Interstate Rail Compact (IRC)

Statement of Work

For

Legal Services

1. Overview

This is a non-personal services contract or task order to provide legal services. The Contractor is responsible to the Government as defined in this Statement of Work (SOW). The Contractor shall perform to the standards herein.

1. 1. Background

The Federal Railroad Administration (FRA) is procuring legal services to develop a complex Interestate Rail Compact Training Manual (IRC) in which FRA has a Federal interest.

The mission of the U.S. Department of Transportation’s Federal Railroad Administration (FRA) is to enable the safe, reliable, and efficient movement of people and goods for a strong America, now and in the future. In carrying out that mission, FRA is responsible for implementing national rail policy; administering Federal investments to develop the national rail network through grant programs; and sponsoring and conducting technical research and development activities to advance railroad efficiency, reliability, and safety.

The Infrastructure Investment and Jobs Act (Pub. L. 117-58, also known as the Bipartisan Infrastructure Law) provides unprecedented levels of Federal funding for intercity passenger rail (IPR). As a result, FRA is undertaking a significant investment in rail development initiatives. Additionally, increased funding has demonstrated a greater need for increased cooperation across state lines to coordinate IPR services and projects. Interstate Rail Compacts (IRCs), which are established in law by member States passing identical or near identical legislation to develop and advance IPR service, are a valuable tool in achieving FRA’s mission and ensuring FRA funded infrastructure investments are implemented efficiently. Historically, IRCs promote intercity passenger rail service within their regions and encourage policies that foster the efficient development of intercity passenger rail projects. IRCs have also served as a means of regional coordination among member States.

Realizing the benefits of state cooperation in the development of IPR, Congress granted advance consent to States to enter into IRCs under Section 410 of the Amtrak Reform and Accountability Act of 1997 (ARAA) (Pub. L. 105-134). However, only a handful of IRCs currently operate within the United States. To promote the use of IRCs to advance IPR, FRA seeks to improve its ability to provide technical assistance, including documentation and resources, to states interested in establishing IRCs or amending existing IRCs. This SOW focuses on developing resources that FRA can make available to states interested in establishing IRCs about the requirements, practical considerations, and best practices for establishing and amending IRCs.

CONTRACTOR TASKS

The Contractor will develop a comprehensive manual (IRC Handbook) containing an overview of legal requirements, best practices, and other resources for establishing a new IRC or amending an existing IRC. The Contractor will provide support for the agency review of the IRC Handbook, which may include review by U.S. DOT and other agencies if required by U.S. DOT, as well as public review and comment through publishing the draft document on the Federal Register.

The Contractor will next develop a series of webinars to inform stakeholders about the process of forming and establishing an IRC. The Contractor will provide stakeholder outreach support throughout the contract to ensure stakeholder feedback is considered in the development of IRC Handbook and the appropriate parties are invited to the webinar events.

In performing the work, the Contractor shall keep all information and negotiations confidential and communicate directly with the Contracting Officer’s Representative (COR). The Contractor shall not communicate with any parties to the transaction outside of FRA without the approval of the COR.

1. 1. Objective

The IRC Best Practices Documentation and Resources Development Contractor (Contractor) will undertake a series of tasks to assist FRA’s Office of Railroad Development (RRD), in coordination with other FRA offices, in providing technical assistance to primarily to states and other appropriate parties interested in establishing IRCs.

1. 1. Detailed Requirement

The scope of work for the development of the IRC Best Practices Documentation and Resources Development should include at a minimum the following tasks and deliverables. The Contractor will ensure that any documentation that will be shared with the public is 508 compliant.

The Contractor shall counsel FRA in connection with FRA decision-making and action on transaction documentation, and other legal actions related to property matters. The Contractor shall review and draft the necessary documentation using plain language. Specific tasks will include, but are not limited to, the following:

Task 1: Develop Detailed Work Plan

The objective of a Detailed Work Plan is to provide details on tasks identified in the Statement of Work and the steps to be taken to carry out the project. The detailed work plans will include the following information:

• Overview
  • A general description of the work the contractor will perform and the expected outcome of the work.
• Description of Work
  • Describe in detail the activities to complete tasks for the project, identify key milestones or other checkpoints to be used to monitor progress.
  • Identify work products and deliverables and the roles and responsibilities in executing, reviewing, and approving them.
• Schedule
  • Detailed schedule to include timeframes for completing major processes, reaching milestones, and finalizing work products/deliverables within each task.
• Budget
  • Align budget line items to project Tasks.

Task 2: Develop IRC Handbook

The Contractor will research and develop the IRC Handbook. Creating the IRC Handbook will require reviewing FRA’s existing work relating to IRCs, researching the legal requirements and practical considerations for establishing or modifying an IRC; assessing best practices for IRCs; and finalizing topics to be included in the IRC Handbook. The Contractor will include at a minimum the following subject areas in the IRC Handbook:

• IRC Overview. This section should provide a general overview of interstate compacts and specifically defines an IRC.
• Benefits of IRCs. This section should explain how IRCs can benefit their member states, including advancing IPR within member states’ regions.
• Formation of an IRC. This section should provide an overview of establishing an IRC, including advance Congressional consent under Section 410 of ARRA. This section should include guidelines on structuring and drafting compact language and best practices for forming an IRC, including ensuring that the IRC can accept Federal financial assistance. This section should also outline potential pitfalls and consequences if best practices are not followed.
• Amending and Expanding IRCs. This section should include an overview on expanding or changing an IRC’s authority and for adding new members to an existing IRC. This section should include practical considerations, best practices for amending state IRC authorizing language, and potential pitfalls and consequences if best practices are not followed.
• IRC Role throughout Project Life Cycle. This section should discuss how the role of the IRC changes throughout the project lifecycle as described in FRA’s Guidance on Development and Implementation of Railroad Capital Projects.[1] In particular, this section should describe how legislation can accommodate an IRC’s evolving role throughout the lifecycle.
• Applicable FRA Guidance. This section should include a catalog of existing FRA guidance relevant to IRCs.
• IRC Legislative Outline and Checklist. This section should contain checklists for successfully forming and amending IRCs. Each checklist should cover all relevant legal and practical considerations. This section will also contain an outline of the requirements to establish an IRC in law, including language for compliance with AARA § 410. The outline will consist of the relevant sections of legislation to establish and IRC and a summary of the contents of each section. This section will also identify language from exiting legislation enabling IRCs as useful examples and/or best practices. The Contractor will consider the wide range of activities an IRC may undertake and provide examples of legislation that enables these activities and the flexibility to commence new activities.

Task 2.1 Stakeholder Outreach

The Contractor will work with FRA to identify appropriate stakeholders, comprised primarily of states and other entities as appropriate. The Contractor will conduct stakeholder outreach at the outset of the development of the IRC Handbook to receive input by stakeholders on topics that would be helpful and beneficial to them to incorporate into the IRC Handbook. The Contractor will engage in stakeholder outreach as needed and appropriate at other points throughout the process of drafting the IRC Handbook.

Task 2.2 IRC Handbook Review

The Contractor will support FRA with the review and finalization of the IRC Handbook. FRA anticipates that the review will be twofold and include:

(1) agency review, which will include review by FRA, and may include review by U.S. DOT and other agencies if required by U.S. DOT; and

(2) public review of the draft IRC handbook. The draft IRC Handbook will be made available for public review and comment through publishing the draft on the Federal Register. The goal of this review is to provide the public an opportunity for feedback on other topics they would like the IRC Handbook to address. The Contractor will assist FRA in collecting the agency and public comments and addressing them as appropriate in the draft IRC Handbook. The Contractor will prepare a summary of public comments and FRA’s consideration of comments for FRA’s records. FRA anticipates multiple rounds of review by may be necessary prior to finalizing the IRC Handbook. The Contractor will provide a final 508 compliant electronic version of the IRC Handbook in pdf/a format.

Task 3: Develop Training Resources and Webinars

The contractor will develop the content for a webinar series and assist FRA with hosting the webinar and presenting the material to interested parties. Multiple webinars will be hosted based on U.S. geographic regions to best facilitate collaboration between states and appropriate entities that have a mutual interest in developing an IPR network. FRA anticipates roughly 6-8 webinars will be required. The webinar should be designed to equip attendees with the knowledge of the best practices and procedural steps required to form an IRC, as discussed in the IRC Handbook. The webinar will also provide opportunities for discussion among attendees to consider their next steps in advancing the formation of an IRC for their region. After the webinar, attendees should have a basic understanding of the legislative requirements to implement an interstate rail compact and insight into best practices that support the critical path. At a minimum, the webinar should address the following:

• An overview of content of the IRC Handbook and its purpose as a resource.
• An overview of what an IRC is and how IRCs benefit their member states.
• An overview of how an IRC is formed, including discussion of relevant legislation and best practices to support its formation and the pitfalls of not following the best practices.
• A discussion of the activities an IRC undertakes at different life cycle stages as defined in FRA’s Guidance on Development and Implementation of Railroad Capital Projects.
• Opportunities for discussion among attendees on their next steps.

The Contractor will record at least one of the webinars and make the recording available to FRA to publish on FRA’s website. The Contractor will work with FRA to ensure the recording is suitable for publication.

Task 3.1 Stakeholder Outreach

The Contractor will work with FRA to ensure the appropriate stakeholders, comprised of primarily states and other appropriate entities, are invited to attend the webinar. The Contractor and FRA will schedule the appropriate number webinars based on U.S. geographical regions and stakeholder interest.

Task 3.2 FRA Internal Webinar Training

The Contractor shall modify as appropriate the webinar developed under Task 3 to conduct one internal training session with FRA staff on the IRC Handbook. This webinar will at a minimum address the following topics:

• FRA grant programs that include IRCs as eligible applicants and other avenues in which FRA staff may work with IRCs.
• An overview of content of the IRC Handbook and its purpose as a resource.
• An overview of what an IRC is and how IRCs benefit their member states.
• An overview of how an IRC is formed, including discussion of relevant legislation and best practices to support its formation and the pitfalls of not following the best practices.
• A discussion of the activities an IRC undertakes at different life cycle stages as defined in FRA’s Guidance on Development and Implementation of Railroad Capital Projects.

2.0 Period of Performance

The period of performance shall be for (18) eighteen months from contract award.

2.1 Contract Type

Firm Fixed Price

3.0 General

3.1 Hours of Operation

N/A

3.2 Place of Performance

The work to be performed under this task order shall be performed at the contractor facility unless travel is requested by the COR.

3.3 Physical Security

The Contractor shall be responsible for safeguarding all government equipment, information, and property provided for Contractor use.

3.4 Special Qualifications

The contractor must provide licensed attorneys in good standing. The Contractor must be registered in SAM.gov.

The contractor must have technical expertise in the process of establishing interstate compacts to develope a handbook and webinars. The focus will be to outline the process and providing best practices to a respective audience such as States and other interested parties.

The contractor must have experience providing legal advice and counsel to entities, and ideally Federal agencies. This experience should include:

• The firm should have an expert level understanding of the practical and legal requirements needed to form an interstate compact?
• The firm should have a history working with States to develop and implement an interstate compacy. Please provide what subject area compact addressed. (For example, infrastructure, professional licensing, social welfare programs, ect).
• Has your firm worked with an interstate compact whose mission focused on managing transportation infrastructure assets or another type of capitol investment? If so, please describe what infrastructure the interstate compact managed.
• The firm should have experience working with the federal railroad and knowledge of the federal regulations.

3.5 Periodic Progress Meetings

The contractor agrees to attend progress meetings. The Contracting Officer or Contracting Officer’s Representative (COR), and other Government personnel, as appropriate, may meet periodically with the Contractor to review the Contractors performance. At these meetings, the COR or CO will apprise the Contractor of how the government views the Contractors performance and the Contractor will apprise the Government of problems, if any, being experienced. Appropriate action shall be taken to resolve outstanding issues. These meetings shall be at no additional cost to the government.

The table below includes a list of deliverables that will be required from the Contractor during performance of the task order.

3.6 Identification of Contractor Employees

All contractor personnel attending meetings and working in other situations where their Contractor status is not obvious to third parties are required to identify themselves as such to avoid creating an impression in the minds of members of the public that they are Government officials. They must also ensure that all documents or reports produced by Contractors are suitably marked as Contractor products or that Contractor participation is appropriately disclosed.

3.7 Contractor Travel

The Contractor may be required to travel as directed by the COR to off-site locations in support of this SOW.” All travel requires COR approval and will be reimbursed on a time and materials basis.

3.8 Materials

This category includes copies, recordings, production, reproduction, and shipping expenses associated with the work under this contract.

3.9 Organizational Conflict of Interest (Consider additional counsel conflicts language.)

Contractor and subcontract personnel performing work under this award may receive, have access to, or participate in the development of proprietary or source selection information (e.g., cost or pricing information, budget information or analyses, specifications or work statements, etc.), or perform evaluation services which may create a current or subsequent Organizational Conflict of Interests (OCI) as defined in FAR Subpart 9.5. The Contractor shall notify the CO immediately whenever he/she becomes aware that such access or participation may result in any actual or potential OCI, and may merit the submittal of a plan to the CO to avoid or mitigate any such OCI or conflict of interest personal to any of the key personnel. This mitigation plan would be determined to be acceptable solely at the discretion of the CO, and in the event the CO unilaterally determines that any such OCI cannot be satisfactorily avoided or mitigated, the Contracting Officer may effect other remedies as he or she deems necessary, including prohibiting the Contractor from participation in subsequent contracted requirements which may be affected by the OCI.

3.10 Phase In /Phase out Period

N/A

4.0 Government Furnished Equipment and Services

N/A

4.1 Services

The Government will schedule meetings in Microsoft Outlook and TEAMs Meetings as needed.

4.2 Facilities

N/A

4.3 Materials

N/A

5.0 Applicable Publications (Current Editions)

The Contractor must abide by applicable regulations, publications, manuals, and local policies and procedures.

5.1 Applicable Clauses

52.217-8 Option to Extend Services

The Government may require continued performance of any services within the limits and at the rates specified in the contract. The option provision may be exercised more than once, but the total period of performance hereunder shall not exceed 5 years. The Contracting Officer may exercise the option by written notice to the Contractor within the task order period.

52.217-9 Option to Extend the Term of the Contract

(a) The Government may extend the term of this contract by written notice to the Contractor any time prior to contract expiration, provided that the Government gives the Contractor a preliminary written notice of its intent to extend any time before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 5 years.

6.0 Attachment/Exhibit List

N/A

Attachments/Links