To:
This Legal Services Agreement between your firm and the Legal Division of the Federal Deposit Insurance Corporation, in all capacities, governs all legal services rendered to the FDIC. This is not an engagement for legal services. Specific engagements are made only by appropriate supervising attorneys of the Legal Division pursuant to this agreement, and may be accompanied by supplemental requests or instructions.
Our relationship also will be governed by and subject to the policies, requirements, practices, and procedures set forth in the FDIC's "Guide for Outside Counsel" (the "Guide") previously provided to you and incorporated herein by reference, as from time to time amended. You represent, warrant, and covenant that (i) your firm has no conflict with the interests of the FDIC or the former Resolution Trust Corporation that has not been disclosed in writing to the FDIC; (ii) you will advise us immediately of all conflicts that develop in the future; (iii) each of the attorneys and paraprofessionals in your firm who provides services to the FDIC has reviewed, understands, and agrees to act strictly in compliance with all provisions, requirements, and policies (including statutory and regulatory provisions) identified in the Guide; (iv) all information submitted in connection with your registration with the Legal Division is and remains accurate and complete, and (v) that you will advise us promptly in writing of all changes affecting such submission.
Your firm agrees to provide legal services in accordance with the fee or hourly rate structure (for each attorney and paraprofessional assigned to work on FDIC matters) set forth on the attached schedule(s), which may be amended only by written consent of the Legal Division. We agree to process for payment all undisputed invoices submitted by the firm in proper order promptly upon receipt.
This agreement shall remain in effect for two years from the effective date set forth below subject, however, to earlier termination by the Legal Division without cause or advance notice. Upon termination, you agree to forward upon demand of the Legal Division all files and documents concerning all FDIC engagements, including all work product of your firm.
All notices to you pursuant to this agreement shall be sent to the address indicated above,
and all notices to the Legal Division shall be sent to:
Legal Division
Federal Deposit Insurance Corporation
Attention: Outside Counsel Liaison Group
550 17th Street, N.W.
Room H-10015
Washington, D.C. 20429-9990.
Accepted and agreed:
Type firm name
Federal tax ID number of firm
Authorized signature
Type name office and date
Authorized Legal Division signature
Type name and office
Effective date
Appendix C
Special Issues List
The Special Issues List, which is provided for illustrative purposes, includes without limitation:
Actions involving the Federal Deposit Insurance Corporation and another state or federal financial institution regulator or federal agency.
Agency status of FDIC or Resolution Trust Corporation ("RTC").
Agricultural and Small Business Administration loans.
Bankruptcy proceedings involving a special issue from this list.
Bridge banks.
Bulk sales.
Challenges to FDIC conservator powers.
Challenges to FDIC corporate powers.
Challenges to or novel applications of the claims procedure.
Challenges to the use of Federal Deposit Insurance Act ("FDI Act") powers regarding former Federal Savings and Loan Insurance Corporation ("FSLIC") assets, liabilities, or receiverships.
Conflicts between insolvent institutions.
Constitutional challenges to actions taken by FDIC officials.
Constitutionality of statutes affecting the FDIC or RTC.
Crime Control Act of 1990 ("CCA").
D'Oench Duhme, and 12 U.S.C. 1823(e).
Employee benefit litigation.
Environmental Issues including, but not limited to: applicability of the Comprehensive Environmental Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act; and the National Environmental Policy Act.
Estoppel.
Executory contracts and leases.
Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA").
Federal Home Loan Bank Board/FSLIC; especially challenges to powers.
Federal Trade Commission Act.
Financial Institutions Reform, Recovery, and Enforcement Act of 1989 ("FlRREA"); especially retroactivity of provisions.
Freedom of Information Act.
FSLIC Resolution Fund.
Guaranteed loans.
Historic preservation.
Holder in due course doctrine.
Indemnification of employees, officers or directors of failed institutions.
Jurisdiction, removal, or venue.
Least-Cost test; 12 U.S.C. 1823(c) (4).
Lender liability.
Letters of Credit.
Loan participations.
Mutual to stock conversions.
National depositor preference.
National impact: issues that may have national impact.
Policy statements: any case interpreting or challenging FDIC or RTC policy statements.
Privacy Act.
Pro-rata.
Prudential mootness.
Publicity: any case likely to generate publicity.
Punitive damages.
Purchase and Assumption documentation.
Qualified Financial Contracts; including derivatives, repurchase agreements, and swaps.
Racketeer Influenced and Corrupt Organizations Act.
Removal of state court appeals.
Repos/swaps.
Repudiation of contracts where measure of damages, notice, timing or reasonableness may be at issue.
Retroactivity involving FlRREA, CCA or FDICIA.
Section 1821 (j) of the FDI Act.
Section 1825(b) of the FDI Act.
Securities acts: Securities Act of 1933 and Securities Exchange Act of 1934.
Senior Executives: Lawsuits involving agency executives whether as named parties, deponents or witnesses.
Subsidiaries of failed insured depository institutions.
Tax matters.
Termination of pension plans.
Termination of receiverships.
Tort claims that may implicate the Federal Tort Claims Act.
Trust departments.
Appendix D
Statutory Compliance List
The Federal Deposit Insurance Corporation must require those who supply services to it to comply with certain provisions of Federal law, and as a matter of policy, requires compliance with additional provisions. Consequently, the Legal Division requires all of its outside counsel to be familiar with and to comply with the following statutes and orders, together with orders, regulations, policies, procedures and directives promulgated pursuant thereto:
Act of October 23, 1989, (Byrd Amendment)
31 U.S.C. 1352,
amended by Pub. L. No. 104-65 (1995)
Regulates Contributions to Influence
Federal Contracting and Financial Transactions
Anti-Kickback Act of 1986
41 U.S.C. 51-58
Prohibits Federal Contractor Kickbacks
Assignment of Claims Act of 1940
41 U.S.C. 15; 31 U.S.C. 3727
Restricts Assignment of Federal Contracts
Drug-Free Workplace Act of 1988
41 U.S.C. 701-707
Requires Drug-Free Workplace
Executive Order 11,246
3 C.F.R. 339 (1964-1965),
reprinted in 42 U.S.C.A. 2000e note (1981)
Nondiscrimination and Affirmative Action
for Women and Minorities
Executive Order 12,138,
44 Fed. Reg. 29,637 (1979)
Women's Business Enterprises
Federal Property and
Administrative Services Act of 1949
41 U.S.C. 254(a), (c)
Payment of Contingency Fees in
Federal Contract Solicitation; Record Retention
and General Accounting Office Audit
Financial Institutions Reform, Recovery,
and Enforcement Act of 1989
12 U.S.C. 1833e(c)
Minority Outreach Program
Interests of Members of Congress
41 U.S.C. 22
Prohibits Participation by Members of Congress
in Government Contracts
Internal Revenue Code
26 U.S.C. 6041, 6041A, 6050M
Taxpayer Identification Number
International Air Transportation
Competition Act of 1979
49 U.S.C. 1517
Regulates Use of Federal Funds
for Air Transportation
Rehabilitation Act of 1973
29 U.S.C. 701-796i
Affirmative Action for Disabled Workers
Vietnam Era Veterans'
Readjustment Assistance Act of 1974
38 U.S.C. 4211-4214
Affirmative Action for Veterans
Appendix E
Form of Invoice (Form not
reproduced)
Appendix F
Required Bill Format
For Fees
Description Name or
Date of of Initials of Approved Time Amount
Service Service Attorney Rate Charged (rate x time)
For Disbursements
Date Description of Disbursement Amount
Required Bill Certification
We certify that all charges for legal services and disbursements reflected on this bill are strictly in accordance with our Legal Services Agreement with the Legal Division and the Division's "Guide for Outside Counsel", which we have received and read. Approval by the responsible Division attorney has been obtained for all charges requiring such approval. In the event the FDIC disputes any bill that has
been paid, we waive all rights to retain the disputed amount and expressly agree to
refund such amount promptly on request of the FDIC pending resolution of the dispute.
We acknowledge that this submission is subject to Section 3729 of Title 31 of the
United States Code.
Telephone Inquiries
For applications to List of Counsel Available,
Minority and Women Outreach Program,
Conflicts of Interest, and Billing:
800 846-1901
800 766-9863 (TDD)
For calling from the Washington, DC area:
202 736-0050
Written Inquiries
FDIC Legal Division
Outside Counsel Section
550 17th Street, NW
Room H-10015
Washington, D.C. 20429-9990
Legal Research Bank
FDIC Legal Division
Legal Research Bank
550 17th Street, NW
Room H-11088
Washington, D.C. 20429-9990
202 736-0246
Minority and Women Outreach Program
FDIC Office of Equal Opportunity
Legal Programs Branch
801 17th Street, NW
Room 1210
Washington, DC 20434-0001
202 416-4322
