--Notice of Intent

U.S. Department of Energy Office of Headquarters Procurement Services JUSTIFICATION FOR OTHER THAN FULL AND OPEN COMPETITION The Office of Headquarters Procurement Services of the Department of Energy (DOE) plans to contract by means other than full and open competition. This is a sole source acquisition without full and open competition. The circumstances permitting other than full and open competition are prescribed in FAR 6.302-1, One Responsible Source, under the authority of the Competition in Contracting Act, 41 U.S.C. ? 3304(a)(1). This contract will provide a continuation of critical legal services for the Loan Programs Office (LPO) to advise LPO in connection with the Stephentown Spindle, LLC (Spindle) loan agreement in order to protect the Government?s investment of approximately $25 million in this domestic flywheel-based frequency regulation plant in order to minimize any loss and proactively take prudent and orderly steps to protect its investment in a cost-efficient manner. Specifically, the services and expertise of legal advisor, Nixon Peabody LLP, are necessary to participate in negotiating, structuring, documenting, and closing any amendments, modifications and waivers to the existing loan, including in restructuring, defaults, insolvencies, and bankruptcy contexts, and providing related advice and representation in such contexts. The estimated term of this contract is not to exceed 18 months at a total ceiling price of $450,000. Nixon Peabody LLP is the incumbent contractor that represent ed DOE in the negotiation of the original loan guarantee agreement, as well as the Spindle loan agreement which resulted from the restructuring in the bankruptcy of the original borrower, Stephentown Regulation Services, LLC (?SRS?). Nixon Peabody LLP possesses the necessary skills, staffing and expertise to assist LPO with no loss of time and added expense that would occur if a new firm were brought on to provide the services. Nixon Peabody LLP is uniquely situated to provide these professional legal services to the LPO because it has previously provided transactional legal services to LPO for the original loan guarantee, as well as the promissory note (the Note) transaction with the Spindle project; and is therefore most proficient with the workings and particulars of the transaction documentation. No other law firm would currently be capable of providing the services sought by the LPO at the necessary level of expertise, including detailed knowledge of existing contrac tual arrangements. The timing of this acquisition is such that award of this contract based on full and open competition is precluded because there is an immediate need for these specialized professional legal services, and only Nixon Peabody LLP, the incumbent contractor, has the capability to provide the services at the necessary level of expertise. The inherent delay in conducting a full and open competition for the specialized professional legal services could put at risk the Government?s ability to protect its interests, which are approximately $25 million. Because Nixon Peabody LLP is uniquely qualified to provide these services, a full and open competition would not be in the government?s best interests.