EXHIBIT 10.15
COMMONWEALTH OF VIRGINIA
Contract for ITS On-Call Technical Services Consultant
Contract Number 699-WB
THIS CONTRACT entered into this 15th day of December 1998, by Odetics ITS
hereinafter called the "Contractor" and Commonwealth of Virginia, Department of
Transportation (VDOT) called the "Purchasing Agency" is for ITS technical
services consultant support on an "on-call" basis. No work shall be done by the
Contractor prior to receipt of a written notice to proceed in the form of a
signed Task Order from the VDOT Project Manager. The Purchasing Agency will not
be responsible for payment for work done in advance of such notice.
WITNESSETH that the Contractor and the Purchasing Agency in consideration of
mutual covenants, promises, and agreements herein contained, agree as follows:
SCOPE OF WORK: The Contractor shall provide the services to the Virginia
Department of Transportation as set forth in the contract documents.
PERIOD OF PERFORMANCE: This contract covers the period of December 15, 1998
through December 31, 2001, with the option to renew for two additional years in
one year intervals if mutually agreeable.
The contract documents shall consist of:
1. The signed contract
2. The following sections of the Request for Proposals dated July 20, 1998
(a) The Statement of Needs (Attachment A)
(b) General Terms and Conditions (Attachment B)
(c) Special Terms and Conditions (Attachment C)
3. The Contractor's proposal dated August 31, 1998, (Attachment D) and the
negotiated modifications to the proposal contained in the Contractor's Best
and Final Offer dated November 19, 1998. (Attachment E)
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4. The following additional terms and conditions:
(a) Audit and inspection of records:
The Contractor shall permit the authorized representative of the
Purchasing Agency, the U.S. Department of Transportation, and the
Comptroller General of the United States to inspect and audit all data
and records of the Contractor relating to its performance under this
agreement.
(b) Ownership of Documents:
It is understood and agreed to by and between the parties hereto, that
all reports, drawings, studies, specifications, memoranda, estimates,
computations, etc., secured by and for the Contractor in the
prosecution of this agreement shall become and remain the property
of the Purchasing Agency upon termination or completion of the work.
(c) Awarding agency rights pertaining to copyrights and rights in data:
VDOT and FHWA reserve a royalty-free, non-exclusive license to
reproduce, publish or otherwise use, for state or federal government
purposes, any work developed under this contract or any rights
of copyright purchased under this contract.
(d) Intellectual property rights:
The Contractor reserves all rights in its intellectual property
developed prior to this contract. For purposes of this contract,
intellectual property shall mean copyrights, patents and any other form
of intellectual property rights covering any data, data bases,
software, inventions, training manuals, systems design or other
proprietary information in any form or medium.
(i) Intellectual property developed exclusively with public funds
shall be owned by VDOT. "Developed exclusively with public funds"
means development was not accomplished exclusively or partially
at private expense. "Developed" means that the intellectual
property has been successfully operated and tested to the extent
sufficient to demonstrate to reasonable persons skilled in the
area that it can be reasonably expected to perform its intended
purpose.
(ii) Purchasing Agency hereby grants to the Contractor a royalty-free,
non exclusive license to use or modify software developed under
the project. Purchasing Agency shall not be liable for any use or
modification made by the Contractor for purposes outside this
agreement.
(iii) Intellectual property developed exclusively at private expense
shall be owned by the Contractor (or Contractor's respective
subcontractors, as applicable). Developed at private expense
means development was
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accomplished entirely with costs charged to indirect cost pools,
cost not allocated to this contract, or any combination thereof.
(iv) Any intellectual property owned by the contractor that is in the
public domain and used in the performance of work under this
contract will be subject to all applicable laws and may be used
by the Purchasing Agency on this contract or any other contract
at no additional cost.
(e) Liability:
The Contractor shall be responsible for all damage and expense to
person or property caused by its negligent activities and those of its
subcontractors, agents or employees, in connection with the work and
services under this contract.
The Contractor shall be liable for all damages, costs and additional
expense incurred by the Purchasing Agency in the execution of this
contract including, but not limited to, damages, costs and expenses
resulting from claims brought against VDOT by contractor(s) caused by
the failure of the Contractor to perform the work and services with the
same degree and standard of care and skill normally expected of and
provided by consultants in the performance of the same work and
services, or work and services similar to the work and services to be
provided herein. Acceptance of the work and services by the Purchasing
Agency shall not waive any of the rights of VDOT contained in this
section nor release or absolve the Contractor from any liability,
responsibility or duty contained herein.
(f) Status Reports and Invoices:
The Contractor must submit monthly status reports for each active task
assignment with the monthly invoice.
Invoices should be sent to:
Xx. Xxxxxx X. Xxxxx
ITS Division
Virginia Department of Transportation
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
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(g) Acceptance of Work Products:
Tasks or subtasks will not be considered "complete" until the
designated work product is accepted as complete by the VDOT Task
Manager. Complete shall mean that the work product meets the
requirements or expectations of both parties for that work product as
outlined in the signed Task Assignment document.
(h) Payment:
For services performed in accordance with the provisions of this
contract, the Purchasing Agency agrees to pay the Contractor on a
fixed price/Level of Effort basis with the amount based upon the hours
established to complete work on specific tasks multiplied by the fixed
billable rates as indicated in the Contractor's Best and Final Offer,
which is incorporated herein, and the non-salary direct costs for the
specific tasks. Contractor shall receive monthly in-progress payments
for work performed for the previous month based on milestones
identified in the Task Assignment document.
Any changes in personnel or rates from those shown in the Contractor's
Best and Final Offer shall require a written request from the
Contractor followed by written approval by the Purchasing Agency.
Changes in personnel may include additions or deletions of personnel
from this contract as well as promotions. Rates for new personnel must
be approved by the Purchasing Agency.
Annual rate increases after Year 1 will be handled as specified in the
Contractor's Best and Final Offer. The Purchasing Agency and the
Contractor will jointly determine individuals to be included in the
wage pool.
Invoices will be paid in full within 30 days after the receipt of a
proper and acceptable invoice by the Contractor.
(h) Certification regarding lobbying:
The Contractor certifies that it is in compliance with 49CFR Part 20,
Certification Regarding Lobbying
(i) Precedence of Documents
- This document
- Contractor's Best and Final Offer dated November 19, 1998
- Contractor's Proposal dated August 31, 1998
- Request for Proposals dated July 20, 1998
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(4) Consideration
The total expenditures under this contract shall not exceed $6 million
for the three-year period of performance. Fees for specific task
assignments shall be in accordance with the Price/Cost Chart included
in the Best and Final Offer for the approved individuals assigned to
the task.
IN WITNESSETH WHEREOF, the parties have caused this contract to be
duly executed intending to be bound thereby.
Contractor: Va. Department of Transportation:
By: /s/ X. X. Xxxx By: /s/ Xxxxxxx X. Xxx
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X. X. Xxxx
Title: Vice President and Director Title: Asst. Division Administrator
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Date: 12-15-98 Date: 12-22-98
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2.0 STATEMENT OF NEEDS
2.1 Potential Work Assignments
A broad range of project assignments are anticipated under this contract with
required ITS technical expertise. The Offeror selected under this solicitation
may be required to perform one or more of the following types of work
assignments:
. Development of statewide and regional frameworks in compliance with
the USDOT National Architecture
. Systems integration
. NTCIP-compliance testing
. Evaluation of ITS hardware/software alternatives
. Simulation modeling
. Traffic management
. National architecture compliance analysis
. ITS equipment specifications
. Review and evaluation of proposed ITS standards
. Development of functional requirements
. Review and critique of design documents
. Development arid evaluation of acceptance test plans
. Communication system evaluation and design
. Data extraction/interchange between disparate systems
. General ITS technical support to Central Office Divisions
. General ITS technical support to District offices
. Development of RFPs, RFIs and Statements of Work
Project assignments will not include engineering design level activity, although
conceptual and functional levels of detail may be required. This contract may
include software design and development activities. In some instances,
individual project assignments may not result in a formal report. In these
situations, the Consultant will work in cooperation with VDOT personnel to
recognize and solve individual problems as they arise.
Some assignments may include the development of requests for proposals for the
Department. The Consultant and/or any member of the team will not be considered
for subsequent work if any assignment clearly would give the Consultant or team
member a competitive advantage. The Department will consider these constraints
in scoping assignments, and the use of non-disclosure agreements, to minimize
such limitations. The Department's interest and the objectives of this project
shall take precedence, however, over the Consultant's interest. The duration
of assignments may range from a few days to several months, and it is likely
that multiple assignments will be concurrent. Progress meetings and/or reports
will be required as necessary to review the tasks undertaken and/or
accomplished.
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2.2 Term of Contract
This contract will be a 36-month task order contract. Individual task order
assignments will be negotiated as tasks are assigned by VDOT.
2.3 Staff Requirements
VDOT seeks a qualified team of consultants to perform work on an on-call basis.
Work assignments will be numerous and concurrent and will entail a comprehensive
knowledge of ITS, state DOTs, and the transportation technology industry. Over
the previous 21 months of this contract, the contractor worked approximately
25,000 hours. This figure is provided for information purposes only and should
not be construed to be a guarantee of a specific level of work under this
contract.
2.4 Project Manager Responsibilities
The Project Manager will be responsible for all aspects of the contract,
including:
. Overall contract management
. Subcontractor management
. Invoicing
. Progress reports
. Management of Task Managers
. Technical project work as appropriate
One of the primary evaluation criteria will be the proposed availability and
qualifications of the Project Manager. The Project Manager must be able to
provide an appropriate percentage of their time to this contract during the
contract period.
2.5 Task Managers
Because this is a task order-based contract, each task will be managed by a Task
Manager. The Task Managers, selected by the Project Manager and approved by
VDOT, will be responsible for delivering the work products of the individual
work assignment tasks. The Task Manager must be expert in the work assignment
area for which he/she is being assigned, and must be able to interact directly
with the VDOT project manager and other state/contractor personnel.
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5.0 GENERAL TERMS AND CONDITIONS
For the purposes of clarification, each firm receiving this Request for
Proposals is referred to as an "Offeror" and the Offeror awarded the
contract to supply goods or services is referred to as a "Contractor." This
Request for Proposals states the instructions for submitting proposals, the
procedure and criteria by which a contract may be awarded, and the
contractual terms which will exclusively govern the contract between VDOT
and the Contractor.
For a listing of the General Terms and Conditions, please see Attachment A.
If there is a conflict between the General Terms and Conditions and the
Special Terms and Conditions, the Special Terms and Conditions shall
govern.
6.0 SPECIAL TERMS AND CONDITIONS
By submitting their proposals, Offerors certify that they understand the
following prohibitions, and if awarded a contract as the result of this
solicitation, they will comply. They also understand that a violation of
these prohibitions is a breach of contract and can result in default
action.
6.1 Proposal Acceptance Period
The proposal shall be binding upon the Offeror for one hundred-twenty (120)
days following the proposal due date. If the proposal is not withdrawn at
that time, it remains in effect until an award is made or the solicitation
is canceled. It is anticipated that considerable time for review,
negotiations, and the pursuit of funding and other resource support may be
needed before a final decision can be made. Every effort will be made to
provide status information during this process.
6.2 Prime Contractor Responsibilities
No portion of this contract may be subcontracted without the written
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permission of VDOT. Subcontractors shall be fully qualified to perform the
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work and shall adhere to all provisions of this contract. The Contractor
shall be fully responsible for the performance of all subcontracted work.
The Contractor shall be responsible for completely supervising and
directing the work under this contract and all subcontractors that it may
utilize, using its best skill and attention. Subcontractors who perform
work under this contract shall be responsible to the prime Contractor. The
Contractor agrees that it is as fully responsible for the acts and
omissions of its subcontractors and of persons employed by it as it is for
the acts and omissions of its own employees.
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6.3 Joint Work
Due to the nature of VDOT's program, it will be necessary for the
Contractor to work in conjunction with other VDOT consultants, contractors,
universities and/or the Virginia Transportation Research Council. VDOT, at
its own discretion, may also direct the Contractor to reach out to acquire
the services of other qualified individuals not initially proposed in order
to perform certain project work.
6.4 D.B.E. Participation
It is the policy of the Commonwealth of Virginia to contribute to the
establishment, preservation, and strengthening of small businesses and
businesses owned by women and minorities and to encourage their
participation in State procurement activities. The Commonwealth of Virginia
encourages Offerors to provide for the participation for small and
businesses owned by women and minorities through partnerships, joint
ventures, subcontracts and other contractual opportunities. Submission of a
report for utilizing the goods and services of such businesses and plans
for involvement on this contract is required. By submitting a proposal,
Offerors certify that all information provided in response to this RFP is
true and accurate.
6.5 Proposed Individuals
All individuals proposed to work under this contract must continue to work
on this contract for its duration so long as they continue to be employed
by the Contractor unless removed from work on the contract with the consent
of VDOT. Any change in key personnel assigned to this project must be
submitted in writing to VDOT.
6.6 Insurance
The Contractor shall furnish a Certificate of Insurance showing the
following insurance coverages are in force at the time the work commences,
and will maintain these insurance coverages during the entire term of the
contract. Additionally, all insurance must be provided by insurance
companies authorized to sell insurance in Virginia by the Virginia State
Corporation Commission. This certificate shall be furnished to VDOT within
ten (10) calendar days after request. A thirty (30) day written notice of
cancellation or non-renewal shall be furnished to the Buyer identified in
the solicitation at the address indicated. If the Contractor fails to
maintain the insurance required, VDOT may cancel the contract. The right is
reserved to approve or reject the insurance provider, and notice
of acceptance will be given in writing.
Insurance coverages and limits required:
1. Worker's Compensation - Statutory requirements and benefits.
2. Employer's Liability - $100,000.
3. General Liability - $500,000 combined single limit. The Commonwealth
of Virginia is to be named as an additional insured with respect to
the services being procured. The
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coverage is to include Premises/Operations Liability, Property Damage,
Products and Completed Operations Coverage, Independent Contractor
Liability, Owner's and Contractor's Protective Liability and Personal
Injury Liability.
4. Automobile Liability - $500,000.
5. Property Damage - $500,000. The Commonwealth of Virginia is to be named as
an additional insured. VDOT reserves the right to approve or reject the
insurance provider and will give notice of acceptance to the Contractor via
Notice of Award.
6.7 Drug Free Work Place
The following acts are prohibited by the Contractor's employees performing
services under the terms of this contract.
1. Unlawful or unauthorized manufacture, distribution, dispensing, possession
or consumption of alcohol or other drugs at the work place.
2. Impairment or incapacitation in the work place from the consumption of
alcohol or other drugs.
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