Attachment 1A - Additional Requirements 09.14.2021.pdf

HR001121Q0014

ATTACHMENT 1A – ADDITIONAL REQUIREMENTS

1. CONTRACTING OFFICER’S REPRESENTATIVE (COR)

a. Performance of work under this contract shall be subject to the direction of the COR, Mr. Aaron Amey. Such direction includes those instructions to the Contractor necessary to accomplish the Performance Work Statement. The COR is not otherwise authorized to make any representations or commitments of any kind on behalf of the Contracting Officer or the Government. The COR does not have the authority to alter the Contractor’s obligations or to change the specifications of the contract.

b. Direction shall not include any direction which:

(1) Constitutes additional work outside the scope of work;

(2) Constitutes a change as defined in Section I contract clause entitled “Changes”;

(3) In any manner causes an increase or decrease in the total estimated cost or the time required for contract’s performance; or

(4) Changes any of the stated terms, conditions, or specifications of the contract.

c. COR Contact Information as follows:

AARON AMEY

DIRECTOR, FACILITIES & LOGISTICS DIRECTORATE (FLD)

aaron.amey@darpa.mil

(571) 218-4675 (OFFICE)

(571) 230-0142 (CELL)

(703) 741-0097 (FAX)

d. For after-hours emergencies, the Contractor shall contact the DARPA Security

Control Center at (571) 218- 4660.

2. KEY PERSONNEL

The personnel listed below are considered essential to the work being performed. Prior to substituting, removing, replacing, or otherwise diverting the activity of any of the key individuals specified below, the contractor shall notify the DARPA Contracting Officer Representative (COR) and Contracting Officer in writing at least 15 calendar days in advance, unless compelling circumstances exist otherwise, and include information supporting the need for change.

The following labor categories shall be considered Key Personnel:

a. Project Manager

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;

mailto:aaron.amey@darpa.mil

(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 requirement will be for a firm-fixed price contract with a period of performance of one (1) base year and four (4) one-year options, beginning February 15, 2022.

5. REPORTS AND/OR OTHER DELIVERABLES

(a) The Contractor shall submit the following reports and other deliverables in accordance with the delivery schedule and instructions set forth herein. Reports and other deliverables shall be provided to the individuals/offices specified, include an acknowledgment of the Government’s support and a disclaimer in accordance with DFARS 252.235-7010, and be marked with an appropriate Distribution Statement.

See Attachment 1 – Performance Work Statement (PWS)

(b) INSTRUCTIONS:

Email as an encrypted attachment; send an email communication to the following parties:

DARPA/CMO

Attn: Hillary J. Dean/ Contracting Officer Email: hillary.dean@darpa.mil

Contracting Officer’s Representative (COR)/FLD Attn: Mr. Aaron Amey, Director, FLD Email: aaron.amey@darpa.mil

DARPA/Research Support Center Email: Researchsupport@darpa.mil (one electronic copy of the Final Report only, if unclassified)

Defense Technical Information Center See DFARS 252.235-7011

DARPA/CMO Closeout Email: CMO_closeout@darpa.mil (one electronic copy of the Final Report only, if unclassified, and all Interim and Final Report of Inventions and Subcontracts (i.e. DD Form 882)) mailto:hillary.dean@darpa.mil mailto:aaron.amey@darpa.mil mailto:Researchsupport@darpa.mil