Stantec Contract book.pdf

Highway and/or Bridge Design Engineering Services, EFLHD

SOLICITATION NUMBER: 693C7320R000004

CONTRACT NUMBER: 693C7321D000006

MAIN TABLE OF CONTENTS

CONTRACT BOOK

PART I - THE SCHEDULE

SECTION TITLE

A Solicitation/Contract Form (SF-252) B Supplies or Services and Prices/Costs C Description/Specifications/Statement of Work E Inspection and Acceptance F Deliveries and Performance G Contract Administration Data H Special Contract Requirements

PART II - CONTRACT CLAUSES

I Contract Clauses

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

J List of Attachments Corporate Certificate Subcontracting Plan

ARCHITECT-ENGINEER CONTRACT

1. CONTRACT NO.

693C7321D000006

2. EFFECTIVE DATE

3a. NAME OF ARCHITECT-ENGINEERING FIRM Stantec Consulting Services Inc.

3b. TELEPHONE NO. (include Area Code) 301-220-1887

3c. ADDRESS OF ARCHITECT-ENGINEERING FIRM (include ZIP code) 6110 Frost Place, Laurel, MD 20707-2927

CONTRACT ADMINISTRATOR NAME AND MAILING ADDRESS:

Michael A. Retton, 6110 Frost Place Laurel, MD 20707-2927

DUNS NO.: 078731367

4. DEPARTMENT OR AGENCY AND ADDRESS (include ZIP code)

Federal Highway Administration Eastern Federal Lands Highway Division 22001 Loudoun County PKWY

Ashburn, Virginia 20147

5. PROJECT TITLE AND LOCATION

The Federal Highway Administration (FHWA), Eastern Federal Lands Highway Division (EFLHD), anticipates awarding multiple award, Indefinite Delivery, Indefinite Quantity Contracts (IDIQCs) for Highway and/or Bridge Design And Engineering Services and for other Engineering, Planning, and Architectural Services for Construction projects predominantly associated with Federal Land Management agencies (National Park Service, U.S. Forest Service, Fish and Wildlife Service, etc.)

within the continental United States and its territories. The intent is for these contracts to be used by Eastern, Central, and Western Federal Lands Highway Division offices.

6. CONTRACT FOR (General description of service to be provided)

An Indefinite Delivery, Indefinite Quantity Contract to Provide Professional Engineers and Associated Occupational Specialties to Highway &/or Bridge Design & Engineering Services for the EFLHD.

NAISC CODE: 541330

7. CONTRACT AMOUNT (Express in words and 2figures)

The Contractor’s-Fixed Price Rates Are Contained in Section B. The minimum guaranteed contract amount is $100,000.00 over the life of the contract and the estimated total shared-contract amount is $80,000,000.

8. NEGOTIATION AUTHORITY

SF 252 is prescribed for use in awarding fixed-price contracts for architect-engineer services, as specified in 36.702(a). Pending issuance of a new edition of the form, Block 8, Negotiation Authority, is deleted.

9. ADMINISTRATIVE, APPROPRIATION, AND ACCOUNTING DATA:

SEE INDIVIDUAL TASK ORDERS

NSN: 7540-01-152-8072 252-102 STANDARD FORM 252 (REV. 10-83)

PREVIOUS EDITION NOT USABLE Prescribed by GSA FAR (48 CFR) 53.236-2(a)

04/12/2021

10. The United States of America (called the Government) represented by the Contracting Officer Executing this contract, and the Architect- Engineer agree to perform this contract in strict accordance with the clauses and the documents identified as follows, all of which are made a part of this contract:

Highway &/or Bridge Design & Engineering Services Indefinite Delivery/Indefinite Quantity Contracts (IDIQC)

PART I - THE SCHEDULE

SECTION A - Solicitation/Contract Form SECTION B - Supplies or Services and Prices/Costs SECTION C - Description/Specifications/Statement of Work SECTION E - Inspection and Acceptance SECTION F - Deliveries and Performance SECTION G - Contract Administration Data SECTION H - Special Contract Requirements

PART II - CONTRACT CLAUSES

SECTION I - Contract Clauses

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

SECTION J – Corporate Certificate and Subcontracting Plan

If the parties to this contract are comprised of more than one legal entity, each entity shall be jointly and severally liable under this contract. The parties hereto have executed this contract as of the date recorded in Item 2.

SIGNATURES NAMES AND TITLES (Typed)

11. ARCHITECT-ENGINEER OR ANOTHER PROFESSIONAL SERVICES CONTRACTOR

A Michael Retton, PE, PS Senior Principal

B

C

D

12. THE UNITED STATES OF AMERICA

CONTRACTING OFFICER

STANDARD FORM 252 BACK (REV. 10-83)

SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

CONSIDERATION AND PAYMENT

The minimum guaranteed contract amount is $100,000.00 over the life of the contract and the estimated total shared-contract amount is $80,000,000.

A. Cost Control. The Government will pay the Contractor for the full performance of the services required under the terms of each individual negotiated Task Order. This payment will be considered full compensation for the services required to complete the Task Order, including all profit and other costs incurred. The rates shown in this section will be in effect for the one-year base period and four one-year option periods, if exercised. The rates for years 2 through 5 include an annual cost of living escalation. Costs shall be subject to Government surveillance, including audit, and effective cost controls. All costs must be allocable, allowable, and reasonable as defined by the Federal Acquisition Regulation (FAR).

The labor rates that are effective at the issuance of a Task Order will remain effective throughout the duration of that Task Order and will apply to all Contract Modifications issued for the Task Order. The salary rates for a Task Order will not be adjusted for cost of living if the contract year changes during the duration of the Task Order.

B. Schedule of Fees. The following costing items are incorporated as part of the IDIQC:

1. Travel costs will be reimbursed in accordance with FAR 31.205-46 and the Federal Travel Regulation; at the applicable rates, current on the date that each individual Task Order negotiations are initiated. The negotiation initiation date will be the date of the Request for Proposal (RFP) letter from the Contracting Officer.

2. The contract labor rates will be a firm-fixed-price per contract period. The firm-fixed price of each Task Order will be based on types of labor categories required along with the number of labor hours negotiated for each labor category times the labor rate for the current contract period including the other cost factors as follows:

Labor Costs (Sum of negotiated hours x basic hourly rates) + Overhead (Labor x overhead factor) + Profit + General & Administrative (G&A) + Other Direct Costs (If any, and as negotiated) + Travel costs (Negotiated number of trips at the current Government rates.)

3. Labor categories, hourly rates, and other direct costs:

CONTRACT LABOR RATES (PER HOUR)

Escalation fee not to exceed 4% per year Escalation Fee 3.5%

Position Base Option Period 1

Option Period 2

Option Period 3

Option Period 4

6 Month Extension

Principal $ 104.69 $ 108.36 $ 112.15 $ 116.07 $ 120.14 $ 124.34 Project Manager $ 78.21 $ 80.95 $ 83.78 $ 86.72 $ 89.75 $ 92.89 Sr. Engineer/Architect/Lead Designer/Professional/Environmental Scientist

$ 74.02 $ 76.61 $ 79.29 $ 82.07 $ 84.94 $ 87.92

Associate Engineer/Architect/Lead Designer/Professional/Environmental Scientist

$ 49.97 $ 51.72 $ 53.53 $ 55.40 $ 57.34 $ 59.35

Jr. Engineer/Architect/Lead Designer/Professional/Environmental Scientist

$ 37.74 $ 39.06 $ 40.43 $ 41.85 $ 43.31 $ 44.83

Team Leader $ 71.98 $ 74.50 $ 77.11 $ 79.81 $ 82.60 $ 85.49 Quality Control Engineer /Professional $ 90.20 $ 93.36 $ 96.63 $ 100.01 $ 103.51 $ 107.13

Registered Surveyor $ 59.20 $ 61.28 $ 63.42 $ 65.64 $ 67.94 $ 70.32 Three (3) Person Survey Party (Chief, 1-Instr Tech, 1-Rodman) $ 78.22 $ 80.95 $ 83.79 $ 86.72 $ 89.75 $ 92.90

Two (2) Person Survey Party (Chief, 1-Instr Tech) $ 59.00 $ 61.06 $ 63.20 $ 65.41 $ 67.70 $ 70.07

One (1) Person Survey Party (Chief) $ 35.30 $ 36.53 $ 37.81 $ 39.14 $ 40.51 $ 41.92 CADD/Technical Support $ 38.36 $ 39.71 $ 41.10 $ 42.54 $ 44.02 $ 45.56 Clerical (if needed) $ 32.14 $ 33.27 $ 34.43 $ 35.63 $ 36.88 $ 38.17

Contractors may add or modify positions as required.

Other Direct Costs Unit Cost

Overhead factor shall be: ____%. (G&A): _______% or a combined Overhead/G&A: 158.05%

Profit factor is to be negotiated per individual Task Order not to exceed 10% and is/will be based on level of effort.

Travel (mileage) and per diem costs shall conform to Government travel regulations.

End of Section B

SECTION C

STATEMENT OF WORK

Definitions & Acronyms.

AASHTO - American Association of State & Highway Transportation Officials.

ASTM - American Society for Testing & Materials.

Contractor - The Architect-Engineer firm awarded the contract to perform the professional services described in this contract document.

Contracting Officer (CO) - The person who has the authority to enter, administer, and/or terminate contracts and make related determinations and findings.

Contracting Officer's Representative (COR) - The person who has the authority to give the Contractor technical direction only. The COR does not have the authority to change the terms and conditions of the contract or to give directions that incur additional cost.

Deliverable Items - Items that the Contractor provides to the Government under the terms of the contract, and/or the individual Task Orders; such as reports, documents, plans, maps, test results, computer disk or CD’s and any other specified items. These items are usually subject to acceptance and/or approval by the CO or COR.

FAR - Federal Acquisition Regulation.

Government - The Eastern Federal Lands Highway Division (EFLHD) of the Federal Highway Administration (FHWA) of the United States Department of Transportation.

IDIQC - Indefinite Delivery, Indefinite Quantity Contract - Contract Type.

NAICS - North American Industry Classification System Code. Determines business size (Large/Small). The classification code for this contract action is 541330.

Option Period/Year - One contract period that is 12 months in length.

Statement of Work (SOW) - The detailed description of the project or elements of work, and an outline of the services required, responsibilities of the parties, and other information necessary to complete the contract work.

TAR - Transportation Acquisition Regulation.

Task Order - An individually funded order with its own unique SOW issued against the basic contract SOW, terms and conditions, to carry out a specific project for the Government.

Each Task Order will be awarded in accordance with FAR 16.500(d) and the evaluation procedures in FAR 36.6. A Statement of Work shall be issued for each individual Task Order. Evaluation factors will be provided for each individual Task Order when and if competed.

STATEMENT OF WORK

A. Purpose.

This IDIQC is to provide Highway and/or Bridge Design and Engineering Services and for other Engineering, Planning, and Architectural Services for Construction projects predominantly associated with Federal Land Management agencies (National Park Service, U.S. Forest Service, Fish and Wildlife Service, etc.) within the continental United States and its territories.

B. Location.

The Eastern Federal Lands Highway Division areas of responsibilities for this contract are all 50 states as well as US territories. The Contractor shall make every effort to locate potential personnel in the project area to eliminate per diem costs. If personnel cannot be located in the project area, the Contractor will receive per diem in accordance with standard GSA per diem rates. These rates can be found at: https://www.gsa.gov/travel/plan-book/per-diem-rates.

C. Contract work to be performed.

1. Types of Work. The exact work to be done on an individual project will be defined in the Statement of Work (SOW) issued with each Task Order. The work will be highway and/or bridge design and related engineering services. The secondary work will include geotechnical, hydraulics and hydrology, survey and mapping, traffic and safety engineering, structural engineering, planning, value engineering, environmental compliance, landscaping, architectural and architecturally related services and other engineering services as may be required.

2. Specification and Standards. Specifications and standards shall be as defined in the manuals and as supplemented in the Task Orders.

3. Government-Provided Data.

a. Federal Lands Highway Project Development and Design Manual.

b. Eastern Federal Lands Highway Division, GEOTECHNCIAL DATA TEAM, Final

Report.

c. Standard Specification for Construction of Roads and Bridges on Federal Highway

Projects, FP-03 (Metric Units or U.S. Customary Units).

d. FHWA Construction Manual

e. The plans, specifications and other necessary data, will be provided in the SOW with each individual Task Order.

D. Program Management and Control Requirements.

1. Personnel. The Contractor shall provide personnel qualified in Transportation Planning, Pavement Design, Performance Management, Traffic Monitoring, Safety Reports & Studies, and Asset Management. As part of this IDIQC the Contractor agrees to utilize the personnel listed in the SF-330 that was agreed to during the negotiation of this contract. If at any time the Contractor is unable to use the personnel specified, it shall request approval from the CO, to use other personnel. To obtain CO approval, the Contractor shall request the substitution in writing (on company letterhead) and provide resumes for the new individuals, for the review of the CO.

2. Quality Control. The Contractor is expected to perform in a professional manner and all work shall be neat, well organized, fully comply with the requirements of the IDIQC and Task Orders, and meet the specified accuracy requirements. The FHWA will reject any data submitted that does not comply with the above. The FHWA will decide when the data and services have fully met the project requirements. The Contractor will not be paid for insufficient work.

E. Reporting Requirements and Deliverables. The required deliverables and specific due dates for Government receipt of deliverables will be defined in each individual Task Order.

F. Initiation of a Task Order.

1. Request for Proposal. Upon selection of a specific project, the Government will issue a Request for Proposal (RFP) letter to the Contractor for a Task Order containing the project name, description, and location; a Statement of Work; and completion schedule. The Contractor’s response to the proposal shall include the following:

a. Names of the all-key personnel to be assigned to the Task Order.

b. Name of the person who will be the liaison on behalf of the Contractor for the Task Order. This person will be the COR’s sole contact with the Contractor for all matters concerning the Task Order.

c. Proposed schedule of work.

d. Fee Proposal using the salary, overhead, and travel rates contained in the Contract. The proposal shall show total direct labor costs by listing the work hours for all personnel and multiplying them by the appropriate contract salary rates; overhead and costs using the contract rates; the total travel costs; and other direct costs, if any, that are not included in the Contractor’s overhead rate. The Contractor shall use the exact fee proposal worksheets (format & cost break out) provided by the Government when submitting its proposal and it shall be provided in both hardcopy (with original signatures) and electronically using Microsoft Excel. Should the Contractor deem it necessary to expand on the number of tasks, or sub-tasks, shown on the Governments original request, the Contractor shall submit an additional separate proposal for the Governments review. The Excel formulas used by Contractor shall be viewable.

2. Negotiations. Upon receipt and review of the Contractor’s proposal, the Government will schedule negotiations, if necessary, to clarify the SOW, discuss the proposed mix of personnel, the number of work hours needed, and any other associated proposed costs to establish the final price for the Task Order.

3. Issuance of Task Order. Following the negotiations, if any, and the Government’s acceptance of the Contractor’s proposal, the Government will provide written notification of the issuance of the Task Order. The Contractor shall begin the required work as indicated by the Government upon the issuance of a written "Notice to Proceed" from the COR.

G. Completion of an Individual Task Order.

1. The Government will compensate the Contractor the fixed price amount agreed to for the said Task Order upon the satisfactory completion and acceptance, see Section E.

2. Payments will be made upon approval of the submittals/deliverables by the COR, in strict accordance with the applicable FAR Clauses, see Section G.

End of Section C

SECTION E

INSPECTION AND ACCEPTANCE

A. INSPECTION.

All work included in this Contract, any subsequent Task Orders, the Contractor's books, records, or place of business, may be subject to inspection during normal working hours by the CO, the COR, or other Government employees authorized by the CO, including representatives of the Defense Contract Audit Agency, which has audit authority for FHWA. Also, see the Inspection Clause in Section I.

B. ACCEPTANCE.

Acceptance of all material, work and documentations will be made by the CO, or COR, unless otherwise noted in the contract or Task Order. Acceptance will occur when the CO, or COR, is satisfied that all work and documentation required by the basic Contract and/or Task Order has been received and satisfactorily completed.

52.246-4 Inspection of Services-Fixed-Price (Aug 1996)

(a) Definition. “Services," as used in this clause, includes services performed, workmanship, and material furnished or utilized in the performance of services.

(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the 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 services called for by the contract, to the extent practicable at all times and places during the term of the contract. The Government shall perform inspections and tests in a manner that will not unduly delay the work.

(d) If the Government performs inspections or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish, and shall require subcontractors to furnish, at no increase in contract price, all reasonable facilities and assistance for the safe and convenient performance of these duties.

(e) If any of the services do not conform with contract requirements, the Government may require the Contractor to perform the services again in conformity with contract requirements, at no increase in contract amount. When the defects in services cannot be corrected by reperformance, the Government may-

(1) Require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and

(2) Reduce the contract price to reflect the reduced value of the services performed.

(f) If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with contract requirements, the Government may-

(1) By contract or otherwise, perform the services and charge to the Contractor any cost incurred by the Government that is directly related to the performance of such service; or

(2) Terminate the contract for default.

(End of clause)

End of Section E

SECTION F

DELIVERIES AND PERFORMANCE

A. PERIOD OF PERFORMANCE.

This contract is effective on the date shown in Block 2 of the cover page (SF 252) with an initial duration of 1 year and the minimum guaranteed contract amount is $100,000.00 over the life of the contract. The Government may exercise the option to extend the contract for four additional 1-year periods. The CO will issue a modification to the Contractor if the Government exercises the option. Unless terminated or changed in accordance with Clauses 52.243-1 and 52.249-7, the Contractor shall complete all work under this contract in accordance with the time lines in the SOW for each individual Task Order. Task Orders issued under this IDIQC will be for a specific project and will be in effect for if the services are needed on that project, even if the requirement concludes after the IDIQC ending date.

B. DELIVERIES.

Unless otherwise specified, all deliveries shall be submitted to the COR at the following address:

Federal Highway Administration Eastern Federal Lands Highway Division, 22001 Loudoun County Parkway, Ashburn, VA 20147

Deliverables may include Progress Reports, Inspection Reports, Load Rating calculations, Drawings, Plans, Test Results or any other supporting documentation and data required to produce the preceding items or as required by the FHWA. Submission and receipt of deliverables does not constitute acceptance.

End of Section F

SECTION G

CONTRACT ADMINISTRATION DATA

A. CONTRACTING OFFICER'S REPRESENTATIVE (COR).

The COR will be designated in writing with the issuance of each individual Task Order. The Contractor will be provided a copy of the designation along with a statement of the COR's responsibilities and limitations. Changes in the COR designation can only be made by the Contracting Officer (CO) and will be done in writing. The COR shall be responsible for providing technical guidance to the Contractor for all, or a specified portion, of the Task Order. The Contractor shall comply with the technical guidance received from the COR. If the Contractor considers such guidance to be a change in the terms and conditions of this contract or a specific Task Order, the Contractor shall immediately contact the CO. See FAR Clause 52.243-1, Alt. III, sub-paragraph (f), proceeding with work without proper contractual coverage could result in non-payment for the work performed.

CONTRACTING OFFICER

FHWA – Eastern Federal Lands Highway Division 22001 Loudoun County Parkway, Ashburn, VA 20147

(703) 404-6205

B. DIRECTION.

No oral statement of any person whatsoever, including the COR, and no written statement of any person other than the CO, shall modify or otherwise affect the terms and conditions of this contract or any subsequent Task Orders issued under this contract. The Contractor agrees that it shall not rely on the statement of any person other than the CO for the interpretation of this Contract or Task Order. The Contractor shall immediately notify the CO if any attempt is made to alter the terms and conditions of this contract or any Task Orders issued against it. See FAR Clause 52.243-1, Alt. III, sub-paragraph (f), proceeding with work without proper contractual coverage could result in non-payment for the work performed.

C. INVOICING.

This contract incorporates the following clause in full text: iSupplier Clause G.9 INVOICES

End of Section G

SECTION H

SPECIAL CONTRACT REQUIREMENTS

PROFESSIONAL STAFFING. Registered professional engineers are required to perform or approve the work done under this Contract. The Contractor agrees to assign the professional staffing indicated on the SF 330 forms and shown in Key Personnel And / Or Facilities below. All professional phases of the work required shall be performed by personnel approved by the CO as being qualified professionally for the work concerned. Personnel changes will not require a contract modification.

Fill in required data below.

Key Personnel and/or Facilities

(a) The personnel and/or facilities as specified below are considered essential to the work being performed hereunder 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 and/or facilities, as appropriate.

(b) In the event the Contractor finds it necessary to replace any of the assigned personnel during the performance of the Contract, prior to removing, replacing, or diverting any of the specified individuals or facilities, the Contractor shall notify the CO, in writing a minimum of 7 working days before the replacement is to occur, and receive consent from, the Contracting Officer reasonably in advance of the action and shall submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on this contract.

(c) No diversion shall be made by the Contractor without the written consent of the Contracting Officer.

The Contracting Officer may ratify, in writing, the change and such ratification shall constitute the consent of the Contracting Officer required by this clause.

The Key Personnel and/or Facilities under this Contract: (specify key personnel and/or facilities)

Principal Mike Retton Gregory Edwards Richard Sutherland Bimal Patel

Project/Task Manager Brian Karczewski Matt Martin Liz Estes Kathy Walsh Michael Lindgren Juan Restrepo Gary Santy

Sr Engineer/Architect/Lead Designer/Professional/Environmental Scientist David Clark Caroline Cunningham Amir Abd El Halim Richard Gaines Adriana Jaegerman Julie Hartman Jan Hansen Robert Milstead Jeff Simmons Brian O'Mara Joan Glynn Rand Postell Brian Lee Afsaneh Tehrani Nikoo Roger Windschitl Ron Link Doug Beisch Silvia Beltre Michael Keeler Ed Blackmon John Wiser Juan Bolivar Gene Davis Nicole Carter Andrea Dvorak-Grantz Patrick Leung Christa Greene Tim Vavra Peter Josefchak Bob Campbell

The Key Personnel and/or Facilities under this Contract: (specify key personnel and/or facilities) Brian Aldridge Stan Harris Jeffrey Grob Mark Litkenhus Adam Catherine Rob Stout Bob Cody Brain Shea Cindy Hall Lindsay A Grissom Alan Arnold Bruce K Johnson David Creighton

Associate Engineer/Architect/Lead Designer/Professional/Environmental Scientist Leanne Whiteley-Lagace Matt Davis Anne Marie Edden Kathleen Dahill Trey Dykstra Gregor Fahrendorf Fernando Benitez Devin Kennedy Megan McCollough Carolyn Keeler Michelle Garrigan John E Sekerak, Jr Mark Butler Crystal Clark Karim Alamdari Siahkoohi Pete McRae John Little Dan Saltsman

Jr. Engineer/Architect/Lead Designer/Professional/Environmental Scientist Andrew Aguilar David Marihugh Gina Arnett Shelby Olsen Ines Alaoui Ismaili Bijal Patel Paul Durham Tom Walsh Michael Leonard

Team Leader Aaron Cook Amanda Ludlow Tom Fidler Tim Merritt Jan Hansen Dennis Reip Brian Lintgen Gary Santy Theresa Maahs-Henderson Daniel Taylor Brain Karczewski Mike Chamberland Daniel Proctor Gregor Fahrendorf Tommy Dudeck Doug Li Michael Lindgren Matt Martin Maureen O'Brien-Pitts Michael Perry Brian Shea Kathy Walsh Tony Hunley Steve Zeender George Bogue Marianela Garcia Aleece D'Onofrio Janette Oliveros Greg Goyette Juan Restrepo Peter Greenberg Brook Wolfe

Quality Control Engineer/Professional Joe Sullivan

Registered Surveyor Chris Adams Charles Karat John Gustafson Bruce Beavers

Three-, Two-, and One-Person Survey Party

As Assigned by Region CADD Technical Support

Gabe Cimini James Hale Marc Pearson Matt Wagoner Jodi Rano Marc Dean

Clerical Robin Blackburn Jocelyn Butler Tammy McNair Donna Ruggieri Pamela Colvin Nancy Shipley

Contractor’s may add positions if they are required.

CERTIFICATION OF DRAWINGS AND OTHER DOCUMENTS.

The Contractor's representative shall, as requested by the COR, sign their documents and reports under that person’s printed name and over the affixed replica of his professional seal or his registration certificate number, including the State or jurisdiction of issuance.

RELEASE OF INFORMATION.

The Contractor agrees not to divulge or release any information developed or obtained in the performance of this Contract concerning the details of performance or any possible construction based on the results thereof (including but not limited to plans, specifications, location, time, or estimated cost of construction), except to authorized Government personnel or upon the prior approval of the Contracting Officer. This requirement is further defined in TAR Clause 1252.242- 72.

RIGHTS IN DATA - PUBLICATION.

All rights, including publication rights, in data developed by the Contractor's in the performance of this Contract, shall vest in the Federal Highway Administration. The Contractor shall not publish or cause to be published any of such data without the written permission of the Contracting Officer.

COOPERATION WITH OTHER GOVERNMENT AGENCIES AND CONTRACTORS.

Without written approval, the Contractor's personnel will not to interact with any representative of any other Government Agency, Government Contractor, Construction Contactor, or with the general public while performing the work of this Contract. Formal dealings between the Contractor and personnel of other Governmental agencies or other Contractors of the Government shall be coordinated with and conducted through the COR.

ORDER OF PRECEDENCE. The Contract Clauses and Special Instructions are intended to be complimentary. In the event of any inconsistency in the Contract, the inconsistency shall be resolved by giving precedence in the following order:

1. Contract Clauses, 48 CFR, Chapter 1 (Federal Acquisition Regulations)

2. Contract Clauses, 48 CFR, Chapter 12 (Transportation Acquisition Regulations)

3. Section H - Special Contract Requirements

HOLD HARMLESS AND INDEMNIFICATION AGREEMENT.

The Contractor shall hold harmless and indemnify the Government against any and all liability, claims, and costs of whatsoever kind in nature for injury to or death of any person or persons and for loss or damage to any property occurring in connection with, in any way incident to, or arising out of the occupancy, use, service, operations, or performance of work under terms of this Contract, resulting in whole or in part from the negligent acts or omissions of the Contractor, and any subcontractor, or any employee, agent or representative of the Contractor or subcontractor.

ISSUANCE OF TASK ORDERS

Firm-Fixed-Price task orders may be issued under this contract. It is anticipated that Firm-Fixed Price task orders will be used where work can be clearly defined.

As work requirements materialize, within the period of performance set forth herein, the CO will direct the Contractor to perform work as generally described in Section C. The CO will issue such directions to the Contractor in the form of a Task Order (TO).

Except as specifically provided herein, the Government makes no representation as to the number of TOs or the actual amount of work that will be assigned. The Contractor shall not perform any work nor incur any cost until it receives a specific TO signed by the CO.

Firm-Fixed-Price task orders shall be awarded by one of two methods allowable per FAR 16.505(b):

Contracting Officer (CO) determination and competition method. The method to be used will be determined by the CO for each TO.

CO DETERMINATION METHOD

1. The CO determines that the work must be procured from only one IDIQ holder and documents the file citing reasons why the firm was selected and why fair opportunity was not provided to all IDIQ contract holders for example, a logical follow-on award or an exception as stated in FAR 16.505(b)(2).

2. The CO sends a Request for Proposal (RFP) to the selected Firm.

3. Within the timeframes established in the RFP the Firm provides a price proposal to the Government with the following:

(1) Proposed changes to the Statement of Work.

(2) A price proposal based on the loaded hourly rates and travel rates contained within the contract.

The proposal must show work hours, contract rates, and total direct labor costs for each personnel classification. Total travel costs must be broken into per diem, mileage, and other factors, and be based on the current government rates. Other direct costs not included in overhead should be listed and justified with the appropriate back-up data.

4. The CO reviews the proposal and schedules a level of effort discussion or proceeds with negotiations as necessary.

5. The negotiation determines the finalized scope of work, personnel, period of performance and establishes the Firm-Fixed Price.

6. In the event the Government cannot negotiate a fair and reasonable price for the work to be performed, the Government will terminate negotiations and proceed to negotiate with a different IDIQ contract holder. This selection process will be followed until the Government negotiates a fair and reasonable price with an IDIQ contract holder.

COMPETITION METHOD

1. The CO sends the RFP to all IDIQ holders with selection criteria defined in the RFP.

2. All contract holders that choose to respond will provide a technical proposal and a price proposal to the Government within the timeframe established in the RFP.

3. The Government reviews the technical proposals and selects the most qualified firm based on the Technical qualifications stated in the RFP.

4. The Government opens the price proposal of the most qualified firm and proceeds with negotiations.

5. In the event the Government cannot negotiate a fair and reasonable price for the work to be performed, the Government will terminate negotiations and proceed to negotiate with the second most qualified firm.

6. This selection process will be followed until the Government negotiates a fair and reasonable price for the work.

TYPE OF CONTRACT

This is an IDIQ contract in accordance with FAR 16.202, Firm-fixed-price contracts. TOs will be negotiated on a firm-fixed-price basis.

End of Section H

PART II

SECTION I

CONTRACT CLAUSES

Updated thru FAC 2020-08 on 08/13/2020

52.252-2 Clauses Incorporated by Reference (Feb 1998)

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

https://www.acquisition.gov/content/regulations https://usdot.sharepoint.com/sites/TAM

(End of Clause)

The following Federal, and Transportation, Acquisition Regulation CLAUSES are included by REFERENCE only:

NUMBER

CLAUSE CLAUSE TITLE CLAUSE

DATE

52.202-1 Definitions June-20 52.203-3 Gratuities Apr - 84 52.203-5 Covenant Against Contingent Fees May-14 52.203-6 Restrictions on Subcontractor Sales to the Government Jun 2020 52.203-7 Anti-Kickback Procedures Jun-20 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity May-14 52.203-10 Price or Fee Adjustment for Illegal or Improper Activity May-14 52.203-12 Limitation on Payments to Influence Certain Federal Transactions June - 20 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT Jun-20 52.203-14 DISPLAY OF HOTLINE POSTER(S) Jun-20

52.203-17 Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights Jun-20

52-204-4 Printed or Copied Double-Sided on Recycled Paper May 2011 52.204-7 SYSTEM FOR AWARD MANAGEMENT Oct-18 52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards Jun-20 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE Oct-18 52.204-14 SERVICE CONTRACT REPORTING REQUIREMENTS Oct-16 52.204-16 COMMERCIAL AND GOVERNMENT ENTITY CODE REPORTING Aug-20 52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE Aug-20 52.204-19 Incorporation by Reference of Representations and Certifications Dec-14 52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS Jun-16

52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities Jul-18

52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment Aug 2020

52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH

CONTRACTORS DEBARRED, SUSPENDED OR PROPOSED FOR DEBARMENT Jun 2020

52.209-10 Prohibition on Contracting with Inverted Domestic Nov-15 52.215-2 Audit and Records-Negotiation Jun 2020 52.215-8 Order of Precedence – Uniform Contract Format Oct 1997 52.215-10 Price Reduction for Defective Cost or Pricing Data Aug 2011 52.215-11 Price Reduction for Defective Cost or Pricing Data - Modifications Jun 2020 52.215-12 Subcontractor Cost or Pricing Data Jun 2020 52.215-13 Subcontractor Cost or Pricing Data – Modifications Jun 2020 52.215-15 Pension Adjustments and Asset Reversions Oct 2010 51-215-17 Waiver of Facilities Capital Cost of Money Oct 1997

52.215-18 Reversion or Adjustment of Plans for Post-Retirement Benefits (PRB) Other Than Pensions Jul 2005 52.215-19 Notification of Ownership Changes Oct 1997 52.215-21 Alt I Req. for Cost or Pricing Data or Info. Other Than Cost or Pricing Data-Modifications. Alt. (Oct 2010) Jun 2020 52.217-2 Cancellation Under Multi-Year Contracts Oct 1997 52.219-8 Utilization of Small Business Concerns Oct -18 52.219-9 Alt II Small Business Subcontracting Plan Jun 2020 52.219-16 Liquidated Damages-Subcontracting Plan Jan 1999 52.222-3 Convict Labor Jun 2003 52.222-4 CONTRACT WORK HOURS AND SAFETY STANDARDS -- OVERTIME COMPENSATION May-18 52.222-20 Contracts for Materials, Supplies, Articles, and Equipment Exceeding $15,000. Jun 2020 52.222-21 Prohibition of Segregated Facilities Apr-15 52.222-26 Equal Opportunity Sep-16

52.222-35 Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, & Other Eligible Veterans Jun 2020

52.222-36 Affirmative Action for Workers with Disabilities Jun 2020

CLAUSE

NUMBER CLAUSE TITLE CLAUSE

DATE

52.222-37 Employ. Reports on Special Disabled Veterans and Veterans of the Vietnam Era, and Other Eligible Vet’s Jun 2020 52.222-40 Notification of Employee Rights Under the National Relations Act Dec 2010 52.222-41 Service Contract Labor Standards Aug-18

52.222-43 Fair Labor Standards Act and Service Contract Labor Standards – Price Adjustment (Multiple Year and Option Contracts). Aug-18

52.222-50 COMBATING TRAFFICKING IN PERSONS Oct 2020 52.222-62 PAID SICK LEAVE UNDER EXECUTIVE ORDER 13706 Jan-17

52.223-2 AFFIRMATIVE PROCUREMENT OF BIOBASED PRODUCTS UNDER SERVICE AND

CONSTRUCTION CONTRACTS Sep-13

52.223-5 POLLUTION PREVENTION AND RIGHT TO KNOW INFORMATION May-11 52.223-6 Drug-Free Workplace May- 2001 52.223-10 WASTE REDUCTION PROGRAM May-11

52.223-17 AFFIRMATIVE PROCUREMENT OF EPA-DESIGNATED ITEMS IN SERVICE AND

CONSTRUCTION CONTRACTS Aug-18

52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE DRIVING Aug-11 52.225-13 Restrictions on Certain Foreign Purchases Feb 2021 52.227-1 Authorization and Consent Jun 2020 52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT Jun 2020 52.227-3 Alt I Patent Indemnity Apr-84 52.227-14 Rights in Data - General May-14 52.227-17 Rights in Data - Special Works Dec 2007 52.228-2 ADDITIONAL BOND SECURITY Oct-97 52.228-5 INSURANCE - WORK ON A GOVERNMENT INSTALLATION Jan-97 52.228-11 PLEDGES OF ASSETS Feb 2021 52.228-14 IRREVOCABLE LETTER OF CREDIT Nov-14 52.229-3 Federal, State and Local Tax Feb-13 52.230-2 Cost Accounting Standards Jun 2020 52.230-3 Disclosure and Consistency of Cost Accounting Practices Jun 2020 52.230-6 Administration of Cost Accounting Standards Jun 2010 52.232-10 Payments Under Fixed-Price Architect-Engineer Contracts. Apr 2010 52.232-13 NOTICE OF PROGRESS PAYMENTS Apr 1984 52.232-17 Interest May-14 52.232-23 Assignment of Claims May-14 52.232-26 Prompt Payment for Fixed-Price Architect-Engineer Contracts Jan-17 52.232-33 Payment by Electronic Funds Transfer-SYSTEM FOR AWARD MANAGEMENT Oct-18 52.232-39 Unenforceability of Unauthorized Obligations Jun-13 52.233-1 ALT I Disputes, Alternate I (Dec 1991) May-14

52.233-3 Protest After Award Aug 1996 52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM Oct-04 52.236-22 Design Within Funding Limitation Apr-84 52.236-23 Responsibility of the Architect-Engineer Contractor Apr 1984 52.236-24 Work Oversight in Architect-Engineer Contracts Apr 1984 52.236-25 Requirements for Registration of Designers Jun 2003 52.237-2 Protection of Government Buildings, Equipment, and Vegetation. Apr-1984 52.242-2 Production Progress Reports Apr 1991 52.242-3 Penalties for Unallowable Costs May-14 52.242-13 Bankruptcy Jul 1995 52.242-14 Suspension of Work Apr 1984 52.243-1, Alt III Changes-Fixed-Price - Alternate III (Apr 1984) Aug 1987 52.244-4 Subcontractors and Outside Associates and Consultants (Architect-Engineer Services) Aug 1998 52.244-5 Competition in Subcontracting Dec 1996 52.244-6 Subcontracts for Commercial Items Nov 2020 52.245-1 Government Property Jan-17 52.246-4 Inspection of Services – Fixed-Price Aug 1996 52.248-1 Value Engineering Jun 2020 52.248-2 Value Engineering A/E Mar 1990 52.249-7 Termination (Fixed-Price Architect-Engineer) Apr 1984 52.253-1 Computer Generated Forms Jan 1991 1252.223-71 Accident and Fire Reporting Apr 2005 1252.242-72 Dissemination of Contract Information Oct 1994 1252.242-73 Contracting Officers Technical Representative Oct 1994

(End of Referenced Clauses)

52.216-18 Ordering (Aug 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from the “Effective Date” of the IDIQ Contract through 60 months from the said effective date (if all options are exercised).

(b) All delivery orders or task orders are subject to the terms and conditions of this contract.

In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) A delivery order or task order is considered “issued” when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor's fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor's email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

(End of clause)

52.216-19 Order Limitations (Oct 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $100,000.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor --

(1) Any order for a single item more than $80,000,000.00;

(2) Any order for a combination of items more than $80,000,000.00; or

(3) A series of orders from the same ordering office within 10 days that together call for quantities exceeding the limitation in subparagraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph

(b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 10 calendar days after issuance, with written notice stating the Contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

52.216-22 Indefinite Quantity (Oct 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the “maximum.” The Government shall order at least the quantity of supplies or services designated in the Schedule as the “minimum.”

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 60 months from the effective date of the IDIQC (if all options are exercised).

52.217-8 Option to Extend Services (NOV 1999)

The Government may require continued performance of any services within the limits and at the rate specified in the contract. These rates may be adjusted only because of revisions to prevailing labor rates provided by the Secretary of Labor. The option provisions 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 30 days before the contract expires.

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 15 calendar days prior to the expiration date of the current contract period, provided, that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 calendar 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 FIVE Years and 6 months from date of award.

(End of Clauses)

Local Clauses: iSupplier Clause G.9 INVOICES

ELECTRONIC SUBMISSION OF PAYMENT REQUESTS

(a) Definitions. As used in this clause:

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

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

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

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

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

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

(d) To receive payment and in accordance with the Prompt Payment Act, all invoices submitted as attachments in the Delphi eInvoicing web-portal shall contain the following:

(1) Invoice number and invoice date.

(2) Period of performance covered by invoice.

(3) Contract number and title.

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

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

(6) Total ($) of billing.

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

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

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

(e) Payment system registration. All persons accessing the Delphi eInvoicing web-portal will be required to have their own unique user Delphi eInvoicing ID and password and be credentialed through login.gov.

(1) Electronic authentication. See www.login.gov for instructions. Click on the following link for instructions on establishing a login.gov account: https://login.gov/help/creating-an-account/how-to-create-an-account/

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

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

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

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