##### `Contract (Redacted)`

` `**`SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS`**` `

**B.1 SCOPE OF WORK **

Development of Safety Vehicle using adaptive Interface Technology
(SAVE-IT) to minimize impact of automobile driver distraction in
accordance with Section C "Specifications/Work Statement" and pages 1
through 59 of Delphi Delco Electronic Systems proposal dated, March 25,
2002 and as revised

August 12, 2002, pages 1 through 28 Incorporated in Section J,
Attachment J-1 and J-2.

**B.2 TOTAL ESTIMATED COST SHARING - Completion **

    Provide the necessary personnel, facilities, services, equipment and materials to perform those activities which are as specified under Section C – Statement of Work. This includes reports and other products.

    		

**CLIN 0001, Phase I**

     TOTAL COST SHARE CONTRACT AMOUNT:   			$2,094,060

**CLIN 0002, Phase II (Option)**

     TOTAL COST SHARE CONTRACT AMOUNT:  			$3,973,306

**Total of CLIN 0001 Phase I and CLIN 0002, Phase II (Option)**

TOTAL COST SHARE CONTRACT AMOUNT: \$6,067,366

# **`B.3  COST SHARE `**

    The total estimated cost of CLIN 0001, Phase I, is $2,094,060.  

    The total estimated cost of CLIN 0002, Phase II, Option is $3,973,306.  

    The total estimated cost of CLIN 0001 Phase I and CLIN 0002, Phase II, Option is $6,067,366.  

# **`B.4 ALLOTTED AMOUNT `**

    Section H.2 specifies the amount allotted to this incrementally funded contract, and the work and period of performance covered by the amount allotted.

**SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT**

**STATEMENT OF WORK/SPECIFICATIONS (DEC 1998)**

The Contractor shall furnish the necessary personnel, material,
services, and facilities (except as otherwise specified), required to
comply with the Statement of Work/Specifications entitled,
"Demonstration and Evaluation of a SAfety VEhicle using adaptive
Interface Technology (SAVE-IT)".

**`1.  OVERVIEW`**

    The John A. Volpe National Transportation Systems Center (VNTSC), an organization within the Research and Special Programs Administration, U. S. Department of Transportation (DOT), is supporting the National Highway Traffic Safety Administration’s (NHTSA), Office of Vehicle Safety Research, in its upcoming project to develop, demonstrate, and evaluate the potential safety benefits of technologies and methods that manage the information from various in-vehicle systems (e.g., cell phones, navigation systems, Internet applications, and warning systems) based on real-time monitoring of the roadway environment and the driver’s capabilities to attend to the demands of the driving task.  The purpose of the program, called SAfety VEhicle using adaptive Interface Technology (SAVE-IT), is to help reduce distraction-related crashes and enhance the effectiveness of collision avoidance systems.

**`2.  BACKGROUND `**

`Safety-impacting systems such as wireless phones, navigation devices, entertainment systems, and wireless Internet applications may increase crash risk due to their potential to distract the driver from the driving task.  Safety-enhancing systems utilize sensors to detect imminent collisions or other dangerous situations, and warn drivers to take appropriate actions.  It is anticipated that drivers in the future will have an increasing number of safety-impacting and safety-enhancing technologies integrated into their vehicles, as stand-alone systems mounted on their vehicles, and as portable hand-held devices.  Recognizing that some of these new devices or combinations of them can increase crash risk, the DOT``’``s, National Highway Traffic Safety Administration NHTSA, convened a public meeting to discuss the `*`Safety Implications of Driver Distraction When Using In-Vehicle Technologies`*` on July 18, 2000.  NHTSA also initiated an Internet Forum on Driver Distraction in the summer of 2000, which included technical papers as well as public comments on driver distraction.  Although the Forum is not currently active, the contents are archived and summarized on the NHTSA web page ``.  The information from the public meeting and Internet Forum were discussed in several subsequent  expert working group meetings that addressed research needs to support efforts to understand the distraction safety problem and develop potential countermeasures.`

`One of the expert working groups``’`` recommendations was to develop an adaptive system that could monitor the moment-to-moment roadway and in-vehicle demands on the driver, integrate the monitored information to determine when drivers are distracted or overloaded, and, then, make adjustments to the driver vehicle interface to prevent a possible crash.  The following three components would`**` `**`be included:  `

[Sensor Array]{.underline}: Monitors and measures activities both inside
and outside the vehicle in order to assess the external contributors to
driver workload and the driver characteristics indicative of
distraction. For example, existing sensors used by collision-warning
systems and Global Positioning System (GPS) measurements of location
combined with a table of corresponding roadway characteristics could be
used to help understand the environment outside the vehicle. Inside the
vehicle, sensors could be employed to monitor the driver's visual
scanning and glance behaviors, as well as driver interactions with
controls and displays.

[Workload/Distraction Manager]{.underline}: Assesses the attentional
capacity and focus of the driver based on the relative demands of the
outside and inside vehicle tasks. The algorithms for processing the
sensor data should be robust enough to work in a variety of
roadway/traffic scenarios and for the varying capabilities of the
driving population.

[Adaptive Interface]{.underline}: A system for modifying the displays
and controls managed by the workload/distraction manager. Possible
adaptations include locking out information, prioritizing information,
slowing the rate of information presented, providing inattention
warnings, changing activation thresholds for collision warnings, or
saving messages for display during low driving demand conditions. The
operation must be acceptable to the driving population, and should
closely match the driver's mental model of system operation.

There has already been widespread interest in adaptive interface
technology to minimize the influence of driver distraction on crash
causation. European human factors researchers in the DRIVE Project's
Generic Intelligent Driver Support (GIDS) developed an "intelligent
co-driver system" with an integrated warning and control device that
could prioritize and present information to avoid distracting or
overloading the driver. There are also industry efforts underway to
develop systems to assist distracted or inattentive drivers. Motorola's
"Driver Advocate," a driver assistance interface, monitors the driving
workload, estimates the driver's capacity, prioritizes the driver's
immediate tasks, and assists the driver with the most urgent tasks .
Delphi Automotive Systems' Integrated Safety System (ISS) concept
vehicle packages together safety technologies to provide drivers
consolidated information during different driving states ranging from
normal, requiring a warning, to collision-avoidable and unavoidable.
(Buchholz, 2001). Volvo, together with Seeing Machines, is developing a
way to monitor driver search and scan behavior using video and image
processing software. They plan to enter the driver and vehicle status
sensor data into a workload manager . The aviation industry uses
de-cluttering strategies in complex safety critical display systems,
such as aviation head-up displays, electronic charts, and air traffic
control displays and these information management schemes may be useful
in the automotive industry. (See Attachment 1 for references).

    Much more research needs to be accomplished before a commercial operational system can become available.  To support and help speed the development of this potential countermeasure for distraction-related crashes, the Government intends to collaborate with industry to accomplish the necessary research and development to establish the technical understanding and performance requirements required to build operational systems, and demonstrate the effectiveness of SAVE-IT technologies in monitoring and minimizing unsafe driver distractions.  

## `3.  OBJECTIVES`

    The research program to develop an operational test vehicle platform incorporating adaptive interface technology that integrates in-vehicle and portable technologies to monitor and manage driver workload and distractions  has the following objectives:

-   Advancing the deployment of adaptive interface technology as a
    potential countermeasure for distraction-related crashes;

-   Enhancing the effectiveness of collision warning systems by
    optimizing alarm onset algorithms tailored to the driver's level of
    workload and distraction;

-   Conducting human factors research to help derive distraction and
    workload measures for use in algorithms for triggering interface
    adaptation;

-   Developing and applying evaluation procedures for assessment of
    SAVE-IT safety benefits;

-   Developing performance requirements for system operation and
    standards for adaptive interface conventions; and

-   Providing the public with documentation of the human factors
    research and with information describing the algorithms for
    controlling the driver/vehicle interface to the extent needed for
    specifying performance and standardization requirements.

## `4.  REQUIREMENTS`

    To address SAVE-IT Program objectives, this contract shall consist of two phases. Phase I lays the groundwork for developing operational prototypes for functional evaluation in Phase II.  

# `A. PHASE I/BASE`

    In Phase I, the Contractor shall perform analyses of which crash scenarios SAVE-IT should be designed to prevent; evaluate available technologies for measuring roadway, traffic, and driver distraction parameters; and conduct the initial human factors research needed to help guide the development of a more detailed SAVE-IT Implementation Plan for Phase II research and development.  The SAVE-IT Implementation Plan for Phase II shall describe the research, testing and deliverables to derive the requirements for the integration of both the hardware and algorithms to monitor and manage the in-vehicle information demands on the driver.  The SAVE-IT Implementation Plan shall also describe how SAVE-IT could be conducted in multiple stages and what further research is needed to support each stage.  Staging the development recognizes that some benefits of SAVE-IT may be achieved in the short term with available sensors and limited research to determine algorithms.  As additional research is completed and new sensors and algorithms become available, more advanced and effective stages of technologies identified in the SAVE-IT research program can be deployed and evaluated.  As the different stages are developed, they need to be compatible with preceding stages of design.  The staged development needs to be planned in a logical manner based on such factors as:  

-   Safety benefits (the extent to which the SAVE-IT functions can
    reduce crashes)

-   State-of-the-art of sensors and other hardware

-   Need for supporting human factors research data

-   Practicality and costs to deploy in consumer vehicles

## `B. PHASE II/CONTRACT OPTION  `

    When Phase I deliverables have been achieved, the Government will have the option to continue with Phase II.   The determination to continue with Phase II will depend on the degree to which the SAVE-IT Program objectives are achievable.  Based on this assessment, a decision will be made regarding the direction for Phase II in terms of what configurations and supporting research should be pursued to achieve the desired objectives.  If the findings suggest that the objectives are not practical or feasible, the Government may decide to terminate the program at the end of Phase I.  If the option for Phase II is exercised, this will require the development and evaluation of a prototype SAVE-IT test vehicle platform(s), to be used to conduct experiments on test tracks and on U.S. public roads to help achieve the objectives stated above. 

**SECTION D - PACKAGING AND MARKING**

**D.1 PACKAGING (May 1999)**

The Contractor shall ensure that all items are preserved, packaged,
packed, and marked in accordance with best commercial practices to meet
the packing requirements of the carrier and ensure safe delivery at
destination.

**D.2 MARKING (May 1999)**

     

    All items submitted to the Government shall be clearly marked as follows:

    A.	NAME OF CONTRACTOR;

    B.	CONTRACT NUMBER;

    C.	TASK ORDER NUMBER; (If Applicable)

    D.	DESCRIPTION OF ITEMS CONTAINED THEREIN;

    E.	CONSIGNEE'S NAME AND ADDRESS; and

    F.	If applicable, packages containing software or other magnetic media shall be marked on external containers with a notice reading substantially as follows:  "CAUTION:  SOFTWARE/MAGNETIC MEDIA ENCLOSED. DO NOT EXPOSE TO HEAT OR MAGNETIC FIELDS".

**SECTION E - INSPECTION AND ACCEPTANCE**

**E.1 52.252-2 Clauses Incorporated by Reference. (FEB 1998)**

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

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

9.  **INSPECTION OF RESEARCH AND DEVELOPMENT (SHORT FORM) APR 1984 **

**E.2 POINT(S) OF DELIVERY **

The points of delivery set forth in Section F are hereby designated as
the places for final inspection and acceptance.

**E.3 GOVERNMENT REVIEW AND ACCEPTANCE**

A.  The Contractor shall only tender for acceptance those items that
    conform to the requirements of this contract.

B.  The Government will review and verify that all deliverables
    associated with the Contract fulfill the requirements stated in this
    Contract.

C.  Technical inspection and acceptance of all work, performance,
    reports, and other deliverables under this contract shall be
    performed in accordance with FAR 52.246-9 INSPECTION OF RESEARCH AND
    DEVELOPMENT (SHORT FORM) APR 1984. Deliverables items rejected shall
    be corrected in accordance with the applicable clause.

D.  The Government requires a period not to exceed sixty (60) days after
    receipt of the final deliverable item(s) -- for inspection and
    acceptance or rejection. Final acceptance rests with the Contracting
    Officer or designee.

**SECTION F - DELIVERIES OR PERFORMANCE**

**F.1 52.252-2 Clauses Incorporated by Reference. (FEB 1998)**

     

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

** 52.242-15 Stop-Work Order. (AUG 1989) Alternate I APR 1984**

** 52.247-34 F.0.B. DESTINATION NOV 1991**

**F.2 PERIOD OF PERFORMANCE **

The period of performance for this contract shall be 365 calendar days
from the date of award for CLIN 0001, Phase I, and 730 calendar days
from the date the option is exercised for CLIN 0002, Phase II (Option
1).

**F.3 DOCUMENTATION OF COMPUTER PROGRAMS (DEC 1998)**

         

    The Contractor shall fully document all computer programs contained in Deliverables required to be submitted under Section F.9.  Unless otherwise specifically agreed to by the Contracting Officer in writing, the Contractor shall deliver the final codes contained in Deliverables required to be submitted under Section F.9 in executable form accompanied by the source and object codes and appropriate support documentation.

**`F.4  WARRANTIES (MAY 1999)`**` `

    With respect to equipment or supplies acquired under this contract, title of which will pass to the Government, the Contractor shall ensure that any warranties, together with rights to replacement, service, or technical assistance, shall run to or automatically be assigned to the Government.

**`F.5 LICENSES (SEP 1999) `**

    With respect to any computer software, databases or other licensed product, acquired for use by the Government in conjunction with any Deliverables required to be submitted under Section F.9, the Contractor shall ensure that the license, together with any associated rights run to or automatically be assigned to the Government.

**`F.6  MONTHLY COST REPORTS `` `**

     

    Monthly Cost Reports in three copies will be submitted by the Contractor setting forth monthly cumulative (1) direct labor hours by categories, and (2) elements of cost by direct labor dollars, overhead, other direct costs, etc., which have been incurred and/or committed, (3) cost sharing and in-kind contributions and (4) cost to the Government. In these reports, the Contractor shall also make its current assessment of completing the remaining work within the time remaining. The submission of these reports does not relieve the contractor of its responsibility under the limitation of costs or funds clause, as applicable, in Section I of this contract.

**`F.7  MONTHLY PROGRESS REPORTS `**` `

`Monthly Progress Reports are required and shall be prepared and submitted in accordance with the ``“``Contractor Report Exhibit``”``: dated June 1, 1977, attached hereto and made a part hereof, except as noted below:`

     

    A Monthly Progress report is required and shall be prepared in three

    copies.  As a minimum, the report will cover the following items:

-   The work performed during the previous month.

-   Significant findings, problems, delays, inclusions, events,

trends, etc. of the reporting period which result from or affect

the performance of the contract.

-   Detailed technical description of the work planned for the next

reporting period.

-   Specific action required by the Government to assist in the

resolution of a problem or to effect the timely progression of

the contract.

-   An up-to-date schedule of the work performed and work to be

performed on the contract. Two charts shall be presented; one

reflecting planned expenditures of manhours for the project

together with the actual expenditures of manhours; the other

planned project accomplishments versus actual accomplishments in

terms of time.

-   The funds committed during the reporting period.

-   A comparison of the actual (including Cost Sharing and

In-Kind contributions) and planned accumulated costs

throughout the reporting period.

-   The submission of these reports does not relieve the contractor of
    its responsibility under the Limitation of Cost or Limitation of
    Clause, as set forth in Section I of the contract.

**F.8 MEETINGS AND ORAL PRESENTATIONS (DEC 1998)**

     

    The Contractor shall meet with the Volpe Center Contracting

    Officer's Technical Representative (COTR) at regular intervals 

    of discuss the status of the work and make oral presentations.  In addition, the Contractor shall meet with the COTR and other personnel engaged in the program at a location to be established by the COTR to discuss critical areas revealed by the contractor's work.  All discussions, problems encountered, solutions reached, and evaluations made during any meeting and oral presentation shall be documented in the next Monthly Status Report for the current reporting period.  In any case, such reporting shall not, in and of itself, constitute formal direction to and/or Contracting Officer acceptance of the topics discussed.

# **`F.9 DELIVERABLES `**

**`The following is in addition to the Deliverables stated on your revised proposal, pages 22 through 28, dated August 12, 2002, Attachment J-2 (these pages revised pages 35 through 41 of your original proposal), ID numbers`**

**`1 through 333, as incorporated by reference on page 2, B.1.`**

**`F.9.1  CLIN 0001, Phase I, SAVE-IT Implementation Plan  `**` `

    Three (3) copies of the SAVE-IT Implementation Plan shall be submitted,           

    One copy to the Contracting Officer, DTS-853, and two copies to the COTR.  Report.  The report shall be delivered in Microsoft Office 2000 or XP and Adobe PDF documents.  The Contractor shall deliver a Report at the end of Phase 1.  The report shall address:

-   `the results of the ``analyses crash scenarios which SAVE-IT should be designed to prevent; `

-   `the available technologies for measuring roadway, traffic, and driver distraction parameters;`

-   `the initial human factors research performed to help guide the development of a the SAVE-IT Implementation Plan `

-   `the detailed SAVE-IT Implementation Plan which describes the research and testing needed to derive the requirements for the integration of both the hardware and algorithms needed to monitor and manage the in-vehicle information demands on the driver, how SAVE-IT will be developed in multiple stages and what further research is needed to support each stage.  `

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    Software and Data. The Contractor shall deliver the software and data developed as part of the Phase 1 efforts to analyze crash scenarios which SAVE-IT should be designed to prevent; assess the available technologies for measuring roadway, traffic, and driver distraction parameters and the human factors research results including data guided the development of a the SAVE-IT Implementation Plan The Contractor shall deliver compiled software along with its commented source code at the completion of Phase 1.  The Contractor may deliver source and executable software to the Government by placing the deliverable on an FTP server, from which the Government will download as required.

# `F.9.2  CLIN 0002, Phase II`

**`CLIN 0002`**

    In accordance with Section C.4.B, documentation as a result of the evaluation of the pre-production prototype SAVE-IT Vehicle, documentation of the operating characteristics of the prototype SAVE-IT vehicle and the prototype and as stated in Attachment J-3, Revised Proposal dated August 12, 2002, pages 25 through 28.

**`F.10 PLACE OF DELIVERY/INSPECTION AND ACCEPTANCE `**` `

     

    Reports called for shall be delivered as follows:

                       One copy to:

                       U.S. Department of Transportation

                       Volpe National Transportation Systems Center

                       ATTN:  Kathleen Regan, DTS-853

                       55 Broadway, Kendall Square

                       Cambridge, MA  02142

                       Two copies to:

U.S. Department of Transportation

Volpe National Transportation Systems Center

ATTN: Mary Stearns, DTS-79

55 Broadway, Kendall Square

Cambridge, MA 02142

**SECTION G - CONTRACT ADMINISTRATION DATA**

**G.1 1252.242-73 CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE (OCT
1994) **

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

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

**G.2 RESPONSIBILITY FOR CONTRACT ADMINISTRATION (DEC 1998)**

     

[`Contracting Officer`]{.underline}`:  The Contracting Officer (CO) has the overall responsibility for this contract.  The CO alone, without delegation, is authorized to take actions on behalf of the Government to amend, modify, or deviate from the contract terms, conditions, requirements, specifications, details and/or delivery schedules.  However, the CO may delegate certain other responsibilities to his/her authorized representatives.`

[`Administrative Contracting Officer`]{.underline}`: An Administrative Contracting Officer (ACO) may be designated by the Contracting Officer.  The duties of an ACO include but are not limited to:  analyzing and making recommendations on the Contractor's proposals, offers, or quotations upon request of the Contracting Officer and approving Contractor's invoices in accordance with the terms of the contract.`

[`Contracting Officer's Technical Representative`]{.underline}`:  A Contracting Officer's Technical Representative (COTR) will be designated by the Contracting Officer.  The responsibilities of the COTR include but are not limited to:  inspecting and monitoring the Contractor's work; determining the adequacy of performance by the Contractor in accordance with the terms and conditions of this contract; acting as the Government's representative in charge of work at the site to ensure compliance with contract requirements in so far as the work is concerned; and advising the Contracting Officer of any factors which may cause delay in performance of the work.  The COTR does not have the authority to make new assignments of work or to issue directions that cause an increase or decrease in the price of this contract or otherwise affect any other contract terms.`

    The Contracting Officer, Administrative Contracting Officer, and Technical Representatives are located at:

    DOT/RSPA/VOLPE CENTER

    55 BROADWAY, KENDALL SQUARE

    CAMBRIDGE, MA 02142-1093

**`G.3  VOUCHER REVIEW (MAY 1999)`**` `

    The Government may at is sole discretion arrange for a Contractor to review vouchers and supporting data submitted for payment under the provisions of this contract.  The Contractor reviewing vouchers and supporting data submitted will perform this function in accordance with contract provisions which prohibit disclosure of proprietary financial data or use of such data for any purpose other than to perform accounts payable services.

**SECTION H - SPECIAL CONTRACT REQUIREMENTS**

**H.1 TYPE OF CONTRACT **

    In accordance with Federal Acquisition Regulation (FAR) 16.303, CLIN 0001 (Base) and CLIN 0002 (Option 1) of the contract is a Cost-sharing type contract.

**`H.2 AVAILABILTY OF FUNDS `**

    The Government funding will be contingent upon annual Fiscal Year appropriations and FAR 52.232-18 Availability of Funds, in Section I.  Option 1, depending on the extent of the research and development needed to meet the project objectives.  CLIN 0001, Phase I, funding is for one year.  CLIN 0002, Phase II, Option 1 funding is contingent on the Government approval of the plan for Phase I, Option 1 that is a deliverable of CLIN 0001, Phase I.

**`H.3  EQUIVALENT WORK OF CONTRACTOR (DEC 1998`**`)`

    By execution of this contract the Contractor certifies that it has not previously been, nor is currently being paid for, essentially equivalent work by any agency of the Federal Government.

**`H.4  TECHNICAL DIRECTION `**` `

     

    Performance of the work hereunder shall be under the technical direction of a Technical Monitor (COTR).  As used herein, "technical direction" is limited to directions to the contractor which fill in details or otherwise complete the general description of work set forth in the contract.  This direction may not include new assignments of work, or may not be of such a nature as to cause an increase or decrease in the estimated cost of the contract, or otherwise affect any other provision of this contract.

**`H.5  OPERATIONS ON OTHER'S PROPERTY `**` `

     

    The Contractor agrees to comply with the requirements of other       organizations while on their property in the performance of the work called for by this contract.

**`H.6  CONTRACTUAL RELATIONSHIP `**` `

     

    The Contractor agrees that this is a non-personal service contract; that for all purposes of the contract, the Contractor is not, nor shall it hold itself out to be an agent or partner of, or joint venture with, the Government; and that it shall neither supervise, nor accept supervision from Government employees.

**`H.7  NON-PERSONAL SERVICES (DEC 1998)`**` `

    A. No personal services as defined in Part 37 of the FAR shall be performed under this contract.  No Contractor employee will be directly supervised by the Government.  All individual employee assignments and daily work direction shall be given by the Contractor’s supervisor.  If the Contractor believes any Government action or communication has been given that would create a personal services relationship between the Government and any Contractor employee, the Contractor shall promptly notify the Contracting Officer of this communication or action.  

    B. The Contractor shall not perform any inherently Governmental functions under this contract.  No Contractor employee shall hold him or herself out to be a Government employee, agent, or representative.  In all communications with third parties in connection with this contract, Contractor employees shall identify themselves as Contractor employees and specify the name of the company for which they work.  In all communications with other Government Contractors in connection with this contract, the Contractor employee shall state that they have no authority to in any way change the contract and that if the other Contractor believes this communication to be a direction to change their contract, they should notify the Contracting Officer for that contract and not carry out the direction until a clarification has been issued by the Contracting Officer. 

    C. The Contractor shall ensure that all of its employees working on this contract are informed of the substance of this clause.  Nothing in this clause shall limit the Government's rights in any way under any other provision of the contract, including those related to the Government's right to inspect and accept the services to be performed under this contract.  The substance of this clause shall be included in all subcontracts at any tier. 

**`H.8  INSURANCE (DEC 1998)`**` `

     

    See Section I - Contract Clause FAR 52.228-7, "Insurance-Liability to Third Persons (MAR 1996)."

    A. The Contractor shall secure, pay the premiums for and keep in force until the expiration of this contract, and any renewal thereof, adequate insurance as provided below.

    (1) Workman's compensation insurance as required by law of the State.

    (2) Comprehensive bodily injury liability insurance with limits of not less than $500,000 for each accident.

    (3) Property damage liability with a limit of not less than $100,000 for each accident.

    (4) Automotive bodily injury liability insurance with limits of not less than $200,000 for each person and $500,000 for each accident, and property damage liability insurance, with a limit of not less than $40,000 for each accident.

    B. Each policy of insurance shall contain an endorsement that any cancellation or material change in the coverage adversely affecting the Government's interest shall not be effective unless the insurer or the Contractor gives written notice of cancellation or change to the Contracting Officer at least thirty (30) calendar days prior to the aforementioned actions.  When the coverage is provided by self-insurance, the Contractor shall not change or decrease the coverage without the Administrative Contracting Officer's prior approval.

    C. A certificate of each policy of insurance shall be furnished to the Contracting Officer within ten (10) days after notice of award certifying, among other things, that the policy contains the aforesaid endorsement.  The insurance companies providing the above insurance shall be satisfactory to the Government.  Notices of policy changes shall be furnished to the Contracting Officer.

**`H.9 GPO PRINTING REQUIREMENT (DEC 1998)`**` `

    All printing funded by this contract will be accomplished in 

    conformance with Title 44, United States Code, regulations of  

    the Joint Committee on Printing, applicable provisions of  

    appropriation acts, and applicable regulations issued by the  

    Government Printing Office and the Department of    

    Transportation. 

**`H.10  SALES TAX EXEMPTION (DEC 1998)`**` `

      

    The Volpe National Transportation Systems Center, as part  

    of the Department of Transportation, an agency of the  

    United States, is an exempt purchaser.  Accordingly, all  

    purchases of personal property by this organization are  

    exempt from state and local taxation. 

     

    The Contractor will be provided with Tax Exemption 

    certificates for the purpose of obtaining an exemption  

    from state sales tax for supplies purchased under this  

    procurement (see each individual Task Order).   

    Notwithstanding the terms of the Federal, State, and Local  

    taxes clause, if the Tax Exempt Certificate is not honored  

    by the state, the Contractor shall state separately on its  

    invoices the amount of state sales tax, and the Government  

    agrees to either pay the amount of the tax to the  

    Contractor or, where the amount of the tax exceeds  

    $250.00, to provide evidence necessary to sustain the  

    exemption. 

**H.11** **ADDITIONAL PAYMENT PROVISIONS**

\(a\) [Voucher Information]{.underline}

In addition to information required by clause 52.232-25 incorporated by
reference in Section I, the contractor shall include in its
voucher/invoice submittals the following information:

\(1\) Consecutively number each voucher/invoice beginning with No. 1.

** **(2)** **In submitting its vouchers/invoices for payment of costs
incurred hereunder, the contractor shall** **list labor hours by
categories and other cost elements, then sum all cost elements to a
total billing amount.

\(b\) [Voucher Submission]{.underline}

\(1\) The contractor shall submit an original and 5 copies of each
voucher/invoice.

\(2\) The contractor shall submit its first and final voucher cost
vouchers to its cognizant Government Audit Agency. All cost vouchers are
to be submitted to the payment office designated on page 1.

\(3\) Cost vouchers may be submitted at the beginning of each calendar
month for costs incurred during the preceding month. Cost vouchers are
submitted once each month; however, small businesses may submit cost
vouchers once every two weeks

`(c)   `[`Payment of Vouchers`]{.underline}

    In accordance with Section B.3, Cost Share, the Government’s cost share for Phase I is NTE $923,637 which is 47% of the total cost share contract amount of $2,094,060.  The Government will deduct 53% (contractor’s share in the total amount of $1,170,423) of the cost billed in each monthly invoice.

    In accordance with Section B.3, Cost Share, the Government’s cost share for Phase II (Option) is NTE $1,952,982 which is 47% of the total cost share contract amount of $3,973,306.  The Government will deduct 53% (contractor’s share in the total amount of $2,020,306) of the cost billed in each monthly invoice.

**`NOTE:`**`  Payment shall be made in accordance with FAR 52.216-12, Cost Sharing Contract ``–`` No Fee APR 1984, referenced in Section I, which states, ``“``…`` After paying 80 percent of the Government``’``s share of the total estimated cost of performance shown in the Schedule, the Contracting Officer may without further payment of allowable until a reserve is set aside in the amount that the Contracting Officer considered necessary to protect the Government interest.  This reserve shall not exceed one percent of the Government``’``s share of the total estimated cost shown in the Schedule or $100,000, which is less.`

**SECTION I - CONTRACT CLAUSES**

**I.1 52.252-2 Clauses Incorporated by Reference. (FEB 1998)**

     

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

`address(es):`*` `*

      

I.  **FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES**

**52.202-1 Definitions DEC 2001**

**52.203-3 Gratuities APR 1984**

**52.203-5 Covenant Against Contingent Fees APR 1984** ** **

** 52.203-6 Restrictions on Subcontractor Sales to the **

** Government JUL 1995**

**52.203-7 Anti-Kickback Procedures JUL 1995**

8.  ** Cancellation, Rescission, and Recovery of Funds**

** For Illegal or Improper Activity JAN 1997**

**52.203-10 Price or Fee Adjustment for Illegal or Improper**

**Activity JAN 1997**

**52.203-12 Limitation on Payments to Influence Certain Federal **

**Transactions JUN 1997**

**52.204-4 Printed or Copied Double-Sided on Recycled Paper AUG 2000**

**52.209-6 Protecting the Government\'s Interest When **

** Subcontracting with Contractors Debarred, Suspended, **

** or Proposed for Debarment JUL 1985**

**52.215-2 Audit and Records -- Negotiation JUN 1999**

**`52.215-8     Order of Precedence ``–`` Uniform Contract Format``	``	``  OCT 1997`**

**`52.215-10    Price Reduction for Defective Cost or Pricing Data     OCT 1997`**

**`52.215-11    Price Reduction for Defective Cost or Pricing Data`**

** - Modification OCT 1997**

**52.215-14 Integrity of Unit Prices OCT 1997**

**52.215-15 Pension adjustments and asset reversions DEC 1998**

**52.215-17 Waiver of Facilities Capital Cost of Money OCT 1997**

21. **Requirements for Cost or Pricing Data or**

**Information Other Than Cost or Pricing Data**

**52.216-7 Allowable Cost and Payment FEB 2002**

**52.216-12 Cost-Sharing Contract - No Fee APR 1984**

**52.217-9 Option to Extend the Term on the Contract MAR 2000**

**`             (a) eighteen months, 90 days notice `**

**`             (c) the total during on contract not exceed 36 months`**

**52.219-8 Utilization of Small Business Concerns OCT 2000**

**52.219-9 Small Business Subcontracting Plan JAN 2002**

**52.219-16 Liquidated Damages - Subcontracting Plan JAN 1999**

**52.222-3 Convict Labor AUG 1996**

**52.222-21 Prohibition of Segregated Facilities FEB 1999**

**52.222-26 Equal Opportunity APR 2002**

**52.222-35 Affirmative Action for Disabled Veterans and **

** Veterans of the Vietnam Era DEC 2001**

**52.222-36 Affirmative Action for Workers with Disabilities JUN 1998**

**52.222-37 Employment Reports on Disabled Veterans and Veterans**

** of the Vietnam Era DEC 2001**

**52.223-5 Pollution Prevention and Right-to-Know Information APR 1998**

**I.1 (Continued)**

** NUMBER TITLE DATE**

**52.223-6 Drug-Free Workplace MAY 2001**

**52.223-14 Toxic Chemical Release Reporting. OCT 2000**

**52.225-14 Inconsistency Between English Version and Translation FEB
2002**

1.  **Notice and Assistance Regarding Patent and**

**Copyright Infringement AUG 1996**

**55.227-3 Patent Indemnity (APR 1984) Alternate I JUL 1995**

**`52.227-14    Rights in Data ``–`` General; Alternate IV ``	``   JUN 1987`**

**`52.228-7     Insurance - Liability to Third Persons                 MAR 1996`**` `

**`52.230-2    Cost Accounting Standards                               APR 1998`**

**`52.230-3    Disclosure and Consistency of Cost Accounting``	``    APR 1998`**

**`52.230-6    Administration of Cost Accounting Standards             NOV 1999`**` `

**`52.232-9    Limitation on Withholding of Payments                   APR 1984`**` `

**`52.232-17   Interest                                                JUN 1996`**` `

**`52.232-18   Availability of Funds                                   APR 1984`**` `

**`52.232-20   Limitation of Cost                                      APR 1984`**` `

**`52.232-22   Limitation of Funds                                     APR 1984`**` `

**`52.232-23   Assignment of Claims                                    JAN 1986`**

**`52.232-25   Prompt Payment                                          FEB 2002`**`  `

**`52.232-33   Payment by Electronic Funds Transfer`**

**`            - Central Contractor Registration.                      MAY 1999`**

**`52.233-1    Disputes                                                DEC 1998`**` `

**`52.233-3    Protest after Award (AUG 1996) Alternate I              AUG 1996`**

**`52.237-10   Identification of Uncompensated Overtime                OCT 1997`**` `

**`52.242-1    Notice of Intent to Disallow Costs                      APR 1984`**` `

**`52.242-3    Penalties for Unallowable Costs                         MAY 2001`**` `

**`52.242-4    Certification of final Indirect Costs``	``    JAN 1997`**

**`52.242-13   Bankruptcy                                              JUL 1995`**` `

**`52.243-2    Changes - Cost-Reimbursement(AUG 1987) Alternate I      AUG 1987`**` `

**`52.244-5    Competition in Subcontracting                           DEC 1996`**` `

**`52.246-24   Limitation of Liability-High-Value Items                FEB 1997`**

**`            Alternate I (APR 1984)`**

**`            (a) CLIN 0002, prototype`**

**`52.246-25   Limitation of Liability-Services                        FEB 1997`**

**`52.249-6    Termination (Cost-Reimbursement)                        SEP 1996`**` `

**`52.249-14   Excusable Delays                                        APR 1984`**` `

**`52.253-1    Computer Generated Forms                                JAN 1991`**` `

**I.2 52.219-23 Notice of Price Evaluation Adjustment for Small
Disadvantaged Business Concerns (MAY 2001)**

\(b\) *Evaluation adjustment. *(1) The Contracting Officer will evaluate
offers by adding a factor of **\[10\]** percent to the price of all
offers, except -

\[ \] Offeror elects to waive the adjustment.

**I.3 52.222-2 Payment for Overtime Premiums (JUL 1990)**

\(a\) The use of overtime is authorized under this contract if the
overtime premium does not exceed \[0\] or the overtime premium is paid
for work -

**I.4 52.227-14 Rights in Data - General (JUN 1987) Alternate II (JUN
1987)**

a.  These data are submitted with limited rights under Government
    Contract No. DTRS57-02-C-10049 and subcontract\[ \], if
    appropriate). These data may be reproduced and used by the
    Government with the express limitation that they will not, without
    written permission of the Contractor, be used for purposes of
    manufacture nor disclosed outside the Government; except that the
    Government may disclose these data outside the Government for the
    following purposes, if any; provided that the Government makes such
    disclosure subject to prohibition against further use and
    disclosure:

**I.5 52.227-14 Rights in Data - General (JUN 1987) Alternate III (JUN
1987)**

\(a\) This computer software is submitted with restricted rights under
Government Contract No. DTRS57-02-C-10049 (and subcontract \[ \], if
appropriate). It may not be used, reproduced, or disclosed by the
Government except as provided in paragraph (b) of this Notice or as
otherwise expressly stated in the contract.

Use, reproduction, or disclosure is subject to restrictions set forth in
Contract No. DTRS57-02-C-10049 with Delphi Delco Electronics Systems.

**I.6 52.243-7 Notification of Changes (APR 1984)**

\(b\) *Notice. *The primary purpose of this clause is to obtain prompt
reporting of Government conduct that the Contractor considers to
constitute a change to this contract. Except for changes identified as
such in writing and signed by the Contracting Officer, the Contractor
shall notify the Administrative Contracting Officer in writing promptly,
within 30 calendar days from the date that the Contractor identifies any
Government conduct (including actions, inactions, and written or oral
communications) that the Contractor regards as a change to the contract
terms and conditions. On the basis of the most accurate information
available to the Contractor, the notice shall state -

\(d\) *Government response. *The Contracting Officer shall promptly,
within 30 calendar days after receipt of notice, respond to the notice
in writing. In responding, the Contracting Officer shall either -

**I.7 52.244-2 Subcontracts (AUG 1998)**

\(e\) If the Contractor has an approved purchasing system, the
Contractor nevertheless shall obtain the Contracting Officer\'s written
consent before placing the following subcontracts: \[ \]

\(k\) Paragraphs (d) and (f) of this clause do not apply to the
following subcontracts, which were evaluated during negotiations: \[ \]

**`I.8 52.204-1 Approval of Contract (DEC 1989)`**` `

     

    This contract is subject to the written approval of the Chief of the Volpe Center Acquisition Management Division, DTS-85, and shall not be binding until so approved.

**`I.9 52.215-19 Notification of Ownership Changes (OCT 1997)`**` `

     

    (a) The Contractor shall make the following notifications in writing:

\(1\) When the Contractor becomes aware that a change in its ownership
has occurred, or is certain to occur, that could result in changes in
the valuation of its capitalized assets in the accounting records, the
Contractor shall notify the Administrative Contracting Officer (ACO)
within 30 days.

\(2\) The Contractor shall also notify the ACO within 30 days whenever
changes to asset valuations or any other cost changes have occurred or
are certain to occur as a result of a change in ownership.

\(b\) The Contractor shall -

\(1\) Maintain current, accurate, and complete inventory records of
assets and their costs;

\(2\) Provide the ACO or designated representative ready access to the
records upon request;

\(3\) Ensure that all individual and grouped assets, their capitalized
values, accumulated depreciation or amortization, and remaining useful
lives are identified accurately before and after each of the
Contractor\'s ownership changes; and

\(4\) Retain and continue to maintain depreciation and amortization
schedules based on the asset records maintained before each Contractor
ownership change.

    (c) The Contractor shall include the substance of this clause in all subcontracts under this contract that meet the applicability requirement of FAR 15.408(k).

#### **`I.10 52.244-6  Subcontracts for Commercial Items (May 2002) `**

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

    "Commercial item" has the meaning contained in the clause at 52.202-1, Definitions.

    "Subcontract" includes a transfer of commercial items between divisions, subsidiaries, or affiliates of the Contractor or subcontractor at any tier.

    (b) To the maximum extent practicable, the Contractor shall incorporate, and require its subcontractors at all tiers to incorporate, commercial items or nondevelopmental items as components of items to be supplied under this contract.

    (c) 

    (1) The Contractor shall insert the following clauses in subcontracts for commercial items:

    (i) 52.219-8, Utilization of Small Business Concerns (Oct 200) (15 U.S.C. 637(d)(2)(3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceed $500,000 ($1,000,000 for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

    (ii) 52.222-26, Equal Opportunity (Apr 2002) (E.O. 11246).

    (iii) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Dec 2001) (38 U.S.C. 4212(a));

    (iv) 52.222-36, Affirmative Action for Workers with Disabilities (Jun 1998) (29 U.S.C. 793).

    (v) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Jun 2000) (46 U.S.C. Appx 1241) (flow down not required for subcontracts awarded beginning May 1, 1996).

    (2) While not required, the Contractor may flow down to subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

    (d) The Contractor shall include the terms of this clause, including this paragraph (d), in subcontracts awarded under this contract.

    (End of Clause)

**`TRANSPORTATION ACQUISITON REGULATION (TAR) (48  CFR CHAPTER 12) `**

**`I.11 (TAR) 1252.215-70 KEY PERSONNEL AND/OR FACILITIES (OCT 1994)`**` `

    (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.

\(b\) Prior to removing, replacing, or diverting any of the specified
individuals or facilities, the Contractor shall notify, in writing, 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:

Gerald Witt, Program Manager

Dr. Harry Zhang, Task Leader

Dr. Matthew Smith, Task Leader

Gregory Scharenbroch, Task Leader

Dr. John Lee, Task Leader

Dr. Timothy Brown, Task Leader

Daniel McGehee, Task Leader

Dr. Paul, Task Leader

Dr. Barry Kantowitz, Task Leader

Dr. David LeBlanc, Task Leader

Jeff Greenberg, Task Leader

Scott Geiser, Task Leader

Dr. Alex Zelinski, Task Leader

**`I.12 TAR 1252.209-70 DISCLOSURE OF CONFLICTS OF INTEREST (OCT 1994`[`)`]{.underline}**` `

    It is the Department of Transportation's (DOT) policy to award contracts to only those offerors whose objectivity is not impaired because of any related past, present, or 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:

    (a) The offeror shall provide a statement in its proposal which describes in a concise manner all past, present or planned organizational, financial, contractual or other interest(s) with an organization regulated by DOT, or with an organization whose interests may be substantially affected by Departmental activities, and which is related to the work under this solicitation. The interest(s) described shall include those of the proposer, its affiliates, proposed consultants, proposed subcontractors and key personnel of any of the above. Past interest shall be limited to within one year of the date of the offeror's technical proposal. Key personnel shall include any person owning more than 20% interest in the offeror, and the offeror's corporate officers, its senior managers and any employee who is responsible for making a decision or taking an action on this contract where the decision or action can have an economic or other impact on the interests of a regulated or affected organization.

    (b) The offeror shall describe in detail why it believes, in light of the interest(s) identified in (a) above, that performance of the proposed contract can be accomplished in an impartial and objective manner.

    (c) In the absence of any relevant interest identified in (a) above, the offeror shall submit in its proposal a statement certifying that to its best knowledge and belief no affiliation exists relevant to possible conflicts of interest. The offeror must obtain the same information from potential subcontractors prior to award of a subcontract.

    (d) The Contracting Officer will review the statement submitted and may require additional relevant information from the offeror. All such information, and any other relevant information known to DOT, will be used to determine whether an award to the offeror may create a conflict of interest. If any such conflict of interest is found to exist, the Contracting Officer may (1) disqualify the offeror, or (2) determine that it is otherwise in the best interest of the United States to contract with the offeror and include appropriate provisions to mitigate or avoid such conflict in the contract awarded.

    (e) The refusal to provide the disclosure or representation, or any additional information required, may result in disqualification of the offeror for award.  If nondisclosure or misrepresentation is discovered after award, the resulting contract may be terminated. If after award the Contractor discovers a conflict of interest with respect to the contract awarded as a result of this solicitation, which could not reasonably have been know prior to award, an immediate and full disclosure shall be made in writing to the Contracting Officer. The disclosure shall include a full description of the conflict, a description of the action the contractor has taken, or proposes to take, to avoid or mitigate such conflict. The Contracting Officer may, however, terminate the contract for convenience if he or she deems that termination is in the best interest of the Government.

    (End of provision)

**`I. 13 1252.223-72 PROTECTION OF HUMAN SUBJECTS (OCT 1994)`**

    The Contractor shall comply with the National Highway Traffic Safety Administration (NHTSA) principles and procedures (in accordance with NHTSA Order 700-1, 700-3, and 700-4) for the protection of human subjects participating in activities supported directly or indirectly by contracts from DOT. A copy of the applicable NHTSA orders shall be provided to offerors and/or contractors upon request. In fulfillment of its assurance:

    (a) A committee competent to review projects and activities that involve human subjects shall be established and maintained by the Contractor.

    (b) The committee shall be assigned responsibility to determine for each activity planned and conducted that:

    (1) The rights and welfare of subjects are adequately protected; 

    (2) The risks to subjects are outweighed by potential benefits; and

    (3) The informed consent of subjects shall be obtained by methods that are adequate and appropriate.

    (c) Committee reviews are to be conducted with objectivity and in a manner to ensure the exercise of independent judgment of the members. Members shall be excluded from review of projects or activities in which they have an active role or a conflict of interests.

    (d) Continuing constructive communication between the committee and the project directors must be maintained as a means of safeguarding the rights and welfare of subjects.

    (e) Facilities and professional attention required for subjects who may suffer physical, psychological, or other injury as a result of participating in an activity shall be provided.

    (f) The committee shall maintain records of committee review of applications and active projects, of documentation of informed consent, and of other documentation that may pertain to the selection, participation, and protection of subjects. Detailed records shall be maintained of circumstances of any review that adversely affects the rights or welfare of the individual subjects. Such materials shall be made available to DOT upon request.

    (g) The retention period of such records and materials shall be as specified at .

    (h) Periodic reviews shall be conducted by the Contractor to assure, through appropriate administrative overview, that the practices and procedures designed for the protection of the rights and welfare of subjects are being effectively applied.

    (Note: If the Contractor has a Department of Health and Human Services approved Institutional Review Board (IRB) which can appropriately review this contract in accordance with the technical requirements and NHTSA Orders 700-1, 700-3, and 700-4, that IRB will be considered acceptable for the purposes of this contract.

    (End of clause)

**I.14 RIGHTS IN DATA (DEC 1998)**

Rights to all data first produced in the performance of this contract,
whether developed, enhanced or leveraged in the performance of this
contract, including software, shall be retained by the Contractor. All
data, including software, contained in Deliverables required to be
submitted under Section F.9, shall be delivered with unlimited
Government rights, unless otherwise agreed to in writing by the
Contracting Officer when granting permission to establish claim to
copyright as required by FAR 52.227-14(c).

The Government shall have the right to use all human factors research
data, results, findings and conclusions generated for the SAVE-IT
Program within the scope of those tasks outlined in Phases I and II. The
Contractor shall submit sample data including all variables from all
tasks in Phases I and II. If the Government requests the access to raw
data, the Contractor shall comply with the Government's request. Data
generated as a result of technology benchmarking shall also be made
available. All the results and findings shall be made available to the
public in the form of progress reports, deliverables, task reports,
conference presentations, and journal publications. Technical
implementation for both software algorithms and hardware design shall
not be made available to the public.

**`Attachment J-1`**

A.  **`REFERENCES`**

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