Exhibit “A” Scope of Services: Systems Management General Planning Consultant I.

Purpose The DEPARTMENT requires professional multimodal transportation planning CONSULTANT services to support and supplement FDOT Systems Management Division of the Systems Planning Office for planning tasks associated with the efficient operation and management of the state’s transportation system. The primary tasks include: • Traffic Impact and Multimodal Mobility Review • Site Impact • Access Management • Interchange Access Document Analysis and Review • Project Feasibility and Special Studies • Corridor Studies • Mobility Performance Measures • Traffic Analysis Tools • Multi-Modal Transportation Studies Review and Development • Transportation Plan Development • Provide On-Site Services and Support • Legislative/Regulation/Policy Analysis • Managed Lane documents, procedures, and other aids • Development and delivery of the tasks listed • Studies for the tasks listed Funding sources for services may be work program, operating funds, or Highway Planning (HP) funds requiring FHWA authorization and oversight. “Work program” and “HP” Task Work Orders (Task Work Orders) may encompass more than one fiscal year. Work on “operating budget” Task Work Orders must be completed by June 1, with a final invoice received by the DEPARTMENT no later than June 15, of the fiscal year the funds are encumbered.

II.

Summary of Service The CONSULTANT is required to perform policy, planning, technical, and preliminary engineering analysis services to assist FDOT Central Office Systems Planning Staff. The CONSULTANT is responsible for developing specific data, reports, materials, documents and recommendations to assist the FDOT Central Office Systems Planning Staff. The CONSULTANT is required to coordinate with other DEPARTMENT offices, both in Tallahassee, Florida and other District locations around the state, as directed. The CONSULTANT is required to provide assistance with various Geographic Information Systems (GIS) tasks. A-1

Work will be performed by the CONSULTANT on an as-needed basis throughout the duration of the contract. Authorization to begin the work will be issued by the DEPARTMENT through the execution of a Task Work Order. Depending on the Method of Compensation for each Task Work Order, the CONSULTANT may be required to track and report individual staff working hours and provide a summary report to the DEPARTMENT by the end of each billing cycle. The CONSULTANT’S work will be managed by a DEPARTMENT Project Manager and a specific Task Work Order Manager who shall approve the scope of work to be performed by the CONSULTANT for associated tasks as outlined in Section III, IV, and V through individual Task Work Orders. Such Task Work Orders shall be consistent with the definition, requirements, and limitations of “work program,” “operating budget,” and “HP” tasks and shall include project or service requirements, schedules, manpower and direct cost estimate, documentation requirements, total allowable project costs, eligible staff to include job classifications consistent with Exhibit “B” of this contract, deliverables, and the method of reimbursement. After concurrence by the DEPARTMENT Task Work Order Manager, the Task Work Order including Scope of Services and fee estimate shall be reviewed and approved by the procurement office, an Intermodal Systems Development financial reviewer, an Intermodal Systems Development scope reviewer, and an Intermodal Systems Development Manager before the Task Work Order can be routed for signature and execution. The DEPARTMENT Project Manager, the Manager of the Systems Planning Office, and the CONSULTANT Project Manager will need to approve the issuance and signing of form 375-030-25 Task Work Order for Professional Services. The CONSULTANT is not authorized to initiate work on any Task Work Order prior to approval of form 375-030-25 Task Work Order for Professional Services by all parties. The DEPARTMENT has the final discretion on CONSULTANT staff used for each Task Work Order assignment. The CONSULTANT may assist in preparing a given Task Work Order. It is anticipated that specifically designated and agreed to CONSULTANT staff will need to be physically located in the DEPARTMENT Tallahassee, Florida Systems Planning Office working directly with DEPARTMENT staff during the majority of the tasks. The CONSULTANT shall provide sufficient staff physically present in the DEPARTMENT’s Central Office in Tallahassee per the request of the DEPARTMENT’s Project Manager. The CONSULTANT shall provide sufficient staff, the specific staff person requested, or acceptable staff at defined levels of expertise as agreed to by the DEPARTMENT’s Task Work Order Manager, in a timely manner to complete all assigned work. If, at any time, the DEPARTMENT Task Work Order Manager determines that the number or expertise of particular staff assigned to a specific task is inadequate, the DEPARTMENT Project Manager and Task Work Order Manager shall coordinate with the CONSULTANT Project Manager to ensure adequate staff with the proper level of expertise is made available to ensure the timely completion of the work.

A-2

III.

PLANNING TASKS FOR WHICH CONSULTANT SERVICES MAY BE REQUIRED

The “following tasks related to planning and preliminary engineering analysis are necessary to develop, define, refine, manage, monitor and report on the Interchange Access, Corridor Studies, Traffic Analysis, Transportation plan development, and provide on-site services and support. The products will be used by Central Office and District Office staff in project and corridor planning, preliminary engineering, and work program production and system implementation. Other planning tasks will be developed to support ongoing statewide programs. Such services may include: a. General Support The CONSULTANT and the DEPARTMENT shall execute a Task Work Order for the provision of general technical support 1. CONSULTANT Project Manager and selected CONSULTANT staff provides transportation planning and preliminary engineering services and products at the direction of the DEPARTMENT Project Manager. The CONSULTANT may charge time for preliminary engineering and planning work performed that is not specific to individual Task Work Orders to this task as agreed to by the DEPARTMENT Project Manager. 2. Provide assistance when a quick data collection effort or short term planning/preliminary engineering analysis needed to support the FDOT Systems Management Division of the Systems Planning Office. An “assignment letter” documenting the specific work to be performed, the products or services to be provided, the maximum charges allowed and other contractual requirements will enable such tasks. b. Contract Management Support The CONSULTANT and the DEPARTMENT shall execute a Task Work Order for the contractual and administrative services necessary for the management of this contract. Such services may include: 1. Performing contract and project management, production coordination and quality control and assurance for all tasks and work activities including SUBCONSULTANT tasks; 2. Establishing and maintaining project communications within the CONSULTANT firm, with all SUBCONSULTANT and with the DEPARTMENT; 3. Preparing and transmitting progress reports on a monthly basis unless or as required by the DEPARTMENT Project Manager; 4. Developing or assisting DEPARTMENT staff in the development of additional Task Work Orders to be executed under this contract; and attending all project related meetings as directed by the DEPARTMENT Project Manager or Task Work Order Manager.

A-3

c. Linking Planning and Operations Supporting the effort of the DEPARTMENT in linking planning and operations process development. Define, identify and measure congestion and develop and select appropriate strategies to reduce it. The process assists in identification of system deficiencies, and analysis and selection of alternative strategies to address congestion for inclusion in the long-range transportation plan (LRTP) and the shortrange transportation improvement program (TIP). Activities include formulating strategy evaluation techniques. These techniques may include the following: 1. Access Management 2. Freeway Lane Management 3. Incident Management Systems 4. Ramp Metering 5. Road Connectivity 6. Roadway Design 7. Traveler Information Systems 8. Intermodal Alternatives d. Development of Transportation Alternatives Based on available data and analysis, identify and evaluate transportation alternatives for specific areas and/or corridors to address deficiencies. Alternatives will include: Capital solutions to increase capacity, the planning for implementation of new corridors, congestion pricing techniques, appropriate traffic demand management (TDM), traffic system management (TSM), growth management/land use techniques; arterial/access management, Intelligent Transportation Systems (ITS); transit and multi-modal solutions; evaluation of corridors to identify potential need for and usage of “Managed Lanes”. Alternatives will include enough detail to allow for technical, environmental, and financial evaluation. Both long term and short term solutions may be requested. A written analysis, conceptual diagrams, and maps will be specified as deliverables. The use of a financial advisor SUBCONSULTANT is not necessary for this contract. e. Corridor Development Review Identifying existing land use and socioeconomic characteristics, major generators, sensitive environmental and community areas, analyzing future development potential including growth estimates, producing summaries of information in both written and mapped formats. Such services may include: 1. Evaluating existing and projected facility or corridor performance using agreed to performance measures; 2. Determining deficiencies and needs; and developing cost feasible corridor, facility and project level improvement alternatives and recommendations. 3. Identifying alternatives to correct existing and projected deficiencies and needs, including the consideration of multi-modal or intermodal alternatives. 4. Where appropriate, identify safe mobility needs serving a system of users of all ages and abilities, including cyclists, freight handlers, motorists, pedestrians, and transit riders.

A-4

5. Analyzing alternatives to provide specific recommendations as to potential engineering, environmental and socioeconomic impacts and the feasibility and cost effectiveness of the alternatives. 6. Facility and corridor traffic and analysis 7. Determining the need for new or upgraded transportation facilities or for operational improvements for a facility or a corridor by performing multimodal analysis. 8. Development, review and refinement of multi modal project, facility or corridor plans including limited access facility Master Plans and controlled access facility Action Plans. 9. Coordination with local governments, Metropolitan Planning Organizations, transportation agencies, and public as part of the corridor development plan.

f. Capacity Analysis The CONSULTANT may be required to provide Level of Service Analysis such as intersection analysis for specific corridors based on current Highway Capacity Manual procedures and DEPARTMENT policies. Level of Service (varying modes of travel) to identify specific operational deficiencies such as long or damaging queues, insufficient gaps and other features. The use of micro simulation software may be required. Products or services may include: 1. Evaluating existing and projected facility or corridor performance using agreed to performance measures; determining deficiencies and needs; and developing cost feasible corridor, facility and project level improvement alternatives and recommendations. 2. Identifying alternatives to correct existing and projected deficiencies and needs, including the consideration of multi-modal or intermodal alternatives. 3. Identifying appropriate roadway segmentation lengths for capacity and quality of service analysis. 4. Performing large area traffic flow analysis to evaluate various alternatives utilizing appropriate and agreed to transportation travel demand models. g. Arterial/Access Management The CONSULTANT may be required to provide technical assistance in the implementation of the DEPARTMENT’s statewide access management program, in particular the impacts of the program on the safety and operation of SIS project production and access permitting issues. Such assistance may include: 1. Technical and engineering analysis of the safety and operational benefits of various access strategies on projects and corridors under development and production. 2. Development of corridor and project specific access management plans for SIS corridor or connector facilities and projects to be used in the project production process to maximize safety and operational efficiency. 3. Corridor Access Analysis 4. Implementation of Arterial/Access Management tools and techniques A-5

5. Development of Arterial/ Access Management Design Concepts h. Traffic Forecasting and Analysis The CONSULTANT may be required to employ several Travel Demand and Operational Models. Modeling tasks may include: 1. Network and trip table development, 2. Operation of travel demand and/or microscopic models 3. Model calibration 4. Model Validation 5. Coordination with base models 6. Interpretation and analysis of results 7. Review and outline of the current state of the practice concerning traffic forecasting and operational analysis models. 8. Performing large area traffic flow analysis to evaluate various alternatives utilizing appropriate and agreed to transportation travel demand models. 9. Providing technical assistance in the development of clarifications of analysis requirements and guidelines for the use of micro simulation techniques. 10. Signal Optimization Analysis i. Geographic Information System (GIS) Assistance Provide geographic information systems or graphics staff support for short-term projects with quick turnaround time. Support will include maps, presentation graphics, info graphics, logo design, report template design, and PowerPoint presentation design. GIS analysis such as measurements, layer statistics, queries, buffering, filtering, map overlay, network analysis, and new alignment avoidance/optimization will be required. j. Interchange Access Support The CONSULTANT will be required to assist DEPARTMENT staff by providing technical assistance in the preparation, review, and finalization of Interchange Justification Reports (IJRs), Interchange Modification Reports (IMRs) and Interchange Operational Analysis Reports (IOARs). Products and services that may be provided include: 1. Providing technical assistance Central office staff, District/Turnpike Enterprise (TE) staff, and FHWA staff in the engineering and operational analysis of the need and impacts of new or modified interchanges to limited access facilities on the SHS. 2. Coordinate and provide assistance for the District Staff and FHWA reviewers of interchange access request documents involving the interstate. 3. Providing technical assistance to Central and District staff in the review of specific project interchange proposals for limited access facilities on the SHS developed by external applicants for consistency with state and federal rules, policies, procedures and engineering standards. Such technical assistance could include engineering analysis of traffic data, weaving and interchange configuration analysis and review of the economic and cost A-6

analysis. Such analysis could also include documentation on the adequacy or accuracy of data provided. 4. Providing technical assistance in the analysis of the impact of land use and access management on the design, operation and safety of interchanges including analysis to determine the extent of limited access right-of-way needed. IV.

TECHNICAL TASKS FOR WHICH CONSULTANT SERVICES MAY BE REQUIRED The following activities are required to provide technical assistance in the development of rules, policies, procedures, manuals, handbooks, standards and other technical, policy and process materials as necessary to provide guidance to the District staff in the planning, design, and the operation and management of the SIS statewide programs. The following activities are also to provide technical expertise in the development and implementation of the SIS process, highway capacity, and quality of service analysis, interchange access and analysis, site impact analysis, access management, performance measurement, and multimodal tradeoff analysis. The CONSULTANT and the DEPARTMENT may execute a Task Work Order for the following technical activities: a. Technical Assistance 1. Develop presentation materials (graphics, maps, etc.) in various multimedia formats to support public involvement efforts and internal presentations to DEPARTMENT Management. Such presentations include Power Point presentations, overhead slides, video segments, and information brochures. 2. Assist DEPARTMENT staff in making technical and policy presentations. The DEPARTMENT will normally provide the technical material to be displayed. It will be the responsibility of the CONSULTANT to reformat the materials to make them suitable and understandable for the audience and consistent with the meeting format. 3. Develop and deliver statewide support for statewide programs such as Interchange Access Request, Quality Level of Service, Area wide Multimodal Planning, Site Impact, Access management, and Performance Measures. 4. Develop, review and modify Statues, Rules, Policies, Procedures, Manuals, Handbooks, Standards, and associated computer software as necessary to support the development and implementation of statewide programs. 5. Perform Studies for quality of service, highway capacity, access management and other areas relating to the operation and safety of the Strategic Intermodal Systems (SIS) and State Highway Systems (SHS) or the relationship of land use planning and transportation system impacts. Such studies may result in the development and implementation of new or revised procedures or standards.

A-7

b. Development of Publications and other Program Documents and Deliverables The CONSULTANT may be required to develop publications and other program documents related to any of the tasks identified in this contract. These efforts may require the creation, maintenance and storing of documentation in both the printed and digital format. c. Coordination Assist with the development and identification of recognition opportunities for program areas under the Systems Management Section of the Systems Planning Office. These activities include: 1. Assist with the preparation of documents related to economic value of freight. 2. Assisting with the development of documents for the DEPARTMENT to use when explaining topics to MPO Staff. 3. Identifying operational best practices used by industry partners... 4. Coordination with the Systems and Policy Planning Offices in the Central Office as needed in relation to statewide transportation plans, the Strategic Intermodal System (SIS) and corridor planning. 5. Coordination with the Statistics Office in the Central Office as needed in relation to freight and transportation data collection, storage, and display. 6. Assist with identifying opportunities/forums for the DEPARTMENT to participate in as a keynote speaker. 7. An analysis of key target audiences, methods of delivery, project timeline, and assessment measures. The analysis will assess the various political climates, existing conditions and geographic disparities as well as test various messages with target audiences. V.

HIGHWAY PLANNING (HP) TASKS FOR WHICH CONSULTANT SERVICES MAY BE REQUIRED The “HP” funded activities require the scope and man-hour fee estimate to be approved by FHWA before encumbering the funds and executing the Funding Authorization to the contract. The CONSULTANT and the DEPARTMENT shall execute a Task Work Order(s) for “HP” tasks.

VI.

RESPONSIBILITIES OF THE DEPARTMENT The DEPARTMENT shall provide a Project Manager who shall be responsible for all coordination with the CONSULTANT pertaining to all contractual matters, invoicing and reporting. The DEPARTMENT shall also designate a manager for each Task Work Order who shall be responsible for working with the CONSULTANT Task Work Order Manager to define the specific work to be performed and the schedule for completion of such work, the CONSULTANT staffing to be provided, and the fee. The DEPARTMENT Task Work Order Manager shall be responsible for approval of any additional staffing to be provided including additional CONSULTANT staff (approval must be coordinated with the Procurement Office), and shall give approval of all products and services. A-8

a. The DEPARTMENT shall approve, prior to the initiation of any work on any of the tasks defined in Exhibit “A”, a specific Task Work Order defining the work to be accomplished and the total fee estimate for the CONSULTANT. The Task Work Order shall specify the DEPARTMENT Task Work Order Manager, who may be different from the DEPARTMENT Project Manager. b. The DEPARTMENT shall furnish, without charge, the following services and data to the CONSULTANT for the performance of executed Task Work Orders: 1. All criteria and full information as to the DEPARTMENT requirements for the CONSULTANT’s services including objectives, constraints, budgetary limitations and time restraints. 2. The DEPARTMENT shall apprise the CONSULTANT when a Task Work Order is funded by “operating” funds, which must be invoiced before the end of the DEPARTMENT’s fiscal year. 3. The DEPARTMENT shall apprise the CONSULTANT when a Task Work Order is funded by “HP” funds, which require the scope and man hour fee estimate to be approved by FHWA. 4. All DEPARTMENT rules, policies, procedures, standards, and other information applicable to the services. 5. All drawings, specifications, schedules, reports and other information prepared by and/or for the DEPARTMENT by others which are available to the DEPARTMENT and which the DEPARTMENT considers pertinent to the CONSULTANT’s responsibilities for the Task Work Order. 6. All traffic, planning, and other available data required for performance of assigned tasks. 7. Computer access (mainframe and personal) if needed by CONSULTANT staff to perform assigned tasks. Specific computer access requirements will be requested by the CONSULTANT to the DEPARTMENT Project Manager. 8. Limited short-term office space may be provided by the DEPARTMENT for technical staff where close contact with DEPARTMENT staff is necessary for the work being performed. Such arrangements will be made between the CONSULTANT Project Manager and DEPARTMENT Project Manager on an “as needed” basis. VII.

Responsibilities of the CONSULTANT All approved CONSULTANT staff will be authorized to charge at the job class rates identified in the Contract Exhibit “B”. Any additional staff or SUBCONSULTANT must be agreed to and approved by the DEPARTMENT Project Manager. New CONSULTANTs and additional job class rates for existing CONSULTANTs must be added to the contract through a contract amendment prior to a Task Work Order being authorized. a. The CONSULTANT shall provide an overall Project Manager, acceptable to the DEPARTMENT, who will be the primary point of contact with the DEPARTMENT for the scope, schedule, manpower coordination, and completion of all Task Work Orders. The CONSULTANT Project Manager shall appoint, with the concurrence of the DEPARTMENT Project Manager and A-9

b.

c.

d.

e.

f.

g.

DEPARTMENT individual Task Work Order Managers, a CONSULTANT individual Task Work Order Manager. The CONSULTANT Project Manager shall meet with the DEPARTMENT staff on a regular basis as requested by the DEPARTMENT The CONSULTANT shall provide and maintain an up-to-date list of staff and the agreed-to job classifications and approved salaries (subject to the contract Exhibit “B”) that would be available to be assigned to specific Task Work Orders. No CONSULTANT staff, except those specifically identified in a Task Work Order or those specifically agreed to by the DEPARTMENT Contract and Task Work Order Manager shall charge time to that particular Task Work Order. Any modifications or additions to the list of available staff must be specifically requested by the CONSULTANT prior to the initiation of any work by that individual, agreed to by the DEPARTMENT Task Work Order and Project Manager and Procurement Office, and if applicable, added to the contract via contract amendment. The CONSULTANT shall provide sufficient staff, either the specific staff person requested or acceptable staff at defined levels of expertise as agreed to by the DEPARTMENT Task Work Order Manager, in a timely manner to complete all assigned work. If, at any time, the DEPARTMENT Task Work Order Manager determines that the number or expertise of particular staff assigned to a specific task is inadequate, the DEPARTMENT Project Manager and the Task Work Order Manager shall coordinate with the CONSULTANT Project Manager to ensure adequate staff with the proper level of expertise is made available to ensure the timely completion of the work. The CONSULTANT shall maintain staff in Tallahassee, Florida as defined in Section II, Summary of Service. Limited office space may be provided by the DEPARTMENT for technical staff where close proximity with DEPARTMENT staff is necessary for the work being performed. Such arrangements will be made between the CONSULTANT Project Manager and the DEPARTMENT Project Manager on an “as needed” basis, and will be expressly stipulated in the individual Task Work Orders. All Task Work Orders where services are anticipated to be wholly and exclusively performed utilizing DEPARTMENT space will be compensated at reduced overhead compensation, or field office rates. The CONSULTANT shall provide all agreed to services, products and documentation within the required time schedule as defined in the individual Task Work Order. The CONSULTANT shall provide monthly invoices for work performed in a mutually agreeable format, by Task Work Order within 15 days of the end of the month for work performed during the preceding month, unless specifically agreed to by the DEPARTMENT Project Manager. These progress reports shall be the basis for evaluation and processing of invoices for payment. A final invoice Task Work Orders shall be provided no later than 30 days after the Task Work Order terminates.

A-10

h. The CONSULTANT shall verify to the DEPARTMENT Project Manager that all computers used by CONSULTANT staff have a resident anti-virus program acceptable to the DEPARTMENT. i. The CONSULTANT shall ensure that all documents and support forms have been prepared with compatible hardware and software approved by the DEPARTMENT’s Project Manager and stored as specifically agreed to in the individual Task Work Order. VIII.

SUBCONTRACTING Services assigned to any SUBCONSULTANT must be approved in advance by the DEPARTMENT Project Manager, Procurement Office, and the CONSULTANT Project Manager in accordance with this Agreement. All SUBCONSULTANT must be qualified by the DEPARTMENT to perform all work assigned to them. Additional SUBCONSULTANT with specialized areas of expertise may be required to complete specific Task Work Order assignments. Any SUBCONSULTANT to be hired and all work assignments to be performed, and all rates of compensation shall be agreed to by the DEPARTMENT Project Manager, Procurement Office and the CONSULTANT Project Manager and documented in the contract file prior to any work being performed by the SUBCONSULTANT.

IX.

METHOD OF COMPENSATION Payment for the work accomplished will be in accordance with Exhibit “B”. The DEPARTMENT’s Project Manager and the CONSULTANT shall monitor the cumulative invoiced billings to insure the reasonableness of the billings compared to the project schedule and the work accomplished and accepted by the DEPARTMENT.

X.

REPORTING AND SUBMISSION OF INVOICE REQUIREMENTS The CONSULTANT shall provide invoices for progress payments for services on authorized Task Work Orders on a monthly basis which shall include at a minimum the following: a. Date of the invoice, a unique invoice number, and the period for which the services were performed and are being billed b. Task Work Order service/project being performed c. Delineation of man-hour effort by job class and costs to-date d. Approved amount of the Task Work Order, the previous amounts billed and the current request for payment Accompanying each invoice shall be a progress report discussing the period's progress on the task and containing sufficient information to support the billing. The DEPARTMENT Task Work Order Manager shall render approval or disapproval of services within fifteen (15) calendar days of the receipt of an invoice and progress report.

XI.

CONSULTANT NOT EMPLOYEE OR AGENT The CONSULTANT and its employees, agents, representatives, or SUBCONSULTANT/ SUBCONTRACTORS are not employees of the DEPARTMENT and are not entitled to the benefits of State of Florida employees. Except to the extent A-11

expressly authorized herein, CONSULTANT and its employees, agents, representatives, or SUBCONSULTANT/SUBCONTRACTORS are not agents of the DEPARTMENT or the State for any purpose or authority such as to bind or represent the interests thereof, and shall not represent that it is an agent or that it is acting on the behalf of the DEPARTMENT or the State. The DEPARTMENT shall not be bound by any unauthorized acts or conduct of CONSULTANT. XII.

OWNERSHIP OF WORKS AND INVENTIONS The DEPARTMENT shall have full ownership of any works of authorship, inventions, improvements, ideas, data, processes, computer software programs, and discoveries (hereafter called intellectual property) conceived, created, or furnished under this Agreement, with no rights of ownership in CONSULTANT or any SUBCONSULTANT/ SUBCONTRACTORS. CONSULTANT and SUBCONSULTANT/ SUBCONTRACTORS shall fully and promptly disclose to the DEPARTMENT all intellectual property conceived, created, or furnished under this Agreement. CONSULTANT or SUBCONSULTANT /SUBCONTRACTOR hereby assigns to the DEPARTMENT the sole and exclusive right, title, and interest in and to all intellectual property conceived, created, or furnished under this Agreement, without further consideration. This Agreement shall operate as an irrevocable assignment by CONSULTANT and SUBCONSULTANT/ SUBCONTRACTORS to the DEPARTMENT of the copyright in any intellectual property created, published, or furnished to the DEPARTMENT under this Agreement, including all rights thereunder in perpetuity. CONSULTANT and SUBCONSULTANT/ SUBCONTRACTORS shall not patent any intellectual property conceived, created, or furnished under this Agreement. CONSULTANT and SUBCONSULTANT/ SUBCONTRACTORS agree to execute and deliver all necessary documents requested by the DEPARTMENT to effect the assignment of intellectual property to the DEPARTMENT or the registration or confirmation of the DEPARTMENT’s rights in or to intellectual property under the terms of this Agreement. CONSULTANT agrees to include this provision in all its subcontracts under this Agreement.

A-12