ATTACHMENT_0001-_STATEMENT_OF_WORK_(SOW).pdf

ATTACHMENT 1

STATEMENT OF WORK (SOW)

1.0 BACKGROUND

As part of its commitment to careful management of its programs, the Federal Transit

Administration (FTA) has periodically examined the accuracy of the predictions of project costs, ridership, and other outcomes made by project sponsors during planning and development of proposed transit capital projects. FTA uses the predictions to support the evaluation, rating, and recommendations for each project proposed for funding through the

Capital Investment Grant (CIG) program. The reliability of the predictions is therefore crucial to FTA's program management.

This effort will prepare FTA's fourth study of the predicted versus actual (PvA) outcomes of completed transit projects. The first three PvA studies were:

• Pickrell, Don; Urban Rail Transit Projects, Forecast versus Actual

Ridership and Costs; USDOT, 1990.

• Lewis-Workman, Steve et al; Predicted and Actual Impacts of New Starts

Projects; USDOT/FTA, 2003.

• Lewis-Workman, Steve et al; The Predicted and Actual Impacts of New

Starts Projects -- 2007; USDOT/FTA, 2007.

(Electronic copies of these reports are attached.)

All three studies directly examined the accuracy of predicted capital costs, unit operating costs, and ridership. They also indirectly considered the accuracy of predictions of project scope and transit service levels as the studies searched for the sources of inaccuracies in costs and ridership.

A significant limitation on these studies was that they were retrospective analyses that necessarily relied on whatever information was available from the files of project sponsors at the time of the study -years after the projects were completed. Thus, the studies were largely unable to obtain detailed records prepared by sponsors during project planning and development. While the studies could document differences between predicted and actual outcomes, they had only limited success in the identification of the causes of significant differences and any lessons that might be learned.

This situation has changed in recent years with the advent of Before-and-After (B&A) Studies of major transit projects receiving FTA discretionary capital funding. The purposes of B&A studies are to document the actual outcomes of projects and to evaluate the accuracy of predicted outcomes prepared during project planning and development. In preparation for the studies, project sponsors are required to archive the details of the predictions, collect data on actual conditions before and after project implementation, and compare the predictions against the actual outcomes. The studies consider five outcomes of the project: physical scope, capital costs, transit service levels, operating and maintenance costs, and ridership. Since 2006, project sponsors have completed B&A studies of 20 projects. Summaries of these studies, prepared for

FTA's annual report to congress, are available at:

https://www.transit.dot.gov/funding/grant-programs/capital-investments/and-after-studies-new-starts-projects

The current effort will mark the transition from the era of retrospective PvA studies to an era based on timely assessments of predictive accuracy completed as part of B&A studies.

The first task will focus on the 17 projects appearing in the FTA annual reports to Congress through 2015 plus the three studies summarized for the 2016 report that are not yet publicly · available. FTA will provide copies of the sponsors' final reports to the contractor once this study gets underway. These final reports will be the source of information for this study. FTA anticipates that contacts with project sponsors will be limited and will occur only at FTA's direction. The product of the first task will be a report that is consistent with the final report from the 2007 FTA study, with one significant modification. Where the 2007 study developed, and included in the final report, profiles of all subject projects, this study and its final report will rely on the project profiles already available from the B&A studies.

The second task of this effort will lay the foundation for the next PvA study and its coordination with B&A studies. The first product of this task will be a set of databases populated with the actual and predicted outcomes -on all five outcomes -for the projects with completed B&A studies. The second product will be a set of specifications for the information required from future B&A studies for addition to the databases. The tight coordination that will be the result of this task will benefit both future PvA studies and B&A studies. For the next PvA study, coordination guarantees that the necessary information will be available every year in the appropriate formats -making the production of a new PvA study as straightforward as possible.

For B&A studies, the databases will provide context for the find dings for each project on both the actual outcomes and the accuracy of its sponsors' predictions of those outcomes. This added context will enhance the number and usefulness of insights and lessons learned from each B&A study.

The third task provides for special studies of issues and opportunities that FTA and the contractor may identify during work on the first two tasks. Candidates for these special studies may include detailed case studies of individual projects; pursuit of more detailed analysis of predicted-actual differences for individual project outcomes (e.g., capital costs or ridership);

tapping of other sources (e.g., risk assessments, reports from project management oversight contractors); synthesis of patterns in predictive accuracy over the history of FTA's discretionary capital program for major projects, and others.

FTA anticipates that this effort, like the three previous PvA studies, will be a collaboration between the contractor team and FTA staff. The contractor will provide staff for assembly and analysis of information from the B&A study final reports and expertise on the details of actual project outcomes and difficulties encountered in their predictions -particularly for physical scope and capital costs, and expertise in the development of databases for repositories of predicted and actual project outcomes. FTA staff will provide familiarity with the projects and the B&A studies, identification of issues and opportunities for special studies, guidance on the various analyses, and management of the overall effort.

2.0 SCOPE OF WORK

Task 1. Assist FTA staff in preparation of PvA study report #4

Subject FTA notification regarding this task, the contractor will analyze the outcomes for projects completed since the 2007 report and documented in B&A studies. FTA will provide the final reports from these B&A studies. For each project, the contractor will extract from the report the key information for each outcome (physical scope, capital costs, transit service levels, O&M costs, and ridership) including the actual outcome, the prediction at each milestone during project planning and development, the identified causes of differences, and any identified lessons learned. For actual ridership outcomes, the contractor will contact the project sponsor to obtain an update on current project ridership. The contractor will tabulate and summarize the extracted information and then examine the information for patterns in the accuracy of predictions, the sources of inaccuracies, and the circumstances that may have contributed to the likelihood of accurate and inaccurate predictions. The contractor will obtain from FTA the spreadsheet databases from the previous PvA studies and:

• Adjust capital costs to common year dollars to support comparisons across all projects;

• Extrapolate actual project ridership to the horizon year of their predictions; and

• Examine the predicted-actual differences for patterns.

The contractor will draft assigned sections of the final report for FTA's fourth study of predicted versus actual project outcomes.

Task 2. Prepare databases and specifications for future studies

Subject to FTA notification regarding this task, the contractor will propose a design for the databases to compile the predicted and actual outcomes (physical scope, capital costs, and impacts on transit service, O&M costs, and ridership) of transit capital projects. The design will provide for easy access by project sponsors, routine updating by FTA staff, and straightforward maintenance. With approval by FTA staff of a final design, the contractor will implement the design, load the project information, test the functionality, and prepare a user guide to access and maintenance. The contractor will prepare specifications for the information required from B&A studies to populate the databases with the results of future studies.

Task 3. Undertake special studies

Based on the findings from Tasks 1 and 2, FTA may identify one or more special studies for assignment to the contractor. Based upon FTA notification regarding this task, the contractor will undertake each assigned analysis and prepare a technical memorandum to document the findings. Based on FTA's determination of the appropriate formatting to include these technical memoranda, the contractor will prepare a final report that documents the outcomes of this task.

3.0 ESTIMATED EFFORT FOR SERVICES

BASE PERIOD – 1 Year Period of Performance from Date of Award

CLIN Description Units of

Measure Quantity

Unit

Price Total Price

0001 Analysis of the Predicted and Actual

Outcomes of Major Capital Project Job 1 $________

Labor Category; Project Manager LH 208

Labor Category: Sr. Professional LH 545

Labor Category: Jr. Professional LH 210

Labor Category: Administrative Assistant LH 245

TOTAL 1,208

0002 Travel - Estimated 2 Trips $4,569.00 NTE

0003 Other Direct Costs $500 NTE

TOTAL PRICE $________

OPTION PERIOD – 6 Month Period of Performance

CLIN Description Units of

Measure Quantity

Unit

Price Total Price

1001 Analysis of the Predicted and Actual

Outcomes of Major Capital Project Job 1 $________

Labor Category; Project Manager LH 85

Labor Category: Sr. Professional LH 230

Labor Category: Jr. Professional LH 90

Labor Category: Administrative Assistant LH 100

TOTAL 505

1002 Other Direct Costs $500 NTE

TOTAL PRICE $_______

CLIN 0001: LABOR

In the table above, the estimated labor level of effort hours are provided for each labor category.

If the contractor provides a different amount of hours per labor category etc., written justification must be provided for the Government’s review.

CLIN 0002: TRAVEL

Travel and Per Diem authorized under this resulting contact shall be reimbursed in accordance with the requirements of FAR 31.205-46 entitled "Travel Cost," and with the Government Travel

Regulations (GTR) in effect at the time of travel. Travel by air shall be reimbursed at actual not to exceed coach fare. Travel subsistence reimbursement shall be authorized under the rates and conditions of the Federal Travel Regulations (FTR) in effect at the time of travel throughout the period of performance of this contract. The Government revises the Per Diem rates to reflect changes to these amounts or to the travel regulations. All travel must receive at least pre-authorization from the respective, delegated Contracting Officer’s Representative (COR).

CLIN 0003: OTHER DIRECT COSTS (ODCs)

From time to time, the contractor is required to provide reports or other such incidental direct costs. These costs will be reimbursed after they have been incurred. The contractor will be required to provide documentation in the form of receipts. All ODCs must be within scope of the

SOW and considered allowable by the Government for associated work.

4.0 PRODUCTS/DELIVERABLES:

Reference Description of Deliverables Frequency of

Deliverable

Task - 1 Final report and supporting materials for FTA

Predicted versus Actual Study #4 (Microsoft

(MS) Office Word or any common format, electronically delivered)

Within two weeks after completion of

Task 1

Task - 2

a) Databases of predicted and actual outcomes for projects with completed B&A studies (MS Office Word or any common format, electronically delivered).

b) User guide for the databases (MS Office

Word or any common format, electronically delivered).

c) Specifications for information needed for the databases from future B&A studies (MS

Office Word or any common format, electronically delivered).

Within two weeks after completion of

Task 2

Task - 3

a) Memoranda on findings from special studies

b) Interim products identified in work assignments agreed to by FTA and the contractor

Within one month after completion of

Task 3

5.0 WORK ASSIGNMENTS:

FTA will manage the work through a series of informal work assignments which will be within scope of the awarded requirement. The work assignments which will be within scope of the base requirement will identify specific work, the approach to its completion, anticipated staffing, hours of contractor effort, and a target date for completion. FTA will prepare draft work assignments for discussion with the contractor at regularly scheduled project management meetings (conference calls) and finalize the informal assignments after review and comment by the contractor. The objectives of this work-assignment mechanism are (1) that the analysis will be sufficiently flexible to respond to intermediate findings, focus on emerging priorities, and use resources efficiently; and (2) that FTA and the contractor will have a mutually agreed plan for each analysis before the work gets underway. However, flexibility should not be interpreted as completion of work out of scope from the base requirement. All respective approved work will be within scope of the base requirement.

Consistent with this management approach, the awarded requirement will provide for payment to the contractor for hours expended plus any direct costs for travel, materials, and other expenses authorized by FTA.

6.0 PERIOD OF PERFORMANCE

The base period of performance of this requirement is 12 months (1 year) from the date of respective award and up to an additional 6 months via an option period (if exercised).

7.0 PLACE OF PERFORMANCE

Work will be conducted primarily at the contractor’s facility. The contractor may need to periodically meet with the Government client in person regarding this requirement.

8.0 APPLICABLE CLAUSES

52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The

Contracting Officer may exercise the option by written notice to the Contractor within the contract period.

(End of clause)

52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed ______18_____ (months).

52.219-14 LIMITATIONS ON SUBCONTRACTING (NOV 2011)

(a) This clause does not apply to the unrestricted portion of a partial set-aside.

(b) Applicability. This clause applies only to—

(1) Contracts that have been set aside or reserved for small business concerns or 8(a) concerns;

(2) Part or parts of a multiple-award contract that have been set aside for small business concerns or 8(a) concerns; and

(3) Orders set aside for small business or 8(a) concerns under multiple-award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F).

(c) By submission of an offer and execution of a contract, the Offeror/Contractor agrees that in performance of the contract in the case of a contract for—

(1) Services (except construction). At least 50 percent of the cost of contract performance incurred for personnel must be expended for employees of the concern.

(2) Supplies (other than procurement from a non-manufacturer of such supplies). The concern must perform work for at least 50 percent of the cost of manufacturing the supplies, not including the cost of materials.

(3) General construction. The concern will perform at least 15 percent of the cost of the contract, not including the cost of materials, with its own employees.

(4) Construction by special trade contractors. The concern will perform at least 25 percent of the cost of the contract, not including the cost of materials, with its own employees.

52.232-16 PROGRESS PAYMENTS (APRIL 2012) - incorporated herein by reference

52.246-6 INSPECTION OF SERVICES- TIME-AND-MATERIAL AND LABOR-HOUR

(MAY 2001)

(a) Definitions. As used in this clause--

“Contractor’s managerial personnel” means any of the Contractor’s directors, officers, managers, superintendents, or equivalent representatives who have supervision or direction of --

(1) All or substantially all of the Contractor’s business;

(2) All or substantially all of the Contractor’s operation at any one plant or separate location where the contract is being performed; or

(3) A separate and complete major industrial operation connected with the performance of this contract.

“Materials” includes data when the contract does not include the Warranty of Data clause.

(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the material, fabricating methods, work, and services under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the Government during contract performance and for as long afterwards as the contract requires.

(c) The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The Government shall perform inspections and tests in a manner that will not unduly delay the work.

(d) If the Government performs inspection or test 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.

(e) Unless otherwise specified in the contract, the Government shall accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they shall be presumed accepted 60 days after the date of delivery, unless accepted earlier.

(f) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (h) of this clause, the cost of replacement or correction shall be determined under the

Payments Under Time-and-Materials and Labor-Hour Contracts clause, but the “hourly rate” for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken.

(g)

(1) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may --

(i) By contract or otherwise, perform the replacement or correction, charge to the

Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or

(ii) Terminate this contract for default.

(2) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute.

(h) Notwithstanding paragraphs (f) and (g) above, the Government may at any time require the

Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to --

(1) Fraud, lack of good faith, or willful misconduct on the part of the Contractor’s managerial personnel; or

(2) The conduct of one or more of the Contractor’s employees selected or retained by the

Contractor after any of the Contractor’s managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

(i) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract.

(j) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract.

(k) Unless otherwise specified in the contract, the Contractor’s obligation to correct or replace

Government-furnished property shall be governed by the clause pertaining to Government property.

(End of Clause)

AGENCY SPECIFIC CLAUSES (TRANSPORTATION ACQUISITION REGULATION

(TAR) CLAUSES IN FULL TEXT

1252.217-74 SUBCONTRACTS (OCT 1994)

Nothing contained in the contract shall be construed as creating any contractual relationship between any subcontractor and the Government. The divisions or sections of the specifications are not intended to control the Contractor in dividing the work among subcontractors or to limit the work performed by any trade.

The Contractor shall be responsible to the Government for acts and omissions of its own employees, and of subcontractors and their employees. The Contractor shall also be responsible for the coordination of the work of the trades, subcontractors, and material men.

The Contractor shall, without additional expense to the Government, employ specialty subcontractors where required by the specifications.

The Government or its representatives will not undertake to settle any differences between the

Contractor and its subcontractors, or between subcontractors.

(End of clause)

1252.223-73 SEAT BELT USE POLICIES AND PROGRAMS (APR 2005)

In accordance with Executive Order 13043, Increasing Seat Belt Use in the United States, dated

April 16, 1997, the contractor is encouraged to adopt and enforce on-the-job seat belt use policies and programs for its employees when operating company-owned, rented, or personally-owned vehicles. The National Highway Traffic Safety Administration (NHTSA) is responsible for providing leadership and guidance in support of this Presidential initiative. For information on how to implement such a program or for statistics on the potential benefits and cost-savings to your company or organization, please visit the Buckle Up America section of NHTSA's website at www.nhtsa.dot.gov.

Additional resources are available from the Network of Employers for Traffic Safety (NETS), a public-private partnership headquartered in the Washington, D.C. metropolitan area, and dedicated to improving the traffic safety practices of employers and employees. NETS is prepared to help with technical assistance, a simple, user friendly program kit, and an award for achieving the President's goal of 90 percent seat belt use. NETS can be contacted at 1-888-221-

0045 or visit its website at www.trafficsafety.org.

(End of clause)

1252.237-70 QUALIFICATIONS OF CONTRACTOR EMPLOYEES (APR 2005)

a) Definitions. As used in this clause, Sensitive Information is any information that, if subject to unauthorized access, modification, loss, or misuse, or is proprietary data, could adversely affect the national interest, the conduct of Federal programs, or the privacy of individuals specified in The Privacy Act, 5 U.S.C. 552a, but has not been specifically authorized under criteria established by an Executive Order or an Act of Congress to be kept secret in the interest of national defense or foreign policy.

b) Work under this contract may involve access to sensitive information which shall not be disclosed, by the contractor unless authorized in writing by the contracting officer. To protect sensitive information, the contractor shall provide training to any contractor employees authorized to access sensitive information, and upon request of the Government, provide information as to an individual's suitability to have authorization.

c) The Contracting Officer may require dismissal from work those employees deemed incompetent, careless, insubordinate, unsuitable, or otherwise objectionable, or whose continued employment is deemed contrary to the public interest or inconsistent with the best interest of national security.

d) Contractor employees working on this contract must complete such forms, as may be necessary for security or other reasons, including the conduct of background investigations to determine suitability. Completed forms shall be submitted as directed by the Contracting

Officer. Upon the Contracting Officer's request, the Contractor's employees shall be fingerprinted, or subject to other investigations as required.

e) The Contractor shall ensure that contractor employees:

a. Are citizens of the United States of America or an alien who has been lawfully admitted for permanent residence or employment (indicated by immigration status) as evidenced Bureau of Citizenship and Immigration Services documentation; and

b. Have background investigations according to DOT Order 1630.2B, Personnel Security

Management.

c. The Contractor shall immediately notify the contracting officer when an employee no longer requires access to DOT computer systems due to transfer, completion of a project retirement or termination of employment.

d. The Contractor shall include the substance of this clause in all subcontracts at any tier where the subcontractor may have access to Government facilities, sensitive information, or resources.

(End of clause)

1252.237-73 KEY PERSONNEL (APR 2005)

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

b. Before removing, replacing, or diverting any of the specified individuals, the Contractor shall notify the contracting officer, in writing, before the change becomes effective. The Contractor shall submit information to support the proposed action to enable the contracting officer to evaluate the potential impact of the change on the contract. The Contractor shall not remove or replace personnel under this contract until the Contracting Officer approves the change.

The Key Personnel under this resulting requirement are: TBP UPON AWARD.

(End of clause)

1252.242-72 DISSEMINATION OF CONTRACT INFORMATION (OCT 1994)

The Contractor shall not publish, permit to be published, or distribute for public consumption, any information, oral or written, concerning the results or conclusions made pursuant to the performance of this contract, without the prior written consent of the Contracting Officer. Two copies of any material proposed to be published or distributed shall be submitted to the

Contracting Officer.

(End of clause)

1252.242-73 CONTRACTING OFFICER'S REPRESENTATIVE (OCT 1994)

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 constellation, 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.

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)

9.0 GOVERNMENT FURNISHED PROPERTY/INFORMATION

If information is provided, it typically is not confidential in nature. However, if confidential information is shared, the offeror will be required to review and sign a non-disclosure form prior to work performance of associated work.

10.0 GOVERNMENT FACILITIES

Unless directly related to this requirement, the Contractor and any employees or consultant of the

Contractor are prohibited from using U.S. Government facilities (such as office space or equipment) or U.S. Government clerical or technical personnel in the performance of the services not specified in the requirement.

11.0 CONTRACT ADMINISTRATION

(a) The Contracting Officer is the only individual who can legally commit the Government to the expenditure of public funds. No person other than the Contracting Officer or the Contracting

Officer's duly authorized representative can make any changes to the terms, conditions, general provisions, or other stipulations of this contract.

Furthermore, such changes may be made only to the extent that they are within the scope of the contract and are within the written scope of the authority delegated to the individual initiating or approving the change.

(b) The Contracting Officer may designate one or more representatives for the purpose of discharging prescribed duties and authorities in the name of the Contracting Officer during the performance of work. The authorities and duties of the representative(s) are delineated in the clause titled "Contracting Officer's Representative (COR) below.

(c) The Contractor shall not accept any instructions issued by any person other than the Contracting

Officer, or the Contracting Officer's representative(s) acting within the limits of his authority. No information, other than that which may be contained in an authorized modification to this contract, duly issued by the Contracting Officer, which may be received from any person employed by the

U.S. Government, or otherwise, shall be considered grounds for deviation from any stipulation of this contract or referenced scope/statement of work.

In accordance with the Transportation Acquisition Regulations (TAR) 1252.242-73 (b)

Dissemination of Contract Information, the Contracting Officer cannot authorize the COR or any other representative to sign documents (i.e., contracts, contract modifications, appointments, conflict resolutions, etc.) that require the signature of the Contracting Officer.

The Government Contracting Officer for the resulting contract will most likely be:

Mrs. Stephanie Cooke-Nwadibia, Senior Contracting Officer

U.S. Department of Transportation

Federal Transit Administration

Office of Acquisition Management

1200 New Jersey Avenue, SE

Room Number: E42-117

Washington, DC 20590

Phone number: 202-366-7072

Email address: Stephanie.Cooke-Nwadibia@dot.gov

Contract Specialist: TBD

11.1 CONTRACTING OFFICER’S TECHNICAL REPRESENTATIVE (COR)

The COR is designated by the Contracting Officer to perform technical liaison between the contractor’s management and the Contracting Officer in routine technical matters constituting general program direction within the scope of the contract/Contract. Under NO circumstances is the COR authorized to affect any changes in the work required under this contract whatsoever, or enter into any agreement that has the effect of changing the terms and conditions of this

Contract, or that causes the Contractor to incur any costs.

In addition, the COR will NOT supervise, direct, or control contractor employees.

Notwithstanding this provision, to the extent that contractor accepts any direction that constitutes a change to this contract without prior written authorization of the Contracting Officer, costs incurred in connection therewith are incurred at the sole risk of the contract, and if involved under this Contract will be disallowed.

On all matters that pertain to the contract terms, the contractor must communicate with the

Contracting Officer. Whenever, in the opinion of the contractor, the COR requests efforts beyond the terms of the contract, the contractor shall so advise the Contracting Officer. If the

COR persists and there still exists a disagreement as to the proper contractual coverage, the

Contracting Officer will be notified immediately, preferably in writing.

12.0 BILLING INSTRUCTIONS

12.0 Billing Instructions: Method of Payment/Status of Payments

The Contractor shall submit invoices for payment utilizing Standard Form (SF) 1034, “Public

Voucher for Purchases and Services Other Than Personal,” that include supporting documentation for all costs/prices claimed in the performance of this contract. The Standard Form 1034 can be obtained from the “Federal Acquisition Regulations”, Part 53-301.1034 (see website at http://acquisition.gov).

FTA’S METHOD OF INVOICE TRANSMITTAL-eInvoicing

The Contractor shall submit the invoice through the Delphi eInvoicing System.

12.1 Delphi eInvoicing Access

The FTA COR coordinates the authorization for a contractor to gain access to the eInvoicing System. The COR must complete the required Delphi User Access form, specific for contractors, as is shown in Attachment 2 (TO BE PROVIDED AFTER

CONTRACT AWARD). The Delphi User Access must include the name of the contractor’s authorized employee, who will have the responsibility to request funds within the eInvoicing System include the authorized employee email address, the Delphi

PO number(s) where funds will be drawn down upon, the office number, Contractors name. The completed User Access Forms should be forwarded to the FTA Delphi

Security Officer(s) by the COR. The FTA Delphi Security Officers, Debra Silva Smith and Peter Noyes are located in the Office of Budget and Policy, Office of Financial

Systems, TBP-40.

12.2 FAA, Enterprise Service Center’s (ESC) eInvoicing Help Desk

Access to the new Delphi eInvoicing System is granted by the FAA, Enterprise Service

Center’s (ESC) eInvoicing Help Desk. The FTA Delphi Security Officer will forward all

Delphi User Access Request Forms directly to the eInvoicing Help Desk on behalf of the

FTA Approving Officials and Vendors. Once access is granted, the eInvoicing Help Desk will email the vendor to validate the recipient’s identity, provide training materials, and assist users in navigating within the eInvoicing System.

Vendors may contact the eInvoicing Help Desk by calling 405-954-3000, pushing option

4, and listening to the message pertaining to the Delphi eInvoicing process.

12.3 Submission of Vouchers

Vouchers may be submitted monthly or bi-weekly depending upon the payment terms in the contract. The FTA contract number, voucher number, and contract as well as task order number (if applicable) must be listed on every voucher that’s submitted. In addition, the

FTA COR should also be listed on every voucher that’s submitted.

12.4 Method of Payment and Procedure

1. Payments under this contract shall be made under the Department of Treasury’s

Automated Clearing House (ACH) system. Under this system, the funds will be wired (electronically transferred or EFT) to the contractor’s financial institution pursuant to FAR 52.232-34.

2. Prior to the submission of Voucher No. 1, the Contractor shall insure that the information contained in the TFS Form 3881, “Payment Information Form-ACH Vendor

Payment System,” will be provided upon contract award. Or alternatively, TFS Form

3881 can be obtained from the Treasury’s website at http://fms.treas.gov/pdf/3881.pdf or the Contracting Office. The cover page to the Contract award should accompany the TFS

Form 3881, and be faxed to FTA at (405) 954-9776.

12.5 FTA’s designated office for electronic funds transfer information is:

Mailing Address:

U.S. Department of Transportation

Federal Transit Administration

Office of Financial Management, TBP-50

1200 New Jersey Ave., 5th Floor – East Bldg. E54-465 Washington, DC 20590

Phone number: 202-366-0992 Person to Contact: Mr. Michael Whitaker http://fms.treas.gov/pdf/3881.pdf)%20%20or%20the%20Contracting%20Office http://fms.treas.gov/pdf/3881.pdf)%20%20or%20the%20Contracting%20Office

12.6 Status of Payments

Contractors can track the status of payments for vouchers through the Department of

Treasury’s “Internet Payment Platform” system, a system developed by the U.S. Department of

Treasury’s Financial Management Service (FMS), to provide participating Federal agencies with a method of making remittance information available to vendors through the Internet.

Contractors may register with the Department of Treasury to obtain payment statuses by logging on: https://www.ipp.gov/. Any changes shall be submitted in writing to the Contracting

Officer. It is the Contractor’s responsibility to furnish these changes promptly to avoid payments to erroneous addresses or bank accounts. Failure to provide the requested informational changes to the Contracting Officer may result in delays in the payment of vouchers. Any such delays shall be considered the Contractor’s responsibility.

13.0 OTHER TERMS AND CONDITIONS

13.1 EXECUTIVE ORDER 13514, FEDERAL LEADERSHIP IN ENVIRONMENTAL,

ENERGY AND ECONOMIC PERFORMANCE

The Department of Transportation (DOT) developed a Strategic Sustainability Performance Plan

(SSPP) (June 2010) in accordance with directions contained the above titled Executive Order.

The plan is designed to enhance and sustain the DOT mission through cost effective acquisitions that achieve c o m p l i a n c e , r e d u c e s r e s o u r ce consumpt ion and solid and hazardous waste generation. Green procurement is the purchase of environmentally preferable products and services in accordance with the established Federal "Green" procurement preference program. The SSPP applies to all acquisitions and contracting mechanisms used by Federal agencies including service contracts, leases, purchases made with government purchase and fleet cards and purchases below the micro-purchase threshold. Therefore, all FTA contractors are encouraged to supply or use products and services that are energy efficient, contain recycled content, or are non-toxic or less toxic alternatives."

13.2 DEPARTMENT OF TRANSPORTATION ORDER: CONTRACTOR POLICY TO

BAN TEXT MESSAGING WHILE DRIVING (DEC 2009)

a) Definitions. The following definitions are intended to be consistent with the definitions in

DOT Order 3902.10 and the E.O. For clarification purposes, they may expand upon the definitions in the E.O.

"Driving"-

(1) Means operating a motor vehicle on a roadway, including while temporarily stationary because of traffic, a traffic light, stop sign, or otherwise.

(2) It does not include being in your vehicle (with or without the motor running) in a location off the roadway where it is safe and legal to remain stationary.

"Text messaging" means reading from or entering data into any handheld or other electronic device, including for the purpose of short message service texting, e-mailing, instant messaging, obtaining navigational information, or engaging in any other form of electronic data retrieval or electronic data communication. (See definition in DOT Order 3902.10)

(b) In accordance with Executive Order 13513, Federal Leadership on Reducing Text Messaging

While Driving, October 1, 2009, and DOT Order 3902.10, Text Messaging While Driving, December 30, 2009, contractors and subcontractors are encouraged to:

(1) Adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers including policies to ban text messaging while driving--

(i) Company-owned or -rented vehicles or Government-owned, leased or rented vehicles; or

(ii) Privately-owned vehicles when on official Government business or when performing any work for or on behalf of the Government.

(2) Conduct workplace safety initiatives in a manner commensurate with the size of the business, such as-

(i) Establishment of new rules and programs or re-evaluation of existing programs to prohibit text messaging while driving; and

(ii) Education, awareness, and other outreach to employees about the safety risks associated with texting while driving.

(c) Subcontracts. The Contractor must insert the substance of this clause, including this paragraph (c), in all subcontracts that exceed the micro-purchase threshold, other than subcontracts for the acquisition of commercially available off-the-shelf items.

13.3 CONFLICT OF INTEREST

Any potential conflicts of interest must be addressed by the contractor in writing. If specific ones are known prior to start of work, documentation concerning it must be provided to the

Government and addressed via an OCI Mitigation Plan submitted for review.

13.3.1 ORGANIZATIONAL CONFLICT OF INTEREST

The offeror’s attention is directed to FAR Subpart 9.5, Organizational Conflicts of Interest. Any potential conflict of interest issues will be considered prior to award of the work to be performed.

13.3.2 NOTIFICATION OF ORGANIZATIONS CONFLICTS OF INTEREST

It is the Department of Transportation's (DOT) policy to award contracts to only those offerors whose objectivity is not impaired because o f any related past , present, o r planned interest, financial or otherwise, in organizations regulated by DOT or in organizations whose interests may be substantially affected by Departmental activities, based on this policy:

An organizational conflict of interest means that because of other activities or relationships with other persons or entities, a Contractor is unable, or potentially unable to render impartial assistance o r advice to the Government, o r the Contractor's objectivity in performing t h e contract work is, or might be otherwise impaired, or the Contractor has an unfair competitive advantage. Organizational Conflict of interest includes situations where the capacity of a Contractor (including the Contractor's executives, directors, consultants, subsidiaries, parent companies or subcontractors) to give impartial, technically sound advice or objective assistance is or may be impaired or may otherwise result in a biased work product because of any past, present or planned interest, financial or otherwise, in organizations regulated by or assisted by DOT or in organizations whose interest may be substantially affected by Departmental activities.

b. The Contractor is responsible for maintaining and providing up-to-date conflict of interest information to the Contracting Officer. If, after award of this contract or task order, the

Contractor discovers a conflict of interest with respect to this contract or task order which could not reasonably have been known prior to award, or if any additional conflicts or potential conflicts arise after award, the Contractor shall give written notice to the

Contracting Officer as set forth below.

c. The Contractor's notice called for in paragraph (b) above shall describe the actual, apparent, or potential conflict of interest, the action(s) the Contractor has taken or proposes to take to avoid or mitigate any conflict, and shall set forth any other information which the

Contractor believes would be helpful to the Contracting Officer in analyzing the situation.

d. The Contractor has the responsibility of formulating and forwarding a proposed mitigation plan to the Contracting Officer, for review and consideration. This responsibility arises when the Contractor first learns of an actual, apparent, or potential conflict of interest.

Corporate counsel review of the proposed mitigation plan is necessary to ensure a timely review and final determination by the contracting officer.

e. If the Contracting Officer in his/her discretion determines that the Contractor's actual, apparent, or potential conflict of interest remains, or the measures proposed are insufficient to avoid or mitigate the conflict, the Contracting Officer will direct a course of action to the Contractor designed to avoid, neutralize, or mitigate the conflict of interest. If the parties fail to reach agreement on a course of action, or if having reached such agreement the

Contractor fails t o strictly adhere to such agreement during t he remaining period of contract performance, the Contracting Officer has the discretion to terminate the contract for default. No determination or decision by the Contracting Officer under this clause shall be reviewable under FAR Clause 52.233-1, "Disputes Clause (JUL 2002)," which is also incorporated by reference herein.

f. The Contractor's misrepresentation of facts in connection with a conflict of interest reported or a Contractor’s failure to disclose a conflict of interest as required shall be a basis for default termination of this contract.

g. The Contractor shall inform the Contracting Officer within thirty (30) calendar days of the effective date of any corporate mergers, acquisitions, and/or divestures that may affect this provision.

h. The Contractor is prohibited from submitting qualifications, bids, proposals, offers, solicitations, or similar documents to the Grantee it is reviewing/providing technical assistance during the contract and task order performance periods.

i. Management of conflicts of interest by the Contractor will be a part of performance evaluations.

13.3.3 NOTIFICATION OF CONFLICT OF INTEREST REGARDING

CONTRACTOR'S PERSONNEL

a. In addition to the requirements of contract clause above entitled "Organizational Conflicts of

Interest," the following provisions with regard to employee personnel performing under this contract shall apply until the earlier of the following two dates: the termination date of the affected employee(s) or the expiration date of the contract.

b. The Contractor agrees to notify immediately the COR and the Contracting Officer of (1) any actual or potential personal conflict of interest with regard to any of its employees working on or having access to information regarding this contract, or (2) any such conflicts concerning subcontractor employees or consultants working on or having access to information regarding this contract, when such conflicts have been reported to the Contractor. A personal conflict of interest is defined as a relationship of an employee, subcontractor employee, or consultant with an entity that may impair the objectivity of the employee, subcontractor employee, or consultant in performing the contract work.

c. The Contractor agrees to notify the COR and Contracting Officer prior to incurring costs for that employee's work when an employee may have a personal conflict of interest. In the event that the personal conflict of interest does not become known until after performance on the contract begins, the Contractor shall immediately notify the Contracting Officer of the personal conflict of interest. The Contractor shall continue performance of this contract until notified by the Contracting Officer of the appropriate action to be taken.

d. The Contractor agrees to insert in any subcontract or consultant agreement placed hereunder provisions which shall conform substantially to the language of this clause, including this paragraph (d), unless otherwise authorized by the Contracting Officer.

13.4 NON-DISCLOSURE/NON-USE AGREEMENT

The contractor shall ensure that a Non-Disclosure Statement is signed by all staff assigned to or performing on this Contract before performing any work, including all subcontractors etc. The contractor shall also ensure that all staff understand and adhere to the terms of the non-disclosure statement, protecting the procurement sensitive information of the Government and the proprietary information of other contractors.

13.5 CONTRACTOR EMPLOYEES

The contractor shall ensure that contractor personnel identify themselves as contractors when attending meetings, answering Government telephones, providing any type of written correspondence, or working in situations where their actions could be construed as official

Government acts.

13.6 QUALITY ASSURANCE

The Government intends to do quality assurance to monitor the quality of the contractor’s performance. The oversight provided for in the order and by the Government’s monitoring, will help to ensure that service levels reach and maintain the required levels throughout the contract term. Further, the Government’s quality assurance monitoring will provide the COR with a proactive way to avoid unacceptable or deficient performance, and provides verifiable input for the required Past Performance Information Assessments. Thus, the contractor must ensure that deliverables meet the Government’s acceptance.

13.7 INTERIM, POST AWARD EVALUATION AND CONTRACTOR PERFORMANCE

1. Contractor Performance Evaluations

Interim and final evaluations of contractor performance will be prepared on individual orders over the simplified acquisition threshold, in accordance with FAR

42.15. The final performance evaluations will be prepared as soon as possible after completion of all required work on a Contract.

Interim and final evaluations will be provided to the contractor for review and comment through the Contractor Performance Assessment Report System (CPARS) as soon as practicable after completion of the evaluation. The contractor may elect to review the evaluation and submit additional information or a rebuttal statement within thirty days. Any contractor response is voluntary.