Omnibus Legal Services

Added: May 19, 2009 11:05 am Modified: Aug 20, 2009 12:09 pmTrack Changes

This requirement is to furnish legal support for structuring, implementing, managing, and disposing of troubled assets under the Emergency Economic Stabilization Act (Act), and for similar activities with respect to related, as well as any future, legislation authorizing programs or activities to be implemented by the Department of the Treasury (Treasury) Office of Financial Stability (OFS).

Treasury is soliciting offers for the award of multiple indefinite-delivery indefinite-quantity (ID/IQ) contracts. Two or more of these awards will be set-aside for the most highly qualified Small Businesses. The selection will be conducted pursuant to Federal Acquisition Regulation (FAR) Part 15, Contracting by Negotiation, using full and open competitive acquisition procedures. Contracts awarded are intended to provide Treasury with specialized legal expertise to support current and future programs for a term of up to five (5) years. The contractor shall perform legal services for the Treasury to support the OFS and the Office of the General Counsel (OGC). The legal services are expected to include, but not be limited to, the following subject areas:
1. Equity Investments -Investments in public entities -Private equity transactions -Asset purchases and divestitures
2. Debt Transactions -Secured lending transactions -Subordinated debt -Loan restructuring -Loan syndication and trading
3. Bankruptcy -Debtor-in-possession financing -General bankruptcy advice including analysis of claims relating to existing OFS programs
4. Real Estate -Mortgages, mortgage renegotiations and foreclosures, including attorneys licensed in the relevant jurisdictions -Investments in mortgage-related assets
5. Structured Products -Asset-backed securities -Structured finance -Financial and derivative products
6. Regulatory -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.

Please see the attached solicitation document for additional details and instructions on how to submit a proposal in response to this solicitation.

Added: May 19, 2009 11:05 am This requirement is to furnish legal support for structuring, implementing, managing, and disposing of troubled assets under the Emergency Economic Stabilization Act (Act), and for similar activities with respect to related, as well as any future, legislation authorizing programs or activities to be implemented by the Department of the Treasury (Treasury) Office of Financial Stability (OFS).



Treasury plans to solicit offers for the award of multiple indefinite-delivery indefinite-quantity (ID/IQ) contracts. One ore more of these awards will be set-aside for the most highly qualified Small Businesses. The selection will be conducted pursuant to Federal Acquisition Regulation (FAR) Part 15, Contracting by Negotiation, using full and open competitive acquisition procedures. Contracts awarded are intended to provide Treasury with specialized legal expertise to support current and future programs for a term of up to five (5) years.



The contractor shall perform legal services for the Treasury to support the OFS and the Office of the General Counsel (OGC). The legal services are expected to include, but not be limited to, the following subject areas:



1. Equity Investments

-Investments in public entities

-Private equity transactions

-Asset purchases and divestitures

2. Debt Transactions

-Secured lending transactions

-Subordinated debt

-Loan restructuring

-Loan syndication and trading

3. Bankruptcy

-Debtor-in-possession financing

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

4. Real Estate

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

-Investments in mortgage-related assets

5. Structured Products

-Asset-backed securities

-Structured finance

-Financial and derivative products

6. Regulatory

-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



In an effort to give prospective contractors more information about the work anticipated under this contract, work area examples are included below to illustrate some of the areas in which Treasury has requested legal support through previous procurements and may require future legal support in connection with transactions under the Act, or under future legislation that may authorize additional OFS activities or programs.



Please note: The descriptions below generally correspond with existing or planned programs under the Act. However, subsequent Executive decisions or Legislative actions may change the specific programs implemented and the work required under this solicitation.



WORK AREA EXAMPLES



Example 1 Investment Transaction Legal Services

Contractor may be tasked to provide expertise and guidance in the formulation of equity investment structures and documentation including, but not limited to: co-investment accompanying private sector investment, government investment without private sector investment, asset purchases and other direct investments. Contractor would provide expertise and guidance in developing the form, structure, terms and conditions of equity transaction documentation. Contractors also may be tasked to handle closings of equity transactions for which they create documentation.



Example 2 Debt Transaction Legal Services

Contractor may be tasked to provide expertise and guidance in the formulation of debt transaction structures and documentation including, but not limited to: lending transactions, loan syndications, loan participations, whole-loan purchases and sales and other debt-related transactions. Contractor would provide expertise and guidance in developing the form, structure, terms and conditions of debt transaction documentation. Contractors also may be tasked to handle closings of debt transactions.



Example 3 Transaction-Closing Legal Services

Contractor may be tasked to assist Treasury in executing transactions under existing Treasury programs. In performing such work, Contractor may be responsible for: (1) conducting any due diligence required for the transaction; (2) customizing form agreements to document the transaction; (3) reviewing executed agreements for legal sufficiency and completeness; (4) identifying insufficiencies or legal issues that require action before the transactions can be closed; (5) notifying and working with the institution and Treasury in resolving those issues; (6) conducting the closing of the transaction; and (7) handling any post-closing matters associated with transactions under the program. Contractor also may be tasked to handle redemptions and sales associated with transactions closed by the Contractor.



Example 4 Mortgage Loan Modification Legal Services

Contractor may be tasked to provide legal expertise and guidance in connection with the modification of mortgage loans in which Treasury has a direct or indirect interest. Contractors may be tasked to develop standard mortgage loan modification documentation for use in particular jurisdictions and to close mortgage loan modification transactions involving properties located in those jurisdictions. Because mortgage laws vary from jurisdiction to jurisdiction, each Contractor tasked to develop such documentation and close such transactions must have expertise in and be licensed to practice under the law of the jurisdictions in which the mortgaged properties assigned to the Contractor are located.



Example 5 Other Mortgage-Related Legal Services

Contractor may be tasked to provide legal expertise in the development and execution of programs for purchases and sales or guarantees of whole mortgage loans, mortgage-backed securities or other interests in debt secured by mortgages (collectively, mortgage-related assets). Such programs may involve commercial mortgage loans or residential mortgage loans or both. Any such programs may involve purchases or guarantees of mortgage-related assets directly or through an agent. Contractor would be responsible for providing legal advice and assistance with respect to (1) structuring TARP programs involving mortgage loans and establishing guidelines for such programs; (2) developing the form, structure, terms and conditions of legal documentation for such programs; (3) developing applicable external and internal guidance and communication; and (4) reviewing transaction documentation and closing-related transactions under such programs, including the issuance of any warrants that the Treasury is required to obtain in connection with such transactions. The Contractor may also be required, as determined necessary, to advise the Treasury on issues arising during the course of such programs and to represent Treasury in various capacities.



To perform the work described in this subsection, Contractor must have legal expertise regarding issues that may arise during the course of the Treasurys ownership of such mortgage-related assets, including, but not limited to, title issues, loan modifications and restructuring, late payments, prepayments, and foreclosures. Additionally, the Contractor must have legal expertise in all aspects of mortgage-related transactions as well as in securities transactions.



Example 6 Systemically Significant Institution Legal Services

Contractor may provide legal services, expertise, and guidance for possible Treasury loans to, investments in, or other transactions with systemically significant institutions. Services may include, but will not be limited to, (1) assistance in structuring transactions; (2) negotiating and drafting relevant documents such as investment agreements, debt agreements, security agreements and other documentation necessary to implement such transactions; (3) conducting legal due diligence; (4) closing such transactions; and (5) handling post-closing matters in connection with such transactions. Contractors may be tasked to handle transactions with particular institutions. In selecting a Contractor to handle a transaction with a particular institution, Treasury will consider, among other things, the Contractors demonstrated expertise in the primary areas of regulatory law applicable to the institution.



Example 7 Asset-Backed Security Legal Services

Contractor may provide legal services, expertise, and guidance for one or more transactions involving direct or indirect Treasury investments in asset-backed securities other than those backed by mortgage loans (ABS). Such transactions may include, without limitation: Treasury purchases or guarantees of ABS, Treasury loans secured by ABS, or Treasury investments in entities purchase, guarantee or make loans secured by ABS. The legal services to be provided include, but are not limited to, assistance in structuring such transactions; negotiation and drafting of relevant transaction documents, including investment agreements, loan agreements, security agreements or other documentation necessary to implement such transactions; creation and qualification of any special purpose entities needed for such transactions; closing of the transactions; and any post-closing assistance that Treasury requires in connection with such transactions.



Example 8 Claims and Bankruptcy Advice

The Contractor may be tasked to advise Treasury in connection with claims and bankruptcy issues, including analysis of assignments and claims relating to its loans, guarantees and investments authorized by the Act.



Example 9 Asset Management Legal Services

Contractor may provide legal services, expertise, and guidance for transactions involving direct or indirect Treasury investments in or loans to investment vehicles that are managed by third party investment managers. The legal services to be provided include, but are not limited to, assistance in structuring such transactions; negotiation and drafting of relevant transaction documents, including investment agreements, loan agreements, or other documentation necessary to implement such transactions; creation and qualification of any special purpose entities needed for such transactions; closing of the transactions; and any post-closing assistance that Treasury requires in connection with such transactions.