DRAFT_RFP_for_Market_Demand_IDIQ.pdf

DRAFT RFP for Market Demand IDIQ

OFFICE OF ACQUISITION AND GRANTS MANAGEMENT

NOTE: THIS IS NOT A REQUEST FOR PROPOSALS. THE GOVERNMENT WILL NOT

MAKE AN AWARD AS A RESULT OF THIS NOTICE AND/OR THE INTERESTED

OFFEROR’S RESPONSE.

This DRAFT RFP is issued for information and planning purposes only in accordance with FAR

15.201. The objective of this draft solicitation is to identify and resolve concerns regarding the acquisition strategy, including proposed contract terms and conditions; the statements of work;

the suitability of the proposal instructions and evaluation criteria; and any other industry concerns or questions. This draft RFP does not constitute a request for proposals (RFP), nor does the issuance restrict the Government’s acquisition approach. This draft RFP is subject to change.

The Government welcomes questions, comments, and feedback on this draft solicitation. Any response will remain internal and will only be seen/used by FHWA. Comments will be reviewed by the CO and Program Office only, and may be used to resolve issues in the draft RFP, and develop a final version of this document. Responders are advised that the Government will not pay for any information or administrative cost incurred in response to this notice. Response to this notice is strictly voluntary and will not affect any potential vendor’s ability to submit a proposal if a RFP is released. The Government will not make an award on the basis of this notice and any response. The Government will not advise offerors about their potential to be viable competitors.

Any response to this draft solicitation is due no later than 10:00am (ET) on Thursday, November 8, 2018 Responses shall be submitted via email to:

Contracting Officer: Hector.Santamaria@dot.gov mailto:Hector.Santamaria@dot.gov

“Frequently Asked Questions”

This document is issued for information and planning purposes to clarify potential questions and concerns with regards to this draft solicitation. This document does not constitute a request for proposals (RFP), nor does the issuance restrict the Government’s acquisition approach. The

Government will not make an award as a result of this notice and/or the interested offeror’s response.

GENERAL QUESTIONS

1. Question: Would a common law joint venture be allowed to respond to this RFP?

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).

2. Question: Is there an incumbent contractor(s) currently performing these services or is this a new requirement?

FHWA Response: Previously, to meet this requirement, the Government awarded IDIQ contracts to the following firms: Scully Capital Services; Infrastructure Management

Group; Montague DeRose & Associates; Taylor Dejongh Inc.; Louis Berger Group Inc.;

Deloitte Financial Advisory Service; Greengate LLC; and Project Finance Advisory

Limited.

3. Question: In November 2017, DOT issued separate RFIs for Restructuring Advisory services, Lenders Insurance Advisory services, and Lenders Technical Advisory services related to the Credit Programs of the Build America Bureau. Does DOT still intend to issue a separate RFPs for these services?

FHWA Response: The Government anticipates, but does not guarantee, issuing a separate

RFPs for these requirements. At this time, the Government has no any additional information on an acquisition strategy or timeframe for releasing the RFPs.

QUESTIONS ON SECTION C-STATEMENT OF WORK

4. Question: Can the proposer elect not to be considered for one or more of the task areas A -

E, as described on Section C.4?

FHWA Response: No. A proposal shall demonstrate that the Contractor’s team can perform the services anticipated in all Task Areas A- E. The Contractor’s team includes the prime

Contractor and any subcontractors, as applicable.

5. Question: Does IDIQ reporting requirement in Section C.5 only becomes effective upon award of each IDIQ Contractor’s first task order?

FHWA Response: The IDIQ Progress Report 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.

6. Question: Does the Government have any requirements for the labor categories identified in Attachment J.1?

FHWA Response: No. The Program Manager is deemed critical to performing the work under the resulting IDIQ and, as such, is deemed s Key Personnel as defined in Section H.5 and in Section I.2. The Program Manager will be responsible for overall management of the

IDIQ contract, including quality control and assurance for all products delivered to the government and availability of resources to complete all task orders. There will be one

Program Manager for the resulting IDIQ. At the task order level, the Project Manager/Task

Order Lead will be responsible for technical direction and supervision of a task order. Project

Manager/Task Order Lead may vary by task order.

QUESTION ON SECTION G- CONTRACT ADMINISTRATION DATA

7. Question: When TOPRs are issued, will it be clear if each Task Order is a no-cost task order or an at-cost task order?

FHWA Response: Yes. TOPRs will indicate whether the Government intends to award an

At-Cost or No-Cost task order as a result of the respective TOPR.

8. Question: When TOPRs are issued, will it be clear the corresponding sector?

FHWA Response: Yes. TOPRs will identify the sector of the work to be performed.

Competition will be limited to only those contractors with an IDIQ that covers the sector in the scope of work.

9. Question: Why is the Government using No Cost task orders?

FHWA Response: As opposed to the borrower/sponsor reimbursing the Government for such services, which is the existing arrangement, No Cost task order are intended to ensure seamless delivery of services without interruption and to expedite retention of advisors.

Given the volume of task orders open within the Bureau at any given time, using sponsor payment letters/arrangements is the best path to achieving these goals.

10. Question: Are No-Cost task orders be subject to the Rate Ceilings in the IDIQ?

FHWA Response: Yes.

11. Question: Does the Government anticipate that any No Cost TOs will be issued on a FFP basis?

FHWA Response: No Cost Task Order will be issued on a Time and Material/Labor Hour

(T&M/LH) basis.

12. Question: When evaluating TOPR responses for No Cost Task orders will there be a price submission and analysis of value, or just a level of effort proposal?

FHWA Responses: For No-Cost TOPRs, the Government will ask for a cost proposal to evaluate the estimated cost. The estimated cost will be based on multiplying the proposed fully burdened hourly rate for each proposed labor category/staff by the Contractor’s estimated level of effort.

13. Question: Will sponsors be able to negotiate the hourly rates charged by a firm for any specific task order.

FHWA Response: No. When submitting cost proposals for no-cost task orders the

Contractor will be asked to include the proposed hourly rates, which shall not exceed the rates in the IDIQ contract. At a task order level, the Contractor can offer lower rates. The resulting no-cost task order will include the proposed and accepted rates. The rates approved for that one task order/transaction will be included in the sponsor payment letter and will be the rates charged to the sponsor for that transaction.

14. Question: Task Orders Issued at No Cost to the Government, indicates that on each No Cost

TO, Contractors will execute their own engagement letters with applicants, however

Contractors are also required to provide a draft of the “sponsor payment letter” to the COR and CO for comment prior to execution. How much time will be budgeted for review, negotiation and execution of such letters?

FHWA Response: For No-Cost Task Orders, the Contractor and the entity/ies responsible for the payment of fees shall have entered into a Sponsor Payment Letter within 7 business days of Task Order award, unless otherwise agreed by the COR and the CO. The Contractor shall provide a copy of the final draft of the Sponsor Payment Letter, as agreed between the

Contractor and the sponsor, to the COR and CO for comment prior to execution.

15. Question: For No Cost task orders, will the Contractor contract directly with the applicant/ borrower?

FHWA Response: No. The Contractor is not contracting directly with the applicant/borrower for the services. The Government will contract directly with the

Contractor through the issuance of a No Cost task order under the resulting IDIQs. The

IDIQ contracts create privity and duty of care between the Contractor and the Government.

The sponsor payment letter is a payment arrangement whereby the sponsor agrees that, as part of its application process with the Government, it will directly pay for the services of the Government’s contractors, as opposed to reimbursing the Government for such services

(which is the existing arrangement).

16. Question: What does the Government mean in the following statement: “In The Contractor assumes the credit risk and dispute risk of the applicant (or its affiliate).”.

FHWA Response: The statement is as a disclosure that, should a sponsor fail to pay an invoice (as reviewed by the Government), the Government has no obligation to pay this invoice; i.e., the Contractor is assuming the risk of a sponsor breaching the terms of the sponsor payment letter. However, if a sponsor fails to pay an invoice, the Government may direct the Contractor to stop work on the transaction until the sponsor is current on invoices.

SECTION A – SOLICITATION/CONTRACT FORM

This is a DRAFT solicitation. The final solicitation, to be issued at a future date, will include

SF 33 Solicitation, Offer, and Award.

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 IDIQ MINIMUM AND MAXIMUM CONTRACT AMOUNTS

This is a Multiple Award, Indefinite Delivery/Indefinite Quantity (IDIQ) contract utilizing Firm-

Fixed-Price (FFP), Time and Materials (TM), Labor Hour (LH), or a hybrid in accordance with

FAR 16.500. This IDIQ is designed to address the Government’s need for a full range of non-personal service requirements that integrate multiple transportation finance sectors and provide economic consulting support services as broadly described in Section C, Statement of Work.

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 terms of this IDIQ contract is five years. TOs may be issued at any time during the base period. The performance periods will be specified in the TOs and may include option periods which extend the TO up to twelve (12) months beyond the expiration date of this contract.

During the term of the contract, the Government guarantees award of At Cost TOs totaling a minimum of $10,000 under this contract. The maximum amount of all At Cost TOs issued by the

Government shall not exceed a ceiling of $3,750,000 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 CONTRACT PRICING

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

All TOs (At Cost and No Cost) issued on a TM/LH basis will be subject to the pricing set forth in Attachment J.1, Labor Rate Schedule. Labor categories and hourly labor rate ceilings governing At Cost and No Cost TOs under this IDIQ contract shall conform to Attachment J.1.

The Contractor may elect to propose lower hourly rates on a TO basis. The rates that are proposed and accepted at the time a TO is awarded shall remain in effect with the task order award.

The hourly labor rates reflect fully-burdened hourly rates for each labor category with all proportional overhead, fringe, profit/fee, G&A, etc. The labor rates under this contract represent the blended hourly rates and include Contractor employee labor, subcontractor employee labor, and consultant labor. The labor rates set forth in the table reflect rates for performance at a Government site and for performance at a Contractor site.

At any time and throughout the life of the contract, at the request of either the Contractor or the

Government, the Contractor may propose additional labor categories, rates and descriptions in addition to the Government labor categories. These additional labor categories, rates, and descriptions will be negotiated on a case-by-case basis.

NOTE TO OFFERORS: Price proposals shall adhere to the pricing structure established in

Attachment J.1 and instructions in Section L. The fully burdened TM/LH ceiling rates awarded at initial contract award shall serve as the basis for all future year pricing for those ceiling rates.

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.

Typically, the Bureau retains external market advisors for projects seeking credit assistance using a revenue pledge that is subject to market risk. Such revenue pledges typically include toll revenues, fare box revenues, freight revenues, port charges, sales taxes, and real estate sales, rentals or taxes. Therefore, the Bureau has a need for market advisors with expertise in one or more of the following transportation sectors and the Contractor shall furnish the full range of solutions and services necessary to meet requirements of this contract and individual TOs as related to the one or more of the following sectors:

Sector 1: Toll revenue forecasting;

Sector 2: Transit or passenger rail revenue forecasting;

Sector 3: Freight revenue forecasting;

Sector 4: Port revenue forecasting (bulk, container as well as special purpose terminals);

Sector 5: Sales tax forecasting;

Sector 6: Real estate revenue forecasting (through sales, rentals or real estate taxes).

Additionally, the Bureau has a need for market risk advisory services for larger portfolio management matters (e.g., large amendments, reevaluations), as well as for other large projects

(e.g., training of Bureau staff).

NOTE: The Government intends to award multiple IDIQ contracts which will require that the https://www.transportation.gov/buildamerica

Contractor team (inclusive of subcontractors) have the capability to provide services described in

Task Areas A -E as it relates to one or more sector listed in Section C.3, Scope of Work. The

Offeror’s proposal shall address its experience and capability for completing the requirements for the sector(s) for which the Offeror is proposing.

C.2 OBJECTIVE

The objective of this Indefinite-Delivery/Indefinite-Quantity (IDIQ) contract is to provide a total integrated solution for market demand advisory services in the surface transportation infrastructure finance area to support the activities of the Bureau in the sector(s) listed above.

The Contractor shall serve as the external economic advisor for the Bureau, on both At Cost TOs or No Cost TOs.

C.3 SCOPE OF WORK

NOTE TO OFFERORS: While the scope identifies the sectors/award tracks, the suite of resulting IDIQ contracts is intended to satisfy the full range of sectors and related requirements.

The scope of each individual IDIQ contract will be based upon the sector for which the

Contractor proposed and is selected.

The scope of this IDIQ spans the following sectors:

Sector 1: Toll revenue forecasting;

Sector 2: Transit or passenger rail revenue forecasting;

Sector 3: Freight revenue forecasting;

Sector 4: Port revenue forecasting (bulk, container as well as special purpose terminals);

Sector 5: Sales tax forecasting;

Sector 6: Real estate revenue forecasting (through sales, rentals or real estate taxes).

Typically, the Bureau retains external economic 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).

Under this contract, the Contractor shall perform market demand advisor advisory services to support the Bureau’s activities related to sector(s) listed above. This shall include review of revenue forecasts provided by the borrower, development of appropriate scenarios (including

Bureau’s base case and downside case) and drafting a risk assessment report. This work may pertain to a specific project transaction, portfolio management or non-project matters (e.g.

training of Bureau staff).

C.4 TASK REQUIREMENTS

All work under this contract shall be performed through the issuance of (a) task orders where the

Bureau is the client and the Bureau pays the advisory fees and expenses or (b) task orders where the Bureau is the client and the applicant (or its affiliate) pays the advisory fees and expenses.

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:

Task Area A- Due Diligence

• Review market / revenue forecast studies provided by the borrower, including but not limited to:

o Assumptions used in the forecasts o Modeling methodology and model validation o Sensitivity analysis

• Identify key drivers affecting revenue forecasts (economy, consumer preference, government policies etc.) and their potential impact on the forecasts.

• Review other available data sources (e.g. other available studies for the project or similar projects/areas) relevant to understand borrower’s forecasts.

• Review legal documents necessary to understand market related issues (e.g. toll policy, sales tax legislation, lease agreements etc.).

Task Area B- Sensitivity Analysis

• Identify variables that need to be sensitized/adjusted in the Borrower’s market forecast. If required, explain the sensitivities/adjustments to the Borrower’s advisor and review the runs generated by the borrower.

• Develop, in collaboration with the Bureau, Bureau’s revenue base case and downside case.

For each case, identify the assumptions to be used, explain how these differ from the assumptions used in the borrower’s mark forecast and as well as the rationale for choosing those assumptions (parameters as well as values).

• If requested, perform a Monte Carlo simulation over the forecasted time horizon of the borrower’s market study (identify the key input variables, determine the distribution of these variables, run the simulations).

• Evaluate how the results of the Monte Carlo simulation compare to the borrower’s forecast, the Bureau’s base case and low case as well as any other key sensitivity results (e.g., ratings cases, borrower’s sensitivities, etc.).

Task Area C- Reporting and Recommendations

• Submit a Risk Assessment report, which would include evaluation of the borrower’s market study, recommendations for modifications to the study (if any), detailed walkthrough of sensitivity analysis conducted and analysis of the results of such analysis.

• The Risk Assessment report should also identify key market and revenue risks that the

Bureau is likely to face and discuss (jointly with the Bureau’s financial advisor) how such risks could be mitigated or managed.

Task Area D- Portfolio Management

• Perform tasks (as appropriate) from the above in connection with major loan agreement amendments or waivers.

• Perform tasks (as appropriate) to support the evaluation of the portfolio, in whole or part, to address changes to the market.

Task Area E- Other Bureau Matters

• Attend 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 project team and the borrower (including potentially their advisors), 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

DOT 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).

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: Offerors’ proposals must demonstrate their team’s experience and capabilities to perform

Task Orders under all Task Areas (Task Areas A through E) listed above. The offeror must propose based on the sectors listed in section C.3, “Scope of Work.” Offerors can propose on any combination of the sector. Offerors must demonstrate in their proposals a full capacity to perform all task areas within any sector included in their proposals. The Government is seeking contractors that can provide support in any combination of sectors. Offerors may propose on a single sector or multiple sectors.

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 MONTHLY 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

Unless otherwise specified, 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

This contract incorporates the following clauses by reference with the same force and effect as if they were given in full text.

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. All deliverables will be inspected for content, completeness, accuracy, and conformance to task order requirements.

Delivery of deliverable items shall not constitute acceptance. The COR is responsible for inspection and acceptance of all deliverables and services.

The Government requires a period not to exceed thirty (30) calendar days after receipt of final deliverable items for inspection and acceptance or rejection unless otherwise specified in the TO.

For periods exceeding thirty (30) days, it is the responsibility of the contractor to confirm receipt and acceptance of the deliverable(s)

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. Deliverable items rejected under any resulting task order shall be corrected in accordance with the applicable clauses. Reports, documents and narrative type deliverables will be accepted when all discrepancies, errors or other deficiencies identified in writing by the Government have been corrected.

SECTION F - DELIVERIES OR PERFORMANCE

F.1 CLAUSES INCORPORATED BY REFERENCE

This contract incorporates the following clauses by reference with the same force and effect as if they were given in full text.

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 at any time 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 Program Manager will be responsible for overall management of the IDIQ contract, including quality control and assurance for all products delivered to the government and availability of resources to complete all task orders. There will be one Program Manager for the resulting IDIQ.

NOTE TO OFFERORS: At the TO level, the Project Manager/Task Order Lead will be responsible for technical direction and supervision of a task order. Project Manager/Task Order

Lead may vary by task order.

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

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).

NOTE: Contractors will only be eligible to compete for TOPRs in the sector(s) covered by the

IDIQ contract. For example, if a contractor is awarded an IDIQ contract that only covers Sector

1, the Contractor will only be eligible to compete on TOPRs issued against Sector 1.

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). Each TOPR will identify the sector of the work to be performed.

Competition will be limited to only those contractors in the sector track. TOPRs will indicate whether the Government intends to award an At-Cost or No-Cost task order as a result of the respective TOPR.

(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: The terms “engagement letter” and “sponsor payment letter” are used interchangeably.

See Attachment J.4 of the RFP for a template Sponsor Payment letter.

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 and the entity/ies responsible for the payment of legal fees shall have entered into a Sponsor Payment Letter within

7 business days of Task Order award, unless otherwise agreed by the COR and the CO. 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 invoices 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

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:

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

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

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

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, prior to sending an invoice to the Project

Sponsor/Responsibly party, the Contractor shall submit on a monthly basis, unless otherwise agreed to by the CO, invoices and required supporting documents electronically via e-mail to the

CO and the COR for review.

(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

(e) Upon DOT’s review and verification of the invoice, the Contractor shall promptly submit a summary invoice statement to the Project Sponsor/Responsible Party in accordance with the Sponsor Payment Letter.

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.

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, may be reimbursed at firm fixed price or reimbursed at actual 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 ten (10) 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.