693JF726Q000009 Title XI IFA Pool RFQ 072026.pdf

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U.S. Department of Transportation

1200 New Jersey Ave, S.E.

Washington, D.C. 20590

MARITIME

ADMINISTRATION

693JF726Q000009

Federal Ship Financing IFA Solicitation 07/14/2026

INTRODUCTION

A. PURPOSE OF THE SOLICITATION (the Solicitation)

The U.S. Maritime Administration’s (MARAD) Office of Marine Financing (OMF) intent of the Solicitation is to establish a pool of qualified Independent Financial Advisors (IFAs) that will compete to provide expert, third-party analysis (IFA Work) which evaluates the economic soundness for government-guaranteed loans under the Federal Ship Financing Program (Tile XI) (or Project) under 46 U.S.C. Chapter 537. OMF may also require research and other services from time to time.

The Solicitation outlines (1) the requirements for submitting a technical proposal (the Initial Proposal) for evaluation for entry in the pool of qualified IFAs (the IFA Pool); (2) the requirements for submitting a technical and price quotation (the Quotation) for a contract or purchase order award (the Contract) to complete IFA Work for a specific Title XI Financing application (the Application) or perform other work as required by MARAD;

(3) the process outlining establishment of the IFA Pool; and (4) MARAD’s evaluation criteria for both the Initial Proposal and the Quotation.

The aforementioned processes are for “At Cost to the Government” (At Cost) Contract awards and “No Cost to the Government” (No Cost) Contract awards. Under No Cost awards the pre-approved cost for the IFA Work is invoiced directly to the third-party Title XI financing applicant (The Applicant). Under Cost awards all work is invoiced to the Government.

B. FORMAT OF THE SOLICITATION

Part I IFA Pool Establishment Part II IFA Request for Quotations Part III Contract Clauses and Requirements

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PART I: IFA POOL ESTABLISHMENT

A. SEEKING QUALIFIED IFA POOL PARTICIPANTS

OMF is requesting that companies submit an Initial Proposal, if they desire, that outlines its overall staff expertise and history with IFA Work, especially Title XI or any other Federal Financing Program IFA Work. The Initial Proposal from the potential IFA will not include pricing but introduces the IFA to MARAD and OMF as a potential, technically capable candidate for the IFA Pool.

B. QUALIFIED IFA POOL PARTICIPANTS

The IFA Pool will contain IFAs whose Initial Proposals have been determined to be Technically Acceptable. IFAs in the IFA Pool will be eligible to compete for IFA Work and other work for Title XI.

C. REQUEST FOR PROPOSALS`

C.1. IFAs interested in becoming part of the IFA Pool must submit the Initial Proposal to OMF as outlined in this PART I. The request for Initial Proposals remains open until closed by an amendment to the Solicitation. The number of IFAs in the IFA Pool is not limited to a certain number of IFAs. The Offeror will submit its Initial Proposal via electronic mail to marinefinancing@dot.gov. Please include “IFA Pool Initial Proposal Submission” in the subject line.

C.2. The Initial Proposal must identify the key personnel that will successfully assist MARAD in evaluating and negotiating the terms of the proposed Title XI transactions, and conduct research and provide other services as needed, including but not limited to:

C.2.a. Evaluating the Economic Soundness of the Application and creditworthiness of the Applicant for credit assistance. This evaluation will include analyzing:

(1) the financial viability of the Project; including the capitalization plan and assumptions therein; (2) the current and future financial condition of the Applicant and other relevant parties like the Guarantor; (3) the past performance and future ability to meet all repayment obligations; and (4) Project risks, including reasonableness of the revenue and expense forecasts, Project schedule and costs;

C.2.b. Analyzing the historic financial performance of the Applicant’s annual audited financial statements, which include its balance sheet, income statement, cash flow statement, and associated footnotes from the audited financials to determine strengths, weaknesses, trends and to generate projected financial statements at least five years into the life of the Project, which look at the Project’s debt service coverage ability on the Applicant’s projections, and under stressed scenarios outlined for specificity (i.e. demand drops 20%);

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C.2.c. Performing detailed financial calculations, which include relevant financial ratios on the data in section (b) above, and relevant to the overall financial structure of the transaction, previous financial experience, and industry comparisons. These ratios include, but are not limited to:

1) Asset management ratios;

2) Debt coverage ratios;

3) Efficiency ratios;

4) Leverage ratios;

5) Market value ratios; and

6) Profitability ratios;

C.2.d. Developing alternative repayment structures and sensitivity analyses;

C.2.e. Assessing the strengths and weaknesses of the Applicant’s management;

C.2.f. Reviewing and evaluating the feasibility studies for the Project;

C.2.g. Evaluating the proposed market for the Project, including a review of applicable market studies/surveys, the Applicant’s relationship with its major customers and the projected needs met by the Project, and the Project’s suitability for the intended market. The Contractor must also determine if the market will have over capacitation; from the construction of the vessels in the Project;

C.2.h. Reviewing and evaluating the proposed ownership structure of the transaction;

C.2.i. Preparing amortization schedules for the proposed credit facility that also show the debt service coverage ratio discussed in (C.2.c) above, These schedules should be a part of, and feed into the projections developed under requirement (C.2.b) above;

C.2.j. At the direction of MARAD staff, assist in credit agreement negotiations with the Applicant, including performing financial analysis in support of the negotiations and assisting in negotiating the terms of the credit agreement and other documents to be executed by the credit applicant including a term sheet for presentation to the Applicant for agreement;

C.2.k. Attend working conferences and meetings at MARAD headquarters in Washington, D.C. (if necessary), and participate in telephone conference calls or virtual meetings, as needed. Note that OMF may require that the Contractor attend meetings on short notice;

C.2.l. Submit a final report to MARAD on the financial evaluation of the Application, including recommendations (and any suggested modifications) on the proposed structure of the transaction, potential alternative structures for the financial plan, and terms/conditions of the financing. The IFA must provide worksheets and financial models, for MARAD review, that support the financial analysis and qualitative recommendations, at MARAD’s request; and

C.2.m. Present final results of the financial evaluation in two or more meetings to MARAD and DOT staff in Washington, DC.

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C.3. Initial Proposal Contents and Evaluation Factors

Factor 1: Key Personnel Requirements

Offerors must provide a mix of key staff to support their effort and detail their approach to preparing the tasks outlined in C.2 above. Key staff should generally possess a master’s degree, 5–20 years’ experience of successful IFA Work with Federal Government Lending Programs (with more experience required for senior roles), and a record, if any. If none, development of same with private sector companies. Ideally, staff will have extensive experience with the Title XI, but it is not requisite. The Initial Proposal must outline each of the key personnel involved with each person’s resume. Each resume shall be no more than two pages, single sided.

Factor 2: Approach

In no more than three pages, detail an approach to sufficiently staff and provide the resources necessary to handle the tasks outlined in C.2 above.

Factor 3: Experience

Please outline, in no more than five pages, prior Federal Government experience if any, with Federal Lending Programs in terms of analysis of financing applications for Economic Soundness. Ideally, this focus outlines experience with IFA Work and risk analysis in general. If none, please outline this experience in terms of any private sector projects. Demonstrate prior experience in the following areas:

Title XI IFA Work preferably or with other Federal Lending Programs; and

Statute (46 U.S.C. Chapter 537) and Regulations (46 CFR Part 298) governing Title XI, if any (including any successor statutes or regulations).

D. EVALUATION

MARAD intends to evaluate Initial Proposals and establish the IFA Pool without discussions but reserves the right to conduct discussions if the Contracting Officer’s Representative (COR) deems them necessary. MARAD will assign each proposal one of the following ratings: technically acceptable or technically unacceptable.

Technically Acceptable – A technically acceptable proposal offers key personnel, a staffing approach, and experience that are sufficient to perform the tasks outlined in C.2 above.

Technically Unacceptable – A technically unacceptable proposal offers key personnel, a staffing approach, and experience that are not sufficient to perform the tasks outlined in C.2 above.

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IFAs with Initial Proposals rated Technically Acceptable will become part of the IFA Pool and become eligible to compete for specific IFA Work outlined here under PART II (RFQ) of the Solicitation for up to five years. After the initial five-year period is complete, OMF will evaluate each IFA as to its IFA Work competency over that period and inquire as to whether the IFA wants to continue (as a member of the Pool). OMF will not require an additional Initial Proposal from the IFAs that continue after the initial five-year period.

E. CONTINUING OBLIGATION

D.1 The personnel identified in the Initial Proposal are considered essential to the work being performed under the Contract and the IFA can only change that personnel with the consent of the COR. Before removing, replacing, or diverting any of the specified individuals, the IFA must notify the COR, in writing, before the change becomes effective.

The IFA must submit information to support the proposed action to enable the COR to evaluate the potential impact of the personnel change on the IFA work. The IFA must not remove or replace personnel until the COR approves the change in writing.

D.2 MARAD reserves the right to revoke a Technically Acceptable rating for an IFA upon evidence that the IFA is not in compliance with the terms of the Solicitation or any award issued hereunder, including without limitation: (1) performing work with individuals not previously approved by MARAD; (2) not performing the work specified in any statement of work, Contract, or other written agreement; and (3) performing unsatisfactorily on any Contract awarded under the RFQ as detailed in any past performance evaluation by MARAD. If MARAD asserts that circumstances warrant revocation of a Technically Acceptable rating, then then OMF will notify the IFA that they are removed from the IFA Pool and provide the details outlining the reasons for removal.

F. MISCELLANEOUS

E.1 Inclusion in the IFA Pool does not guarantee that the IFA receives award of any Contracts for IFA Work. MARAD does not award an Indefinite Delivery/Indefinite Quantity contract or any other type of agreement to IFAs who become part of the IFA Pool.

E.2 MARAD will not reimburse any party for any costs related to the qualification and continued participation in the IFA Pool.

E.3 MARAD may terminate the IFA Pool for any reason, at any time.

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PART II: IFA REQUEST FOR QUOTATIONS (RFQ)

A. INTRODUCTION

A.1 The IFA Pool. IFAs whose Initial Proposals are found technically acceptable under PART I of this Solicitation will form the IFA Pool and are eligible to compete for IFA Work in accordance with this RFQ.

A.2 Authority. The RFQ and Announcement will contain the complete terms and conditions under which MARAD and OMF will award contracts to the IFA pursuant to 46 U.S.C. §§ 53703 and 53708. OMF will award the Contract on a best value basis as defined in the Federal Acquisition Regulation (FAR).

A.3 RFQs and Announcements. MARAD will periodically request quotes for IFA Work on the Applications for Title XI financing (or other specified work) via an electronic Announcement with a request for quotations, which specifies the scope of work, due date for submission, and any special instructions, evaluation criteria and basis for award, clauses, or requirements not included in this Solicitation. Announcements shall only be sent to IFAs in the Pool, qualified under Part I.

A.4 Instructions for Submission of Quotations.

A.4.a: IFAs must submit Quotations via electronic mail to marinefinancing@dot.gov by the date and time specified in the Announcement.

The Announcement shall specify the information required to be in the subject line of all electronic mail submissions.

A.4.b: The IFA must submit information sufficient to permit a comprehensive evaluation of its Quotation. The Quotation must document the feasibility of the IFA’s plan to successfully achieve the objectives of the Contract. The Announcement shall specify the information required for each Quotation.

A.4.c: Offerors must affirm in its Quotation that it, and its subsidiaries, affiliates, and key personnel have no conflict of interest with MARAD or any of the parties that are involved in the matter.

A.5 Awards.

A.5.a:: “At Cost” awards 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 award and the FAR. At Cost awards shall include all of the Contract Clauses and Requirements set forth in Part III that are applicable to At Cost awards, along with the scope of work and any additional clauses set forth in the applicable Announcement.

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A.5.bNo Cost awards will be issued by the Federal Government at no cost to the Federal Government. The Applicant (or its affiliate) will directly make payment to the IFA for services rendered in accordance with the terms of the sponsor payment letter/agreement executed by the Applicant (or its affiliate) and the IFA after receiving the invoice for the IFA Work as outlined in Subpart III(B)2. The sponsor payment letter/agreement between the IFA and the Applicant (or its affiliate) will not be subject to the terms of this RFQ or FAR. No Cost awards shall include the Contract Clauses and Requirements set forth in Part III that are applicable to No Cost awards, along with the scope of work and any additional clauses set forth in the applicable Announcement.

B. EVALUATION OF QUOTATIONS

B.1. OMF will evaluate the Quotations using past performance, price, and the other evaluation factors set forth in the Announcement.

B.1.a: Past Performance

Past performance information will be evaluated to determine the IFA’s ability to perform the Contract successfully. MARAD will use its discretion to determine the sources of past performance information, and the information may be obtained from references provided, MARAD’s knowledge of the IFA’s performance, other government agencies or commercial entities, or past performance databases. A quoter with no relevant past performance will be evaluated as neutral.

B.1.b: Price

Price proposals will be evaluated to determine if the price is reasonable and realistic for the statement of work.

C. BASIS FOR AWARD

The Government will accept the offer that is considered the best value to the Government. A best value analysis will be performed taking into consideration the evaluation factors listed above in B.2. In the determination of best value, the non-price evaluation factors, when combined, are more important than price. The relative order of importance of the evaluation factors will be stated in the Announcement. However, IFAs should note that as non-price evaluation factors approach being essentially equivalent, cost would become more important in the selection decision.

D. AWARD NOTIFICATION

After the best value selections are made, MARAD will notify unsuccessful IFAs that their quote was not selected and finalize the awards with the selected best value IFA.

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E. ADDITIONAL PROVISIONS APPLICABLE TO AT COST AWARDS ONLY

This RFQ incorporates one or more provisions 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. The IFA is cautioned that the listed provisions may include blocks that must be completed by the IFA and submitted with its Quotation. In lieu of submitting the full text of those provisions, the IFA may identify the provision by paragraph identifier and provide the appropriate information with its Quotation. Also, the full text of a provision may be accessed electronically at this/these address(es): FAR Overhaul - FAR Part Deviation Guidance | Acquisition.GOV.

52.203-11 Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions (SEP 2024) [applicable for At Cost awards over $200,000]

52.203-18 Prohibition on Contracting with Entities that require Certain Internal Confidentiality Agreements or Statements – Representation (JAN 2017)

52.204-7 System for Award Management – Registration (DEVIATION SEP 2025)

52.212 -1 Instructions to Offerors – Commercial Products and Commercial Services

(DEVIATION APR 2026)

52.240-90 Security Prohibitions and Exclusions Representations and Certifications

(DEVIATION SEP 2025)

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PART III: CONTRACT CLAUSES AND REQUIREMENTS

SUBPART III(A): CONTRACT CLAUSES AND REQUIREMENTS APPLICABLE TO AT

COST AND NO COST AWARDS

1. Key Personnel

(a) Any personnel identified in Contractor’s Quotation are considered essential to the work performed under the Contract and may, with the consent of the contracting parties, be changed during the course of the Contract by adding or deleting personnel, as appropriate, with Contracting Officer Representative (COR) approval.

(b) Before removing, replacing, or diverting any of the key staff members originally assigned to the Contract, the Contractor must notify the COR, in writing, before the change becomes effective. The Contractor must submit information to support the proposed action to enable the COR to evaluate the potential impact of the change on the Contract. The Contractor must not remove or replace personnel under this contract until the COR approves the change in writing.

(End of clause)

2. Governing Law

The Contract will be governed by the Federal law of the United States.

3. Contracting Officer’s Representative

The Contracting Officer (CO) shall designate a COR to monitor the Contractor’s day-to-day progress and ensure compliance with technical specifications. The COR will advise the Contractor on technical matters relating to the Contract. The Contractor must submit all reports and status updates to the COR. The Contractor must submit all Contract issues to the CO in writing. The CO retains all authorities under the Contract including the exclusive authority to enter into and sign all Contract modifications, including extensions to the Contract Period of Performance.

4. Permits and Licenses

In the performance of work under this Contract, the Contractor must obtain and maintain in effect all necessary permits and licenses required by Federal, State, or local Government, or subdivisions thereof, or of any other duly constituted public authority. Further, the Contractor must obey and abide by all applicable laws and ordinances.

5. Subcontracting Restrictions

The Contractor must not subcontract any work it will perform hereunder except if approved in advance in writing by the COR. OMF will only provide approval for subcontracting only in rare circumstances where: (1) it is necessary to protect the best interests of the Government; (2) confidential information is not at risk for disclosure; and (3) the COR agrees that the circumstances warrant an exception.

6. Data Rights; Confidentiality and Non-disclosure of Information Received from

MARAD

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a. Applicability to Contractors and Subcontractors. This clause applies to all contractors and all MARAD-approved subcontractors providing services under the Contract. The requirements established herein are in addition to those required by FAR and any other applicable laws, regulations, mandates, and Executive Orders pertaining to the protection of Government Information. This clause does not alter or diminish any existing rights, obligation or liability under any other civil and/or criminal law, rule, regulation or mandate, including rules of the bar in which the attorneys are licensed to practice.

b. General Definitions. The following general definitions apply to this clause. Specific definitions also apply as set forth in other paragraphs.

i. Information means any communication or representation of knowledge such as facts, data, or opinions, in any form or medium, including textual, numerical, graphic, cartographic, narrative, or audiovisual. Information includes information in an electronic format that allows it to be stored, retrieved or transmitted, also referred to as “data,” regardless of form.

ii. Information Received From MARAD means any Information that is owned, produced, controlled, protected by, or otherwise within the custody or responsibility of MARAD, including, without limitation, Information related to MARAD programs or personnel. It includes, without limitation, Information (1) provided by or generated for MARAD, (2) managed or acquired by Contractor for MARAD in connection with the performance of the contract, and/or (3) acquired in order to perform the contract.

c. Data Rights; Confidentiality and Non-disclosure.

i. All documents produced in the performance of this contract containing

Information Received from MARAD, including without limitation preliminary and final deliverables and all associated working papers and materials, are the property of the U.S. Government and must be submitted to the COR upon termination of this contract, and Contractor must neither reproduce nor release to any third-party at any time, including during or at expiration or termination of the contract without the prior written permission of the COR.

ii. The Contractor may only use Information Received from MARAD for the purpose of performance of the Contract and must not divulge or make known any Information Received from MARAD in any manner to any persons except as necessary for the performance of the Contract. In performance of the Contract, the Contractor assumes responsibility for the protection of the confidentiality of any and all Information Received from MARAD processed, stored, or transmitted by the Contractor.

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iii. Duplication or disclosure of the data and other information to which the Contractor will have access as a result of this contract is prohibited. The terms "Contractor" and "contract employee" in this clause include all entities and individuals that will perform under this contract, including the Contractor and Contractor employees. It is understood that throughout performance of the Contract, the Contractor will have access to confidential data which is either the sole property of MARAD or is the sole property of other than the contracting parties. The Contractor agrees to maintain the confidentiality of all data to which access may be gained throughout contract performance, whether title thereto vests in MARAD or otherwise. The Contractor must restrict access to data provided by MARAD to individuals who are performing services under the Contract and agrees not to disclose or divulge any such information except to persons who have agreed to be bound by the Contractor’s confidentiality obligations under the Contract and require such information to perform services under the Contract.

iv. The Contractor agrees to not disclose said data, any interpretations and/or translations thereof, or data derivative therefrom to unauthorized parties in contravention of these provisions, without the prior written approval of the COR or the party in which title thereto is wholly vested. The Contractor may be held responsible for any violations of confidentiality.

v. The Contractor agrees that, upon termination of the Contract, it has no property or possessory right to any of the correspondence, files or materials, of whatever kind and description, or any copies or duplicates of such, whether developed/prepared by the Contractor or furnished by the Government in connection with the performance of the Contract; and that, upon demand, the Contractor will immediately surrender such items, matters, materials, and copies to the COR.

vi. All Contract employees who will have access to confidential data must agree to be bound by the Contractor’s confidentiality obligations under the Contract. It is the responsibility of the Contractor to assure that such an agreement has been signed by a contract employee before such contract employee accesses confidential data. The Contractor must submit evidence of such signed agreements to the COR.

vii. If a representative of (i) the news media or (ii) a local, state or federal office (for example, a Congressional office) contacts the Contractor for information regarding the Contract or any case assigned to the Contractor, the Contractor must refer that representative to the COR. The Contractor will not make any press release or otherwise make any public statements in connection with this contract unless the COR receives prior written approval.

7. Conflict of Interest

a. Personal Conflicts of Interest. The Contractor will ensure the individuals working on the Contract do not have personal conflicts of interest. FAR 52.203-16 Preventing Personal Conflicts of Interest (Jun 2020) is incorporated by reference.

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b. Organizational Conflicts of Interest.

i. Purpose. The purpose of this clause is to ensure that the Contractor (1) is not biased because of its financial, contractual, organizational, or other interests which relate to the work under this contract, and (2) does not obtain any unfair competitive advantage over other parties by virtue of its performance of this contract.

ii. Scope. The restrictions described herein must apply to performance or participation by the Contractor and any of its partners, affiliates or their successors in interest (after this, collectively referred to in this Section 7 as the Contractors) in the activities covered by this clause as a prime contractor, subcontractor, cosponsor, joint venture, consultant, or in any similar capacity. For the purpose of this clause, affiliation occurs when a business concern is controlled by or has the power to control another or when a third party has the power to control both.

i. Use of the Contractors’ work product.

1) The Contractors cannot participate, in any capacity, in MARAD contracts, subcontracts, or proposals therefor (solicited and unsolicited) which stem directly from the Contractors’ performance of work under the Contract for a period of five years after completion of the Contract. Nothing in this subparagraph shall preclude the Contractors from competing for work as part of the IFA Pool or for follow-on contracts for advisory and assistance services.

2) If, under this Contract, the Contractors prepare a complete or essentially complete statement of work or specifications to be used in competitive acquisitions, the Contractors are ineligible to perform or participate in any capacity in any contractual effort which is based on such statement of work or specifications. The Contractors will not incorporate its products or services in such statement of work or specifications unless so directed in writing by the COR, in which case the restriction in this subparagraph shall not apply.

3) Nothing in this clause precludes the Contractors from offering or selling its standard commercial items to the Government

ii. Access to and use of information.

1) If the Contractors, in the performance of this contract, obtain access to information not available (or otherwise made available) to the public, such as corporate plans, policies, reports, studies, financial plans, internal data protected by the Privacy Act of 1974 (5 U.S.C. 552a), the Contractors agree that, without prior written approval of the COR, it must not:

a) Use such information for any private purpose unless the information has been released or otherwise made available to the public;

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b) Compete for work for MARAD based on such information for a period of six (6) months after either the completion of the Contract and any task order issued hereunder, or until such information is released or otherwise made available to the public, whichever is first;

c) Submit an unsolicited proposal to the Government which is based on such information until one year after such information is released or otherwise made available to the public, whichever is first; and

d) Release such information unless such information has previously been released or otherwise made available to the public by MARAD, whichever is first.

2) In addition, the Contractors agree that to the extent they receive or are given access to proprietary data, data protected by the Privacy Act of 1974 or other confidential or privileged technical, business, or financial information under this Contract, they must treat such information in accordance with all restrictions imposed on disclosure and use of such information.

c. Breach/Disclosure After Award.

i. The Contractor agrees that if changes, including additions, to the facts disclosed by it prior to award of this Contract, occur during the performance of this Contract, it must make an immediate and full disclosure of such changes in writing to the COR. Such disclosure may include a description of any action which the Contractor has taken or proposes to take to avoid, neutralize, or mitigate any resulting conflict of interest. MARAD may, however, terminate the Contract for convenience if it deems such termination to be in the best interest of the Government.

ii. In the event that the Contractor was aware of facts required to be disclosed or the existence of an actual or potential organizational conflict of interest and did not disclose such facts or such conflict of interest to the COR, MARAD may terminate this Contract for default.

iii. Remedies. For breach of any of the above restrictions or for nondisclosure or misrepresentation of any facts required to be disclosed concerning the Contract, including the existence of an actual or potential organizational conflict of interest at the time of, or after award, the Government may terminate the contract for default, disqualify the Contractor from subsequent related contractual efforts, and pursue such other remedies as may be permitted by law or this contract.

d. Subcontracts.

i. The Contractor must include a clause, substantially similar to this clause 7, including this subparagraph (7.d.i), in subcontracts expected to exceed $100,000. The terms "contract," "contractor," and "COR" must be appropriately modified to preserve the Government's rights.

ii. Prior to the award under this Contract of any such subcontracts for advisory

693JF726Q000009 Page 14 of 17 and assistance services, the Contractor must obtain from the proposed subcontractor or consultant a disclosure of all existing or potential organizational conflicts of interest and must determine in writing whether the interests disclosed present a significant potential for an organizational conflict of interest. Where an actual or significant potential organizational conflict of interest is identified, the Contractor must take actions to avoid, neutralize, or mitigate the organizational conflict to the satisfaction of the Contractor. If the conflict cannot be avoided or neutralized, the Contractor must obtain the approval of the COR prior to entering into the subcontract.

8. Non-Personal Services Contract

This is a non-personal services contract. It is understood and agreed that the Contractor or Contractor’s employees and subcontractors: (1) must perform the services specified herein as independent contractors, not as employees of the Government; (2) must 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 performance under this Contract; and (3) must 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) must, pursuant to the Government’s right and obligation, to inspect, accept or reject the work, comply with such general direction of the CO, or the duly authorized representative of the CO, as is necessary to ensure accomplishment of the award objectives.

SUBPART III(B): CONTRACT CLAUSES AND REQUIREMENTS APPLICABLE TO NO

COST AWARDS ONLY

1. FAR Clauses

The Revolutionary Federal Acquisition Regulation Oversight (RFO) clauses below are incorporated by reference herein, except that any parts related to invoices to be submitted by the Contractor and payments by MARAD shall be inapplicable to this Contract.

THE CONTRACTOR ACKNOWLEDGES AND AGREES THAT THE CONTRACTOR IS

NOT ENTITLED TO ANY PAYMENTS BY MARAD FOR ANY WORK PERFORMED BY

THE CONTRACTOR HEREUNDER. Nothing in these clauses below shall be deemed to give the Contractor any rights to payment from MARAD under any circumstance, and any language in the clauses below inconsistent with the foregoing shall not apply.

1. 52.212-4 Terms and Conditions – Commercial Products and Commercial Services

(DEVIATION JAN 2026)

2. 52.203-17 Contractor Employee Whistleblower Rights (NOV 2023)

3. 52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or

Statements (JAN 2017)

4. 52.209-6 Protecting the Government’s Interest When Subcontracting with Contractors

Debarred, Suspended, or Proposed for Debarment (DEVIATION JAN 2026)

5. 52.209-10 Prohibition on Contracting with Inverted Domestic Corporations (DEVIATION

JAN 2026)

6. 52.219-8 Utilization of Small Business Concerns (DEVIATION NOV 2025)

7. 52.222-3 Convict Labor (DEVIATION OCT 2025)

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8. 52.222-36 Equal Opportunity for Workers with Disabilities (DEVIATION OCT 2025)

9. 52.222-37 Employment Reports on Veterans (DEVIATION OCT 2025)

10. 52.222-50 Combating Trafficking in Persons (DEVIATION OCT 2025)

11. 52.222-54 Employment Eligibility Verification (DEVIATION OCT 2025)

12. 52.226-8 Encouraging Contractor Policies to Ban Text Messaging While Driving (MAY

2024)

13. 52.232-40 Providing Accelerated Payments to Small Business Subcontractors (MAR

2023)

14. 52.233-4 Applicable Law for Breach of Contract Claim (DEVIATION SEP 2025)

15. 52.244-6 Subcontracts for Commercial Products and Commercial Services (DEVIATION

OCT 2025)

2. Payment of Fees

The fees must be paid by the Applicant (or its affiliate) for the work completed by the Contractor under this Contract and the Contractor shall not be entitled to payments of any kind from the Government for any services provided by the Contractor hereunder. The Government is the Contractor’s client, and the Contractor’s duties of confidentiality and loyalty run exclusively to the Government.

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 for comment prior to execution. The Contractor must provide a copy of the final executed letter prior to performing any work. Such sponsor payment letter must:

1. State that the Applicant/recipient or their affiliate, as applicable, will pay the Contractor’s pre-agreed and MARAD-reviewed price (the Contract Price) for the work being performed by the Contractor under this Contract irrespective of whether the Government ultimately provides credit assistance to the Applicant, and the Contractor will look only to the Applicant or their affiliate, as applicable, for any payment, and not to MARAD or the Government;

2. 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 must be no inference of confidentiality, fiduciary, or other client relationship between the Contractor and the Applicant or their affiliate, as applicable, as a result of this sponsor payment letter;

3. State that neither the Applicant nor 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 their affiliate, as applicable, the Contractor, or any other person for such fees and expenses;

4. Name the individuals expected to perform work for the Contractor under this Contract and designate an individual who will have primary responsibility for such work;

5. State that the correctness and completeness of (the Contract Price invoiced by the Contractor) shall be determined through the statements submitted to and verified by

MARAD;

6. Include an undertaking by the Contractor to submit invoices for payment of the agreed upon payment(s) to the Applicant (or its affiliate) on agreed upon schedule outlines in the sponsor payment letter, with each invoice including (a) the Contractor’s name; (b) the

693JF726Q000009 Page 16 of 17 date of the invoice; (c) the amount being billed; (d) the MARAD contract number; (e) a description of the work performed; and (f) if invoices are being paid periodically instead of in a lump sum, then the installment number (e.g., 2nd payment) and the total amount of payments invoiced and paid to the Contractor to date; and

7. State that the Applicant or their affiliate, as applicable, and the Contractor agree that the COR will review and approve the sponsor payment letter for all purposes, and the Applicant or their affiliate, as applicable, and the Contractor 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 for such review.

The Contractor must submit its invoice for the work performed on the Project to the COR. The COR will review the invoice for accuracy and forward it on to the Applicant for payment.

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 Contract Price.

The Contractor must 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 Application. The Contract Price cannot be more than the amount it submitted to MARAD in the Quotation for this award.

SUBPART III(c): CONTRACT CLAUSES AND REQUIREMENTS APPLICABLE TO AT

COST AWARDS ONLY

1. FAR Clauses

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

The 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 COR will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): FAR Overhaul - FAR Part Deviation Guidance | Acquisition.GOV

1. 52.212-4 Terms and Conditions – Commercial Products and Commercial Services

(DEVIATION JAN 2026)

2. 52.203-17 Contractor Employee Whistleblower Rights (NOV 2023)

3. 52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017)

4. 52.204-13 System for Award Management—Maintenance (DEVIATION SEP 2025)

5. 52.209-6 Protecting the Government’s Interest When Subcontracting with

Contractors Debarred, Suspended, or Proposed for Debarment (DEVIATION JAN 2026)

6. 52.209-10 Prohibition on Contracting with Inverted Domestic Corporations

(DEVIATION JAN 2026)

7. 52.219-8 Utilization of Small Business Concerns (DEVIATION NOV 2025)

8. 52.222-3 Convict Labor (DEVIATION OCT 2025)

9. 52.222-36 Equal Opportunity for Workers with Disabilities (DEVIATION OCT

2025)

693JF726Q000009 Page 17 of 17

10. 52.222-37 Employment Reports on Veterans (DEVIATION OCT 2025)

11. 52.222-50 Combating Trafficking in Persons (DEVIATION OCT 2025)

12. 52.222-54 Employment Eligibility Verification (DEVIATION OCT 2025)

13. 52.226-8 Encouraging Contractor Policies to Ban Text Messaging While Driving

(MAY 2024)

14. 52.232-40 Providing Accelerated Payments to Small Business Subcontractors

(MAR 2023)

15. 52.233-4 Applicable Law for Breach of Contract Claim (DEVIATION SEP 2025)

16. 52.244-6 Subcontracts for Commercial Products and Commercial Services

(DEVIATION OCT 2025)

2. Invoicing

Invoicing instructions will be set forth at the time a No-Cost or Cost order is issued.