RFP_693JJ319R000005.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODE17a. CONTRACTOR/

OFFEROR

CODE

FACILITY

CODE

CODE

TELEPHONE NO.

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED

RFQ IFB RFP

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF. OFFER

DATED . . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITION IS UNRESTRICTED OR

NAICS:

SIZE STANDARD:

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

SET ASIDE: % FOR:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

8 (A)

EDWOSB

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

U.S. Department of Transportation

RFP No. 693JJ319R000005 Technical IDIQ

Request for Proposals (RFP) No. 693JJ319R000005 “Build America Bureau Technical Advisory Services”

TABLE OF CONTENTS

SECTION TITLE PAGE No.

Cover Page STANDARD FORM (SF 1449) SOLICITATION

A INTRODUCTION

B CONTINUATION OF SF 1449 BLOCK 20 –

SCHEDULE

C CONTRACT CLAUSES

D CONTRACT DOCUMENTS, EXHIBITS, OR

ATTACHMENTS

E SOLICITATION PROVISIONS

SECTION A - INTRODUCTION

The USDOT requests proposals in response to this full and open solicitation to result in award of multiple Indefinite Delivery/Indefinite Quantity (IDIQ) contracts utilizing Task Orders (TOs) that are Firm-Fixed-Price (FFP), Time and Materials (TM), Labor Hour (LH), or a hybrid type in accordance with FAR 16.500.

• The Government estimates three IDIQ contract awards resulting from this solicitation.

The Government, however, reserves the right to deviate from this estimate (i.e., make more or less awards) if deemed in the best interest of the Government.

• This solicitation is prepared in accordance with the format in FAR Part 12. This procurement is conducted under the procedures of FAR 12 and 13.5.

• The NAICS code for this procurement is 541330 with a small business size standard is $15M.

• QUESTIONS: Questions regarding this solicitation shall be submitted in electronic format to the Contracting Officer at sarah.tarpgaard@dot.gov, not later than 3:00 PM EST on 2/22/2019.

• DUE DATE: Proposals are due in electronic format to the Contracting Officer at sarah.tarpgaard@dot.gov, not later than 3:00 PM (EST), 2/28/2019.

• AWARD DATE: The anticipated award date is on or about 4/25/2019.

mailto:sarah.tarpgaard@dot.gov mailto:sarah.tarpgaard@dot.gov

SECTION B – CONTINUATION OF SF 1449 BLOCK 20 - SCHEDULE

B. 1 IDIQ MINIMUM AND MAXIMUM CONTRACT AMOUNTS

This is a Multiple Award, Indefinite Delivery/Indefinite Quantity (IDIQ) contract utilizing Task Orders (TOs) that are Firm-Fixed-Price (FFP), Time and Materials (TM), Labor Hour (LH), or a hybrid type 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 the 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 period of performance of this IDIQ contract is five years. TOs may be issued at any time during the period of performance. The individual TO 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 $2,250,000 in total cumulative value across all multiple-award contracts awarded by the Government for the subject services. No minimum or maximum values are established for No Cost TOs.

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

ORDERS

All TOs (At Cost and No Cost) issued on a TM/LH basis will be subject to the pricing set forth in the completed Labor Rate Schedule table (see Section D, paragraph D.1 Labor Rate Schedule) incorporated into the award. Labor categories and hourly labor rate ceilings governing At Cost and No Cost TOs under this IDIQ contract shall conform to D.1. The Contractor may elect to propose lower hourly labor rates on a TO basis. The labor rates that are proposed and accepted at the time a TO is awarded shall apply to the TO and remain in effect for the duration of the TO period of performance.

The Contractor’s hourly labor rates included in the table at D.1 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 at D.1 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 D.1 and instructions in Section E. 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 the table at D.1 with the accepted Contractor loaded labor rates inserted in the pricing table.

B.3 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 credit program (TIFIA) and the Railroad Rehabilitation and Improvement Financing credit program (RRIF, and TIFIA and RRIF together, the Credit Programs) that 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.

https://www.transportation.gov/buildamerica

B.4 OBJECTIVE

The objective of this contract is to provide lender’s technical advisory services in the surface transportation infrastructure finance area to support the activities of the Bureau. This shall include technical due diligence and reporting to inform the Bureau's credit analysis prior to financial close, post-closing construction monitoring and reporting (often as frequently as monthly), and ongoing operational oversight and reporting. This work may pertain to a specific project transaction, portfolio management actions or non-project matters (e.g. training of Bureau staff). The Contractor shall serve as the external technical advisor panel for the Bureau, on both a government-pay or an applicant-pay basis. The Bureau engages external technical advisors to provide independent expertise and to advise on technical matters for projects/applications that have advanced to the underwriting and structuring phase, and to monitor each project after closing, often for the term of the related loan, as part of the Portfolio Management process.

B.5 SCOPE OF WORK

The Contractor shall provide lender’s technical advisory services necessary to support the Bureau’s activities. The scope of work includes due diligence and reporting to inform the Bureau’s credit analysis prior to financial close, post-closing construction monitoring and reporting, and ongoing operational oversight and reporting. The required services include:

• Construction Risk Analysis – Reviewing of key construction related provisions, identification and evaluation of risks related thereto from a lender’s perspective and proposal of appropriate mitigation measures. Reviewing and commenting on: key contract documents; permitting; environmental and geotechnical conditions;

construction schedule and budget; materials and methods; performance support, appropriateness of draw down schedule; capabilities of major contractors and subcontractors; and other construction related matters.

• Operating Risk Analysis – Reviewing of key operating related provisions, identification and evaluation of risks related to ongoing operations, maintenance and lifecycle renewal/replacement from a lender’s perspective and proposal of appropriate mitigation measures. Reviewing and commenting on: key contract documents; scope of operations, routine maintenance and major maintenance assumptions (budget and schedule); interface issues; closures or down time; penalties for failure to perform;

and other operations and maintenance related matters.

This work may pertain to a specific project transaction, portfolio management actions or non-project matters (e.g. training of Bureau staff or assisting with credit policy matters).

B.6 TASK AREAS

NOTE TO OFFERORS: Proposals must demonstrate the team’s experience and capabilities to perform Task Orders under all Task Areas listed below.

All work under this contract shall be performed through the issuance of (a) TOs where the Bureau is the client and the Bureau pays the advisory fees and expenses or (b) TOs where the

Bureau is the client and the applicant (or its affiliate) pays the advisory fees and expenses. Most TOs issued under the IDIQ contract will be issued in the latter manner.

As authorized by individual TOs, the Contractor shall perform work in the following Task Areas:

Task Area A – Technical Due Diligence Prior to Financial Close

• Visit and inspect site as necessary, but at least once, as part of due diligence;

• Review, evaluate and advise on design and construction including drawings and specifications, geotechnical and site conditions, permitting, construction methodologies, site services, technology, suitability for intended use and compliance with codes and other legal and regulatory requirements;

• Advise on the experience and capabilities of project participants involved in building, managing, operating and maintaining the project and related project management structure/arrangements;

• Review and comment on the terms of principal legal contracts as they pertain to technical aspects of the project including RFP documents, concession agreements, construction contracts, operations and maintenance contracts, and interface agreements, and if applicable, address back-to-back arrangements and pass-downs of obligations;

• Comment on and provide bottom up buildup or other suitable independent verification of construction costs and opine on adequacy of the proposed construction budget, including advising on:

o risks that could result in cost overruns;

o adequacy of funding and contingencies;

o major suppliers or subcontractors;

o technical-related aspects of financial model including budgets and drawdown schedules;

• Review and advise on the adequacy of construction performance security including liquidated damages, third party bonds/guarantees, parent company guarantees, caps on liability, warranties, latent defect provisions. Include testing of adequacy of support under various default and delay scenarios;

• Evaluate and advise on the expected performance of the project during operations.

Include analysis of the following:

o Potential start-up and commissioning risks;

o Possible interface issues;

o Reasonableness of the borrower’s operating budget, including independent build-up and or other satisfactory verification of cost assumptions;

o Complexity of output specifications and/or other operating requirements;

o Stringency of payment mechanism, including likelihood of deductions and scenario testing;

o Adequacy of performance security, caps on liability and reserves;

o Lifecycle and handback regimes and recommendations on buildup of reserves.

• Review and advise on appropriates of construction/implementation schedule including testing of sufficiency of margins under various documents to accommodate likely delays;

• Attend calls or meetings with the Bureau and its other advisors when necessary;

• Identify and advise on any other technical aspects of the projects that could impact the borrower’s ability to timely repay its debt obligations.

Task Area B – Reporting Prior to Financial Close

• Provide an initial “fatal flaws” report identifying any issues that could materially impact the success or performance of the project;

• Provide a detailed draft report reflecting documentation and other information available at the time;

• Prior to closing, submit a final report addressing all findings and recommendations.

Task Area C – Portfolio Management - Construction Monitoring and Reporting

• Visit construction site, attend site meetings, and conduct project inspection [monthly]. Provide the bureau with regular construction update reports. Reports should include inter alia the following:

o Assessment of progress against original schedule;

o Assessment of costs against construction budget;

o Assessment of design changes, if any, and quantification of impacts on budget;

o Confirmation that funds remaining from original project sources are adequate to complete the Project, and if not, assessment of additional funds required;

o Assessment of any technical and construction issues that have arisen since last report, including delays, cost overruns, and defective work, etc.;

• Review monthly invoices and monitor quality control;

• Comment and advise on change orders;

• Confirm and advise on Project completion, completion of punch list and rectification of defects at the appropriate time;

• If applicable, confirm the Project will have sufficient funds upon issuance of any additional debt to complete the Project;

• Attend calls or meetings with the Bureau and its other advisors when necessary.

Task Area D – Portfolio Management - Operating Phase Monitoring and Reporting

• Provide [annual]/regular operating period reports which shall include the following:

o Assessment of operating costs against original and most recent budget and discussion of variances;

o Review of plan of finance and budget and comment on appropriateness of future cost assumptions;

o Review of revised major maintenance plan and assessment/identification of any deferred or accelerated major maintenance;

o Update of [five] year look forward of major maintenance/renewal work and associated costs;

o Review build-up of major maintenance reserve account to determine whether additional contributions are required;

o Discuss any closures or other operating issues, including excessive deduction, that have arisen since the previous report and assess impact on Project and financial projections.

Discuss any required remedial or corrective actions and associated costs;

o Attend calls or meetings with the Bureau and its other advisors when necessary.

• The Contractor/selected Offeror may be called upon from time to time after loan closing to assist in the resolution of and advise on specific technical issues that arise during construction and operations.

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 participate 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.

• Train the Bureau team on topics determined in consultation with the COR.

NOTE: Food and beverage costs are not allowable meeting expenses for direct reimbursement under this contract and TOs unless approved in advance by the CO in writing. 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.

B.7 CONTRACT LEVEL REQUIREMENTS / REQUIRED TASKS

The following contract level requirements are required tasks that will not be separately reimbursed as direct costs under a TO. The Contractor shall perform the contract level requirements as general contract administration tasks.

B.7.1 KICK-OFF MEETING (POST-AWARD ORIENTATION)

The Contractor shall attend a kick-off meeting, in-person or virtual, within three weeks of the contract award or such other date as agreed with the Bureau. 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. The costs incurred in the administrative post-award orientation are unallowable direct costs under the contract and, therefore, cannot be charged as direct costs to the Government.

Contractors are to handle such costs in accordance with their disclosure statements/cost accounting systems.

B.7.2 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 costs incurred in the administrative reporting are unallowable direct costs under the contract and, therefore, cannot be charged as direct costs to the Government. Contractors are to handle such costs in accordance with their disclosure statements/cost accounting systems.

The report shall provide, for all active At Cost TOs and No Cost TOs under the contract, a summary that includes at a minimum:

(a) TO number, TO title, TO type (i.e., FFP or TM/LH), 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), or green (on schedule).

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

SECTION C - CONTRACT CLAUSES

C.1 52.252-2 -- CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): http://www.acquisition.gov/far/index.html

C.2 52.212-4 -- CONTRACT TERMS AND CONDITIONS—COMMERCIAL

ITEMS. (OCT 2018)

(Applicable to Firm Fixed Priced Task Orders)

C.3 52.212-4 -- CONTRACT TERMS AND CONDITIONS—COMMERCIAL

ITEMS. (OCT 2018) ALTERNATE I (JAN 2017).

(Applicable to Time & Material and Labor Hour Task Orders)

C.4 ADDENDUM TO FAR 52.212-4 -- CONTRACT TERMS AND

CONDITIONS—COMMERCIAL ITEMS

(Applicable to all Task Order types)

The following clauses are incorporated into 52.212-4.

C.4.1 52.227-14 RIGHTS IN DATA-GENERAL. (MAY 2014)

C.4.2 52.216-18 ORDERING. (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or TOs by the individuals or activities designated in the Schedule. Such orders may be issued from date of contract award through 60 months after date of award.

(b) All delivery orders or TOs are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or TO and this contract, the contract shall control.

(c) If mailed, a delivery order or TO is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

C.4.3 52.216-19 ORDER LIMITATIONS. (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $3,500, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor-

(1) Any order for a single item in excess of $1,000,000;

(2) Any order for a combination of items in excess of $2,000,000; or

(3) A series of orders from the same ordering office within 30 days that together call for http://www.acquisition.gov/far/index.html quantities exceeding the limitation in subparagraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216- 21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within seven (7) days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

C.4.4 52.216-22 INDEFINITE QUANTITY. (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 12 months after the contract expiration.

C.4.5 52.217-8 OPTION TO EXTEND SERVICES. (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The CO may exercise the option by written notice to the Contractor within 30 days of contract expiration.

C.4.6 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT. (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor anytime prior to contract expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend anytime prior to contract expiration. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 66 months.

C.4.7 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.

C.4.8 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.

C.4.9 DELIVERABLE/DELIVERY SUMMARY (IDIQ)

SOW Reference Contract

Deliverable Due Date Format

B.7.2 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.

C.4.10 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.

C.4.11 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.

C.4.12 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: 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.

C.4.13 CONTRACTING OFFICER’S AUTHORITY

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

Contracting Officer’s Address:

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

C.4.14 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.

C.4.15 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.

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). 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.

C.4.16 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

C.4.17 TASK ORDERS ISSUED AT NO COST TO THE GOVERNMENT

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

See Attachments 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.

C.4.18 AGENCY TASK ORDER OMBUDSMAN

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

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

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

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

United States Department of Transportation Federal Highway Administration Office of the Chief Financial Officer 1200 New Jersey Avenue, SE, E62-204 Washington, DC 20590 Attention: Brian Bezio, Competition Advocate

C.4.19 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 – 693JJ319F00033– 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:

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

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

MMAC

FHWA/AMZ-150

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

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

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

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 – 693JJ319F00033– 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.

C.4.20 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.

C.4.21 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.

C.4.22 TRAVEL AND PER DIEM (APPLICABLE TO AT COST TOs ONLY)

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

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

For all TOs (At-Cost and No-Cost), use of a…