Legal Advisory Services for TIFIA Loan Projects

TIFIA Legal Advisory Services

TIFIA Legal Advisory Services

TIFIA Legal Advisory Services

TIFIA Legal Advisory Services

Instead of this RFP announcement notice, the Market Research announcement was republished. This is the official notice of the pending release of the RFP for legal services.

The Federal Highway Administration has a need to contract for legal advisory services for the Transportation Infrastructure Finance and Innovation Act (TIFIA) program. Pursuant to the Transportation Infrastructure Finance and Innovation Act of 1998 (TIFIA), Title I, Subtitle E, Chapter 1 of the Transportation Equity Act for the 21st Century (TEA-21), Public Law 105-178, as amended by Public Law 109-59, (23 U.S.C. 601-609), the Department of Transportation (DOT) is authorized to provide credit assistance to major surface transportation projects including secured (direct) loans, loan guarantees, and standby lines of credit to borrowers for major surface transportation projects and for up to 33% of eligible project costs. Projects may include highway, transit, passenger rail and intermodal facilities. Generally, under current law, project costs must equal or exceed $50 million.



The Federal Highway Administration (FHWA), on behalf of DOT, seeks to award several 5-year Indefinite Delivery/Indefinite Quantity [ID/IQ] contracts to law firms with municipal bond and private lender expertise, including project finance experience, to provide legal advice and assistance to the TIFIA Joint Program Office (JPO) and Departmental operating agency counsel. As projects are identified, a task order RFP will be sent to each firm in the pool who will compete for the project. The scope of each task will be specific to the project, but will typically include reviewing, drafting, negotiating and modifying credit instruments including: term sheets, as well as secured (direct) loan agreements, guaranteed loan agreements, line of credit agreements, and related documents including, lease agreements, pledge documents, bond indentures, hedge agreements, swap termination documents as well as intercreditor agreements to be entered into between the DOT and selected TIFIA borrowers and third parties as appropriate. The selected firm may also be required to review, draft, and modify amendments or amended and restated agreements.



The firms selected will: provide advice and counsel to the DOT in analyzing the legal aspects of the financing for the project; review and modify as appropriate opinion letters of borrowers' counsel; and ensure that credit agreement terms, conditions, covenants, and remedies provide adequate security to the DOT, are appropriate for the particular transaction, and are consistent with the statutory criteria and the regulations implementing the TIFIA program. The firm will also review all loan closing documentation and be responsible for or represent as appropriate the TIFIA JPO at financial close (generally held simultaneously with senior creditors) and may from time to time be required to furnish legal memoranda which would be incorporated into a briefing memoranda making recommendations with regard to the execution of the TIFIA credit agreement by the Department.



The firm must be able to attend working conferences and meetings at DOT headquarters in Washington, D.C. on short notice as well as participate in telephone conference calls on short notice.



It is anticipated that each law firm will be assigned one to three projects (task orders) annually, depending upon the number of TIFIA applications. For each project/task order, the DOT will select one firm from among the multiple firms it retains to advise it on each transaction.



Extensive information on the Transportation Infrastructure Finance and Innovation Act (TIFIA) can be accessed through the website http://www.tifia.fhwa.dot.gov/



The solicitation and all related documents and amendments, if any, will only be released and available electronically through Federal Business Opportunities (FedBizOpps) web site at http://www1.eps.gov/spg/DOT/FHWA/postdate_1.html which will list all the FHWA business opportunities sorted by posted date. The solicitation and related documents will be posted under the RFP number. Interested parties must download the RFP from that site. NO WRITTEN, TELEPHONIC, FACSIMILE, OR E-MAIL REQUESTS will be honored. Since this solicitation will only be available electronically, it is the responsibility of interested parties to monitor the FebBizOpps website for any solicitation amendments. Interested parties can register at the FebBizOpps site to receive e-mail notifications of postings.



Please note that FedBizOpps has a feature called "Interested Vendors List." Those interested in subcontracting, supplying, consulting, teaming and the like should register, and contractors may find it helpful to review the names posted there.



The ESTIMATED release date of the RFP is February 14, 2008. NO OTHER PROCUREMENT INFORMATION IS AVAILABLE AT THIS TIME.



ATTENTION: Minority, Women-owned, and Disadvantaged Business Enterprises. The Department of Transportation, Short-Term Lending Program offers working capital financing in the form of lines of credit to finance accounts receivable for transportation related contracts. Maximum line of credit is $750,000 with interest at the prime rate as published daily in the Wall Street Journal, plus 1.75%. For further information, call (800) 532-1169. Internet address: http://osdbuweb.dot.gov. This requirement is listed at: http://www.dot.gov/ost/m60/earl/chap1205.htm#1205.2

MARKET RESEARCHfor

Legal Advisors to USDOT Credit Programs:

Transportation Infrastructure Finance and Innovation Act (TIFIA)

and

Title XI Loan Guarantee, Maritime Administration (MARAD)



November 16, 2007





Pursuant to 48 C.F.R. Part 10, the Government is conducting market research to:



? Determine if sources exist that are capable of satisfying the Government?s requirements listed below,

? Determine the capabilities of potential contractors, including an estimate of prices,

? Determine the size and status of potential sources, and

? Determine the level of competition (i.e., 8(a), set-aside, dbe contract goal, or full and open)



The Federal Highway Administration (FHWA) on behalf of DOT intends to establish multiple, 5-year Indefinite Delivery/Indefinite Quantity (ID/IQ) contracts with several responsive and responsible firms for outside legal services including but not limited to: counsel and advice, analysis, drafting, assisting with financial structuring, and closing services related to either or both of the two credit programs described herein.



The FHWA on behalf of DOT seeks to award multiple Task Order contracts to several qualified legal firms with infrastructure finance expertise, including but not limited to experience in the municipal bonds, private activity bonds, corporate bonds, private lending and public-private infrastructure partnerships, all to assist DOT in implementing the TIFIA and Title XI credit programs described herein.



Subject to the issuance of specific Task Orders, firms will aid DOT in reviewing, drafting, negotiating and modifying credit instruments including but not limited to: term sheets, secured (direct) loan agreements, guaranteed loan agreements, line of credit agreements, and related documents such as, lease agreements, pledge documents, bond indentures, hedge agreements and swap termination documents as well as intercreditor agreements to be entered into between the DOT and selected borrowers and, as appropriate, third parties. Counsel may also review, draft, and modify amendments, or amended and restated agreements.



Offerors may propose to provide legal advisory services for one or both of the programs.















SECTION II STATEMENT OF WORK



A. BACKGROUND



The following Department of Transportation (DOT) programs will be soliciting Legal Advisors:



A. Transportation Infrastructure Finance and Innovation Act of 1998 (TIFIA) Program administered by the TIFIA Joint Program Office. Pursuant to the TIFIA statute (23 U.S.C. 601-609), the Department of Transportation (DOT) is authorized to provide credit assistance to major surface transportation projects, including secured (direct) loans, loan guarantees, and standby lines of credit to borrowers for major surface transportation projects, for up to 33% of eligible project costs. Projects may include highway, transit, rail and intermodal facilities with reasonably anticipated eligible costs greater than $50 million. Extensive information on the TIFIA Credit Program can be found on the Internet at http://tifia.fhwa.dot.gov.





B. Maritime Guaranteed Loan (Title XI) Program administered by the Maritime Administration. The Title XI Program provides a full faith and credit guarantee by the U.S. Government of debt obligations issued by (1) U.S. or foreign ship owners for the purpose of financing or refinancing either U.S. flag vessels or eligible export vessels constructed, reconstructed, or reconditioned in U.S. shipyards; and (2) U.S. shipyards for the purpose of financing advanced shipbuilding technology and modern shipbuilding technology (Technology) of a privately owned general shipyard facility located in the United States. Additional information about the Title XI program may be found on the following website: www.marad.dot.gov/titleXI/.



II. EXPERTISE REQUIRED



Legal advisory work typically consists of (but not be limited to):

a) reviewing, drafting, negotiating and modifying credit instruments (credit instruments include, but are not limited to: term sheets, secured (direct) loan agreements, guaranteed loan agreements, line of credit agreements);

b) review, modify, and/or amend documents such as: lease agreements, pledge documents, bond indentures, hedge agreements and swap termination documents as well as inter-creditor agreements to be entered into between the DOT and selected TIFIA borrowers and third parties as appropriate;

c) reviewing, drafting, and modifying amendments to or restatements of agreements;

d) providing advice and counsel to DOT in analyzing the legal aspects of the financing for specific projects;

e) review and negotiate modifications as appropriate of opinion letters of borrowers? counsel;

f) ensure that credit agreement terms, conditions, covenants, and remedies provide adequate security to the DOT, are appropriate for the particular transaction, and are consistent with the statutory criteria and the regulations implementing the TIFIA program;

g) reviewing all loan closing documentation;

h) be responsible for or represent as appropriate the TIFIA JPO at financial close (generally held simultaneously with senior creditors);

i) furnish legal memoranda which would be incorporated into a briefing memorandum making recommendations with regard to the execution of the TIFIA credit agreement by the Department;

j) preparing closing memorandum and handling all closing activities.



The firm must be able to attend working conferences and meetings at DOT headquarters in Washington, DC on short notice as well as participate in telephone conference calls on short notice.

Extensive information on the Transportation Infrastructure Finance and Innovation Act (TIFIA) can be accessed through the website http://www.tifia.fhwa.dot.gov







PARTICIPATION IN THE MARKET RESEARCH IN NO WAY INFLUENCES THE COMPETITION FOR THESE SERVICES.



THE SOLICITATION WILL BE PUBLISHED IN FedBizOpps.gov.







Market Research





Please complete the following questionnaire:



1. Place an X beside each requirement your firm would be able to satisfy.



1. Expertise in

a. Municipal bonds



b. Private Activity Bonds



c. Private lenders (including commercial banks)



d. Transportation Infrastructure Project Finance



2. Reviewing, drafting, negotiating and modifying credit instruments (credit instruments include, but are not limited to: term sheets, secured (direct) loan agreements, guaranteed loan agreements, line of credit agreements).



3. Work related to documents such as: lease agreements, pledge documents, bond indentures, hedge agreements and swap termination documents as well as intercreditor agreements to be entered into between the DOT and selected TIFIA borrowers and third parties as appropriate;



4. Reviewing, drafting, and modifying amendments or amended and restated agreements.



5. Providing advice and counsel to DOT in analyzing the legal aspects of the financing for the project.



6. Review and modify as appropriate opinion letters of borrowers? counsel.



7. Ensure that credit agreement terms, conditions, covenants, and remedies provide adequate security to the DOT, are appropriate for the particular transaction, and are consistent with the statutory criteria and the regulations implementing the TIFIA program.



8. Reviewing all loan closing documentation.



9. Be responsible for or represent as appropriate the TIFIA JPO at financial close (generally held simultaneously with senior creditors).



10. Furnish legal memoranda which would be incorporated into a briefing memoranda making recommendations with regard to the execution of the TIFIA credit agreement by the Department.



11. Preparing closing memorandum and handling all closing activities.



12. Ability to attend working conferences and meetings at DOT headquarters in Washington, D.C. on short notice as well as participate in telephone conference calls on short notice.



2. Would your firm be able to support the delivery of:



More than 10 tasks orders per year



5? 10 task orders per year?



Less than 5 task orders per year?



3. Based on your firm?s experience please provide rough estimates for the following services:



ITEM

UNIT PRICE

Item 1: Partner rate Hourly $

Item 2: Senior Associates (4th Year and above) rate Hourly $

Item 3: Junior Associates (1st-3rd Year and above) rate Hourly $

Item 4: Support Personnel Hourly $



4. Is your firm:



A small business? A small disadvantage business?



A woman-owned business? A HubZone business?



An 8 (a) business? A SDB business?



Other? If yes, what? Service-Disabled Veteran Owned





Please return the completed form no later than noon, December 3, 2007 to nandini@dot.gov or fax (202-366-3312).



Thank you for participating in DOT?s market research.

MARKET RESEARCHfor

Legal Advisors to USDOT Credit Programs:

Transportation Infrastructure Finance and Innovation Act (TIFIA)

and

Title XI Loan Guarantee, Maritime Administration (MARAD)



November 16, 2007





Pursuant to 48 C.F.R. Part 10, the Government is conducting market research to:



? Determine if sources exist that are capable of satisfying the Government?s requirements listed below,

? Determine the capabilities of potential contractors, including an estimate of prices,

? Determine the size and status of potential sources, and

? Determine the level of competition (i.e., 8(a), set-aside, dbe contract goal, or full and open)



The Federal Highway Administration (FHWA) on behalf of DOT intends to establish multiple, 5-year Indefinite Delivery/Indefinite Quantity (ID/IQ) contracts with several responsive and responsible firms for outside legal services including but not limited to: counsel and advice, analysis, drafting, assisting with financial structuring, and closing services related to either or both of the two credit programs described herein.



The FHWA on behalf of DOT seeks to award multiple Task Order contracts to several qualified legal firms with infrastructure finance expertise, including but not limited to experience in the municipal bonds, private activity bonds, corporate bonds, private lending and public-private infrastructure partnerships, all to assist DOT in implementing the TIFIA and Title XI credit programs described herein.



Subject to the issuance of specific Task Orders, firms will aid DOT in reviewing, drafting, negotiating and modifying credit instruments including but not limited to: term sheets, secured (direct) loan agreements, guaranteed loan agreements, line of credit agreements, and related documents such as, lease agreements, pledge documents, bond indentures, hedge agreements and swap termination documents as well as intercreditor agreements to be entered into between the DOT and selected borrowers and, as appropriate, third parties. Counsel may also review, draft, and modify amendments, or amended and restated agreements.



Offerors may propose to provide legal advisory services for one or both of the programs.















SECTION II STATEMENT OF WORK



A. BACKGROUND



The following Department of Transportation (DOT) programs will be soliciting Legal Advisors:



A. Transportation Infrastructure Finance and Innovation Act of 1998 (TIFIA) Program administered by the TIFIA Joint Program Office. Pursuant to the TIFIA statute (23 U.S.C. 601-609), the Department of Transportation (DOT) is authorized to provide credit assistance to major surface transportation projects, including secured (direct) loans, loan guarantees, and standby lines of credit to borrowers for major surface transportation projects, for up to 33% of eligible project costs. Projects may include highway, transit, rail and intermodal facilities with reasonably anticipated eligible costs greater than $50 million. Extensive information on the TIFIA Credit Program can be found on the Internet at http://tifia.fhwa.dot.gov.





B. Maritime Guaranteed Loan (Title XI) Program administered by the Maritime Administration. The Title XI Program provides a full faith and credit guarantee by the U.S. Government of debt obligations issued by (1) U.S. or foreign ship owners for the purpose of financing or refinancing either U.S. flag vessels or eligible export vessels constructed, reconstructed, or reconditioned in U.S. shipyards; and (2) U.S. shipyards for the purpose of financing advanced shipbuilding technology and modern shipbuilding technology (Technology) of a privately owned general shipyard facility located in the United States. Additional information about the Title XI program may be found on the following website: www.marad.dot.gov/titleXI/.



II. EXPERTISE REQUIRED



Legal advisory work typically consists of (but not be limited to):

a) reviewing, drafting, negotiating and modifying credit instruments (credit instruments include, but are not limited to: term sheets, secured (direct) loan agreements, guaranteed loan agreements, line of credit agreements);

b) review, modify, and/or amend documents such as: lease agreements, pledge documents, bond indentures, hedge agreements and swap termination documents as well as inter-creditor agreements to be entered into between the DOT and selected TIFIA borrowers and third parties as appropriate;

c) reviewing, drafting, and modifying amendments to or restatements of agreements;

d) providing advice and counsel to DOT in analyzing the legal aspects of the financing for specific projects;

e) review and negotiate modifications as appropriate of opinion letters of borrowers? counsel;

f) ensure that credit agreement terms, conditions, covenants, and remedies provide adequate security to the DOT, are appropriate for the particular transaction, and are consistent with the statutory criteria and the regulations implementing the TIFIA program;

g) reviewing all loan closing documentation;

h) be responsible for or represent as appropriate the TIFIA JPO at financial close (generally held simultaneously with senior creditors);

i) furnish legal memoranda which would be incorporated into a briefing memorandum making recommendations with regard to the execution of the TIFIA credit agreement by the Department;

j) preparing closing memorandum and handling all closing activities.



The firm must be able to attend working conferences and meetings at DOT headquarters in Washington, DC on short notice as well as participate in telephone conference calls on short notice.

Extensive information on the Transportation Infrastructure Finance and Innovation Act (TIFIA) can be accessed through the website http://www.tifia.fhwa.dot.gov







PARTICIPATION IN THE MARKET RESEARCH IN NO WAY INFLUENCES THE COMPETITION FOR THESE SERVICES.



THE SOLICITATION WILL BE PUBLISHED IN FedBizOpps.gov.







Market Research





Please complete the following questionnaire:



1. Place an X beside each requirement your firm would be able to satisfy.



1. Expertise in

a. Municipal bonds



b. Private Activity Bonds



c. Private lenders (including commercial banks)



d. Transportation Infrastructure Project Finance



2. Reviewing, drafting, negotiating and modifying credit instruments (credit instruments include, but are not limited to: term sheets, secured (direct) loan agreements, guaranteed loan agreements, line of credit agreements).



3. Work related to documents such as: lease agreements, pledge documents, bond indentures, hedge agreements and swap termination documents as well as intercreditor agreements to be entered into between the DOT and selected TIFIA borrowers and third parties as appropriate;



4. Reviewing, drafting, and modifying amendments or amended and restated agreements.



5. Providing advice and counsel to DOT in analyzing the legal aspects of the financing for the project.



6. Review and modify as appropriate opinion letters of borrowers? counsel.



7. Ensure that credit agreement terms, conditions, covenants, and remedies provide adequate security to the DOT, are appropriate for the particular transaction, and are consistent with the statutory criteria and the regulations implementing the TIFIA program.



8. Reviewing all loan closing documentation.



9. Be responsible for or represent as appropriate the TIFIA JPO at financial close (generally held simultaneously with senior creditors).



10. Furnish legal memoranda which would be incorporated into a briefing memoranda making recommendations with regard to the execution of the TIFIA credit agreement by the Department.



11. Preparing closing memorandum and handling all closing activities.



12. Ability to attend working conferences and meetings at DOT headquarters in Washington, D.C. on short notice as well as participate in telephone conference calls on short notice.



2. Would your firm be able to support the delivery of:



More than 10 tasks orders per year



5? 10 task orders per year?



Less than 5 task orders per year?



3. Based on your firm?s experience please provide rough estimates for the following services:



ITEM

UNIT PRICE

Item 1: Partner rate Hourly $

Item 2: Senior Associates (4th Year and above) rate Hourly $

Item 3: Junior Associates (1st-3rd Year and above) rate Hourly $

Item 4: Support Personnel Hourly $



4. Is your firm:



A small business? A small disadvantage business?



A woman-owned business? A HubZone business?



An 8 (a) business? A SDB business?



Other? If yes, what? Service-Disabled Veteran Owned





Please return the completed form no later than noon, December 3, 2007 to nandini@dot.gov or fax (202-366-3312).



Thank you for participating in DOT?s market research.