Attachment J-1 Initial Task Order - Statement of Work _SOW.pdf

Attachment J-1

INITIAL TASK ORDER – Statement of Work (SOW):

FRA-RCC-20

Railroad Rehabilitation and Improvement Financing (RRIF) Program Pending IDIQ Contract for Legal Services

Background/Overview The Alameda Corridor Transportation Authority (ACTA) is a joint exercise of powers authority created by the City of Long Beach, California, and the City of Los Angeles, California pursuant to the Joint Exercise of Powers Act, California Government Code Section 6500 et seq., and organized under an Amended and Restated Joint Exercise of Powers Agreement, dated as of December 18, 1996, as amended. ACTA was created for the primary purpose of acquiring, constructing, financing, and operating a high-speed consolidated transportation corridor designed to connect the nation’s largest port complex, the Port of Los Angeles and the Port of Long Beach, to the railroads’ transcontinental mainlines near downtown Los Angeles, and to develop certain other related structures, roadways and improvements.

The Alameda Corridor is a 20-mile long, signalized three-track toll way for trains that connects the Port of Long Beach and the Port of Los Angeles to the mainlines of the Burlington Northern Santa Fe (BNSF) and Union Pacific Railroads. The Alameda Corridor is fully grade separated with ten miles of its length located in a below grade trench. The Corridor was completed on time and under budget at a cost of $2.4 billion. The project was both a rail capacity enhancement and an environmental mitigation project designed to significantly increase the movement of containerized cargo to and from the Ports, thereby increasing the flow of waterborne trade to all points throughout the nation by rail with minimum disruption to the communities surrounding the Ports. In 1995 the Alameda Corridor was declared a Project of National Significance by Congress.

ACTA, the RRIF applicant, has applied for a loan to refinance publicly-issued bonds in the amount of $83.7 million. These bonds were originally issued to pay for the construction of the Alameda Corridor. The RRIF loan would be supported by ACTA’s revenues from railroad user fees and container charges. ACTA proposes that the RRIF loan would be repaid at a senior lien position in ACTA’s flow of funds under the existing Master Indenture pari passu with other existing senior debt of $860 million.

This solicitation seeks Legal Advisory Services in connection with the negotiation and drafting of the RRIF credit agreement and promissory note for the ACTA refinancing, including preparation of closing documentation for the loan.

INITIAL TASK – Alameda Corridor Transportation Authority (ACTA)

The Legal Advisor will be required to assist FRA with negotiations and provide legal services during the structuring, negotiating and drafting phases with ACTA through financial closing of the RRIF credit agreement, which is targeted for the end of April 2011. This task will cover general advice and consultation regarding ACTA’s existing debt arrangements, including the Master Indenture, the legal structure of the RRIF credit agreement, ongoing documentation of the transaction, review of legal opinions from borrower’s counsel, and related documents prepared by the borrower or borrower’s counsel, document the transaction and drafting loan documents, and reviewing and drafting any other related documents required to secure the RRIF loan. In addition, the Legal Advisor will be required to review certain components of the application as well as other documents prepared by FRA’s financial advisors related to the evaluation of the Project. The Legal Advisor will specifically advise FRA on the relationship of the RRIF loan agreement to agreements securing ACTA’s other debt. The Legal Advisor must keep all information and negotiations confidential.

Specific task areas may include, but are not limited to, the following:

1. Review documents associated with the transaction, including but not limited to, documents and agreements relevant to ACTA and the Refinancing, such as:

a. ACTA’s Master Indenture and Operating Agreement

b. ACTA’s Use and Operating Agreement with the Union Pacific Railroad

Company and the Burlington Northern Santa Fe Railway Company, and

c. The Use Permit between ACTA and the City of Los Angeles and the City of

Long Beach.

2. Recommend changes as necessary to the above mentioned and other transaction related documents necessary to protect FRA’s interests.

3. Review the legal structure of the revenue stream proposed to repay the RRIF Loan, identify any potential issues for FRA and recommend resolutions.

4. Review all credit-related documents associated with the transaction.

5. Assist in the negotiation of the RRIF credit instrument and any related documents.

6. Draft the RRIF term sheet, promissory note and credit agreement, incorporating language and business terms needed or advisable to protect FRA’s interests in this transaction.

7. Draft and review the final documents, opinions and certificates necessary to reach financial closing on the definitive credit agreement, coordinate the closing and prepare the closing binder. Specific task areas include, but are not necessarily limited to, the following:

a. Recommend and review all related legal opinion letters.

b. Prepare and distribute closing documentation.

c. Coordinate and conduct the closing of the RRIF transaction.

d. Prepare the closing binder.

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

The contractor shall attend working meetings and negotiation sessions in Washington, D.C. or at a location convenient to the borrower, as well as participate in telephone conference calls, as needed.

End Initial Task