Amdt_1_693JJ319R000005_Signed.pdf

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

(a) By completing items 8 and 15, and returning or (c) By separate letter or electronic communication which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by letter or electronic communication, provided each letter or electronic communication makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

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

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE

2. AMENDMENT/MODIFICATION NUMBER 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQUISITION NUMBER 5. PROJECT NUMBER (If applicable)

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

STANDARD FORM 30 (REV. 11/2016)

Prescribed by GSA FAR (48 CFR) 53.243

FACILITY CODE

9A. AMENDMENT OF SOLICITATION NUMBER

9B. DATED (SEE ITEM 11)

10A. MODIFICATION OF CONTRACT/ORDER NUMBER

10B. DATED (SEE ITEM 13)

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended. is not extended.

12. ACCOUNTING AND APPROPRIATION DATA (If required) copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted;

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS.

IT MODIFIES THE CONTRACT/ORDER NUMBER AS DESCRIBED IN ITEM 14.

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

NUMBER IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority)

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

15C. DATE SIGNED

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

16C. DATE SIGNED

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

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

PAGE OF PAGES

6. ISSUED BY CODE

8. NAME AND ADDRESS OF CONTRACTOR (Number, street, county, State and ZIP Code) (X)

CODE

15B. CONTRACTOR/OFFEROR

(Signature of person authorized to sign)

16B. UNITED STATES OF AMERICA

(Signature of Contracting Officer)

Previous edition unusable

RFP No. 693JJ319R000005 Amendment 1 dated 2/26/2019

Technical IDIQ

1. RFP Page 47, Volume II – Business and Price Proposal

a. Delete: “Volume II – Business and Price (Parts I-IV) shall be provided in the form one electronic (Adobe PDF) document, and shall consist of the following:”

b. Insert: “Volume II – Business and Price (Parts I-V) shall be provided in the form one electronic (Adobe PDF) document, plus one excel file for the Pricing Table only, and shall consist of the following:”

2. RFP Page 41, D.2 TEMPLATE SPONSOR PAYMENT LETTER, delete the document and insert the attached Revised Attachment D.2 in lieu thereof; and

3. RFP Page 41, D.3 SUBCONTRACTING PLAN TEMPLATE, delete the document and insert the attached Revised Attachment D.3 in lieu thereof.

REVISED Attachment D.2

SPONSOR PAYMENT LETTER TEMPLATE

[Place on Sponsor/Borrower Letterhead]

[Date]

[Name and Address of Contractor/ Lender’s Technical Advisor]

RE: Sponsor Payment Letter for the Lender’s Technical Advisory Services to be Provided to the Build America Bureau (the “Bureau”), an office within the Office of the Under Secretary for Policy of the U.S. Department of Transportation (“DOT”) in Connection with the Proposed Financing of [Project Name] (the “Transaction”)

Dear [______]:

We understand that the Bureau, which administers the Transportation Infrastructure Finance and Innovation Act (TIFIA) credit program and the Railroad Rehabilitation and Improvement Financing (RRIF) credit program (together, the “Credit Programs”), requires the engagement of an outside lender’s technical advisor to represent it in connection with the Transaction.

We further understand that:

(1) pursuant to a series of indefinite delivery indefinite quantity contracts (the “IDIQ Contracts”), DOT has retained contractors/firms that DOT can designate as transaction advisors to provide lender’s technical advisory services to the Bureau in connection with its administration of the Credit Programs, and [Name of Contractor] is one of such retained firms;

(2) the Bureau requires an outside lender’s technical advisor to represent it in the Transaction due to the complexity of the proposed project and/or financing structure and timetable on which the Transaction is expected to close;

(3) with certain exceptions, DOT requires the borrowers or sponsors seeking financing from DOT in circumstances such as those described above to pay all documented fees and expenses of the Bureau’s outside technical advisors;

(4) DOT has selected [Name of Contractor] as lender’s technical advisor for the

Transaction (the “Lender’s Technical Advisor”), and the Lender’s Technical Advisor has agreed to represent DOT and the Bureau in connection with the Transaction and related matters (the “DOT Representation”); and

(5) the Lender’s Technical Advisor may require the services of other sub-contractors in connection with the DOT Representation (each, a “Sub-contractor”, and together with the Lender’s Technical Advisor, the “DOT Lender’s Technical Advisor”).

[Name] is the sponsor of the project for which we are seeking DOT financing (the “Project Sponsor”), and [Name] will be the borrower for purposes of the Transaction (the “Borrower”).1

By our execution of this Sponsor Payment Letter, each of the Project Sponsor and the Borrower [and][please include all entities who will be responsible for Lender’s Technical Advisor fees] (collectively, the “Responsible Parties”) agrees that:

(1) it shall be jointly and severally responsible for the payment of all documented fees and expenses of the DOT Lender’s Technical Advisor in connection with the DOT Representation, regardless of (a) when incurred, (b) whether DOT ultimately provides credit assistance to the Borrower, and (c) whether Sub-contractors enter into a sponsor payment letter with the Responsible Parties;

(2) it shall not seek reimbursement from the United States of America, its departments or agencies, including DOT and the Bureau, or any of their employees or agents (the “Government”), for any fees and expenses of the DOT Lender’s Technical Advisor, and the Government shall not be liable to the Responsible Parties, the DOT Lender’s Technical Advisor or any other person for such fees and expenses;

(3) it shall pay all fees and expenses charged by the DOT Lender’s Technical Advisor (a) promptly (and, in any event, no later than [30 days] after receipt of each invoice by the Responsible Parties from the DOT Lender’s Technical Advisor), (b) in U.S. dollars in immediately available funds in [New York, NY], and (c) without any deduction or withholding;

(4) the correctness, completeness and reasonableness of the fees and expenses invoiced by the DOT Lender’s Technical Advisor shall be reviewed by DOT through the voucher statements submitted to and verified by DOT; and

(5) upon a failure by either or both of the Responsible Parties to comply with the terms and conditions of this Sponsor Payment Letter, DOT, in its sole discretion, in addition to all of its other rights, may (a) direct the Lender’s Technical Advisor to stop all work on the Transaction, and/or (b) instruct the Lender’s Technical Advisor to direct all Sub-contractors to stop all work on the Transaction. Upon a failure by the Responsible Parties to make any payment of invoiced fees and expenses as provided in this Sponsor Payment Letter, the DOT Lender’s Technical Advisor may, as directed by DOT, stop all work on the Transaction.

1 This form should be modified as necessary in the event that (a) the sponsor and borrower are the same entity, in which case the term “Responsible Party” will refer to such entity throughout this Sponsor Payment Letter or (b) the sponsor is a contracting authority in connection with a public-private partnership (P3) transaction, in which case (i) the term “Responsible Party” will refer to the contracting authority throughout this Sponsor Payment Letter and (ii) the sponsor will be permitted to assign its rights and obligations under this Sponsor Payment Letter to the members of the consortium comprising the preferred bidder for the procurement following bid award, as described in the second-to-last paragraph of this Sponsor Payment Letter.

In connection with the DOT Representation, the Lender’s Technical Advisor, by its execution of this Sponsor Payment Letter, acknowledges and agrees that:

(1) it shall only look to the Responsible Parties for any payment of fees and expenses and it does not and shall not have any expectation of payment from the Government for any of the services that it renders, or expenses that it incurs, including the fees and expenses of any Sub-contractors, in connection with the Transaction.

(2) it assumes the related credit risk of the Responsible Parties and, accordingly, shall not seek payment from the Government for such fees and expenses, and further acknowledges and agrees that the Government shall not be liable to the DOT Lender’s Technical Advisor for any such fees or expenses.

(3) it shall closely coordinate its efforts with the DOT Contracting Officer’s

Representative (the “COR”), and other designated representatives of DOT and the Bureau, and focus its efforts on those tasks required by DOT and the Bureau to achieve their objectives, which tasks and objectives are set forth in the task order [insert the applicable task order number] issued by DOT to the Lender’s Technical Advisor under the IDIQ Contract between the Lender’s Technical Advisor and DOT (the “Task Order”);

(4) during the course of the DOT Representation, it shall promptly respond to inquiries from the Government regarding past and expected fees and expenses;

(5) it shall retain any Sub-contractors only with the prior written consent of DOT;

(6) each engagement letter or other arrangement with its Sub-contractors shall contain provisions in form and substance similar to the foregoing clauses (1) through (5);

(7) its fees and the fees of any Sub-contractors shall be based upon (a) the hourly rates agreed with DOT in the Task Order, which are listed on Appendix A, or, in the case of any Sub-contractor retained after execution of the Task Order, the hourly rates agreed with DOT as part of DOT’s consent to such retention, and notice of such rates shall be provided to the Responsible Parties by the Lender’s Technical Advisor promptly after retention of such Sub-contractor, and (b) the time it actually devotes to the DOT Representation, as reflected in the invoices of the DOT Lender’s Technical Advisor;

(8) attached hereto as Appendix B are the names of the individual advisors who will (subject to any subsequent adjustments approved by DOT) constitute the team handling the DOT Representation (such team, the “DOT Team,” and each member of such team, a “DOT Team Member”), and the advisor who will have primary responsibility for the DOT Representation (the “Team Leader”);

(9) on a monthly basis, unless otherwise agreed to by DOT, it shall provide to the COR for concurrence, prior to sending the summary invoice statement described in paragraph (10) below to the Responsible Parties, one copy of each invoice, together with a detailed description of services rendered, fees and expenses incurred, and required supporting documents, as specified in more detail in the IDIQ Contract between the DOT Lender’s Technical Advisor and DOT; and

(10) upon DOT’s review and verification of such monthly invoice submissions, the Lender’s Technical Advisor shall promptly submit a summary invoice statement to the Responsible Parties that consists of (a) a brief summary description of the services rendered, (b) a list of reimbursable expenses itemized by category, and (c) the total amount of fees and expenses billed by the DOT Lender’s Technical Advisor on the DOT Representation for the relevant month, and all outstanding amounts, if any, for the previous billing period.

Each of the Responsible Parties and the Lender’s Technical Advisor understands and agrees that the Government has no obligation to, and shall not, pay any of the DOT Lender’s Technical Advisor’s fees, costs and expenses for the DOT Representation. Pursuant to the terms of this Sponsor Payment Letter and in consideration of the fees that have been paid or are to be paid to the DOT Lender’s Technical Advisor by the Responsible Parties, the Transaction Financial Advisor and Responsible Parties release and discharge the Government from all financial obligations, claims and liabilities arising out of, or in connection with, the DOT Representation.

The Responsible Parties understand that, notwithstanding their obligation to pay the fees and expenses of the DOT Lender’s Technical Advisor with regard to the services rendered and expenses incurred in respect of the DOT Representation, the professional advisory relationship is solely between the Bureau and DOT, and the DOT Lender’s Technical Advisor. The Responsible Parties hereby specifically disclaim any inference of any such relationship between the DOT Lender’s Technical Advisor and themselves as a result of this arrangement. Accordingly, the Responsible Parties acknowledge, in particular, that the DOT Lender’s Technical Advisor’s duties of confidentiality and loyalty in the Transaction run exclusively to DOT and the Bureau, and there shall be no inference of confidentiality, fiduciary, or other client relationship between the DOT Lender’s Technical Advisor and the Responsible Parties as a result of this Sponsor Payment Letter. The Responsible Parties further agree that they will not interfere with DOT’s or the Bureau’s relationship with the DOT Lender’s Technical Advisor. The Responsible Parties agree that the foregoing provisions of this paragraph shall apply to all Sub-contractors for the Transaction.

Each Sub-contractor is an intended third-party beneficiary of the Responsible Parties’ undertakings set forth in this Sponsor Payment Letter in respect of amounts owed to each such Sub-contractor.

The parties agree that this Sponsor Payment Letter shall be subject to review and approval by DOT for all purposes and shall not be amended, modified, altered, or changed in any way without DOT's prior consent. All proposed amendments, modifications, alterations, or other changes shall be submitted to the DOT’s Contracting Officer (the “CO”) and the COR identified below, or their respective successors.

All invoices, supporting documentation, and notices provided to DOT hereunder shall be sent by email to the COR at the following address: [Insert COR’s email], with a cc to the CO at: [Insert CO’s email].

This Sponsor Payment Letter shall be governed by the law of the State of New York, and may be executed in counterparts, all of which together shall constitute a single instrument. Additionally, any signatory may mailto:%5BInsert%20COR's%20email%5D, execute this Sponsor Payment Letter by electronic means, and any counterpart so executed shall be treated for all purposes as the original signature of the relevant party.

This Sponsor Payment Letter, and the rights and obligations hereunder shall not be assignable by the Responsible Parties (or either of them) without the prior written consent of each of the Lender’s Technical Advisor and DOT, and any purported assignment in violation of this sentence shall be null and void; [provided that, with the prior written consent of the Lender’s Technical Advisor (which shall not be unreasonably withheld), the Responsible Parties shall be permitted to assign their rights and obligations hereunder to the members of the consortium that is selected as the preferred bidder by the Responsible Parties (or either of them) in connection with the competitive bidding process for the concession to design, build, finance, operate and/or maintain [Project Name]].2

Please sign and return a copy of this Sponsor Payment Letter to confirm your understanding of, and agreement with, the foregoing.

Very truly yours, [Signature Page to Follow]

2 To be inserted as necessary in connection with a P3 transaction.

[NAME OF SPONSOR]

By:

Name:

Title:

[NAME OF SPONSOR AFFILIATES RESPONSIBLE FOR FINANCIAL ADVISOR FEES] 3

[NAME OF BORROWER]

ACCEPTED AND AGREED:

[NAME OF LENDER’S TECHNICAL ADVISOR]

Attachments Appendix A Appendix B cc: [____], Contracting Officer, U.S. Department of Transportation

[____], Contracting Officer's Representative, U.S. Department of Transportation

3 This form should be modified as necessary to reflect the parties responsible for payment of Financial Advisor fees.

Appendix A

Billing Rates

Appendix B DOT Team Members

Revised Attachment D.3 per RFP Amendment 1

SUBCONTRACTING PLAN for Solicitation No. _______________

1. INSTRUCTIONS:

• Where subcontracting opportunities will not exist for the solicitation, the bidder/offeror shall submit a response outlining the rationale for making this determination with its proposal/bid.

The statement shall be signed by an official authorized to make decisions on behalf of the firm.

• The following information shall be provided in the bidder/offeror subcontracting plan submission and shall be expressed in terms of goal percentages of the total planned subcontracting dollars.

• Text lines may be added to this format as needed.

SUBCONTRACTING PLAN

a. Total prime contract amount: $

RATIO GOALS

PERCENT b. Total planned subcontract awards: $

c. Total planned subcontract awards to other than small business concerns (i.e., large, non-profit, etc.) $ (c/b) %

d. Total planned subcontract awards to Small Business concerns (SB) (not elsewhere counted in e. f. g. or h.

below) $ (d/b) %

e. Total planned subcontract awards to Service-Disabled Veteran Owned Small Business concerns (SDVOSB):

NOTE: The Small Business Act has established a statutory minimum goal of 3% for SDVOSB. Please provide rationale below if establishing a lower goal. $ (e/b) %

f. Total planned subcontract awards to Small Business concerns located in Historically Underutilized Business Zones (HUBZone):

NOTE: The Small Business Act has established a statutory minimum goal of 3% for HUBZone concerns. Please provide rationale below if establishing a lower goal. $ (f/b) %

g. Total planned subcontract awards to Small Disadvantaged Business (SDB) concerns (includes 8(a)s, Alaska Native Corporations (ANC) and Indian Tribes):

NOTE: The Small Business Act has established a statutory minimum goal of 5% for SDB. Please provide rationale below if establishing a lower goal. $ (g/b) %

e. Offeror/bidder rationale if establishing a goal lower than 3% for SDVOSB:

f. Offeror/bidder rationale if establishing a goal lower than 3% for HUBZone:

g. Offeror/bidder rationale if establishing a goal lower than 5% for SDB:

h. Offeror/bidder rationale if establishing a goal lower than 5% for WOSB:

i. Offeror/bidder rationale if establishing a goal lower than 50% for SB:

1 The term WOSB includes Economically Disadvantaged WOSB (EDWOSB) concerns.

h. Total planned subcontract awards to Women-Owned Small Business concerns (WOSB)1 concerns:

NOTE: The Small Business Act has established a statutory minimum goal of 5% for WOSB. Please provide rationale below if establishing a lower goal. $ (h/b) %

i. Combined total planned subcontract awards to all small business (SB) concerns:

NOTE: The U.S. Small Business Administration (SBA) has established a minimum goal of 50% for SB (to include all categories noted above) for the US Department of Transportation (USDOT). Please provide rationale in the narrative section below if establishing a lower goal.

NOTE: If a subcontractor qualifies in more than one sub-category of SB above, show that amount in each applicable sub-category, but include that amount only once in this line. $ (d+e+f+g+h)/b %

2. The following principal types of supplies and/or services are planned to be subcontracted under this contract. (Indicate if planned to subcontract to other than business concerns, SB, SDVOSB, HUBZone, SDB, or WOSB/EDWOSB.

Type of

Supply/Service to be Subcontracted

Company/Firm Name

Address

Subcontractor Size Standard (Other Than SB, SB, SDVOSB, HUBZone, SDB, WOSB)2

3. The following method was used to develop the subcontract percentage goals:

4. The following methods were used to identify potential subcontract sources for solicitation purposes. (i.e., source lists used and organizations contacted to identify potential SB concerns, such as the System for Award Management (SAM), Dynamic Small Business Search (DSBS), trade associations, industry conferences/fairs, etc.)

5. [Select appropriate option.] Indirect costs [were] [were not] included in establishing the subcontracting goals specified in the table above.

6. If indirect costs were included, the following method was used to determine the proportionate share of indirect costs to be incurred with SB, SDVOSB, HUBZone, SDB and WOSB/EDWOSB subcontractors:

7. The following individual will administer the subcontracting program:

Name: _______________________________________________ Title: ________________________________________________ Address: ____________________________________________________________________ Telephone & e-mail:____________________________________________________________

2 Please list all applicable size standards for each proposed subcontractor.

This individual's specific duties, as they relate to the subcontracting program, are as follows:

8. The following efforts will be taken to ensure that SB, SDVOSB, HUBZone, SDB, and WOSB subcontractors will have an equitable opportunity to compete for subcontracts:

It is agreed that FAR Clause 52.219-8, Utilization of Small Business Concerns, will be included in all subcontracts, which offer further subcontracting opportunities. It is further agreed that all subcontractors (except small business concerns) at all tiers below the prime contractor who receive subcontracts in excess of $700,000 ($1.5M for construction of any public facility with further subcontracting possibilities) will be required to adopt and comply with a subcontracting plan in accordance with FAR Clause 52.219-9.

9. The following types of records will be maintained concerning procedures that have been adopted to comply with the requirements and goals in the plan (i.e., establishment of source lists, guides and other data that identify SB, SDVOSB, HUBZone, SDB and WOSB concerns; a description of the offeror’s efforts to locate SB, SDVOSB, HUBZone, SDB and WOSB concerns and to award subcontracts to them, etc.) and shall be maintained through completion of the contract:

10. In accordance with FAR Subpart 19.704(a)(10) through (15), the Contractor further agrees to:

a. Cooperate in any studies or surveys as may be required;

b. Submit periodic reports as may be required so that the Government can determine the extent of compliance by the Contractor with the subcontracting plan;

c. After November 30, 2017, include subcontracting data for each order when reporting subcontracting achievements for indefinite-delivery, indefinite-quantity contracts intended for use by multiple agencies;

d. Submit the Individual Subcontract Report (ISR), and the Summary Subcontract Report (SSR) using the Electronic Subcontracting Reporting System (eSRS) at http://www.esrs.gov/ within the timeframes identified at FAR Subpart 19.704(a)(10)(iv);

e. Ensure that other than small business subcontractors with subcontracting plans agree to submit eSRS documents online as required;

f. Provide its prime contract number and its unique entity identifier, and the e-mail address of the offeror’s official responsible for acknowledging receipt of or rejecting the ISRs to all http://www.esrs.gov/ first-tier subcontractors with subcontracting plans so they can enter this information into the eSRS when submitting their ISRs;

g. Require that each subcontractor with a subcontracting plan provide the prime contract number, its own unique entity identifier, and the e-mail address of the subcontractor’s official responsible for acknowledging receipt of or rejecting the ISRs, to its subcontractors with subcontracting plans;

h. Make a good faith effort to acquire articles, equipment, supplies, services, or materials, or obtain the performance of construction work from the small business concerns that the offeror used in preparing the bid or proposal, in the same or greater scope, amount, and quality used in preparing and submitting the bid or proposal;

i. Provide the contracting officer with a written explanation if the contractor fails to acquire articles, equipment, supplies, services or materials or obtain the performance of construction work as described in FAR 19.704(a)(12) of this section. This written explanation will be submitted to the contracting officer within 30 days of contract completion;

j. Will not prohibit a subcontractor from discussing with the contracting officer any material matter pertaining to payment to or utilization of a subcontractor; and

k. Pay its small business subcontractors on time and in accordance with the terms and conditions of the subcontract, and notify the contracting officer if the offeror pays a reduced or an untimely payment to a small business subcontractor (see FAR 52.242-5).

Submitted by:

Signed Title

Printed Name Email Address

Company Name and Address

Date http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_237.htm#P308_50712

The RFP due date is hereby extended from 2/28/2019 to 3/4/2019 at 3 pm Eastern.

Federal Highway Administration Office of Acquisition and Grants Management 1200 New Jersey Ave., SE Washington, DC 20590