3.1 Application
As Outside Counsel interested in representing the FDIC, you requested
and received an application package from the Legal Division. The
application package requires various disclosures and requests
information including areas of expertise, firm composition, and
conflicts of interest.
Application procedures are set forth in the brochure entitled
Information for Prospective Outside Counsel.
The information and disclosures, some statutorily mandated, were
necessary for the Legal Division to determine whether the FDIC could
retain your services. The Legal Division considers rates, abilities,
areas of expertise, conflicts of interests, need for additional
Outside Counsel in a particular geographic area and other factors
when determining whether to negotiate an LSA with a firm. The firm
proposed a rate schedule for each office (location) of the firm that
may provide services. Included in the application package was the
FDIC standard form (LSA). Refer to
LSA Forms.
3.2 Purpose of LSA
The LSA is an agreement between you and the FDIC that contains terms
and conditions applicable to legal referrals and is incorporated in
all referral letters. The Deskbook, as it may be amended from time
to time, is expressly incorporated in the LSA and the referral
letter. FDIC’s execution of an LSA with your firm is not a guarantee
that you will receive legal referrals from the FDIC.
Outside Counsel is hereby notified that the FDIC does not view the
standard form Legal Services Agreement as confidential under the
Freedom of Information Act (FOIA) Exemption 4 and generally treats
outside counsel's standard rates charged to the FDIC as public
information and releasable pursuant to the FOIA.
3.3 LSA Duration
The FDIC will execute only one LSA with your firm for the duration
of the LSA. Refer to LSA Forms.
Your LSA is effective on the date specified in
the LSA. If no effective date is indicated, it is effective as of
the date signed by the FDIC. The term of your LSA is two years from
the effective date unless the Legal Division elects to terminate or
extend it prior to its expiration. FDIC reserves the right to
terminate your LSA without cause or advance notice. Absent
compelling reasons no increase in the rate schedule attached to the
LSA will be permitted during its term.
If at the end of the term you are working on a legal referral and do
not renew your LSA, your LSA will continue for the sole purpose of
completing existing work under the same terms and conditions
provided your LSA expressly permits continuation. If your LSA has
the continuation provision, your LSA will continue until the
earliest of:
-
All work on
outstanding legal referrals is complete;
-
A new LSA is
executed; or
-
FDIC exercises
its right to terminate your LSA.
Continuation of your LSA is not the same as renewal of your LSA.
Continuation does not permit you to receive any new referrals.
3.4 LSA Renewal
When your LSA is within 90 days of expiration, you should contact
the Legal Division office or section that oversees your LSA if you
wish to renew your LSA. This is usually the FDIC office or section
that entered into the LSA with your firm. LSA renewal is necessary
to receive new referrals and to request new hourly rates. The FDIC
has a limited need for Outside Counsel and does not guarantee that
it will agree to the renewal.
3.5 LSA Amendment
An amendment to your LSA may be necessary when there has been a change
in the information you submitted in your application package.
Refer to the LSA Forms.
It is your responsibility to inform the FDIC of
all new or changed information concerning your firm. If your LSA
information is not current, you may not be able to perform legal
services for the FDIC. This information includes, but is not limited
to:
-
Structural
changes in your firm; and
-
Adding or
removing billable individuals.
In
addition, payment of your invoices may be delayed if information is
not up-to-date. If you are unsure whether or not you need to amend
your LSA, contact the Legal Division office or section that oversees
your LSA immediately.
Structural Changes
You may need to amend your LSA when a structural change occurs in
your firm. Structural changes may impact your relationship with the
FDIC in areas such as conflicts of interest or malpractice insurance
coverage. In addition, these changes may also impact the FDIC’s
invoice payment process. Examples of law firm structural changes
include:
- Firm dissolution;
- Merger or other ownership changes;
- Change from a partnership to a professional corporation;
- Law firm name change; or
- Change of address or addition of a new branch office.
After reviewing information that you submit concerning any
structural change, the FDIC office or section that oversees your LSA
will determine what action is appropriate.
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NOTE: If your firm has multiple offices, identify the branch office(s) in which the
structural change occurred by entering
the city and state in which the office is located on the LSA
Amendment form. |
New Federal Tax Identification Number (TIN)
A new federal TIN requires, at a minimum, an amendment to your LSA.
You should submit an LSA Amendment form. If the FDIC determines that a new LSA is
necessary, the FDIC may permit you to continue handling existing
assignments and may place your firm in “Restricted” status until you
have entered into a new LSA. In this situation, you will not be
eligible to receive new referrals until the FDIC executes a new LSA.
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NOTE: Structural changes that result in a new TIN usually require
a new application and the execution of a new LSA. A new
TIN also changes information used for payment of your invoices
by electronic funds transfer (EFT) and will require the
execution of new EFT forms. See the
EFT guidelines. |
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WARNING: If after the FDIC requires your firm to enter into a new LSA
and you do not do so within 90 days from the date the FDIC
receives notification of the new TIN, the Legal Division may
transfer all matters you are currently handling from your
firm. |
Adding and Removing Billable Individuals
You must inform the FDIC in writing when you are adding or removing
billable individuals to a rate schedule attached to your LSA.
Complete the LSA Amendment form when any attorney, paraprofessional,
or other billable individual is added or removed.
NOTE:
If an attorney who is primarily responsible for any legal
matter is to be removed from the list of billable individuals,
you should provide the following additional information to the
appropriate Oversight Attorney(s):
-
Each case matter number for which the attorney is responsible;
and
-
New proposed law firm contact attorney for each matter.
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3.6 Completion of LSA Amendment Form
1. When completing an LSA Amendment form:
a. Complete a separate form for each branch office of a multiple-office
firm. Enter the federal tax identification number, law firm name,
and branch office location.
b. Make changes, as appropriate, to the law firm name, address,
telephone number, fax number, e-mail address, and contact attorney.
c. For each billable individual, listed alphabetically, type A to add
or D to delete and provide the following information:
- State License;
- Position; and
- Years in Practice.
d. Type M for male or F for female in the gender field.
e. Type the standard rate, percent discount, and proposed FDIC rate.
f. Sign and date the completed LSA Amendment form.
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NOTE:
You may attach continuation sheets if necessary to document
changes to the LSA. |
2. Mail the original form to the FDIC office or section that oversees your LSA.
3. Mail a copy of the original form to the Legal Division:
Federal Deposit Insurance Corporation
Attn: Legal Services Group
3501 Fairfax Dr., Room E-6066
Arlington, VA 22226
4. The FDIC will notify you if your request to amend your LSA is
approved. You will receive a copy of the fully-executed LSA
Amendment form in the mail. You may not bill the FDIC for the
services of billable individuals who have not been included on the
FDIC-approved rate schedule.
5. After approval of the changes, the updated information will be
entered into the FDIC's computer system. This will allow you to
begin billing and will allow payment to your firm on future work.
NOTE:
When you request an amendment to your LSA, the Legal Division may elect to:
- Amend the existing LSA;
- Require you to enter into a new LSA; or
- Take other actions to protect the interests of the FDIC.
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