Financial Assessment RFP_Final_.pdf

DTFR53-08-R-00004

SOLICITATION, OFFER AND AWARD

4. TYPE OF SOLICITATION2. CONTRACT NUMBER 3. SOLICITATION NUMBER

7. ISSUED BY

CODE

8. ADDRESS OFFER TO (If other than Item 7)

ORDER UNDER DPAS (15 CFR 700)

6. REQUISITION/PURCHASE NUMBER

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

NEGOTIATED (RFP)

SEALED BID (IFB)

5. DATE ISSUED

1. THIS CONTRACT IS A RATED RATING PAGE OF PAGES

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C. E-MAIL ADDRESS

EXT.NUMBERAREA CODE

B. TELEPHONE (NO COLLECT CALLS)A. NAME

10. FOR

INFORMATION

CALL:

CAUTION: LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

(Date)(Hour) local timeuntildepository located in copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if hand carried, in the

SOLICITATION

9. Sealed offers in original and

PART IV - REPRESENTATIONS AND INSTRUCTIONS

OTHER STATEMENTS OF OFFERORS

EVALUATION FACTORS FOR AWARD

INSTRS., CONDS., AND NOTICES TO OFFERORS

REPRESENTATIONS, CERTIFICATIONS AND

LIST OF ATTACHMENTS

CONTRACT CLAUSES

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

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SPECIAL CONTRACT REQUIREMENTS

CONTRACT ADMINISTRATION DATA

DELIVERIES OR PERFORMANCE

INSPECTION AND ACCEPTANCE

PACKAGING AND MARKING

DESCRIPTION/SPECS./WORK STATEMENT

SUPPLIES OR SERVICES AND PRICES/COSTS

SOLICITATION/CONTRACT FORM

PART II - CONTRACT CLAUSESPART I - THE SCHEDULE

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SEC. DESCRIPTION

PAGE(S)

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11. TABLE OF CONTENTS

18. OFFER DATE17. SIGNATURE

SUCH ADDRESS IN SCHEDULE.

IS DIFFERENT FROM ABOVE - ENTER

15C. CHECK IF REMITTANCE ADDRESS

EXT.NUMBERAREA CODE

15B. TELEPHONE NUMBER

(Type or print)

AND

ADDRESS

OF

OFFEROR

CODE FACILITY

16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER15A. NAME

DATEAMENDMENT NO.DATEAMENDMENT NO.

and related documents numbered and dated):

amendments to the SOLICITATION for offerors

(The offeror acknowledges receipt of

14. ACKNOWLEDGEMENT OF AMENDMENTS

CALENDAR DAYS (%)30 CALENDAR DAYS (%)20 CALENDAR DAYS (%)10 CALENDAR DAYS (%)

(See Section I, Clause No. 52.232.8)

13. DISCOUNT FOR PROMPT PAYMENT

designated point(s), within the time specified in the schedule.

by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the

12. In compliance with the above, the undersigned agrees, if this offer is accepted within ______________ calendar days (60 calendar days unless a different period is inserted

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

OFFER (Must be fully completed by offeror)

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

28. AWARD DATE

(Signature of Contracting Officer)

27. UNITED STATES OF AMERICA

25. PAYMENT WILL BE MADE BY

26. NAME OF CONTRACTING OFFICER (Type or print)

CODE

24. ADMINISTERED BY (If other than Item 7)

ITEM

(4 copies unless otherwise specified)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

41 U.S.C. 253 (c) ( 10 U.S.C. 2304 (c) (

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

21. ACCOUNTING AND APPROPRIATION

20. AMOUNT

19. ACCEPTED AS TO ITEMS NUMBERED

AWARD (To be completed by government)

CODE

509305/21/2008

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RAD-30

Federal Railroad Administration

Office of Acq. and Grant Services

Stop 50

1120 Vermont Avenue NW

Washington DC 20590

1630 ES 06/24/2008

Tracey Cross tracey.cross@dot.gov

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PAGE(S)

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

STANDARD FORM 33 (Rev. 9-97)

Prescribed by GSA - FAR (48 CFR) 53.214(c)

ITEM NO. SUPPLIES/SERVICES

QUANTITY

UNIT UNIT PRICE AMOUNT

NAME OF OFFEROR OR CONTRACTOR

2 46

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED

PAGE OF

DTFR53-08-R-00004

(A) (B) (C) (D) (E) (F)

Delivery: 90 Days After Award

Delivery Location Code: RDV-12E

Alexander Roth

Department of Transportation

Federal Railroad Administration

Office of Freight Programs

1120 Vermont Avenue NW

Washington DC 20590 USA

FOB: Destination

0001 Multiple award IDIQ contract for financial analysis services for the FRA's RRIF loan program.

OPTIONAL FORM 336 (4-86)

Sponsored by GSA

FAR (48 CFR) 53.110

NSN 7540-01-152-8067

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

FINANCIAL ANALYST SERVICES

Line Item / Description Qty / Unit / Maximum Price

0001 Base Contract

Performance Period: One year from the effective date of contract for financial analysis services for the Federal Railroad Administration’s Railroad Rehabilitation and Improvement Financing (RRIF) program 1 LOT $__________

Offerors shall cite the applicable labor categories and rates anticipated to be billed over the contract period for this CLIN.

Add or delete sub-CLINs as needed.

Labor Category Rate

0002 Travel (NTE) 1 LOT $___TBD____

0003 Option 1

Performance Period: If exercised, one year from the end of the base period Option to extend contractor financial analysis services for the Federal Railroad Administration’s Railroad Rehabilitation and Improvement Financing (RRIF) program 1 LOT $__________

Offerors shall cite the applicable labor categories and rates

0004 Travel (NTE) 1 LOT $___TBD____

0005 Option 2 Performance Period: If exercised, one year from the end of the first option period Option to extend contractor financial analysis services for the Federal Railroad Administration’s Railroad Rehabilitation and Improvement Financing (RRIF) program 1 LOT $__________

Offerors shall cite the applicable labor categories and rates

0006 Travel (NTE) 1 LOT $___TBD____

0007 Option 3 year from the end of the second option period Option to extend contractor financial analysis services for the Federal Railroad Administration’s Railroad Rehabilitation and Improvement Financing (RRIF) program 1 LOT $__________

Offerors shall cite the applicable labor categories and rates

0008 Travel (NTE) 1 LOT $___TBD____

0009 Option 4 year from the end of the third option period Option to extend contractor financial analysis services for the

Federal Railroad Administration’s Railroad Rehabilitation and Improvement Financing (RRIF) program 1 LOT $__________

Offerors shall cite the applicable labor categories and rates

0010 Travel (NTE) 1 LOT $___TBD____

TOTAL MAXIMUM CONTRACT PRICE----------------------------------$____________

**All proposed rates shall be fully burdened.

NOTE: The NTE amount for travel will be determined at time of award. Any estimate for travel costs will be billed against the NTE CLIN for Travel. A breakout of any estimated costs such as air fare, per diem, rental car, and privately-owned vehicle mileage are to be shown on the invoice. The contractor is responsible for the submission of any receipts or other supporting documentation specified in the applicable travel regulations.

The Government anticipates adequate price competition under this solicitation. Offerors will not be requested to submit certified cost or pricing data with their proposals. If the Government determines additional supporting cost or pricing data is needed to conduct effective or meaningful negotiations or to determine the reasonableness of prices, offerors shall be requested to provide such data.

B.1 SUPPLIES OR SERVICES TO BE PROVIDED

This is an Indefinite Delivery Indefinite Quantity (IDIQ) type contract that provides for the acquisition of services as set forth in the Statement of Work included herein in Section C.

Specific tasks will be issued through individual competitive task orders. Firm Fixed Price task orders will be issued individually in accordance with the terms and conditions described in Section H – Special Contract Requirements or as specified elsewhere in the contract. Funds will be obligated by individual task orders.

(a) Upon execution of task orders, the contractor shall provide the personnel, facilities, equipment, and other materials and services necessary to perform the requirements set forth in the task order Statement of Work.

(b) In accordance with FAR Subpart 16.5, Indefinite-Delivery Contracts, the minimum and maximum quantities of specific services are defined as follows:

(1) MINIMUM QUANTITY: The minimum value specified herein, represents the total minimum amount of work effort (in terms of dollars) that the Government is required to order and the contractor is obligated to furnish as ordered, over the entire term of the contract, inclusive of the base period and any options exercised. The total minimum value of this contract is $1,000.

The government reserves the right to withhold this minimum amount if the vendor demonstrates consistent lack of interest in competing for orders throughout the life of the contract.

(2) MAXIMUM QUANTITY: The maximum value of the contract specified herein, represents the total maximum amount of work effect (in terms of dollars) that the Government may require and the contractor is obligated to furnish if and as ordered, over the entire term of the contract inclusive of the base period and any options exercised. The total maximum value of this contract is (to be determined at time of award).

SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

“FRA FINANCIAL ANALYST SERVICES”

C.1 BACKGROUND

The Federal Railroad Administration (FRA) is part of the U.S. Department of Transportation.

FRA administers the Railroad Rehabilitation and Improvement Financing (RRIF) program.

Under RRIF, FRA makes direct federal loans (and loan guarantees) to fund development of rail infrastructure.

Not every type of legal entity is permitted to apply for RRIF funds. The most common types of entities eligible for RRIF funds are existing privately-owned freight railroads, state and local governments, government-sponsored authorities, and joint ventures that include at least one railroad.

RRIF may fund up to 100% of a proposed capital project. RRIF funds may be used for:

• acquisition, improvement, or rehabilitation of intermodal or rail equipment or facilities, including track, components of track, bridges, yards, buildings, and maintenance/repair shops.

• development or establishment of new intermodal or railroad facilities, and/or

• refinancing of existing debt incurred for the purposes listed above.

The RRIF program currently has a portfolio of approximately 20 loans, with an aggregate outstanding balance of more than half a billion dollars. Past projects have ranged in size from as little as $2 million to more than $100 million. The total size of the RRIF loan portfolio may not exceed $35 billion. The maximum term of any given loan is 25 years.

Additional information about the RRIF program can be found at:

http://www.fra.dot.gov/us/content/177

C.2 OBJECTIVES

The purpose of this contract is to obtain financial assessment services to assist in determining the creditworthiness of RRIF loan applicants.

The services to be provided by the contractor may include, but are not necessarily limited to one or more of the following:

• Evaluate the economic soundness of the project and creditworthiness of the applicant for credit assistance. This evaluation will include analyzing (1) the financial viability of the project, including the plan of finance (capitalization plan) and its assumptions; (2) the financial condition of the borrower and other relevant parties, (e.g. guarantors) (3) the past performance and likely future ability to meet all repayment obligations, and (4) project risks, including reasonableness of the applicant’s revenue and expense forecasts, project schedule, and project costs.

• Analyze historic financial performance of the borrower to determine strengths, weaknesses, and trends. Evaluate the applicant’s profitability, liquidity, cash flow, debt structure, etc.

• It may be necessary to assess financial statements from several entities on a consolidated basis. In some cases, a group of closely-held companies under common ownership may apply for a RRIF loan. While the applicant may provide financial statements for the individual members of the group, and for the group as a whole, it is possible that only a subset of the group will be involved in the RRIF transaction. In such a case, it may be necessary to consolidate the financial statements of the participating entities, including the elimination of related-party transactions. The same type of consolidation may be required in the case of a RRIF application by a joint venture consisting of several entities, or in the case of a RRIF application by a single prospective borrower with several related or unrelated entities providing an unconditional guarantee.

• Generate projected financial statements based on industry trends, the applicant’s past performance, planned capital improvements, the amortization schedule of the proposed RRIF loan, and independently-obtained information about the applicant’s current and prospective customers.

• Assess strengths and weaknesses of the applicant’s senior management team.

• Review and evaluate feasibility studies for the project, including traffic and revenue studies.

• Evaluate the proposed market that the project is intended to help the RRIF applicant serve.

Provide an analysis of applicable market studies or surveys, the borrower’s relationship with its major customers, and the projected needs to be met by the project, as well as the project’s suitability for the intended market.

• Review the proposed ownership structure and financial structure of the project proposed for RRIF funding.

• At the direction of FRA, assist FRA credit agreement negotiations with the borrower.

Make recommendations for changes in the proposed structure of the RRIF-funded transaction. Recommend additional covenants or provisions to be included in the credit agreement and other documents to be executed by the borrower.

• Assist FRA in assessing the going-concern value of a railroad company applicant based on projections of the applicant’s future financial performance.

• Appraise the value of collateral offered by RRIF loan applicants. The collateral may include new or used locomotives or rail cars. It may also include rail, other track materials, a railroad right-of-way, or other real or personal property.

• For applicants that are government entities or authorities, it may be necessary to identify and evaluate sources of revenue available to the applicant from taxes, user fees, government appropriations, or other public sources. For such applicants, it may be necessary to evaluate the historic fluctuations in the availability of these revenue sources, as well as the likelihood of their future availability and threats to their future continuation.

It may be necessary to assess the applicant’s other obligations, including financial obligations, obligations to provide service to the public, or limitations on the use of certain of its assets.

• Submit a final report to FRA on the financial evaluation of the applicant, including recommendations (and suggested modifications, if applicable) on the proposed structure of the transaction, potential alternative structures for the financial plan and terms/conditions of the credit instrument. Worksheets supporting the financial analysis, including computer models, must be maintained and available for FRA review. In some cases, historic financial statements and financial projections will be required to be submitted in a particular electronic format, (e.g. using Moody’s KMV Financial Analyst software) – or equal. If applicable, such a requirement will be stated in each task order.

• If required under a particular Task Order, present final results of the financial evaluation to DOT staff in Washington, DC.

C.3 NUMBER OF AWARDS

It is anticipated that multiple awards will be made from this solicitation.

C.4 INDIVIDUAL TASK ORDER SCOPE

The contractor shall perform work assigned under this contract as specified in task orders issued by the Contracting Officer in accordance with the terms and conditions in Section H or as specified elsewhere in the contract. The guaranteed minimum quantity required and the possible maximum quantities that may be required under the contract are stated in the Section B.

Issuance of task orders will depend on the level of demand for credit program assistance and other circumstances. As needed, for each RRIF loan application, FRA will usually engage one firm to perform the required financial analysis. (See the detailed procedures for soliciting Task Order proposals and the evaluation and award of Task Orders in Section H.4 and H.5 below). In addition, the firm may be requested to provide special technical financial advisory services from time to time in carrying out FRA credit program requirements. This may include attending working conferences and meetings at DOT headquarters in Washington, DC, as well as to participate in telephone conference calls. Task Orders will include an estimated cost for travel on a not to exceed basis. Travel reimbursed under this contract shall be based on the most economical form of transportation available only. Any costs deemed unreasonable will be reduced to a reasonable amount. Improper costs will be disallowed and deducted from the invoice. Any exceptions shall be fully justified and approved in advance by the Contracting Officer. All travel shall be scheduled sufficiently in advance to take advantage of available discount rates.

C.5 GOVERNMENT-FURNISHED EQUIPMENT AND/OR INFORMATION

None.

C.6 DELIVERABLES AND DELIVERY SCHEDULE

Individual task orders shall identify the deliverable(s) and delivery schedule required for work ordered under the contract.

C.7 TRAVEL

Travel may be necessary to all parts of the United States. Travel costs will be reimbursed at cost in accordance with the Federal Acquisition Regulation (FAR) and Federal Travel Regulations (FTR). Travel requirements shall be met using the most economical form of transportation available. This includes using connecting rather than direct flights, and reasonable efforts to insure the most economical flights are secured. Simply relying on a travel agent may not be sufficient. If economy class transportation is not available, the invoice must include justification for use of higher class travel indicating dates, times, and flight numbers.

Information on current Federal Travel Regulations and current per diem rates may be obtained at the following web site:

http://www.gsa.gov/Portal/gsa/ep/contentView.do?programId=9704&channelId=- 15943&ooid=16365&contentId=17943&pageTypeId=8203&contentType=GSA_BASIC&progr amPage=%2Fep%2Fprogram%2FgsaBasic.jsp&P=MTT

If the contractor purchases non-refundable tickets as a cost saving measure, and then is required to change or cancel the tickets due to causes beyond their control, the contractor may claim reimbursement for service charges. Unused tickets paid for by the Government must be sent promptly to the Contracting Officer, unless it is likely they can be reissued for a later trip and the company maintains an adequate accounting system to protect the tickets from misuse, and insures the Government will not be billed for the subsequent trip. Complete justification and accounting must be provided with the invoice.

Saturday night stays are not required to take advantage of lower fares, but if the traveler chooses to stay over, the Government will reimburse the contractor for the additional lodging and per diem expenses if the reduced cost of the airline ticket offsets these expenses. Complete justification and accounting must be provided with the invoice.

Use of a rental car shall not always be justified; and their use is to be the exception rather than the rule. Alternate methods of local travel shall be used whenever possible, such as hotel or airport shuttles and taxis. If a rental car is needed, your justification must include the distance from the airport to the hotel and to the training site. Also include, the name, phone number, and cost of a shuttle service, or a statement that none were available. Remember, 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 shall always attempt to receive the Government rate for auto rentals and hotel rooms. Authorization letters will be issued to travelers upon request.

SECTION D - PACKAGING AND MARKING

D.1 PACKAGING AND MARKING

(a) All packing and mailing of reports or submittals shall be accomplished in the most economical and efficient manner and in accordance with the best commercial practices. It is strongly suggested that packages be sent via express mail, or private overnight carrier such as:

Fed Ex, DHL, or UPS.

(b) All information submitted to the Contracting Officer or the Contracting Officer’s Technical Representative (COTR) shall be clearly marked with the name or the organization/contractor, the contract, task order and/or modification number as appropriate, and the identification of the submission.

D.2 PAYMENT OF POSTAGE AND FEES

All postage and fees related to submitting information under the terms and conditions of the contract, including forms, report, etc., to the Contracting Officer or the COTR, shall be paid by the contractor.

SECTION E - INSPECTION AND ACCEPTANCE

E.1 INSPECTION AND ACCEPTANCE

Satisfactory completion of work under this contract shall be indicated by written receipt of such work by the Contracting Officer or the designated COTR. Taking physical delivery of deliverable items shall not constitute acceptance.

SECTION F - DELIVERIES OR PERFORMANCE

F.1 POST AWARD EVALUATION OF CONTRACTOR PERFORMANCE

a. Contractor Performance Evaluations

Interim and final evaluations of contractor performance will be prepared on this contract in accordance with FAR 42.15. The final performance evaluations will be prepared as soon as possible after completion of all required work.

Interim and final evaluations will be provided to the contractor as soon as practicable after completion of the evaluation. The contractor may elect to review the evaluation and submit additional information or a rebuttal statement within thirty days. Any contractor response is voluntary. Any disagreement between the parties regarding an evaluation will be referred to an individual one level above the Contracting Officer, whose decision is final.

Copies of the evaluations, contractor responses and review comments, if any, will be retained as part of the contract file, and may be used to support future award decisions.

b. Electronic Access to Contractor Performance Evaluations

The U.S. Department of Transportation utilizes the National Institutes of Health (NIH) Contractor Performance System (CPS) to record and maintain interim and final past performance information.

Contractors that have Internet capability may access evaluations through a secure Web site for review and comment by completing the registration form that can be obtained at the following URL: https://cpscontractor.nih.gov/.

The registration process requires the contractor to identify an individual that will serve as a primary contact and who will be authorized access to the evaluation for review and comment. In addition, the contractor will be required to identify a secondary contact who will be responsible for notifying the cognizant contracting official in the event the primary contact is unavailable to process the evaluation within the required 30-day time period. Once the contractor is registered and a performance evaluation has been prepared and is ready for comment, the CPS will send an email to the contractor representative notifying that individual that a performance evaluation is electronically available for review and comment.

F.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. The full text of a clause may be accessed electronically at this address:

http://acquisition.gov/far/index.html

F.3 PERIOD OF PERFORMANCE

(a) Base Period of Performance (Term): The period of performance for the base period shall be one (1) year from the effective date of the contract.

(b) Option Periods of Performance (Term): The period of performance for each of the four options, if exercised by the Government, shall be 12 months from the effective date of the exercising of that option. Each option period, if exercised, will commence on the day after the expiration of the previous period of performance.

(c) The FRA has a unilateral right to extend the term of the contract through the exercise of one or more of the one-year option periods, in accordance with FAR clause 52.217-9, Option to Extend the Term of the Contract. If FRA exercises all options, the total period of performance for this contract will be five (5) years from the effective date of the contract. Task Orders may be issued any time during the period of performance of the contract and the period of performance for each individual task order will be specified in the task order. The period of performance for individual task orders issued under this contract may extend for one year beyond the period of performance of the contract for the base period and subsequent option periods, if exercised.

F.4 PLACE OF DELIVERY

(a) All deliverables, as described herein and as required by individual task orders, shall be delivered under transmittal letter, to the COTR at the following address:

US Department of Transportation Federal Railroad Administration Office of Railroad Development ATTN: (to be inserted at time of award) 1200 New Jersey Avenue, SE

Washington, DC 20590

(b) Some deliverables as specified by individual task orders and a copy of each deliverable’s transmittal letter shall be delivered to the Contracting Officer at the following address:

US Department of Transportation Federal Railroad Administration Office of Acquisition & Grants Services ATTN: (to be inserted at time of award) 1200 New Jersey Avenue SE, Mail Stop 50 Washington, DC 20590

F.5 CONTENTS OF DELIVERABLES

Deliverables will be negotiated by individual task orders under this contract. These may require established content, quality standards or delivery schedules, as needed. Additionally, while deliverables will usually be written reports, according to the needs in a particular task order, they also may be briefings, microcomputer or word processing diskettes, photos, videotapes, or some combination of these.

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 TAR 1252.242-73 CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE

(OCT 1994)

(a) The Contracting Officer may designate Government personnel to act as the Contracting Officer's Technical Representative (COTR) to perform functions under the contract such as review and/or inspection and acceptance of supplies, services, including construction, and other functions of a technical nature. The Contracting Officer will provide a written notice of such designation to the Contractor within five working days after contract award or for construction, not less than five working days prior to giving the contractor the notice to proceed. The designation letter will set forth the authorities and limitations of the COTR under the contract.

(b) The Contracting Officer cannot authorize the COTR or any other representative to sign documents (i.e., contracts, contract modifications, etc.) that require the signature of the Contracting Officer.

G.2 COTR ASSIGNMENT

(To be inserted at time of award) is hereby designated as the Contracting Officer’s Technical Representative (COTR) for this contract. The COTR can be reached by telephone at (pending award).

The COTR has the authority to monitor the technical progress of the services that are required under the contract. This includes visits to the contractor’s place of performance, meetings, and telephone conversations with the contractor’s personnel, inspection, acceptance, or rejection of the contracted items and other duties that may be authorized by the contracting officer. The COTR cannot authorize or order the cessation of contract work nor delete, change, or waive any of the technical requirements or other terms and conditions of the contract. If a change (monetary or otherwise) to the contract is desired, the contractor must submit a written request to the contracting officer for consideration. If appropriate, the change will be effected by a contract modification, after discussions and/or negotiations.

Whenever a difference of opinion between the contractor and the COTR occurs, the contracting officer or contract specialist should be contacted immediately for resolution. The contractor should also contact the contracting officer or contract specialist when the COTR cannot be contacted on a technical matter and for assistance on all other matters pertaining to this contract.

G.3 BILLING INSTRUCTIONS

The contractor shall submit invoices for payment utilizing Standard Form 1034 submitted in one original in accordance with “Instructions for Preparation and Submission of Public Vouchers” (available from the Contracting Officer). Invoices shall be submitted to:

DOT/FRA

Franchise Commercial Payments Branch, AMZ-150

P.O. Box 268943 Oklahoma City, OK 73126

G.4 TRAVEL AND PER DIEM

(a) All travel reimbursable hereunder shall conform to the FAR 31.205-46 and the Federal Travel Regulations.

(b) All travel shall be reimbursed at cost up to the NOT-TO-EXCEED dollar amount allocated for travel expenses in each individual task order in accordance with current Federal Travel Regulations at economy class rates when available. If not available, reimbursement vouchers shall be annotated that economy class was not available. The contractor shall be reimbursed for actual costs incurred for per diem/subsistence costs in accordance with current Government travel regulations.

G.5 TAR 1252.215-70 KEY PERSONNEL AND/OR FACILITIES (OCT 1994)

(a) The personnel and/or facilities as specified in paragraph (c) are considered essential to the work being performed hereunder and may, with the consent of the contracting parties, be changed from time to time during the course of the contract by adding or deleting personnel and/or facilities, as appropriate.

(b) Prior to removing, replacing, or diverting any of the specified individuals or facilities, the Contractor shall notify, in writing, and receive consent from, the Contracting Officer reasonably in advance of the action and shall submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on this contract.

(c) No diversion of key personnel shall be made by the Contractor without the written consent of the Contracting Officer. The Contracting Officer may ratify, in writing, the change and such ratification shall constitute the consent of the Contracting Officer required by this clause.

The Key Personnel under this Contract are: (To be proposed by the Contractor)

Name Title

(To be inserted at time of award)

G.6 ACCEPTANCE OF KEY PERSONNEL SUBSTITUTIONS/REPLACEMENTS

In evaluating the justification and proposed substitution(s) of key personnel throughout the period of performance of this contract, the Contracting Officer reserves the right to make an assessment on the technical and/or professional qualifications of the proposed substituting individual(s). The Contracting Officer further reserves the right to disallow the utilization of the proposed substituting individual(s) for performance on the subject contract, when the technical and/or professional qualifications of the proposed individuals are determined, by the Contracting Officer, (1) not to be substantially equivalent to the technical and/or professional qualifications of the key personnel they are to substitute, or (2) not sufficient to reasonably insure successful performance or otherwise endanger project performance, progression, or completion.

G.7 CONFLICT OF INTEREST

The DOT is committed to providing the public with service free from bias, conflicts of interest and unprofessional conduct. It is the DOT‘s policy to award contracts only to those offerors whose objectivity is unimpaired by any past, present, or planned interest -- financial or otherwise -- in organizations either regulated by the DOT or with interests that may be substantially affected by activities of the DOT.

A contractor’s goals, policies, practices and culture must maintain the Government’s responsibility to the public for independent judgment without regard to remuneration from other sources. No member partner or key personnel of the contractor (or an immediate family member thereof) shall have a financial interest in the project or a real property interest in either real property specifically acquired for or to be acquired for a project, or property that is adjacent thereto, for which the DOT is providing credit assistance.

It is incumbent upon the contractor to promptly disclose in writing to the Contracting Officer and COTR any actual or apparent conflict of interest, or an interest or interests that may give rise to the appearance of a conflict as such could affect the public’s confidence in Department’s execution of federal laws and regulations governing its programs.

The Disclosure of Conflicts of Interest provision in Section I.6 of this solicitation, details requirements regarding disclosure of conflicts of interest in the offeror’s proposal. In addition, with each task order proposal, the contractor shall assure compliance with the conflict of interest policy as follows:

1. Based on information provided by the Contracting Officer regarding the Applicant and Related Parties, the contractor will determine whether any of these entities are also clients of the contractor.

2. In accordance with Federal Acquisition Regulation (FAR) Subpart 9.5, and consistent with applicable rules of professional conduct, the contractor shall conduct a conflict of interest analysis.

3. The contractor shall then certify that no actual or potential conflict exists with respect to the services to be provided in connection with the task order, or that any actual or potential conflict of interest that does or may exist has been communicated in writing to the Contracting Officer.

Notwithstanding such certification, the Contracting Officer reserves the right, under the FAR 9.504, to evaluate independently any potential conflict of interest and to take action to avoid, neutralize or mitigate the conflict prior to award of a task order.

The contractor agrees that if it discovers an organizational or personal conflict of interest, it shall make an immediate and full disclosure in writing to the Contracting Officer, including a description of the action taken to remedy the conflict. Further, the contractor shall take any action requested by the Contracting Officer to avoid, neutralize or mitigate the conflict. If at any time following execution of the contract or a task order, the contractor becomes aware of a potential or actual conflict of interest and misrepresents or fails to disclose relevant information (intentionally or not) to the Contracting Officer, the Government may terminate the contract for default.

G.7 FUNDING

Funding for performance of task orders will be allocated and obligated by the individual orders issued against the contract. Award of the base contract does not constitute an authority to commence work or incur costs on behalf of the Government.

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 ACCESSIBILITY OF MEETING AND CONFERENCES TO PERSONS WITH

DISABILITIES

The contractor shall assure that any meeting or conference held pursuant to the contract will meet all applicable standards for accessibility to persons with disabilities in accordance with Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794) and any implementing regulations.

H.2 EXCLUDED FUNCTIONS AND RESPONSIBILITIES

(a) Functions and responsibilities directly involved or associated with the management of any FRA Office are expressly excluded from this contract or order issued hereunder. The parties hereby agree that any instructions, directives, or orders issued under this contract involving such management functions and responsibilities shall be null and void. The following activities are representative of the excluded functions and responsibilities that cannot be provided by the contractor under this contract or order issued hereunder:

(1) Policy making or management of FRA operations;

(2) Program or project management;

(3) Technical management of Government contracts;

(4) Government purchasing, contracting, contract administration, acceptance of materials and/or performance, and pay and accounting therefore;

(5) Direction or supervision of other Government contracts or Government agencies, or otherwise acting as an agent to obligate or commit in any capacity;

(6) Clerical and other administrative type functions required to be performed by civil service personnel; and

(7) Supervision of Government employees.

H.3 REPRODUCTION OF REPORTS

Federal printing and binding regulations require that printing or reproduction of reports, data, or other written materials produced under contracts or grants which exceed 5,000 production units of any page, or 25,000 production units in the aggregate, must be processed through the U.S.

Government Printing Office (GPO). Accordingly, unless otherwise specifically approved in advance by the Contracting Officer, any project report or other written materials produced under an order on this contract that is expected to exceed these limits must be submitted to the COTR in one camera-ready original. The Government will reproduce copies exceeding the above limits. Any use of color in the final report that would result in color printing (black plus one or more colors) must have prior approval of the Contracting Officer. All printing funded by this contract or order hereunder must be done in conformance with Joint Committee on Printing regulations as prescribed in Title 44, U.S.C., and Section 308 of Public Law 101-163, and all applicable Government Printing Office and Department of Transportation regulations.

H.4 TASK ORDERING PROCEDURES

(a) Task Orders awarded under this contract may be issued only by a designated Contracting Officer representing the U.S. Department of Transportation, Federal Railroad Administration.

(b) To the maximum extent practicable, Task Orders will be competed among the awardees and issued by the Federal Railroad Administration’s Contracting Officer in writing using an Optional Form 347, a suitable agency-approved form, or any other appropriate contractual instrument.

Task orders may be solicited, negotiated, and issued from the effective date of this contract through completion or termination of the base period and/or each of the four successive option year periods of the contract. If all options are exercised, task orders may be issued through a five

(5) year period commencing from the effective date of contract. The period of performance for individual task orders issued under this contract may extend for one year beyond the period of performance of the contract for the base period and the option periods, if exercised.

(c) All task orders shall be subject to the terms and conditions of this basic contract. In the event of conflict between a task order and this contract, the contract shall control. The Government will issue task orders for those segments of work defined in the Statement of Work included herein in Section C. The task orders shall be the instruments for specific work performance.

(d) There is no limit on the number of task orders that may be issued against this contract, if and when needed, within the maximum value of the applicable contract period (base and options). It is anticipated that fixed-price type task orders will be awarded for individual work requirements under this contract with the cumulative values stated for the base and each option period. If the

Government’s requirements (in any period or in all periods combined) do not result in task orders against this contract beyond the stated minimum value of $1,000), that fact shall not constitute the basis for an equitable price adjustment.

(e) Any task order issued during the effective period of this contract and not completed within that time shall be completed by the contractor within the time specified in the order. The task order 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.

(f) Orders placed under this contract shall contain the following information:

(1) Effective date of the order;

(2) Contract number and order number;

(3) Scope of Work, including references to applicable requirements in the basic contract;

(4) List of any Government-owned or third party property, material, or facilities to be furnished for the performance of the work;

(5) The fixed price of the task order for complete performance;

(6) Delivery or performance period

(7) Place and manner of inspection and acceptance;

(8) Packaging, packing, and shipping instructions, if any

(9) Accounting and appropriation data; and

(10) Any other pertinent information.

H.5 TASK ORDER PROPOSAL EVALUATION

(a) Written solicitations for competition of each prospective task order will be issued by the Contracting Officer. Each prospective task order solicitation shall include the specific statement of work. After issuance of a solicitation request, the contractor shall prepare and submit to the Contracting Officer a proposal. The solicitation shall state whether the evaluation of offerors will be by price alone or by technical evaluation. The proposal shall serve as the basis for negotiation of a finalized task order and shall specify the following:

(1) The technical approach to the work to be performed to include assigned personnel;

(2) The estimated labor, including a level of effort estimate for the required number of labor hours, by labor category and billing rates for each task or subtask;

(3) The estimated direct material, travel, subsistence, and similar costs, if required;

(4) The proposed fee or profit with supporting substantiation (i.e. risk factors associated with the statement of work--see FAR 15.404-4(d));

(5) The planned time schedule for performance with milestones suitable for monitoring task progress;

(6) Dollar amount and type of any proposed subcontract, including detailed supporting documentation pertaining to proposed costs;

(7) The total price, to be drawn against the negotiated ceilings under the basic contract.

The cost breakdown shall utilize the current applicable direct and indirect cost rates, not exceeding any ceilings established by the terms of the contract; and

(8) Any other pertinent information related to the technical approach or pricing.

(b) Upon receipt of the contractor’s proposal, the Federal Railroad Administration will evaluate the proposal response to determine its technical acceptability, sufficiency, and reasonableness within the terms of the contract. The Government reserves the right to accept or reject the contractor’s proposal without further discussions or negotiations. The Contracting Officer may conduct discussions, as necessary, to resolve any technical and cost issues in the proposal.

(c) Upon completion of the above process, the contractor shall be issued a completed order document accompanied by the Statement of Work to include the incorporation by reference of the accepted technical approach within the proposal. Only upon receipt of a fully executed, written task order shall the contractor commence work hereunder. The Government shall not be obligated to reimburse the contractor for work performed, items delivered, or costs incurred, nor shall the contractor be obligated to perform, deliver, or otherwise incur costs except as authorized by a fully executed, written task order, which has been signed by the Federal Railroad Administration Contracting Officer.

H.6 TASK ORDER CEILINGS

Task Orders shall not exceed the cumulative maximum price set forth in Section B for work within the base year performance period or within any option year of contract performance unless specifically authorized by the Contracting Officer.

SECTION I - CONTRACT CLAUSES

I.1 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates the following list of clauses by reference, with the same force and effect as if they were given in full text. The list includes clauses appropriate for both fixed price and cost reimbursable contract arrangements in order to provide flexibility for issuing either fixed price or cost reimbursement type task orders under the contract. The full text of a clause may be accessed electronically at this web address:

http://acquisition.gov/far/index.html

52.202-1 Definitions. JUL 2004 52.203-3 Gratuities. APR 1984 52.203-5 Covenant Against Contingent Fees. APR 1984 52.203-6 Restrictions on Subcontractor Sales to the Government. SEPT 2006 52.203-7 Anti-Kickback Procedures. JUL 1995 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity. JAN 1997 52.203-10 Price or Fee Adjustment for Illegal or Improper Activity. JAN 1997 52.203-12 Limitation on Payments to Influence Certain Federal Transactions.

SEPT 2007

52.204-2 Security Requirements AUG 1996

52.204-4 Printing or Copying Double-Sided on Recycled Paper. AUG 2000 52.204-7 Central Contractor Registration JULY 2006 52.209-6 Protecting the Governments Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. SEPT 2006 52.212-1 Instructions to Offerors – Commercial Items APR 2008 52.212-4 Contract Terms and Conditions – Commercial Items FEB 2007 52.215-2 Audit and Records-Negotiation. JUN 1999 52.215-8 Order of Precedence--Uniform Contract Format. OCT 1997 52-215-19 Notification of Ownership Changes. OCT 1997 52.216-24 Limitation of Government Liability APR 1984 52.215-25 Contract Definitization OCT 1997 52.217-2 Cancellation Under Multi-year Contracts. OCT 1997 52.217-8 Option to Extend Services NOV 1999 52.217-9 Option to Extend the Term of the Contract MAR 2000 52.219-4 Notice of Price Evaluation Preference for HUBZone Small Business Concerns JULY 2005 52.219-6 Notice of Total Small Business Set-Aside. JUN 2003 52.219-8 Utilization of Small Business Concerns. MAY 2004 52.222-3 Convict Labor. JUN 2003 52.222-21 Prohibition of Segregated Facilities. FEB 1999 52.222-26 Equal Opportunity. MAR 2007 52.222-35 Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans. SEPT 2006 52.222-36 Affirmative Action for Workers with Disabilities. JUN 1998 52.222-37 Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Ear, and Other Eligible Veterans. SEPT 2006 52.223-6 Drug-Free Workplace. MAY 2001 52.223-13 Certification of Toxic Chemical Release Reporting AUG 2003 52.223-14 Toxic Chemical Release Reporting AUG 2003 52.224-1 Privacy Act Notification. APR 1984 52.224-2 Privacy Act. APR 1984 52.225-13 Restrictions on Certain Foreign Purchases FEB 2006 52.227-14 Rights in Data - General. JUN 1987 52.232-1 Payments APR 1984 52.232-9 Limitation on Withholding 52.232-11 Extras APR 1984 52.232-17 Interest. JUN 1996 52.232-18 Availability of Funds APR 1984 52.232-19 Availability of Funds for the Next Fiscal Year. APR 1984 52.232-23 Assignment of Claims. JAN 1986 52.232-25 Prompt Payment. OCT 2003 52.232-33 Payment by Electronic Funds Transfer -- Central Contractor Registration. OCT 2003 52.233-1 Disputes. JULY 2002 52.233-2 Service of Protest SEPT 2006 52.233-3 Protest after Award. AUG 1996 52.239-1 Privacy or Security Safeguards. AUG 1996

52.244-2 Subcontracts JUN 2007 52.244-5 Competition in Subcontracting DEC 1996 52.249-2 Termination For Convenience of the Government (Fixed-Price). MAY 2004 52.249-8 Default (Fixed-Price Supply and Services) APR 1984 52.253-1 Computer Generated Forms. JAN 1991

52.212-3 Offeror Representations and Certifications—Commercial Items. (NOV 2007) An offeror shall complete only paragraph (l) of this provision if the offeror has completed the annual representations and certifications electronically at http://orca.bpn.gov. If an offeror has not completed the annual representations and certifications electronically at the ORCA website, the offeror shall complete only paragraphs (b) through (i) of this provision.

(a) Definitions. As used in this provision:

“Emerging small business” means a small business concern whose size is no greater than 50 percent of the numerical size standard for the NAICS code designated.

“Forced or indentured child labor” means all work or service—

(1) Exacted from any person under the age of 18 under the menace of any penalty for its nonperformance and for which the worker does not offer himself voluntarily; or

(2) Performed by any person under the age of 18 pursuant to a contract the enforcement of which can be accomplished by process or penalties.

“Manufactured end product” means any end product in Federal Supply Classes (FSC) 1000-999, except–

(1) FSC 5510, Lumber and Related Basic Wood Materials;

(2) Federal Supply Group (FSG) 87, Agricultural Supplies;

(3) FSG 88, Live Animals;

(4) FSG 89, Food and Related Consumables;

(5) FSC 9410, Crude Grade of Plant Materials;

(6) FSC 9430, Miscellaneous Crude Animal Products, Inedible;

(7) FSC 9440, Miscellaneous Crude Agricultural and Foresty Products;

(8) FSC 9610, Ores;

(9) FSC 9620, Minerals, Natural and Synthetic; and

(10) FSC 9630, Additive Metal Materials

“Place of manufacture” means the place where an end product is assembled out of components, or otherwise made or processed from raw materials into the finished product that is to be provided to the Government. If a product is disassembled and reassembled, the place of reassembly is not the place of manufacture.

“Service-disabled veteran-owned small business concern”—

(1) Means a small business concern— (i) Not less than 51 percent of which is owned by one or more…