Sources Sought Notice - Programmatic Legal Support Services

BACKGROUNDSections 9902 and 9906 of the William M. (Mac) Thornberry National Defense Authorization Act for Fiscal Year 2021 authorized semiconductor manufacturing and R&D activities (collectively called “the CHIPS program” in this document.  The CHIPS Act of 2022 enhanced the CHIPS program with new authorities and appropriated $50 billion to the Department to implement it.  Section 9902 of the 2021 NDAA authorizes the U.S. Department of Commerce (the Department) to provide funding to eligible applicants to incentivize investment in facilities and equipment in the United States for the fabrication, assembly, testing, advanced packaging, production, or research and development of semiconductors, materials used to manufacture semiconductors, or semiconductor manufacturing equipment.  The Department may provide funding in various forms, including grants, cooperative agreements, loans, and loan guarantees.  The CHIPS Act of 2022 appropriates $39 billion for these purposes.  With these

funds, the Department will establish an incentives program to support the expansion of manufacturing capacity for mature nodes and to attract large-scale investments in advanced technologies such as leading-edge logic and memory.NIST, on behalf of the Office of the General Counsel of the U.S. Department of Commerce (the Office of the General Counsel or OGC), is seeking information from sources that may be capable of providing programmatic legal support services to advise and assist OGC on the legal aspects of the financial assistance program to be established under Section 9902.  The legal services expected to be required include a wide variety of legal support, such as written and oral legal advice on various aspects of the Section 9902 program; preparation of complex templates and transaction-specific legal documents, including commitment letters, credit agreements, investment fund documents, collateral security and collateral agency agreements, intercreditor agreements; legal opinions and other closing documents.  Frequently, turnaround times for legal advice and support are anticipated to be highly accelerated.Based on the legal issues that have been implicated in other federal finance programs and the specific requirements of Section 9902, the contractor will need to have significant, current and extensive expertise and capability in a wide range of legal disciplines including, but not limited to, corporate law, project finance and syndicated debt financing law, private commercial contracts, taxation, maritime law, bankruptcy and restructuring, federal labor law, secured transactions, inter-creditor arrangements, real estate law, regulatory law, environmental law, intellectual property law, the Davis-Bacon Act, and the Cargo Preference Act.  In addition, advice provided to OGC is expected to regularly require the balancing of conflicting and overlapping legal analyses arising from the relevant legal and factual considerations and goals in a sophisticated fashion that considers both legal risks and pragmatic transaction objectives.  For these reasons, and in order to maintain adequate and uniform quality control over all work products, as well as unified and centralized accountability for work quality, all necessary legal services must be provided by a single firm possessing that possesses the staff, expertise and experience to assure timely and expert delivery of legal advice and assistance in a holistic and integrated fashion.  The contractor will also be expected to maintain operating procedures, screening measures, and/or physical security measures to appropriately protect the information received during the performance of the contract from any inadvertent release or disclosure to any unauthorized third parties.HOW TO RESPOND TO THIS NOTICEIn responding to this notice, please DO NOT PROVIDE PROPRIETARY INFORMATION. Please include only the following information, readable in either Microsoft Word 365, Microsoft Excel 365, or .pdf format, in the response:  Submit the response by email to the Primary Point of Contact and, if specified, to the Secondary Point of Contact specialist listed at the bottom of this notice as soon as possible, and preferably before the closing date and time of this notice.Provide the complete name of your company, address, name of contact for follow-up questions, their email, their phone number and, if your company has an active registration in https://sam.gov, your company’s Unique Entity ID (UEI).  Identify any aspects of the description of the requirements in the BACKGROUND section above that could be viewed as unduly restrictive or create unnecessary barriers that adversely affect your firm’s ability to fully participate in a procurement for such legal services and explain why.  Please offer suggestions for how the requirements could be organized or structured to encourage the participation of small businesses.For NAICS code 541110:Indicate whether your company is (a) a small business or (b) other than small business.  See the Table of Small Business Size Standards and the associated .pdf download file for small business size standards and additional information.If you believe the NAICS code listed in this notice is not the best NAICS code for the type of product addressed in this notice, identify an alternative NAICS code that you believe would be more appropriate for the planned procurement. If your firm has existing Federal Supply Schedule contract(s) or other contracts for legal services against which the Department may be able place orders, identify the contract number(s) and other relevant information.Describe your firm’s experience (as a prime, subcontractor, or consultant) advising U.S. government agencies or multilateral development finance organizations on the design and implementation of finance programs that involved providing the legal services described in Background section.Provide any other information that you believe would be valuable for OGC to know as part of its market research for this requirement.Please let us know if you would like to engage to get a better understanding of the requirement or need additional information about the government’s requirement for the legal support services described in the Background section. Important Note: Among many other provisions and clauses, Federal Acquisition Regulation (FAR) provision 52.204-7, System for Award Management, and FAR clause 52.204-13, System for Award Management Maintenance will be included in the solicitation and FAR clause 52.204-13 will be included (among many other clauses) in the resultant contract.  Therefore, a source that wishes to submit a proposal after a solicitation is eventually released will be required to have an active registration in https://www.sam.gov when submitting an offer; if that source receives the resultant award, they shall continue to be registered in until time of award, during performance, and through final payment of the contract resulting from the solicitation.  Processing time should be taken into consideration when registering.  Firms that are not currently registered in SAM should consider applying for registration immediately upon receipt of the solicitation.  See https://www.sam.gov for information on registration.QUESTIONS REGARDING THIS NOTICEQuestions regarding this notice may be submitted via email to the Primary Point of Contact and the Secondary Point of Contact listed in this notice.  Questions should be submitted so that they are received by 11:00 a.m. Eastern Time on Monday, Oct. 31, 2022. IMPORTANT NOTESThe information received in response to this notice will be reviewed and considered so that NIST may appropriately solicit for its requirements in the near future. This notice should not be construed as a commitment by NIST to issue a solicitation or ultimately award a contract. NIST anticipates issuing a solicitation for this requirement as soon as possible after completion of market research with an anticipated award date in early calendar year 2023.Responses will not be considered as proposals or quotations.No award will be made as a result of this notice.  NIST is not responsible for any costs incurred by the respondents to this notice.NIST reserves the right to use information provided by respondents for any purpose deemed necessary and appropriate.Thank you for taking the time to respond to this request!