BAA-FTA_FY26_Appendix-E_Amendment No. 0002.pdf

Federal Transit Administration

Office of Research, Demonstration, & Innovation Broad Agency Announcement (BAA) 2026

Appendix E - Contractual Requirements

AMENDMENT No. 0002 (Dated 10/29/2026)

Upon awarding a contract, the contractor will be required to make certain legal commitments through acceptance of Government contract clauses flow down from this BAA solicitation. The

Federal Acquisition Regulation (FAR) Provisions and Clauses are required by the FAR based on resulting Contract Types, either Firm-Fixed-Price or Cost Reimbursable. The requested Cost

Reimbursable must be supported by a justification identifying the compelling need to enter this

Contract Type. This solicitation does not include Option Clauses, which will be inserted at the

Contract level depending on the Contract Award specifications.

Contract Administration Data

1252.201-70 Contracting Officer's Representative (NOV 2022)

(a) The Contracting Officer may designate Government personnel to act as the

Contracting Officer's Representative (COR) to perform functions under the contract such as review and/or inspection and acceptance of supplies, services, including construction, and other functions of a technical nature. The

Contracting Officer will provide a written notice of such designation to the

Contractor within five working days after contract award or for construction, not less than five working days prior to giving the contractor the notice to proceed.

The designation letter will set forth the authorities and limitations of the COR under the contract.

(b) The Contracting Officer cannot authorize the COR or any other representative to sign documents (i.e., contracts, contract modifications, etc.)

that require the signature of the Contracting Officer.

(End of clause)

1252.232-70 Electronic Submission of Payment Requests (NOV 2022)

(a) Definitions. As used in this clause -

(1) Contract financing payment has the meaning given in FAR 32.001.

(2) Payment request means a bill, voucher, invoice, or request for contract financing payment or invoice payment with associated supporting documentation. The payment request must comply with the requirements identified in FAR 32.905(b), “Content of Invoices,” this clause, and the applicable Payment clause included in this contract.

(3) Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests.

(4) Invoice payment has the meaning given in FAR 32.001.

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form.

Purchases paid with a Governmentwide commercial purchase card are an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) Processing system. The Department of Transportation utilizes the

DELPHI system for processing invoices. The DELPHI module for submitting invoices is called iSupplier. Access to DELPHI is granted with electronic authentication of credentials (name & valid email address) utilizing the GSA credentialing platform login.gov. Vendors submitting invoices are required to submit invoices via iSupplier (DELPHI) and authenticated via www.login.gov.

(d) Invoice requirements. To receive payment and in accordance with the

Prompt Payment Act, all invoices submitted as attachments in iSupplier

(DELPHI) shall contain the following:

(1) Invoice number and invoice date.

(2) Period of performance covered by invoice.

(3) Contract number and title.

(4) Task/Delivery Order number and title (if applicable).

(5) Amount billed (by CLIN), current and cumulative.

(6) Total ($) of billing.

(7) Cumulative total billed for all contract work to date.

(8) Name, title, phone number, and mailing address of person to be contacted in the event of a defective invoice.

(9) Travel. All travel expenses are included in the Firm-Fixed Price and additional reimbursement expenses shall not be paid.

(TAR Class Deviation 2025-02_A1) http://www.login.gov/

(10) The following statement “The Contractor certifies that, by submitting this invoice to the Government, the supplies and/or services billed have been shipped, rendered, or delivered in accordance with instructions issued by the ordering officer; that they are reflected in the quantities and/or period of performance stated on the invoice; and that such supplies and/or services conform to the quantity and quality requirements specified in the applicable contract, order, or blanket purchase agreement.

Furthermore, pursuant to Executive Order 14173, Ending Illegal

Discrimination And Restoring Merit-Based Opportunity, the Contractor certifies that it is in compliance with the Equal Protection principles of the

Constitution and all applicable Federal anti-discrimination laws, and acknowledges that such compliance is material to the Government’s payment decision under the False Claims Act (31 U.S.C. § 3729(b)(4)). The Contractor also affirms that it does not operate any diversity, equity, and inclusion (DEI) initiatives that are inconsistent with the Equal Protection principles of the

Constitution and the non-discrimination requirements of Federal law, as interpreted by the Supreme Court in Students for Fair Admissions v. Harvard, 600 U.S. 181 (2023).”

(e) Payment system registration. All persons accessing the iSupplier

(DELPHI) will be required to have their own unique user ID and password and be credentialed through login.gov.

(1) Electronic authentication. See www.login.gov for instructions.

(2) To create a www.login.gov account, the user will need a valid email address and a working phone number. The user will create a password and then www.login.gov will reply with an email confirming the email address.

(3) iSupplier (DELPHI) registration instructions: new users should navigate to: http://einvoice.esc.gov to establish an account.

Users are required to log in to iSupplier (DELPHI) every 45 days to keep it active.

(4) Training on DELPHI. To facilitate use of DELPHI, comprehensive user information is available at http://einvoice.esc.gov.

(5) Account Management. Vendors are responsible to contact their assigned COR when their firm's points of contacts will no longer be submitting invoices, so they can be removed from the system.

(f) Waivers. For contractors/vendors who are unable to utilize DOT's

DELPHI system, waivers may be considered by DOT on a case-by-case basis.

Vendors should contact their Contracting Officer's Representative (COR) for procedures.

http://www.login.gov/ http://www.login.gov/ http://www.login.gov/ http://einvoice.esc.gov/ http://einvoice.esc.gov/

(g) Exceptions and alternate payment procedures. If, based on one of the circumstances set forth in 1232.7002(a) or (b), and the contracting officer directs that payment requests be made by mail, the contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office. If alternate payment procedures are authorized, the Contractor shall include a copy of the Contracting Officer's written authorization with each payment request. If DELPHI is succeeded by later technology, the Contracting

Officer will supply the Contractor with the latest applicable electronic invoicing instructions.

(End of clause)

52.212-1 Instructions to Offerors – Commercial Products and Commercial

Services (Sep 2023)

(a) North American Industry Classification System (NAICS) code and small business size standard. The NAICS code(s) and small business size standard(s) for this acquisition appear elsewhere in the solicitation. However, the small business size standard for a concern that submits an offer, other than on a construction or service acquisition, but proposes to furnish an end item that it did not itself manufacture, process, or produce is

500 employees, or 150 employees for information technology value-added resellers under NAICS code 541519, if the acquisition—

(1) Is set aside for small business and has a value above the simplified acquisition threshold;

(2) Uses the HUBZone price evaluation preference regardless of dollar value, unless the offeror waives the price evaluation preference; or

(3) Is an 8(a), HUBZone, service-disabled veteran-owned, economically disadvantaged women-owned, or women-owned small business set-aside or sole-source award regardless of dollar value.

(b) Submission of offers. Submit signed and dated offers to the office specified in this solicitation at or before the exact time specified in this solicitation. Offers may be submitted on the SF 1449, letterhead stationery, or as otherwise specified in the solicitation. As a minimum, offers must show—

(1) The solicitation number;

(2) The time specified in the solicitation for receipt of offers;

(3) The name, address, and telephone number of the offeror;

(4) A technical description of the items being offered in sufficient detail to evaluate compliance with the requirements in the solicitation. This may include product literature, or other documents, if necessary;

https://www.gsa.gov/forms-library/solicitationcontractorder-commercial-items

(5) Terms of any express warranty;

(6) Price and any discount terms;

(7) "Remit to" address, if different than mailing address;

(8) A completed copy of the representations and certifications at

Federal Acquisition Regulation (FAR) 52.212-3 (see FAR 52.212-3(b) for those representations and certifications that the offeror shall complete electronically);

(9) Acknowledgment of Solicitation Amendments;

(10) Past performance information, when included as an evaluation factor, to include recent and relevant contracts for the same or similar items and other references (including contract numbers, points of contact with telephone numbers and other relevant information); and

(11) If the offer is not submitted on the SF 1449, include a statement specifying the extent of agreement with all terms, conditions, and provisions included in the solicitation. Offers that fail to furnish required representations or information, or reject the terms and conditions of the solicitation may be excluded from consideration.

(c) Period for acceptance of offers. The offeror agrees to hold the prices in its offer firm for 30 calendar days from the date specified for receipt of offers, unless another time period is specified in an addendum to the solicitation.

(d) Product samples. When required by the solicitation, product samples shall be submitted at or prior to the time specified for receipt of offers. Unless otherwise specified in this solicitation, these samples shall be submitted at no expense to the Government, and returned at the sender’s request and expense, unless they are destroyed during pre-award testing.

(e) Multiple offers. Offerors are encouraged to submit multiple offers presenting alternative terms and conditions, including alternative line items (provided that the alternative line items are consistent with FAR subpart 4.10), or alternative commercial products or commercial services for satisfying the requirements of this solicitation. Each offer submitted will be evaluated separately.

(f) Late submissions, modifications, revisions, and withdrawals of offers.

(1) Offerors are responsible for submitting offers, and any modifications, revisions, or withdrawals, so as to reach the Government office designated in the solicitation by the time specified in the solicitation. If no time is specified in the solicitation, the time for receipt is 4:30 p.m., local time, for the designated Government office on the date that offers or https://www.acquisition.gov/far/52.212-3#FAR_52_212_3 https://www.acquisition.gov/far/52.212-3#FAR_52_212_3 https://www.gsa.gov/forms-library/solicitationcontractorder-commercial-items https://www.acquisition.gov/far/subpart-4.10#FAR_Subpart_4_10 revisions are due.

(2)

(i) Any offer, modification, revision, or withdrawal of an offer received at the

Government office designated in the solicitation after the exact time specified for receipt of offers is "late" and will not be considered unless it is received before award is made, the Contracting Officer determines that accepting the late offer would not unduly delay the acquisition; and-

(A) If it was transmitted through an electronic commerce method authorized by the solicitation, it was received at the initial point of entry to the Government infrastructure not later than 5:00 p.m. one working day prior to the date specified for receipt of offers; or

(B) There is acceptable evidence to establish that it was received at the

Government installation designated for receipt of offers and was under the

Government’s control prior to the time set for receipt of offers; or

(C) If this solicitation is a request for proposals, it was the only proposal received.

(ii) However, a late modification of an otherwise successful offer, that makes its terms more favorable to the Government, will be considered at any time it is received and may be accepted.

(3) Acceptable evidence to establish the time of receipt at the Government installation includes the time/date stamp of that installation on the offer wrapper, other documentary evidence of receipt maintained by the installation, or oral testimony or statements of Government personnel.

(4) If an emergency or unanticipated event interrupts normal Government processes so that offers cannot be received at the Government office designated for receipt of offers by the exact time specified in the solicitation, and urgent

Government requirements preclude amendment of the solicitation or other notice of an extension of the closing date, the time specified for receipt of offers will be deemed to be extended to the same time of day specified in the solicitation on the first work day on which normal

Government processes resume.

(5) Offers may be withdrawn by written notice received at any time before the exact time set for receipt of offers. Oral offers in response to oral solicitations may be withdrawn orally. If the solicitation authorizes facsimile offers, offers may be withdrawn via facsimile received at any time before the exact time set for receipt of offers, subject to the conditions specified in the solicitation concerning facsimile offers. An offer may be withdrawn in person by an offeror or its authorized representative if, before the exact time set for receipt of offers, the identity of the person requesting withdrawal is established and the person signs a receipt for the offer.

(g) Contract award (not applicable to Invitation for Bids). The

Government intends to evaluate offers and award a contract without discussions with offerors. Therefore, the offeror’s initial offer should contain the offeror’s best terms from a price and technical standpoint. However, the Government reserves the right to conduct discussions if later determined by the Contracting Officer to be necessary. The

Government may reject any or all offers if such action is in the public interest;

accept other than the lowest offer; and waive informalities and minor irregularities in offers received.

(h) Multiple awards. The Government may accept any item or group of items of an offer, unless the offeror qualifies the offer by specific limitations. Unless otherwise provided in the Schedule, offers may not be submitted for quantities less than those specified. The Government reserves the right to make an award on any item for a quantity less than the quantity offered, at the unit prices offered, unless the offeror specifies otherwise in the offer.

(i) Availability of requirements documents cited in the solicitation. (1)

(i) The GSA Index of Federal Specifications, Standards and Commercial Item

Descriptions, FPMR Part 101–29, and copies of Federal specifications, standards, and product descriptions can be downloaded from the ASSIST website at https://assist.dla.mil.

(ii) If the General Services Administration, Department of Agriculture, or

Department of Veterans Affairs issued this solicitation, a copy of specifications, standards, and commercial item descriptions cited in this solicitation may be obtained from the address in paragraph (i)(1)(i) of this provision.

(2) Most unclassified Defense specifications and standards may be downloaded from the ASSIST website at https://assist.dla.mil.

(3) Defense documents not available from the ASSIST website may be requested from the Defense Standardization Program Office by—

(i) Using the ASSIST feedback module ( https://assist.dla.mil/feedback); or

(ii) Contacting the Defense Standardization Program Office by telephone at 571–

767–6688 or email at assisthelp@dla.mil.

(4) Nongovernment (voluntary) standards must be obtained from the organization responsible for their preparation, publication, or maintenance.

(j) Unique entity identifier.(Applies to all offers that exceed the micro-purchase https://assist.dla.mil/ https://assist.dla.mil/ https://assist.dla.mil/feedback mailto:assisthelp@dla.mil threshold, and offers at or below the micro-purchase threshold if the solicitation requires the Contractor to be registered in the System for Award

Management (SAM).)

The Offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation "Unique Entity Identifier" followed by the unique entity identifier that identifies the Offeror's name and address. The Offeror also shall enter its Electronic Funds Transfer (EFT) indicator, if applicable. The EFT indicator is a four-character suffix to the unique entity identifier. The suffix is assigned at the discretion of the Offeror to establish additional SAM records for identifying alternative EFT accounts (see FAR subpart 32.11) for the same entity. If the

Offeror does not have a unique entity identifier, it should contact the entity designated at www.sam.gov for unique entity identifier establishment directly to obtain one. The Offeror should indicate that it is an offeror for a Government contract when contacting the entity designated at www.sam.gov for establishing the unique entity identifier.

(k) [Reserved]

Debriefings are not supported under this BAA.

(End of Provision)

52.252-2 Clauses Incorporated by Reference (Feb 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this address www.acquisition.gov.

(End of Clause)

Applicability Matrix for Hybrid Award Structure

The resulting awards under this Broad Agency Announcement (BAA) may be structured as Firm-Fixed-Price (FFP), Cost-Reimbursement (CR), or a hybrid combination containing both FFP and CR Contract Line-Item Numbers (CLINs).

The clauses listed below are incorporated by reference. Their legal applicability is strictly governed by the specific award type or individual CLIN designation as defined in the final contract award document:

Clause

Number

Clause Title Date FFP

CLINs

CR

CLINs

FAR

52.215-23

Limitations on Pass-Through Charges (JUN 2020) X X https://www.acquisition.gov/far/subpart-32.11#FAR_Subpart_32_11 http://www.sam.gov/ http://www.sam.gov/ http://www.acquisition.gov/

FAR

52.216-7

Allowable Cost and Payment (AUG 2018) X

FAR

52.222-41

Service Contract Labor Requirements (AUG 2018) X X

FAR

52.222-43

Fair Labor Standards Act and Service Contract

Labor Standards—Price Adjustment (Multiple

Year or Option Contracts)

(AUG 2018) X

FAR

52.232-1

Payments (APR 1984) X

FAR

52.232-20

Limitation of Cost (Applicable if fully funded) Active Dev.

(Nov. 2025)

X

FAR

52.232-22

Limitation of Funds (Applicable if incrementally funded)

Active Dev.

(Nov. 2025)

X

FAR

52.243-1

Changes—Fixed-Price — Alternate I Active Dev.

(Jul. 2025)

X

FAR

52.243-2

Changes—Cost-Reimbursement — Alternate I Active Dev.

(Jul. 2025)

X

FAR

52.246-4

Inspection of Services—Fixed-Price (AUG 1996) X

FAR

52.246-5

Inspection of Services—Cost-Reimbursement (APR 1984) X

FAR

52.249-2

Termination for Convenience of the Government

(Fixed-Price)

(APR 2012) X

FAR

52.249-6

Termination (Cost-Reimbursement) (MAY 2004) X

FAR

52.249-8

Default (Fixed-Price Supply and Service) (APR 1984) X

Additional FAR and Local Clause

52.202-1 Definitions, Jun. 2020

52.203-3 Gratuities, Apr. 1984

52.203-5 Covenant Against Contingent Fees, May 2014

52.203-7 Anti-Kickback Procedures, Jun. 2020

52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity, May

52.203-10 Price or Fee Adjustment for Illegal or Improper Activity, May 2014

52.203-11 Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions, Sept. 2024

52.203-12 Limitation on Payments to Influence Certain Federal Transactions, Jun. 2020

52.203-13 Contractor Code of Business Ethics and Conduct, Nov. 2021

52.203-16 Preventing Personal Conflicts of Interest, Jun. 2020

52.203-17 Contractor Employee Whistleblower Rights, Nov. 2023

52.203-18 Prohibition on Contracting with Entities that Require Certain Internal Confidentiality

Agreements or Statements-Representation. Jan. 2017

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements, Jan.

52.204-5 Women-Owned Business (Other Than Small Business), Oct. 2014

52.204-7 System for Award Management – Registration, Active Dev. Nov. 2025

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards, Active Dev.

Nov. 2025

52.204-12 Unique Entity Identifier Maintenance, Oct. 2016

52.204-13 System for Award Management Maintenance, Active Dev. Nov. 2025

52.204-19 Incorporation by Reference of Representations and Certifications, Dec. 2014

52.209-2 Prohibition on Contracting with Inverted Domestic Corporations-Representation, Active Dev.

Apr. 2026

52.209-6 Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment, Active Dev. Oct. 2025

52.209-10 Prohibition on Contracting with Inverted Domestic Corporations, Nov. 2015

52.209-14 Reserve Officer Training Corps and Military Recruiting on Campus, Nov. 2021

52.214-34 Submission of Offers in the English Language, Apr. 1991

52.214-35 Submission of Offers in U.S. Currency, Apr. 1991

52.215-1 Instructions to Offerors-Competitive Acquisition, Active Dev. Oct. 2025

52.215-2 Audit and Records-Negotiation, Active Dev. Oct. 2025

52.215-8 Order of Precedence-Uniform Contract Format, Active Dev. Oct. 2025

52.215-22 Limitations on Pass-Through Charges-Identification of Subcontract Effort, Active Dev. Oct.

52.215-23 Limitations on Pass-Through Charges, Active Dev. Oct. 2025

52.216-7 Allowable Cost and Payment, Active Dev. Oct. 2025

52.216-7 Alternate II, Aug. 2012

52.216-7 Alternate III, Aug. 2012

52.216-7 Alternate IV, Aug. 2012

52.216-8 Fixed Fee, Jun. 2011

52.216-12 Cost-Sharing Contract-No Fee. Apr. 1984

52.216-12 Alternate I Active Dev. Oct. 2025

52.219-8 Utilization of Small Business Concerns, Jan. 2025

52.219-9 Small Business Subcontracting Plan, Active Dev. Nov. 2025

52.219-28 Post-Award Small Business Program Rerepresentation, Active Dev. Nov. 2025

52.222-3 Convict Labor, Active Dev. Apr. 2026

52.222-35 Equal Opportunity for Veterans, Active Dev. Apr. 2026

52.222-36 Equal Opportunity for Workers with Disabilities, Active Dev. Apr. 2026

52.222-37 Employment Reports on Veterans, Active Dev. Apr. 2026

52.222-40 Notification of Employee Rights Under the National Labor Relations Act, Dec. 2010

52.222-50 Combating Trafficking in Persons, Oct. 2025

52.222-54 Employment Eligibility Verification, Active Dev. Apr. 2026

52.223-23 Sustainable Products, Active Dev. Jan. 2026

52.226-7 Drug-Free Workplace, May 2024

52.226-8 Encouraging Contractor Policies to Ban Text Messaging While Driving, May 2024

52.227-11 Patent Rights-Ownership by the Contractor, May 2014

52.227-14 Rights in Data-General, May 2014

52.227-16 Additional Data Requirements, Jun. 1987

52.228-7 Insurance–Liability to Third Persons, Mar. 1996

52.232-2 Payments under Fixed-Price Research and Development Contracts, Apr. 1984

52.232-9 Limitation on Withholding of Payments, May 2014

52.232-17 Interest, May 2014

52.232-23 Assignment of Claims, May 2014

52.232-25 Prompt Payment, Jan. 2017

52.232-25 Alternate I, Feb. 2002

52.232-33 Payment by Electronic Funds Transfer-System for Award Management, Oct. 2018

52.232-39 Unenforceability of Unauthorized Obligations, Jun. 2013

52.232-40 Providing Accelerated Payments to Small Business Subcontractors, Mar. 2023

52.233-2 Service of Protest, Active Dev. Sept 2025

52.233-1 Disputes, Active Dev. Sept. 2025

52.233-3 Protest after Award, Aug. 1996

52.233-4 Applicable Law for Breach of Contract Claim, Active Dev. Sept. 2025

52.240-90 Security Prohibitions and Exclusions Representations and Certifications, Active Dev. Nov. 2025

52.240-91 Security Prohibitions and Exclusions, Active Dev. Nov. 2025

52.240-91 Alternate I, Active Dev. Nov. 2025

52.240-92 Security Requirements, Active Dev. Nov. 2025

52.240-92 Alternate I, Active Dev. Nov. 2025

52.240-93 Basic Safeguarding of Covered Contractor Information Systems, Active Dev. Sept. 2025

52.242-1 Notice of Intent to Disallow Costs, Apr. 1984

52.242-2 Production Progress Reports, Apr. 1991

52.242-13 Bankruptcy, July 1995

52.242-15 Stop-Work Order, Aug. 1989

52.242-15 Alternate I, Apr. 1984

52.243-1 Changes-Fixed-Price, Active Dev. July 2025

52.243-2 Changes-Cost-Reimbursement, Active Dev. July 2025

52.243-6 Change Order Accounting, Active Dev. July 2025

52.244-2 Subcontracts, Jun. 2020

52.244-2 Alternate I, Jun. 2020

52.244-5 Competition in Subcontracting, Aug, 2024

52.244-6 Subcontracts for Commercial Products and Commercial Services, Active Dev. Oct. 2025

52.245-1 Government Property, Sept. 2021

52.246-7 Inspection of Research and Development-Fixed-Price, Aug. 1996

52.246-25 Limitation of Liability-Services, Feb. 1997

52.247-1 Commercial Bill of Lading Notations, Feb. 2006

52.249-1 Termination for Convenience of the Government (Fixed-Price) (Short Form), Apr 1984

52.249-5 Termination for Convenience of the Government (Educational and Other Nonprofit Institutions), Aug

52.249-9 Default (Fixed-Price Research and Development), Apr 1984

52.253-1 Computer Generated Forms, Jan 1991

52.222-90 Addressing DEI Discrimination by Federal Contractors (APR 2026)

(a) Definitions. As used in this clause—

Program participation means membership or participation in, or access or admission to:

training, mentoring, or leadership development programs; educational opportunities;

clubs; associations; or similar opportunities that are sponsored or established by the contractor or subcontractor.

Racially discriminatory diversity equity and inclusion (DEI) activities means disparate treatment based on race or ethnicity in the recruitment, employment (e.g., hiring, promotions), contracting (e.g., vendor agreements), program participation, or allocation or deployment of an entity's resources.

1252.201-70 Contracting Officer's Representative (NOV 2022)

(a) The Contracting Officer may designate Government personnel to act as the Contracting Officer's

Representative (COR) to perform functions under the contract such as review and/or inspection and acceptance of supplies, services, including construction, and other functions of a technical nature. The

Contracting Officer will provide a written notice of such designation to the Contractor within five working days after contract award or for construction, not less than five working days prior to giving the contractor the notice to proceed. The designation letter will set forth the authorities and limitations of the COR under the contract.

(b) The Contracting Officer cannot authorize the COR or any other representative to sign documents

(i.e., contracts, contract modifications, etc.) that require the signature of the Contracting Officer.

1252.209-70 Organizational and Consultant Conflicts of Interest, (NOV 2022)

(a) An offeror shall identify in its proposal, quote, bid or any resulting contract, any potential or actual Organizational and Consultant Conflicts of

Interest (OCCI) as described in FAR subpart 9.5. This includes actual or potential conflicts of interests of proposed subcontractors. If an offeror identifies in its proposal, quote, bid or any resulting contract, a potential or actual conflict of interests the offeror shall submit an Organizational and

Consultant Conflicts of Interest Plan (OCCIP) to the contracting officer. The

OCCIP shall describe how the offeror addresses potential or actual conflicts of interest and identify how they will avoid, neutralize, or mitigate present or future conflicts of interest.

(b) Offerors must consider whether their involvement and participation raise any OCCI issues, especially in the following areas when:

(1) Providing systems engineering and technical direction.

(2) Preparing specifications or work statements and/or objectives.

(3) Providing evaluation services.

(4) Obtaining access to proprietary information.

(c) If a prime contractor or subcontractor breaches any of the OCCI restrictions or does not disclose or misrepresents any relevant facts concerning its conflict of interest, the government may take appropriate action, including terminating the contract, in additional to any remedies that may be otherwise permitted by the contract or operation of law.

(End of clause)

1252.209-71 Limitation of Future Contracting. (NOV 2022)

(a) The Contracting Officer has determined that this acquisition may give rise to a potential organizational conflict of interest. Accordingly, prospective offerors are encouraged to review FAR subpart 9.5—Organizational Conflicts of Interest.

(b) The nature of this conflict is [describe the conflict].

(c) The restrictions upon future contracting are as follows:

(1) If the Contractor, under the terms of this contract, or through the performance of tasks pursuant to this contract, is required to develop specifications or statements of work that are to be incorporated into a solicitation, the Contractor shall be ineligible to perform the work described in that solicitation as a prime or first-tier subcontractor under an ensuing government contract. This restriction shall remain in effect for a reasonable time, as agreed to by the Contracting Officer and the Contractor, sufficient to avoid unfair competitive advantage or potential bias (this time shall in no case be less than the duration of the initial ensuing contract).

(2) To the extent that the work under this contract requires access to proprietary, business confidential, or financial data of other companies, and if these data remain proprietary or confidential, the Contractor shall protect such data from unauthorized use and disclosure and agrees not to use the data to compete with those other companies.

1252.223-72 Protection of Human Subjects (NOV 2022)

(a) The Contractor shall comply with 49 CFR part 11, DOT's regulations for the protection of human subjects participating in activities supported directly or indirectly by contracts from DOT. In addition, the Contractor shall comply with any DOT Operating Administration (OA)-specific policies and procedures on the protection of human subjects.

(b) To demonstrate compliance with the subject DOT regulations and to protect human subjects, the

Contractor shall ensure the following:

(1) The Contractor shall establish and maintain a committee competent to review projects and activities that involve human subjects.

(2) The committee shall be assigned responsibility to determine, for each activity planned and conducted, that—

(i) The rights and welfare of subjects are adequately protected;

(ii) The risks to subjects are outweighed by potential benefits; and

(iii) The informed consent of subjects shall be obtained by methods that are adequate and appropriate.

(3) Committee reviews shall be conducted with objectivity and in a manner to ensure the exercise of independent judgment of the members. Members shall be excluded from review of projects or activities in which they have an active role or a conflict of interests.

(4) Continuing constructive communication between the committee and the project directors must be maintained as a means of safeguarding the rights and welfare of subjects.

(5) Facilities and professional attention required for subjects who may suffer physical, psychological, or other injury as a result of participating in an activity shall be provided.

(6) The committee shall maintain records of committee review of applications and active projects, of documentation of informed consent, and of other documentation that may pertain to the selection, participation, and protection of subjects. Detailed records shall be maintained of circumstances of any review that adversely affects the rights or welfare of the individual subjects. Such materials shall be made available to DOT upon request.

(7) The retention period of such records and materials shall be as specified at FAR 4.703.

(c) Periodic reviews shall be conducted by the Contractor to assure, through appropriate administrative overview, that the practices and procedures designed for the protection of the rights and welfare of subjects are being effectively applied.

(d) If the Contractor has or maintains a relationship with a Department of Health and Human Services approved Institutional Review Board (IRB) which can appropriately review this contract in accordance with the technical requirements and any applicable OA policies and procedures that apply, that IRB will be considered acceptable for the purposes of this contract.

1252.223-73 Seat Belt Use Policies and Programs (NOV 2022)

In accordance with Executive Order 13043, Increasing Seat Belt Use in the United States, dated April 16, 1997, the Contractor is encouraged to adopt and enforce on-the-job seat belt use policies and programs for its employees when operating company-owned, rented, or personally owned vehicles. The National Highway Traffic Safety Administration (NHTSA) is responsible for providing leadership and guidance in support of this Presidential initiative. For information on how to implement such a program or for statistics on the potential benefits and cost-savings to your company or organization, please visit the Click it or Ticket seat belt safety section of NHTSA's website at https://www.nhtsa.gov/campaign/click-it-or-ticket and https://www.nhtsa.gov/risky-driving/seat-belts.

1252-232-70 Electronic Submission of Payment Requests (NOV 2022) https://www.nhtsa.gov/campaign/click-it-or-ticket https://www.nhtsa.gov/risky-

(a) Definitions. As used in this clause—

(1) Contract financing payment has the meaning given in FAR 32.001.

(2) Payment request means a bill, voucher, invoice, or request for contract financing payment or invoice payment with associated supporting documentation. The payment request must comply with the requirements identified in FAR 32.905(b), “Content of Invoices,” this clause, and the applicable

Payment clause included in this contract.

(3) Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests.

(4) Invoice payment has the meaning given in FAR 32.001.

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a Governmentwide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) Processing system. The Department of Transportation utilizes the DELPHI system for processing invoices. The DELPHI module for submitting invoices is called iSupplier. Access to DELPHI is granted with electronic authentication of credentials (name & valid email address) utilizing the GSA credentialing platform login.gov. Vendors submitting invoices are required to submit invoices via iSupplier (DELPHI) and authenticated via www.login.gov.

(d) Invoice requirements. To receive payment and in accordance with the Prompt Payment Act, all invoices submitted as attachments in iSupplier (DELPHI) shall contain the following:

(1) Invoice number and invoice date.

(2) Period of performance covered by invoice.

(3) Contract number and title.

(4) Task/Delivery Order number and title (if applicable).

(5) Amount billed (by CLIN), current and cumulative.

(6) Total ($) of billing.

(7) Cumulative total billed for all contract work to date.

(8) Name, title, phone number, and mailing address of person to be contacted in the event of a defective invoice.

(9) Travel. If the contract includes allowances for travel, all invoices which include charges pertaining to travel expenses will catalog a breakdown of reimbursable expenses with the appropriate receipts to substantiate the travel expenses.

(e) Payment system registration. All persons accessing the iSupplier (DELPHI) will be required to have their own unique user ID and password and be credentialed through login.gov.

(1) Electronic authentication. See www.login.gov for instructions.

(2) To create a www.login.gov account, the user will need a valid email address and a working phone number. The user will create a password and then www.login.gov will reply with an email confirming the email address.

(3) iSupplier (DELPHI) registration instructions: New users should navigate to:

http://einvoice.esc.gov to establish an account. Users are required to log in to iSupplier (DELPHI) every 45 days to keep it active.

(4) Training on DELPHI. To facilitate use of DELPHI, comprehensive user information is available at http://einvoice.esc.gov.

(5) Account Management. Vendors are responsible to contact their assigned COR when their firm's points of contacts will no longer be submitting invoices, so they can be removed from the system.

(f) Waivers. For contractors/vendors who are unable to utilize DOT's DELPHI system, waivers may be considered by DOT on a case-by-case basis. Vendors should contact their Contracting Officer's

Representative (COR) for procedures.

(g) Exceptions and alternate payment procedures. If, based on one of the circumstances set forth in

1232.7002(a) or (b), and the contracting officer directs that payment requests be made by mail, the contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office. If alternate payment procedures are authorized, the Contractor shall include a copy of the Contracting Officer's written authorization with each payment request. If DELPHI is succeeded by later technology, the Contracting Officer will supply the Contractor with the latest applicable electronic invoicing instructions.

(End of clause)

1252.232-71 Limitation of Government's Obligation (NOV 2022)

(a) Funding is not currently available to fully fund this contract due to the Government operating under a continuing resolution (CR). The item(s) listed in the table below are being incrementally funded as described below. The funding allotted to these item(s) is presently available for payment and allotted to this contract. This table will be updated by a modification to the contract when additional funds, if any, are made available to this contract.

Contract line item

No. (CLIN)

CLIN total price

Funds allotted to the CLIN

Funds required for complete funding of the

CLIN

Totals $ $ $

(b) For the incrementally funded CLIN(s) identified in paragraph (a) of this clause, the Contractor agrees to perform up to the point at which the total amount payable by the Government, including any invoice payments to which the Contractor is entitled and reimbursement of authorized termination costs in the event of termination of those CLIN(s) for the Government's convenience, does not exceed the total amount currently obligated to those CLIN(s). The Contractor is not authorized to continue work on these item(s) beyond that point. The Government will not be obligated—in any event—to reimburse the Contractor in excess of the amount allotted to the CLIN(s) of the contract regardless of anything to the contrary in any other clause, including but not limited to the clause entitled

“Termination for Convenience of the Government” or paragraph (l) entitled “Termination for the

Government's Convenience” of the clause at FAR 52.212–4,“Commercial Terms and Conditions—

Commercial Products and Commercial Services.”

(c) Notwithstanding paragraph (h) of this clause, the Contractor shall notify the Contracting Officer in writing at least 30 days prior to the date when, in the Contractor's best judgment, the work will reach the point at which the total amount payable by the Government, including any cost for termination for convenience, will approximate 85 percent of the total amount then allotted to the contract for performance of the item(s) identified in paragraph (a) of this clause. The notification shall state the estimated date when that point will be reached and an estimate of additional funding, if any, needed to continue performance. The notification shall also advise the Contracting Officer of the estimated amount of additional funds required for the timely performance of the item(s) funded pursuant to this contract. If after such notification additional funds are not allotted by the date identified in the

Contractor's notification, or by an agreed upon substitute date, the Contracting Officer will terminate any item(s) for which additional funds have not been allotted, pursuant to the terms of this contract authorizing termination for the convenience of the Government. Failure to make the notification required by this paragraph, whether for reasons within or beyond the Contractor's control, will not increase the maximum amount payable to the Contractor under paragraphs (a) and (b) of this clause.

(d) The Government may, at any time prior to termination, allot additional funds for the performance of the item(s) identified in paragraph (a) of this clause.

(e) The termination provisions of paragraphs (a) through (h) of this clause do not limit the rights of the Government under the clause entitled “Default” or paragraph (m) entitled “Termination for

Cause,” of the clause at FAR 52.212–4, “Commercial Terms and Conditions—Commercial Products and Commercial Services.” The provisions of this clause are limited to the work and allotment of funds for the item(s) set forth in paragraph (a) of this clause. This clause no longer applies once the contract is fully funded.

(f) Nothing in this clause affects the right of the Government to terminate this contract pursuant to the

Government's termination for convenience terms set forth in this contract.

(g) Nothing in this clause shall be construed as authorization of voluntary services whose acceptance is otherwise prohibited under 31 U.S.C. 1342.

(h) The parties contemplate that the Government will allot funds to this contract from time to time as the need arises and as funds become available. There is no fixed schedule for providing additional funds.

(End of clause)

1252.235-70 Research Misconduct (NOV 2022)

(a) Definitions. As used in this clause -

Adjudication means the process of reviewing recommendations from the investigation phase and determining appropriate corrective actions.

Complainant means the person who makes an allegation of research misconduct or the person who cooperates with an inquiry or investigation.

DOT Oversight Organization is the Department of Transportation (DOT) operating administration or Secretarial office sponsoring or managing Federally funded research.

Evidence includes, but is not limited to, research records, transcripts, or recordings of interviews, committee correspondence, administrative records, grant applications and awards, manuscripts, publications, expert analyses, and electronic data.

Fabrication means making up data or results and recording or reporting them.

Falsification means manipulating research materials, equipment, or processes, or changing or omitting data or results such that the research is not accurately represented in the research record.

Inquiry means preliminary information gathering and fact-finding to determine if an allegation, or apparent instance of research misconduct, warrants an investigation.

Investigation means formal collection and evaluation of information and facts to determine if research misconduct can be established, to assess its extent and consequences, and to recommend appropriate action.

Plagiarism means the appropriation of another person's ideas, processes, results, or words without giving appropriate credit. Research misconduct does not include honest error or differences of opinion.

Research and Technology Coordinating Council (RTCC) is the lead DOT entity for coordination of all actions related to allegations of research misconduct. The respondent in a research misconduct finding may appeal through the RTCC to the Deputy Secretary of Transportation.

Research institution includes any Contractor conducting research under DOT-funded contractual instruments, contracts, and similar instruments.

Research misconduct means fabrication, falsification, or plagiarism, in proposing, performing, or reviewing research, or in reporting research results.

Research misconduct does not include honest error or difference of opinion.

Research record means the record of data or results that embody the facts resulting from scientific inquiry, and includes, but is not limited to, research proposals, laboratory records, both physical and electronic, progress reports, abstracts, theses, oral presentations, internal reports, and journal articles.

Respondent means the person against whom an allegation of research misconduct has been made, or the person whose actions are the focus of the inquiry or investigation.

(b) General guidelines.

(1) Confidentiality. DOT organizations, including research organizations, are required to safeguard the confidentiality of the inquiry, investigation, and decision-making processes, including maintaining complete confidentiality of all records and identities of respondents and complainants.

(2) Retaliation prohibited. If a complainant who has reported possible research misconduct alleges retaliation on the part of DOT organization management, the report will be addressed by management officials who will conduct an inquiry into the allegations followed by an appropriate management action.

(3) Separation of phases. DOT organizations and research organizations must ensure the separation of the Inquiry, Investigation and

Determination Phases of this process.

(4) In general, DOT organizations must strive to protect the interests of the Federal Government and the public in carrying out this process.

(c) Elements to support a finding of research misconduct. Research institutions (including Contractors) that receive DOT funds shall respond to allegations of research misconduct. The following elements describe the type of behavior, level of intent, and burden of proof required to support a finding of research misconduct:

(1) There must be a significant departure from the accepted practices of the relevant research community.

(2) The misconduct must have been committed intentionally, knowingly, or recklessly; and

(3) The allegation must be proven by a preponderance of the evidence.

(d) DOT Oversight Organization Investigation. The DOT oversight organization may proceed with its own investigation at any time if:

(1) DOT determines the research institution is not prepared to handle the allegation in a manner consistent with this policy.

(2) DOT involvement is needed to protect the public interest, including public health and safety.

(3) The allegation involves an entity of sufficiently small size (or an individual) that it cannot sufficiently conduct the investigation itself.

(4) The DOT oversight organization may take, or cause to be taken, interim administrative actions (including special certifications, assurances, or other administrative actions) when deemed appropriate to protect the welfare of human and animal subjects of research, prevent inappropriate use of Federal funds, or otherwise protect the public interest and safety.

(e) Investigating research misconduct. Research institutions, or in limited circumstances discussed in paragraph (d) the DOT Oversight Organization shall use the following procedures to investigate allegations of research misconduct:

(1) Inquire promptly into the research misconduct allegation and complete an initial inquiry within 60 calendar days after receipt of the allegation.

(2) Notify the Contracting Officer immediately, in writing, when an inquiry results in a determination that an investigation is warranted, and promptly begin an investigation.

(3) Ensure the objectivity and expertise of the individuals selected to review allegations and conduct investigations.

(4) Conduct the investigation according to established internal procedures and complete it within 120 calendar days of completing the initial inquiry.

(5) Document the investigation. Include documentation that -

(i) Describes the allegation(s).

(ii) Lists the investigators.

(iii) Describes the methods and procedures used to gather information and evaluate the allegation(s).

(iv) Summarizes the records and data compiled, states the findings, and explains the supporting reasons and evidence.

(v) States the potential impact of any research misconduct; and

(vi) Describes and explains any institutional sanctions or corrective actions recommended or imposed as appropriate within its jurisdiction and as consistent with other relevant laws.

(6) Provide the respondent (the person against whom an allegation of research misconduct has been made) with a reasonable opportunity (e.g., 30 calendar days) to review and respond to the investigation report. The respondent's written comments or rebuttal will be made part of the investigative record.

(7) Within 30 calendar days after completion of an investigation, forward investigative reports, documentation, and respondent's response to the Contracting…