Appendix E - FY26 Contractual Requirements.pdf

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Federal Railroad Administration

Office of Research Development and Technology Broad Agency Announcement

BAA Appendix E CONTRACTUAL REQUIREMENTS

Upon awarding a contract, the contractor will be required to make certain legal commitments through acceptance of Government contract clauses flow down from this BAA solicitation. The Federal Acquisition Regulation (FAR) Provisions and Clauses are required by the FAR based on resulting Contract Types, either Firm-Fixed-Price or Cost Reimbursable. The requested Cost Reimbursable must be supported by a justification identifying the compelling need to enter this Contract Type. This solicitation does not include Option Clauses, which will be inserted at the Contract level depending on the Contract Award specifications.

Applicable FAR Clauses will flow down to the Contract Vehicles awarded under this solicitation no. 693JJ626R000001.

Packaging and marking

(a) All information submitted to the Contracting Officer or the Contracting Officer’s Representative (COR) shall be clearly marked with the name of the contractor, as well as the contract, task order and/or modification number as appropriate.

(b) All contract-related postage and fees shall be paid by the contractor.

Inspection and acceptance

52.246-9 Inspection of Research and Development (Short Form) (APR 1984)

The Government has the right to inspect and evaluate the work performed or being performed under the contract, and the premises where the work is being performed, at all reasonable times and in a manner that will not unduly delay the work. If the Government performs inspection or evaluation on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(End of clause)

Section F - Deliveries or Performance

The Contractor shall submit all required deliverables, progress reports and documents in electronic format by email, referencing the contract number, to the following email

2 | P a g e addresses. In the event another deliverable format is necessary for delivery; the Contractor shall use the following mailing addresses.

Contracting Officer’s Representative (COR):

Michele.Geary Federal Railroad Administration, Office of Research and Development 1200 New Jersey Avenue, SE West Building, 3rd Floor Washington, D.C. 20590 FRABAA@dot.gov

Contracting Officer (CO):

Koren Wheeler Federal Railroad Administration Office of Acquisition Services 1200 New Jersey Avenue, SE West Building, 3rd Floor Washington, D.C. 20590 FRABAA@dot.gov

The contractor shall submit via email to the COR either a monthly or quarterly progress report within fifteen (15) calendar days following the end of the reporting month. The type of report is determined at the Award level. The contractor shall submit to the designated Contracting Officer Representative one copy of each progress report describing:

The report shall contain:

1. A summary of the progress made under the contract during the reporting period, separated into logical elements of work. This shall include pertinent data and graphs sufficient to explain any significant results achieved.

2. An explanation of any technical and/or schedule problems which may have occurred or are expected to arise. The description of any differences between planned and actual technical progress shall include a statement of why the difference occurred or why they are expected to occur and what remedial or alternative actions are planned or recommended. This may include any recommended action by the Government to assist in resolution of a problem.

mailto:FRABAA@dot.gov mailto:FRABAA@dot.gov

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3. Projected activities for the next reporting period.

4. Minutes of status review meetings, if any; and

5. A cost breakdown and summary of all travel during the reporting period.

Other deliverables may include briefings, hardware, and software (computer programs) and associated user manuals, drawings, photos, video tapes or some combination thereof.

The type of each deliverable will be determined by the nature of the requirement as defined by the statement of work incorporated by section.

Contract Administration Data

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

(a) The Contracting Officer may designate Government personnel to act as the Contracting Officer's Representative (COR) to perform functions under the contract such as review and/or inspection and acceptance of supplies, services, including construction, and other functions of a technical nature. The Contracting Officer will provide a written notice of such designation to the Contractor within five working days after contract award or for construction, not less than five working days prior to giving the contractor the notice to proceed. The designation letter will set forth the authorities and limitations of the COR under the contract.

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

(End of clause)

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

(a) Definitions. As used in this clause -

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

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

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

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

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

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

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

(1) Invoice number and invoice date.

(2) Period of performance covered by invoice.

(3) Contract number and title.

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

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

(6) Total ($) of billing.

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

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

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

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(TAR Class Deviation 2025-02_A1)

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

Furthermore, pursuant to Executive Order 14173, Ending Illegal Discrimination And Restoring Merit-Based Opportunity, the Contractor certifies that it is in compliance with the Equal Protection principles of the Constitution and all applicable Federal anti-discrimination laws, and acknowledges that such compliance is material to the Government’s payment decision under the False Claims Act (31 U.S.C. § 3729(b)(4)). The Contractor also affirms that it does not operate any diversity, equity, and inclusion (DEI) initiatives that are inconsistent with the Equal Protection principles of the Constitution and the non-discrimination requirements of Federal law, as interpreted by the Supreme Court in Students for Fair Admissions v. Harvard, 600 U.S. 181 (2023).”

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

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

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

(3) iSupplier (DELPHI) registration instructions: new users should navigate to: http://einvoice.esc.gov to establish an account. Users are required to log in to iSupplier (DELPHI) every 45 days to keep it active.

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

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

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

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

(End of clause)

52.212-1 Instructions to Offerors – Commercial Products and Commercial Services (Sep 2023)

(a) North American Industry Classification System (NAICS) code and small business size standard. The NAICS code(s) and small business size standard(s) for this acquisition appear elsewhere in the solicitation. However, the small business size standard for a concern that submits an offer, other than on a construction or service acquisition, but proposes to furnish an end item that it did not itself manufacture, process, or produce is 500 employees, or 150 employees for information technology value-added resellers under NAICS code 541519, if the acquisition—

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

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

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

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

(1) The solicitation number;

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

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

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

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

(5) Terms of any express warranty;

(6) Price and any discount terms;

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

(8) A completed copy of the representations and certifications at Federal Acquisition Regulation (FAR) 52.212-3 (see FAR 52.212-3(b) for those representations and certifications that the offeror shall complete electronically);

(9) Acknowledgment of Solicitation Amendments;

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

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

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

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

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

Each offer submitted will be evaluated separately.

https://www.acquisition.gov/far/52.212-3#FAR_52_212_3 https://www.acquisition.gov/far/52.212-3#FAR_52_212_3 https://www.gsa.gov/forms-library/solicitationcontractorder-commercial-items https://www.acquisition.gov/far/subpart-4.10#FAR_Subpart_4_10

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

(1) Offerors are responsible for submitting offers, and any modifications, revisions, or withdrawals, so as to reach the Government office designated in the solicitation by the time specified in the solicitation. If no time is specified in the solicitation, the time for receipt is 4:30 p.m., local time, for the designated Government office on the date that offers or revisions are due.

(2)

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

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

(B) There is acceptable evidence to establish that it was received at the Government installation designated for receipt of offers and was under the Government’s control prior to the time set for receipt of offers; or

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

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

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

(4) If an emergency or unanticipated event interrupts normal Government processes so that offers cannot be received at the Government office designated for receipt of offers by the exact time specified in the solicitation, and urgent Government requirements preclude amendment of the solicitation or other notice of an extension of the closing date, the time specified for receipt of offers will be deemed to be extended to the same time of day specified in the solicitation on the first work day on which normal Government processes resume.

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

(g) Contract award (not applicable to Invitation for Bids). The Government intends to evaluate offers and award a contract without discussions with offerors. Therefore, the offeror’s initial offer should contain the offeror’s best terms from a price and technical standpoint. However, the Government reserves the right to conduct discussions if later determined by the Contracting Officer to be necessary. The Government may reject any or all offers if such action is in the public interest; accept other than the lowest offer; and waive informalities and minor irregularities in offers received.

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

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

(1)

(i) The GSA Index of Federal Specifications, Standards and Commercial Item Descriptions, FPMR Part 101–29, and copies of Federal specifications, standards, and product descriptions can be downloaded from the ASSIST website at https://assist.dla.mil.

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

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

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

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

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(ii) Contacting the Defense Standardization Program Office by telephone at 571–767–6688 or email at assisthelp@dla.mil.

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

(j) Unique entity identifier.(Applies to all offers that exceed the micro-purchase threshold, and offers at or below the micro-purchase threshold if the solicitation requires the Contractor to be registered in the System for Award Management (SAM).)

The Offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation "Unique Entity Identifier" followed by the unique entity identifier that identifies the Offeror's name and address. The Offeror also shall enter its Electronic Funds Transfer (EFT) indicator, if applicable. The EFT indicator is a four-character suffix to the unique entity identifier. The suffix is assigned at the discretion of the Offeror to establish additional SAM records for identifying alternative EFT accounts (see FAR subpart 32.11) for the same entity. If the Offeror does not have a unique entity identifier, it should contact the entity designated at www.sam.gov for unique entity identifier establishment directly to obtain one. The Offeror should indicate that it is an offeror for a Government contract when contacting the entity designated at www.sam.gov for establishing the unique entity identifier.

(k) [Reserved]

Debriefings are not supported under this BAA.

(End of provision)

52.252-2 Clauses Incorporated by Reference (Feb 1998)

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

(End of Clause)

Applicability Matrix for Hybrid Award Structure

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

mailto:assisthelp@dla.mil https://www.acquisition.gov/far/subpart-32.11#FAR_Subpart_32_11 http://www.sam.gov/ http://www.sam.gov/ http://www.acquisition.gov/

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

Clause Number

Clause Title Date FFP CLINs

CR

CLINs

FAR

52.215-23

Limitations on Pass-Through Charges (JUN 2020)

X X

FAR

52.216-7

Allowable Cost and Payment (AUG 2018)

X

FAR

52.222-41

Service Contract Labor Requirements (AUG 2018)

X X

FAR

52.222-43

Fair Labor Standards Act and Service Contract Labor Standards—Price Adjustment (Multiple Year or Option Contracts)

(AUG

2018)

52.232-1

Payments (APR 1984)

52.232-20

Limitation of Cost (Applicable.if.fully.funded) (APR 1894)

52.232-22

Limitation of Funds (Applicable.if.incrementally.

funded)

(APR

52.243-1

Changes—Fixed-Price — Alternate I (APR

52.243-2

Changes—Cost-Reimbursement — Alternate I (APR

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52.246-4

Inspection of Services—Fixed-Price (AUG 1996)

52.246-5

Inspection of Services—Cost-Reimbursement (APR

52.249-2

Termination for Convenience of the Government (Fixed-Price)

(APR

2012)

52.249-6

Termination (Cost-Reimbursement) (MAY 2004)

52.249-8

Default (Fixed-Price Supply and Service) (APR

I.3 Clauses Inserted in Full Text (Required Fill-Ins)

The following clauses apply to Cost-Reimbursement awards or CLINs and require completion by the Contracting Officer upon individual contract award:

FAR 52.216-8 Fixed Fee (JUN 2011)

(a) The Government shall pay the Contractor for performing this contract the fixed fee specified in the Schedule.

(b) Payment of the fixed fee shall be made in installments as provided in the Schedule;

provided that the Contracting Officer shall withhold a reserve not to exceed 15 percent of the total fixed fee or $100,000, whichever is less, to protect the Government's interest. The Contracting Officer will release the retained fee balance upon execution of a final release by the Contractor.

• Total Fixed Fee (To be filled in at award): $______TBD at Award level______

• CLIN(s) Applicability: ___TBD at Award level._________________

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_____Additional FAR and Local Clause______________

52.202-1 Definitions, Jun 2020

52.203-3 Gratuities, Apr 1984

52.203-5 Covenant Against Contingent Fees, May 2014

52.203-7 Anti-Kickback Procedures, Jun 2020

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

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

52.203-16 Preventing Personal Conflicts of Interest, Jun 2020

52.203-17 Contractor Employee Whistleblower Rights, Nov 2023

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements, Jan 2017

52.204-9 Personal Identity Verification of Contractor Personnel, Jan 2011

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards, Jun 2020

52.204-12 Unique Entity Identifier Maintenance, Oct 2016

52.204-13 System for Award Management Maintenance, Oct 2018

52.204-18 Commercial and Government Entity Code Maintenance, Aug 2020

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

52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities, Dec 2023

52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment, Nov 2021

52.204-27 Prohibition on a ByteDance Covered Application, Jun 2023

52.209-6 Protecting the Government’s Interest When Subcontracting with Contractors Debarred, 14 | P a g e

Suspended, or Proposed for Debarment, Nov 2021

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

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

52.212-4 Contract Terms and Conditions – Commercial Products and Commercial Services (Nov 2023)

52.215-2 Audit and Records-Negotiation, Jun 2020

52.215-8 Order of Precedence-Uniform Contract Format, Oct 1997

52.217-7 Option for Increased Quantity-Separately Priced Line Item, Mar 1989

52.222-3 Convict Labor, Jun 2003

52.222-21 Prohibition of Segregated Facilities, Apr 2015

52.222-26 Equal Opportunity, Sept 2016

52.222-35 Equal Opportunity for Veterans, Jun 2020

52.222-36 Equal Opportunity for Workers with Disabilities, Jun 2020

52.222-37 Employment Reports on Veterans, Jun 2020

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

52.222-50 Combating Trafficking in Persons, Nov 2021

52.222-54 Employment Eligibility Verification, May 2022

52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving, Jun 2020

52.225-13 Restrictions on Certain Foreign Purchases, Feb 2021

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

52.227-14 Rights in Data-General, May 2014

52.227-16 Additional Data Requirements, June 1987

52.227-17 Rights in Data-Special Works, Dec 2007

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52.228-7 Insurance Liability to Third Persons, Mar 1996

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

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

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, May 2014

52.233-3 Protest after Award, Aug 1996

52.233-4 Applicable Law for Breach of Contract Claim, Oct 2004

52.242-2 Production Progress Reports, April 1991

52.242-13 Bankruptcy, Jul 1995

52.244-2 Subcontracts, Jun 2020

52.244-6 Subcontracts for Commercial Products and Commercial Services, Dec 2023

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

52.246-23 Limitation of Liability, Feb 1997

52.249-5 Termination for Convenience of the Government (Educational and Other Nonprofit Institutions), Aug 2016

52.251-1 Government Supply Sources, Apr 2012

52.253-1 Computer Generated Forms, Jan 1991

52.222-90 Addressing DEI Discrimination by Federal Contractors

(a) Definitions. As used in this clause—

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

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

16 | P a g e clubs; associations; or similar opportunities that are sponsored or established by the contractor or subcontractor.

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

(b) In connection with the performance of work under this contract, the Contractor agrees as follows:

(1) The Contractor will not engage in any racially discriminatory DEI activities;

(2) The Contractor will furnish all information and reports, including providing access to books, records, and accounts, as required by the Contracting Officer, for purposes of ascertaining compliance with this clause;

(3) In the event of the Contractor's or a subcontractor's noncompliance with this clause, this contract may be canceled, terminated, or suspended in whole or in part, and the Contractor or subcontractor may be declared ineligible for further Government contracts;

(4) The Contractor will report any subcontractor's known or reasonably knowable conduct that may violate this clause to the Contracting Officer and take any appropriate remedial actions directed by the Contracting Officer; and

(5) The Contractor will inform the Contracting Officer if a subcontractor sues the Contractor and the suit puts at issue, in any way, the validity of this clause.

(6) The Contractor recognizes that compliance with the requirements of this clause are material to the Government's payment decisions for purposes of 31 U.S.C. 3729(b)(4).

(c) The Contractor must include the substance of this clause, including this paragraph (c), in subcontracts at any tier, including those for commercial products and commercial services, except those where the place of delivery or performance is outside the United States.

(End of clause)

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

(a) An offeror shall identify in its proposal, quote, bid or any resulting contract, any potential or actual Organizational and Consultant Conflicts of Interest (OCCI) as described in FAR subpart 9.5. This includes actual or potential conflicts of interests of proposed subcontractors. If an offeror identifies in its proposal, quote, bid or any resulting contract, 17 | P a g e a potential or actual conflict of interests the offeror shall submit an Organizational and Consultant Conflicts of Interest Plan (OCCIP) to the contracting officer. The OCCIP shall describe how the offeror addresses potential or actual conflicts of interest and identify how they will avoid, neutralize, or mitigate present or future conflicts of interest.

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

(1) Providing systems engineering and technical direction.

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

(3) Providing evaluation services.

(4) Obtaining access to proprietary information.

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

(End of clause)

1252.211-70 Index for Specifications (NOV 2022)

If an index or table of contents is furnished in connection with specifications, such index or table of contents is for convenience only. Its accuracy and completeness are not guaranteed, and it is not a part of the specification. In case of discrepancy between the index or table of contents and the specifications, the specifications shall govern.

(End of clause)

1252.222-72 Contractor Cooperation in Equal Employment Opportunity and Anti- Harassment Investigations (NOV 2022)

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

In accordance with Executive Order 13043, Increasing Seat Belt Use in the United States, dated April 16, 1997, the Contractor is encouraged to adopt and enforce on-the-job seat belt use policies and programs for its employees when operating company-owned, rented, or personally owned vehicles. The National Highway Traffic Safety Administration (NHTSA) is responsible for providing leadership and guidance in support of this Presidential initiative. For information on how to implement such a program or for statistics on the

18 | P a g e potential benefits and cost-savings to your company or organization, please visit the Click it or Ticket seat belt safety section of NHTSA's website at https://www.nhtsa.gov/campaign/click-it-or-ticket and https://www.nhtsa.gov/risky-driving/seat-belts.

1252.235-70 Research Misconduct (NOV 2022)

(a) Definitions. As used in this clause -

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

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

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

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

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

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

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

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

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

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

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

Research misconduct means fabrication, falsification, or plagiarism, in proposing, performing, or reviewing research, or in reporting research results. Research misconduct does not include honest error or difference of opinion.

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

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

(b) General guidelines.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(5) Document the investigation. Include documentation that -

(i) Describes the allegation(s).

(ii) Lists the investigators.

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

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

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

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

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

(7) Within 30 calendar days after completion of an investigation, forward investigative reports, documentation, and respondent's response to the Contracting Officer who will coordinate with the DOT oversight organization(s) sponsoring and/or monitoring the federally funded research.

(8) Time extensions. Contractors should request time extensions as needed from the Contracting Officer of the appropriate DOT oversight organization. The Contracting Officer has discretion to waive time requirements for good cause.

(f) Activity sanctions or corrective actions. Upon receipt of the investigative reports from the contractor, the DOT oversight organization, in conjunction with the Contracting Officer, will review the report, and determine the appropriate administrative action to be taken. In deciding what actions to take, the oversight organizations should consider: the severity of the misconduct; the degree to which the misconduct was knowing, intentional, or reckless; and whether it was an isolated event or part of a pattern. Sanctions or corrective actions may range as follows -

(1) Minimal restrictions - such as a letter of reprimand, additional conditions on awards, requiring third-party certification of accuracy or compliance with policies, regulations, guidelines, or special terms and conditions.

(2) Moderate restrictions - such as limitations on certain activities or expenditures under an active award or special reviews of requests for funding; or

(3) More severe restrictions - such as termination of an active award or government-wide suspension or debarment.

(g) Appeals and final administrative action.

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(1) The Federal Acquisition Regulation governs in all matters pertaining to termination of the contract and suspension/debarment.

(2) In all other cases, the Contractor may appeal the sanction or corrective action through the DOT Research and Technology Coordinating Council (RTCC) to the Deputy Secretary of Transportation, in writing within 30 calendar days after receiving written notification of the research misconduct finding and associated administrative action(s).

The Contractor shall mail a copy of the appeal to the Contracting Officer.

(3) If there is no request for appeal within 30 calendar days, the administrative actions of the oversight organization shall be final.

(4) If a request for appeal is received by the RTCC within the 30-calendar day limit, the Deputy Secretary may have the RTCC review the appeal and make recommendations.

(5) The RTCC on behalf of the Deputy Secretary will normally inform the appellant of the final decision on an appeal within 60 calendar days of receipt. This decision will then be the final DOT administrative action.

(h) Criminal or civil fraud violations. When the DOT oversight organization concludes an investigation with a determination of research misconduct, the DOT Office of the Senior Procurement Executive may notify any other sources of research that provide support to the respondent. If criminal or civil fraud violations may have occurred, the oversight organization should promptly refer the matter to the DOT Inspector General, the Department of Justice or other appropriate investigative body. The DOT oversight organization, in conjunction with the Contracting Officer will notify the respondent in writing of its action, sanctions to be imposed if applicable, and the DOT appeal procedures.

(i) Subcontract flowdown. The Contractor shall include the substance of this clause in all subcontracts that involve research.

(End of clause)

1252.235-71 Technology Transfer (NOV 2022)

(a) The Contractor, in accordance with the provisions in the attached Statement of Work, will develop a Technology Transfer Plan to be approved by the Contracting Officer Representative (COR) prior to the initiation of any work under this contract and shall execute the approved plan throughout the conduct of this Agreement. Such plan shall include, at a minimum -

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(1) A description of the problem and technical solutions being researched, including any potential, or identified technology developments that are the intended output of, or which may be derived from the research.

(2) A list identifying and categorizing by interest potential stakeholders in the outputs of the research to be performed.

(3) A plan for engaging the identified potential stakeholders to determine interest in and obtain suggested refinements to the research, before and during the conduct of this contract, to enhance the likelihood of adoption/implementation of the research outputs.

Such engagement activities shall comprise communicating research status to identified stakeholders, soliciting their feedback; disseminating research outputs, and identifying whether the outputs were adopted/implemented.

(4) A proposed delivery or demonstration activity (e.g., conference presentation of a final report, demonstration of software, or demonstration of tangible output).

(5) A draft plan for the commercialization of any research outputs, including the specific identification of stakeholders most likely to be interested in the commercialization of the research outputs.

(6) The identification of the specific methods and channels for dissemination of the research outputs (e.g., publication, licensing to a third party, or manufacture and sale);

and

(7) A plan for tracking and reporting the research outputs, outcomes, and impacts to Contracting Officer Representative (COR).

(b) The Contractor shall provide to Contracting Officer Representative (COR) at least once every six months, or as an attachment to any more frequent research progress reports, a Technology Transfer Report addressing and updating each element of their approved Technology Transfer Plan. Such report shall include -

(1) An updated description of the problem and technical solution(s) being researched, particularly where any revisions to the research are based on feedback from a stakeholder engagement.

(2) A summary of overall technology transfer progress.

(3) An updated listing of interested stakeholders and an identification of their potential role (e.g., research sponsor, potential end-user, or regulator).

(4) A listing of the stakeholders engaged since the most recently submitted Technology Transfer Report.

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(5) The identification of any additional stakeholder engagement activity (including the mechanism used to engage the stakeholder) and the results of such activity.

(6) The conduct and results of any delivery/demonstration activity occurring since the most recently submitted Report update, including the identification of any stakeholder participants.

(7) An acknowledgement of the submission of any technical or progress report that would satisfy the Public Access requirement and whether such submissions are properly represented in the USDOT Research Hub and the National Transportation Library; and

(8) Any information on instances of any use of an output of research conducted under this contract.

(End of clause)

1252.239-93 Information and Communication Technology Accessibility (NOV 2022)

(a) All Information and Communication Technology (ICT) supplies, information, documentation, and services support developed, acquired, maintained, or delivered under this contract or order must comply with the Information and Communication Technology (ICT) Standards and Guidelines (see 36 CFR parts 1193 and 1194). Information about Section 508 is available at https://www.section508.gov/.

(b) The Section 508 accessibility standards applicable to this contract or order are identified in the Specification, Statement of Work, or Performance Work Statement. If it is determined by the Government that ICT supplies and services provided by the Contractor do not conform to the described accessibility standards in the contract, remediation of the supplies or services to the level of conformance specified in the contract will be the responsibility of the Contractor at its own expense.

(c) The Section 508 accessibility standards applicable to this contract are: Must be compliant.

(d) In the event of a modification(s) to this contract or order, which adds new ICT supplies or services or revises the type of, or specifications for, supplies or services, the Contracting Officer may require that the Contractor submit a completed Section 508 Checklist and any other additional information necessary to assist the Government in determining that the ICT supplies or services conform to Section 508 accessibility standards. If the Government determines that ICT supplies and services provided by the Contractor do not conform to the described accessibility standards in the contract, remediation of the supplies or services to the level of conformance specified in the contract will be the responsibility of the Contractor at its own expense.

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(e) If this is an indefinite-delivery type contract, a Blanket Purchase Agreement or a Basic Ordering Agreement, the task/delivery order requests that include ICT supplies or services will define the specifications and accessibility standards for the order. In those cases, the Contractor may be required to provide a completed Section 508 Checklist and any other additional information necessary to assist the Government in determining that the ICT supplies or services conform to Section 508 accessibility standards. If it is determined by the Government that ICT supplies and services provided by the Contractor do not conform to the described accessibility standards in the provided documentation, remediation of the supplies or services to the level of conformance specified in the contract will be the responsibility of the Contractor at its own expense.

(End of…