RFP_No._693JJ318R000030.pdf

693JJ318R000030

SOLICITATION, OFFER AND AWARD

4. TYPE OF SOLICITATION2. CONTRACT NUMBER 3. SOLICITATION NUMBER

7. ISSUED BY CODE 8. ADDRESS OFFER TO (If other than Item 7)

ORDER UNDER DPAS (15 CFR 700)

6. REQUISITION/PURCHASE NUMBER

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

NEGOTIATED (RFP)

SEALED BID (IFB)

5. DATE ISSUED

1. THIS CONTRACT IS A RATED RATING PAGE OF PAGES

1 60

EXT.NUMBERAREA CODE

B. TELEPHONE (NO COLLECT CALLS)A. NAME

10. FOR

INFORMATION

CALL:

CAUTION: LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

(Date)(Hour) local timeuntildepository located in copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if hand carried, in the

SOLICITATION

9. Sealed offers in original and

PART IV - REPRESENTATIONS AND INSTRUCTIONS

OTHER STATEMENTS OF OFFERORS

EVALUATION FACTORS FOR AWARD

INSTRS., CONDS., AND NOTICES TO OFFERORS

REPRESENTATIONS, CERTIFICATIONS AND

LIST OF ATTACHMENTS

CONTRACT CLAUSES

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

I

J

K

L

M SPECIAL CONTRACT REQUIREMENTS

CONTRACT ADMINISTRATION DATA

DELIVERIES OR PERFORMANCE

INSPECTION AND ACCEPTANCE

PACKAGING AND MARKING

DESCRIPTION/SPECS./WORK STATEMENT

SUPPLIES OR SERVICES AND PRICES/COSTS

SOLICITATION/CONTRACT FORM

PART II - CONTRACT CLAUSESPART I - THE SCHEDULE

H

G

F

E

D

C

B

A

SEC. DESCRIPTION PAGE(S) (X) DESCRIPTION SEC. (X)

11. TABLE OF CONTENTS

18. OFFER DATE17. SIGNATURE

SUCH ADDRESS IN SCHEDULE.

IS DIFFERENT FROM ABOVE - ENTER

15C. CHECK IF REMITTANCE ADDRESS

EXT.NUMBERAREA CODE

15B. TELEPHONE NUMBER

(Type or print)AND

ADDRESS

OF

OFFEROR

CODE FACILITY

16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER15A. NAME

DATEAMENDMENT NO.DATEAMENDMENT NO.

and related documents numbered and dated):

amendments to the SOLICITATION for offerors

(The offeror acknowledges receipt of

14. ACKNOWLEDGEMENT OF AMENDMENTS

CALENDAR DAYS (%)30 CALENDAR DAYS (%)20 CALENDAR DAYS (%)10 CALENDAR DAYS (%)

(See Section I, Clause No. 52.232.8)

13. DISCOUNT FOR PROMPT PAYMENT

designated point(s), within the time specified in the schedule.

by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the

12. In compliance with the above, the undersigned agrees, if this offer is accepted within ______________ calendar days (60 calendar days unless a different period is inserted

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

OFFER (Must be fully completed by offeror)

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

28. AWARD DATE

(Signature of Contracting Officer)

27. UNITED STATES OF AMERICA

25. PAYMENT WILL BE MADE BY

26. NAME OF CONTRACTING OFFICER (Type or print)

CODE 24. ADMINISTERED BY (If other than Item 7)

ITEM

(4 copies unless otherwise specified)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

41 U.S.C. 253 (c) ( 10 U.S.C. 2304 (c) (

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

21. ACCOUNTING AND APPROPRIATION20. AMOUNT19. ACCEPTED AS TO ITEMS NUMBERED

AWARD (To be completed by government)

CODE

X

HCFA-32

FEDERAL HIGHWAY ADMINISTRATION

OFFICE OF ACQUISITION AND GRANTS MANAGEMENT

HCFA-32

1200 NEW JERSEY AVENUE, SE

WASHINGTON DC 20590

Hector.Santamaria@dot.gov with cc to Samantha.Reizes@dot.gov 12:00 PM (ET)

Hector R. Santamaria 202

C. E-MAIL ADDRESS

hector.santamaria@dot.gov493-2402

PAGE(S)

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

STANDARD FORM 33 (Rev. 9-97)

Prescribed by GSA - FAR (48 CFR) 53.214(c)

09/11/2018

X X X X X X X X

X

X

X X X

Stephanie D. Curtis

0 hard copies

08/09/18 HITJ18L0033PR

RFP NO. 693JJ318R000030

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 IDIQ MINIMUM AND MAXIMUM CONTRACT AMOUNTS

This is an Indefinite Delivery/Indefinite Quantity (IDIQ) contract utilizing Firm-Fixed-Price (FFP), Time and Materials/Labor Hour (TM/LH), or a hybrid of both Task Order (TO) types in accordance with FAR 16.500.

TOs awarded under this contract will fall into one of the following two categories:

(1) At Cost to the Government: “At Cost” TOs 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 TO, the base contract award, and the Federal Acquisition Regulation (FAR).

(2) No Cost to the Government: “No Cost” TOs will be issued by the Federal Government with $0 funding (i.e., no Federal funds). The 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 IDIQ contract or the FAR.

During the term of the contract, the Government guarantees award of At Cost TOs totaling a minimum of $20,000 under this contract. The maximum amount of all At Cost TOs issued by the Government shall not exceed a ceiling of $11,250,000 in total cumulative value across all multiple-award contracts awarded by the Government for the subject services.

No minimum or maximum values are established for No Cost TOs. See Section G for further information on TOs.

B.2 SCHEDULE OF RATES FOR TIME AND MATERIALS/LABOR HOUR

Labor categories and hourly labor rate ceilings governing TM/LH TOs (both At Cost and No Cost TOs) under this IDIQ contract shall conform to Attachment J.1.

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 TOs.

NOTE TO OFFERORS: Price proposals shall adhere to the pricing structure established in Attachment J.1 and instructions in Section L. Resulting IDIQ contracts will include Attachment J.1 with the accepted Contractor loaded labor rates inserted in the pricing table.

SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C.1 BACKGROUND

The Build America Bureau (the Bureau), an office within the United States Department of Transportation (USDOT) Office of the Under Secretary for Policy, administers the Transportation Infrastructure Finance and Innovation Act (TIFIA) credit program and the Railroad Rehabilitation and Improvement Financing (RRIF) credit program. TIFIA and RRIF (together, the Credit Programs) provide (secured) direct loans, loan guarantees, and standby lines of credit to borrowers seeking to develop major surface transportation projects, railroad projects, port projects and transit-oriented development projects. For TIFIA, over $1.435 billion has been authorized through fiscal year 2020 for TIFIA credit assistance, enabling $35 billion in infrastructure development. A wide range of surface transportation infrastructure is eligible for TIFIA credit assistance, including highways, passenger and freight rail, public transit, intermodal freight facilities, international bridges and tunnels, ports, transit-oriented development and the capitalization of a rural projects fund within a state infrastructure bank. To date, the TIFIA program has provided $28.3 billion in credit assistance to support more than $102.5 billion in transportation infrastructure investments to help build 72 major transportation projects around the country. For RRIF, up to $35.0 billion has been authorized for RRIF credit assistance. To date, the RRIF program has provided $5.1 billion in credit assistance to help build 36 rail projects around the country.

Further information about the Credit Programs can be found at https://www.transportation.gov/buildamerica.

C.2 OBJECTIVE

The objective of this IDIQ contract is to provide financial advisory services in the surface transportation infrastructure finance area to support the activities of the Bureau. The Contractor shall serve as the external financial advisor for the Bureau, on both At Cost TOs or No Cost TOs.

Typically, the Bureau retains external financial advisors for each letter of interest or draft application for credit assistance received. In addition, external financial advisors may be used for portfolio management matters (e.g., large amendments, restructurings), as well as for other internal projects (e.g. training of Bureau staff).

C.3 SCOPE OF WORK

The Contractor shall perform financial advisory services necessary to support the Bureau’s activities. Activities will include due diligence, credit analysis (project/public/corporate), financial structuring, negotiating, financial modeling, and preparing comprehensive credit reports. This work may pertain to a specific project transaction, portfolio management actions or non-project matters (e.g. training of Bureau staff). All work under this contract shall be performed through the issuance of (a) At Cost TOs where the Bureau is the client and the Bureau pays the advisory fees and expenses or (b) No Cost TOs where the Bureau is the client and the applicant (or its affiliate) pays the advisory fees and expenses (See Section G). The majority of https://www.transportation.gov/buildamerica

TOs issued under the IDIQ contract will be issued in the latter manner. The Contractor shall furnish all necessary labor, materials, facilities, and supervision to perform all technical, non-personal services necessary to support of the Bureau.

C.4 TASK REQUIREMENTS

Specific work to be performed will be set forth under individual TOs in one or more of the following Task Areas. When a TO is awarded, the Contractor shall perform in accordance with the requirements of the work statement. The Contractor shall be able to perform the TO requirements in all of the following Task Areas:

NOTE TO OFFERORS: A proposal shall demonstrate that the Contractor’s team is capable of performing in all Task Areas. The Contractor’s team includes the prime Contractor and any subcontractors.

TASKS AREA A- CREDIT ANALYSIS

• Evaluate the project’s plan of finance and underlying economics, including a detailed assessment of the project’s cash flow, and provide an overall determination of the project’s creditworthiness. This could include the review/analysis of the Project economics, including, but not limited to: an assessment of the reasonableness of assumptions related to revenue (toll revenues/availability payments/freight revenue/ sales tax collections etc.), capital and operations and maintenance expenditure forecasts, other costs, and reserve mechanisms proposed to set aside funding for these expenses.

• For corporate and public borrowers, as well as key counterparties, analyze their credit and their ability to honor their obligations under the loan agreement. This should include an assessment of both:

o Financial risk (quantitative) by analyzing the borrower/counterparties’ historical financial information and how the proposed financing will impact leverage.

o Business Risk (qualitative) considering various factors including management structure, overall competitive position, corporate experience and structure.

• Review the contractual structure being proposed to develop, operate and maintain the project.

• Review other project risks, including reasonableness of the construction schedule, ability of the project to withstand unexpected cost escalations or revenue downturns and the ability of the borrower to manage such risks.

• Evaluate the proposed legal structure for repayment of the proposed loan, including flow of funds, lien status, debt service coverage requirements, rate covenants, reserve funds, other current and potential obligations, etc., as applicable.

• Review the supporting documentation submitted by the Borrower or project sponsors and the underlying project documents to identify any other issues that may affect the financial viability of the project and to determine the adequacy of financial provisions.

TASKS AREA B- COLLATERAL APPRAISAL

• Identify and list collateral (if any) being pledged by the Borrower to secure the proposed financing and provide an appraisal by a qualified appraiser. Appraisals shall be calculated at the net liquidation value or going concern value, as appropriate. Any appraisals must conform to the Uniform Relocation Assistance and Real Property Acquisition Policies Act of

1970, as amended, 42 USC 4601 and DOT’s implementing regulations 49 CFR Part 24 if applicable.

TASKS AREA C- FINANCIAL MODELING

• Review the financial model provided by the borrower/sponsor to ensure it is logically constructed, consistent with best practice, incorporates key assumptions, and accurately reflects the project’s financing structure.

• Assess the model’s capability for evaluating alternative scenarios and stress testing and its adequacy to meet Bureau’s requirements. For certain projects, the Bureau may require that its financial advisor to develop an independent model with the ability to evaluate alternative financial structures, run sensitivities and scenarios.

• Perform detailed financial calculations and establish ratios related to the overall financial structure of the transaction. These calculations shall include, as appropriate, measures of liquidity and financial strength such as coverage ratios, debt capacity, alternative repayment structures, sensitivity analysis, stress testing and other tests.

• Prepare amortization schedules for the proposed Bureau credit instrument showing debt service coverage for all debt obligations, including senior debt and the TIFIA/RRIF loan, under alternative scenarios.

TASKS AREA D-FINANCIAL STRUCTURING / NEGOTIATING

• Recommend credit protections to strengthen the overall creditworthiness of the project, including, but not limited to, reserve funds, coverage requirements, cash sweeps, and financial covenants. Provide guidance as to current market trends and practices.

• Perform financial analyses in support of the negotiations, including undertaking sensitivity analysis for different financial terms and scenarios.

• Advise in negotiating commercial and financial terms of the legal agreements to be executed by the Bureau and the Borrower or other project and finance counterparties. Support the Bureau team in all other negotiations related to the loan documentation, as needed.

TASKS AREA E- CREDITWORTHINESS REPORTING

• Submit a comprehensive report to the Bureau on the creditworthiness of the borrower/project, including a detailed risk analysis, recommendations (and suggested modifications to the credit metrics, if applicable) on the proposed structure of the transaction, potential alternative structures for the financial plan, and terms/conditions of the credit.

• Following submission of the complete application from the borrower, submit an updated report to the Bureau supplementing the report on the creditworthiness of the project highlighting any changes in the financial plan for the project (or any other relevant information) since the last report was submitted and its impact on the project’s creditworthiness.

• If included in the relevant TO, submit (in the form designated by the Bureau) a summary of the credit including the relevant terms and conditions to the Bureau Credit Program.

TASKS AREA F- CLOSING

• Review the final model, confirm it includes the correct interest rate(s), certify that it is functional, reflects the deal as documented in the loan agreement(s), and correctly produces the required schedules to be included in such agreements.

TASKS AREA G- PORTFOLIO MANAGEMENT

• Perform tasks (as appropriate) from the above in connection with major loan agreement amendments or waivers. This work may include analysis of the impact of any proposed amendments/waivers to the senior and/or TIFIA credit agreements, the review of updated cash flow projections and financial models, and the review of related documents, including financial statements.

TASKS AREA I- OTHER BUREAU MATTERS

• Attend meetings in Washington, D.C. (and elsewhere in the United States as the Bureau determines is necessary and appropriate) and participate in conference calls involving USDOT (including the Bureau Credit Program staff, USDOT in-house counsel and outside advisors) and the borrower, as necessary.

• Provide additional analysis, as may be required, that could be incorporated into briefing memoranda prepared by the Bureau credit team making recommendations to appropriate USDOT authorities on the credit.

• Provide a training session (with training materials, e.g., PowerPoint deck) to the Bureau team, on topics determined in consultation with the Contracting Officer’s Representative

(COR).

C.5 CONTRACT LEVEL REQUIREMENTS

C.5.1 KICK-OFF MEETING

The Contractor shall attend a kick-off meeting within three weeks of the contract award. The objective of this meeting is to introduce attendees to Bureau staff, provide an opportunity for Contractors to meet with the Contracting Officer (CO) and/or Contract Administrator, define roles and responsibilities, and respond to questions. Contractor Key Personnel and Bureau Team Members shall attend this meeting.

NOTE TO OFFERORS: The kick-off meeting may be in-person or virtual.

C.5.2 IDIQ PROGRESS REPORTS

The Contractor shall submit an electronic copy (2016 or higher Microsoft Office or PDF) of a contract level consolidated monthly progress report to the CO and/or Contract Administrator, and the COR, by the 10th of the month following the calendar month being reported. The report shall provide, for all active At Cost TO and No Cost TO under the contract, a summary that includes at a minimum:

(a) Task order number, TO title, TO type (i.e., FFP or TM), period of performance, designation as At Cost to the Government or No Cost to the Government.

(b) A description of any problem encountered or anticipated that will affect the completion of any individual TO within the time and fiscal constraints as set forth in the TO, together with recommended solution to such problem; or, a statement that no problem was encountered.

(c) For TM/LH only, a tabulation of the planned, actual and cumulative person-hours expended by the personnel identified in each TO.

(d) For TM/LH only, a chart showing:

i. Current and cumulative expenditures versus planned expenditure for each TO.

ii. Cumulative expenditures versus obligated funds.

(d) A summary on a task by task basis for all work under the specific TO that includes:

i. A clear and complete account of work performed on each task and an outline of the work to be accomplished during the next reporting period.

ii. Identified risks.

iii. Plan to mitigate identified risks.

iv. Project schedule status based on opinion of the Program Manager (PM), shown as red (major delays and significant impact overall), yellow (slight delay to schedule but minimum impact overall), and green (on schedule).

(e) For TOs that the period of performance has expired and/or the technical requirement have been completed, the Contractor shall include a statement indicating this status.

SECTION D - PACKAGING AND MARKING

D.1 PACKAGING

Preservation, packing, and packaging of items for shipment shall be in accordance with best commercial practices and adequate for acceptance by common carrier for safe transportation at the most economical rates.

D.2 SHIPMENT AND MARKING

The Contractor shall clearly mark each shipment and all information submitted to the CO and COR with the company name, the contract number, TO number (if applicable), and as appropriate the item identification, quantity of items, and notice of partial or final delivery.

D.3 F.O.B. POINT

The F.O.B. point for any hard copy submittals and delivered items, unless otherwise directed by the Government shall be:

Build America Bureau

U.S. Department of Transportation 1200 New Jersey Ave, SE Room number: Designated by letter at award Washington, DC 20590 Attn: COR designated by letter at award

SECTION E - INSPECTION AND ACCEPTANCE

E.1 CLAUSES INCORPORATED BY REFERENCE

52.246-4 INSPECTION OF SERVICES - FIXED-PRICE. (AUG 1996)

52.246-6 INSPECTION - TIME-AND-MATERIAL AND LABOR-HOUR. (MAY 2001)

E.2 INSPECTION AND ACCEPTANCE

All work hereunder shall be subject to review by the Government. Delivery of deliverable items shall not constitute acceptance. The COR is responsible for inspection and acceptance of all deliverables and services.

E.3 ACCEPTANCE CRITERIA

Certification by the COR or CO of satisfactory services provided is contingent upon the Contractor performing in accordance with the terms and conditions of the contract, any task orders issued, and all modifications.

SECTION F - DELIVERIES OR PERFORMANCE

F.1 CLAUSES INCORPORATED BY REFERENCE

52.242-15 STOP-WORK ORDER. (AUG 1989)

52.242-17 GOVERNMENT DELAY OF WORK. (APR 1984)

52.247-34 F.O.B. DESTINATION. (NOV 1991)

F.2 PERIOD OF PERFORMANCE

The period of performance under this IDIQ contract (for the purposes of placing orders) is five years from the effective date of the contract. TOs may be issued up to the final day of the contract period of performance provided that the TO can be completed in accordance with FAR 52.216-22. There are no option periods under the contract. Options may be used for TO performance.

F.3 METHOD OF DELIVERY

Electronic copies shall be delivered using 2016 Microsoft (MS) Office suite of tools (for example, MS Word, MS Excel, MS Powerpoint, MS Project, Or MS Access format) version 2016 or later, unless otherwise specified by the COR. Electronic submission shall be made via email, unless otherwise agreed to by the COR.

F.4 DELIVERABLE/DELIVERY SUMMARY (IDIQ)

SOW Reference Contract Deliverable Due Date Format C.5.2 IDIQ Progress

Reports 10th of every Month Electronic 2016 or higher MS Word, Excel, or PDF.

NOTE: TO deliverables and performance standards will be specified in each TO.

F.5 PLACE OF DELIVERY

All TO deliverables shall be delivered to the COR. The monthly progress reports shall be delivered electronically to the Contract Specialist/Administrator and the COR.

F.6 PLACE OF PERFORMANCE (TASK ORDER SPECIFIC)

Unless otherwise designated at the TO level, the Contractor shall perform most the work at the Contractor’s facility.

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 CONTRACT ADMINISTRATION DATA

The Contractor shall provide sufficient management to ensure that this contract is performed efficiently, accurately, on time, and in compliance with the requirements of this document.

Specifically, the Contractor shall designate a single Program Manager (PM) to oversee this IDIQ contract and supervise staff assigned to this IDIQ contract.

The Contractor shall provide all personnel, supplies, facilities, transportation, materials, supervision, and other items and non-personal services necessary to meet the requirements of the individual TOs.

G.2 CONTRACTING OFFICER’S AUTHORITY

The CO is the only person authorized to make or approve any changes in any of the requirements of this contract, and, notwithstanding any provisions contained elsewhere in this contract, the said authority remains solely in the CO. In the event the Contractor makes any changes at the direction of any person other than the CO, the change will be considered to have been made without authority and no adjustment will be made in the contract terms and conditions, including price.

Contracting Officer’s Address:

USDOT Federal Highway Administration 1200 New Jersey Avenue, SE Room: E62-204 – Mail Code: HCFA-32 Washington, DC 20590

G.3 CONTRACTING OFFICER’S REPRESENTATIVE AND TASK ORDER COR

(a) The CO is the only individual authorized to enter into or terminate this contract, modify any term or condition of this contract, waive any requirement of this contract, or accept nonconforming work delivered under this contract.

(b) The CO shall designate a COR by written notice to the Contractor. The COR’s responsibilities shall include technical monitoring of the Contractor’s performance and inspecting and accepting deliveries under the contract.

As needed, the CO may appoint a Task Order Contracting Officer’s Representative (TOCOR). The TOCOR’s responsibilities shall include technical monitoring of the contractor’s performance as well as inspecting and accepting deliveries under specified TO(s). Any changes to the TOCOR delegation will be made in writing. Notification of any changes will be provided to the contractor and COR.

(c) The COR and, if designated, the TOCOR are not authorized to perform, formally or informally, any of the following actions:

(1) Promise, award, agree to award, or execute any contract, contract modification, or notice of intent that changes or may change this contract;

(2) Waive or agree to any modification of the delivery schedule;

(3) Make any final decision on any contract matter subject to the Disputes Clause;

(4) Terminate, for any reason, the Contractor’s right to proceed, or issue any order causing the Contractor to stop work; or

(5) Obligate in any way, the payment of money by the Government.

(d) The Contractor shall comply with the written or oral direction of the CO or authorized representative(s) acting within the scope and authority of the appointment memorandum. The Contractor need not proceed with direction that it considers to have been issued without proper authority. The Contractor shall notify the CO in writing, with as much detail as possible, when the COR or TOCOR has taken an action or has issued direction (written or oral) that the Contractor considers to exceed the COR or TOCOR’s appointment, within 3 days of the occurrence. Unless otherwise provided in this contract, the Contractor assumes all costs, risks, liabilities, and consequences of performing any work it is directed to perform that falls within any of the categories defined in paragraph (c) prior to receipt of the CO’s response issued under paragraph (e) of this clause.

(e) The CO shall respond in writing within 30 days to any notice made under paragraph (d) of this clause. A failure of the parties to agree upon the nature of a direction, or upon the contract action to be taken with respect thereto, shall be subject to the provisions of the Disputes clause of this contract.

(f) The Contractor shall provide copies of all correspondence to the CO and the COR and

TOCOR, if applicable.

(g) Any action(s) taken by the Contractor, in response to any direction given by any person acting on behalf of the Government or any Government official other than the CO or the COR acting within his or her appointment, shall be at the Contractor’s risk.

G.4 TASK ORDER PROCEDURE

The following ordering procedures apply to all TOs issued by the Government under this contract, inclusive of both types of orders: (1) At Cost to the Government and (2) No Cost to the Government. Fair opportunity for all TOs will be given to all awardees unless an exception applies in accordance with FAR 16.505(b)(2).

Any supplies/services to be furnished under this contract will be ordered by issuance of written

TOs. TOs shall be issued in accordance with FAR 52.216-18, 52.216-19, and 52.216-22 (See Section I).

In addition:

(a) Only an authorized FHWA CO can issue a TO for this contract.

(b) All TOs are subject to the terms and conditions of the contract. In the event of conflict between a TO and the contract, the contract will take precedence.

(c) All costs associated with preparation, presentation, and/or discussion of the Contractor’s

TO proposal shall not be billable as direct contract expenses.

(d) The CO or Contract Specialist will issue Task Order Proposal Requests (TOPRs) to the

Contractor(s).

(e) The TOPR may be placed by written communications or electronic means. Each TOPR will indicate the TO type, the due date for proposal submission, any special requirements, and the selection criteria.

(f) Upon receipt of a TOPR, the Contractor shall prepare and submit a written TO proposal within the timeframe specified for submission. The TO proposals shall be in accordance with the instructions of the TOPR. In lieu of submitting a TO Proposal, if the Contractor is not able or elects not to compete for a specific TO, the Contractor must state so in writing to the CO and/or Contract Specialist.

(g) The Contractor’s proposal shall conform to the requirements and instructions to offerors set forth in the TOPR.

(h) The Contractor shall not commence work on a TO without written authorization from the

CO.

G.4.1 PLACEMENT OF ORDERS

The Contractor shall provide goods and/or services under this contract only as directed in orders issued by an authorized CO.

(a) Upon selection/acceptance of a TO proposal, the CO shall execute a TO. The TO award will contain, as a minimum, the following information:

(i) Name and signature of CO

(ii) TO Number and Contract Number

(iii) Effective Date of TO

(iv) TO subject and description of Work (including deliverables/schedule)

(v) Period of Performance

(vi) Total Amount of TO (for At Cost TO only)

(vii) Accounting Data for TOs issued At Cost to the Government; or a statement that the TO is issued at No Cost to the Government with costs to be paid by the applicant or its affiliate.

(viii) Reporting Requirements

(ix) Key Personnel

(b) In accordance with FAR 52.216-18, Ordering, the following individuals (or activities) are authorized to place orders against this contract:

• FHWA COs

G.5 TASK ORDERS ISSUED AT NO COST TO THE GOVERNMENT

NOTE TO OFFERORS: It is anticipated that most TOs issued under the IDIQ contracts will be issued at no-cost to the Government.

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

On each No Cost TO (i.e., Applicant-Pays Bureau Representation), the Contractor shall execute its own engagement letter with the applicant (or its affiliate). The Contractor shall provide a draft of the sponsor payment letter to the COR and CO 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 or the borrower or their affiliate, as applicable, will pay the

Contractor’s costs and expenses in connection with the Applicant-Pays Bureau 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 the Bureau 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 cost and expenses;

(iv) name the staff expected to work on the No Cost TO and designate a staff lead who will have primary responsibility for such representation;

(v) state that the correctness and completeness of the costs and expenses invoiced by the Contractor shall be determined through the statements submitted to and verified by the Bureau;

(vi) include an undertaking by the Contractor to submit bills for its costs and expenses to the applicant (or its affiliate) on a monthly basis (or other frequency of payment), with each bill including (a) a summary description of the services rendered, (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 Bureau 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 and CO for all purposes and they will not amend, modify, alter, or change in any way this sponsor payment letter prior to notifying the CO and COR and submitting any amendment, modification, alteration, or change to the Sponsor Payment Letter to the COR and CO.

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 Bureau Representation.

During the course of the Applicant-Pays Bureau 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 the Bureau’s objectives in connection with an Applicant-Pays Bureau Representation.

G.6 AGENCY TASK ORDER OMBUDSMAN

The CO’s selection decision on each TO request shall be final and is not subject to protest, except for a protest that the TO increases the scope, period, or maximum value of the contract.

Accordingly, in accordance with FAR 16.505 (b) (5), an ombudsman has been appointed to hear and facilitate the resolution of contractor’s concerns resulting from TO award. The existence of the ombudsman does not diminish the authority of the CO. Further, the ombudsman does not participate in the evaluation of the proposals or the adjudication of formal contract disputes.

Therefore, before consulting with the ombudsman, interested parties must first address their concerns, issues, disagreements and/or recommendations to the CO for resolution.

If the CO cannot make resolution, interested parties may contact the FHWA ombudsman at the following address:

United States Department of Transportation Federal Highway Administration Office of the Chief Financial Officer

1200 New Jersey Avenue, SE, E62-204 Washington, DC 20590 Attention: Brian Bezio, Competition Advocate

G.7 INVOICES

Task Orders Issued At Cost to the Government For TOs issued At Cost to the Government, the Contractor shall submit invoices and required supporting documents electronically via e-mail to the following e-mail address: 9-AMC-AMZ- FHWA-Invoices@faa.gov.

(a) A separate invoice shall be submitted for each TO under this contract.

(b) Invoices shall be submitted no more frequently than monthly. Final invoices shall be submitted within 30 days after delivery or performance of work.

(c) Include the invoice and supporting documents in the email as an attached PDF document.

(d) Include in the e-mail subject line the following:

(1) Invoice No.

(2) TO number

(3) Name of your Company/Organization

(4) Attention: Contract Specialist’s name

Example: Invoice No. 35 – 693JJ9F00033– Contractor Name – Attention: Contract Specialist

If the invoice and supporting documents exceed 8 MB as an e-mail attachment, the Contractor must select one of the other submission options presented below:

Invoices submitted via an overnight service must use the following physical address:

MMAC

FHWA/AMZ-150

6500 S. MacArthur Blvd Oklahoma City, OK 73169 Attention: Contract Specialist Express Delivery Point of Contact: Lead Accounting Technician, HQ Room 291

Invoices may be submitted via regular U.S. Postal Service to the following address:

Federal Highway Administration Markview Processing P.O. Box 268865 Oklahoma City OK 73126-8865 Attention: Contract Specialist mailto:9-AMC-AMZ-FHWA-Invoices@faa.gov mailto:9-AMC-AMZ-FHWA-Invoices@faa.gov

An invoice submitted to an address other than those identified will be returned to the vendor as non-conforming.

(f) Documentation shall include:

(1) Name and address of the Contractor.

(2) Invoice number, invoice date, and TO number.

(3) TO number and title.

(4) Period of work billed.

(5) Amount billed, by CLIN if applicable, under the TO.

(6) Hours expended per individual under the TO (for TM/LH TOs).

(7) Total amount of billing and cumulative total billed for all work under the TO.

(8) Name, title, phone number, and mailing address of person to be contacted in the event of a defective invoice.

(9) Name of the CO.

Task Orders Issued at No-Cost to the Government For TOs issued at no-cost to the Government, the Contractor shall submit invoices and required supporting documents electronically via e-mail to the CO and the COR.

(a) A separate invoice shall be submitted for each TO under this contract.

(b) Invoices shall be submitted no more frequently than monthly. Final invoices shall be submitted within 30 days after delivery or performance of work.

(c) Include the invoice and supporting documents in the email as an attached PDF document.

(d) Include in the e-mail subject line the following:

(1) Invoice No.

(2) TO number

(3) Name of your Company/Organization

(4) Attention: Contract Specialist’s name

Example: Invoice No. 35 – 693JJ9F00033– Contractor Name – Attention: Contract Specialist

If the invoice and supporting documents exceed 8 MB as an e-mail attachment, the Contractor must submit the invoice and supporting documents via mail or courier service to the address of the COR listed in the TO award.

(f) Documentation shall include:

(1) Name and address of the Contractor.

(2) Invoice number, invoice date, and TO number.

(3) TO number and title.

(4) Period of work billed.

(5) Amount billed, by CLIN/Task as applicable, under the TO.

(6) Hours expended per individual under the TO (for TM/LH TOs).

(7) Total amount of billing and cumulative total billed for all work under the TO.

(8) Name, title, phone number, and mailing address of person to be contacted in the event of a defective invoice.

(9) Name of the CO.

G.8 PAYMENT

For At Cost FFP TOs, unless otherwise specified in the individual TO, the Contractor may request payment for the FFP specified in the TO upon the Government’s acceptance of all work under that TO. Determination of satisfactory completion and acceptance of the work under the TO will be made by the CO. Proportional payments may be made based on an established Milestone Payment Schedule for work performed and accepted.

For TM/LH, both At Cost and No Cost TOs, the Contractor may request payment on a monthly basis for work performed during the preceding reporting period. The Contractor shall invoice in accordance with the established labor categories. In the case of At Cost TOs, costs shall not exceed the TO obligated funding amount. The Contractor shall provide sufficient detail, including fully burdened labor rates and hours worked, to support the invoice. Allowable materials costs, including travel expenses, shall be reimbursed at cost. Inclusion of indirect burden amounts on materials, including travel, is not allowable. For allowable reimbursable travel and material line item costs, the Contractor shall provide sufficient supporting documentation to support costs incurred to include vendor receipts. See FAR 52.232-7 Payments Under Time-and-Materials and Labor-Hour Contracts.

G.9 NOTIFICATION OF EXPENDITURE OF FUNDS

For At Cost TM/LH TOs issued, the Contractor shall notify the Contract Specialist and COR in writing, within five (5) calendar days, when costs incurred exceed 75% of the obligated funds.

NOTE: In the case of TOs issued At Cost, the Contractor shall not accrue costs in excess of the amount funded under a TM/LH TO. Any work performed in excess of the amount funded is at the Contractor’s own risk.

G.10 TRAVEL AND PER DIEM (APPLICABLE TO AT COST TOs ONLY)

For At-Cost TOs, travel and per diem will be reimbursed in accordance with the FAR and the applicable Federal Travel Regulations in effect at the time of the travel. The Contractor shall invoice in accordance with FAR 31.205-46, Travel Costs, and Federal Travel Regulations, and must submit documentation of all travel costs. The Government is only obligated to pay reasonable costs, and without proper justification, charges will be reduced or eliminated as being unreasonable. Any costs deemed unreasonable will be disallowed and deducted from the invoice.

For all TOs (At-Cost and No-Cost), travel shall be based on the most economical form of transportation available only. This includes using connecting rather than direct flights, and reasonable efforts to insure the most economical flights or train routings are secured. If economy class transportation is not available, the invoice must include justification for use of higher class travel indicating dates, times, and flight numbers.

For all TOs, use of a rental car shall always be justified, and their use is to be the exception rather than the rule. Alternate methods of local travel shall be used whenever possible such as hotel or airport shuttles and taxies. If using a rental car, your justification must include: the distance from the airport to the hotel and then to the training site, also the name, phone number, and cost of a shuttle service, or statement that none are available.

For all TOs, personal convenience or “club” membership is not a justification for higher airfares, rental cars or the choice of airlines or hotels. The Contractor shall always attempt to receive the Government rate for auto rentals and hotel rooms. Authorization letters will be issued to travelers upon request.

G.11 SUBCONTRACTS – ADVANCE NOTIFICATION AND CONSENT

Under this contract, the requirement of FAR 44.2, Consent to Subcontracts, has been fulfilled for the following subcontracts:

(a) [APPROVED SUBCONTRACTOR(S) NAME(S)]

Any future change or revision to the Statement of Work or other applicable aspects of this contract shall include the subcontract(s) only to the extent that performance of the subcontract(s) is directly affected by the change or revision.

G.12 TECHNICAL DIRECTION

Performance of the work under this contract is subject to the technical direction of the COR. The CO may also appoint a TOCOR to provide Technical Direction related to specific TOs under this IDIQ contract.

The term “Technical Direction” is defined to include, without limitation, the following:

(a) Direction to the Contractor which redirects the efforts, shifts work emphasis between work areas, requires pursuit of certain lines of inquiry, fills in details or otherwise serves to accomplish the statement of work;

(b) Provision of information to the Contractor that assists in the interpretation of drawings, specifications or technical portions of the work description; and,

(c) Review and approval/rejection of technical reports, drawings, specifications and technical information to be delivered by the Contractor.

All Technical Direction must be within the general scope of work stated in the contract and TO.

The COR and TOCOR do not have the authority to and may not issue any Technical Direction that:

(a) constitutes an assignment of additional work outside the general scope of the base contract;

(b) constitutes a change as defines in the base contract clause entitled “Changes”;

(c) in any manner causes an increase or decrease in prices set forth in Section B; or

(d) changes any of the expressed terms, conditions or specifications of the contract.

All Technical Direction must be issued in writing, or shall be confirmed in writing by the COR or TOCOR (if applicable) within 3 working days after issuance. The Contractor shall proceed promptly with the performance of duly issued Technical Directions. However, if in the opinion of the Contractor, the direction issued but the COR or TOCOR is within one of the prescribed categories in (i) through (vi) above, the Contractor shall not proceed, but shall notify the CO in writing, within 3 working days after receipt of any such direction. The CO will determine if the Technical Direction is proper, or if a contract modification would be required to properly implement the direction. Failure of the parties to agree upon the nature of the direction or upon the contract action to be taken with respect thereto shall be subject to the clause included in Section I entitled “Disputes.”

G.13 CONTRACTOR SUPERVISION

For all TOs, the Contractor shall provide total supervision of its staff. Government personnel are not authorized or permitted to supervise any Contractor personnel. The Contractor's PM for this contract shall communicate with the CO and COR to determine the Government's work requirements as set forth in the Statement of Work and shall assure that these requirements are fulfilled. In the event the designed PM is incapacitated due to illness or injury or otherwise is to be removed by the contractor during the contract performance, replacement of the incumbent PM shall be subject to the approval of the CO.

G.14 RESTRICTIONS AND STANDARDS OF CONDUCT

The Contractor's employees shall conduct only business covered by this contract during periods paid for by the Government or Sponsor, as applicable. The Contractor shall not conduct any other business while charging to the contract/TO.

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 CONTRACT START-UP

The Contactor shall be prepared to accept and respond to TO Proposal Requests upon the effective date of the contract.

H.2 REQUIREMENTS FOR IMPLEMENTING SECTION 508 STANDARDS

The following applies to reports or other documents that the Bureau plans to post on a website.

In addition to the work requirements specified in this statement of work, the Contractor shall ensure that all electronic documents meet the requirements of Section 508 of the Rehabilitation Act. See Section 508 of the Rehabilitation Act (http://www.access-board.gov/508.htm) and the Federal IT Accessibility Initiative (Home Page) (http://section508.gov/) for detailed information.

The following standards have been determined to be applicable to this contract:

___X__ 1194.21 Software applications and operating systems.

___X__ 1194.22 Web-based intranet and Internet information and applications.

_______1194.23 Telecommunications products.

______ 1194.24 Video and multimedia products.

______ 1194.25 Self-contained, closed products.

______ 1194.26 Desktop and portable computers.

NOTE: Section 508 Standards do not apply to IDIQ Progress Reports.

The standards are available at http://www.access-board.gov/508.htm. The standards do not require the installation of specific accessibility-related software or the attachment of an assistive technology device, but merely require that the Electronic and Information Technology (EIT) be compatible with such software and devices so that it can be made accessible, if so required by the agency, in the future.

The following paragraphs summarize the requirements for preparing reports in conformance with Section 508 for eventual posting to a Government-sponsored website. If you have further questions, please contact the Government COR listed in this statement of work.

Electronic documents with images:

Provide a text equivalent for every non-text element in all publications prepared in electronic format. Use descriptions (such as, "alt" and "longdesc") for all non-text images or place them in element content. For all documents prepared, vendors must prepare one standard HTML format (as described in this statement of work) AND one text format that includes descriptions for all non-text images. “Text equivalent” means text sufficient to reasonably describe the image. For example, an image that is merely decorative requires only a very brief “text equivalent” description. However, if the image conveys information that is important to the content of the http://www.access-board.gov/508.htm http://section508.gov/ http://www.access-board.gov/508.htm report, then text sufficient to reasonably describe that image and its purpose within the context of the report must be provided.

Electronic documents with complex charts or data tables:

When preparing tables that are heavily designed; provide adequate alternate information so that assistive technologies can read them out. Identify row and column headers for data tables.

Provide the information in a non-linear form. Markup shall be used to associate data cells and header cells for data tables that have two or more logical levels of row or column headers.

Electronic documents with forms:

When electronic forms are designed to be completed on-line, the form shall allow people using assistive technology to access the information, field elements, and functionality required for completion and submission of the form, including all directions and cues.

In addition to the web-ready deliverables, the Contractor shall also furnish the Government all source files for the web-ready deliverables. These include text files in Microsoft Word format and spreadsheet files used for spreadsheets, charts, and graphs, if any, in Microsoft Excel format.

Databases used in conjunction with web-based deliverables shall be in Microsoft Access for use with ColdFusion version 6.0 only. Images shall be in JPEG and/or GIF format only. PDF format pages are acceptable provided they have web-ready HTML format equivalent pages.

H.3 EVALUATION OF CONTRACTOR PERFORMANCE

Interim and final evaluations of Contractor performance will be prepared on this contract in accordance with FAR 42.1502 and TAM 1242.1502.