**Exhibit10.3**
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 1. THIS CONTRACT IS A RATED ORDER                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | RATING                                                                                                            | PAGE                    | OF                                                        | PAGES                                 |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------|-------------------------|-----------------------------------------------------------|---------------------------------------|
| **AWARD/CONTRACT**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | UNDER DPAS (15  CFR 350)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                   |                    | 1                                                         | 31                                    |
| 2.  CONTRACT *(Proc. Inst. Ident.)* NO.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 3.  EFFECTIVE  DATE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 4.  REQUISITION/PURCHASE REQUEST/PROJECT NO.                                                                 |
| DTFH61-06-D-00030                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | October 1, 2006                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 21-21-6071 &  21-21-6271                                                                                      |
| 5.  ISSUED BY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | CODE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                              | HAAM 30-D               | 6.   ADMINISTERED BY *(If other than Item  6)*       | CODE                                  |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                              |                    |                                                      |                                  |
| Department of  Transportation  Federal Highway Administration  Office of Acquisition Management  400 7th St., S.W., Room 4410, Washington, DC  20590-0001                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Same as Block #5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                              |                    |                                                      |
| 7.  NAME AND ADDRESS OF CONTRACTOR *(No. street, county, state and ZIP Code)*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 8.  DELIVERY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                              |                    |                                                      |
| Iteris, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | o   FOB ORIGIN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | x   OTHER *(See below)*                                                                                      |
| 1515 South  Manchester Avenue                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 9.  DISCOUNT  FOR PROMPT PAYMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Anaheim, CA 92802                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                              |                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                              |                    |                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 10. SUBMIT INVOICES                                                                                               |                    | ITEM                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | *(4 copies unless other-  wise specified) * TO THE                                                      |                    |                                                           |
| CODE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | FACILITY CODE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ADDRESS SHOWN IN:                                                                                                 |                    | See Block #5                                              |
| 11.  SHIP TO/MARK  FOR                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | CODE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                              |                    | 12.  PAYMENT  WILL BE MADE BY                        | CODE                                  | HABF24 |
| See Part I,  Section F                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Federal Highway  Administration, Finance Division,  Room 4314, 400 7th St., S.W.,  Washington, DC 20590-0001 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                              |                    |                                                      |                                  |
| 13.  AUTHORITY  FOR USING OTHER THAN FULL AND OPEN COMPETITION:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 14.  ACCOUNTING  AND APPROPRIATION DATA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                              |                    |                                                      |
| o  10 U.S.C. 2304(c)(     )                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | o  41 U.S.C. 253(c)(     )                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 15X0439060-0000-021J600600-2101000000-25305-61006600  = $200,000                                             |
| 15A.  ITEM NO.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 15B.   SUPPLIES/SERVICES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 15C.  QUANTITY                                                                                               | 15D.  UNIT         | 15E.  UNIT  PRICE                                    | 15F.  AMOUNT                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | “National Intelligent Transportation Systems (ITS)  Architecture Evolution and Support”                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                              |                    |                                                      |                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                              |                    |                                                      |                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Total Potential Amount (Including Options):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                              |                    |                                                      |                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | $24,529,659                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                              |                    |                                                      |                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                              |                    |                                                      |                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                              |                    |                                                      |                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | **15G.   TOTAL AMOUNT OF CONTRACT**                                                                          |                         | $24,529,659                                               |
| 16.  TABLE OF CONTENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (ü)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | **SEC.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | **DESCRIPTION**                                                                                                   | **PAGE(S)**             | **(**ü)                                              | **SEC.**                              | **DESCRIPTION** | **PAGE(S)** |   |
| PART I - THE  SCHEDULE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | PART II -  CONTRACT CLAUSES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                              |
| X                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | A                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | SOLICITATION/CONTRACT FORM                                                                                        | 1                       | x                                                         | I                                     | CONTRACT CLAUSES | 28-30 |   |
| X                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | B                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | SUPPLIES OR SERVICES AND PRICE/COST                                                                               | 2                       | PART III - LIST  OF DOCUMENTS, EXHIBITS AND OTHER ATTACH. |                                  |
| X                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | C                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | DESCRIPTION/SPECS./WORK STATEMENT                                                                                 | 3-8                     | x                                                         | J                                     | LIST OF ATTACHMENTS | 31 |   |
| X                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | D                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | PACKAGING AND MARKING                                                                                             | 8-9                     | PART IV -  REPRESENTATIONS AND INSTRUCTIONS               |                                  |
| X                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | E                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | INSPECTION AND ACCEPTANCE                                                                                         | 9                       |                                                      | K                                     | REPRESENTATIONS, CERTIFICATIONS |   |   |
| X                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | F                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | DELIVERIES OR PERFORMANCE                                                                                         | 9-12                    |                                                      |                                  | AND OTHER STATEMENTS OF OFFERORS |   |   |
| X                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | G                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | CONTRACT ADMINISTRATION DATA                                                                                      | 12-19                   |                                                      | L                                     | INSTRS., CONDS., AND NOTICES TO OFFERORS |   |   |
| x                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | H                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | SPECIAL CONTRACT REQUIREMENTS                                                                                     | 20-27                   |                                                      | M                                     | EVALUATION FACTORS FOR AWARD |   |   |
| *CONTRACTING  OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 17.  o   CONTRACTOR’S NEGOTIATED AGREEMENT   *(Contractor is required to sign  this document and return __9__ copies to issuing office.) *Contractor agrees to furnish and  deliver all items or perform all the services set forth or otherwise  identified above and on any continuation sheets for the consideration stated  herein.  The rights and obligations of  the parties to this contract shall be subject to and governed by the  following documents:  (a) this  award/contract, (b) the solicitation, if any, and (c) such provisions,  representations, certifications, and specifications, as are attached or  incorporated by reference herein.  *(Attachments are listed herein.)* | 18.  o   AWARD  *(Contractor is not required to sign this document.)*  Your offer on Solicitation Number  _________________________________________, including the additions or changes  made by you which additions or changes are set forth in full above, is hereby  accepted as to the items listed above and on any continuation sheets.  This award consummates the contract which  consists of the following documents:   (a) the Government’s solicitation and your offer, and (b) this  award/contract.  No further contractual  document is necessary. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 19A.  NAME AND TITLE OF SIGNER  * (Type or print)*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 20A.  NAME OF  CONTRACTING OFFICER                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Iteris, Inc. [***]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | [***]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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| 19B.  NAME OF  CONTRACTOR                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 19C.  DATE  SIGNED                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 20B.  UNITED  STATES OF AMERICA                                                                              | 20C.  DATE  SIGNED |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 8/29/2006                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                              | 9/1/06                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | [***]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                              |                    | BY                                                        | [***]                                 |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | *(Signature of person authorized to  sign)*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                              |                    |                                                      | *(Signature  of Contracting Officer)* |   |   |
| NSN  7540-01-152-8069                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 26-107                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                              | STANDARD FORM 26        |
| (REV. 4-85)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                              |                    |
| PREVIOUS EDITION  UNUSABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Computer  Generated                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                              | Prescribed by GSA       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                              | FAR (48 CFR) 53.214(a)  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                   |                         |                                                           |                                       |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

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[***]      Confidential treatment has been requestedfor the bracketed portions.  Theconfidential redacted portion has been omitted and filed separately with theSecurities and Exchange Commission.

 

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# **P A RT  I**

**SECTION B - SUPPLIES OR SERVICES ANDPRICES/COSTS**

The Contractor shallfurnish all the necessary facilities, materials, and personnel and shallperform technical non-personal services and program support necessary underthis contract entitled “**National IntelligentTransportation Systems (ITS) Architecture Evolution and Support**”.  Such services and program support shall berendered to the Federal Highway Administration (FHWA) through the issuance ofcost-plus-fixed-fee task orders under this Indefinite Delivery/IndefiniteQuantity (IDIQ) contract.

The totalestimated amount (maximum) for the performance of this indefinitedelivery/indefinite quantity contract (Base Period, plus three option years) is$24,529,659. That amount consists of an estimated total aggregate cost of [***]plus an aggregate fee of [***].

The estimatedamount for the performance of the Base Period (two years) of this contract is $9,841,693,consisting of an estimated cost of [***] plus an aggregate fee of [***].

The estimated amountfor the performance of the First Option Year (one year) of this contract is $4,884,756,consisting of an estimated cost of [***] plus an aggregate fee of [***].

The estimatedamount for the performance of the Second Option Year (one year) of this contractis $4,887,264, consisting of an estimated cost of [***] plus an aggregate feeof [***].

The estimatedamount for the performance of the Third Option Year (one year) of this contractis $4,915,947, consisting of an estimated cost of [***] plus an aggregate feeof [***].

All travel shallbe reimbursed at cost in accordance with the travel and per diem clause(reference Section G).  Travel and perdiem shall not exceed [***] for the entire period of performance (Base plus allOption Years).

See “LEVEL OF EFFORTREQUIRED TO ACCOMPLISH WORK”, ON PAGE 10, for Minimum Order Amount.

 

 

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[***]                 Confidentialtreatment has been requested for the bracketed portions.  The confidential redacted portion has beenomitted and filed separately with the Securities and Exchange Commission.

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

**BACKGROUND**

Aconsensus National ITS Architecture was developed in June 1996 to serve as theframework for Intelligent Transportation Systems deployment.  It culminated nearly three years of effort byfour teams, each representing the private sector, the public sector, andacademia.  The effort was led by the U.S.DOT, with each team tasked to engage and involve stakeholders from around thecountry to help shape this national effort.

Following development,the U.S. DOT recognized the need for subsequent ongoing tasks to beaccomplished to maximize the return on the investment.  The first task is the evolution of theNational ITS Architecture – to maintain it in a current status and to integratenew user services as needs are identified and articulated.  Modifications have been made based upon inputreceived from deployment programs throughout the country as well as fromemerging ITS standards.  Version 5.0 ofthe National ITS Architecture, incorporating the new security additions andother changes, was distributed on CD ROM in December 2003.  The next version will likely incorporateother new user services, as well as focus on dedicated short rangecommunications needs and updates in other areas of the Architecture.  The National ITS Architecture thus continuesto be the definitive and accurate reference for ITS deployment planning.

The second majorfollow-on task is deployment support. Several levels of workshops were initiated in late 1999 to supportMetropolitan Planning Organizations (MPOs) and statewide development ofregional and project architectures.  Morethan 100 of these workshops were conducted between CY 2000 and CY 2006.  A software tool, Turbo Architecture, wasdeveloped and made available for distribution in 2000 to facilitate the processof developing these architectures, using the National ITS Architecture as areference.  Version 3.0 was released inMay 2004 to be in synch with the National ITS Architecture Version 5.0 andreflect the FHWA Rule and FTA Policy on Architecture and Standards.  A major training program has beensuccessfully executed with more than 150 presentations to over 3000 personsthroughout the country.  Outreachprograms have been supported with presentations being given at majortransportation forums throughout the country as well as internationally.  Finally, there has been an ongoing effort tosupport the ITS Standards and the Systems Engineering Programs, both outgrowthsof the Architecture Development Program, and ensure that they remain linked asthat is essential for the continued deployment of ITS systems.

**CONTRACTOBJECTIVES**

***The objectives ofthis contract are to:***

1.                                       Conductan architecture evolution effort to include evaluating/executing changes due todeployment experiences, changes in requirements, development of ITS standards,and changes in U.S. DOT policy. Integrate new user services into the National ITS.

2.                                       ProvideITS deployment support that enhances the transportation planning process anduses the National ITS Architecture in the development of regional and projectarchitectures.

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3.                                       Maintainand support the Turbo Architecture software application.  Update it to conform to new versions of theNational ITS Architecture.

4.                                       Participatein outreach and training efforts to explain the use of the National ITSArchitecture to U.S. DOT resource centers and division offices and assistefforts to explain the use of the Architecture to state and local planners,implementers, integrators, and manufacturers.

5.                                       AssistU.S. DOT policymakers in defining policy consistent with the National ITSArchitecture and supporting SAFETEA-LU and subsequent legislation.  Ensure that the Architecture reflects newpolicies.

6.                                       Supportthe ITS Standards development program and the mapping of ITS standards to theNational ITS Architecture.

7.             Support the Systems Engineering program includingeducation and outreach.

8.                                       Supportcoordination with other ITS Joint Program Office (JPO) activities (e.g., themajor initiatives, etc.)

# **SCOPE**

The Contractor willprovide for continued technical enhancement and evolution of the National ITSArchitecture, which was developed to serve as a framework for national ITSdeployments.  The Contractor will providesupport to the U.S. DOT by ensuring that the National ITS Architecture ismaintained and kept up-to-date and reflects all changes, additions, andcorrections necessitated by the continually evolving ITS program.  The Contractor will ensure the Architectureremains current and inclusive through the integration of new, stakeholdersupported user services, and will support the U.S. DOT by providing technicaladvice regarding policies and actions that might affect the National ITSArchitecture.  In addition, theContractor will support the FHWA deployment support program by conductingtraining and workshops to help explain regional and project architectures toregional/state/local implementers, and performing outreach to the variousadministrations and their constituents within U.S. DOT that are affected by theNational ITS Architecture.  Finally, theContractor will support two programs that are related to and outgrowths of theArchitecture Program, the ITS Standards Program and the Systems EngineeringProgram.

# **DELINEATIONOF WORK**

The Contractor shall notincur costs under the following Tasks A, B, and C except in performing TaskOrders.

In order to accomplishthe contract objectives, the following list of task areas shall be performed:

## **Task Area A – Architecture Program Management**

The Contractor willprovide advice and recommendations to the U.S. DOT regarding issues that mayspecifically impact the National ITS Architecture.  Specific activities may include:

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1.                                       Analyzeaspects of the Architecture program, attend regular ITS JPO meetings (policy,quarterly reviews, etc.), and deliver required program status briefings andreports to the U.S. DOT.

2.                                       Reviewand provide recommendations on the necessary facilities, staff and equipmentrequired to effectively carry out Architecture program objectives.

3.                                       Providethe ITS JPO Architecture Program Manager strategic advice and recommendationsconcerning the current direction and near-term future of the Architectureprogram.

4.                                       Consultwith and provide recommendations to the ITS JPO Architecture Program Manager onplanning issues related to the daily management of the Architecture program, toinclude maintenance of the National ITS Architecture, architecture andstandards policy, and architecture related training and workshops.

5.                                   Provide the ITS JPOArchitecture Program Manager advice and consultation regarding contractualissues.

6.                                       Developpapers and make presentations regarding the National ITS Architecture anddeployment issues at forums that may include the ITS-America Annual Meeting,the AASHTO Annual Meeting, and the ITE Annual Meeting.

7.                                       Providethe ITS JPO Architecture Program Manager technical advice and reviews of ITSstandards development, testing, and deployment efforts, especially as relatedto the National ITS Architecture.

## **Task Area B - Architecture Evolution(Maintenance and New User Services)**

Under the overallmanagement of the U.S. DOT, the Contractor will provide administrative andtechnical support in maintaining and evolving the National ITSArchitecture.  Specific activities mayinclude:

1.                                       Maintainarchitecture configuration control while addressing major and minor updates tothe National ITS Architecture documentation.

2.                                       Keepabreast of other ITS developments and deployments that may require changes tothe National ITS Architecture and propose such changes when they areidentified.

3.                                       Evaluateproposed changes to the National ITS Architecture to determine their impact onthe Architecture itself and to other on-going U.S. DOT activities, andintegrate them into the National ITS Architecture following ITS JPO approval.

4.                                       Maintainthe integrity of the National ITS Architecture documentation set, especiallythe architecture definition.  Provide CDROM versions of the National ITS Architecture following all major updates.  Provide web-based changes to reflect allupdates, both major and minor.

5.                                       Integratenew user services into the Architecture in response to the stakeholders’articulating emerging needs and following ITS JPO approval of the new userservice.

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6.                                       Maintainthe Turbo Architecture software tool as required to fully utilize upgrades tothe National ITS Architecture definition and to respond to the FHWA Rule andFTA Policy on Architecture and Standards.

7.                                       Participatein architecture related activities within the major U.S. DOT initiatives andintegrate relevant elements into the National ITS Architecture.

8.                                       Maintainthe National ITS Architecture website and all appropriate documentation, toinclude the latest versions, major (also on CD ROM) and minor (web based only).

## **Task Area C – Deployment Support**

The Contractor willprovide overall support to the U.S. DOT in ensuring that the National ITSArchitecture is considered in all local and national ITS deployments.  The Contractor will provide limited trainingsupport to public sector (federal) personnel and others as may be subsequentlytasked.  The Contractor will supportarchitecture outreach efforts to U.S. DOT resource centers and divisionoffices, state and local implementers, the various administrations within theU.S. DOT, and other stakeholders as required. Specific activities may include:

1.                                       Providetechnical assistance to the Architecture Field Support Team (AFST), otherFederal employees, and FHWA contractors as needed on the National ITSArchitecture and regional ITS architecture development, deployment, use, andmaintenance.  This may be in the contextof achieving consistency with the requirements addressed in the FHWA Rule andFTA Policy on Architecture and Standards.

2.                                       Provideregional and project ITS architecture reviews and assessments, including thosedone on-site.

3.                                       Providesoftware support for the Turbo Architecture software tool.  Provide technical support to TurboArchitecture users.

4.                                       Supportdevelopment and maintenance of ITS architecture guidance documentation.  Coordinate with U.S. DOT and other U.S. DOTcontractors in any architecture guidance document development.

5.                                       Developmaterials for regional architecture workshops that may involve various aspectsof the architecture process to include the regional planning process and thedevelopment, use, and maintenance of regional architectures and projectarchitectures.

6.                                       Presentarchitecture workshops (2-day or more) and seminars (1-day) at sites around thecountry, hosting from one to four different regions, using detailed knowledgeof the National ITS Architecture and experience and lessons learned withregional ITS architectures.

7.                                       Supportthe NHI training courses “Deploying the National ITS Architecture” and “TurboArchitecture Software Training”.

8.                                       Developissue papers encompassing a wide range of architecture topics includingrelationship with the transportation planning process, regional and projectarchitectures, security issues, and other current topics involving the NationalITS Architecture.

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9.             Develop and conduct systems engineer process workshopsand seminars.

10.                                 Providesystems engineering process technical assistance to the FHWA Division Officesand Resource Centers.

11.                                 Developwhite papers and issue papers, as tasked, to address systems engineering andits relationship to the transportation planning process.

**HARDCOPY PUBLICATIONS**

#### **Publicationsfor All FHWA Offices**

All applicablereports shall be prepared in accordance with the “Guidelines for PreparingFederal Highway Administration Publications” (FHWA-AD-88-001), dated January1988, and as amended by Change 1 dated May 20, 1994.  Specifically, the contractor shall providethe government with the following for each report developed under thiscontract:

A completedTechnical Report Documentation Page, Form DOT 1700.7 (8-72), which is locatedvia the Internet athttp://www.bts.gov/itc/1770-7.pdf.  This form is necessary to ensure all reportsare entered into the National Technical Information Service database.

A printed versionof the report:  A camera-ready copy (apublication term used to define the finished manuscript), including all artwork(illustrations or photographs) ready for printing by photographic or othermeans.

An electronicversion of the report:  An electronicversion of the report is necessary to upload into the clearinghouse library(otherwise, scanning in the report is required and this is a time-consuminglabor-intensive exercise.)) All photographs and negatives used within thereport are property of DOT.

**ELECTRONICMEDIA**

*** *HTMLCoding**

For documents(generally under 50 pages) to be coded by DOT staff: To submit electronic filesto be coded by DOT staff the document should be sent in Word 2000 or above,with graphic files sent separately in either jpeg or gif format.

For documents over50 pages to be coded by external sources: All web-enabled documents should becoded in HTML 3.2 or above, to be viewed in Netscape or Internet Explorerbrowser versions 3.0 or better.  Designand function need to be pre-approved by the COTR.

Any scriptingbeyond HTML needs to be pre-approved by the COTR.  Documents should be broken down intomanageable files and graphics should either be jpeg or tif and as small aspossible (less than 50k).  The usage offrames is permissible.  Commented code shouldbe used 

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to support futurerevisions.  Color codes should behexadecimal, not word codes.  These tagsshould be used: <b>not<strong>, <I>not<em>.  Furthermore, <u>(underlining) shouldnot be used.  End paragraphtags</p> are not necessary. Animated graphics should not loop endlessly.

###### **Graphics**

Request forartwork to be designed for the web should be accompanied by originals (photos,slides, existing artwork, etc.) if possible. These will then be used as reference to check color.  Electronic files submitted for inclusion inthe graphic should be saved in a jpeg or tif format with a resolution of 300pixels/inch.

If there is anexisting design that the graphic needs to tie into, or if there is apossibility that variations of this graphic may be used in the future, thisshould be discussed upon submitting graphic request.

###### **PRESENTATION  MATERIALS**

Presentationmaterials that are prepared for conferences, briefings, courses, workshops,etc., and developed in electronic format shall be submitted in hard copy formatas well as in the program of origin that is acceptable to DOT.  Art must be produced in a program that canexport an interchange file format that can be imported into other files, suchas reports.  Photos must be in tif orjpeg format, with on-screen preview and with line screen appropriate forprinting.

**COMPLIANCE WITH REHABILITATIONACT AND ACCESS BOARD STANDARDS**

**Incompliance with FAR 39.2 and TAM NOTE 01-03/Section 508 of the RehabilitationAct, please note the following requirement:**

The Contractormust ensure that any and all electronic documents which it prepares will meetthe requirements of Section 508 of the Rehabilitation Act.  The Rehabilitation Act requires that allelectronic products prepared for the Federal Government be accessible topersons with disabilities, including those with vision, hearing, cognitive, andmobility impairments.  **The Contractor can view Section 508 of theRehabilitation Act (http://www.accessboard.gov/508.htm) and the Federal ITAccessibility Initiative (Home Page) (http://section508.gov/) for detailedinformation.**

The FHWA hasdetermined that the accessibility requirements contained in the Electronic andInformation Technology Accessibility Standards, Section 1194.22, “Web-basedintranet and internet information and applications”, apply to this work.** **Thestandards are****available at****www.access-board.gov/sec508/508standards.htm.

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**SECTIOND - PACKAGING AND MARKING**

**PACKAGING**

Preservation, packing,and packaging of items for shipment shall be in accordance with commercialpractice and adequate for acceptance by common carrier for safe transportationat the most economical rates.

**SHIPMENT AND MARKING**

Shipment of deliverableitems shall be as follows:

Ship to:                                           FederalHighway AdministrationITS Joint Program OfficeRoom 3416400 Seventh Street, S.W.Washington, DC  20590

ATTN:  Lee Simmons, HOIT-1

**F.O.B. POINT**

The F.O.B. point for allitems under this contract is:

Federal Highway Administration400 Seventh Street, S.W.Washington, DC  20590

**Allitems shall be shipped F.O.B. Destination.**

**SECTIONE - INSPECTION AND ACCEPTANCE**

All work hereunder shall be subject to review and acceptance by theGovernment.

**52.252-2                ClausesIncorporated By Reference (Feb 1998)**

This contractincorporates one or more clauses by reference, with the same force and effectas if they were given in full text.  Uponrequest, the Contracting Officer will make their full text available.  Also, the full text of a clause may be accessedelectronically at this address:  ***http://www.arnet.gov/far/***  (the Official GSA Site of the FederalAcquisition Regulations (FAR))

52.246-5    Inspection of Services - Cost-Reimbursement.     APR 1984

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**SECTIONF - DELIVERIES OR PERFORMANCE**

**PERIOD OF PERFORMANCE**

The period of performancefor this contract is twenty-four (24) months from on the effective date of thecontract.  The period of performance foreach specific task order will be determined prior to the effective date of thattask order.  All work and serviceshereunder, including preparation and submission of the final report, shall becompleted on or before the completion date of this contract, or the datespecified on a given task order, whichever is later.  Task Orders may be issued up to the final dayof this contract, and the contract will remain in force to allow for completionof all Task Orders issued.  However, theGovernment shall not issue, and the Contractor shall not accept, any new taskorders issued subsequent to the performance period of this contract.

**52.217-9Option to Extend the Term of the Contract. (MAR 2000)**

(a) The Government may extend the term of thiscontract by written notice to the Contractor within 30 days before the contract’sBase Period ends, provided that the Government gives the Contractor apreliminary written notice of its intent to extend at least 60 days before thecontract expires.  The preliminary noticedoes not commit the Government to an extension.

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

(c) The total duration of this contract, including theexercise of any options under this clause, shall not exceed 60 months (5years).

**LEVEL OF EFFORT REQUIRED TO ACCOMPLISH WORK**

MAXIMUM:

In the performanceof cost-plus-fixed-fee task orders issued during the base period ofperformance of 24 months (two years) pursuant to this contract, the contractorshall provide a maximum of 65,400 direct productive labor hours of technicaleffort.  Direct productive labor hoursare defined as actual work hours exclusive of vacation, holiday, sick leave,and all other absences.

MINIMUM:

The Governmentshall order a minimum of $200,000 for fully burdened effort during the two-yearbase period.

###### **DELIVERABLES/SCHEDULEOF WORK**

The schedule of work andrequirements for deliverables shall be performed in accordance with theindividual task orders, as negotiated in each Task Order.

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**PLACE OF DELIVERY**

**A.****                                    Invoices**

**ToContracts Office**

Submit originaland 1 copy of each invoice to:

Federal HighwayAdministrationOffice of Acquisition Management, HAAM-30D400 Seventh Street, S.W., Room 4410Washington, D.C.  20590

Attn:       Adams JeanPierreE-mail:     adams.jeanpierre@dot.gov

**ToContracting Officer’s Technical Representative (COTR)**

The contractorshall submit to the COTR one copy of each invoice.

**B.****                                    RegularlyRecurring Reports**

(1)  **QUARTERLY PROGRESS REPORTS**

**To Contracting Officer’s Technical Representative (COTR)**

Thecontractor shall submit to the COTR **two hardcopies** of a Quarterly Progress Report.

**To Contracting Officer**

Submit**one hard copy** of each QuarterlyProgress Report to:

Federal HighwayAdministrationOffice of Acquisition Management, HAAM-30D400 Seventh Street, S.W., Room 4410Washington, D.C.  20590

Attn:       Adams JeanPierreE-mail:     adams.jeanpierre@dot.gov

**52.242-15             STOP-WORKORDER (AUG 1989) – ALTERNATE I (APR 1984)**

(a)                                  TheContracting Officer may, at any time, by written order to the Contractor,require the Contractor to stop all, or any part, of the work called for by thiscontract for a period of 90 days after the order is delivered to the Contractor,and for any further period to which the parties may agree.  The order shall be specifically identified asa stop-work order issued under this clause.  Upon receipt of the order, the Contractorshall immediately 

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comply with itsterms and take all reasonable steps to minimize the incurrence of costsallocable to the work covered by the order during the period of workstoppage.  Within a period of 90 daysafter a stop-work order is delivered to the Contractor, or within anyextension of that period to which the parties shall have agreed, theContracting Officer shall either-

(1)           Cancel the stop-work order; or

(2)                                  Terminatethe work covered by the order as provided in the Termination clause of thiscontract.

(b)                                 Ifa stop-work order issued under this clause is canceled or the period ofthe order or any extension thereof expires, the Contractor shall resumework.  The Contracting Officer shall makean equitable adjustment in the delivery schedule, the estimated cost, the fee,or a combination thereof, and in any other terms of the contract that may beaffected, and the contract shall be modified, in writing, accordingly, if -

(1)                                  Thestop-work order results in an increase in the time required for, or inthe Contractor’s cost properly allocable to, the performance of any part ofthis contract; and

(2)                                  TheContractor asserts its right to the adjustment within 30 days after the end ofthe period of work stoppage; provided, that, if the Contracting Officer decidesthe facts justify the action, the Contracting Officer may receive and act upona proposal submitted at any time before final payment under this contract.

(c)                                  Ifa stop-work order is not canceled and the work covered by the order isterminated for the convenience of the Government, the Contracting Officer shallallow reasonable costs resulting from the stop-work order in arriving atthe termination settlement.

(d)                                 Ifa stop-work order is not canceled and the work covered by the order isterminated for default, the Contracting Officer shall allow, by equitableadjustment or otherwise, reasonable costs resulting from the stop-workorder.

(End of clause)

**52.252-2****                                               CLAUSESINCORPORATED BY REFERENCE  (FEB 1998)**

Thiscontract incorporates one or more clauses by reference, with the same force andeffect as if they were given in full text. Upon request, the Contracting Officer will make their full textavailable.

(End of Clause)

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

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**SECTIONG - CONTRACT ADMINISTRATION DATA**

**TASKORDER PROCEDURE**

All funds expendedunder this contract shall be incurred and accounted for under individual TaskOrders.

(1)                      Within theDirect Productive labor hours specified in the **LEVEL OF EFFORT REQUIRED TO ACCOMPLISH WORK**clause of thiscontract, the Contractor shall incur costs under this contract in theperformance of task orders and task order modifications issued in accordancewith this ordering procedure.  No othercosts are authorized without the express written consent of the ContractingOfficer.

(2)                      The workwill be conducted by the Contractor on an as-needed basis, within the scope ofthe contract. The exact nature and extent of the Contractor’s work under thiscontract will be based on written Requests For Task Order Proposals (RFTOP)developed or reviewed by the Contracting Officer’s Technical Representative(COTR), who will forward a copy of each written RFTOP to the contractor.  Each RFTOP will include, as a minimum, thefollowing:

(a)                    Name of theCOTR and Contracting Officer’s Task Manager (COTM);

(b)                   Contract Number,due date and time for Government’s receipt of proposal(s), and number ofrequired copies of each proposal;

(c)                    Description ofthe work required;

(d)                   The COTM’sestimated maximum number of labor hours or maximum price not-to-exceed, andother resources required;

(e)                    Documentationrequirements;

(f)                      The COTM’sdesired delivery/performance schedule;

(g)                   Qualityassurance standards, as appropriate; and

(h)                   Travelauthorized

(3)                      Within 14calendar days after receipt of an e-mailed RFTOP from the Government, or withinany earlier or later deadline specified in the RFTOP, the Contractor shallsubmit to the COTR and to the Contracting Officer a Task Order Proposal.  (See addresses for COTR and ContractingOfficer in Section F of this contract). Each such Task Order Proposal must clearly reference on the outsideof the submission envelope, *and*in a *cover letter* the contractnumber and the particular RFTOP on which the Contractor is proposing. Each suchTask Order Proposal shall, at a minimum, contain all of the following:

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(a)          Thoroughdiscussion of the technical approach for performing the work, as required bythe RFTOP.

(b)         Periodof Performance and Schedule of Work, including an estimated date ofcommencement of the work.

(c)          Estimatedlevel of effort, types of staffing and number of hours by sub-task, includingthose in (e) below.

(d)         Travel,equipment and materials estimates.

(e)          Anestimate for subcontractors and consultants, including direct labor hours andcost information, if applicable.

(f)            Estimatedcost information broken down by cost element, including any estimated computerusage time, if applicable; and estimated indirect costs and inter-divisionaltransfer costs.

(g)         Subjectto the *restrictions* stated below,the contractor may include, in any Task Order Proposal, an allowance formanagerial and administrative costs estimated to be incurred in connection withthat particular Task Order, plus an allowance for any bid and proposal costsestimated to be incurred in submitting a proposal for that particular Task Order.  Such allowances, in the aggregate, shall notexceed 5% of all *other* costsbeing proposed for that particular Task Order **withoutthe prior written consent of the Contracting Officer.**  **Further,the contractor shall never *propose*,and shall never *accept*, a *double* or a *multiple* recovery of any cost**.  Thus, for example, costs billed as directcosts under a Task Order shall not *also*be placed in any of the contractor’s *indirect*cost pools.  Notwithstanding thepermissibility of an estimate for managerial, administrative, and bid &proposal costs under a Task Order, costs shall be *reimbursed* only to the extent that they are actually,allocably, reasonably and allowably *incurred*.

(h)         Totalestimated cost and fixed fee for completion of the Task Order**.**

(4)                      Based onmutual agreement of the estimates, the FHWA will issue a Task Order and theContractor shall proceed with the conduct of the work.

(5)                      Task Orderswill contain, as a minimum, the following information:

(a)          Name and signature ofthe Contracting Officer.

(b)         Contract Number, TaskOrder Number, and effective date.

(c)          Description of task(s)including deliverables.

(d)         Maximum number ofcontract labor hours or price not to exceed, and other resources       authorized.

(e)          Dollar amount ofnegotiated fixed fee.

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(f)            Travel authorized.

(g)         Documentation andreporting requirements.

(h)         Delivery/performanceschedule.

(i)             Accounting andappropriation data.

(j)             Any other necessaryinformation.

(6)       The Contracting Officer may modify TaskOrders in the same manner as they are issued.

(7)                    If theContractor at any time during work assignment performance has reason to believethat the total incurred cost or number of labor hours will exceed 75% the totalestimate set forth in the Task Order, the contractor will immediately notifythe Contracting Officer, COTR, and COTM in writing and suggest a revisedestimate for completion of the work required there under.  The Contracting Officer will make the finaldetermination of the approved cost for each Task Order.  **Thecontractor’s cost incurred shall not exceed the total estimated cost specifiedin each Task Order.  Costs incurred thatexceed the total estimated cost of a Task Order will not be reimbursed, unlessauthorized in advance by the Contracting Officer.**

(8)                    Any unresolvedTask Order terms or conditions should be subject to the **DISPUTES** clause.

(9)                    In the eventthat Task Orders extend beyond the contract’s period of performance, thecontract will remain in effect to accommodate the completion of the TaskOrder(s).

(10)                In the event thatthere is a conflict between the requirements of the contract, the Task Order,or the Contractor’s work plan, the contract shall prevail followed in order of precedenceby the Task Order and finally, the Contractor’s work plan.

**QUARTERLY PROGRESS REPORT**

The Contractorshall furnish two (2) hard copies of a quarterly letter-type progress report tothe Contracting Officer’s Technical Representative and one (1) to theContracting Officer (CO), on or before the 15th ofthe month following the calendar quarter being reported.  Each report shall contain concise statementscovering the research activities relevant to the study, including:

1.         Abrief description of the Task Order objective.

2.                         Budgetand scheduling information including the date the Task Order was initiated, theestimated completion date, original hours and cost estimate, and a tabulationof hours and cost expended this quarter, cumulative total to date, and neededto complete the work.

3.                           Abrief description of the activities conducted under the Task Order during thereporting period.

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4.                       A discussion of any problemsencountered or anticipated that might affect successful completion of the TaskOrder, together with recommended solutions to such problems.

5.                       Any other pertinent information,including an analysis and explanation of any cost over-runs.  Each quarterly progress report shall alsocontain a budget summary showing planned, actual and cumulative hours and costsfor each active Task Order.

**ANNUAL PROGRESS REVIEW**

The applicablequarterly reports will be used as part of the annual performance reviewconducted by the CORT with the contractor. The Contractor shall revise staffing, work assignments, and financialcontrols, as needed, based on annual performance reviews.

**TRAVEL AND PER DIEM**

Traveland Per Diem authorized under this contract shall be reimbursed in accordancewith the Government Travel Regulations currently in effect, up to the limitstated in SECTION B.  Current per diemrates are listed at:

***http://policyworks.gov/org/main/mt/homepage/mtt/perdiem/travel.shtml***

Travelrequirements under this contract shall be met using the most economical form oftransportation available.  If economyclass transportation is not available, higher class transportation shall beapproved in advance by the Contracting Officer, and the request for paymentvoucher must be submitted with justification for use of higher class travelindicating dates, times, and flight numbers. All travel shall be scheduled sufficiently in advance to take advantageof offered discount rates, unless authorized by the Contracting Officer.

The amount ofreimbursement shall not exceed the maximum limit authorized in any TaskOrder.  Specific conditions andlimitation applicable to travel under this contract are as follows:

1.                                       **Local Travel** - Reimbursement **will not** be allowed for travel to orfrom the primary place of performance (i.e., Turner-Fairbank Highway ResearchCenter (TFHRC) or DOT Headquarters) for those employees assigned to work underthis contract, or to and from the Contractor’s local and headquarters officesites, or to and from the employee’s residence.

2.                                       **Temporary Assignments** - Any Task Orderrequiring assignment of Contractor personnel at locations outside the primaryplace of performance (i.e., TFHRC or DOT Headquarters) for less than 6 monthswill be considered a temporary assignment. Travel and per diem expenses as allowable, incurred in performingtemporary assignments may be billed in accordance with Government TravelRegulations.

**CONTRACTINGOFFICER’S TECHNICAL REPRESENTATIVE (COTR)**

The ContractingOfficer (CO) has designated Lee Simmons as Technical Representative (COTR) toassist in monitoring the work under this contract.  The COTR is responsible for the technicaladministration of the contract and technical liaison with the Contractor.  The COTR is NOT 

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authorized tochange the scope of work or specifications as stated in the contract, to makeany commitments, to otherwise obligate the Government, or to authorize anychanges which affect the contract price, delivery schedule, period ofperformance, or other terms or conditions.

**TheContracting Officer is the only individual who can legally commit or obligatethe Government for the expenditure of public funds.  The technical administration of the contractshall not be construed to authorize the revision of the terms and conditions ofthis contract.  The Contracting Officershall authorize any such revisions in writing.**

**FUNDSAVAILABLE**

Theclause entitled “LIMITATION OF FUNDS” applies to this contract.  Any notification required on the part of theContractor shall be made in writing to the Contracting Officer with a copy tothe COTR.  In the event that the contractis not funded beyond the estimated cost set forth in the schedule, theContractor shall deliver to the Contracting Officer the data collected and thematerial produced or in process or acquired in connection with the performanceof the project provided herein together with a summary report in five copies ofits progress and accomplishments to date.

a.                                       Currently,funds in the amount of two hundred thousand dollars ($200,000) are obligated tothis contract.

b.                                      Subjectto the availability of funds and an executed document by the ContractingOfficer, an additional [***] may be obligated to this contract.

**PAYMENT**

a.                                       TheContractor may be reimbursed for direct and indirect costs incurred in theperformance hereof as are allowable under the provisions of Subpart 31.2, 31.3,31.6, or 31.7 (as applicable) of the Federal Acquisition Regulations in thenot-to-exceed amount of [***] subject to the Limitations of Funds Clause.

b.                                      TheContractor may request monthly interim payments for costs incurred during theperformance of this contract.  Eachmonthly interim payment request shall be supported by a statement of costsincurred by the Contractor in the performance of this contract and claimed toconstitute allowable costs.  Each monthlyinterim payment request shall be submitted in accordance with Attachment No. 3,“The FHWA Billing Instructions for Cost Reimbursement Contracts” to beconsidered proper for payment.  Priorapproval of the Contracting Officer is required if the contractor wishes to usea different payment request form.

c.                                       Inaccordance with clause 52.232-25, “Prompt Payment”, monthly interim paymentswill be made by the 30th day following receipt of proper request forpayment by the designated billing office, unless audit or other review isconsidered necessary to ensure compliance with the terms and conditions of thecontract.  All interim payments hereunderwill be made upon further determination by the Contracting Officer that thecontractor is making adequate progress toward successful contract completion.

 

 

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[***]                   Confidentialtreatment has been requested for the bracketed portions.  The confidential redacted portion has beenomitted and filed separately with the Securities and Exchange Commission.

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d.                                      Finalinvoice payment shall be made upon the Contracting Officer’s determination thatall contract requirements have been completed. The payment due date for the final invoice shall be established inaccordance with the clause 52.232-25.

e.                                       Inaddition to reimbursing the Contractor for allowable costs, the Governmentshall pay the Contractor the fee negotiated for each particular Task Order – tothe extent that the Task Order is being satisfactorily performed.  The Contractor may claim the allocableportion of the fee for any given Task Order, as a part of each applicablemonthly interim payment request.

The Contractor shall furnish an original and one (1)copy of each voucher for payment to the Contracting Officer and one (1) copy tothe Contracting Officer’s Technical Representative.

**INDIRECT COSTS**

Pending theestablishment of final indirect cost rates which shall be negotiated based onaudit of actual costs as provided in Subpart 42.7 of the Federal AcquisitionRegulation, the Contractor shall be reimbursed for allowable indirect costsbased on negotiated, provisional indirect rates as identified below:

| Indirect Cost  Element:   | ** ** | **Rate:** | ** ** | **Type:** | ** ** | **Base (applied  to):** |
|-------------------------------------|------------|-----------|------------|-----------|------------|-------------------------|
| Overhead                            |       | [***]     |       | [***]     |       |    [***] |

 

This INDIRECT COSTprovision does not operate to waive the LIMITATION OF FUNDS Clause.  The Contractor’s audited final indirect costsare allowable only insofar as they do not cause the Contractor to exceed thetotal estimated costs for performance of the contract listed on page 2 (SECTIONB) and under the PAYMENT provision above.

**BILLINGRATES**

The provisionallabor and indirect rates negotiated under this contract for billing purposesshall remain in effect until revised rates have been approved in writing by theContracting Officer. The Contractor shall request new provisional billing ratesin writing, no more frequently than annually. Such request shall delineate thecurrent and proposed rates to be used, along with the proposed effective dateof new rates.

 

 

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[***]                 Confidentialtreatment has been requested for the bracketed portions.  The confidential redacted portion has been omittedand filed separately with the Securities and Exchange Commission.

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**SUBCONTRACTS- ADVANCE NOTIFICATION AND CONSENT**

Under thiscontract, the requirements of FAR 44.2, CONSENT TO SUBCONTRACTS, have beenfulfilled for the following subcontracts:
| Subcontractor’s Name   | ** ** | **Estimated Price for Base Period** |
|-----------------------------|------------|-------------------------------------|
|                        |       |                                |
| Lockheed Martin Corporation |       | [***]                               |
| Consystec Corporation       |       | [***]                               |
| Ice & Associates        |       | [***]                               |
| Booz Allen Hamilton, Inc.   |       | [***]                               |

 

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

**KEYPERSONNEL**

**1252.237-73Key Personnel (APR 2005)**

**KEYPERSONNEL(APR 2005)**

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

(b) Before removing,replacing, or diverting any of the specified individuals, the Contractor shallnotify the contracting officer, in writing, before the change becomeseffective.  The Contractor shall submitinformation to support the proposed action to enable the contracting officer toevaluate the potential impact of the change on the contract.  The Contractor shall not remove or replacepersonnel under this contract until the Contracting Officer approves thechange.

The Key Personnel underthis Contract are listed below.

(End of Clause)

The Contractor hasdesignated [***] as the Program Manager (PM) and [***] the PrincipalInvestigator (PI).  In the event thateither the Program Manager or the Principal Investigator or both is (are)unable to continue performance under this contract, the appointment of areplacement or replacements of equal caliber shall be subject to the priorwritten approval of the Contracting Officer.

 

 

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[***]                 Confidentialtreatment has been requested for the bracketed portions.  The confidential redacted portion has beenomitted and filed separately with the Securities and Exchange Commission.

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The Key Personnel and/orFacilities under this Contract: specify key personnel and/or facilities

| Key Personnel Name: | ** ** | **Discipline:**                      |
|---------------------|------------|--------------------------------------|
| [***]               |       |   Transportation  Engineer |
| [***]               |       | Systems Engineer                     |
| [***]               |       |   Systems  Engineer        |
| [***]               |       | Systems Engineer                     |
| [***]               |       | Systems Engineer                     |
| [***]               |       |  Transportation  Engineer       |
| [***]               |       | Software Engineer                    |

 

**SECTIONH - SPECIAL CONTRACT REQUIREMENTS**

**QUALIFICATIONSOF CONTRACTOR EMPLOYEES (DEVIATION) (MAY 2005) – Alternate I (October 2005)**

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

b. Work under thiscontract may involve access to DOT facilities, sensitive information, orresources (e.g., computer systems). To protect sensitive information, whichshall not be disclosed by the contractor unless authorized in writing by thecontracting officer, the contractor shall provide training to any contractoremployees authorized to access sensitive information, and upon request of theGovernment, provide information to assist the Government in determining anindividual’s suitability to have authorization.

c. The ContractingOfficer may require dismissal from work under this contract those employeesdeemed incompetent, careless, insubordinate, unsuitable, or otherwiseobjectionable, or whose continued employment is deemed contrary to the publicinterest or inconsistent with the best interest of national security.

d. Contractor employeesworking on this contract must complete such forms, as may be necessary forsecurity or other reasons, including the conduct of background investigationsto determine suitability. Completed forms shall be submitted as directed by theContracting Officer. Upon the Contracting Officer’s Technical Representative(COTR) or Project/Program Manager (PM) request, the Contractor’s employeesshall be fingerprinted, or subject to other investigations as required.

e. The Contractor shallensure that contractor employees are citizens of the United States of Americaor an alien who has been lawfully admitted for permanent residence oremployment

 

 

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[***]                 Confidentialtreatment has been requested for the bracketed portions.  The confidential redacted portion has beenomitted and filed separately with the Securities and Exchange Commission.

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(indicated by immigrationstatus) as evidenced Bureau of Citizenship and Immigration Servicesdocumentation; and

f. The Contractor shallimmediately notify the COTR or PM when an employee’s status changes (e.g.,employee’s transfer, completion of a project, retirement or termination ofemployment) that may affect the employee’s eligibility for access to thefacility, sensitive information, or resources.

g. To ensure therequirements of FIPS 201, Personal Identity Verification (PIV) of FederalEmployees and Contractors, are met, the Contractor shall:

1.             Provide a listingof personnel from whom an identification (ID) card is requested to the COTR orPM who will provide a copy of the listing to the card issuing office.  This may include Contractor and subcontractorpersonnel.  Following issuing officedirections for submittal of an application package.

2.             Whilevisiting or performing work on a DOT facility, as specified by the issuingoffice, PM or COTR, ensure that contractor employees prominently display theiridentification card.

3.             Promptlydeliver to the issuing office: (1) all ID cards assigned to an employee who nolonger requires access to the facility; and (2) all expired ID cards withinfive (5) days of their expiration or all cards at time of contract termination,whichever occurs first.

4.             Immediatelyreport any lost or stolen ID cards to the issuing office and follow theirinstructions.

h.  TheContractor shall include the substance of this clause in all subcontracts atany tier where the subcontractor may have access to Government facilities,sensitive information, or resources.

i. Failure to comply with these requirements may result in withholding offinal payment.

**(End ofclause)**

 

**52.232-33 Payment by Electronic Funds Transfer -Central Contractor Registration (OCT 2003)**

(a) *Method of payment*. (1) All payments by theGovernment under this contract shall be made by electronic funds transfer(EFT), except as provided in paragraph (a)(2) of this clause. As used in thisclause, the term “EFT” refers to the funds transfer and may also include thepayment information transfer.

(2) Inthe event the Government is unable to release one or more payments by EFT, theContractor agrees to either -

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(i) Acceptpayment by check or some other mutually agreeable method of payment; or

(ii)Request the Government to extend the payment due date until such time as theGovernment can make payment by EFT (but see paragraph (d) of this clause).

(b) *Contractor’s EFT information*. TheGovernment shall make payment to the Contractor using the EFT informationcontained in the Central Contractor Registration (CCR) database. In the eventthat the EFT information changes, the Contractor shall be responsible forproviding the updated information to the CCR database.

(c) *Mechanisms for EFT payment*. The Governmentmay make payment by EFT through either the Automated Clearing House (ACH)network, subject to the rules of the National Automated Clearing HouseAssociation, or the Fedwire Transfer System. The rules governing Federalpayments through the ACH are contained in 31 CFR part 210.

(d) *Suspension of payment*. If the Contractor’sEFT information in the CCR database is incorrect, then the Government need notmake payment to the Contractor under this contract until correct EFTinformation is entered into the CCR database; and any invoice or contractfinancing request shall be deemed not to be a proper invoice for the purpose ofprompt payment under this contract. The prompt payment terms of the contractregarding notice of an improper invoice and delays in accrual of interestpenalties apply.

(e) *Liability for uncompleted or erroneous transfers*.(1) If an uncompleted or erroneous transfer occurs because the Government usedthe Contractor’s EFT information incorrectly, the Government remainsresponsible for -

(i)Making a correct payment;

(ii)Paying any prompt payment penalty due; and

(iii)Recovering any erroneously directed funds.

(2) Ifan uncompleted or erroneous transfer occurs because the Contractor’s EFTinformation was incorrect, or was revised within 30 days of Government releaseof the EFT payment transaction instruction to the Federal Reserve System, and -

(i) Ifthe funds are no longer under the control of the payment office, the Governmentis deemed to have made payment and the Contractor is responsible for recoveryof any erroneously directed funds; or

(ii)If the funds remain under the control of the payment office, the Governmentshall not make payment, and the provisions of paragraph (d) of this clauseshall apply.

(f) *EFT and prompt paymen*t. A payment shall bedeemed to have been made in a timely manner in accordance with the promptpayment terms of this contract if, in the EFT payment transaction instructionreleased to the Federal Reserve System, the date specified for settlement ofthe payment is on or before the prompt payment due date, 

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providedthe specified payment date is a valid date under the rules of the FederalReserve System.

(g)EFT and assignment of claims. If the Contractor assigns the proceeds of thiscontract as provided for in the assignment of claims terms of this contract,the Contractor shall require as a condition of any such assignment, that theassignee shall register separately in the CCR database and shall be paid by EFTin accordance with the terms of this clause. Notwithstanding any other requirement of this contract, payment to anultimate recipient other than the Contractor, or a financial institutionproperly recognized under an assignment of claims pursuant to subpart 32.8, isnot permitted. In all respects, the requirements of this clause shall apply tothe assignee as if it were the Contractor. EFT information that shows theultimate recipient of the transfer to be other than the Contractor, in theabsence of a proper assignment of claims acceptable to the Government, isincorrect EFT information within the meaning of paragraph (d) of this clause.

(h)Liability for change of EFT information by financial agent. The Government isnot liable for errors resulting from changes to EFT information made by theContractor’s financial agent.

(i) *Payment information*. The payment ordisbursing office shall forward to the Contractor available payment informationthat is suitable for transmission as of the date of release of the EFTinstruction to the Federal Reserve System. The Government may request theContractor to designate a desired format and method(s) for delivery of paymentinformation from a list of formats and methods the payment office is capable ofexecuting. However, the Government does not guarantee that any particularformat or method of delivery is available at any particular payment office andretains the latitude to use the format and delivery method most convenient tothe Government. If the Government makes payment by check in accordance withparagraph  (a) of this clause, theGovernment shall mail the payment information to the remittance addresscontained in the CCR database.

(Endof clause)

**NONPERSONALSERVICES CONTRACT**

This contract is a“nonpersonal” services contract” as defined in the FAR at subpart 37.101.  It is understood and agreed that thecontractor and/or contractor’s employees and subcontractors:   (1) shall perform the services specifiedherein as independent contractors, not as employees of the government;  (2) shall be responsible for their ownmanagement and administration of the work required and bear sole responsibilityfor complying with any and all technical, schedule, or financial requirementsor constraints attendant to the performance of this contract;  (3) shall be free from supervision or controlby any government employee with respect to the manner or method of performanceof the services specified; but (4) shall, pursuant to the government’s right and obligation to inspect,accept or reject the work, comply with such general direction of thecontracting officer, or the duly authorized representative of the contractingofficer as is necessary to ensure accomplishment of the contract objectives.

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**LIABILITY**

The Governmentcannot indemnify the Contractor or its subcontractor(s) from liability as aresult of the performance of work under this contract. Therefore, theContractor is required to obtain adequate property, vehicle and liabilityinsurance during the entire period of performance, as appropriate, inaccordance with the provisions of the clause at FAR 52.228-5, which isincorporated into this contract in Section I. **Evidence of such insurance must besubmitted to the Contracting Officer as a condition of award.**

**GOVERNMENTFURNISHED OR ACQUIRED PROPERTY**

Any Governmentfurnished or contractor acquired property provided or obtained under theperformance of this contract shall be accounted for as provided inTransportation Acquisition Regulation (TAR) Subpart 1245.5, and by complyingwith the following provision:

**1252.245-70         GOVERNMENT PROPERTY REPORTS (OCT 1994)**

(a)                                  Thecontractor shall prepare an annual report of Government property in itspossession and the possession of its subcontractors.

(b)                                 Thereport shall be submitted to the Contracting Officer not later than September15 of each calendar year on Form DOT F 4220.43, Contractor Report of GovernmentProperty.

###### **QUALITYASSURANCE STATEMENT**

The FederalHighway Administration (FHWA) provides high-quality information to serveGovernment, industry, and the public in a manner that promotes publicunderstanding.  Standards and policiesare used to ensure and maximize the quality, objectivity, utility, andintegrity of its information.  FHWAperiodically reviews quality issues and adjusts its programs and processes toensure continuous quality improvement.

**REPRINTSOF PUBLICATIONS**

At such time thatany article resulting from work under this contract is published, two reprintsof the publication shall be sent to the COTR, clearly referencing this contractnumber and any other appropriate handling information.  Written notification shall also be providedto the Contracting Officer.

**SITEVISITS**

TheFHWA, through its authorized representative, has the right at all reasonabletimes, to make site visits for the purpose of reviewing the projectaccomplishments and management control systems, and to provide technicalassistance and guidance as may be required. If any site visit is made by the FHWA on the premises of the Contractor,a team member, or a subcontractor performing work under the contract, same willprovide and will require their subcontractor(s) to provide all reasonablefacilities and assistance for the safety and convenience of the FHWA and 

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otherGovernment representatives, in the performance of their duties.  Such visits may be either announced orunannounced.

#### **POST-AWARDEVALUATION OF CONTRACTOR PERFORMANCE**

a.       Contractor PerformanceEvaluations

Annual and finalevaluations of contractor performance will be prepared on this contract inaccordance with FAR 42.15 (or FAR 36.201 for construction, or FAR 36.604 forArchitect-Engineering).  The finalperformance evaluations will be prepared at the time of completion of work.  Annual and final evaluations will be providedto the contractor as soon as practicable after completion of theevaluation.  The contractor can elect toreview the evaluation and submit additional information or a rebuttalstatement.  The contractor will bepermitted thirty days to respond. Contractor response is voluntary and is not mandatory.  Any disagreement between the partiesregarding an evaluation will be referred to an individual at a level above theContracting Officer, whose decision is final.

Copies of theevaluations, contractor responses, and review comments, if any, will beretained as part of the contract file, and may be used to support future awarddecisions.

b.      Electronic Access toContractor Performance Evaluations

FAR42.15 requires agencies to prepare annual and final evaluations of contractorperformance.  The U. S. Department ofTransportation utilizes the National Institutes of Health (NIH) ContractorPerformance System (CPS) to record and maintain past performance information.  The CPS module for architect-engineercontracts is not yet available. Therefore, the following information regarding electronic access doesnot apply to architect-engineer contracts. Contractors that have Internet capability may access evaluations througha secure Web site for review and comment by completing the registration formthat can be obtained at the following URL: https://www.cpscontractor.nih.gov/.

The registrationprocess requires the contractor to identify an individual who will serve as aprimary contact and who will be authorized access to the evaluation for reviewand comment.  In addition, the contractorwill be required to identify a secondary contact who will be responsible fornotifying the cognizant contracting official in the event the primary contactis unavailable to process the evaluation within the required 30-day timeperiod.  Once the contractor isregistered and a performance evaluation has been prepared and is ready forcomment, the CPS will send an e-mail to the contractor representative notifyingthat individual that a performance evaluation is electronically available forreview and comment.

ENDOF CLAUSE

###### **PROTECTIONOF INFORMATION AND LIMITATION OF FUTURE CONTRACTING**

a.               It is anticipatedthat in performance of this contract, the Contractor may require access to orreceipt of information and data relating to FHWA’s plans, programs, technicalrequirements, and budgetary matters, and such other information, the disclosureof which 

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may givecompetitive advantage to recipients or would be adverse to the interest of theGovernment.

b.              The Contractor shallnot disclose such information acquired to anyone, other than those Contractor,subcontractor, or consultant personnel performing work under this contract,without the prior written consent of the Contracting Officer, until such timeas the Government may have authorized the release of such information and datato the public.

c.               To the extent thatthe work under this contract requires access to proprietary, businessconfidential, or financial data of other companies, and as long as such dataremains proprietary or confidential, the Contractor shall protect such datafrom unauthorized use and disclosure and agrees not to use it to competeagainst such companies.

d.              It is anticipatedthat during performance of this contract, the Contractor may be issued TaskOrders involving technical evaluation of other Contractor’s offers orproducts.  FAR 9.505-3 provides thatcontracts shall not generally be award to a Contractor that would evaluate oradvise the Government concerning its own products or activities or those of acompetitor without proper safeguards to ensure objectivity and protect theGovernment’s interests.  These safeguardswill be accomplished by restricting future contracting with the Government asdelineated below.

e.               FHWA will notunilaterally disclose to the Contractor any proprietary information furnishedby domestic or foreign participants in FHWA’s programs.  If the Contractor requires access to suchinformation in performance of this contract, an agreement concerning releaseand restrictions on the use of such data must be sought by the Contractor withthe source of the data.

f.                  It is agreed bythe parties of this contract that the Contractor will be restricted in itsfuture contracting with Government in the manner described below in thissub-section f.  Except as specificallyprovided below in the sub-section f, the Contractor shall be free to competefor FHWA business on an equal basis with other companies.  If the Contractor, under the terms of thiscontract, acquires or obtains information specified in paragraphs a or c ofthis section and if that information is not publicly available and could givethe Contractor a competitive advantage in subsequent procurements or would beadverse to the interests of the Government, then the Contractor shall beineligible to perform as a prime contractor, subcontractor or consultant, or inany capacity to any supplier under an ensuing Government contract.  Further, if the Contractor, under the termsof this contract, is required to develop specifications or a statement of work,or to develop materials leading directly, predictably or without delay to astatement of work to be used in the competitive procurement of a system orservices, the Contractor shall be ineligible to perform the work describedwithin that solicitation as a prime contractor, subcontractor, consultant, orin any capacity to any supplier under an ensuing FHWA contract.  Any questions on this matter shall beimmediately addressed to the Contracting Officer.

g.               These restrictionsdo not limit the Contractor’s right to use and disclose any information anddata obtained from another source without restriction.

h.              The Contractoragrees to train its employees who will have access to such sensitiveinformation in all necessary security procedures and require them to signnon-disclosure 

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statements andcertificates attesting to their understanding of the requirements forsafeguarding such information.

i.                  In the eventthat the Contractor fails to comply with this provision of the contract, theGovernment may terminate the contract for default.

j.                  The Contractorshall include this provision, including this paragraph, in all subcontracts andconsultant agreements for performance of work under this contract unlessexcused in writing by the Contracting Officer.

**COMPUTERRELATED SERVICES**

The primarypurpose of this contract is *not*to perform ADP services or computer services. (The mere use of personalcomputers and common off-the-shelf programs – for word-processing, desk-top publishing,spreadsheets, e-mails, and the creation and manipulation of graphics – is *not* considered “computer related services”).

*However*,in the performance of one or more task orders, there is a *possibility* that the Contractor might berequired to create or to modify a web site, or might be required to create ormodify a database, or might provide other technical collaboration/support usingcomputers.  *If* any technical work of the type described in thisparagraph were ever required, it would be *specified*in the applicable task order(s).  Anysuch technical work shall be carefully coordinated with the COTR to ensure thatthe work complies with any FHWA ADP standards applicable at that time.

All requirementsfor compliance with the accessibility standards of Section 508 of theRehabilitation Act will be specified in the applicable Task Orders.

**SOURCECODE FOR SOFTWARE**

In the event thatsource code is first produced under this contract, delivery of all source codefor all software developed hereunder shall be in both electronic and paperformat.

**52.224-1Privacy Act Notification (APR 1984)**

The Contractorwill be required to design, develop, or operate a system of records onindividuals, to accomplish an agency function subject to the Privacy Act of1974, Public Law 93-579, December 31, 1974 (5 U.S.C. 552a) and applicableagency regulations.  Violation of the Actmay involve the imposition of criminal penalties.

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**PART II**

**SECTIONI - CONTRACT CLAUSES**

52.237-3                       CONTINUITYOF SERVICES (JAN 1991)

[In accordance with Iteris’request, subparagraph “c” of the CONTINUITY OF SERVICES clause is hereby ***modified*** so as to read as follows:]

“(c)                TheContractor shall allow as many personnel as practicable to remain on the job tohelp the successor maintain the continuity and consistency of the servicesrequired by this contract.  Personnelrecords will only be released to the successor with employee permission.  If selected employees are agreeable to the change,the Contractor shall release them at a mutually agreeable date.”

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

This contractincorporates one or more clauses by reference, with the same force and effectas if they were given in full text. Upon request, the Contracting Officer willmake their full text available. Also, the full text of a clause may be accessedelectronically at this/these address(es): ***http://www.arnet.gov/far/*** (the Official General Services Administration(GSA) Site of the Federal Acquisition Regulations (FAR));  ***http://www.dot.gov/ost/m60/tamtar/tar.htm***(the Official DOT Site of the Transportation Acquisition Regulations (TAR)).

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

|   | 1.  |   | 52.202-1  |   | Definitions (JUL 2004)                                                                                                                     |
|--------|-----|--------|-----------|--------|--------------------------------------------------------------------------------------------------------------------------------------------|
|   | 2.  |   | 52.203-3  |   | Gratuities (APR 1984)                                                                                                                      |
|   | 3.  |   | 52.203-5  |   | Covenant Against Contingent Fees (APR 1984)                                                                                                |
|   | 4.  |   | 52.203-6  |   | Restrictions on Sub-Contractor Sales to the  Government (JUL 1995)                                                                         |
|   | 5.  |   | 52.203-7  |   | Anti-Kickback Procedures (JUL 1995)                                                                                                        |
|   | 6.  |   | 52.203-8  |   | Cancellation, Rescission, and Recovery of Funds for  Illegal or Improper Activity (JAN 1997)                                               |
|   | 7.  |   | 52.203-10 |   | Price or Fee Adjustment for Illegal or Improper  Activity (JAN 1997)                                                                       |
|   | 8.  |   | 52.203-12 |   | Limitations on Payments to Influence Certain Federal  Transactions (SEP 2005)                                                              |
|   | 9.  |   | 52.204-4  |   | Printing/Copying Double-sided on Recycled Paper (AUG  2000)                                                                                |
|   | 10. |   | 52.204-7  |   | Central Contractor Registration (JULY 2006)                                                                                                |
|   | 11. |   | 52.209-6  |   | Protecting the Government’s Interest When  Subcontracting With Contractors Debarred, Suspended, or Proposed for  Debarment (JAN 2005) |
|   | 12. |   | 52.215-2  |   | Audit and Records – Negotiation (JUN 1999)                                                                                            |
|   | 13. |   | 52.215-8  |   | Order of Precedence – Uniform Contract Format (OCT  1997)                                                                             |
|   | 14. |   | 52.215-10 |   | Price Reduction for Defective Cost or Pricing Data  (OCT 1997)                                                                             |
|   | 15. |   | 52.215-11 |   | Price Reduction for Defective Cost or Pricing Data –  Modifications (OCT 1997)                                                        |
|   | 16. |   | 52.215-12 |   | Sub-Contractor Cost or Pricing Data (OCT 1997)                                                                                             |
|   | 17. |   | 52.215-13 |   | Sub-Contractor Cost or Pricing Data – Modifications  (OCT 1997)                                                                       |
|   | 18. |   | 52.215-15 |   | Pension Adjustments and Asset Reversions (OCT 2004)                                                                                        |

 

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|   | 19. |   | 52.215-17 |   | Waiver of Facilities Capital Cost of Money (OCT  1997)                                                                |
|--------|-----|--------|-----------|--------|-----------------------------------------------------------------------------------------------------------------------|
|   | 20. |   | 52.215-18 |   | Reversion or Adjustment of Plans for Post Retirement  Benefits (PRB) Other than Pensions (JUL 2005)                   |
|   | 21. |   | 52.215-19 |   | Notifications of Ownership Changes (OCT 1997)                                                                         |
|   | 22. |   | 52.215-21 |   | Requirements for Cost or Pricing Data or Information  Other Than Cost or Pricing Data – Modifications (OCT 1997) |
|   | 23. |   | 52.216-7  |   | Allowable Cost and Payment (DEC 2002)                                                                                 |
|   | 24. |   | 52.216-8  |   | Fixed Fee (MAR 1997)                                                                                                  |
|   | 25. |   | 52.216-18 |   | Ordering (OCT 1995)                                                                                                   |
|   | 26. |   | 52.216-22 |   | Indefinite Quantity (OCT 1995)                                                                                        |
|   | 27. |   | 52.219-4  |   | Notice Of Price Evaluation For HUBZone Small  Business Concerns (JAN 1999)                                            |
|   | 28. |   | 52.219-8  |   | Utilization Of Small Business Concerns (MAY 2004)                                                                     |
|   | 29. |   | 52.219-9  |   | Small Business Subcontracting Plan (JULY 2005)                                                                        |
|   | 30. |   | 52.219-16 |   | Liquidated Damages – Subcontracting Plan (JAN 1999)                                                              |
|   | 31. |   | 52.222-3  |   | Convict Labor (JUN 2003)                                                                                              |
|   | 32. |   | 52.222-21 |   | Prohibition of Segregated Facilities (FEB 1999)                                                                       |
|   | 33. |   | 52.222-26 |   | Equal Opportunity (APR 2002)                                                                                          |
|   | 34. |   | 52.222-35 |   | Equal Opportunity for Special Disabled Veterans,  Veterans of the Vietnam Era, and Other Eligible Veterans (DEC 2001) |
|   | 35. |   | 52.222-36 |   | Affirmative Action for Workers with Disabilities  (JUN 1998)                                                          |
|   | 36. |   | 52.222-37 |   | Employment Reports on Special Disabled Veterans and  Veterans of the Vietnam Era (DEC 2001)                           |
|   | 37. |   | 52.223-5  |   | Pollution Prevention and Right-to-Know Information  (APR 1998)                                                        |
|   | 38. |   | 52.223-6  |   | Drug-Free Workplace (MAY 2001)                                                                                        |
|   | 39. |   | 52.223-14 |   | Toxic Chemical Release Reporting (AUG 2003)                                                                           |
|   | 40. |   | 52.224-2  |   | Privacy Act (APR 1984)                                                                                                |
|   | 41. |   | 52.225-13 |   | Restrictions on Certain Foreign Purchases (FEB 2006)                                                                  |
|   | 42. |   | 52.225-14 |   | Inconsistency between English Version and  Translation of Contract (FEB 2000)                                         |
|   | 43. |   | 52.226-1  |   | Utilization of Indian Organizations and Indian Owned  Economic Enterprises (JUN 2000)                                 |
|   | 44. |   | 52.227-1  |   | Authorization and Consent (JUL 1995)                                                                                  |
|   | 45. |   | 52.227-2  |   | Notice and Assistance Regarding Patent and Copyright  Infringement (AUG 1996)                                         |
|   | 46. |   | 52.227-11 |   | Patent Rights – Retention by the Contractor (Short  Form) (JUN 1997)                                             |
|   | 47. |   | 52.227-14 |   | Rights in Data – General (JUN 1987)                                                                              |
|   | 48. |   | 52.227-19 |   | Commercial Computer Software – Restricted Rights  (JUN 1987)                                                     |
|   | 49. |   | 52.228-7  |   | Insurance – Liability to Third Persons (MAR 1996)                                                                |
|   | 50. |   | 52.230-2  |   | Cost Accounting Standards (APR 1998)                                                                                  |
|   | 51. |   | 52.230-3  |   | Disclosure and Consistency of Cost Accounting  Practices (APR 1998)                                                   |
|   | 52. |   | 52.230-6  |   | Administration of Cost Accounting Standards (APR  2005)                                                               |
|   | 53. |   | 52.232-9  |   | Limitation on Withholding of Payments (APR 1984)                                                                      |
|   | 54. |   | 52.232-17 |   | Interest (JUN 1996)                                                                                                   |
|   | 55. |   | 52.232-22 |   | Limitation of Funds (APR 1984)                                                                                        |
|   | 56. |   | 52.232-23 |   | Assignment of Claims (JAN 1986)                                                                                       |
|   | 57. |   | 52.232-25 |   | Prompt Payment (OCT 2003)                                                                                             |
|   | 58. |   | 52.233-1  |   | Disputes (JUL 2002)                                                                                                   |
|   | 59. |   | 52.233-3  |   | Protest After Award (AUG 1996) – Alternate I (JUN  1985)                                                         |
|   | 60. |   | 52.233-4  |   | Applicable Law for Breach of Contract Claim (OCT  2004)                                                               |

 

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|   | 61. |   | 52.237-2  |   | Protection of Government Buildings, Equipment, and  Vegetation (APR 1984)                        |
|--------|-----|--------|-----------|--------|--------------------------------------------------------------------------------------------------|
|   | 62. |   | 52.237-3  |   | Continuity of Services (JAN 1991)                                                                |
|   | 63. |   | 52.237-10 |   | Identification of Uncompensated Overtime (OCT 1997)                                              |
|   | 64. |   | 52.242-1  |   | Notice of Intent to Disallow Costs (APR 1984)                                                    |
|   | 65. |   | 52.242-3  |   | Penalties for Unallowable Costs (MAY 2001)                                                       |
|   | 66. |   | 52.242-4  |   | Certification of Final Indirect Costs (JAN 1997)                                                 |
|   | 67. |   | 52.242-13 |   | Bankruptcy (JUL 1995)                                                                            |
|   | 68. |   | 52.243-2  |   | Changes – Cost-Reimbursement (AUG 1987) – Alternate  I (APR 1984)                      |
|   | 69. |   | 52.244-2  |   | Subcontracts (AUG 1998) – Alternate I (JAN 2006)                                            |
|   | 70. |   | 52.244-6  |   | Subcontracts for Commercial Items (FEB 2006)                                                     |
|   | 71. |   | 52.244-5  |   | Competition in Subcontracting (DEC 1996)                                                         |
|   | 72. |   | 52.245-1  |   | Property Records (APR 1984)                                                                      |
|   | 73. |   | 52.245-5  |   | Government Property (Cost-Reimbursement,  Time-and-Material, or Labor-Hour Contracts) (MAY 2004) |
|   | 74. |   | 52.245-19 |   | Government Property Furnished “As Is” (APR 1984)                                       |
|   | 75. |   | 52.246-25 |   | Limitation of Liability – Services (FEB 1997)                                               |
|   | 76. |   | 52.247-34 |   | FOB Destination (NOV 1991)                                                                       |
|   | 77. |   | 52.249-6  |   | Termination (Cost-Reimbursement) (MAY 2004)                                                      |
|   | 78. |   | 52.249-14 |   | Excusable Delays (APR 1984)                                                                      |
|   | 79. |   | 52.253-1  |   | Computer Generated Forms (JAN 1991)                                                              |

 

**II. DEPARTMENT OF TRANSPORTATION ACQUISITION REGULATIONS (48 CHAPTER 12)CLAUSES**

 
|   | 80. |   | 1252.223-73 |   | Seat Belt Use Policies and Programs (MAY 2005)                  |
|--------|-----|--------|-------------|--------|-----------------------------------------------------------------|
|   | 81. |   | 1252.237-71 |   | Certification of Data (APR 2005)                                |
|   | 82. |   | 1252.242-71 |   | Contract Testimony (OCT 1994)                                   |
|   | 83. |   | 1252.242-72 |   | Dissemination of Contract Information (OCT 1994)                |
|   | 84. |   | 1252.242-73 |   | Contracting Officer’s Technical Representative (OCT  1994) |

 

**52.252-4 Alterations in Contract.(APR 1984)**

 Portions of this contract are altered asfollows: None

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**P A R T  III**

**SECTIONJ - LIST OF ATTACHMENTS**

1.                                       StandardForm LLL, Disclosure of Lobbying Activities - 2 pages

2.             FHWA Billing Instructions for CostReimbursement Contracts - 4 pages

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