Amendment_1_RFP_693JJ318R000005.pdf

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693JJ318R000005

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

THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted , such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

x

WASHINGTON DC 20590

HCFA

1200 NEW JERSEY AVENUE, SE

OFFICE OF ACQUISITION & GRANTS MGMT

OFFICE OF THE CHIEF FINANCIAL OFFICER

FEDERAL HIGHWAY ADMINISTRATION

12/08/2017000001

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

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

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

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

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

FACILITY CODE CODE

10B. DATED (SEE ITEM 13)

10A. MODIFICATION OF CONTRACT/ORDER NO.

9B. DATED (SEE ITEM 11)

9A. AMENDMENT OF SOLICITATION NO.

CODE

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

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

PAGE OF PAGES

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

1. CONTRACT ID CODE

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

12/01/2017

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

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

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

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

ORDER NO. IN ITEM 10A.

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

The purpose of this Amendment is to 1) revise the Request for Proposal (RFP) text and 2) add new Attachment J.4 entitled, “Summary of Questions and Answers.” See attached pages.

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

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

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

Hector R. Santamaria

STANDARD FORM 30 (REV. 10-83)

Prescribed by GSA

FAR (48 CFR) 53.243

NSN 7540-01-152-8070

Previous edition unusable

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

Hector.Santamaria Typewritten Text 12/08/2017

RFP NO. 693JJ318R000005

Amendment 1

REVISE the text of the RFP in the sections cited below. Deleted text is shown in strikethrough.

Added text is underlined and highlighted (in yellow). If a Section or paragraph is not listed below, no text changes apply as a result of this amendment. See new Attachment J.4 for additional notes/clarifications to Offerors.

SECTION A- SOLICIATION/CONTRACT FORM (SF 33)

Block 5 of SF 33 (page 1 of RFP). Add:

Issue Date: 12/01/2017

SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

TASK AREA B – LEGAL DOCUMENT DRAFTING AND NEGOTIATION

• Providing a facility in Washington, D.C. to host (including on short notice) in-person negotiation meetings for up to 25 attendees, with break-out rooms, technology capabilities (e.g., teleconferencing, internet access for multiple users and printing capability), and the ability to continue hosting after normal business hours (i.e., until midnight).

TASK AREA D- CLOSING

• Providing a facility to host in-person meetings in Washington, D.C. (including on short notice) closings for up to 25 attendees, with break-out rooms, technology capabilities (e.g., teleconferencing, internet access for multiple users and printing capability), and the ability to continue hosting after normal business hours (i.e., until midnight).

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 Contacting Officer 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 both At Cost TO and No Cost TO under the contract, a summary that includes at a minimum:

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

SECTION G - CONTRACT ADMINISTRATION DATA

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

(a) The Contracting Officer 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 Contracting Officer 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 Contracting Officer 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 task order(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 Contracting Officer 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 Contracting Officer 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 Contracting Officer’s response issued under paragraph (e) of this clause.

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(e) The Contracting Officer 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 Contracting Officer 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 Contracting Officer or the COR acting within his or her appointment, shall be at the Contractor’s risk.

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

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

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.2 REQUIREMENTS FOR IMPLEMENTING SECTION 508 STANDARDS

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

H.5 ORGANIZATIONAL CONFLICT OF INTEREST

Unless the Contracting Officer consents otherwise:

2. Neither Key Personnel nor Bureau Team Members may represent an applicant or borrower (or their affiliates) or any third parties (e.g., underwriters, lenders, bondholders, trustees) in connection with any Bureau matter. However, if the Contractor is not representing the Bureau on a particular Bureau matter (Bureau Matter A), then the Contractor (excluding Key Personnel and Bureau Team Members) may, subject to paragraph (C)(4) below, represent an applicant or borrower (or their affiliates) or any third parties (e.g., underwriters, lenders, bondholders, trustees) in connection with that same Bureau matter (i.e., Bureau Matter A). In each instance, the Contractor shall give the Bureau prompt written notice (but, in any case, not later than the date on which the Contractor becomes aware of the Bureau’s involvement with the matter (i.e., Bureau Matter A)) of such representation (including in such notice the names of those individuals representing the party(ies)), so long as, and only to the extent that, doing so is consistent with the Contractor’s ethical obligations.

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SECTION J - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

Attachment Number

Attachment Title Number of Pages

J.4 Summary of Questions and Answers

SECTION L - INSTRUCTIONS, CONDITIONS, AND NOTICES TO BIDDERS

L.4 WRITTEN PROPOSAL CONTENT AND CONFIGURATION

NOTE TO OFFERORS: No information required in Volume II (Business and Price) shall be included in any part of Volume I.

No information required in Volume III (Business and Price) shall be included in any part of Volume I (Hosting Capability) and Volume II (Technical Merit).

SECTION M - EVALUATION FACTORS FOR AWARD

M.2 EVALUATION CRITERIA

(e) HOSTING CAPABILITY.

Demonstrated having a facility in Washington D.C. with:

• Capacity to host (including on short notice) in-person negotiation meetings and closings for up to 25 attendees;

• Break-out rooms;

• Technology capabilities to include teleconferencing, internet access for multiple users and printing capability; and

• Ability to continue hosting after business hours (i.e., until midnight).

The Hosting Capability will be evaluated on a “Pass/Fail” basis.

RFP No. 693JJ318R000005

Attachment J.4

RFP ATTACHMENT J.4

“Summary of Questions and Answers”

The purpose of this document is to summarize Questions & Answers regarding RFP No.

693JJ318R000005 received from potential Offerors. Questions may have been organized into sections, paraphrased and/or combined for clarity. FAR 52.215-8 Order of Precedence – Uniform Contract Format (OCT 1997) applies.

GENERAL QUESTIONS

1. Question: Will FHWA consider granting an extension to the proposal deadline in light of the holiday season?

FHWA Response: Comment is noted; however, an extension will not be granted.

2. Question: What firm or firms currently serve in this capacity?

FHWA Response: Previously, to meet the Bureau’s needs, the Government awarded seven IDIQ contracts in 2012. The following seven firms (and contract number) are the incumbent contractors: Baker Botts (DTFH61-12-D-00021); Bryant Miller Olive (DTFH61-12-D-00022); Hawkins Delafield & Wood (DTFH61-12-D-00023); Nixon Peabody (DTFH61-12-D-00024); Shearman & Sterling (DTFH61-12-D-00025); Skadden Arps Slate Meagher and Flom (DTFH61-12-D-00026); and Squire Sanders (US), now Squire Patton Boggs (US) (DTFH61-12-D-00027).

3. Question: Does this RFP allow for responses from joint ventures between firms?

FHWA Response: The RFP allows for a firm to serve as a prime contractor with subcontractors. Prime Offerors may use subcontractors in its provision of services.

Therefore, an Offeror may respond to this RFP as the prime contractor and include a firm(s) as a subcontractor(s).

4. Question: What is the estimated yearly legal spend for this project?

FHWA Response: The Government estimates that approximately ten At Cost task orders will be issued per year across all multiple-award contracts resulting from this RFP. Per Section B.1 of the RFP, the maximum amount of all At Cost task orders issued by the Government shall not exceed a ceiling of $14,000,000 in total cumulative value across all multiple-award contracts awarded by the Government over the five-year period of performance. The Government does not have a yearly estimate to provide. No minimum or maximum values are established for No Cost task orders.

QUESTIONS ON SECTION C-STATEMENT OF WORK

5. Question: Will joint proposals from two law firms be accepted? While our firm has the subject matter capability to meet the requirements of all of the RFP’s Task Areas, it does not maintain an office in Washington, D.C. If the firm were to file a RFP response jointly with another law firm that is able to meet the Washington, D.C. office requirement (and some of the substantive Task Area requirements), would that proposal be deemed to meet the Washington, D.C. office requirement or would the proposal be deemed “unresponsive” and eliminated from consideration for award or further evaluation?

FHWA Response: See response to question 3. An Offeror may respond to this RFP indicating a subcontracting relationship with another firm that enabled the Prime Offeror to meet some of the requirements set forth in the RFP.

6. Question: RFP Section C.4. We note that there are several references to previously negotiated or executed documents throughout the Task Areas. While we can review and comment on such documents, we do not customarily opine on historical agreements on which we have not advised. Please clarify whether the Contractor will be expected to opine on previously-negotiated and/or executed legal documents.

FHWA Response: The Contractor will not be expected to provide formal written legal opinions on previously-negotiated and/or executed legal documents. However, the Contractor will be expected to review such documents, evaluate the risks therein, and document its analysis in the form of a written due diligence report, as described in Section C.4.

7. Question: The description of the IDIQ progress reports does not provide for a situation where there are no active/outstanding task orders. Please clarify whether monthly reports will be required if there is no active task order.

FHWA Response: The IDIQ Progress Report on Section C.5.2 is required for active task orders only. The IDIQ Progress Report requirement is applicable to both task order types, At Cost and No Cost. In the event a Contractor does not have any active task orders (i.e., none have been awarded or performance is complete), a progress report will not be required. See revised RFP text.

QUESTION ON SECTION G- CONTRACT ADMINISTRATION DATA

8. Question: Section G.3. The two paragraphs following the numbered clauses in this Section G.3 refer to paragraphs (c), (d) and (e), which do not appear in Section G.3. Can you please direct us to where we might find these paragraphs?

FHWA Response: See revised RFP Section G.3 text for numbered paragraphs.

9. Question: Section G.5. While we understand that the Contractor will assume the credit risk of the applicant for credit assistance and cannot seek reimbursement from the Government under a no-cost task order, please confirm that the Contractor will be entitled to suspend work if the applicant fails to pay its legal fees.

FHWA Response: Correct. However, note that in certain instances (e.g., in public-private partnership deals), the applicant may prefer to defer payment of legal fees until financial closing. Ultimately, the frequency of payment shall be included in the terms of the sponsor payment letter. See Revised RFP text. In the event an applicant fails to pay its legal fees and if deemed appropriate, the Bureau may support the Contractor in obtaining payment of its allowable fees and expenses. If deemed appropriate, the Bureau may require such payment as a closing condition.

QUESTION ON SECTION H- SPECIAL CONTRACT REQUIREMENTS

10. Question: Please confirm whether the Section 508 standards apply to the proposal submitted in response to this RFP.

FHWA Response: Section 508 standards do not apply to the proposal submitted in response to this RFP. Section 508 standards also do not apply to IDIQ progress reports.

QUESTIONS ON SECTION L- PROPOSAL INSTRUCTIONS

11. Question: Section L.4. The first Note to Offerors (page 46) refers to “Volume II (Business and Price)”. Please clarify whether this reference should be to Volume II (Technical Merit) or Volume III (Business and Price).

FHWA Response: The reference is to Volume III (Business and Price). No information required in Volume III (Business and Price) shall be included in any part of Volume I (Hosting Capability) and Volume II (Technical Merit). See revised RFP text.

12. Question: Clarification on Page 47 of RFP – Volume II, Part I, Items A and B: Key

Personnel and Bureau Team Members. Please clarify if “Key Personnel” members are also assumed to provide a significant portion of legal services, or if this is limited only to “Bureau Team Members” only.

FHWA Response: It is not assumed that Key Personnel members will also provide a significant portion of legal services. However, an individual may be both a Key Personnel member and a Bureau Team member if that individual will both (a) manage the IDIQ contract (e.g., in the role as a relationship partner) and (b) provide a significant portion of legal services under the IDIQ contract (as a Bureau Team Member). It is up to the Offeror to propose the staffing approach and identify individuals as Key Personnel and/or Bureau Team Members.

13. Question: Page 50 of RFP – Volume III, Part I, Question B: Labor Rate Chart. The RFP states that “the labor rate tables shall be submitted in Adobe PDF and in an unlocked version of Microsoft Excel (2016)”. Please clarify if the PDF version of the rate chart is to be included with the VOLUME III PDF response and the Excel version is to be submitted as a separate attachment in our email submission, so that there will be four separate attachments in our final email submission:

1. Volume I Submission (PDF version)

2. Volume II Submission (PDF version)

3. Volume III Submission (PDF version –Including the PDF version of the Labor Rate Chart)

4. Labor Rate Chart (Excel version)

FHWA Response: Correct.