SOW-OSCounselRFQ20Q000001_110519.docx

RFQ 693JJ6-20-Q-000001 10/29/2019

STATEMENT OF WORK

OUTSIDE COUNSEL SUPPORT

BACKGROUND AND OBJECTIVE

This solicitation seeks to procure contract legal services related to Federal Railroad Administration (FRA) actions in connection with the mortgage between the National Railroad Passenger Corporation (Amtrak) and FRA, dated December 9, 1976, as amended (Federal Mortgage) and the accompanying note also dated December 9, 1976, as amended, the easement between Amtrak and FRA, dated October 17, 1978 and the Declaration of Covenants, Conditions, Charges and Restrictions for North East Corridor Maintenance between Amtrak and FRA, dated October 27, 1976, the security agreement and note by Amtrak, dated October 5, 1983, and related documents, each as applicable, (together the “Federal Documents”). Offerors will advise and represent FRA with respect to the above documents on transactions such as that described immediately below and on other matters related to the above documents as directed.

Amtrak requested from FRA an action related to FRA’s lien under the Federal Mortgage on certain property connected to Baltimore Penn station, in Baltimore, MD, in connection with a proposed redevelopment of Baltimore Penn Station and the adjoining lot. FRA will require support for this transaction immediately as the closing is possible in December 2019. For additional information, see https://www.baltimorepennstation.com/. A copy of the request and transaction documents will be provided upon award.

SCOPE OF WORK

In performing the work described below, the Contractor shall keep all information and negotiations confidential and will communicate directly to Contracting Officer Representative (COR) and the designated attorney in the FRA Office of Chief Counsel.

All communication with parties to the transaction outside of FRA shall occur with the participation and/or the approval of FRA counsel responsible for providing advice on the transaction and to whom the selected Contractor is responsible.

The Contractor is expected to provide legal services via phone and email. The contractor is not expected to travel to Washington, D.C.

Technical expertise required:

· Providing advice and counsel to FRA regarding all legal aspects of actions or potential action, under the Federal Documents, including advising, reviewing, drafting, and providing negotiating assistance regarding all legal aspects related to the actions, such as lien release, waivers, and subordination agreements.

Experience required:

· Providing legal advice and counsel to entities, and ideally Federal agencies, with complex loan portfolios secured by real property mortgages and personal property liens.

· Representing entities, and ideally Federal agencies, with complex loan portfolios in transactions involving large, complex real property developments or similar large transactions affecting the collateral.

· Reviewing, providing drafting assistance, providing assistance with negotiations, and releasing liens, granting waivers, or other solutions related to collateral, and ideally Federal agency collateral documents.

· Furnishing legal memoranda that could be incorporated into a briefing memorandum making recommendations with regard to the FRA's execution of the agreements related to the Federal Documents

The Contractor shall provide FRA counsel in connection with FRA decision-making and action on the Federal Documents and related documents, as each is applicable, including with respect to Amtrak requests as directed, and in particular, Amtrak’s request regarding Baltimore Penn Station. The Contractor shall review and draft necessary documentation using plain language, and assist with any closings and/or filing actions as directed. Specific tasks may include the following:

1. Kick-off call for background

2. Review the documents as appropriate

3. Review Amtrak requests and related project documentation

4. Review transaction documentation including the draft leases and master development agreement

5. Review proposed subordination, non-disturbance and attornment agreements and lien release agreements

6. Advise FRA on requests related to the above documents and recommended courses of action including the associated strengths and weaknesses of each, given FRA’s unique position

7. Provide memo documenting decision and rationale

8. Draft documents as necessary

* Due dates may be revised by the COR

PERIOD OF PERFORMANCE

The period of performance is 24 months from date of award.