DC SIGNED_SF 30. Amendment 0001 for BPA Solicitation 693JF723R000007.Posted to SAM.gov on Sept 7 2023.pdf

(x)

693JF723R000007

x x copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted ; or (c) By separate letter or electronic communication which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE

RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR

OFFER. If by virtue of this amendment you desire to change an offer already submitted , such change may be made by letter or electronic communication, provided each letter or electronic communication makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

x

WASHINGTON DC 20590-0001

693JF7

MAIL STOP W-28-201

1200 NEW JERSEY AVENUE SE

OFFICE OF ACQUISITION MAR-380

US DOT MARITIME ADMINISTRATION

03/02/2023

13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

12. ACCOUNTING AND APPROPRIATION DATA (If required) is not extended.is extended, Items 8 and 15, and returning

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended , by one of the following methods: (a) By completing

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

FACILITY CODE CODE

10B. DATED (SEE ITEM 13)

10A. MODIFICATION OF CONTRACT/ORDER NO.

9B. DATED (SEE ITEM 11)

9A. AMENDMENT OF SOLICITATION NO.

CODE

8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)

7. ADMINISTERED BY (If other than Item 6)CODE 6. ISSUED BY

PAGE OF PAGES

4. REQUISITION/PURCHASE REQ. NO.3. EFFECTIVE DATE2. AMENDMENT/MODIFICATION NO. 5. PROJECT NO. (If applicable)

1. CONTRACT ID CODE

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

03/02/2023

CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority) appropriation data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

E. IMPORTANT: Contractor is not is required to sign this document and return __________________ copies to the issuing office.

ORDER NO. IN ITEM 10A.

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)15A. NAME AND TITLE OF SIGNER (Type or print)

15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 15B. CONTRACTOR/OFFEROR 16C. DATE SIGNED

(Signature of person authorized to sign) (Signature of Contracting Officer)

STANDARD FORM 30 (REV. 11/2016)

Prescribed by GSA FAR (48 CFR) 53.243

Previous edition unusable

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

Solicitation 693JF723R000007 is hereby amended pursuant to the enclosed Statement of Work and solicitation provisions wherein the Maritime Administration's (MARAD) Office of Marine Financing is seeking to retain contractors to perform work as outside counsel in order to enhance capabilities in various substantive legal areas and to provide subject matter expertise when necessary for certain, discrete legal issues relating to its Federal Ship Financing Program (Title XI). MARAD envisions the competitive award of multiple Blanket Purchase Agreements (BPA) that will allow for the issuance of Call Orders for engagements related to specific legal matters. The BPAs will provide an effective mechanism for the expeditious procurement of necessary support across three functional areas using pre-approved contractors with established rate schedules.

Continued ...

Except as provided herein, all terms and conditions of the document referenced in Item 9 A or 10A, as heretofore changed, remains unchanged and in full force and effect .

DENISE CAROL CLARKE, CONTRACTING OFFICER

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

NAME OF OFFEROR OR CONTRACTOR

2 2

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

(A) (B) (C) (D) (E) (F)

693JF723R000007

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

Sponsored by GSA

FAR (48 CFR) 53.110

Please read and follow all the solicitation provisions and instructions cited within the enclosed Statement of Work; inclusive of Attachment 1, Pricing Sheet.

Maritime Administration Office of Marine Financing

Federal Ship Financing Program (Title XI) Outside Legal Counsel

Request for Proposals

The Maritime Administration’s (MARAD) Office of Marine Financing is seeking to retain contractors to perform work as outside counsel in order to enhance capabilities in various substantive legal areas and to provide subject matter expertise when necessary for certain, discrete legal issues relating to its Federal Ship Financing Program (Title XI). MARAD envisions the competitive award of multiple Blanket Purchase Agreements (BPA) that will allow for the issuance of Call Orders for engagements related to specific legal matters. As envisioned, the BPAs will provide an effective mechanism for the expeditious procurement of necessary support across three functional areas using pre-approved contractors with established rate schedules.

SUPPLIES OR SERVICES AND PRICES/COSTS

1. This is a BPA utilizing Firm-Fixed-Price (FFP), Time and Materials/Labor Hour (TM/LH), or a hybrid of both Call Order (Order) types in accordance with FAR 13.303.

2. Orders awarded under this BPA will fall into one of the following two categories:

• At Cost to the Government: “At Cost” Orders will be issued by the Federal Government and funded with Federal funds. The Federal Government will make payment to the Contractor for services rendered in accordance with the terms of the issued Order, the base contract award, and the Federal Acquisition Regulation (FAR).

• No Cost to the Government: “No Cost” Orders will be issued by the Federal Government with $0 funding. A third party applicant for credit assistance (or its affiliate) will directly make payment to the Contractor for services rendered in accordance with the terms of the sponsor payment letter/agreement executed by the applicant (or its affiliate) and the Contractor. The sponsor payment letter/agreement between the Contractor and the applicant (or its affiliate) will not be subject to the terms of this BPA or the FAR.

3. Schedule of Rates for Time and Materials/Labor Hour:

Labor categories and hourly labor rate ceilings governing TM/LH Orders (both At Cost and No Cost) under this BPA shall conform to Attachment 1, Pricing Sheet.

Hourly labor rates under this contract include Contractor employee labor, subcontractor employee labor, and consultant labor. The hourly labor rates (unit of issue) are fully burdened with all proportional overhead, fringe, profit/fee, G&A, etc. The hourly labor rates are the maximum burdened rates allowable for TM/LH Order.

NOTE TO OFFERORS: Price proposals shall adhere to the pricing structure established in Attachment 1, Pricing Sheet and instructions in this RFP. Resulting BPAs will include Attachment 1, Pricing Sheet with the accepted Contractor loaded labor rates inserted in the pricing table.

Statement of Work

1. Purpose This is a multiple award BPA to retain contractors to perform work as outside counsel to enhance the Maritime Administration (MARAD) Office of Marine Financing’s capabilities in various substantive legal areas and to provide subject matter expertise when necessary for certain, discrete legal issues relating to its Federal Ship Financing Program (Title XI). The Contractor may also assist MARAD with litigation in various forums. The Contractor shall provide, in accordance with issued Call Orders (Orders), all management, supervision, and labor necessary to perform legal services on an as needed basis.

2. Background Administered by MARAD, Title XI provides a full faith and credit guarantee by the U.S.

Government of debt obligations issued by (1) U.S. ship owners for the purpose of financing or refinancing either U.S. flag vessels constructed, reconstructed, or reconditioned in U.S.

shipyards; and (2) U.S. shipyards for the purpose of financing advanced shipbuilding technology and modern shipbuilding technology of a privately owned general shipyard facility located in the United States. Additional information about the Title XI program may be found on the Internet: https://maritime.dot.gov/grants/title-xi/federal-ship-financing-program-title-xi

3. Scope and Functional Areas Outside Legal Counsel Services is a multiple award BPA to provide support services as described below. The Contractor shall provide, in accordance with issued Orders, all management, supervision, and labor necessary to perform legal services on an as needed basis.

The Contractor shall provide legal services in one or more of three functional areas of law. Individual BPA awards will encompass the functional areas for which the offeror proposes and is selected for award. Offerors will need to have knowledge and experience in each area of law for which they submit a proposal and be able to assist MARAD with matters concerning those subjects and any other ancillary tasks reasonably related to that area. Specific work shall be scheduled by issuance of individual Orders for services, on an as-needed basis.

The services required shall include, but are not limited to, outside legal counsel assistance in the following three functional areas:

https://maritime.dot.gov/grants/title-xi/federal-ship-financing-program-title-xi.

3.1. Corporate Financing Transactions and Project Finance Transactional Matters

Varying levels of complexity for business and financial transaction (both corporate and project finance) matters, including, but not limited to due diligence, negotiation and drafting of legal documents, advising on the sufficiency of the collateral package, and closing of the transaction documents. Specifically, the Contractor shall be able to perform all of the following task areas:

A. General Due Diligence

• Reviewing, evaluating risks, providing comments to, and drafting issue lists for draft project contracts (e.g., construction agreements, concession agreements).

• Reviewing, evaluating risks, providing comments and proposing mitigants to, and drafting issue lists for previously negotiated and/or executed legal documents. These documents will typically be produced by third parties and may be the subject of negotiation based on any concern raised by the Contractor. Examples include:

o Third- party financing agreements or debt agreements (senior and subordinated) (e.g., existing indentures);

o Project agreements, including construction contracts, charters, operations and maintenance contracts, and related documentation; and o Organizational documents of the borrower (and potentially its affiliates).

• Reviewing outstanding and threatened litigation and evaluating risks of the same on project construction, financing, etc.

• Advising MARAD on matters in the relevant documents that could affect MARAD’s position and decisions regarding the terms of MARAD’s loan documents.

• Prior to financial close, delivering a due diligence report to MARAD summarizing the documents reviewed, the issues they presented, how the issues were addressed (if at all) in MARAD loan documentation, and addressing any other items related to the Contractor’s due diligence.

• Reviewing the report of MARAD’s financial advisor, and providing comments, as appropriate.

B. Negotiation and Drafting of Legal Documents

• Reviewing, drafting, negotiating, and amending/modifying legal documents, as necessary.

These documents may be based on MARAD templates, precedents or may be produced by third parties. Examples include:

o Financing agreements (e.g., term sheets, bonds, notes, loan agreements, indentures/resolutions, guarantee agreements, lines of credit, master credit agreements, hedging agreements);

o Security documents (e.g., collateral agency agreements, security agreements, ship mortgages, pledge agreements);

o Equity contribution or other private funding agreements;

o Intercreditor agreements; and o Project contracts (e.g., direct agreements, construction agreements, charters, operating agreements, lease agreements, real estate development documentation).

• Reviewing comments and markups from third parties on the relevant documentation.

• Advising MARAD on the pros and cons of any open issues in the documentation, as well as, providing feedback on the comments and markups received from third parties.

C. Advising on the Collateral Package

• Analyzing the collateral package to determine deficiencies in ownership, sufficiency of the package, and process for creation and perfection of liens.

• Reviewing, providing comments to, and drafting issues lists for previously negotiated and/or executed legal documents. Examples include: purchase agreements, bills of sale, ship mortgages, and security filings.

• Reviewing, drafting, negotiating, and amending/modifying as necessary legal documents.

Examples include: purchase agreements, assignment agreements, Uniform Commercial Code (UCC) filings, ship mortgage agreements, insurance agreements, survey and appraisals.

• Ensuring the perfection of liens on collateral (e.g., UCC filings, USCG ship mortgage filings).

• In certain cases, providing formal opinions to MARAD regarding the validity and enforceability of the security granted to MARAD on physical assets.

D. Transaction Closing

• Providing legal services on all tasks required for financial close of the credit transaction, including preparation of the closing memorandum and handling of all closing activities.

• Drafting, reviewing, negotiating and advising MARAD, as appropriate, on all financial close documentation, including legal opinion letters, closing certificates, and UCC statements.

• Providing MARAD electronic copies of the final, execution versions (in Microsoft Word) and fully compiled, executed versions (in PDF) of the credit agreement and all key financing documents no later than 5 business days after MARAD’s execution of the loan documents.

• Providing MARAD a closing binder in electronic format (USB drive or via electronic document portal) no later than 60 calendar days after MARAD’s execution of the loan documents.

• Providing MARAD 2 hardbound closing sets with at least one set of original signatures, as directed by the Contracting Officer’s Representative (COR), no later than 60 calendar days after MARAD’s execution of the loan documents.

• If included in the relevant Order, preparing and delivering to MARAD (in the form designated by MARAD) a summary of the relevant terms and conditions of Title XI Loan Guarantee Program credit conditions no later than 60 calendar days after MARAD’s execution of the loan documents.

E. Portfolio Management

• Advising, reviewing, drafting, and providing assistance regarding all legal aspects of loan portfolio management, including negotiation of amendments, waivers, consents, and lien releases, and advice regarding the exercise of rights and remedies under the loan documents.

• Providing legal services in connection with loan restructuring, workouts and bankruptcy related matters.

F. Other Program Related Matters

• Ensuring that terms, conditions, covenants, and remedies in MARAD credit agreements and related transaction agreements are appropriate for the particular transaction, provide adequate security to the Government, and are consistent with the governing statutes and regulations implementing the Title XI Loan Guarantee Program.

• Furnishing analysis that could be incorporated into briefing memoranda making recommendations with regard to the Title XI Loan Guarantee Program credit instruments.

• Providing special technical and legal advice relating to the Title XI Loan Guarantee Program, including research and the issuance of legal opinions or memoranda not related to a specific credit transaction, including advice with respect to issues that may involve significant, little or no precedent.

• Providing legal advisory services for revision of the Title XI Loan Guarantee Program loan agreement templates and related documentation templates (e.g., term sheet templates).

• Providing a training session (with training materials, e.g., PowerPoint deck) to MARAD team, on topics determined in consultation with the COR. Training sessions may be in-person or virtual (i.e., webinar).

3.2 Bankruptcy Matters

Pre-bankruptcy and post-bankruptcy counseling and related work-out advice, including, but not limited to review of bankruptcy plans and transactions affecting the collateral package.

3.3 Maritime Transactional Matters

Maritime commercial contracts for financings, acquisitions, divestitures and restructurings of Jones Act companies, including, but not limited to review of charters, contracts of affreightment, transportation agreements, vessel operating and management agreements, letters of credit, and shipyard construction and repair contracts.

4. Performance of Tasks The Contractor may be required to commence work upon short notice. The contractor shall have sufficient depth and breadth of resources to handle the matter(s) delineated in the Orders in an efficient manner under narrow time constraints and the ability to handle any surge in work. Each Order will state any specific requirements, including without limitation the urgency of an Order, specific deadlines for any deliverables, whether coordination with other contractors will be required, etc. There may be instances where the firm must advise on foreign laws. Depending on the matters presented, the Contractor will provide a team of experienced lawyers necessary to handle the nature and scope of the work needed. The Contractor shall also have the ability to assign other attorneys, paralegal specialists, and administrative staff as needed to meet MARAD’s requirements.

Unless otherwise stated in the individual Order, Contractor activities/tasks and services will be generally performed at its offices/facilities or such other location in its discretion. The Request for Proposals shall specify if attorneys must be licensed in a specific state or jurisdiction.

5. Labor Categories The following are the labor categories and minimum position requirements for the BPA.

• Lead Attorney – 10 years of experience in the specialized area of law sought.

• Senior Partner- 10 years of experience in the specialized area of law sought.

• Junior Partner – 7 years of experience in the specialized area of law sought.

• Senior Associate – 5 years of experience in the specialized area of law sought.

• Junior Associate – 2 years of experience in the specialized area of law sought.

• Paralegal – 1 year of experience as a paralegal.

• Law Clerk/Intern- Bachelor of Science or Bachelor of Arts from an Accredited

University.

Resumes for specific key personnel will be requested as part of MARAD’s Request for Proposals for each specific engagement. The labor category qualification(s) will be evaluated at the Order level. Competitive Call Order proposals will be evaluated on the extent the individuals proposed at the call order level meet the qualifications.

6. Deliverables All deliverables and required delivery dates will be specified in individual Orders issued under this BPA.

7. Summary of Billable Hours Beginning on the first calendar day of each month, the Contractor selected for any matter shall send the Contracting Officer Representative (COR) an email summary of the billable hours expended by each team member, noting any deliverables. The email should also address any out-of-pocket costs incurred. If the matter requires a more frequent review of hours, MARAD may request additional summaries on an expedited basis. Invoices payable by MARAD will be paid monthly in arrears.

8. Conflicts of Interest At the Order level, the Contractor shall affirm that it, and its subsidiaries and affiliates have no conflicts of interest with MARAD or any of the parties that are involved in the matter.

Other Contract Requirements

1. General Description Outside Legal Counsel Services is a multiple award BPA to provide support services as described in the BPA-level Statement of Work (SOW) above. The Contractor shall provide, in accordance with issued Orders, all management, supervision, and labor necessary to perform legal services on an as needed basis.

2. Call Orders - General The following apply to all Orders:

i. Orders are subject to the terms and conditions and the provisions of this BPA. In the event of conflict between an Order and this BPA, this BPA shall control.

ii. Order pricing will be based on the applicable pricing schedule fees.

iii. Orders can extend for a maximum of 12 months beyond the expiration date of this

BPA.

Orders awarded under this BPA will fall into one of the following two categories:

• At Cost to the Government: “At Cost” Orders will be issued by the Federal Government and funded with Federal funds. The Federal Government will make payment to the Contractor for services rendered in accordance with the terms of the issued Order, the base contract award, and the Federal Acquisition Regulation (FAR).

• No Cost to the Government: “No Cost” Orders will be issued by the Federal Government with $0 funding. A third party applicant for credit assistance (or its affiliate) will directly make payment to the Contractor for services rendered in accordance with the terms of the sponsor payment letter/agreement executed by the applicant (or its affiliate) and the Contractor. The sponsor payment letter/agreement between the Contractor and the applicant (or its affiliate) will not be subject to the terms of this BPA or the FAR.

3. Order Placement Procedures At any time during the period of performance, MARAD may send to Contractor, and any other Contractors awarded this Outside Legal Counsel BPA, a Request for Proposals (the "Request") describing the nature of one or more specific tasks, instructions for Contractor's offer and any other information relating to the task, including resume requirements and any associated documentation requirements. The Contractor shall be liable for all of its costs associated with preparation, presentation, and discussion of the Contractor’s Order offer or proposal, and shall not bill such costs as a direct contract expense or otherwise. To receive an Order award, the Contractor must present an offer pursuant to the terms of the Request.

Orders will generally be awarded based on competition among all contractors within the required functional area(s). Evaluation factors include price and technical capability. MARAD reserves the right to issue an Order directly without competition. In the event of a complex legal matter, MARAD may elect to engage multiple contractors on the matter.

Upon bilateral execution of the Order, there will exist a binding obligation between Contractor and MARAD under the terms of this BPA and the Order for delivery of the goods or services described therein.

MARAD reserves the right to consider organizational conflicts of interest in applying the above methodologies. MARAD may reject any Order offer or proposal if it determines that an actual or potential organizational conflict of interest exists and cannot be mitigated to its satisfaction.

4. Order Pricing

(a) All Orders that are “at cost” will be subject to the pricing set forth in Attachment 1, Pricing Sheet. Order contract type will be determined at the Order level and will be either time and materials/labor hour (TM/LH) or firm fixed priced (FFP), or a hybrid of both.

(b) Payment under the BPA shall be governed by FAR 52.212-4 Contract Terms and

Conditions—Commercial Products and Commercial Services (Dec 2022), for firm fixed priced Orders, and FAR 52.212-4 Alternate 1 (Nov 2021), for TM/LH Orders.

(c) Travel. If authorized in the Order, travel will be reimbursed in accordance with the

Federal Travel Regulation (FTR) and shall not exceed the maximum rates established by the General Services Administration (GSA). Travel will be a separate Not-To-Exceed Contract Line Item (CLIN) on Orders. The Contractor will be liable for all travel expenses not authorized in the Order prior to travel. Except for meals and incidental expenses (M&IE), all travel shall be reimbursed at the actual expense rate.

5. Orders Issued at No Cost to the Government

The legal fees for Orders issued at no-cost to the Government will be paid by the third party applicant for credit assistance (or its affiliate). In all instances, when a Contractor is engaged to represent MARAD on a financing transaction or other matter and is paid by the applicant (or its affiliate) (an Applicant-Pays MARAD Representation), MARAD is still the client of the law firm/Contractor.

For each Applicant-Pays MARAD Representation, the Contractor is responsible for executing its own engagement letter with the applicant (or its affiliate). The Contractor will provide a draft of the sponsor payment letter to the COR and Contracting Officer for comment prior to execution. The Contractor shall provide a copy of the final executed letter prior to performing any work. Such sponsor payment letter shall:

i. state that the applicant/recipient or the borrower or their affiliate, as applicable, will pay the Contractor’s legal fees and expenses in connection with the Applicant-Pays MARAD Representation and irrespective of whether the Government ultimately provides credit assistance to the borrower, and the Contractor will look only to the applicant or the borrower or their affiliate, as applicable, for any payment, and not to MARAD or the Government;

ii. acknowledge that the Contractor’s client is the Government and that duties of confidentiality and loyalty in this transaction run exclusively to the Government, and there shall be no inference of confidentiality, fiduciary, or other client relationship between the Contractor and the applicant or the borrower or their affiliate, as applicable, as a result of this sponsor payment letter;

iii. state that neither the applicant or the borrower or their affiliate, as applicable, shall seek reimbursement from the Government for fees and expenses of the Contractor, and the Government shall not be liable to the applicant or the borrower or their affiliate, as applicable, the Contractor, or any other person for such fees and expenses;

iv. name the attorneys expected to work on the Applicant-Pays MARD Representation and designate an attorney who will have primary responsibility for such representation;

v. state that the correctness and completeness of the fees and expenses invoiced by the Contractor shall be determined through the statements submitted to and verified by

MARAD;

vi. include an undertaking by the Contractor to submit bills for its fees and expenses to the applicant (or its affiliate) on a monthly basis, with each bill including (a) a summary description of the services rendered (having due respect for maintaining attorney-client privilege), (b) the name and billing rate of each person who provided services during that period, (c) the total number of hours billed by each person for each service described in (a) and for the billing period as a whole, (d) a list of reimbursable expenses itemized by category, and (e) the total amount of fees and expenses billed by the Contractor to date on the Applicant-Pays MARAD Representation; and

vii. state that the applicant or the borrower or their affiliate, as applicable, and the Contractor agree that the sponsor payment letter shall be subject to review and approval by the COR for all purposes and they will not amend, modify, alter, or change in any way this sponsor payment letter prior to notifying the COR and submitting any amendment, modification, alteration, or change to the Sponsor Payment Letter to the COR and Contracting Officer.

The Contractor shall provide one copy of each bill, together with a detailed description of services rendered, to the COR for concurrence prior to sending it to the applicant (or its affiliate).

The Contractor assumes the credit risk and dispute risk of the applicant (or its affiliate). The Government has no obligation to pay any of the Contractor’s fees and expenses for any Applicant- Pays MARAD Representation.

During the course of the Applicant-Pays MARAD Representation, the Contractor shall promptly respond to inquiries from the applicant (or its affiliate) or the Government regarding past and expected fees and expenses. The Contractor shall incur only reasonable expenses necessary to achieve MARAD’s objectives in connection with an Applicant-Pays MARAD Representation.

6. Period of Performance The period of performance for the BPA is a base period of four (4) years, beginning on the date of award and a one (1) year option period. This BPA includes FAR 52.217-8, Option to Extend Services (Nov 1999), which permits MARAD to extend the period of performance for up to six

(6) months.

Orders may be issued at any time during the base period or option to extend services. The performance periods will be specified in the Orders and may include option periods which extend the Order up to twelve (12) months beyond the expiration date of this BPA.

7. Governing Law This BPA is governed by Federal law and will be construed accordingly.

8. Extent of Obligation and Purchase Limitation

(a) Extent of Obligation. The Government shall be obligated to the Contractor only to the extent of any “At Cost” Order actually awarded by the Government under this BPA.

(b) Purchase Limitation. The single purchase limit is $500,000.

9. BPA Roles and Responsibilities

(1) Contracting Officer (CO). The CO has the overall responsibility for administration of this BPA and any Orders awarded hereunder. The CO, without right of delegation, is the only authorized individual to take actions on behalf of the Government to amend, modify or deviate from the BPA and Order terms, conditions, requirements, specifications, details and/or delivery schedules.

The CO is Denise Clarke.

(2) Contracting Officer’s Representative (COR). The COR supports the CO in the technical management of this BPA and any Orders awarded hereunder. The COR does not have authority to alter the Contractor’s obligations or to change the specifications, price, terms, or conditions. If, as a result of technical discussions, it is desirable to modify the general BPA obligations or the specification, changes will be issued in writing and signed by the CO. The COR is David Gilmore.

10. On Ramp MARAD reserves the right to utilize an “On Ramp” concept to maintain a sufficient number of awardees in each functional area.

If MARAD determines that it would be in the Government’s best interest to issue a new solicitation to add new contractors, the CO may do so at any time provided that:

(a) The on-ramp solicitation is issued under then-applicable MARAD procurement policies;

(b) The award decision under any on-ramp solicitation is based upon substantially the same evaluation factors as the original Outside Legal Counsel solicitation;

(c) The terms and conditions of any resulting awards from an on-ramp solicitation are materially identical to the existing version of the Outside Legal Counsel BPAs;

(d) The term for any such new awards from an on-ramp solicitation is co-terminus with the existing term for all other BPAs, including the option periods;

(e) If awarded a BPA through the on-ramp authority, any new contractor is eligible to receive new orders.

11. Invoicing

INVOICE REQUIREMENTS:

Invoices can be mailed or submitted to the following address:

U.S. Mail MARAD, A/P Branch AMZ-316, P.O. Box 25710, Oklahoma, OK 73125

FEDEX MARAD A/P Branch, AMZ-316, 6500 S. MACARTHUR BLVD. Oklahoma, City, OK 73169

In addition, all vendors will have the option to send invoices electronically. The invoices must be in PDF format. Vendors can submit electronic invoices in the following email address:

MARADInvoices@FAA.GOV

a. Invoices may be submitted electronically through the eInvoicing web-portal.

b. The U.S. Department of Transportation uses the Delphi eInvoicing web-portal for processing invoices. For eInvoicing procedures visit https://einvoice.esc.gov/

c. To constitute a proper invoice, the invoice must include the following information and/or documentation:

1) Name of the business concern (Note this name much match the name on the contract document exactly. If another name is used on the invoice such as a Doing Business As (DBA) the name on the contract document must also be listed on the invoice document). Invoices that do not contain the name on the contract will be rejected;

(2) Invoice date;

(3) Contract Number, or other authorization for supplies delivered or services performed;

(4) Description price and quantity of supplies and services actual delivered or rendered;

(5) Shipping and payment terms;

(6) Name (where practicable), title, phone number, and complete mailing address of responsible mailto:MARADInvoices@FAA.GOV https://gcc02.safelinks.protection.outlook.com/?url=https%3A%2F%2Feinvoice.esc.gov%2F&data=05%7C01%7Cdenise.clarke%40dot.gov%7C78f76f82f131471ae2a408dbae176747%7Cc4cd245b44f04395a1aa3848d258f78b%7C0%7C0%7C638295187769713373%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=XsUjtVOsJEcg3opqYy9unNsCUWctG1pe4v1w8KA5IpA%3D&reserved=0 official to whom payment is to be sent; and

(7) Other substantiating documentation or information as required by the contract. Upon completion of the web-base system, invoices shall be available on-line. The on-line version of the invoice shall provide the ACO with the capability of approving in full or partial payments or rejecting invoices in total.

ELECTRONIC FUNS TRANSFER (EFT) PAYMENT REQUIREMENTS FAR 52.223-33

Payment by Electronic Funds Transfer central Contractor registration (May 1999) is included in this solicitation/contract. All Contractor payments will be made by EFT unless accepted or otherwise determined by the paying office designated in the contract.

12. Kickoff Meeting

The Contractor shall attend a kick-off meeting at a time mutually agreeable by the parties, either in person or virtually. The objective of this meeting is to introduce attendees to MARAD staff, provide an opportunity for Contractors to meet with the Contracting Officer and COR, define roles and responsibilities, and respond to questions.

13. Non-Personal Services Contract

This BPA and any Orders awarded hereunder are non-personal services contracts as defined in the FAR at subpart 37.101. It is understood and agreed that the Contractor or Contractor’s employees and subcontractors: (1) shall perform the services specified herein as independent contractors, not as employees of the Government; (2) shall be responsible for their own management and administration of the work required and bear sole responsibility for complying with any and all technical, schedule, or financial requirements or constraints attendant to the performance of this BPA and any Orders awarded hereunder; (3) shall be free from supervision or control by any government employee with respect to the manner or method of performance of the services specified; but (4) shall, pursuant to the Government’s right and obligation to inspect, accept or reject the work, comply with such general direction of the Contracting Officer, or the duly authorized representative of the Contracting Officer, as is necessary to ensure accomplishment of the BPA and awarded Order objectives.

14. Contract Closeout

The Government will initiate the administrative closeout of Orders after receiving evidence that all technical requirements have been completed. The Contractor shall furnish all required documents in support of the closeout of individual Orders under this BPA. The Government anticipates the timeframe to complete administrative close out of individual Orders will not exceed six months. The costs incurred in the administrative closeout of Orders and BPA files are unallowable direct costs under this BPA and, therefore, cannot be charged as direct costs to the Government. Contractors are to handle such costs in accordance with their disclosure statements/cost accounting systems.

Contract Clauses

1. Clauses Incorporated by Reference

52.252-2 Clauses Incorporated by Reference (Feb 1998) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

FAR | Acquisition.GOV (www.acquisition.gov/browse/index/far).

FAR Clause Title Date 52.204-7 System for Award Management OCT 2018 52.204-13 System for Award Management Maintenance OCT 2016 52.204-19 Incorporation by Reference of Representations and

Certifications

DEC 2014

52.204-21 Basic Safeguarding of Covered Contractor Information Systems

NOV 2021

52.212-4 Contract Terms and Conditions—Commercial Products and Commercial Services

DEC 2022

52.212-4 Alternate 1

Contract Terms and Conditions—Commercial Products and Commercial Services, Alternate 1 (for TM/LH Orders)

DEC 2022

with Alt.1 (Nov 2021)

52.224-1 Privacy Act Notification APR 1984 52.224-2 Privacy Act APR 1984 52.242-15 Stop Work Order AUG 1989

This BPA incorporates one or more Transportation Acquisition Regulation (TAR) clauses by reference, with the same force and effect as if they were given in full text. Upon request, the CO will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es) https://www.acquisition.gov/tar

TAR Clause Title Date 1252.201-70 Contracting Officer’s Representative NOV 2022 1252.209-70 Organizational and Consultant Conflicts of Interest NOV 2022 1252.232-70 Electronic Submission of Payment Requests. NOV 2022 1252.237-70 Qualifications of Contractor Employees NOV 2022 1252.239-72 Compliance with Safeguarding DOT Sensitive Data Controls NOV 2022 1252.239-74 Safeguarding DOT Sensitive Data and Cyber Incident

Reporting

NOV 2022

1252.239-91 Records Management NOV 2022 https://www.acquisition.gov/browse/index/far http://www.acquisition.gov/browse/index/far https://www.acquisition.gov/tar

2. 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders – Commercial Products and Commercial Services (Jun 2023)

a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Nov 2021) (Section 1634 of Pub. L.

115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (Nov 2021) (Section 889(a)(1)(A) of Pub. L. 115-232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).

(5) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (Mar 2023) ( 31 U.S.C. 3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (Aug 1996) ( 31 U.S.C. 3553).

(7) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 ( 19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

[Contracting Officer check as appropriate.]

__ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Jun 2020), with Alternate I (Nov 2021) ( 41 U.S.C. 4704 and 10 U.S.C. 4655).

__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Nov 2021) ( 41 U.S.C. 3509)).

https://www.acquisition.gov/far/52.203-19#FAR_52_203_19 https://www.acquisition.gov/far/52.204-23#FAR_52_204_23 https://www.acquisition.gov/far/52.204-25#FAR_52_204_25 https://www.acquisition.gov/far/52.209-10#FAR_52_209_10 https://www.acquisition.gov/far/52.232-40#FAR_52_232_40 https://www.govinfo.gov/link/uscode/31/3903 https://www.govinfo.gov/link/uscode/10/3801 https://www.acquisition.gov/far/52.233-3#FAR_52_233_3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.233-4#FAR_52_233_4 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.203-6#FAR_52_203_6 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.govinfo.gov/link/uscode/10/4655 https://www.acquisition.gov/far/52.203-13#FAR_52_203_13 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

_X_ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jun 2020) (Pub. L. 109-282) ( 31 U.S.C. 6101 note).

__ (5) [Reserved].

__ (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

__ (8) 52.204-27, Prohibition on a ByteDance Covered Application (Jun 2023) (Section 102 of Division R of Pub. L. 117-328).

_X_ (9) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Nov 2021) ( 31 U.S.C. 6101 note).

__ (10) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) ( 41 U.S.C. 2313).

__ (11) [Reserved].

__ (12) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Oct 2022) ( 15 U.S.C. 657a).

__ (13) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Oct 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) ( 15 U.S.C. 657a).

__ (14) [Reserved]

__ (15) (i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2020) ( 15 U.S.C. 644).

_ _ (ii) Alternate I (Mar 2020) of 52.219-6.

__ (16) (i) 52.219-7, Notice of Partial Small Business Set-Aside (Nov 2020) ( 15 U.S.C. 644).

__ (ii) Alternate I (Mar 2020) of 52.219-7.

__ (17) 52.219-8, Utilization of Small Business Concerns (Oct 2022) ( 15 U.S.C. 637(d)(2) and (3)).

https://www.acquisition.gov/far/52.203-15#FAR_52_203_15 https://www.acquisition.gov/far/52.204-10#FAR_52_204_10 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section6101&num=0&edition=prelim https://www.acquisition.gov/far/52.204-14#FAR_52_204_14 https://www.acquisition.gov/far/52.204-15#FAR_52_204_15 https://www.acquisition.gov/far/52.204-27#FAR_52_204_27 https://www.acquisition.gov/far/52.209-6#FAR_52_209_6 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section6101&num=0&edition=prelim https://www.acquisition.gov/far/52.209-9#FAR_52_209_9 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title41-section2313&num=0&edition=prelim https://www.acquisition.gov/far/52.219-3#FAR_52_219_3 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section637a&num=0&edition=prelim https://www.acquisition.gov/far/52.219-4#FAR_52_219_4 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-6#FAR_52_219_6 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-6#FAR_52_219_6 https://www.acquisition.gov/far/52.219-7#FAR_52_219_7 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-7#FAR_52_219_7 https://www.acquisition.gov/far/52.219-8#FAR_52_219_8

__ (18) (i) 52.219-9, Small Business Subcontracting Plan (Oct 2022) ( 15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (Nov 2016) of 52.219-9.

__ (iii) Alternate II (Nov 2016) of 52.219-9.

__ (iv) Alternate III (Jun 2020) of 52.219-9.

__ (v) Alternate IV (Sep 2021) of 52.219-9.

__ (19) (i) 52.219-13, Notice of Set-Aside of Orders (Mar 2020) ( 15 U.S.C. 644(r)).

__ (ii) Alternate I (Mar 2020) of 52.219-13.

__ (20) 52.219-14, Limitations on Subcontracting (Oct 2022) ( 15 U.S.C. 637s).

__ (21) 52.219-16, Liquidated Damages—Subcontracting Plan (Sep 2021) ( 15 U.S.C. 637(d)(4)(F)(i)).

__ (22) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Oct 2022) ( 15 U.S.C. 657f).

__ (23) (i) 52.219-28, Post Award Small Business Program Rerepresentation (Mar 2023)( 15 U.S.C. 632(a)(2)).

__ (ii) Alternate I (Mar 2020) of 52.219-28.

__ (24) 52.219-29, Notice of Set-Aside for, or Sole-Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Oct 2022) ( 15 U.S.C. 637(m)).

__ (25) 52.219-30, Notice of Set-Aside for, or Sole-Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Oct 2022) ( 15 U.S.C. 637(m)).

__ (26) 52.219-32, Orders Issued Directly Under Small Business Reserves (Mar 2020) ( 15 U.S.C. 644(r)).

__ (27) 52.219-33, Nonmanufacturer Rule (Sep 2021) ( 15U.S.C. 637(a)(17)).

_X_ (28) 52.222-3, Convict Labor (Jun 2003) (E.O.11755).

__ (29) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Dec 2022) (E.O.13126).

_X_ (30) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

https://www.acquisition.gov/far/52.219-9#FAR_52_219_9 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-9#FAR_52_219_9 https://www.acquisition.gov/far/52.219-9#FAR_52_219_9 https://www.acquisition.gov/far/52.219-9#FAR_52_219_9 https://www.acquisition.gov/far/52.219-9#FAR_52_219_9 https://www.acquisition.gov/far/52.219-13#FAR_52_219_13 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-13#FAR_52_219_13 https://www.acquisition.gov/far/52.219-14#FAR_52_219_14 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-16#FAR_52_219_16 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-27#FAR_52_219_27 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-28#FAR_52_219_28 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-28#FAR_52_219_28 https://www.acquisition.gov/far/52.219-29#FAR_52_219_29 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-30#FAR_52_219_30 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-32#FAR_52_219_32 https://www.govinfo.gov/content/pkg/USCODE-2018-title15/html/USCODE-2018-title15-chap14A-sec644.htm https://www.acquisition.gov/far/52.219-33#FAR_52_219_33 https://www.govinfo.gov/content/pkg/USCODE-2018-title15/html/USCODE-2018-title15-chap14A-sec637.htm https://www.acquisition.gov/far/52.222-3#FAR_52_222_3 https://www.acquisition.gov/far/52.222-19#FAR_52_222_19 https://www.acquisition.gov/far/52.222-21#FAR_52_222_21

_X_ (31) (i) 52.222-26, Equal Opportunity (Sep 2016) (E.O.11246).

__ (ii) Alternate I (Feb 1999) of 52.222-26.

_X_ (32) (i) 52.222-35, Equal Opportunity for Veterans (Jun 2020) ( 38 U.S.C. 4212).

__ (ii) Alternate I (Jul 2014) of 52.222-35.

__X (33) (i) 52.222-36, Equal Opportunity for Workers with Disabilities (Jun 2020) ( 29 U.S.C. 793).

__ (ii) Alternate I (Jul 2014) of 52.222-36.

__X (34) 52.222-37, Employment Reports on Veterans (Jun 2020) ( 38 U.S.C. 4212).

__ (35) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

_X_ (36) (i) 52.222-50, Combating Trafficking in Persons (Nov 2021) ( 22 U.S.C. chapter 78 and E.O. 13627).

__ (ii) Alternate I (Mar 2015) of 52.222-50 ( 22 U.S.C. chapter 78 and E.O. 13627).

__ (37) 52.222-54, Employment Eligibility Verification (May 2022) (Executive Order 12989).

(Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial products or commercial services as prescribed in FAR 22.1803.)

__ (38) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA– Designated Items (May 2008) ( 42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (ii) Alternate I (May 2008) of 52.223-9 ( 42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (39) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O. 13693).

__ (40) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (Jun 2016) (E.O. 13693).

__ (41) (i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (Jun 2014) (E.O.s 13423 and 13514).

_ _ (ii) Alternate I (Oct 2015) of 52.223-13.

https://www.acquisition.gov/far/52.222-26#FAR_52_222_26 https://www.acquisition.gov/far/52.222-26#FAR_52_222_26…