R -- Legal Advisory Services for TIFIA Loan Projects

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 contact@example.gov or fax (+1 (555) 000-0000). Thank you for participating in DOT?s market research.