RFP_18R00007_1-31.pdf

693JJ318R000007

SOLICITATION, OFFER AND AWARD

4. TYPE OF SOLICITATION2. CONTRACT NUMBER 3. SOLICITATION NUMBER

7. ISSUED BY CODE 8. ADDRESS OFFER TO (If other than Item 7)

ORDER UNDER DPAS (15 CFR 700)

6. REQUISITION/PURCHASE NUMBER

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

NEGOTIATED (RFP)

SEALED BID (IFB)

5. DATE ISSUED

1. THIS CONTRACT IS A RATED RATING PAGE OF PAGES

1 55

C. E-MAIL ADDRESS

EXT.NUMBERAREA CODE

B. TELEPHONE (NO COLLECT CALLS)A. NAME

10. FOR

INFORMATION

CALL:

CAUTION: LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

(Date)(Hour) local timeuntildepository located in copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if hand carried, in the

SOLICITATION

9. Sealed offers in original and

PART IV - REPRESENTATIONS AND INSTRUCTIONS

OTHER STATEMENTS OF OFFERORS

EVALUATION FACTORS FOR AWARD

INSTRS., CONDS., AND NOTICES TO OFFERORS

REPRESENTATIONS, CERTIFICATIONS AND

LIST OF ATTACHMENTS

CONTRACT CLAUSES

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

I

J

K

L

M SPECIAL CONTRACT REQUIREMENTS

CONTRACT ADMINISTRATION DATA

DELIVERIES OR PERFORMANCE

INSPECTION AND ACCEPTANCE

PACKAGING AND MARKING

DESCRIPTION/SPECS./WORK STATEMENT

SUPPLIES OR SERVICES AND PRICES/COSTS

SOLICITATION/CONTRACT FORM

PART II - CONTRACT CLAUSESPART I - THE SCHEDULE

H

G

F

E

D

C

B

A

SEC. DESCRIPTION PAGE(S) (X) DESCRIPTION SEC. (X)

11. TABLE OF CONTENTS

18. OFFER DATE17. SIGNATURE

SUCH ADDRESS IN SCHEDULE.

IS DIFFERENT FROM ABOVE - ENTER

15C. CHECK IF REMITTANCE ADDRESS

EXT.NUMBERAREA CODE

15B. TELEPHONE NUMBER

(Type or print)AND

ADDRESS

OF

OFFEROR

CODE FACILITY

16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER15A. NAME

DATEAMENDMENT NO.DATEAMENDMENT NO.

and related documents numbered and dated):

amendments to the SOLICITATION for offerors

(The offeror acknowledges receipt of

14. ACKNOWLEDGEMENT OF AMENDMENTS

CALENDAR DAYS (%)30 CALENDAR DAYS (%)20 CALENDAR DAYS (%)10 CALENDAR DAYS (%)

(See Section I, Clause No. 52.232.8)

13. DISCOUNT FOR PROMPT PAYMENT

designated point(s), within the time specified in the schedule.

by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the

12. In compliance with the above, the undersigned agrees, if this offer is accepted within ______________ calendar days (60 calendar days unless a different period is inserted

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

OFFER (Must be fully completed by offeror)

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

28. AWARD DATE

(Signature of Contracting Officer)

27. UNITED STATES OF AMERICA

25. PAYMENT WILL BE MADE BY

26. NAME OF CONTRACTING OFFICER (Type or print)

CODE 24. ADMINISTERED BY (If other than Item 7)

ITEM

(4 copies unless otherwise specified)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

41 U.S.C. 253 (c) ( 10 U.S.C. 2304 (c) (

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

21. ACCOUNTING AND APPROPRIATION20. AMOUNT19. ACCEPTED AS TO ITEMS NUMBERED

AWARD (To be completed by government)

CODE

X

HCFA

FEDERAL HIGHWAY ADMINISTRATION

OFFICE OF THE CHIEF FINANCIAL OFFICER

OFFICE OF ACQUISITION & GRANTS MGMT

1200 NEW JERSEY AVENUE, SE

WASHINGTON DC 20590

11:00am ES

Daniel Confer 202 Daniel.Confer@dot.gov

366-0730

X

X

X

X

X

X

X

X

X

X

X

X

X

PAGE(S)

Sarah Berman

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

STANDARD FORM 33 (Rev. 9-97)

Prescribed by GSA - FAR (48 CFR) 53.214(c)

HOIT180002PR

E62-204 Attn: Daniel Confer

See Section L.3

See Item 7

02/01/2018

03/05/2018

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

NAME OF OFFEROR OR CONTRACTOR

2 55

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

693JJ318R000007

(A) (B) (C) (D) (E) (F)

00001 Intelligent Transportation Systems (ITS)

Architecture Development, Evolution, and

Deployment Support

Total Potential Value $19,500,000

OPTIONAL FORM 336 (4-86)

Sponsored by GSA

FAR (48 CFR) 53.110

NSN 7540-01-152-8067

0.00

69JJ318R000007

SECTION B – SUPPLIES OR SERVICES/PRICES

B.1 ID/IQ MINIMUM AND MAXIMUM CONTRACT AMOUNTS

During the term of this Indefinite-Delivery-Indefinite-Delivery (IDIQ) contract, the Government shall place orders totaling a minimum of $50,000. The maximum amount of all task orders issued against all contracts awarded as a result of this acquisition shall not exceed a ceiling of $19,500,000.

The task orders placed under the contract will be Firm-Fixed Price (FFP), Time-and-Materials (T&M), or a hybrid of the two types based on a determination by the Contracting Officer (CO) at the task order level.

B.2 SCHEDULE OF RATES

Labor skill sets and rate ceilings governing this contract shall conform to the descriptions found in J.1 and shall be listed in the Microsoft Excel format found at J.2 and apply for each of the described categories for each of the contract years. The unit of issue (rates) is the fully burdened fixed price hourly rate. Please see 52.216-29(c)(2).

The maximum amount of the contract listed in Section B.1 includes travel and materials.

Inclusion of indirect burden amounts or fee on material costs, including travel expenses, is not allowable.

SECTION C - DESCRIPTION/SPECIFICATIONS

C.1 BACKGROUND

Initiated in 1996, the National ITS Architecture established a common framework for planning, defining and integrating ITS. In 2017 the ITS Joint Program Office (JPO) introduced the Architecture Reference for Cooperative and Intelligent Transportation (ARC-IT—now the primary ITS reference architecture). This revision combines the original ITS reference architecture with an architecture developed to address the emerging digital transportation world that incorporates a wider range of communications and provides an essential platform for connected automated transportation. The ITS reference architecture provides a common framework for planning, defining, and integrating ITS; including the ability to go beyond connectivity and support cooperative, authenticatable exchanges, key elements in establishing a trusted transportation Internet of Things (IoT). In doing so, this new ITS reference architecture provides optional physical reference viewpoints that align with stakeholder needs and concerns as they plan and design their ITS systems. It further allows deployers to minimize system redundancies and maximize the use of data that can be collected once and used extensively within the transportation environment. The ITS reference architecture additionally describes the institutional requirements associated with each application. These viewpoints allow public sector organizations to identify their critical roles, and assists private sector organizations in identifying opportunities for participation in these roles as well as opportunities to incorporate new innovations.

At the foundational layer of the ITS reference architecture, ITS standards that facilitate interoperable and open ITS deployments are embedded. With this information, the ITS reference architecture also plays a critical role in identifying gaps, overlaps, and inconsistencies between ITS standards.

In order to continuously support the deployment of integrated and interoperable ITS deployments, the ITS reference architecture must evolve continuously and consistently to reflect national and international best practices, emerging technologies (e.g., connected/autonomous vehicles), the latest communications media (e.g., 2-4G, Wi-Fi, DSRC, LTE, the emerging 5G and millimeter wave, etc.) and the state-of-the-practice with respect to cyber security.

C.2 OBJECTIVE

The objective of this contract is to provide subject matter expertise, skills and capabilities, and contextual experience to assist in delivering the ITS Architecture Program, including supporting:

(1) The evolution of the ITS reference architecture as it expands into automated vehicles and infrastructure;

(2) The evolution of the toolsets: the Regional Architecture Development for Intelligent

Transportation (RAD-IT) Tool and the Systems Engineering Tool for Intelligent Transportation (SET-IT);

(3) Statewide and regional ITS deployment; which encourages Statewide, regional, and jurisdictional interoperability and preparation for automation; through workshops, training, and other types of technical assistance;

(4) The integration of municipal architectures (e.g., utilities, health care, economy, social services, education, etc.) in support of the Smart City and Smart Corridor concepts as well as United States (US) border architectures (e.g., systems across borders with Canada and Mexico and with points of entry such as ports or landside airport operations); and

(5) Legacy maintenance of the National ITS Architecture and toolsets.

C.3 DELINEATION OF CONTRACTOR TASKS

Specific work to be performed will be set forth under individual task orders. Task orders under this IDIQ contract will be determined and issued on an as needed basis by the FHWA and will generally consist of work in the areas outlined below. When ordered, the Contractor shall provide the necessary personnel, material, equipment, services and facilities to perform the requirements.

The following descriptions define the broad work areas anticipated.

C.3.1 ITS Reference Architecture Evolution (Maintenance and Support)—Task Area A

The Contractor shall provide technical and programmatic support to maintain and evolve the ITS reference architecture. This includes addressing changes and evolutions as well as managing continuity of the ITS reference architecture and maintaining backward compatibility to the National ITS Architecture.

The Contractor shall assist United States Department of Transportation (USDOT) policymakers in defining policy consistent with the ITS reference architecture and in compliance with applicable surface transportation legislation [currently “Fixing Americas Transportation (Fast) Act”] and applicable regulations including but not limited to 23CFR part 940 (“The Architecture Final Rule”). The Contractor shall ensure that the ITS reference architecture reflects any new federal policies that may be put into effect.

The Contractor shall maintain and upgrade the Regional Architecture Development for Intelligent Transportation (RAD-IT) and Systems Engineering Tool for Intelligent Transportation (SET-IT) software tools and ensure that both software tools conform to and remain consistent with the latest version of the ITS reference architecture.

The Contractor shall support the mapping of ITS standards to the ITS reference architecture and appropriately support elements of the ITS Standards program to assure that this linkage remains consistent and robust. The Contractor shall support activities associated with identification of standards and standards gaps across the connected vehicle, infrastructure and any automation-specific portions of the ITS reference architecture.

The Contractor shall participate in international ITS standards and ITS architecture alignment activities as appropriate, in particular, those activities focused on North American border integration. The Contractor shall also provide architecture support to other USDOT programs and non-USDOT projects with shared interests. In both instances, the Contractor shall document how these may impact the maintenance and evolution of the ITS reference architecture.

C.3.2 Deployment Support—Task Area B

The Contractor shall provide technical support to ITS deployments that promote North American interoperability of ITS, and provide ITS deployment support in the transportation planning process at the state, region, and Metropolitan Planning Organization (MPO) levels, and on occasion, local levels. This support includes performing regional and project architecture technical reviews, including those that may be conducted on-site.

The Contractor shall provide technical support in the maintenance and use of statewide and regional ITS architectures, and training support in the architecture and systems engineering process to users at the state and local level. Additionally, the Contractor shall participate in outreach and training efforts to explain and promote the use of ITS reference architecture with FHWA Resource Centers and division offices, Federal Transit Administration (FTA) Regional offices, and other modal offices; and assist efforts to facilitate the use of the ITS reference architecture among state and local planners, implementers, integrators, manufacturers, and other stakeholders. The Contractor shall conduct architecture and systems engineering workshops and systems engineering process improvement reviews at sites around the country.

The Contractor shall develop white papers and other documents and/or conduct briefings to address systems engineering and its relationship to the transportation planning process; facilitate workshops, charrettes, meetings, and other forums that advance architecture use and maintenance and systems engineering mainstreaming; develop, maintain, and support case studies and other educational materials related to ITS architectures and the application of the ITS reference architecture suitable for use in a university environment to provide professional capacity building on ITS architectural concepts in general and the ITS reference architecture specifically.

C.3.3 Border, International and Municipal Architecture Integration and Support—Task Area C

The Contractor shall provide technical support to ITS architecture activities along the United States-Canada border and, to the extent possible, future ITS architecture activities along the United States-Mexico border. This includes supporting updates and maintenance of the Border Information Flow Architecture with Canada, and further integration of these elements into the ITS reference architecture. This task area may be expanded to include other surface transportation and air entry points, including ports. In addition to support activity associated with cross-border architectures, the Contractor shall support cooperation with Canada and Mexico on evolving interoperable architectures across Canada, Mexico and the US.

The Contractor shall provide technical support to ITS architecture activities that involve the integration of municipal architectures (e.g., utilities, health care, economy, social services, education, etc.).

The Contractor shall support international workshops, provide technical assistance, and perform technical reviews.

C.3.4 Legacy ITS Architecture Maintenance & Support—Task Area D

The Contractor shall maintain the legacy ITS architecture and supporting tools since several USDOT initiatives (e.g., Connected Vehicle (CV) Pilots or Advanced Transportation and Congestion Management Technologies Deployment (ATCMTD) grants) were developed using the legacy resources. Continuity and backward compatibility of the National ITS Architecture and any other previous architectures and Turbo Architecture and other previous tools are a USDOT priority as is maintenance of these resources. This includes providing technical support as needed to users of the legacy architecture software tool, Turbo Architecture. The Contractor shall maintain the National ITS Architecture website and database.

C.4 MONTHLY PROGRESS REPORT

The Contractor shall submit a monthly progress report by the 15th of the month following the reporting period. The report shall provide at a minimum:

a) Clear and complete account of the work performed under each task order during the reporting period.

b) An outline of the work to be accomplished during the next reporting period.

c) A description of any problem encountered or anticipated that will affect the completion of any individual Task Order within the time and fiscal constraints as set forth in the Task Orders, together with recommended solutions to such problems; or, a statement that no problems were encountered.

d) A tabulation of the planned, actual and cumulative person-hours expended by the personnel identified in each task order (applies to Time & Material task orders only).

e) A chart showing current and cumulative expenditures versus planned expenditures for each task order (applies to Time & Material task orders only).

C.5 ANNUAL PROGRESS REPORT

The Contractor shall furnish 1 electronic copy (in Microsoft Word 2016 or equivalent) of a letter-type annual report to the Contracting Officer (CO) and to the Contracting Officer’s Representative (COR) on or before 30 calendar days before the end of each contract year. The annual report shall contain the following:

(a) A brief narrative commenting on performance during the reporting period for each of the following areas:

(1) Quality of Product/Service

(2) Schedule

(3) Cost Control

(4) Business Relations

(5) Management of Key Personnel

(6) Utilization of Small Businesses

(7) Other

The annual report will be used by the COR as part of the annual performance review.

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.

The Contractor shall clearly mark each shipment with the company name, the contract number, task order number (if applicable), and as appropriate the item identification, quantity of items, and notice of partial or final delivery.

SECTION E – INSPECTION AND ACCEPTANCE

E.1 ACCEPTANCE

All work hereunder shall be subject to review by the Government. The COR as specified in each notification letter at the contract and task order level, is responsible for inspection and acceptance of all incoming shipments, documents, and services.

52.246-4 Inspection of Services - Fixed-Price. (AUG 1996)

52.246-6 Inspection - Time-and-Material and Labor-Hour. (MAY 2001)

SECTION F – DELIVERIES OR PERFORMANCE

F.1 PERIOD OF PERFORMANCE

The period of performance under this contract is five-years, beginning on the effective date of the contract. In no event shall the total contract performance period exceed five-years without written authorization from the CO.

F.2 PLACE OF DELIVERY

The Contractor shall submit interim and final deliverables to the COR. The Contractor shall include the contract number (and task order number if appropriate) in the email for each deliverable. The Government may request the Contractor to include specified keywords in the subject line of emails containing deliverables. Additionally, the Government may request the Contractor to submit deliverables to an electronic repository as specified by the COR.

F.3 PLACE OF PERFORMANCE

The location of work performed under this contract will be specified in each task order, but shall typically be performed at the Contractor’s facility.

F.4 DELIVERABLE/DELIVERY SUMMARY

For task orders issued under this contract, specific deliverables and due dates will be specified in the task order documents. Below is a guide for the anticipated contract level deliverables.

Deliverable Frequency Number of Copies Medium/Format

Submit To

Progress Reports Section C.4

Monthly, submitted by the 15th of the month following the reporting reported.

One electronic copy

Electronic copy in either MS Word or Adobe Acrobat formats.

COR and

CS

Annual Reports Section C.5

Annually, on or before January 31 of each calendar year.

One electronic copy

Electronic copy in either MS Word or Adobe Acrobat formats.

COR and

CO

F.5 TASK ORDER DELIVERABLES

Task orders will identify specific deliverables and performance standards required in the performance of each order.

F.6 CLAUSES INCORPORATED BY REFERENCE

52.242-15 Stop-Work Order. (AUG 1989)

52.242-17 Government Delay of Work. (APR 1984)

52.247-34 F.O.B. Destination. (NOV 1991)

SECTION G – CONTRACT ADMINISTRATION DATA

G.1 PAYMENT

For each FFP task order, the Government shall pay the Contractor for the prices delineated in each task order. Payment shall be made upon review and written acceptance of the FFP deliverable(s) by the Government.

For each T&M task order, the Contractor may request payment no more than monthly, for work performed during the preceding reporting period. The Contractor shall provide sufficient detail, including fully burdened labor rates and hours worked, to support the invoice.

The Contractor shall not accrue costs in excess of the amount funded under a T&M task order.

Any work performed in excess of the amount funded is at the Contractor’s own risk.

Note: For each T&M task order, allowable materials costs, including travel expenses shall be reimbursed at cost. Inclusion of indirect burden amounts or fee on material costs, including travel expenses, is not allowable.

G.2 NOTIFICATION OF EXPENDITURE OF FUNDS (applies to T&M orders only)

The Contractor shall notify the Contract Specialist (CS) and COR in writing, within 5 calendar days, when costs incurred exceed 75% of the obligated funds on a T&M line item or task order.

G.3 TRAVEL AND PER DIEM

Travel (other than local) may be expected to occur throughout the duration of the contract and must have the advance written approval of the COR.

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:

http://www.gsa.gov/portal/category/100120 https://aoprals.state.gov/web920/per_diem.asp

G.4 SUBCONTRACTS – ADVANCE NOTIFICATION AND CONSENT

Under this contract, the requirement of FAR 44.2, Consent to Subcontracts, has been fulfilled for the following subcontracts:

(a) [APPROVED SUBCONTRACTOR NAME – to be completed by CO at award]

Any future change or revision to the Statement of Work or other applicable aspects of this contract shall include the subcontract(s) only to the extent that performance of the subcontract(s) is directly affected by the change or revision.

G.5 INVOICES

Invoices shall not be sent prior to acceptance of the deliverable or the services being billed.

All invoices and required supporting documents shall be sent via e-mail to the following e-mail address:

9-AMC-AMZ-FHWA-Invoices@faa.gov, and other recipient(s) (if applicable) as directed by the

COR.

(a) Include the invoice as an attached PDF document

(b) Include in the e-mail subject line the following:

(1) Invoice No.

(2) Contract Number

(3) Name of your Company/Organization

(4) Attention: Contract Specialist

Example: Invoice No. 35 – 69JJ318R000007 – Contractor Name – Attention: Contract Specialist

If the invoice and supporting documents exceed 8 MB as an e-mail attachment, the Contractor must select one of the other submission options presented below:

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

MMAC

FHWA/AMZ-150

6500 S. MacArthur Blvd Oklahoma City, OK 73169 Attention: CS Express Delivery Point of Contact: Accounting Technician

Invoices may be submitted via regular U.S. Postal Service to the following address:

Federal Highway Administration Markview Processing P.O. Box 268865 Oklahoma City OK 73126-8865 Attention: Accounting Technician

An invoice submitted to an address other than those identified will be returned to the vendor as non-conforming.

An electronic copy of the invoice shall be sent by email to the CS and the COR.

G.6 TECHNICAL DIRECTION

Performance of the work under this contract is subject to the Technical Direction of the COR. The Contracting Officer may also appoint a Task Order Contracting Officer’s Representative (TOCOR) to provide Technical Direction related to specific task orders under this IDIQ contract.

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 and task order. The COR and TOCOR 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 TOCOR (as applicable) 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 or TOCOR is within one of the prescribed categories in (i) through (vi) 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 AND TASK ORDER 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 _______________ as the Contracting Officer’s Representative (COR) 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 will 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, either by changes to the existing memorandum, or by issuance of a new appointment memorandum. Copies of any changes shall be provided to the Contractor.

As needed, the Contracting Officer may appoint a TOCOR. The TOCOR’s responsibilities shall include technical monitoring of the Contractor’s performance as well as inspecting and accepting deliveries under specified task order(s). Any changes to the TOCOR delegation will be made in writing, either by changes to the existing memorandum or by issuance of a new appointment memorandum. Notification of any changes will be provided to the Contractor and COR.

(c) The COR and, if designated, the TOCOR are 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 to have been issued without proper authority. The Contractor shall notify the Contracting Officer in writing, with as much detail as possible, when the COR or TOCOR, if applicable, has taken an action or has issued direction (written or oral) that the Contractor considers to exceed the COR or TOCOR’s 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 and TOCOR, if applicable.

(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 for this contract is [See Section I, 1252.237-73], who shall communicate with the COR to determine the Government's work requirements as set forth in the task orders and shall assure that these requirements are fulfilled. In the event the designated is incapacitated due to illness or injury or otherwise is to be removed by the Contractor during the contract performance, replacement of the incumbent shall be subject to the approval of the CO.

G.9 AGENCY TASK ORDER OMBUDSMAN

The CO’s selection decision on each task order request shall be final and is not subject to protest, except for a protest that the task order increases the scope, period, or maximum value of the contract. Accordingly, in accordance with FAR 16.505 (b) (5), an ombudsman has been appointed to hear and facilitate the resolution of Contractor’s concerns resulting from task order award. The existence of the ombudsman does not diminish the authority of the CO. Further, the ombudsman does not participate in the evaluation of the proposals or the adjudication of formal contract disputes. Therefore, before consulting with the ombudsman, interested parties must first address their concerns, issues, disagreements and/or recommendations to the CO for resolution.

If the CO cannot make resolution, interested parties may contact the FHWA ombudsman at the following address:

United States Department of Transportation Federal Highway Administration 1200 New Jersey Avenue, SE Washington, DC 20590 Location: E62-204 Attention: Ombudsman

G.10 TASK ORDER SELECTION CRITERIA

The FHWA anticipates that the following elements will be the standard criteria for awarding individual task orders: technical, price, past performance in relation to task order requirements.

Each task order will indicate any changes or additions to standard criteria. The order of importance for the factors will be identified in each individual task order proposal request.

Evaluation of past performance will be based on the past performance data at the time of award as supplemented by the Government and Contractor during the period of performance. As work proceeds under this contract, it is probable that the past performance rating from the Contractor’s award will be given less weight than current performance reports received on task orders performed under this contract.

G.11 TASK ORDER PROCEDURE

All funds expended under this contract shall be incurred and accounted for under individual Task Orders (TO). All TOs are subject to the terms and conditions of this contract.

The following ordering procedures apply to all task orders issued under this contract. Any supplies/services to be furnished under this contract will be ordered by issuance of written TOs. TOs shall be issued in accordance with FAR 52.216-18, 52.216-19, and 52.216-22 (See Section I). In addition:

(a) Only an authorized FHWA Contracting Officer can issue a task order for this contract.

(b) All task orders are subject to the terms and conditions of the contract. In the event of conflict between a task order and the contract, the contract will take precedence.

(c) All costs associated with preparation, presentation, and/or discussion of the Contractor’s task order proposal shall not be billable as direct contract expenses.

(d) The Contract Specialist or Contracting Officer will issue Task Order Proposal Requests (TOPRs) electronically to the IDIQ Contractor as requirements are identified. Each TOPR will indicate the objective or results required by the Government. This objective will be within the scope, period, and maximum value of the contract. Each TOPR will indicate the Task Order type, the due date for proposal submission, the estimated level of effort (if applicable), any Government estimates for equipment and/or travel, any special requirements, and selection criteria.

(e) Upon receipt of a TOPR, the Contractor shall prepare and submit a written task order proposal within the timeframe specified for submission. The Contractor shall submit one electronic copy of the task order proposal to the Contract Specialist or Contracting Officer . The task order proposal shall include, as a minimum, the following information:

(1) A discussion of the task order objective demonstrating the Contractor’s understanding of the required outcome.

(2) A concise work plan for achieving the task order objectives that clearly demonstrates the Contractors’ understanding of and planned approach to the problem.

(3) A performance schedule that provides the following information:

(i) Planned accomplishments/milestones

(ii) Anticipated problems or challenges

(iii) Planned solutions to anticipated problems or challenges

(4) Qualifications of the proposed staff, including any proposed subject matter expert consultants.

(5) A detailed price proposal, including:

(i) Proposed level of effort and labor categories

(ii) The corresponding labor rates

(iii) Other Direct Costs as applicable (materials, travel, shipping, copying, etc.)

(6) Task Order Conflicts of Interest: The Offerors shall provide a brief statement in each task order proposal that describes in a concise manner all past, present or planned organizational, contractual or other interest(s), which may affect the Offeror’s ability to perform the proposed task order in an impartial and objective manner. The Contracting Officer will review the statement and may require additional relevant information from the Offerors. In accordance with FAR Subpart 9.5, all such information, and any other relevant information known to DOT, will be used to determine whether an award to the Offerors may create an actual or potential conflict of interest. If any such conflict of interest is found to exist, the Contracting Officer may (a) disqualify the Offeror, or (b) determine that it is otherwise in the best interest of the United States to contract with the Offeror and include appropriate provisions to mitigate or avoid such conflict in the task order awarded.

(7) Proposals shall be delivered, on or before the due date, to the email address of the Contract Specialist or Contracting Officer specified on the TOPR.

(8) Task order proposals will be evaluated in accordance with the clause entitled, Task Order Selection Criteria.

(9) Upon acceptance of a task order proposal, the Contracting Officer shall execute a task order. This task order will contain, as a minimum, the following information:

(i) Name and signature of Contracting Officer

(ii) Task Order Number and Contract Number

(iii) Effective Date of Task Order

(iv) Task Order subject and description of Work (including deliverables/schedule)

(v) Period of Performance

(vi) Total Amount of Task Order

(vii) Accounting Data

(viii) Reporting Requirements/Deliverables

(ix) Work Plan (if applicable)

(x) Key Personnel (if applicable)

(10) No work will be performed and no payment will be made except as authorized by a properly executed TO.

Note: The type of task orders issued will vary based on the nature of the work requested and the Contracting Officer’s determination.

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.1 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.

H.2 NON-PERSONAL SERVICES CONTRACT

This contract is a non-personal services contract as defined in the FAR at subpart 37.101. 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 CO, or the duly authorized representative of the CO, as is necessary to ensure accomplishment of the contract objectives.

H.3 POST AWARD EVALUATION OF CONTRACTOR PERFORMANCE

Contractor Performance Evaluations

(a) Interim and final evaluations of Contractor performance will be prepared on this contract in accordance with FAR 42.1502 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.

Federal Highway Administration utilizes the Contractor Performance Assessment Reporting System (CPARS) to record and maintain past performance information. CPARS hosts a suite of web-enabled applications that are used to document Contractor performance information that is required by Federal Regulations.

The CPARS module assesses performance on contracts for Systems, Services, Information Technology, Operations Support, Architect-Engineer Services, and Construction. 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 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.4 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.5 PROTECTION OF INFORMATION

(a) It is anticipated that in performance of this contract, the Contractor through its employees may have access to, or be in receipt of, certain confidential and proprietary information of Government Contractors, and/or data relating to FHWA's plans, programs, technical requirements, budgetary matters, and such other information, the disclosure of which may give the Contractor a competitive advantage or be adverse to the interests of the Government. The Contractor shall not disclose such information acquired to anyone, other than the Government, including Contractor’s other employees, without the prior written consent of the Contracting Officer.

(b) To the extent that the work under this contract requires access to proprietary, business confidential, or financial data of other companies, and provided such data is marked “Proprietary and Confidential,” the Contractor shall protect such information from unauthorized use and disclosure and agrees not to use it to compete against such companies.

(c) For these purposes, “Proprietary and Confidential” information shall mean any information reasonably so designated that is not generally available to the public; but not information that becomes available on a non-confidential basis from another source, or was known to Contractor on a non-confidential basis prior to its disclosure to Contractor in the performance of this contract.

(d) The Contractor shall include the substance of this confidentiality agreement in all subcontracts and Consultant agreements for performance of work under this contract unless excused in writing by the Contracting Officer.

H.6 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 contract in the following terms:

“This material is based upon work supported by the Federal Highway Administration under contract number [To Be Determined].”

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.”

H.7 REQUIREMENTS FOR IMPLEMENTING SECTION 508 STANDARDS

The following applies to all FHWA Contracts issued on or after June 25, 2001, for Preparation of Technical reports or other documents that FHWA plans to post on a website.

In addition to the work requirements specified in this statement of work, vendors must ensure that all electronic documents that they prepare will meet the requirements of Section 508 of the Rehabilitation Act. The act 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. Vendors can view Section 508 of the Rehabilitation Act (http://www.access-board.gov/508.htm) and the Federal IT Accessibility Initiative (Home Page) (http://section508.gov/) for detailed information.

Applicable Standards:

The following standards have been determined to be applicable to this contract.

____X_ 1194.21 Software applications and operating systems.

____X_ 1194.22 Web-based intranet and Internet information and applications.

____X_ 1194.23 Telecommunications products.

____X_ 1194.24 Video and multimedia products.

____X_ 1194.25 Self-contained, closed products.

____X_ 1194.26 Desktop and portable computers.

The standards are available at http://www.access-board.gov/508.htm. The standards do not require the installation of specific accessibility-related software or the attachment of an assistive technology device, but merely require that the Electronic and Information Technology (EIT) be compatible with such software and devices so that it can be made accessible, if so required by the agency, in the future.

The following paragraphs summarize the requirements for preparing FHWA reports in conformance with Section 508 for eventual posting by FHWA to an FHWA-sponsored website.

If you have further questions, please contact the FHWA Contracting Officer’s Representative listed in this statement of work.

Electronic documents with images:

Provide a text equivalent for every non-text element in all publications prepared in electronic format. Use descriptions (such as, "alt" and "longdesc") for all non-text images or place them in element content. For all documents prepared, vendors must prepare one standard HTML format (as described in this statement of work) AND one text format that includes descriptions for all non-text images. “Text equivalent” means text sufficient to reasonably describe the image. For example, an image that is merely decorative requires only a very brief “text equivalent” description. However, if the image conveys information that is important to the content of the report, then text sufficient to reasonably describe that image and its purpose within the context of the report must be provided.

Electronic documents with complex charts or data tables:

When preparing tables that are heavily designed; provide adequate alternate information so that assistive technologies can read them out. Identify row and column headers for data tables. Provide the information in a non-linear form. Markup shall be used to associate data cells and header cells for data tables that have two or more logical levels of row or column headers.

Electronic documents with forms:

When electronic forms are designed to be completed on-line, the form shall allow people using assistive technology to access the information, field elements, and functionality required for completion and submission of the form, including all directions and cues.

SECTION I – CONTRACT CLAUSES

FAR FAC 2005-96 November 6, 2017

I.1 FEDERAL ACQUISITION REGULATION (FAR) CLAUSES

52.202-1 Definitions. (NOV 2013)

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. (SEP 2006)

52.203-7 Anti-Kickback Procedures. (MAY 2014)

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. (OCT 2010)

52.203-13 Contractor Code of Business Ethics and Conduct. (OCT 2015)

52.203-14 Display of Hotline Poster(s). (OCT 2015)

(a) Definition.

United States, as used in this clause, means the 50 States, the District of Columbia, and outlying areas.

(b) Display of fraud hotline poster(s). Except as provided in paragraph (c)-

(1) During contract performance in the United States, the Contractor shall prominently display in common work areas within business segments performing work under this contract and at contract work sites-

(i) Any agency fraud hotline poster or Department of Homeland Security (DHS) fraud hotline poster identified in paragraph (b)(3) of this clause; and

(ii) Any DHS fraud hotline poster subsequently identified by the Contracting Officer.

(2) Additionally, if the Contractor maintains a company website as a method of providing information to employees, the Contractor shall display an electronic version of the poster(s) at the website.

(3) Any required posters may be obtained as follows:

https://www.oig.dot.gov/Hotline

(c) If the Contractor has implemented a business ethics and conduct awareness program, including a reporting mechanism, such as a hotline poster, then the Contractor need not display any agency fraud hotline posters as required in paragraph (b) of this clause, other than any required DHS posters.

(d) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in all subcontracts that exceed $5.5 million, except when the subcontract-

(1) Is for the acquisition of a commercial item; or

(2) Is performed entirely outside the United States.

(End of clause)

52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights. (APR 2014)

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements. (JAN 2017)

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper. (MAY 2011)

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards. (OCT 2016)

52.204-13 System for Award Management Maintenance. (OCT 2016)

52.204-15 Service Contract Reporting Requirements for Indefinite-Delivery…