DRAFT RFP - 693JJ324R000004.pdf

RFP 693JJ324R000004

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 IDIQ MINIMUM AND MAXIMUM CONTRACT AMOUNTS

This is a combined synopsis/solicitation for commercial services for an Indefinite Delivery/Indefinite Quantity (IDIQ) contract utilizing Firm-Fixed-Price (FFP), Time and Materials/Labor Hour (TM/LH), or a hybrid of both task order (TO) types in accordance with FAR 16.500.

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

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

(2) No Cost to the Government: (No Cost) task orders will be issued by the Federal Government with $0 funding. The applicant for credit assistance (or its affiliate) will directly make payment to the Contractor for services rendered in accordance with the terms of the sponsor payment letter/agreement executed by the applicant (or its affiliate) and the Contractor. The sponsor payment letter/agreement between the Contractor and the applicant (or its affiliate) will not be subject to the terms of this IDIQ contract or the

FAR.

During the term of the contract, the Government must place At Cost orders totaling a minimum of $20,000. The maximum amount of all At Cost task orders issued against all contracts awarded as a result of this acquisition shall not exceed a ceiling of $9,750,000.00.

No minimum or maximum values are established for No Cost task orders. See Section G.4 for further information on task orders.

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

Labor categories and hourly labor rate ceilings governing TM/LH task orders (both At Cost and No Cost) under this IDIQ contract must conform to Attachment J.1.

Hourly labor rates under this contract include Contractor employee labor, subcontractor employee labor, and consultant labor. The hourly labor rates (unit of issue) are fully burdened with all proportional overhead, fringe, profit/fee, G&A, etc. The hourly labor rates are the maximum burdened rates allowable for TM/LH task order.

Task orders may include travel costs. The Contractor must not charge G&A, profit/fee or other burdens on travel costs.

SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C.1 BACKGROUND

The Build America Bureau (the Bureau), an office within the Department of Transportation (DOT) Office of the Under Secretary for Policy, administers the Transportation Infrastructure Finance and Innovation Act 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 $1.25 billion has been authorized through fiscal year 2026 for TIFIA credit assistance. 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, airport-related projects and the capitalization of a rural projects fund within a state infrastructure bank. To date, the TIFIA program has provided $32 billion in credit assistance to support more than $121 billion in transportation infrastructure investments to help build 96 major transportation projects around the country. For RRIF, up to $35 billion has been authorized for RRIF credit assistance.

To date, the RRIF program has provided $7 billion in credit assistance to help build 40 rail projects around the country.

Further information about the Credit Programs can be found at https://www.transportation.gov/buildamerica.

C.2 OBJECTIVE

The objective of this IDIQ contract is to provide financial advisory services in the surface transportation infrastructure finance area to support the activities of the Bureau. The Contractor shall serve as the external financial advisor for the Bureau, on both At Cost TOs or No Cost TOs.

Typically, the Bureau retains external financial 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).

C.3 SCOPE OF WORK

The Contractor shall perform financial advisory services necessary to support the Bureau’s activities. Activities will include due diligence, credit analysis (project/public/corporate), financial structuring, negotiating, financial modeling, and preparing comprehensive credit reports. This work may pertain to a specific project transaction, portfolio management actions or non-project matters (e.g., training of Bureau staff). All work under this contract shall be performed through the issuance of (a) At Cost TOs where the Bureau is the client and the Bureau pays the advisory fees and expenses or (b) No Cost TOs where the Bureau is the client and the applicant (or its https://www.transportation.gov/buildamerica affiliate) pays the advisory fees and expenses (See Section G). The majority of TOs issued under the IDIQ contract will be issued in the latter manner. The Contractor shall furnish all necessary labor, materials, facilities, and supervision to perform all technical, non-personal services necessary to support of the Bureau.

C.4 LABOR CATEGORY DESCRIPTIONS

Program Manager – Key Personnel

The Program Manager must provide program management and oversight for each task order. As identified in their resume, the Program Manager must have no less than ten years of experience in both leading and supervising teams on projects and loan transactions and managing staff with various work assignments. The Program Manager must ensure that qualified personnel are assigned to the positions required. Additionally, the Program Manager must answer Government staff questions regarding the contract and task orders. More than one Program Manager may be designated but one Program Manager should be identified as the primary Program Manager for the purpose of this contract.

Minimum/Required Experience:

• Ten years of experience leading and supervising teams on projects and loan transactions, and managing personnel

Minimum Education: Master’s Degree

Typical Title: Partner, Managing Director, or Director

Project Manager – Key Personnel

The Project Manager must provide project management and oversight for individual task orders.

As identified in their resume, the Project Manager must have no less than ten years of experience in both leading and supervising teams on projects and loan transactions and managing staff with various work assignments. A Project Manager must provide leadership, vision, deep financial or subject matter expertise, and strategic direction to the transaction team and client stakeholders. A Project Manager acts as the liaison between stakeholders, with overall responsibility for managing the delivery and quality of the financial analysis and credit evaluation of a transaction.

Minimum/Required Experience:

• Ten years of experience leading and supervising teams on projects and loan transactions, and managing personnel

Minimum Education: Master’s Degree

Typical Title: Partner, Managing Director, or Director

Financial Analyst (Senior and Junior)

A Financial Analyst provides professional skills necessary to undertake complex financial assessments and credit evaluations. A Financial Analyst works on projects and loan transactions efficiently with general supervision by a Project Manager. A Financial Analyst reviews financial and economic data, produces financial due diligence requests, develops risk assessments, and drafts financial recommendations and credit assessments that inform credit decisions and loan agreements documentation.

Minimum/Required Experience:

• Senior: Eight years of financial analysis experience (with a related undergraduate degree) or

Five years of financial analysis experience (with a related master’s degree)

• Junior: Five years of financial analysis experience (with a related undergraduate degree) or

Two years of financial analysis experience (with a related master’s degree)

Minimum Education: Undergraduate Degree (with requisite experience)

Typical Title: Manager, Associate, or Analyst

Modeler (Senior and Junior)

A Modeler provides professional skills necessary to review, improve, and utilize financial models. A Modeler works on projects and loan transactions efficiently with general supervision by a Project Manager. A Modeler reviews and audits financial models, recommends edits and modifications to financial models, and runs sensitivity analyses to support and inform financial recommendations and credit assessments that inform credit decisions and loan agreements documentation.

Minimum/Required Experience:

• Senior: Five years of financial modeling experience (with a related undergraduate degree) or

Two years of financial modeling experience (with a related master’s degree)

• Junior: Three years of financial modeling experience (with a related undergraduate degree) or

One year of financial modeling experience (with a related master’s degree)

Minimum Education: Undergraduate Degree (with requite experience)

Typical Title: Associate or Analyst

Subject Matter Expert

A Subject Matter Expert (SME) provides specialized expertise and knowledge necessary to fully undertake complex financial assessments and credit evaluations. A SME works on projects and loan transactions efficiently with general supervision by a Project Manager. A SME uses their specificized knowledge in a particular field to inform the work of other team members in the development of financial due diligence requests, risk assessments, and drafts financial recommendations and credit assessments that inform credit decisions and loan agreements documentation.

Minimum/Required Experience:

• Ten years of experience in the specialized field (with a related undergraduate degree) or

Seven years of experience in the specialized field (with a related master’s degree)

Minimum Education: Undergraduate Degree (with requisite experience)

Typical Title: Partner, Managing Director, Director, or Manager

Administrative Support

Administrative Support provides any administrative support required by the proposed transaction team while performing work under a task order.

Minimum/Required Experience: None

Minimum Education: None

Typical Title: N/A

C.5 TASK REQUIREMENTS

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- CREDIT ANALYSIS

• Evaluate the project’s plan of finance and underlying economics, including a detailed assessment of the project’s cash flow, and provide an overall determination of the project’s creditworthiness. This could include the review/analysis of the Project economics, including, but not limited to: an assessment of the reasonableness of assumptions related to revenue (toll revenues/availability payments/freight revenue/ sales tax collections etc.), capital and operations and maintenance expenditure forecasts, other costs, and reserve mechanisms proposed to set aside funding for these expenses.

• For corporate and public borrowers, as well as key counterparties, analyze their credit and their ability to honor their obligations under the loan agreement. This should include an assessment of both:

o Financial risk (quantitative) by analyzing the borrower/counterparties’ historical financial information and how the proposed financing will impact leverage.

o Business Risk (qualitative) considering various factors including management structure, overall competitive position, corporate experience and structure.

• Review the contractual structure being proposed to develop, operate and maintain the project.

• Review other project risks, including reasonableness of the construction schedule, ability of the project to withstand unexpected cost escalations or revenue downturns and the ability of the borrower to manage such risks.

• Evaluate the proposed legal structure for repayment of the proposed loan, including flow of funds, lien status, debt service coverage requirements, rate covenants, reserve funds, other current and potential obligations, etc., as applicable.

• Review the supporting documentation submitted by the Borrower or project sponsors and the underlying project documents to identify any other issues that may affect the financial viability of the project and to determine the adequacy of financial provisions.

TASK AREA B- COLLATERAL APPRAISAL

• Identify and list collateral (if any) being pledged by the Borrower to secure the proposed financing and provide an appraisal by a qualified appraiser. Appraisals shall be calculated at the net liquidation value or going concern value, as appropriate. Any appraisals must conform to the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, 42 USC 4601 and DOT’s implementing regulations 49 CFR Part 24 if applicable.

TASK AREA C- FINANCIAL MODELING

• Review the financial model provided by the borrower/sponsor to ensure it is logically constructed, consistent with best practice, incorporates key assumptions, and accurately reflects the project’s financing structure.

• Assess the model’s capability for evaluating alternative scenarios and stress testing and its adequacy to meet Bureau’s requirements. For certain projects, the Bureau may require that its financial advisor to develop an independent model with the ability to evaluate alternative financial structures, run sensitivities and scenarios.

• Perform detailed financial calculations and establish ratios related to the overall financial structure of the transaction. These calculations shall include, as appropriate, measures of liquidity and financial strength such as coverage ratios, debt capacity, alternative repayment structures, sensitivity analysis, stress testing and other tests.

• Prepare amortization schedules for the proposed Bureau credit instrument showing debt service coverage for all debt obligations, including senior debt and the TIFIA/RRIF loan, under alternative scenarios.

TASK AREA D-FINANCIAL STRUCTURING / NEGOTIATING

• Recommend credit protections to strengthen the overall creditworthiness of the project, including, but not limited to, reserve funds, coverage requirements, cash sweeps, and financial covenants. Provide guidance as to current market trends and practices.

• Perform financial analyses in support of the negotiations, including undertaking sensitivity analysis for different financial terms and scenarios.

• Advise in negotiating commercial and financial terms of the legal agreements to be executed by the Bureau and the Borrower or other project and finance counterparties. Support the Bureau team in all other negotiations related to the loan documentation, as needed.

TASK AREA E- CREDITWORTHINESS REPORTING

• Submit a comprehensive report to the Bureau on the creditworthiness of the borrower/project, including a detailed risk analysis, recommendations (and suggested modifications to the credit metrics, if applicable) on the proposed structure of the transaction, potential alternative structures for the financial plan, and terms/conditions of the credit.

• Following submission of the complete application from the borrower, submit an updated report to the Bureau supplementing the report on the creditworthiness of the project highlighting any changes in the financial plan for the project (or any other relevant information) since the last report was submitted and its impact on the project’s creditworthiness.

• If included in the relevant TO, submit (in the form designated by the Bureau) a summary of the credit including the relevant terms and conditions to the Bureau Credit Program.

TASK AREA F- CLOSING

• Review the final model, confirm it includes the correct interest rate(s), certify that it is functional, reflects the deal as documented in the loan agreement(s), and correctly produces the required schedules to be included in such agreements.

TASK AREA G- PORTFOLIO MANAGEMENT

• Perform tasks (as appropriate) from the above in connection with major loan agreement amendments or waivers. This work may include analysis of the impact of any proposed amendments/waivers to the senior and/or TIFIA credit agreements, the review of updated cash flow projections and financial models, and the review of related documents, including financial statements.

TASK AREA H- 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 USDOT (including the Bureau Credit Program staff, USDOT in-house counsel and outside advisors) and the borrower, 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 USDOT 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).

C.6 CONTRACT LEVEL REQUIREMENTS

C.6.1 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.

C.6.2 IDIQ PROGRESS REPORTS

The Contractor shall submit an electronic copy (2016 or higher Microsoft Office or PDF) of a contract level consolidated monthly progress report to the 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

Preservation, packing, and packaging of items for shipment must 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 must clearly mark each shipment with the company name, the contract number, task order number (if applicable), and as appropriate the item identification, quantity of items, and notice of partial or final delivery.

D.3 F.O.B. POINT

The F.O.B. point for any hard copy submittals and delivered items, unless otherwise directed by the Government must be:

Office of the General Counsel

U.S. Department of Transportation 1200 New Jersey Ave, SE Room number: Designated by letter at award Washington, DC 20590 Attn: COR designated by letter at award

SECTION E - INSPECTION AND ACCEPTANCE

E.1 CLAUSES INCORPORATED BY REFERENCE

52.246-4 INSPECTION OF SERVICES - FIXED-PRICE. (AUG 1996)

52.246-6 INSPECTION - TIME-AND-MATERIAL AND LABOR-HOUR. (MAY 2001)

E.2 INSPECTION AND ACCEPTANCE

All work hereunder must be subject to review by the Government. Certification by the Government of satisfactory services provided is contingent upon the Contractor performing in accordance with the terms and conditions of the contract, any task order issued, and all modifications. The COR is responsible for inspection and acceptance of all deliverables and services.

E.3 ACCEPTANCE CRITERIA

Certification by the Government of satisfactory services provided is contingent upon the Contractor performing in accordance with the terms and conditions of the contract, any task orders issued, and all modifications.

SECTION F - DELIVERIES OR PERFORMANCE

F.1 CLAUSES INCORPORATED BY REFERENCE

52.242-15 STOP-WORK ORDER. (AUG 1989)

52.242-17 GOVERNMENT DELAY OF WORK. (APR 1984)

52.247-34 F.O.B. DESTINATION. (NOV 1991)

F.2 PERIOD OF PERFORMANCE

The period of performance under this IDIQ contract (for the purposes of placing orders) is five years from the effective date of the contract. Task orders may be issued up to the final day of the contract period of performance provided that the task order can be completed in accordance with FAR 52.216-22. There are no option periods under the contract. Options may be used for task order performance.

F.3 METHOD OF DELIVERY

Electronic copies must be delivered using 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 must be made via email, unless otherwise agreed to by the COR.

F.4 DELIVERABLE/DELIVERY SUMMARY (IDIQ)

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

SOW Reference Contract

Deliverable Due Date Format

C.6.1 Kick-Off Meeting Within 3 weeks of contract award

Electronic 2016 or higher MS Word, Excel, PowerPoint or PDF (this is provided by the Government).

C.6.2 Monthly IDIQ Progress Reports

10th of the month Electronic 2016 or higher MS Word, Excel, or PDF.

F.5 PLACE OF DELIVERY

All task order deliverables must be delivered to the COR or task order Contracting Officer’s Representative (TOCOR) as outlined in the task order. The quarterly progress reports must be delivered electronically to the Contract Specialist/Contract Administrator, Contracting Officer, and the COR.

F.6 PLACE OF PERFORMANCE (TASK ORDER SPECIFIC)

Unless otherwise designated at the task order level, the Contractor must perform most the work at the Contractor’s facility.

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 CONTRACT ADMINISTRATION DATA

The Contractor must 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 must designate a single Program Manager (PM) to oversee this contract and supervise staff assigned to this contract, and act as the primary point of contact for DOT on the same.

The Contractor must provide all personnel, supplies, facilities, transportation, materials, supervision, and other items and non-personal services necessary to meet the requirements of the

TO.

G.2 CONTRACTING OFFICER’S AUTHORITY

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

Contracting Officer’s Address:

DOT Federal Highway Administration 1200 New Jersey Avenue, SE Room: E66-327 – Mail Code: HCFA-32 Washington, DC 20590

G.3 CONTRACTING OFFICER’S REPRESENTATIVE AND TASK ORDER COR

(a) The Contracting Officer is the only individual authorized to enter into or terminate this contract, modify any term or condition of this contract, waive any requirement of this contract, or accept nonconforming work delivered under this contract.

(b) The Contracting Officer must designate a COR by written notice to the Contractor. The COR’s responsibilities must include technical monitoring of the Contractor’s performance and inspecting and accepting deliveries under the contract.

(c) As needed, the Contracting Officer may appoint a TOCR. The TOCOR’s responsibilities must include technical monitoring of the contractor’s performance as well as inspecting and accepting deliveries under specified task order(s). Any changes to the TOCOR delegation will be made in writing. Notification of any changes will be provided to the contractor and

COR.

(d) 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.

(e) The Contractor must comply with the written or oral direction of the Contracting Officer or authorized representative(s) acting within the scope and authority of the appointment memorandum. The Contractor need not proceed with direction that it considers to have been issued without proper authority. The Contractor must notify the Contracting Officer in writing, with as much detail as possible, when the COR or TOCOR has taken an action or has issued direction (written or oral) that the Contractor considers to exceed the COR or TOCOR’s appointment, within three days of the occurrence. Unless otherwise provided in this contract, the Contractor assumes all costs, risks, liabilities, and consequences of performing any work it is directed to perform that falls within any of the categories defined in paragraph (c) prior to receipt of the Contracting Officer’s response issued under paragraph (e) of this clause.

(f) The Contracting Officer must respond in writing within 30 days to any notice made under paragraph (e) 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, must be subject to the provisions of the Disputes clause of this contract.

(g) The Contractor must provide copies of all correspondence to the Contracting Officer and the

COR and TOCOR, if applicable.

(h) Any action(s) taken by the Contractor, in response to any direction given by any person acting on behalf of the Government or any Government official other than the Contracting Officer or the COR acting within his or her appointment, must be at the Contractor’s risk.

G.4 TASK ORDER PROCEDURES

The following ordering procedures apply to all task orders issued by the Government under this contract, inclusive of both types of orders: (1) At Cost to the Government; and (2) No Cost to the Government. Fair opportunity for task orders will be given to all awardees unless an exception applies in accordance with FAR 16.505(b)(2).

Any supplies/services to be furnished under this contract will be ordered by issuance of written task orders. Task orders must be issued in accordance with FAR 52.216-18, 52.216-19, and 52.216-22 (See Section I).

In addition:

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

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

(c) The Contracting Officer or Contract Specialist will issue Task Order Proposal Requests

(TOPRs) to the Contractor(s).

(d) The TOPR may be placed by written communications or electronic means. Each TOPR will indicate the task order type, the due date for proposal submission, any special requirements, and the selection criteria.

(e) Upon receipt of a TOPR, the Contractor must prepare and submit a written task order proposal within the timeframe specified for submission. The task order proposals must be in accordance with the instructions of the TOPR. In lieu of submitting a task order proposal, if the Contractor is not able or elects not to compete for a specific task order, the Contractor must state so in writing to the Contracting Officer and/or Contract Specialist.

(f) The Contractor’s proposal must conform to the requirements and instructions to Offerors set forth in the TOPR.

(g) The Contractor must not commence work on a task order without written authorization from the Contracting Officer.

G.4.1 PLACEMENT OF ORDERS

The Contractor must provide goods and/or services under this contract only as directed in orders issued by an authorized Contracting Officer.

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

(i) Name and signature of Contracting Officer

(ii) Task order number and contract number

(iii) Effective Date of task order

(iv) Task order subject and description of work (including deliverables/schedule)

(v) Period of performance

(vi) Total amount of task order

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

(viii) Reporting Requirements

(ix) Work Plan

(x) Key Personnel

(b) In accordance with FAR 52.216-18, Ordering, the following individuals (or activities) are authorized to place orders against this contract:

1. FHWA Contracting Officers

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

The costs and expenses for task orders issued at no-cost to the Government will be paid by the applicant for credit assistance (or its affiliate). In all instances, when a Contractor is engaged to represent the Bureau on a Bureau financing transaction or other matter and is paid by the applicant (or its affiliate) (an Applicant-Pays Bureau Representation), the Bureau is still the client of the law firm/Contractor.

On each 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 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:

(a) State that the applicant or the borrower or their affiliate, as applicable, will pay the

Contractor’s legal fees and expenses in connection with the Applicant-Pays Bureau Representation and irrespective of whether the Government ultimately provides credit assistance to the borrower, and the Contractor will look only to the applicant or the borrower or their affiliate, as applicable, for any payment, and not to the Bureau or the Government;

(b) 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 must 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;

(c) State that neither the applicant or the borrower or their affiliate, as applicable, must seek reimbursement from the Government for fees and expenses of the Contractor, and the Government must not be liable to the applicant or the borrower or their affiliate, as applicable, the Contractor, or any other person for such fees and expenses;

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

(e) State that the correctness and completeness of the fees and expenses invoiced by the Contractor must be determined through the statements submitted to and verified by the Bureau;

(f) Include an undertaking by the Contractor to submit bills for its fees 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 (having due respect for maintaining attorney-client privilege), (b) the name and billing rate of each person who provided services during that period, (c) the total number of hours billed by each person for each service described in (a) and for the billing period as a whole, (d) a list of reimbursable expenses itemized by category, and (e) the total amount of fees and expenses billed by the Contractor to date on the Applicant-Pays Bureau Representation; and

(g) State that the applicant or the borrower or their affiliate, as applicable, and the Contractor agree that the sponsor payment letter must be subject to review and approval by the COR for all purposes and they will not amend, modify, alter, or change in any way this sponsor payment letter prior to notifying the COR and submitting any amendment, modification, alteration, or change to the Sponsor Payment Letter to the COR and Contracting Officer.

The Contractor must 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 must promptly respond to inquiries from the applicant (or its affiliate) or the Government regarding past and expected fees and expenses. The Contractor must incur only reasonable expenses necessary to achieve the Bureau’s objectives in connection with an Applicant-Pays Bureau Representation.

G.6 AGENCY TASK ORDER OMBUDSMAN

The Contracting Officer’s selection decision on each task order request must be final and is not subject to protest, except for a protest that the task order increases the scope, period, or maximum value of the contract. Accordingly, in accordance with FAR 16.505(b)(8), an ombudsman has been appointed to hear and facilitate the resolution of contractor’s concerns resulting from task order award. The existence of the ombudsman does not diminish the authority of the Contracting Officer.

Further, the ombudsman does not participate in the evaluation of the proposals or the adjudication of formal contract disputes. Therefore, before consulting with the ombudsman, interested parties must first address their concerns, issues, disagreements and/or recommendations to the Contracting Officer for resolution.

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

United States Department of Transportation Federal Highway Administration Office of Administration 1200 New Jersey Avenue, SE Washington, DC 20590 Location: E66-320 Attention: Arlan Finfrock, Competition Advocate

G.7 INVOICES

A separate invoice must be submitted for each task order under this contract. Invoices must be submitted no more frequently than monthly. Final invoices must be submitted within 30 days after delivery or performance of work.

Task Orders Issued At Cost to the Government For task orders issued At Cost to the Government, the Contractor must submit invoices as follows:

ELECTRONIC SUBMISSION OF PAYMENT REQUESTS

(a) Definitions. As used in this clause—

(1) Contract financing payment has the meaning given in FAR 32.001.

(2) Payment request means a bill, voucher, invoice, or request for contract financing payment or invoice payment with associated supporting documentation. The payment request must comply with the requirements identified in FAR 32.905(b), “Content of Invoices,” this clause, and the applicable Payment clause included in this contract.

(3) Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests.

(4) Invoice payment has the meaning given in FAR 32.001.

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the Contractor shall submit payment requests in electronic form. Purchases paid with a Governmentwide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) The Department of Transportation utilizes the Delphi eInvoicing web-portal for processing invoices. For vendors submitting invoices, and certain grantees submitting payment requests, they will be required to submit invoices via Delphi eInvoicing which is accessed and authenticated via www.login.gov

(d) In order to receive payment and in accordance with the Prompt Payment Act, all invoices submitted as attachments in the Delphi eInvoicing web-portal shall contain the following:

(1) Invoice number and invoice date.

(2) Name and address of the Contractor.

(2) Period of performance covered by invoice.

(3) Contract number and title.

(4) Name of COR and Contract Specialist (5)Task/Delivery Order number and title (if applicable).

(6) Total amount billed (by CLIN, if applicable), for period of performance covered by invoice

(7) Hours expended per individual under the task order (for TM/LH task orders).

(8) Cumulative total billed for all work under the Task Order to date.

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

If the contract includes allowances for travel, all invoices which include charges pertaining to travel expenses will catalog a breakdown of reimbursable expenses with the appropriate receipts to substantiate the travel expenses.

(e) Payment system registration. All persons accessing the Delphi eInvoicing web-portal will be required to have their own unique user Delphi eInvoicing ID and password and be credentialed through login.gov.

(1) Electronic authentication. See www.login.gov for instructions. Click on the following link for instructions on establishing a login.gov account: https://www.login.gov/help/get-started/create-your-account/

(2) To create a login.gov account, the user will need a valid email address and a working phone number. The user will create a password and then login.gov will reply with an email confirming the email address.

(3) Vendor POC’s who require access to the eInvoicing web-portal for invoice submission and payment tracking purposes will be required to provide their full name, email address, and current phone number to the agency POC to initiate the Delphi eInvoicing web-portal account.

Vendor users and the agency POC will be notified via e- mail when the account is created. The vendor user will be provided detailed instructions for logging into their Delphi eInvoicing account. FHWA’s agency POC may be contacted at omarr.lee@dot.gov.

If the Vendor has any general questions or issues accessing the iSupplier web-portal, please have them contact the ESC iSupplier helpdesk either at:

• https://einvoice.esc.gov/

• Call Delphi Help Desk at 1-866-641-3500, option #4, then option #3

(4) Training on Delphi. To facilitate use of DELPHI, comprehensive user information is available at http://einvoice.esc.gov.

(5) Account Management. Vendors are responsible for contacting the Delphi Help Desk when their firm’s points of contacts will no longer be submitting invoices so they can be removed from the system. Instructions for contacting the Delphi Help Desk can be found at http://einvoice.esc.gov.

• To add new points of contacts, Vendors are to submit the name(s), email address(es) and phone number(s) to omarr.lee@dot.gov

(f) Account Management. If a user ID becomes inactive/times out due no activity by the POC, the Vendor must contact omarr.lee@dot.gov with the full name, title, phone number, e-mail http://einvoice.esc.gov/ mailto:omarr.lee@dot.gov mailto:omarr.lee@dot.gov address, and user ID of the POC to be reactivated. To prevent being timed out due to no-activity, users should login once within 45 days of their last login.

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

(a) A separate invoice must be submitted for each task order under this contract.

(b) Invoices must be submitted no more frequently than monthly. Final invoices must be submitted within 30 days after delivery or performance of work.

(c) Include the invoice and supporting documents in the email as an attached PDF document.

(d) Include in the e-mail subject line the following:

(1) Invoice No.

(2) Task order number

(3) Name of your Company/Organization

(4) Attention: COR’s name (cc Contract Specialist) Example: Invoice No. 35 – 693JJ324F00033– Contractor Name – Attention: Jase Cabrera, COR

If the invoice and supporting documents exceed 8 MB as an e-mail attachment, the Contractor must submit the invoice and supporting documents via mail or courier service to the address of the COR listed in the task order award.

(f) Invoice documentation must include:

(1) Name and address of the Contractor.

(2) Invoice number and invoice date.

(3) Task order number and title (if applicable).

(4) Period of performance covered by invoice.

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

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

(7) Total amount of billing for the relevant month; all outstanding amounts, if any for the previous billing period; and the cumulative total billed for all work under the task order.

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

(9) Name of the Contracting Officer.

G.8 PAYMENT

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

For TM/LH, the Contractor may request payment on a monthly basis for work performed during the preceding reporting period. The Contractor must invoice in accordance with the established labor categories and, in the case of task orders issued at cost to the Government, prices must not exceed the task order obligated funding amount. The Contractor must provide sufficient detail, including fully burdened labor rates and hours worked, to support the invoice. Allowable materials costs, including travel expenses, must be reimbursed at cost. Inclusion of indirect burden amounts on materials is not allowable. For allowable reimbursable travel and material line item costs, the Contractor must 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 task orders issued, the Contractor must notify the task order Contract Specialist, Contracting Officer, and COR in writing, within five (5) calendar days, when costs incurred exceed 75% of the obligated funds.

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

G.10 TRAVEL AND PER DIEM

To the extent applicable to the task order, travel and per diem will be reimbursed in accordance with the Federal Acquisition Regulation and the applicable Federal Travel Regulations in effect at the time of the travel. For TM/LH task orders issued at cost to the Government, the Contractor must invoice in accordance with FAR 31.205-46, Travel Costs, and Federal Travel Regulations, and must submit documentation of all travel costs. Travel must be based on the most economical form of transportation available only. This includes using connecting rather than direct flights, and reasonable efforts to insure the most economical flights or train routings are secured. If economy class transportation is not available, the invoice must include justification for use of higher class travel indicating dates, times, and flight numbers.

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

Use of a rental car must always be justified, and their use is to be the exception rather than the rule.

Alternate methods of local travel must be used whenever possible such as hotel or airport shuttles and taxies. If using a rental car, your justification must include: the distance from the airport to the hotel and then to the training site, also the name, phone number, and cost of a shuttle service, or statement that none are available. The Government is only obligated to pay reasonable costs, and without proper justification, charges will be reduced or eliminated as being unreasonable.

Personal convenience or “club” membership is not a justification for higher airfares, rental cars or the choice of airlines or hotels. The Contractor must always attempt to receive the Government rate for auto rentals and hotel rooms. Authorization letters will be issued to travelers upon request.

G.11 SUBCONTRACTS – ADVANCE NOTIFICATION AND CONSENT

Under this contract, the requirement of FAR 44.2, Consent to Subcontracts, has been fulfilled for the following subcontracts:

(a) N/A

Any future change or revision to the scope of work or other applicable aspects of this contract must include the subcontract(s) only to the extent that performance of the subcontract(s) is directly affected by the change or revision.

G.12 TECHNICAL DIRECTION

Performance of the work under this contract is subject to the technical direction of the COR. The Contracting Officer may also appoint a TOCOR to provide Technical Direction related to specific task orders under this IDIQ contract.

The term “Technical Direction” is defined to include, without limitation, the following:

(a) Direction to the Contractor which redirects the efforts, shifts work emphasis between work areas, requires pursuit of certain lines of inquiry, fills in details or otherwise serves to accomplish the statement of work;

(b) Provision of information to the Contractor that assists in the interpretation of drawings, specifications or technical portions of the work description; and,

(c) Review and approval/rejection of technical reports, drawings, specifications and technical information to be delivered by the Contractor.

All Technical Direction must be within the general scope of work stated in the contract and task order. The COR and TOCOR do not have the authority to and may not issue any Technical Direction that:

(a) Constitutes an assignment of additional work outside the general scope of the base contract;

(b) Constitutes a change as defined in the base contract clause entitled “Changes”;

(c) In any manner causes an increase or decrease in prices set forth in Section B; or

(d) Changes any of the expressed terms, conditions or specifications of the contract.

All Technical Direction must be issued in writing, or must be confirmed in writing by the COR or TOCOR (if applicable) within three working days after issuance. The Contractor must proceed promptly with the performance of duly issued Technical Directions. However, if in the opinion of the Contractor, the direction issued but the COR or TOCOR is within one of the prescribed categories in (i) through (vi) above, the Contractor must not proceed, but must notify the Contracting Officer in writing, within three working days after receipt of any such direction. The Contracting Officer will determine if the Technical Direction is proper, or if a contract modification would be required to properly implement the direction.