Attachment 1A_1.11.23.pdf

Solicitation Number: HR001123R0001

DRAFT ATTACHMENT 1A – ADDITIONAL REQUIREMENTS

1. CONTROLLED UNCLASSIFIED INFORMATION

[ X ] This contract involves Controlled Unclassified Information (CUI). Contractor agrees to protect all CUI in accordance with applicable CUI guidance. If this contract involves both classified information and CUI, Contractor agrees to protect all CUI in accordance with the Security Classification Guide.

[ ] This contract does not involve Controlled Unclassified Information (CUI). Contractor agrees to promptly notify the government in writing if there is any CUI involved in this contract.

2. KEY PERSONNEL

Key Personnel are considered essential to the work being performed. Prior to substituting, removing, replacing, or otherwise diverting the activity of any of the key individuals, the contractor shall notify the DARPA Contracting Officer’s Representative (COR) in writing at least 15 calendar days in advance, unless compelling circumstances exist otherwise, and include information supporting the need for change. The proposed substitution of personnel must meet or exceed the minimum labor category qualifications as approved by the COR or Contracting Officer.

3. ORGANIZATIONAL CONFLICT OF INTEREST

(a) Purpose: The primary purpose of this requirement is to ensure that:

(1) The Contractor's objectivity and judgment are not biased because of its past, present, or currently planned interests (financial, contractual, organizational, or otherwise) which relate to work performed under this Contract;

(2) The Contractor does not obtain an unfair competitive advantage by virtue of its access to non-public information regarding the Government's program plans and actual, or anticipated, resources; and

(3) By virtue of its access to proprietary information belonging to others, the Contractor does not obtain any unfair competitive advantage.

(b) Scope: The restrictions described herein shall apply to performance or participation by the

Contractor and any of its affiliates or their successors in interest (hereinafter collectively referred to as "Contractor") in the activities covered by this requirement as prime contractor, subcontractor, co-sponsor, joint venture, or in any similar capacity.

(1) Maintenance of Objectivity: The Contractor shall be ineligible to participate (in any capacity) in any DARPA procurements other than those for Scientific, Engineering, Technical and Administrative (SETA) support services. A DARPA SETA contractor cannot simultaneously be a DARPA performer on other, non-SETA efforts.

(2) Access To and Use of Government Information: If the Contractor, in performance of this Contract, obtains access to information such as plans, policies, reports, studies, financial plans, or data which has not been released or otherwise made available to the public, the

Contractor agrees that, without prior written approval from the Contracting Officer, it shall not:

(i) Use such information for any private purpose unless the information has been released or otherwise made available to the public;

(ii) Compete for, or accept, work based on such information until such information is released or otherwise made available to the public, whichever occurs first;

(iii) Submit an unsolicited proposal to the Government which is based on such information; and

(iv) Release such information unless such information has previously been released or otherwise made available to the public by the Government.

(3) Access To and Protection of Proprietary Information: The Contractor agrees that, to the extent it receives or is given access to proprietary data, trade secrets, or other confidential or privileged technical, business or financial information (hereinafter, referred to as "proprietary data") under this Contract, it shall treat such information in accordance with any restrictions imposed on such information. The Contractor further agrees to enter into a written agreement for the protection of the proprietary data of other contractors and to exercise diligent effort to protect such proprietary data from unauthorized disclosure. In addition, the Contractor shall obtain from each employee who has access to proprietary data under this Contract, a written agreement which shall provide that such employee shall not, during his/her employment by the Contractor or thereafter, disclose to others or use for their benefit, proprietary data received in conjunction with the work under this Contract.

(c) Subcontracts: The Contractor shall include this requirement, including this paragraph, in subcontracts of any tier. The terms "Contract," "Contractor," and "Contracting Officer" will be appropriately modified to preserve the Government's rights.

(d) Representations and Disclosures:

(1) The Contractor represents that it has disclosed to the Contracting Officer, prior to award, all facts relevant to the existence or potential existence of organizational conflict of interest as that term is used in FAR Subpart 9.5.

(2) The Contractor agrees that if after award it discovers an organizational conflict of interest with respect to this Contract, a prompt and full disclosure shall be made in writing to the Contracting Officer which shall include a description of the action the Contractor has taken or proposes to take to avoid or mitigate such conflict(s).

(e) Remedies and Waiver:

(1) For breach of any of the above restrictions, or for nondisclosure or misrepresentation of any relevant facts required to be disclosed concerning this Contract, the Government may terminate this Contract for default, disqualify the Contractor from subsequent related contractual efforts, and pursue such other remedies as may be permitted by law or this Contract. If, however, in compliance with this requirement, the Contractor discovers and promptly reports an organizational conflict of interest (or the potential therefore) subsequent to contract award, the Contracting Officer may terminate this Contract for convenience of the

Government if such termination is deemed to be in the best interest of the Government.

(2) The Parties recognize that this requirement has potential effects which will survive the performance of this Contract and that it is impossible to foresee each circumstance to which it might be applied in the future. Accordingly, the Contractor may, at any time, seek a waiver from the Contracting Officer by submitting a full written description of the requested waiver and the reasons in support thereof. If it is determined to be in the best interests of the Government, the Contracting Officer will grant such a waiver.

(f) Modification: Prior to a contract modification involving a change to the Statement of Work, or an increase in the level of effort, or extension of the term of the Contract, the Contractor shall be required to submit either an organizational conflict of interest disclosure or an update of the previously submitted disclosure or representation.

4. TYPE OF CONTRACT

This is an Indefinite Delivery Indefinite Quantity contract with all variations under the following contract types available for resultant task orders:

• Fixed-price

• Cost-reimbursement

• Labor-Hour

5. SMALL BUSINESS SUBCONTRACTING PLAN AND GOALS

The Contractor’s Small Business Subcontracting Plan, dated TBD, is incorporated herein and made a part of this contract by reference.

6. TRAVEL

(a) University Performers: Reimbursement for travel-related expenses shall be as stipulated in 2 CFR 200, subpart E and appendix III, as prescribed by FAR 31.303.

(b) Non-Profit Performers: Reimbursement for travel-related expenses shall be as stipulated in 2 CFR

200, subpart E and appendix IV, as prescribed by FAR 31.703.

(c) Non-University/For-Profit Performers and Nonprofit Organizations exempted from the OMB Uniform Guidance at 2 CFR part 200, Appendix VIII: Reimbursement for travel-related expenses shall be as stipulated in FAR 31.205-46 and DFARS 252.231-7000.

(d) In connection with direct charge to the contract of travel-related expenses, the Contractor shall hold travel to the minimum required to meet the objectives of the contract.

7. PUBLIC RELEASE OR DISSEMINATION OF INFORMATION

(a) At this time, DARPA expects the work performed under this contract will NOT be fundamental research, and it is, therefore, subject to the following publication restrictions:

There shall be no dissemination or publication, except within and between the Contractor and any subcontractors, of information developed under this contract or contained in the reports to be furnished pursuant to this contract without prior written approval, which will be communicated to the Contractor by email through the DARPA Public Release Center (PRC) at PRC@darpa.mil. All technical reports will be given proper review by appropriate authority to determine which Distribution Statement is to be applied prior to the initial distribution of these reports by the Contractor. These restrictions must be flowed down to all subcontractors. Any publications shall incorporate an Acknowledgement of Support and Disclaimer in accordance with DFARS 252.235-7010.

(b) When submitting material for written approval for open publication as described in subparagraph (a) above, the Contractor must submit a request for public release request to the PRC and include the following information: 1) Document Information: document title, document author, short plain-language description of technology discussed in the material (approx. 30 words), number of pages (or minutes of video) and document type (briefing, report, abstract, article, or paper); 2) Event Information: event type (conference, principle investigator meeting, article or paper), event date, desired date for DARPA's approval; 3) DARPA Sponsor: DARPA Program Manager, DARPA office, and contract number; and 4) Contractor's Information: POC name, e-mail and phone. Allow four weeks for processing; due dates under four weeks require a justification. Unusual electronic file formats may require additional processing time. Requests can be sent either via e-mail to PRC@darpa.mil or via hard copy to 675 North Randolph Street, Arlington VA 22203-2114, telephone (571) 218-4235. Refer to http://www.darpa.mil/work-with-us/contract-management/public-release for information about DARPA's public release process.