Legal Support Services

Specialized Legal Services 1 Specialized Legal Services Sample Task Order - 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) and the Office of Capital Access (OCA) require specialized legal services in connection with programs and other initiatives administered by Treasury (collectively, the Programs), including but not limited to: • 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, such as exchanges of securities, redemptions and repayments, disposition of investments as authorized 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. -- 1 of 5 -- Specialized Legal Services 2 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 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 -- 2 of 5 -- Specialized Legal Services 3 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/. V. Place of Performance Work will be performed at the contr…