Form 5200/01 Representations and Certifications for Legal Contractors

OMB Number: 3064-0122
Expiration Date: 03/31/2026

Federal Deposit Insurance Corporation

REPRESENTATIONS AND CERTIFICATIONS
FOR LEGAL CONTRACTORS

PAPERWORK REDUCTION ACT NOTICE
Public reporting burden for this collection of information is estimated to average 75 minutes per response, including the time for
reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the
collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including
suggestions for reducing this burden to the Public Reporting Act Clearance Officer, Legal Division, Room 3082, Federal Deposit
Insurance Corporation, 550 17th Street, N.W., Washington, DC 20429; and the Office of Management and Budget, Paperwork
Reduction Project (3064-0122), Washington, D.C. 20503. An agency may not conducted or sponsor, and a person is not required to
respond to, a collection of information unless it displays a currently valid OMB control number.

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FDIC 5200/01 (4-23)

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OMB Number: 3064-0122
Expiration Date: 03/31/2026

Federal Deposit Insurance Corporation

REPRESENTATIONS AND CERTIFICATIONS
FOR LEGAL CONTRACTORS
INSTRUCTIONS: Select one box for each of the following questions. If your response is “Yes” to any of the questions listed below,
provide a detailed explanation including dates, names, and the locations of the event(s) in question in the space provided or on a
separate sheet and attach to this form.
Note: The information and certifications required on this form will be used in determining the fitness and integrity of the law firm or
sole practitioner (“Contractor”) for entering into a Legal Services Agreement with the FDIC Legal Division, as provided in the
Contractor Conflicts of Interest Regulations at 12 C.F.R. Part 366. Refer to the enclosed copy of those regulations for policies and
procedures to be followed by both Contractors and the FDIC Legal Division. The FDIC Legal Division retains the right, in its sole
discretion, to qualify or disqualify a Contractor.
SECTION I - DISQUALIFYING CONDITIONS
To the best of the Contractor's knowledge:

Yes

No

1. Has the Contractor ever been convicted of a felony? If Yes, provide the offense, law enforcement authority
and/or court, city and state, and disposition of charges.
Provide Detailed Explanation

2. Has the Contractor ever been removed from or prohibited from participating in the affairs of any insured
depository institution pursuant to any final enforcement action by the Office of the Comptroller of the
Currency, the Office of Thrift Supervision, the Board of Governors of the Federal Reserve System, or the
FDIC or their successor(s)?
Provide Detailed Explanation

3. Has the Contractor ever demonstrated a pattern or practice of defalcation regarding obligations?
(See Page 5)
Provide Detailed Explanation

4. Has the Contractor ever caused a substantial loss to Federal deposit insurance funds? (See Page 5)
Provide Detailed Explanation

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Expiration Date: 03/31/2026

SECTION II - CONFLICTS OF INTEREST
The FDIC will not execute or renew Legal Services Agreements with Contractors that have conflicts of interest or permit Contractors to
continue performance under existing Legal Services Agreements, unless such conflicts are eliminated by the Contractor or are waived
by the FDIC Outside Counsel Conflicts Committee or other appropriate FDIC official.
In addition to the following certifications, Contractors seeking to perform services for the FDIC Legal Division must provide extensive
disclosures regarding actual or potential conflicts of interest and matters that may present the appearance of a conflict. Please refer to
the Conflicts and Ethics section of this application package for further instructions on required disclosures.
To the best of the Contractor's knowledge:

Yes

No

Yes

No

5. Does the Contractor; any management official or affiliated business entity of the Contractor; or any
employee, agent, or subcontractor of the Contractor who will perform services as a time charger under the
Legal Services Agreement have one or more personal, business, or financial interests or relationship which
would cause a reasonable individual with knowledge of the relevant facts to question the integrity or
impartiality of those who are or will be acting under the Legal Services Agreement?
Provide Detailed Explanation

6. Is the Contractor; any management official or affiliated business entity of the Contractor; or any employee,
agent, or subcontractor of the Contractor who will perform services as a time charger under the Legal
Services Agreement an adverse party to the FDIC, RTC, FSLIC, or their successors in a lawsuit?
Provide Detailed Explanation

7. Has the Contractor; any management official or affiliated business entity of the Contractor; or any
employee, agent, or subcontractor of the Contractor who will perform services as a time charger under the
Legal Services Agreement ever been suspended from contracting with a Federal entity or ever had a
contract or Legal Services Agreement with the FDIC, RTC, FSLIC or their successors rescinded or
terminated prior to completion which involved issues of conflicts of interest or ethical responsibilities?
Provide Detailed Explanation

SECTION III - DEFAULTS

8. Has the Contractor or any company under the Contractor’s control defaulted on a material obligation to any
insured depository institution during the ten (10) years preceding the submission of this application? If yes,
attach a description of all such instances. (See Page 5)
Provide Detailed Explanation

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SECTION IV - EMPLOYEES AND SUBCONTRACTORS
Yes

No

Yes

No

9. Does the Contractor agree that it will not allow any employee, agent, or subcontractor to perform services
as a time charger under the proposed Legal Services Agreement unless the Contractor first verifies with
each such employee, agent, or subcontractor that, to the best of such person’s knowledge, such person:
(a) is not disqualified from performing services under the Legal Services Agreement because of the
existence of any of the conditions identified in Section I; (b) has no conflicts of interest as identified in
Section II, unless a request by the Contractor for a waiver or proposal for the elimination of the conflict has
been made; and (c) has not, during the ten (10) years preceding the submission of this application,
defaulted on a material obligation to any insured depository institution? (See Page 5)
Provide Detailed Explanation

SECTION V - ADDITIONAL QUESTIONS AND CERTIFICATIONS

10. Has Contractor registered in the System for Award Management (SAM) at www.sam.gov, and provided all
correct information in SAM, including its socioeconomic-economic status.
A Contractor that marks “No” must answer “Yes” to the next question.
11. Is Contractor in the process of registering in the System for Award Management (SAM) at www.sam.gov,
and entering all correct information in SAM, including its socioeconomic-economic status. (Not applicable if
you answered “Yes” to Question 10.)
The socioeconomic-economic groups in SAM are as follows:
a.

Women-Owned Business

b. Minority-Owned Business Business
For Minority-Owned Businesses, the ethnic/racial categories are as follows: Asian-Pacific American Owned; Subcontinent Asian
(Asian-Indian) American Owned; Black American Owned; Hispanic American Owned; Native American Owned; or Other than one of
the preceding.
12. Covered Telecommunications Equipment or Services-Representation
a.

Definitions. As used in this provision, “covered telecommunications equipment or services” and “reasonable inquiry” have

b.

Procedures. The Contractor shall review the list of excluded parties in the System for Award Management (SAM) (https://

the meaning provided in Section 1703 of the John S. McCain National Defense Authorization Act For Fiscal Year 2019.
www.sam.gov) for entities excluded from receiving federal awards for “covered telecommunications equipment or
services”.
c.

Representation:
(1) The Contractor represents that it

does,

does not provide covered telecommunications equipment or services

as a part of its offered products or services to the FDIC in the performance of any contract, subcontract, or other
contractual instrument.
(2)

After conducting a reasonable inquiry for purposes of this representation, the Contractor represents that it

does

does not use covered telecommunications equipment or services, or any equipment, system, or service that uses
covered telecommunications equipment or services.

13. Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment
The Contractor should not complete either representation at (d)(1) or (d)(2) below if the Contractor has answered “does not” in
sections (c)(1) and (c)(2) of Question 12 above.

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a.

Definitions. As used in this provision “Backhaul”, “covered telecommunications equipment or services”, “critical technology”, “interconnection arrangements”,
“reasonable inquiry”, “roaming” and “substantial or essential component” have the meanings or explanations provided at
the following FDIC webpage: https://www.fdic.gov/formsdocuments/pgi.pdf at subsection 7.1.2-2.

b.

Prohibition.
(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act For Fiscal Year 2019 (Pub. L.
115-232) prohibits the head of an executive agency from procuring or obtaining, or extending or renewing a contract
to procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services
as a substantial or essential component of any system, or as critical technology as part of any system. Nothing in the
prohibition shall be construed to (A)

Prohibit the Chairman of FDIC or designee from procuring with an entity to provide a service that connects to
the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

(B)

Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility
into any user data or packets that such equipment transmits or otherwise handles.

(2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act For Fiscal Year 2019 (Pub. L.
115-232) prohibits the head of an executive agency from entering into a contract or extending or renewing a contract
with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or
services as a substantial or essential component of any system, or as critical technology as part of any system. This
prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use
is in performance of work under a Federal contract. Nothing in the prohibition shall be construed to (A) Prohibit the Chairman of FDIC or designee from procuring with an entity to provide a service that connects to
the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or
(B) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility
into any user data or packets that such equipment transmits or otherwise handles.
c.

Procedures. The Contractor shall review the list of excluded parties in the System for Award Management (SAM) (https://
www.sam.gov) for entities excluded from receiving federal awards for “covered telecommunications equipment or
services.”

d.

Representation.
(1) The Contractor represents that it

will,

will not provide covered telecommunications equipment or services to

the FDIC in the performance of any contract, subcontract or other contractual instrument. The Contractor shall
provide the additional disclosure information required at paragraph (e)(1) of this section if the Contractor responds
"will" in this subsection (d)(1); and
(2) After conducting a reasonable inquiry, for purposes of this representation, the Contractor represents that - It
does,

does not use covered telecommunications equipment or services, or use any equipment, system, or

service that uses covered telecommunications equipment or services. The Contractor shall provide the additional
disclosure information required at paragraph (e)(2) below if the Contractor responds "does" in this subsection (d)(2).
e.

Disclosures.
(1) If the Contractor has responded "will" in the representation in paragraph (d)(1) of this provision, the Contractor shall
immediately provide the following information to the Oversight Attorney of the legal matter and to the FDIC Legal
Services & Special Contracts Group at [email protected]:

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(A)

For covered equipment (i)

The entity that produced the covered telecommunications equipment (include entity name, unique entity
identifier, CAGE code, and whether the entity was the original equipment manufacturer (OEM) or a
distributor, if known);

(ii)

A description of all covered telecommunications equipment offered (include brand; model number, such as
OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and

(iii) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to
determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision.
(B)

For covered services (i)

If the service is related to item maintenance: A description of all covered telecommunications services
offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer
part number, or wholesaler number; and item description, as applicable); or

(ii)

If not associated with maintenance, the Product Service Code (PSC) of the service being provided and
explanation of the proposed use of covered telecommunications services and any factors relevant to
determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision.

(2) If the Contractor has responded "does" in the representation in paragraph (d)(2) of this provision, the Contractor
shall immediately provide the following information to the Oversight Attorney of the legal matter matter and to the
Legal Services & Special Contracts Group at [email protected]:
(A)

For covered equipment (i)

The entity that produced the covered telecommunications equipment (include entity name, unique entity
identifier, CAGE code, and whether the entity was the OEM or a distributor, if known);

(ii)

A description of all covered telecommunications equipment offered (include brand; model number, such as
OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and

(iii) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to
determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision.
(B)

For covered services (i)

If the service is related to item maintenance: A description of all covered telecommunications services
offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer
part number, or wholesaler number; and item description, as applicable); or

(ii)

If not associated with maintenance, an explanation of the proposed use of covered telecommunications
services and any factor relevant to determining if such use would be permissible under the prohibition in
paragraph (b)(2) of this provision.

14. Certification Regarding Whistleblower Rights and Remedies (applicable to contracts over $250,000)
The Contractor certifies to the following:
a.

It is committed to protecting whistleblower rights and remedies under 41 U.S.C. § 4712.

b.

It has informed and will continue to inform, or will inform during the course of this contract, its employees and any
subcontractor and its employees, in writing, in the predominant language of the workforce, of employee whistleblower
rights and protections under 41 U.S.C. § 4712. The Contractor's response incorporates Section 1.13 of the Outside
Counsel Deskbook or Section 1.12 the Legal Support Services Deskbook, whichever one is applicable.

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SECTION VI - FINAL CERTIFICATION
I represent and warrant that I have the authority to execute these certifications on behalf of the Contractor below. I further represent
and warrant that the above responses are true and correct and that all attached information is true and correct.
NOTICE: Pursuant to 18 U.S.C. § 1001, whoever knowingly and willingly falsifies a material fact, makes a false statement, or utilizes a
false writing in connection with this application is subject to criminal sanctions under Title 18 of the United States Code.
15. Name

16. Title

17. Name of Firm or Sole Practicioner

18. Signature

FDIC 5200/01 (4-23)

19. Date

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DEFINITIONS FOR FORM FDIC 5200/01, REPRESENTATIONS AND
CERTIFICATIONS FOR LEGAL CONTRACTS

Terms used are defined in 12 C.F.R. § 366.2 as follows:
QUESTION 3. Pattern or practice of defalcation regarding obligations means two or more instances in which: (1) a loan or advance
from an insured depository institution is in default for ninety (90) or more days as to payment of principal, interest, or a combination
thereof and there remains a legal obligation to pay an amount in excess of $50,000; or (2) a loan or advance from an insured
depository institution where there has been a failure to comply with the terms to such an extent that the collateral securing the loan or
advance was foreclosed upon, resulting in a loss in excess of $50,000 to the insured depository institution.
QUESTION 4. Substantial loss to Federal deposit insurance funds means: (1) a loan or advance from an insured depository institution,
which is currently owed to the FDIC, RTC, FSLIC or their successors, or the Bank Insurance Fund (BIF), the Savings Association
Insurance Fund (SAIF), the FSLIC Resolution Fund (FRF), or funds maintained by the RTC for the benefit of insured depositors, that is
or has ever been delinquent for ninety (90) or more days as to payment of principal, interest, or a combination thereof and on which
there remains a legal obligation to pay an amount in excess of $50,000; (2) an obligation to pay an outstanding, unsatisfied, final
judgment in excess of $50,000 in favor of the FDIC, RTC, FSLIC, or their successors, or the BIF, the SAIF, the FRF, or the funds
maintained by the RTC for the benefit of insured depositors; or (3) a loan or advance from an insured depository institution which is
currently owed to the FDIC, RTC, FSLIC, or their successors, or the BIF, the SAIF, the FRF, or the funds maintained by the RTC for
the benefit of insured depositors, where there has been failure to comply with the terms to such an extent that the collateral securing
the loan or advance was foreclosed upon, resulting in a loss in excess of $50,000.
QUESTIONS 8 & 9. Default on a material obligation means a loan or advance from an insured depository institution which has never
been delinquent for 90 or more days as to payment of principal or accrued interest, or a combination thereof, with a remaining balance
of principal and accrued interest on the ninetieth day, or any time thereafter, in an amount in excess of $50,000.

FDIC 5200/01 (4-23)

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