693JJ326R000012_AI TSMO_RFP_Amendment 1.pdf

Request for Proposal (RFP) No.: 693JJ326R000012 – Amendment 1

SECTION B - Supplies or Services and Prices

B.1 CONTRACT SUMMARY

This is a non-personal services contract to provide personnel, material, equipment, services, tools, supplies, engineering, transportation, facilities, and supervision to support the

“Transportation Systems Management and Operations (TSMO) Data Initiative” as described in Section C below.

This Request for Proposal (RFP) is being conducted as an open and full competition, and as a result of this RFP, FHWA anticipates awarding a single contract award based on the proposal deemed the best value to the Government.

Proposals will be submitted in two phases for this solicitation. The Phase I proposal submission will consist of a single Technical Capability volume. The Phase II proposal submission will include a Technical Proposal, and a Business Proposal. The Statement of Objectives for the contract is in Section C, Statement of Objectives of this RFP. All other proposal requirements are outlined in Section L, Instructions, Conditions, and Notices to Bidders.

B.2 CONTRACT PRICING

The Government anticipates award of a Firm-Fixed Price (FFP) Contract.

CLIN Description Type Price

00101 Transportation Systems Management and Operations

(TSMO) Data Initiative

FFP $

Total: $

NOTE: The Offeror may propose a payment schedule based on completion of deliverables and

Contracting Officer’s Representative (COR) acceptance of tasks and/or deliverables. Payments for a percentage of completion will not be accepted.

(End of Section B)

SECTION C – Statement of Objectives

The Statement of Objectives (SOO) provides the basic, top-level objectives, and is provided in lieu of a government-written statement of work (SOW) or performance work statement (PWS). It provides potential offerors the flexibility to develop cost-effective solutions and the opportunity to propose innovative alternatives for meeting the objectives. The Federal Highway

Administration’s (FHWA) Office of Safety and Operations Research and Development (HRSO), in partnership with the USDOT Intelligent Transportation Systems Joint Program Office (ITS

JPO), is seeking to identify and address the highest-value opportunities to remove data-related barriers to the use of Artificial Intelligence (AI) in transportation systems management and operations (TSMO).

C.1 Purpose

The purpose of this AI TSMO data initiative Research & Development (R&D) effort is to enhance the safety, efficiency, and resilience of the highway transportation system by identifying, clarifying, and addressing data‑related barriers that limit the effective use of AI within TSMO.

TSMO focuses on operational strategies that maximize the performance of the existing transportation system before additional capacity is required, ensuring that agencies get the most value from current infrastructure. AI in this context refers to computational methods that enable systems to sense and perceive their environment, analyze information, learn from experience, adapt to new situations, and take informed actions, including techniques such as reinforcement learning, deep learning, computer vision, large language models, and predictive analytics. By overcoming data challenges that hinder AI‑enabled TSMO applications, this effort aims to unlock benefits such as improved safety, smoother and more reliable traffic flow, reduced congestion and fuel waste, cleaner air, increased economic vitality, more efficient resource use, greater mobility options, and a better balance of transportation system supply and demand.

C.2 Scope of Mission

The objectives of this AI TSMO data initiative R&D effort are to:

1. Identify the highest-priority data-related challenges limiting the use of AI in TSMO for at least two use cases

2. Develop two prototype solutions for data challenges limiting the use of AI in TSMO for at least 2 one AI-TSMO use cases

The intended outcomes of this R&D effort are to:

• Help researchers within and outside USDOT focus future R&D that aims to improve transportation system management practices through the use of AI and

• Enable application developers within and/or supporting transportation agencies—the owners and operators of transportation infrastructure—to develop and deliver effective AI-based TSMO applications more quickly.

Future AI-enabling, data-focused TSMO R&D may involve, for example: the development of

TSMO benchmark data, the evaluation and comparison of various AI models, the integration of existing AI models used for TSMO use cases, or the development of Agentic AI systems where complex functions involving collaborative detection and decisions can be undertaken.

C.3 Period of Performance and Place of Performance

The Government anticipates a base period of performance of 18 months, with an optional period of an additional 6 months. In the base period, the Government expects that prioritizing use cases and data challenges will take 6 months and the subsequent prototyping will take 12 months. The work will be performed at the contractor’s facilities.

C.4 Background

C.4.1 Institutional Context

The ITS JPO’s AI Program seeks to advance next generation transportation systems and services for safer, and more efficient movement of people and goods by accelerating safe, secure, responsible, and value-added AI use.

The overall mission of ITS JPO’s AI Program is to strategically lead research, development, deployment, and evaluation of intelligent transportation systems enabled or transformed by AI, fostering collaboration across sectors, establishing best practices, and accelerating the adoption of impactful AI technologies to address critical transportation challenges and opportunities. The ITS

JPO is charged with working collaboratively across USDOT modal administrations to coordinate, plan, and execute the AI Program. The program is carried out in cooperation with State and local governments and other public entities, industry representatives, private sector firms of the United

States, the Federal laboratories, and institutions of higher education.

A key focus of the ITS JPO AI Program is to develop enabling resources, tools and methods to support the implementation of AI in transportation agencies. Currently, public agencies seek to apply AI to TSMO functions such as congestion management, work zone analytics, incident detection, traveler information, freight operations, safety, etc. However, the effectiveness, scalability, and trustworthiness of AI solutions depend on the availability, quality, interoperability, and governance of the underlying data.

C.4.2 R&D Context

Multiple reviews of the practice of applying AI to TSMO have cited data challenges that inhibit the adoption of AI in this space. These reviews generally stop short of identifying or prioritizing specific data and data preprocessing challenges that are slowing the development of AI-based

TSMO solutions. By their nature, the reviews do not result in specific approaches to address challenges. This R&D effort aims to accelerate the development of practical AI-based TSMO applications by building on these earlier reviews and related work.

This effort will prioritize and address data-related challenges in areas such as the following:

• availability, discovery, and quality, and completeness

• metadata standards and lineage tracking

• interoperability, fusion, and labeling schemas

• integration across public and private sources

• privacy, security, and data-sharing barriers

• testing-, evaluation, verification-, and validation (TEVV)-enabling data for AI model trustworthiness.

FHWA anticipates that methods and approaches that can advance the mission of this R&D effort by addressing data challenges such as those outlined above may include:

• Engaging State DOTs, MPOs, local agencies, transit operators, and private data providers to collect insights on current and desired TSMO applications, AI models in use, and related data challenges.

• Reviewing available literature on AI-based TSMO applications and data-related challenges impeding their development.

• Reviewing data used as inputs to TSMO applications in terms of specific sources, relevant standards, availability, granularity, quality, and metadata across agencies and regions.

• Develop prototypes (e.g., algorithms and models) to address high-priority data-related gaps and challenges faced by AI-TSMO use cases.

C.5. Performance Objectives, Goals and Outcomes

The overarching goal of this effort is to identify and prototype the highest-priority solutions to the data-related challenges limiting the application of AI to TSMO.

The major performance objectives are as follows:

• Base Period:

o Develop a well and clearly reasoned prioritized list of AI use cases for TSMO— those that might deliver substantially more benefits to traveling public if certain tractable data challenges were addressed for AI model development and implementation by stakeholders, such as state DOTs, MPOs, and local traffic operators.

o For at least two of the highest-priority AI-TSMO use cases, develop descriptions of representative use case implementations in terms of AI model type (e.g.:

supervised learning; computer vision; reinforcement learning; natural language processing and large language models (LLMs); unsupervised and semi-supervised models.) and data needs for these models: scope, sources, features, quality, metadata, interoperability, lineage, privacy, and TEVV readiness.

o Develop an inventory of national data sources that can best support the chosen AI-

TSMO use cases, including gap assessments of the sources in terms of the need types outlined above (e.g., scope, features).

o Identify the highest-priority data-related gaps and challenges produced in the preceding efforts, including but not limited data discovery; data preprocessing (e.g., harmonizing, cleaning, fusing, labeling, preparing), and inference data preparation for AI model evaluation.

o Develop at least two preliminary prototypes (e.g., algorithms and models) to address high-priority data-related gaps and challenges faced by at least one AI-

TSMO use case. Notes:

▪ This work will be innovative, iterative, and focused on user needs. It is expected to be organized in sprints, with regular releases of draft products

(including code and data).

▪ This objective is assumed to take twice as much time as all preceding objectives (i.e., roughly 12 months of the 18 months in the base period).

▪ Minimum viable product versions of each prototype are expected before the end of 6 months of work on this objective.

o Develop documentation material—drafts as work progresses and a final version— for tasks listed above. At a minimum, the documentation will explain activities undertaken, the outputs produced, and the intended outcomes so that those outside the team can understand the work.

o Support the development and use of communications materials that summarize the

R&D effort and its products so that others may consider using them.

• Optional Task:

o Develop

▪ data or model benchmarks for the highest-priority AI-TSMO use case by leveraging the knowledge on AI models, data sources, and prototypes developed in the base period of the project

▪ or

▪ additional prototypes (e.g., algorithms and models) to address high-priority data-related gaps and challenges.

o Develop documentation material describing the work in the optional period. Like documentation for the base period, the documentation for the optional period will be in draft and final versions and will cover activities, outputs, and intended outcomes at a minimum.

o Support the development and use of communications materials that summarize the

R&D effort and its products so that others may consider using them.

In consultation with the FHWA Point of Contact, the Contractor is expected to submit a management plan that will clearly meet this R&D effort’s objectives.

o Include in the plan everything that FHWA would need to understand to be confident in the plan, such as contractor staff involved in the team and their role; mechanisms for FHWA/contractor communications; contractor’s understanding of the activities required and their outputs, timing, and relationship to other activities in the R&D effort; quality assurance mechanisms planned.

o Build the plan knowing that this effort is expected to proceed iteratively, with the plan evolving as FHWA and the contractor learn.

The Contractor must hold a virtual (e.g., Google Meet) kick-off meeting to clarify and confirm the

R&D plan within two weeks of the award unless the COR agrees to a delay and provide the Kick-

Off Meeting Minutes within one week after the Kick-Off Meeting.

For the Kick-Off Meeting, the Contractor must provide a Draft Management Plan. This plan must be comprehensive and include the scope, full descriptions of the tasks and deliverables, the methodology/approach expected to be employed, a schedule and timeline (e.g., Gantt chart), a management and staffing plan (including staff labor/cost distribution by task), a travel plan, the budget and hours per task, channels of communication, and risks and assumptions. The

Contractor must make the Draft Management Plan available to the COR for review at least two business days prior to the Kick-Off Meeting unless the COR agrees to a delay. The COR will review the Draft Management Plan and provide comments to the Contractor, which must incorporate the feedback in a revised, Final Management Plan, which must be submitted four weeks after the Kick-Off Meeting.

Following the Kick-Off Meeting, the Contractor must coordinate biweekly or monthly progress review meetings with the FHWA COR and other personnel s/he deems fit to join to provide updates on progress, schedule, risks, and how the Contractor plans to mitigate the risks.

The Contractor is expected to exchange information as needed (by electronic means such as emails or virtual meetings) with members of other project teams supported by the JPO AI Program for the benefit of either team and/or the overall AI Program.

The Contractor must provide Monthly Progress Reports to the COR throughout the duration of the project by the 15th of the month following the reporting period. Each report must include project progress, findings, next steps, problems, and recommended actions.

(End of Section C)

SECTION D - Packaging and Marking

D.1 PACKAGING

Preservation, packing, and packaging of items for shipment shall be in accordance with best commercial practices and adequate for acceptance by common carrier for safe transportation at the most economical rates.

D.2 MARKINGS

All deliverables submitted to the Contracting Officer (CO) and the designated Contracting

Officer’s Representative (COR) shall be accompanied by a packing list or other suitable shipping document that shall clearly indicate the following:

(a) Contract number;

(b) Name and address of the consignor;

(c) Name and address of the consignee;

(d) Government bill of lading number covering the shipment (if any); and

(e) Description of the item/material shipped, including Deliverable Item Number (If applicable), Report Requirement, or Project Title under which the item is being delivered.

The Contractor shall take all necessary precautions to ensure that all sensitive data developed under this contract are delivered to the Government in a secure manner.

D.3 F.O.B. POINT

The F.O.B. point for any hard copy submittals and delivered items, unless otherwise directed by the Government shall be:

Federal Highway Administration

Turner-Fairbank Highway Research Center

6300 Georgetown Pike

McLean, Virginia 22101

Attn: TBD

(End of Section D)

SECTION E - Inspection and Acceptance

E.1 INSPECTION AND ACCEPTANCE

All work hereunder shall be subject to review by the Government. The COR is responsible for inspection and acceptance of all incoming shipments, documents, and services. Acceptance of the final deliverables shall be made in writing by the COR.

E.2 CLAUSES INCORPORATED BY REFERENCE

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

(End of Section E)

SECTION F - Deliveries or Performance

F.1 PERIOD OF PERFORMANCE

The period of performance for the contract is 18 months, with an optional period of 6 months. In the base period, USDOT expects that prioritizing use cases and data challenges will take 6 months and the subsequent prototyping will take 12 months.

F.2 METHOD OF DELIVERY

Electronic copies shall be delivered using Google Workspace tools (for example, Docs, Sheets, Slides format), unless otherwise specified by the COR. Electronic submission shall be made via email, unless otherwise agreed to by the COR.

F.3 PLACE OF DELIVERY

The Contractor shall submit interim and final deliverables electronically to the COR. The

Contractor shall include the contract number in the email for each deliverable.

F.4 DELIVERABLE/DELIVERY SUMMARY

CONTRACT

SECTION

DELIVERABLE FREQUENCY # OF COPIES MEDIUM/FORMAT

Note: Offerors will be required to provide a deliverables chart like the one above in their draft statement of work provided in their proposals.

F.5 PLACE OF PERFORMANCE

The work performed under this Contract shall be accomplished at the Contractor’s facility or other Contractor-approved location unless directed otherwise in writing by the Contracting

Officer.

F.6 CLAUSES INCORPORTED BY REFERENCE

52.242-15 Stop-Work Order Aug 1989

52.242-17 Government Delay of Work Nov 2021

52.247-34 F.O.B. Destination Nov 1991

(End of Section F)

SECTION G - Contract Administration Data

G.1 CONTRACT ADMINISTRATION DATA

The Contractor shall provide sufficient management to ensure that this contract is performed efficiently, accurately, on time, and in compliance with the requirements of this document.

Specifically, the Contractor shall designate a single program manager to oversee this contract and supervise staff assigned to this contract.

G.2 CONTRACTING OFFICER’S AUTHORITY

The Contracting Officer is the only person authorized to make or approve any changes in any of the requirements of this contract, and, notwithstanding any provisions contained elsewhere in this contract, the said authority remains solely with the Contracting Officer. In the event the

Contractor makes any changes at the direction of any person other than the Contracting Officer, the change will be considered to have been made without authority and no adjustment will be made in the contract terms and conditions, including price.

G.3 PAYMENT

For each FFP CLIN, the payment of the prices delineated in Section B.2 to be made after COR acceptance in writing of the applicable completed tasks and/or deliverables and receipt of a proper invoice. Proportional payments may be made based on an established Milestone Payment

Schedule for work performed and accepted.

G.4 TRAVEL AND PER DIEM

Travel is not anticipated but the Contractor may be required to travel during the performance of this task order to attend meetings, workshops, conferences, training, etc. All travel requires

Government approval/authorization and notification to the COR. If the Contractor is required to travel a modification will be done to the task order to provide funding for travel.

If the contract is modified to allow for travel, the Contractor shall invoice in accordance with

FAR 31.205-46, Travel Costs, and Federal Travel Regulations, and must submit documentation of all travel costs.

Travel requirements under this contract shall be met using the most economical form of transportation available. All travel shall be scheduled sufficiently in advance to take advantage of offered discount rates, unless authorized by the CO.

The following web site provides information on current Per Diem rates:

https://www.gsa.gov/travel/plan-book/per-diem-rates

G.5 INVOICES

https://www.gsa.gov/travel/plan-book/per-diem-rates

ELECTRONIC SUBMISSION OF PAYMENT REQUESTS

(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) The Department of Transportation utilizes the Delphi eInvoicing web-portal for processing invoices. For vendors submitting invoices, and certain grantees submitting payment requests, they will be required to submit invoices via Delphi eInvoicing which is accessed and authenticated via www.login.gov

(d) In order to receive payment and in accordance with the Prompt Payment Act, all invoices submitted as attachments in the Delphi eInvoicing web-portal 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.

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.

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 Delphi eInvoicing web-portal will be required to have their own unique user Delphi eInvoicing ID and password and be credentialed through login.gov.

(1) Electronic authentication. See www.login.gov for instructions. Click on the following link for instructions on establishing a login.gov account:

https://login.gov/help/creating-an-account/how- to-create-an-account/

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

(3) Agency POC’s will be responsible for communicating with vendor POC’s to initiate the Delphi eInvoicing account creation process. Vendor POC’s who require access to the eInvoicing web-portal for invoice submission and payment tracking purposes will be required to provide their full name, email address, and current phone number to the agency POC to initiate the Delphi eInvoicing web-portal account. Vendor users and the agency POC will be notified via e- mail when the account is created. The vendor user will be provided detailed instructions for logging into their Delphi eInvoicing account.

If the Vendor has any general questions or issues accessing the iSupplier web-portal, please have them contact the ESC iSupplier helpdesk either at:

• https://einvoice.esc.gov/

• Call Delphi Help Desk at 1-866-641-3500, option #4, then option

#3

(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 for contacting the Delphi Help

Desk when their firm’s points of contacts will no longer be submitting invoices so they can be removed from the system. Instructions for contacting the Delphi Help Desk can be found at http://einvoice.esc.gov.

• To add new points of contacts, Vendors are to submit the name(s), email address(es) and phone number(s) to delphi_systems_access_request@dot.gov

Account Management

If a user ID becomes inactive/times out due no activity by the POC, the Vendor shall contact

HCFA-10@dot.gov with the full name, title, phone number, e-mail address, and user ID of the

POC to be reactivated. To prevent being timed out due to no-activity, users should login once within 45 days of their last login.

Waivers

The Department of Transportation Financial Management officials may, on a case-by-case basis, waive the requirement to register and use the DELPHI eInvoicing System. Waiver request forms can be obtained on the DELPHI eInvoicing website (http://www.dot.gov/cfo/delphi-einvoicing-system.html) or by contacting the COR. All Vendors must explain why they are unable to use or access the Internet to register and enter payment requests.

All waiver requests shall be sent via mail to:

Director of the Office of Financial Management US Department of Transportation, B-30

Office of Financial Management, Room W93-431

1200 New Jersey Avenue SE

Washington DC 20590-0001 or electronically to: DOTeInvoicing@dot.gov

The Director of the DOT Office of Financial Management will confirm or deny the request within approximately 30 days.

If a Vendor is granted a Waiver, Requests for Advance or Reimbursement and required supporting documents, shall be sent via regular U.S. Postal Service to the following address:

Federal Highway Administration Invoice Processing

P.O. Box 268865

Oklahoma City, OK 73126-8865

Attention: HCFA-21

Invoices submitted via an overnight service must use the following physical address:

MMAC

mailto:delphi_systems_access_request@dot.gov mailto:HCFA-10@dot.gov http://www.dot.gov/cfo/delphi-einvoicing-mailto:DOTeInvoicing@dot.gov

FHWA/AMZ-150

6500 MacArthur Blvd. Oklahoma City, OK 73169

Attention: (Accounting Technician)

Express Delivery Point of Contact: Lead Account Technician, 405-954-8252

All invoices, regardless of submission method, must identify the Contract Specialist as the invoicing point of contact.

Final Invoices

For firm-fixed-price (FFP) contracts where supplies are delivered or services are performed, the final invoice is not subject to further contract settlement actions between the Government and the

Contractor.

G.6 TECHNICAL DIRECTION

Performance of the work under this contract is subject to the Technical Direction of the

Contracting Officer’s Representative (COR).

The term “Technical Direction” is defined to include, without limitation, the following:

(a) Direction to the Contractor which redirects the efforts, shifts work emphasis between work areas, requires pursuit of certain lines of inquiry, fills in details or otherwise serves to accomplish the Statement of Work;

(b) Provision of information to the Contractor that assists in the interpretation of drawings, specifications or technical portions of the work description; and,

(c) Review and approval/rejection of technical reports, drawings, specifications and technical information to be delivered by the Contractor.

All Technical Direction must be within the general scope of work stated in the contract. The

COR do not have the authority to and may not issue any Technical Direction that:

(a) constitutes an assignment of additional work outside the general scope of the base contract;

(b) constitutes a change as defined in the base contract clause entitled “Changes”;

(c) in any manner causes an increase or decrease in prices set forth in Section B; or

(d) changes any of the expressed terms, conditions or specifications of the contract.

All Technical Direction must be issued in writing or shall be confirmed in writing by the COR or within 3 working days after issuance. The Contractor shall proceed promptly with the performance of duly issued Technical Directions. However, if in the opinion of the Contractor, the direction issued by the COR is within one of the prescribed categories in (a) through (d) above, the Contractor shall not proceed, but shall notify the Contracting Officer in writing, within 3 working days after receipt of any such direction. The Contracting Officer will determine if the Technical Direction is proper, or if a contract modification would be required to properly implement the direction. Failure of the parties to agree upon the nature of the direction or upon the contract action to be taken with respect thereto shall be subject to the clause included in

Section I entitled “Disputes.”

G.7 CONTRACTING OFFICER’S REPRESENTATIVE (COR)

(a) The Contracting Officer is the only individual authorized to enter into or terminate this contract, modify any term or condition of this contract, waive any requirement of this contract, or accept nonconforming work delivered under this contract.

(b) The Contracting Officer has designated TBD as the Contracting Officer’s Representative for this award. The COR’s responsibilities shall include technical monitoring of the Contractor’s performance on the overall contract award and inspecting and accepting deliveries under the contract. The COR shall be appointed in writing, at which time ALL of the responsibilities of the

COR shall be detailed, and a copy of the appointment memorandum shall be furnished to the

Contractor. Any changes to the COR delegation shall be made in writing through modification to this contract and changes to the existing memorandum or by issuance of a new appointment memorandum. Copies of any changes shall be provided to the Contractor.

(c) The COR is not authorized to perform, formally or informally, any of the following actions:

(1) Promise, award, agree to award, or execute any contract, contract modification, or notice of intent that changes or may change this contract;

(2) Waive or agree to any modification of the delivery schedule;

(3) Make any final decision on any contract matter subject to the Disputes Clause;

(4) Terminate, for any reason, the Contractor’s right to proceed, or issue any order causing the Contractor to stop work; or

(5) Obligate in any way, the payment of money by the Government.

(d) The Contractor shall comply with the written or oral direction of the Contracting Officer or authorized representative(s) acting within the scope and authority of the appointment memorandum. The Contractor need not proceed with direction that it considers having been issued without proper authority. The Contractor shall notify the Contracting Officer in writing, with as much detail as possible, when the COR, if applicable, has taken an action or has issued direction (written or oral) that the Contractor considers exceeding the COR appointment, within

3 days of the occurrence. Unless otherwise provided in this contract, the Contractor assumes all costs, risks, liabilities, and consequences of performing any work it is directed to perform that falls within any of the categories defined in paragraph (c) prior to receipt of the Contracting

Officer’s response issued under paragraph (e) of this clause.

(e) The Contracting Officer shall respond in writing within 30 days to any notice made under paragraph (d) of this clause. A failure of the parties to agree upon the nature of a direction, or upon the contract action to be taken with respect thereto, shall be subject to the provisions of the

Disputes clause of this contract.

(f) The Contractor shall provide copies of all correspondence to the Contracting Officer and the

COR.

(g) Any action(s) taken by the Contractor, in response to any direction given by any person acting on behalf of the Government or any Government official other than the Contracting

Officer or the COR acting within his or her appointment, shall be at the Contractor’s risk.

G.8 CONTRACTOR SUPERVISION

The Contractor shall provide total supervision of its staff. Government personnel are not authorized or permitted to supervise any Contractor personnel. The Contractor's Program

Manager (PM) for this contract shall communicate with the COR to determine the Government's work requirements as set forth in the SOW and shall assure that these requirements are fulfilled.

In the event the designed PM is incapacitated due to illness or injury or otherwise is to be removed by the Contractor during the contract performance, replacement of the incumbent PM shall be subject to the approval of the CO.

G.9 LIABILITY

The Government cannot indemnify the Contractor or its subcontractor(s) from liability as a result of the performance of work under this contract. Therefore, the Contractor is required to obtain adequate property, vehicle and liability insurance during the entire period of performance, as appropriate, in accordance with the clause at FAR 52.228-7, which is incorporated into this contract in Section I. Evidence of such insurance must be submitted to the Contracting Officer as a condition of award.

(End of Section G)

SECTION H - Special Contract Requirements

H.1 NON-PERSONAL SERVICES CONTRACT

This contract is a non-personal services contract as defined in the FAR at subpart 37.001. It is understood and agreed that the Contractor and/or Contractor’s employees and subcontractors:

(1) shall perform the services specified herein as independent Contractors, not as employees of the government;

(2) shall be responsible for their own management and administration of the work required and bear sole responsibility for complying with any and all technical, schedule, or financial requirements or constraints attendant to the performance of this contract;

(3) shall be free from supervision or control by any government employee with respect to the manner or method of performance of the services specified; but

(4) shall, pursuant to the government’s right and obligation to inspect, accept or reject the work, comply with such general direction of the Contracting Officer, or the duly authorized representative of the Contracting Officer, as is necessary to ensure accomplishment of the contract objectives.

H.2 PROCUREMENT AUTHORITY

The Federal Highway Administration, Office of Acquisition and Grants Management, is the only office and agency that is authorized to modify, suspend, or terminate performance under this contract. The CO is the only individual authorized to perform these functions.

H.3 REQUIREMENTS FOR IMPLEMENTING SECTION 508 STANDARDS

NOTE: The following applies to all FHWA contracts and assistance agreements containing

Information and Communication Technology (ICT) as a deliverable.

In addition to the work requirements specified in this Statement of Work, the Contractor shall ensure that all ICT deliverables meet the requirements of Section 508 of the Rehabilitation Act and the ICT Final Standards and Guidelines (508 Refresh) at 36 CFR Part 1194.

As defined in the 508 Refresh, at 36 CFR Part 1194, Appendix A, E103.4, ICT is “Information technology and other equipment, systems, technologies, or processes, for which the principal function is the creation, manipulation, storage, display, receipt, or transmission of electronic data and information, as well as any associated content. Examples of ICT include but are not limited to: computers and peripheral equipment; information kiosks and transaction machines;

telecommunications equipment; customer premises equipment; multifunction office machines;

software; applications; Web sites; videos; and, electronic documents.”

Section 508 requires that all electronic products prepared for the Federal Government be accessible to persons with disabilities, including those with vision, hearing, cognitive, and mobility impairments.

Applicable Standards:

• Appendix A to Part 1194 – Section 508 of the Rehabilitation Act: Application and

Scoping Requirements

• Appendix B to Part 1194 – Section 255 of the Communications Act: Application and Scoping Requirements

• Appendix C to Part 1194 – Functional Performance Criteria and Technical

Requirements

Section 508 Refresh standards are available at https://www.access-board.gov/guidelines-and-standards/communications-and-it/about-the-ict-refresh.

The Contractor shall adhere to the terms and requirements in FHWA Form 4260 Section 508

Information and Communication Technology (ICT) Conformance Criteria for Section 508 conformance. The Conformance Criteria document does not need to be completed when submitting a deliverable.

H.4 POST-AWARD EVALUATION OF CONTRACTOR PERFORMANCE

(a) Annual interim and final evaluations of Contractor performance will be prepared on this contract in accordance with FAR 42.1102 and TAM 1242.1502. The final performance evaluations will be prepared at the time of completion of work.

(b) The Contractor can elect to review the evaluation and submit additional information or a rebuttal statement. The Contractor will be permitted 60 calendar days to respond. Contractor response is voluntary. If the Contractor does not respond within 60 days, the Government will presume that the Contractor has no comment. Any disagreement between the parties regarding an evaluation will be referred to an individual at a level above the CO, whose decision is final.

(c) Copies of the evaluations, Contractor responses, and review comments, if any, will be retained as part of the contract file, and may be used to support future award decisions.

The Federal Highway Administration utilizes the Contractor Performance Assessment Reporting

System (CPARS) to record and maintain past performance information. CPARS is used to document Contractor performance information that is required by Federal Regulations.

CPARS reference material can be accessed at http://www.cpars.gov/.

The registration process requires the Contractor to identify an individual that will serve as a primary contact. This individual will be authorized access to the evaluation for review and comment. In addition, the Contractor is encouraged to identify a secondary contact in the event the primary contact is unavailable to process the evaluation within the required 60-day time period.

After the FHWA Contract Specialist registers the contract in CPARS, the Contractor will receive a system generated e-mail notifying him/her that the contract is registered. A system generated e-mail will also provide the Contractor with a User ID if the person does not already have a CPARS

User ID.

Once a performance evaluation has been prepared and is ready for comment, the Contractor https://www.access-board.gov/guidelines-and-standards/communications-and-it/about-the-ict-refresh/final-rule/text-of-the-standards-and-guidelines#appendix-a https://www.access-board.gov/guidelines-and-standards/communications-and-it/about-the-ict-refresh/final-rule/text-of-the-standards-and-guidelines#appendix-a https://www.access-board.gov/guidelines-and-standards/communications-and-it/about-the-ict-refresh/final-rule/text-of-the-standards-and-guidelines#appendix-b https://www.access-board.gov/guidelines-and-standards/communications-and-it/about-the-ict-refresh/final-rule/text-of-the-standards-and-guidelines#appendix-b https://www.access-board.gov/guidelines-and-standards/communications-and-it/about-the-ict-refresh/final-rule/text-of-the-standards-and-guidelines#appendix-c https://www.access-board.gov/guidelines-and-standards/communications-and-it/about-the-ict-refresh/final-rule/text-of-the-standards-and-guidelines#appendix-c https://www.access-board.gov/guidelines-and-standards/communications-and-it/about-the-ict-refresh https://www.access-board.gov/guidelines-and-standards/communications-and-it/about-the-ict-refresh https://www.fhwa.dot.gov/508/docs/form4260.pdf https://www.fhwa.dot.gov/508/docs/form4260.pdf http://www.cpars.gov/ representative will receive a system generated e-mail notification that the performance evaluation is electronically available for review and comment. The Contractor representative will receive an automated e-mail whenever an assessment is completed and can subsequently retrieve the completed assessment from CPARS.

Contractors may access evaluations at http://www.cpars.gov/ for review and comment in CPARS.

H.5 GOVERNMENT FURNISHED OR CONTRACTOR ACQUIRED PROPERTY

Equipment provided by the Government or acquired by the Contractor for the performance of work under this contract shall be maintained and accounted for in accordance with the provisions of FAR Part 45. At the conclusion of the contract, all equipment provided by the Government to the Contractor shall be returned to the Government in the same condition as when provided to the contractor, less normal wear and tear. The Contractor is responsible for transporting all equipment to FHWA, F.O.B Destination, at the conclusion of the contract.

H.6 DISSEMINATION OF CONTRACT INFORMATION

The Contractor shall not publish, permit to be published, or distribute information, oral or written, concerning the results or conclusions made pursuant to the performance of this contract, without the prior written consent of the Contracting Officer. The COR and the CO shall be afforded the opportunity to review all Contractor communications and/or correspondence with the media regarding this effort at least 72 hours prior to public release. An electronic copy of any material proposed to be published or distributed shall be submitted to the Contracting Officer, and the COR.

Note to Offerors: Offerors or subcontractors that are educational institutions will be subject to the TAR clause 1252.242-70 Dissemination of Information – Educational Institutions (OCT

1994) in lieu of H.136. Any resulting contract to an educational institution will reflect deletion of

H.6 and insertion of 1252.242-70.

H.7 ACKNOWLEDGEMENT OF SUPPORT AND DISCLAIMER

An acknowledgment of FHWA support and a disclaimer must appear in any publication of any material, whether copyrighted or not, based on or developed under this order in the following terms:

“This material is based upon work supported by the Federal Highway Administration under contract number [filled in at award].”

Additionally, all materials must contain the following statement:

“Any opinions, findings and conclusions or recommendations expressed in this publication are those of the author(s) and do not necessarily reflect the views of the Federal Highway

Administration.”

http://www.cpars.gov/

H.8 SOURCE CODE FOR SOFTWARE

Notwithstanding any other clause in this contract, the FHWA will have “unlimited rights,” as that term is defined and set forth in FAR 52.227-1427.401, in the software and source code first produced delivered under this contract. As a result, the FHWA may modify and distribute the software and source code to the public without restriction.

H.9 CONTRACTOR LIABILITY

The Contractor shall protect, defend, indemnify, save, and hold harmless the United States

Government and its employees or agents, from and against any and all claims, demands, expenses, causes of action, judgments and liability arising out of, or in connection with, any negligent acts or omissions of the Contractor, its agents, subcontractors, employees, assignees, or anyone for whom the Contractor may be responsible. The Contractor shall also be liable for any and all costs, expenses and attorney’s fees incurred as a result of any such claim, demand, cause of action, judgment or liability, including those costs, expenses, and attorney’s fees incurred by the United States Government and its employees or agents. The Contractor’s liability shall not be limited by any provision or limits of insurance set forth in the resulting contract.

(End of Section H)

SECTION I - Contract Clauses

I.1 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/these address(es):

https://www.acquisition.gov/far/

52.202-1 Definitions (Jun 2020)

52.203-3 Gratuities (Apr 1984)

52.203-5 Covenant Against Contingent Fees (May 2014)

52.203-6 Restrictions on Subcontractor Sales to the Government (Jun 2020)

52.203-7 Anti-Kickback Procedures (Jun 2020)

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

(May 2014)

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

52.203-12 Limitation on Payments to Influence Certain Federal Transactions (Jun 2020)

52.203-17 Contractor Employee Whistleblower Rights (Nov 2023)

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or

Statements (Jan 2017)

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards (Sept

2025)

52.204-13 System for Award Management - Maintenance (Sept 2025)

52.204-19 Incorporation by Reference of Representations and Certifications (Dec 2014)

52.209-6 Protecting the Government's Interest When Subcontracting with Contractors

Debarred, Suspended, Or Proposed for Debarment. (Jan 2025)

52.209-10 Prohibition on Contracting with Inverted Domestic Corporations (Sept 2025)

52.215-2 Audit and Records - Negotiation (Oct 2025)

52.215-8 Order of Precedence - Uniform Contract Format (Oct 2025)

52.215-14 Integrity of Unit Prices (Nov 2021)

52.215-17 Waiver of Facilities Capital Cost of Money (Oct 1997)

52.219-8 Utilization of Small Business Concerns (Oct 2025)

52.219-28 Post-Award Small Business Program Representation (Oct 2025)

52.222-3 Convict Labor (Sept 2025)

52.222-35 Equal Opportunity for Veterans (Sept 2025)

52.222-36 Equal Opportunity for Workers with Disabilities (Sept 2025)

52.222-37 Employment Reports on Veterans (Sept 2025)

52.222-40 Notification of Employee Rights Under the National Labor Relations Act

(Sept 2025)

52.222-50 Combating Trafficking in Persons (Sept 2025)

52.222-54 Employment Eligibility Verification (Jan 2025)

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

52.226-7 Drug-Free Workplace (May 2024)

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

2024) https://www.acquisition.gov/far/

52.227-1 Authorization and Consent (Jun 2020) Alternate I (April 1984)

52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement (Jun 2020)

52.227-3 Patent Indemnity (Apr 1984)

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)

52.229-3 Federal, State, and Local Taxes (Feb 2013)

52.232-2 Payment under Fixed-Price Research and Development Contracts (Apr 1984)

52.232-8 Discounts for Prompt Payment (Feb 2002)

52.232-11 Extras (Apr 1984)

52.232-17 Interest (May 2014)

52.232-23 Assignment of Claims (May 2014)

52.232-25 Prompt Payment (Jan 2017)

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)

52.233-1 Disputes (Sept 2025)

52.233-3 Protest After Award (Sept 2025)

52.233-4 Applicable Law for Breach of Contract Claim (Sept 2025)

52.237-2 Protection of Government Buildings, Equipment, and Vegetation (Apr 1984)

52.237-3 Continuity of Services (Jan 1991)

52.240-91 Security Prohibitions and Exclusions. (Sept 2025)

52.242-5 Payments to Small Business Subcontractors (Jan 2017)

52.242-13 Bankruptcy (Jul 1995)

52.243-1 Changes - Fixed-Price (Jul 2025) Alt V (Jul 2025)

52.244-6 Subcontracts for Commercial Products and Commercial Services (Oct 2025)

52.249-2 Termination for Convenience of the Government (Fixed-Price) (Apr 2012)

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

52.253-1 Computer Generated Forms (Oct 2025)

TRANSPORTATION ACQUISITION REGULATION (48 CFR 12) CLAUSES

1252.201-70 Contracting Officer’s Representative (Nov 2022)

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

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

1252.235-70 Research Misconduct (Nov 2022)

1252.242-72 Dissemination of Contract Information (Nov 2022)

I.2 CLAUSES INCORPORATED BY FULL TEXT

52.252-6 AUTHORIZED DEVIATIONS IN CLAUSES (NOV 2020)

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR

Chapter 1) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the date of the clause.

(b) The use in this solicitation or contract of any clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the name of the regulation.

TAR 1252.237-73 KEY PERSONNEL (Nov 2022)

(a) The personnel as specified below are considered essential to the work being performed under this contract and may, with the consent of the contracting parties, be changed from time to time during the course of the contract by adding or deleting personnel, as appropriate.

(b) Before removing, replacing, or diverting any of the specified individuals, the Contractor shall notify the contracting officer, in writing, before the change becomes effective.