SOURCES SOUGHT
R -- Legal Services - Sources Sought
- Notice Date
- 12/18/2009
- Notice Type
- Sources Sought
- NAICS
- 541110
— Offices of Lawyers
- Contracting Office
- Office of HQ PS (HQ)U.S. Department of EnergyOffice of Headquarters ProcurementMA-641000 Independence Ave., S.W.WashingtonDC20585
- ZIP Code
- 20585
- Solicitation Number
- XXXXX-TBD
- Response Due
- 1/8/2010
- Archive Date
- 2/7/2010
- Point of Contact
- Matthew Parker, 202-287-1303, matthew.parker@hq.doe.gov
- E-Mail Address
-
Parker, Matthew L
(matthew.parker@hq.doe.gov)
- Small Business Set-Aside
- N/A
- Description
- Sources Sought Notice Programmatic and transactional legal services are being sought to support the Department of Energy's Title XVII Loan Guarantee Program (the "Title XVII Program"). The Title XVII Program consists of the following Credit Programs: (i) a Self-Pay Title XVII Program under Section 1703 in which borrowers are required to pay the subsidy cost of the DOE loan guarantee and (ii) a Rapid Deployment Program under Section 1705 in which appropriated funds have been made available under the American Recovery and Reinvestment Act of 2009 (the "Recovery Act") to pay such subsidy cost. Moreover, the Financial Institution Partnership Program ("FIPP") implements part of the Rapid Deployment Program and is intended to expand credit capacity for the efficient and prudent financing of eligible projects that use commercial energy-related technologies, while also assuring a proper alignment of risks between DOE and private sector financial institutions, privately-owned and managed investment vehic les (including funds) and/or Development Finance Organizations ("DFOs"). The first FIPP solicitation utilizes a syndicated lending model, and the FIPP may be developed to include components that involve the provision of DOE loan guarantees to privately owned and managed investment vehicles (including funds) and/or to DFOs. DOE expects to separately seek legal counsel with respect to each specific loan guarantee transaction under the Self-Pay Title XVII Program and certain components of the Rapid Deployment Program, such as the project-by-project negotiation of the formation and governing documents for loan portfolio model transactions. Under the Title XVII Program, DOE's loan guarantee supports energy or energy-related projects such as the following ("Energy or Energy-Related Projects"): a. Renewable Energy Systems, including incremental hydropower, that generates electricity or thermal energy, and facilities that manufacture related componentsb. Advanced Fossil Energy Technology, including coal gasification meeting certain statutory criteria (e.g., emission levels)c. Hydrogen Fuel Cell Technology (e.g., residential, industrial or transportation applications)d. Advanced Nuclear Energy Facilitiese. Front-End of the Fuel Cycle Nuclear Facilitiesf. Carbon Capture and Sequestration Practices and Technologies (e.g., agricultural and forestry practice that store and sequester carbon)g. Efficient Electrical Generation, Transmission, and Distribution Technologiesh. Efficient End-Use Energy Technologiesi. Production Facilities for Fuel Efficient Vehicles (e.g., hybrid and advanced diesel vehicles)j. Pollution Control Equipmentk. Refineries, meaning facilities at which crude oil is refined into gasolinel. Electric Power Transmission Systems, including upgrading and reconductoring projectsm. Leading edge biofuel projects that will use technologies performing at the pilot or demonstration scale that the Secretary determines are likely to become commercial technologies and will produce transportation fuels that substantially reduce life-cycle greenhouse gas emissions compared to other transportation fuels The firm will, inter alia, work with the Title XVII Program: (1) to provide overarching programmatic legal services which will consist of conducting analyses; preparing basic/template transactional documentation and other documentation necessary to implement each Credit Program (including loan agreement, security documents and related term sheets, as well as investment vehicle (including funds) formation and governing documents); developing programmatic recommendations, including with respect to advising on individual transactions, privately owned and managed investment vehicles (including funds) and laws applicable to investment funds, DFO participation and the design of a program for implementing and complying with the newly enacted Davis Bacon Act requirement for all Title XVII projects; assisting in any rulemakings and drafting or commenting on portions of DOE loan guarantee solicitations; advising on all aspects of the Title XVII Program that relate to structuring, documenting, implementing and/or designing any component of the ap plicable Credit Program; representing DOE, under the direction of OCC, before other government agencies, such as the Federal Financing Bank, and export credit agencies; advising on transactions, and on a post-closing basis, to the extent programmatic issues are implicated in particular transactions; (2) to review pre-applications and applications and any legal aspects of responses by DFOs to DOE requests for information or invitations, negotiate, structure, document, review and comment on third-party opinions and give opinions on behalf of DOE as guarantor, advise on all matters of local law, local security documentation, or jurisdiction-specific legal issues such as local land use, permitting, tax and real property laws and effectuating security interests contemplated, and close loan guarantee transactions in connection with stand-alone projects under the Title XVII Program, particularly in syndicated loan transactions with private sector financial institutions participating in the FIPP component of the Rapid Deployment Program; (3) to negotiate, structure, document and close amendments, modifications and waivers to existing loans, including in restructuring, defaults, insolvencies and bankruptcy contexts, and provide legal advice to DOE in all aspects of bankruptcy proceedings under applicable Federal and local state law in consultation, as appropriate, with other U.S. Government agencies, such as the Department of Justice. The purpose of this sources sought notice is to identify small business law firms capable of performing these services. Accordingly, this sources sought notice is for the sole purpose of identifying small business law firms that meet the size standard and have provided a capability statement that fully complies with this notice's requirements. A description of the Title XVII Loan Guarantee Program can be found at: http://www.lgprogram.energy.gov/ For purposes of this notice, a small business is defined as having annual revenues of less than $7,000,000 in average annual receipts of the firm's last three fiscal years. If a firm has revenues of greater than $7,000,000, the firm need not respond to this notice. The firm must have experience representing lead lenders and guarantors in structuring, conducting due diligence, documenting (drafting) and closing complex multi-million and billion dollar transactions involving Energy or Energy-Related Projects. Experience needs to include development and financing of new facilities and retooling existing facilities. The firm must have full-service experience and expertise in the following areas: corporate law; debt financings, including construction, secured, project finance and corporate finance; equity finance; creation, regulation and operation of privately owned and managed investment vehicles (including funds) and laws applicable to investment funds; contracts; tax structuring of complex transactions; bankruptcy and debt restructuring; complex inter-creditor agreements; real estate; mortgages and lending; environmental law; intellectual property; anti-trust and trade regulation; and employment and labor law, including Davis Bacon Act and project labor management agreements. The legal services required for the overall implementation of the Credit Programs must be on a highly accelerated time schedule in view of the current credit crisis, without sacrificing the need for fiscal accountability and standardization of program terms across all transactions, and the firm must have the depth of experience in the above-listed areas in order to provide sufficient assurance that the required services and deliverables would be available when needed. The firm must have the capability to fully staff multiple transactions simultaneously, particularly with respect to stand-alone projects under the Rapid Deployment Program, including the FIPP component. The firm must have at least two (2) senior partners, each with a minimum of ten (10) years of experience at the partner level in leading the negotiation, structuring, documenting and closing of complex financial transactions, including representation of lead lenders and guarantors in multiple million and billion dollar transactions involving complex financings of Energy or Energy-Related Projects. The firm must have at least one (1) senior partner with a minimum of ten (10) years of experience at the partner level in leading multiple million dollar transactions involving the creation, regulation and operation of privately owned and managed investment vehicles (including funds). The firm must have a minimum of one (1) senior partner with at least eight (8) years of experience at the partner level as lead bankruptcy and debt restructuring counsel to lead lenders or guarantors, including in the bankruptcy proceedings of Fortune 1000 companies. The firm must have a minimum of o ne (1) senior partner or senior counsel with a minimum of eight (8) years of experience at the partner or senior counsel level, advising on complex tax issues, including structures for tax-oriented transactions, tax equity, and tax grants. The firm must have a minimum of one (1) senior partner or senior counsel with a minimum of eight (8) years of experience at the partner or senior counsel level, advising on complex real estate issues particularly in secured transactions. Interested firms would be required to submit a capability statement that includes the following information in response to this sources sought notice: - A narrative that demonstrates experience representing a minimum of three different lead lenders/guarantors in structuring, conducting due diligence, documenting (drafting) and closing multi-million and billion dollar transactions involving complex financings of Energy or Energy-Related Projects. The narrative will demonstrate experience with development and financing of new facilities and retooling existing facilities. The narrative will describe the firm's full-service experience and expertise in the areas of: corporate law; debt financings, including construction, secured, project finance and corporate finance; equity finance; creation, regulation and operation of privately owned and managed investment vehicles (including funds) and laws applicable to investment funds; contracts; tax structuring of complex transactions; bankruptcy and debt restructuring; complex inter-creditor agreements; real estate; mortgages and lending; environmental law; intellectual property; anti- trust and trade regulation; and employment and labor law, including Davis Bacon Act and project labor management agreements. - A narrative that demonstrates the depth of experience in the above-listed areas in order to provide sufficient assurance that the required services and deliverables would be available when needed. - A narrative that demonstrates the ability to fully staff multiple transactions of the type described in this notice simultaneously. - Two resumes for senior partners each with a minimum of ten (10) years of experience at the partner level in leading the negotiation, structuring, documenting and closing of complex financial transactions, including representation of lead lenders and guarantors in multiple million and billion dollar transactions involving complex financings of Energy or Energy-Related Projects. - One resume for a senior partner with a minimum of ten (10) years of experience at the partner level in leading multiple million dollar transactions involving the creation, regulation and operation of privately owned and managed investment vehicles (including funds) and laws applicable to investment funds. - One resume for a senior partner with a minimum of eight (8) years of experience at the partner level as bankruptcy and debt restructuring counsel to lead lenders or guarantors in the bankruptcy proceedings of Fortune 1000 companies. - One resume for a senior partner or senior counsel with a minimum of eight (8) years of experience at the partner or senior counsel level, advising on complex tax issues, including structures for tax-oriented transactions, tax equity, and tax grants. - One resume for a senior partner or senior counsel with a minimum of eight (8) years of experience at the partner or senior counsel level, advising on complex real estate issues particularly in secured transactions. - A statement that the firm's annual revenues are less than $7,000,000 in average annual receipts over the firm's last three fiscal years. Interested firms should submit its capability statement to: Matthew Parker at Matthew.Parker@hq.doe.gov by 2:00PM local prevailing time on January 8, 2010. Capability statements are not proposals. Submission of a capability statement will not lead to the selection or award of a contract as the purpose of this notice (and capability statements) is to only ascertain whether a small business set aside is feasible for DOE's Title XVII Legal Services requirement.
- Web Link
-
FBO.gov Permalink
(https://www.fbo.gov/spg/DOE/PAM/HQ/XXXXX-TBD/listing.html)
- Record
- SN02028081-W 20091220/091218235904-cbd5c125134fd5a37bc8d052f61c4459 (fbodaily.com)
- Source
-
FedBizOpps Link to This Notice
(may not be valid after Archive Date)
| FSG Index | This Issue's Index | Today's FBO Daily Index Page |