

With respect to references, are firms that have worked on TARP matters to date either expected or permitted to have a project lawyer from Treasury on work performed to date provide a reference, or is that presumed to be implicit in Treasury's evaluation process and the references requested expected to be from other government agencies (see RFP section L.1 page

29) ?

The offeror is responsible for determining the references to be submitted as part of the offeror's proposal submission. There is no specific expectation that offerors who have supported the Treasury submit a reference from the Treasury. The requirements for references are listed in section L.1 of this RFP.

L.1 Section L.1 requests resumes corresponding to the Offeror’s two most qualified non-key personnel. Will an Offeror be unfavorably evaluated if fewer than two resumes of non-Key Personnel are included?

L.1 requires the submission of two resumes.

L.1 Will it satisfy the requirements of the RFP for the Offeror to identify persons who are not currently employed by the Offeror as “available staff per subject area” (requested in Section L.1), if the Offeror only anticipates hiring such persons upon being awarded a contract under the RFP?

L.1 states that the offeror is to assume that the work was to begin promptly.

L.1 Can an Offeror identify “available staff per subject area” (requested in Section L.1) by the staff person’s title and functional competencies, rather than by the staff person’s name?

Resumes of individual key personnel are required, as are "corresponding to your two (2) most qualified non-key personnel that will be made available for each proposed subject area." Submitted resumes shall contain the staff person's name. When completing the description of the number and mix of available staff per subject area, the offeror shall provide sufficient detail for the Treasury to evaluate the number and mix of available staff.

L.1

If a firm is submitting a join application with another firm with whom it has teamed, does the referenced maximum of three references apply collectively at the application level or may both firms submit three references of past performance?

L.1 states that there is a maximum of three (3) references to be included in the proposal submission.

L.1

Section L.1: "Management and Staffing Approach"

Question: Does the 10 page limitation applied to this section include the requested resumes for Key and non-key personnel in each of the six subject areas or can resumes be appended to the end of this response section exclusive of the 10 pages?

Section L.1 has been amended to exclude resumes from the page limit for the Management and Staffing Approach.

L.1

Conflicts Mitigation Plan: We understand that at these early stages it is virtually impossible to identify potential conflicts of interest. However, do you have any idea as to what types of conflicts may arise? For example, will the potentially adverse parties be financial institutions, insurance companies or some other identifiable class of business? Any information that you can provide on this topic would be greatly appreciated.

Treasury directs you to the Conflict of Interest Regulations at 31 CFR Part 31. It is the burden of the Offeror to identify potential, actual or perceived conflicts of interest and inform Treasury of its mitigating actions to eliminate/avoid the conflict. Treasury suggests a review of the examples of the types of work set forth in the Solicitation along Section C.1- Background . These areas may assist you with the appropriate response.

L.1 and Attachment J-2

Does the Treasury Department intend to apply set-asides at the task order level or overall contract level? If the former, will firms be notified if a particular task-order includes a specific set-aside prior to submitted a response to a task order?

The partial small business set-aside is at the contract level. See Section G of this RFP for ordering procedures.

L.1 and Attachment J-2

If a large firm contemplates or has in place a teaming/subcontracting arrangement with a qualified small business law firm for some, but not all subject areas covered by the solicitation, it is acceptable to limit the subcontracting plan included in the response to just those subject areas or will large firms be expected to subcontract a portion of any task order to a qualified small business?

The structure of the subcontracting plan is a business decision that must be made by the offeror submitting a proposal. Treasury cannot provide any guidance on the issue.

M.1 Is a SB Offeror expected to present a plan to subcontract work to other Small Businesses in order to demonstrate “small business commitment” for purposes of the non-price evaluation factor of “SB Participation”?

Small Businesses are not required to submit a subcontracting plan as required by FAR 52.219-9.

In accordance with L.1:

1) All Offerors shall provide documentation regarding enforceable commitments to use each small business as defined in FAR Part 19, as subcontractors. Bilateral agreements between the Offeror and a proposed subcontractor constitute enforceable agreements.

2) All Offerors shall provide any information substantiating the Offeror’s track record of using small businesses as proposed on past contracts.

Provide descriptive information for all small business categories. Any information concerning long-term relationships with small business subcontractors, such as Mentor Protégé relationships, should be provided.

M.1 Will a SB Offeror’s own status as a SB constitute favorable evidence of the Offeror’s “small business commitment” for purposes of the non-price evaluation factor of “SB Participation”?

Yes, an offeror's size status will be considered in the evaluation.

M.1 In what other ways can a SB Offeror show “small business commitment” for purposes of receiving a favorable evaluation under the non-price evaluation factor of “SB Participation”?

See the submission requirements in Section L.1

M.1

Small Business Participation Plan ‐ As a large law firm service provider, we typically do not subcontract our legal services; sometimes we subcontract litigation support services, duplication services, messenger services and the like. Are you anticipating that large law firms who bid on this proposal to subcontract legal services to Small Business law firms? Is this acceptable?

The Treasury's requirement for subcontracting is Section L.1.

M.1

Small Business Participation Plan ‐ How is the 40% goal measured? We thought it was a percentage of revenues, but then we were confused by the language at the top of page 36 of the Solicitation which reads: "Offerors should note that the 40 percent goal stated above is a percentage of the total subcontracting participation in each Offeror's contract (and not a percentage of the overall contract)." We thought maybe it meant that of all the subcontractors we propose to use, 40% of them should meet these goals. For example, if we proposed to use no subcontractors, would there be any requirement at all?

Clarification on this point would be appreciated.

For this procurement action Treasury has a small business subcontracting participation goal of 40 percent. In accordance with Section M.1, the 40 percent goal stated in this section is a percentage of the total subcontracting participation in each Offeror’s contract.

This means that 40 percent of the subcontracting participation in an Offeror's proposal should be subcontracted to small businesses.

Please see the Section L.1 for the requirement for Small Business Participation.

None provided

Should the Law Firm make the application referencing my firm in the letter?

Since I am not an attorney, I would provide mostly oversight, loan evaluation/valuation to insure we are on the correct path. Alternatively, I could apply and use the law firm as a subcontractor but I don't think that should be the way we would like to approach the engagement nor do I think that would be how you would want it. Let me know if I am correct in my assumption.

This is a business decision that must be made by the offeror submitting a proposal. Treasury cannot provide any guidance on the issue.

None provided There are numerous specific tasks listed, many unrelated, some are not easily identified in the solicitation. Is the concept to bid on a specific task within a geographic region?

Awards will not be made on a geographic basis.

None provided For example, if we were interested in bidding to restructure, sell, or otherwise dispose of commercial (C & I) loans in the Northeastern states, how would we go about bidding that function alone.

See answer to Question 4.

None provided If we were well suited to liquidate a portfolio at a specific bank, how would we know to bid on that job?

Any task order issued after the award of the resulting contracts will be issued in accordance with the ordering procedures in Section G.5 of this RFP.

None provided

On June 4, 2009, Treasury published answers to certain questions asked by participants at the Omnibus Legal Services Industry Day.

Please confirm that the Answers to Questions 11 and 12 from the Floor remain applicable to this RFP.

There are no limitations on submitting 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.

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.

None provided

Can a particular veteran-owned small business law firm (i) respond to Solicitation Number TOFS-09-S-0011 in its own name as a prime contractor to perform legal services for the US Treasury with its own legal personnel only and (ii) at the same time be named as a subcontractor in a Subcontracting Plan in a different response submitted to the same Solicitation by a Large Business law firm?

It is not prohibited by this RFP. This is a business decision that must be made by the offeror submitting a proposal. Treasury cannot provide any guidance on the issue.

None provided

Can a particular veteran-owned small business law firm that has responded to the Solicitation in its own name as prime contractor enter into a Subcontracting Plan with one or more law firms in the following categories of potential subcontractors: a Large Business law firm, a women-owned small business law firm or a small business Disadvantaged law firm?

It is not prohibited by this RFP. This is a business decision that must be made by the offeror submitting a proposal. Treasury cannot provide any guidance on the issue.

In responding to the Solicitation, can a law firm use in its response the past performance evaluations and past performance references for relevant transactional matters received by the law firm's attorneys while the attorneys were at prior law firms

The offeror shall submit the Past Performance References as required by Section L.1. The relevant skill set for attorneys will be demonstrated in the resumes submitted for key personnel and some specific non-key personnel in accordance with Section L.1.

None provided

Our Clients included several large banks. Would the Office of the General Counsel be able to waive any conflicts that we might have in connection with these representations. We assume that, if these parties were adverse to the Department of the Treasury, that we would not be representing the Department. Before proceeding we want to know how these representations would be handled.

First, the Conflict of Interest Regulations at 31 CFR Part 31 should be reviewed, specifically the section "Grant of Waivers" in 31 CFR 31.215.

Please also see the preamble of the rule. Secondly, Treasury is not in the position to offer specific advice relating to whether a waiver is warranted without full knowledge of the facts and circumstances behind the request.

None provided How does Treasury anticipate dividing the work under the contracts awarded? Does it expect to send work to firms that can handle all 6 subject areas or pieces to different firms for the different subject areas?

All work will issued in accordance with Section G.5 of the RFP.

None provided Do we need to provide a small business subtracting plan for all 6 of the subject areas or can we do plans specific to one or more different areas?

The required subcontracting plan is to be submitted at the contract level not at the subject area level.

None provided What is the total maximum value of the contract for one "subject area"? There is no maximum contract value for one "subject area".

None provided Can the Law Firm address just one of the "subject areas" in the response to the RFP?

Yes, an offeror may propose to just only one of the subject areas.

Offerors shall follow the procedures in Section L.1 of the RFP

None provided Does the contractor provide the work space for the assignment? The place of performance will be defined in accordance with Section G.6.

None provided If a law firm represents major banks (Bank of America/BBT etc.) is this considered a "conflict"; therefore, they would be ineligible to participate in the response to the RFP?

Treasury is not in the position to offer an opinion as to whether the circumstance presented is a "conflict." We direct your attention to the definitions in the Conflict of Interest Regulations at 31 CFR Part 31 which may assist you in making the determination.

None provided What does "technical direction" mean? Technical Direction is defined in Section G.4

None provided Will the majority of the legal work be document review?

Treasury has a continuing need for legal services, but cannot define the specific work at this time. The scope and breadth of work will be defined at the task order level.

None provided How many people are you recommending we hire for the project? How many in each area: Partner, Of Counsel, Associate and Legal Assistant?

This is a business decision that must be made by the offeror submitting a proposal. Treasury cannot provide any guidance on the issue.

None provided If the Law Firm does not have a track record with the small business they are interested in partnering with (subcontractor/LPI), would they be ineligible participate in the response to the RFP?

No.

Our law practice consists of two entities, "X" LLP and "X" L.L.C. As to the two entities:

- Both entities were established over 5 years ago.

- Each entity has different ownership (individuals owning over 50% of X LLP own 48% of X L.L.C., and individuals owning over 50% of X L.L.C. own approximately 10% of X LLP).

- Each entity has a separate Federal Tax ID and DUNS number.

- Each entity has separate payroll and files taxes separately.

- Both entities practice under the same trade name, "X".

- Both entities are majority owned by ethnic minorities and women, and are W/MBE qualified in the states in which they practice.

X L.L.C., which has annual revenues under $7 million and qualifies for Treasury's set-aside for small, minority and women-owned law firms, intends to submit a response to Treasury's Omnibus RFP.

Questions:

1. Would X L.L.C. lose eligibility for the set-aside if it added several partners and associates of X LLP as part of its proposed Treasury team (X LLP has annual revenues in excess of $7 million)?

2. Would X L.L.C. be required to subcontract up to 40% of its Treasury work to other small, minority and women-owned law firms?

3. Would minorities and women who serve as Special Counsel or Of Counsel to X L.L.C. be considered part of the firm, or subcontractors to the firm?

1. The eligibility of the set aside is determined by the annual revenue of the firm. In this case the size standard is $7 million in revenue.

Additionally, FAR 52.219-14 Limitation on Subcontracting is applicable to the partial small business set aside. See 13 C.F.R. part 121 for information on the administration of size standards.

2. The requirements for the Small Business Participation Plan is in Section L.1 of this RFP

3. This is a business decision that must be made by the offeror submitting a proposal. Treasury cannot provide any guidance on the issue.

None provided The RFP states that today, August 27, 2009 is the deadline for questions, however, it does not state a time (EDT). Please advise as to the time of the deadline.

There was no time provided

None provided

If we are part of a small business plan by a large firm, can we (as a small business firm) submit a separate proposal ourselves for the solicitation? I see nothing in the solicitation that prohibits us from submitting our own proposal.

The submission of a proposal is a business decision that must be made by the offeror submitting a proposal. Treasury cannot provide any guidance on the issue.

None provided Is the firm required to submit an "intent to respond"? If so, to whom do we send it and what is the deadline? No.

None provided Will more than one contract be awarded under this solicitation? Please see Section C.2 of the RFP.

None provided If a contract selectee is not a small business, must that selectee subcontract a percentage of its contract to small businesses? Please see Section L.1 of the RFP.

None provided

Just because a firm is awarded a contract, it is not guaranteed any minimum amount of work?

Once a party is awarded a contract, it still must await the issuance of a task order, is that correct?

The contract minimum in in Section B.1 of the RFP. Section G.5 of the RFP details the ordering procedures.

Since our firm is only licensed to practice law in 2 states, is it ok for us to submit a proposal to perform work only in those states, or must we combine with other firms (or be a subcontractor to a firm with greater coverage) to submit a proposal?

There is no requirement to be licensed in all 50 states. The decision to partner or subcontract with other firms is a business decision that must be made by the offeror submitting a proposal. Treasury cannot provide any guidance on the issue.

None provided Along those lines can a proposal be submitted that to provide services in less than all of the specified categories? See Section L.1 of the RFP.

None provided

If we identify and describe the expertise of any small business firms we may plan to subcontract work to under this proposal as part of our response, will it subsequently be necessary to have them approved again by Treasury if and when individual task orders are subsequently awarded to our firm?

If subcontractors are identified in the initial proposal submission by an offeror, the offeror will not have to comply with the processes in FAR 52.244-2. Subcontracts (June 2007) if and when individual task orders are awarded. If an offeror wishes to add a subcontractor that was not previously proposed by the offeror, then the offeror will have to comply with FAR 52.244-2

Attachment J-7 Please clarify whether to submit sealed responses with our electronic copy of the proposal.

The sealed past performance references are not to be included with your electronic copy of the proposal. These references are to be submitted in hardcopy.

SECTION L -- INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

L.1 INFORMATION REQUESTED

This section identifies the primary information the firm must provide in its response to this RFP.

Legal Expertise

The offeror shall address each of the six subject areas set forth in Section C of the RFP in which the offeror (including any proposed subcontractors) has expertise. The response shall include a description of significant transactional work in the relevant areas performed over the past three

(3) years. Describe the specific types of transactions within each subject area. Summarize up to the most significant five (5) transactions, the offeror’s role, date(s) of performance, and the total dollar amount of the transaction, where applicable. Limit your response to three (3) pages per subject area.

Management and Staffing Approach

Describe your approach to managing performance under this contract and ensuring that all subject areas are properly staffed. Address your ability to respond to and perform multiple subject areas simultaneously and to undertake a high volume of complex work within one or more subject areas under significant time constraints. Submit a staffing plan that describes the number and mix of available staff per subject area. Submit resumes for Key Personnel in each subject area proposed, as defined in Section G of the RFP. Ensure that the proposal clearly identifies which individuals are being proposed as key personnel. Submit resumes corresponding to your two (2) most qualified non-key personnel that will be made available for each proposed subject area (assuming the work was to begin promptly). Limit your response to ten (10) pages for the Management and Staffing Approach. Resumes submitted for Key Personnel and non-key personnel are excluded from the page limit.

Conflicts Mitigation Plan

Submit sufficient information for Treasury to be able to evaluate any conflicts of interest, to include the following (offerors should note that there is no page limit to this section):

1. Identification of the offeror’s proposed subcontractors and consultants to perform services in support of the TARP.

2. A description of the relationship(s) of the offeror (including any proposed subcontractor or consultant) to any related entities. For purposes of this provision, “related entities” shall have the same meaning as set forth in 31 C.F.R. § 31.201.

3. Information concerning all other business or financial interests of the offeror, its proposed subcontractors and consultants, and its related entities, which could pose a conflict with the offeror’s obligations under any resultant contract with Treasury.

4. A written detailed plan to identify and mitigate all organizational conflicts of interest of the offeror, its proposed subcontractors, and proposed consultants. Please include specific identification and mitigation control procedures. Please do not cite to external documents unless you excerpt the relevant text from those documents into the mitigation plan (e.g., codes of

(v) agrees to work in good faith with any successor contractor and provide necessary transition support.

The response must include a document, containing 1-inch margins and 12 point font. The responses for Legal Expertise and Management and Staffing shall not exceed the limits of one-sided pages addressing the items in Section L.1, above.

Other than the information required by Section L of this RFP, the response shall not include any other attachments or documentation. The response shall not include any generic marketing or sales information, or rely in substance on cross-references to other documents.

The response must be separated into five (5) separate volumes, with each volume containing one or more specific evaluation criteria (described in Section M):

Volume Volume Name Page Limitations Number of Hard

Copies I Legal Expertise 3 Pages per Subject

Area Original and 3 copies Management and Staffing Approach 10 Pages and

Required Resumes II Conflicts Mitigation Plan No Limit Original and 3 copies III Past Performance No Limit Original and 3 copies IV Small Business Participation Plan No Limit Original and 3 copies V Price No Limit Original and 1 copy

One electronic copy of the entire proposal shall be submitted on CD or DVD. In the event of a conflict between the contents of the hard copy version of the proposal and the contents of the electronic version, the hardcopy version shall prevail.

L.5 FAR 52.215-1, INSTRUCTIONS TO OFFERORS – COMPETITIVE

ACQUISITIONS (JAN 2004) is incorporated by reference.

L.6 FAR 52.216-27 SINGLE OR MULTIPLE AWARDS (OCT 1995) is incorporated by reference.

L.7 FAR 52.216-1 TYPE OF CONTRACT (APR 1984)

The Government contemplates award of an indefinite-delivery/indefinite-quantity contract with Fixed Price, Labor Hour, or Time and Materials task orders resulting from this solicitation.

L.8 FAR 52.233-2 SERVICE OF PROTEST (SEPT 2006)

(a) Protests, as defined in section 31.101 of the Federal Acquisition Regulation, that are filed directly with an agency, and copies of any protests that are filed with the Government Accountability Office (GAO), shall be served on the Contracting Officer (addressed as follows) by obtaining written and dated acknowledgment of receipt from Patrick K.