SOW_Outside_Counsel_Revised_2016.08.09.pdf

STATEMENT OF WORK

MARITIME ADMINISTRATION (MARAD)

Federal Ship Financing Program (Title XI)

Background/Scope

The U.S. Department of Transportation, Maritime Administration (MARAD or agency) intends to award a single firm fixed-price labor-hour contract as a result of this Request for Quotation

(RFQ).

MARAD is responsible for managing the Federal Ship Financing Program. It is commonly referred to as “Title XI” based on the part of the Merchant Marine Act of 1936 that established the program. It promotes U.S. Merchant Marine and U.S. shipyard growth and modernization.

The program, as authorized by 46 U.S.C. Chapter 537, processes applications for U.S.

Government repayment guarantee for debt issued by:

(1) U.S. or foreign shipowners for financing or refinancing U.S. flag vessels or eligible export vessels constructed, reconstructed or reconditioned in U.S. shipyards. and

(2) U.S. shipyards for financing advanced shipbuilding technology and modern shipbuilding technology of a privately-owned, general shipyard facility located in the U.S.

Program staff also monitors obligor performance and transaction compliance to minimize U.S.

government financial, governance and reputation risk and program expense. Obligors receive longer-term debt repayment terms and lower interest rates than otherwise available in commercial lending markets.

The Program’s website is located at:

http://www.marad.dot.gov/ships-and-shipping/federal-ship-financing-title-xi-program-homepage).

Objective

The objective of this contract is to acquire services to revise and update the Title XI financing documents that memorialize the payment terms and obligations of the borrowers participating in the program (the “Title XI Documents”). The Contractor will update the Title XI Documents to incorporate current commercial and project financing terms while retaining required statutory and regulatory requirements.

The Contractor shall propose and use attorney subject matter experts. The attorney(s) must possess a keen knowledge and understanding of project and commercial financing. The attorney(s) must have experience in reviewing, drafting, and negotiating complex project and commercial financing agreements. It is preferred that the attorney(s) also have experience with maritime financing or federal agency credit programs similar to the Title XI program.

The attorney(s) must have at a minimum eight (8) years of experience with project and commercial financing.

Contractor shall perform the following services:

1. Meet with program office staff and MARAD attorneys for a “kick-off meeting” to ensure proper understanding of the program, focus of scope of review and communication timeline;

2. Review the existing standard Title XI Documents and advise in writing on strengths and weaknesses of the documents based on expertise;

3. Meet with MARAD program office staff and MARAD attorneys as requested from time to time to discuss issues and review progress concerning the services;

4. Recommend, and in consultation with MARAD attorneys, provide specific recommendations and draft changes to Title XI Documents to incorporate current commercial and project financing terms that reflect commercial best practices in lending to minimize risk to the U.S. Government.

Work Location

Work may be performed at space provide at MARAD headquarters or Contractor’s office, or as needed.

Key Personnel

Contractor will provide staff with in the relevant expertise to accomplish the required work at a minimum cost to the Government. All points of contact and key personnel, and any subcontractors engaged must be identified.

a. Personnel qualifications are an evaluation factor. The project manager for this contract must have significant complex commercial and/or project finance experience.

b. Attorney(s) assigned to this engagement must have experience from similar federal agency credit program engagements.

c. The Contractor shall not exercise unilateral action to remove or replace any personnel designated as “key personnel” without the Contracting Officer or Contracting Officer Representative’s (COR) formal written concurrence in advance. (Email concurrence is sufficient for this criteria).

d. Prior to using employees other than those specified, the Contractor shall notify the Government no later than ten (10) business days in advance of any proposed substitution and shall include justification and resume(s) in sufficient detail to permit evaluation.

MARAD will review resumes of Contractor personnel proposed to be assigned or replaced and will determine the acceptability of the assigned or replaced Contractor personnel.

General Personnel Provision:

a. The Contractor shall provide qualified personnel acceptable to MARAD to perform all services and requirements specified within this Contract and specific procurement action identified by the Contracting Officer (CO). If the CO or his/her designee questions the qualifications or competence of any person performing under the Contract, the burden of proof to sustain that the person is qualified as prescribed herein shall be upon the Contractor.

b. All Contractor employees shall be able to read, write, speak and understand English fluently, and shall be a citizen or legal resident of the United States. Additionally, assigned personnel shall first complete the following items prior to commencement of work:

(1) SF85P, Questionnaire for Public Trust Positions.

(2) DOT Information System Responsibilities and Rules of Behavior (RoB) for Users, Account Administrators, and System Operators.

(3) Evidence of completion of a Security Awareness Training, as designated by the CO or

COR, for all employees assigned to the contract. and

(4) All Contractor personnel who may need to access to sensitive Title XI applicant companies’ information under this contract shall complete the “Contractor Employee Non-Disclosure Agreement” available from the COR.

c. In addition, the Contractor agrees to fully comply with following requirements:

(1) Replacement Personnel: The Project Manager shall ensure that replacement personnel possess the same or superior skill sets as those replaced.

(2) Removal of Employees: The Government may, at its sole discretion, direct the

Contractor to remove any Contractor employee from MARAD facilities for misconduct or security violation, or found to represent a threat to the safety of government records, government employees, or other Contractor employees. Such removal does not relieve the Contractor of the responsibility to provide sufficient qualified personnel for adequate and timely service. The Contracting Officer will provide the Contractor with a written rationale for removal of the employee.

(3) Employee Resignation or Termination: Upon receipt of an employee’s notice of resignation, or upon the decision to remove or terminate an employee, the Contractor shall immediately terminate all network, hardware, software, system, and data access rights of the affected employee. These rights may only be reinstated, and for a period of time specified by, the CO or COR. Termination of these access rights does not constitute the Contractors’ relief from the obligations specified in this Contract.

(4) Government Installations: Contractor employees visiting Government Installations shall wear a Government issued identification badge. Visiting Contractor employees shall comply with all Government escort rules and requirements. All Contractor personnel requiring access to the vessel for Contract performance must have a Transportation Worker Identification Credential (TWIC). More TWIC information can be found on the URL: http://twicinformation.tsa.dhs.gov/twicinfo/index.jsp, if applicable.

http://twicinformation.tsa.dhs.gov/twicinfo/index.jsp

(5) Employee Identification: All Contractor employees shall identify themselves as contractors when their status is not readily apparent and display all identification and visitor badges in plain view at all times.

Subcontractor

Subcontractor employees of any tier shall comply with the requirements set forth within the negotiated contract. All contract provisions and Statement of Work responsibilities borne by the Contractor will also be borne by all subcontractors hired by the Contractor.

Confidentiality, Privacy, and Security

The Contractor is prohibited from publicizing or disseminating information associated with this contract without the prior written approval of the Contracting Officer. All information associated with the contract in this submission, including program participant loan, credit, financial condition, and risk information, shall not be released.

Commitment to Protect Sensitive Information

a. The Contractor shall protect the security and confidentiality of sensitive Government information while performing work at Contractor facilities, MARAD HQ, and MARAD designated performance sites.

b. The Contractor shall not disclose any confidential information, described in Section C.2.4.1, and privacy data associated with this contract after contract completion without the prior written approval of the Contracting Officer.

c. The Contractor employee shall follow the guidelines of the Privacy or Security

Safeguards prescribed in the Federal Regulations.

Security Regulation and Policy

The Contractor shall comply with DOT Office of the Chief Information Officer (CIO) Computer Security policies/directives such as Contingency Planning, Access Control, Configuration Management, Physical-Environment, etc. available on the DOT CIO Intranet site (https://one.dot.gov/ost/s80/default.aspx ), under CIO Policy; and the Computer Security Act of 1987 (http://epic.org/crypto/csa/csa.html) when accessing DOT network.

Personnel Identity

a. It is the responsibility of the Contractor to verify that all proposed staff for the contract meets federal employment eligibility, the validity of Social Security Number (SSN) and is suitable for employment and/or access to unclassified but sensitive (UBS) information.

https://one.dot.gov/ost/s80/default.aspx http://epic.org/crypto/csa/csa.html

b. MARAD will not initiate requests for appropriate investigations on behalf of the Contractor’s employees. The cost incurred from the security clearance shall be borne by the Contractor.

c. Per DOT Information Technology and Information Assurance Guidance Number 2009-

0002: e-Authentication and Access Control, Contractor staff may be required to use DOT-issued Personal Identity Verification (PIV) card to access DOT network. The Government will issue the PIV cards to the Contractor staff whose assigned duties require them

d. The Contractor shall not begin performance of substantive work under this Contract until a sufficient number of its personnel have presented evidence that they have the required credential, which has been approved by MARAD. The Contractor further agrees to include this provision in any subcontract awarded pursuant to this Contract.

Other Applicable Provisions

Travel

a. The Contractor shall not charge local travel costs in the Washington, DC metropolitan area to the Government. The Contractor shall submit long distance travel costs as Other Direct Costs (ODC). Travel cost shall be reimbursed in accordance with Federal Travel Regulation and FAR part 31. The Contractor shall submit travel requests to the Contract Officer Representative for approval, via email, at least one (1) week in advance of each travel event. Reimbursement will not be approved for unauthorized travel.

b. ODC- miscellaneous: Other direct costs include items such as training, and supplies

(including non-consumable and expendable computer supplies). Training costs shall only be incurred at the direction of the COR.

Places of Performance

The Contractor shall propose the number of staff and whether the work will be performed at the Contractor’s site or MARAD Headquarters, 1200 New Jersey Avenue, SE, Washington D.C 20590. Meetings, presentations, and project planning activities will be performed at the Government sites as directed. In addition, the Contractor shall propose both on-side and off-site pricing with the location in the proposal for consideration.

Period of Performance

The project start date shall be within ten (10) days after contract award or per Government approval of the Contractor’s project plan, whichever is later. It is expected that contract staff would complete the initial review within forty (40) days after contract award and complete all deliverables required within ninety (90) days after contract award.

Hours of Work

Except for Federal Holidays, services shall be performed between Mondays through Fridays during the core hours of each venue. Unless otherwise specified, use of overtime is not applicable under this contract.

Data and Property Rights

a. Data rights and property rights must include any tools developed or purchased under this contract.

b. MARAD shall retain all rights and privileges, including those of patent and copyrights to all Government furnished data. The Contractor shall neither retain nor reproduce for private or commercial use any information or other materials furnished or produced under this contract. All property rights, including publication rights, in the information and materials produced by the Contractor in connection with this contract shall belong to

MARAD.

c. The Contractor shall not embed its company name or logos or claim copyright for any deliverable submitted under this contract. The Contractor agrees not to assert any rights at common law or in equity or establish any claim to statutory copyright in such data. These rights are not exclusive and are in addition to any other rights and remedies to which MARAD is otherwise entitled elsewhere in this contract.

d. Delivery by the Contractor to the Government of certain technical data and other data in digital form rather than as hard copy, it is agreed that the Government will be licensed to use that digital-form data with exactly the same right and limitations as if the data had been delivered as hard copy.

e. All Government Furnished Equipment (GFE) belong to the Government and shall be turned over to the Government at the close-out of the contract.

Contracting Officer (CO)

The Contracting Officer for this contract is:

Judy Bowers DOT - Maritime Administration (MARAD) 1200 New Jersey Avenue SE, W26-418 Washington, DC 20590

(202) 366-1913 judy.bowers@dot.gov

The Contracting Officer, in accordance with Subpart 1.6 of the Federal Acquisition Regulation, is the only person authorized to make or approve any changes in any of the requirements of this contract, and notwithstanding any clauses contained elsewhere in this contract, the said authority remains solely with 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 price to cover any increase in cost incurred as a result thereof.

Contracting Officer's Representative (COR)

a. The Contracting Officer's Representative (COR) for this contract is:

David M. Gilmore Director, Office of Marine Financing Maritime Administration 1200 New Jersey Ave. SE, W23-321 Washington, D.C. 20590

(202) 366-2118

b. Performance of work under this contract must be subject to the technical direction of the

COR identified above, or an Alternate COR designated in writing by the Contracting Officer. The term "technical direction" includes, without limitation, direction to the Contractor that directs or redirects the labor effort, shifts the work between work areas or locations, fills in details and otherwise serves to ensure that tasks outlined in the work statement are accomplished satisfactorily.

c. Technical direction must be within the scope of the specification(s)/work statement.

d. Technical direction may be oral or in writing.