RFP_No._693JJ318R000005.pdf

693JJ318R000005

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 61

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 2:00 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)

01/03/2018

X X X X X X X X

X

X

X X X

Stephanie D. Curtis

0 hard copies

RFP NO. 693JJ318R000005

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.

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

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

(2) No Cost to the Government: “No Cost” task orders will be issued by the Federal Government with $0 funding. 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 task orders totaling a minimum of $25,000 under this contract. 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 for the subject legal services as a result of RFP No. 693JJ318R000005.

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

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

Labor categories and hourly labor rate ceilings governing TM/LH task orders (both At Cost and No Cost) 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 task order.

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 Department of Transportation (DOT) 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 legal advisory services in the surface transportation infrastructure finance area to support the activities of the Bureau related to credit assistance requests, portfolio management matters (e.g., large amendments, restructurings), as well as other Bureau matters (e.g., template revisions, training of Bureau staff).

C.3 SCOPE OF WORK

The Contractor shall provide legal advisory professional support services, as needed, in a variety of transportation infrastructure finance topics to support the Bureau’s activities. Potential activities include, but are not limited to, legal research, due diligence, negotiating and documenting individual credit transactions, and the issuance of legal opinions on matters affecting the Credit Programs. This work may pertain to a specific project transaction, portfolio management actions (including bankruptcy, restructuring and reorganization) or non-project matters (e.g., template revisions, training of Bureau staff).

The Contractor shall furnish all necessary labor, materials, facilities, and supervision to perform all technical, non-personal services necessary to support of the Bureau.

https://www.transportation.gov/buildamerica

C.4 TASK REQUIREMENTS

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

NOTE TO OFFERORS: Contractors shall be able to perform in all Task Areas. The Contractor’s team includes the prime Contractor and any subcontractors.

TASK AREA A – GENERAL DUE DILIGENCE

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

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

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

o Project agreements, including concession agreements, construction contracts, operations and maintenance contracts, and related documentation;

o Organizational documents of the borrower (and potentially its affiliates); and o Enabling legislation and other legislation related to the project and the operations of the borrower.

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

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

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

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

TASK AREA B – LEGAL DOCUMENT DRAFTING AND NEGOTIATION

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

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

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

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

o Equity contribution or other private funding agreements;

o Intercreditor agreements;

o Public private partnership concession agreements; and o Project contracts (e.g., direct agreements, construction agreements, operating agreements, lease agreements, real estate development documentation).

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

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

• 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.

NOTE: Food and beverage costs are not allowable meeting expenses for direct reimbursement under this contract and TOs. Costs of meals are allowable as a travel per diem expense for individuals on travel status and pursuant to the Travel clause of this contract.

NOTE TO OFFERORS: Proposals shall demonstrate that the Offeror has offices in Washington, D.C with the required capacity to adequately host in-person meetings. Failure to meet this requirement will result in a proposal being deemed unresponsive and will be eliminated from consideration for award or further evaluation.

TASK AREA C- ADVISING ON COLLATERAL PACKAGE

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

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

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

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

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

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

TASK AREA D- CLOSING

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

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

• Providing the Bureau electronic copies of the final, execution versions (in 2016 or higher

Microsoft Word) and fully compiled, executed versions (in PDF) of the credit agreement and all key financing documents no later than 5 business days after DOT’s execution of the credit agreement.

• Providing the Bureau a closing binder in electronic format (2 USB drives) no later than 60 calendar days after DOT’s execution of the credit agreement.

• Providing the Bureau 2 hardbound closing sets, as directed by the Contracting Officer’s Representative (COR), no later than 60 calendar days after DOT’s execution of the credit agreement.

• If included in the relevant task order, preparing and delivering to the Bureau (in the form designated by the Bureau) a summary of the relevant terms and conditions of the Bureau Credit Program credit arrangements no later than 60 calendar days after DOT’s execution of the credit agreement.

• 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.

NOTE: Food and beverage costs are not allowable meeting expenses for direct reimbursement under this contract and TOs. Costs of meals are allowable as a travel per diem expense for individuals on travel status and pursuant to the Travel clause of this contract.

NOTE TO OFFERORS: Proposals shall demonstrate that the Offeror has offices in Washington, D.C with the required capacity to adequately host in-person meetings. Failure to meet this requirement will result in a proposal being deemed unresponsive and will be eliminated from consideration for award or further evaluation.

TASK AREA E- PORTFOLIO MANAGEMENT

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

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

TASK AREA F- OTHER BUREAU MATTERS

• Ensuring that terms, conditions, covenants, and remedies in DOT credit agreements and related transaction agreements are appropriate for the particular transaction, provide adequate security to the Government, and are consistent with the governing statutes and regulations implementing the Bureau Credit Programs.

• Furnishing analysis that could be incorporated into briefing memoranda making recommendations with regard to the Bureau Credit Program credit instruments.

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

• Providing legal advisory services for revision of the Credit Programs loan agreement templates and related documentation templates (e.g., term sheet templates).

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

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

C.5 CONTRACT LEVEL REQUIREMENTS

C.5.1 KICK-OFF MEETING

The Contractor shall attend a kick-off meeting. The objective of this meeting is to introduce attendees to Bureau staff, provide an opportunity for Contractors to meet with the Contracting Officer 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 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 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, 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 task order within the time and fiscal constraints as set forth in the task order, 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 task order.

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

i. Current and cumulative expenditures versus planned expenditure for each task order.

ii. Cumulative expenditures versus obligated funds.

(d) A summary on a task by task basis for all work under the specific task order 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 task orders 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 with the company name, the contract number, task order 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:

Office of the General Counsel 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. Certification by the Government of satisfactory services provided is contingent upon the Contractor performing in accordance with the terms and conditions of the contract, any task order issued, and all modifications. The COR is responsible for inspection and acceptance of all deliverables and services.

E.3 ACCEPTANCE CRITERIA

Certification by the Government 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. Task orders may be issued up to the final day of the contract period of performance provided that the task order can be completed in accordance with FAR 52.216-22. There are no option periods under the contract. Options may be used for task order performance.

F.3 METHOD OF DELIVERY

Electronic copies shall be delivered using Microsoft (MS) Office suite of tools (for example, MS Word, MS Excel, MS Powerpoint, MS Project, Or MS Access format) version 2010 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)

Task order deliverables and performance standards will be specified in each task order.

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

Reports 10th of every Month Electronic 2010 or higher MS Word, Excel, or PDF.

F.5 PLACE OF DELIVERY

All task order 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 task order level, the Contractor shall perform most the work at the Contractor’s facility. The Contractor may be required to host in-person meetings in the Contractor’s Washington, DC offices as described in Section C.4.

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 contract and supervise staff assigned to this 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

TO.

G.2 CONTRACTING OFFICER’S AUTHORITY

The Contracting Officer 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 Contracting Officer. In the event the Contractor makes any changes at the direction of any person other than the Contracting Officer, 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

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.

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.

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.

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.

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.

The Contractor shall provide copies of all correspondence to the Contracting Officer and the COR and TOCOR, if applicable.

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.4 TASK ORDER PROCEDURE

The following ordering procedures apply to all task orders 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 task orders 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 task orders. Task orders 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 Contracting Officer can issue a task order for this contract.

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

(c) All costs associated with preparation, presentation, and/or discussion of the Contractor’s task order proposal shall not be billable as direct contract expenses.

(d) The Contracting Officer 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 task order 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 task order proposal within the timeframe specified for submission. The task order proposals shall be in accordance with the instructions of the TOPR. In lieu of submitting a Task Order Proposal, if the Contractor is not able or elects not to compete for a specific task order, the Contractor must state so in writing to the Contracting Officer 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 task order without written authorization from the Contracting Officer.

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 Contracting Officer.

(a) Upon selection/acceptance of a task order proposal, the Contracting Officer shall execute task order. The task order award will contain, as a minimum, the following information:

(i) Name and signature of Contracting Officer

(ii) Task Order Number and Contract Number

(iii) Effective Date of Task Order

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

(v) Period of Performance

(vi) Total Amount of Task Order

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

(viii) Reporting Requirements

(ix) Work Plan

(x) 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 Contracting Officers

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

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

The legal fees for task orders 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 Applicant-Pays Bureau Representation, the Contractor is responsible for executing its own engagement letter with the applicant (or its affiliate). The Contractor will provide a draft of the sponsor payment letter to the COR and Contracting Officer for comment prior to execution.

The Contractor shall provide a copy of the final executed letter prior to performing any work.

Such sponsor payment letter shall:

(i) state that the applicant or the borrower or their affiliate, as applicable, will pay the Contractor’s legal fees 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 fees and expenses;

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

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

(vi) include an undertaking by the Contractor to submit bills for its fees and expenses to the applicant (or its affiliate) on a monthly basis, with each bill including (a) a summary description of the services rendered (having due respect for maintaining attorney-client privilege), (b) the name and billing rate of each person who provided services during that period, (c) the total number of hours billed by each person for each service described in (a) and for the billing period as a whole, (d) a list of reimbursable expenses itemized by category, and (e) the total amount of fees and expenses billed by the Contractor to date on the Applicant-Pays 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 for all purposes and they will not amend, modify, alter, or change in any way this sponsor payment letter prior to notifying the COR and submitting any amendment, modification, alteration, or change to the Sponsor Payment Letter to the COR and Contracting Officer.

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

The Contractor assumes the credit risk and dispute risk of the applicant (or its affiliate). The Government has no obligation to pay any of the Contractor’s fees and expenses for any Applicant-Pays 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 Contracting Officer’s selection decision on each task order request shall be final and is not subject to protest, except for a protest that the task order 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 task order award. The existence of the ombudsman does not diminish the authority of the Contracting Officer. 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 Contracting Officer for resolution.

If the Contracting Officer 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 Washington, DC 20590 Location: E62-204 Attention: Brian Bezio, Competition Advocate

G.7 INVOICES

Task Orders Issued At Cost to the Government For task orders 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 task order 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) Task order 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:

mailto:9-AMC-AMZ-FHWA-Invoices@faa.gov mailto:9-AMC-AMZ-FHWA-Invoices@faa.gov

Federal Highway Administration Markview Processing P.O. Box 268865 Oklahoma City OK 73126-8865 Attention: Contract Specialist

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 task order number.

(3) Task Order number and title.

(4) Period of work billed.

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

(6) Hours expended per individual under the task order (for TM/LH Task Orders).

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

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

(9) Name of the Contracting Officer.

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

(a) A separate invoice shall be submitted for each task order 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) Task order 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 task order award.

(f) Documentation shall include:

(1) Name and address of the Contractor.

(2) Invoice number, invoice date, and task order number.

(3) Task Order number and title.

(4) Period of work billed.

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

(6) Hours expended per individual under the task order (for TM/LH Task Orders).

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

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

(9) Name of the Contracting Officer.

G.8 PAYMENT

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

For TM/LH, 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 and, in the case of task orders issued at cost to the Government, prices shall not exceed the task order 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 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.

NOTE: In the case of TOs issued At Cost, the Contractor shall not accrue costs in excess of the amount funded under a Time & Materials task order. Any work performed in excess of the amount funded is at the Contractor’s own risk.

G.9 NOTIFICATION OF EXPENDITURE OF FUNDS

For At Cost TM/LH task orders 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.

G.10 TRAVEL AND PER DIEM

To the extent applicable to the task order, travel and per diem will be reimbursed in accordance with the Federal Acquisition Regulation and the applicable Federal Travel Regulations in effect at the time of the travel. For TM/LH task orders issued at cost to the Government, 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. 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.

Any costs deemed unreasonable will be disallowed and deducted from the invoice.

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. The Government is only obligated to pay reasonable costs, and without proper justification, charges will be reduced or eliminated as being unreasonable.

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 Contracting Officer may also appoint a TOCOR to provide Technical Direction related to specific Task Orders 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 task order. 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 Contracting Officer in writing, within 3 working days after receipt of any such direction. The Contracting Officer 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

The Contractor shall provide total supervision of its staff. Government personnel are not authorized or permitted to supervise any Contractor personnel. The Contractor's Program Manager for this contract shall communicate with the 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 Contracting Officer.

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 and shall not conduct any other business on Government premises while charging to the contract. Contractor personnel shall abide by the normal rules and regulations applicable to the Government premises, including any applicable safety and security regulations.

G.15 GOVERNMENT LIABILITY

The Government cannot indemnify the Contractor or its subcontractor(s) from liability as a result of the performance of work under this contract. Therefore, the Contractor shall obtain adequate property, vehicle and liability insurance during the entire period of performance, as appropriate, in accordance with the clause at FAR 52.228-7, which is incorporated into this contract in Section I. Evidence of such insurance must be submitted to the Contracting Officer as a condition of award.

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 CONTRACT START-UP

The Contactor shall be prepared to accept and respond to Task Order 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.