DRAFT HR001123R0001 Solicitation_1.11.23.pdf

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MARYBETH.COLAVI TO@DARPA.MIL

RATING PAGE OF PAGES

7. ISSUED BY

(Date)

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other aut horized official writt en not ice.

Previous Ed ition is Unusable 33-134 STANDARD FORM 33 (REV. 9- 97)

Prescribed by GSA FAR ( 48 CFR) 53.214 (c)

1 48

(If other t han Item 7)

15A. NAME 16. NAME AND TITLE OF PERSON AUTHORIZED TO

AND

ADDRESS SIGN OFFER (Type or print)

OF

OFFEROR

AMENDMENT NO. DATE

15B. TELEPHONE NO (Include area code) 17. SIGNATURE15C. CHECK IF REMITTANCE ADDRESS

IS DIFFERENT FROM ABOVE - ENTER

SUCH ADDRESS IN SCHEDULE.

18. OFFER DATE

1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

2. CONTRACT NO.

HR0011 8. ADDRESS OFFER TO

See Item 7

9. Sealed offers in original and copies for furnishing the supplies or services in t he Schedule will be received at t he place specified in Item 8, or if handcarried, in the depository locat ed in

CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all t erms and conditions contained in this solicitation.

10. FOR INFORMATION

CALL:

A. NAME (NO COLLECT CALLS)

MARY BETH COLAVITO

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

2 - 3

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT

PACKAGING AND MARKING

4 J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

6 X K REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 7 - 11 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) M

L INSTRS., CONDS., AND NOTICES TO OFFERORS

EVALUATION FACTORS FOR AWARD

NOTE: Item 12 does not apply if t he solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

is inserted by the offeror) from the dat e for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within t he time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Clause No. 52.232-8)

14. ACKNOWLEDGMENT OF AMENDMENTS

(The offeror acknowledges receipt of amendments

AMENDMENT NO. DATE

to t he SOLICITATION for offerors and related documents numbered and dat ed):

FACILITY

12. In compliance with the above, t he undersigned agrees, if this offer is accept ed within calendar days (60 calendar days unless a different period

SOLICITATION, OFFER AND AWARD

X

(X) SEC. DESCRIPTION (X) SEC. DESCRIPTION PAGE(S)

PART I - THE SCHEDULE

26. NAME OF CONTRACTING OFFICER (Type or print) 27. UNITED STATES OF AMERICA 28. AWARD DATE

EMAIL:TEL: (Signature of Cont ract ing Officer)

CODE CODE

B. TELEPHONE (Include area code) C. E-MAIL ADDRESS

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

10 U.S.C. 2304(c)( ) 41 U.S.C. 253(c)( ) (4 copies unless otherwise specified)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM

24. ADMINISTERED BY (If ot her than Item 7) CODE 25. PAYMENT WILL BE MADE BY CODE

PART IV - REPRESENTATIONS AND INSTRUCTIONS

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

12 - 34

PART II - CONTRACT CLAUSES

DARPA

CMO

ATTN: MARY BETH COLAVITO

675 N. RANDOLPH STREET

ARLINGTON VA 22203-2114

FAX:

TEL:

FAX:

TEL:

NOTE: In sealed bid solicita tions "off er" and "off eror" m ean "bid" and "bidder ".

SOLICITATION

6. REQUISITION/PURCHASE NO.5. DATE ISSUED4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

HR001123R0001

Section B - Supplies or Services and Prices

CEILING (MIN/MAX)

SERVICES AND PRICE/COST

For labor hour orders, labor categories, maximum rates, and minimum qualifications are found within Attachment 3.

Guaranteed Minimum and IDIQ Ceiling

All services to be ordered under this contract shall be set forth in each individual task order. All task orders will be issued in accordance with the Task Order Procedures in Section G and clauses found in Sections H and I.

Over the term of the contract:

The minimum dollar amount for this IDIQ contract is $3,000.00 to be obligated at IDIQ contract award. The minimum will be approved upon completion of a Post-Award Orientation briefing. The total maximum dollar amount for all IDIQ contract holders is $1,250,000,000.00. The total amount for all IDIQ orders combined shall not exceed $1,250,000,000.00.

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

Cost Reimbursement

COST

Task Orders with any "Cost" Contract Type shall use this CLIN FOB: Destination

ESTIMATED COST

ITEM NO SUPPLIES/SERVICES ESTIMATED

QUANTITY

UNIT UNIT PRICE AMOUNT

Labor Hour

LH

Task Orders with any "Labor Hour" Contract Type shall use this CLIN FOB: Destination

TOT ESTIMATED PRICE

CEILING PRICE

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

Fixed Price

FFP

Task Orders with any "Fixed Price" Contract Type shall use this CLIN.

FOB: Destination

NET AMT

Section C - Descriptions and Specifications

PERFORMANCE WORK STATEMENT

Performance Work Statement and all other specifications are found within Attachment 1 and 1A.

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 N/A Government N/A Government 0002 N/A Government N/A Government 0003 N/A Government N/A Government

CLAUSES INCORPORATED BY REFERENCE

52.246-2 Inspection Of Supplies--Fixed Price AUG 1996 52.246-2 Alt I Inspection Of Supplies Fixed Price (Aug 1996) - Alternate I JUL 1985 52.246-2 Alt II Inspection of Supplies--Fixed Price (Aug 1996) - Alternate II JUL 1985 52.246-3 Inspection Of Supplies Cost-Reimbursement MAY 2001 52.246-4 Inspection Of Services--Fixed Price AUG 1996 52.246-5 Inspection Of Services Cost-Reimbursement APR 1984 52.246-6 Inspection--Time-And-Material And Labor-Hour MAY 2001 52.246-16 Responsibility For Supplies APR 1984 252.245-7001 Tagging, Labeling, and Marking of Government-Furnished

Property

APR 2012

Section F - Deliveries or Performance

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

0001 N/A N/A N/A N/A

0002 N/A N/A N/A N/A

0003 N/A N/A N/A N/A

CLAUSES INCORPORATED BY REFERENCE

52.242-15 Stop-Work Order AUG 1989 52.242-15 Alt I Stop-Work Order (Aug 1989) - Alternate I APR 1984

Section G - Contract Administration Data

CLAUSES INCORPORATED BY REFERENCE

252.201-7000 Contracting Officer's Representative DEC 1991 252.204-7006 Billing Instructions OCT 2005 252.231-7000 Supplemental Cost Principles DEC 1991 252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports

DEC 2018

G-1.0 Points of Contact

G-1.1 Government Notwithstanding the Contractor’s responsibility for total management during the performance of this contract, the administration of the contract will require maximum coordination between the Government and the Contractor. The below individuals will be the Government points of contact during the performance of this contract.

G-1.1.1 Contracting Officers All contract administration will be effected by the Contracting Officer (CO). Communication pertaining to the contract administration should be addressed to the CO. Contract administration functions (see FAR 42.302 and DFARS 242.302) are assigned to the cognizant contract administration office. No changes, deviations, or waivers shall be effective without a modification of the contract executed by the CO or his duly authorized representative authorizing such changes, deviations, or waivers.

The CO for the IDIQ contract is Mary Beth Colavito.

G-1.1.2 Contracting Officer’s Representative (COR) The Contracting Officer’s Representative (COR) is not authorized to change any of the terms and conditions of the contract. The Contractor is advised that only the CO can change or modify the contract terms or take any other action which obligates the Government. Then, such action must be set forth in a formal modification to the contract. The authority of the COR is strictly limited to him/her, without re-delegation, to the specific duties set forth in his/her letter of appointment, a copy of which will be furnished to the Contractor at time of award. Contractors who rely on direction from other than the CO or a COR acting outside the strict limits of his/her responsibilities as set forth in his/her letter of appointment do so at their own risk and expense.

Such actions do not bind the Government contractually. Any contractual questions shall be directed to the CO.

The COR supports the CO during administration of this contract by:

Making final decisions regarding any recommended rejection of deliverables;

Providing technical clarification relative to overall workload matters;

Providing advice and guidance to the Contractor in the preparation of deliverables and services; and

Providing acceptance of deliverable products to assure compliance with requirements.

All technical direction will be issued in writing by the COR or will be confirmed by the COR in writing within ten (10) calendar days after verbal issuance. A copy of the written direction will be furnished to the CO.

If in the opinion of the Contractor, any instruction or direction issued by the COR is outside of their specific authority, the Contractor shall not proceed but shall notify the CO in writing within five (5) business days after receipt of any instruction or direction.

The COR for the IDIQ contract is TBD.

G-1.1.3 Task Order Contracting Officer’s Representative (TCOR) The program office point of contact will be identified as the TCOR for each individual task order award. The TCOR is the individual within the program management function who has overall technical responsibility for this effort. The TCOR provides technical direction to the Contractor, i.e., shifting work emphasis between areas of work; fills in details, or otherwise serves to accomplish the purposes of this effort. Technical direction shall be within the general Performance Work Statement (PWS) for this effort.

In addition to providing technical direction, the TCOR will:

Monitor the Contractor's technical progress, including surveillance and assessment of performance, and recommend to the COR to notify the CO, any changes in the requirement;

Assist the Contractor in the resolution of technical problems encountered during performance; and Perform inspection and acceptance or recommendation for rejection of Contractor deliverables and identify deficiencies in delivered items.

This does not replace any other quality assurance inspection requirements that are specified elsewhere within this contract.

NEITHER the COR nor the TCOR has the authority to issue any technical direction which:

Constitutes an assignment of work outside the general scope of this effort Constitutes a change as defined in the "Changes" clause In any way causes an increase or decrease in cost or the time required for performance Changes any of the terms, conditions, or other requirements of this effort Suspends or terminates any portion of this effort

G-1.2 Contractor

G-1.2.1 Program Manager The Contractor shall provide a Program Manager who shall be responsible for the performance of the work. The name of this person and an alternate who shall act for the Contractor when the

Program Manager is absent shall be designated in writing to the CO. The Program Manager or alternate shall have full authority to act for the contractor on all contract matters relating to daily operation of this contract.

G-1.2.2 Task Order Project Manager The Project Manager for each task order will facilitate communication between the Government and the Contractor. The Project Manager will participate in Technical Interchange Meetings (TIMs) upon request by the CO or COR to discuss the status of Contractor efforts and accomplishments in direct relation to specific task orders. In addition, the Project Manager will manage Contractor employees and performance associated with any issued task order, keep the Government appraised of actual or potential Contractor program management problems associated with specific task orders, report unresolved problems to the Government, perform corrective actions for all identified Contractor deficiencies, support periodic meetings, teleconferences, and In Progress Reviews (IPRs) convened at the direction of the CO/COR and/or senior officials to review status of effort, requirements, and accomplishments.

G-2.0 Non-Personal Service Statement Contractor employees performing services under this PWS will be controlled, directed, and supervised at all times by management personnel of the Contractor. Contractor management will ensure that employees properly comply with the performance work standards outlined in this PWS. Contractor employees will perform their duties independent of, and without the supervision of, any Government official. The tasks, duties, and responsibilities set forth in specific task orders may not be interpreted or implemented in any manner that results in any Contractor employee creating or modifying Federal policy, obligating the appropriated funds of the U.S. Government, overseeing work of Federal employees, providing direct personal services to any Federal employee, or otherwise violating the prohibitions set forth in Part 7.5 and 37.1 of the FAR. The Government will perform the inspection and acceptance of the work provided.

G-3.0 Subcontractor(s) Consultants and subcontractors may be used if beneficial to the Government.

G-4.0 USE OF NON-GOVERNMENT ADVISORS

Contractors are advised that technical and price data submitted to the Government in response to task order requests for proposals may be released to non-Government advisors that have signed non-disclosure agreements for review and analysis. If a Contractor objects to disclosure of a portion of any task order proposal, objection to disclosure shall be provided in writing to the CO within 10 days of task order request for proposal issuance and shall include a detailed statement of the basis for the objection. The detailed statement shall identify the specific portions of the proposal the Contractor objects to disclosure to non-Government advisors.

G-5.0 TASK ORDER PROCEDURES

The Government will issue the Task Order (TO) Request for Proposal (RFP) to the prime Contractor(s) consistent with the ordering procedures contained in the FAR and DFARS. The Government intends to give all multiple award Contractors a “fair opportunity” to compete unless an exception is authorized in statute or regulation to the “fair opportunity” process (see FAR 16.505(b), and as it may be amended in the future).

TOs will be issued on a Fixed Price, Labor Hour, or Cost-Reimbursement Basis. For Fixed Price task order awards, invoicing and payment terms will be negotiated at the individual task order level. For Cost-Reimbursement, the Government may require the submittal of cost and pricing data with proposals.

Performance can only be authorized by issuance of a Task Order or revision thereto issued by the CO. Any changes will be issued in writing, will set forth any additional obligation incurred by the Government, will be adequately funded, and shall be signed by the CO in advance of the contractor initiating the change.

G-5.1 Task Order Request for Proposal (RFP)

The Government will issue an RFP which will include at a minimum:

Performance Work Statement (PWS), Statement of Work (SOW), or Statement of Objectives (SOO) Period of Performance (POP) Anticipated Contract Type(s) CLIN Schedule or request for contractor-proposed CLIN Schedule Applicable Evaluation Criteria (non-price/cost and price/cost factors) Questions/Clarifications Due Date Proposal Due Date

G-5.2 Task Order Proposal Each proposal shall include a brief description of the following (if requested in the RFP):

Technical proposal stating how the Contractor proposes to accomplish the effort, including a description of the performing team member(s) and any requested key personnel (to always include at least a Task Order Project Manager).

Price/cost proposal organized by CLIN and any supporting cost details (labor category mix, hours, and direct/indirect rates). Rates for labor hour orders shall be at or below those contained in the established Pricing Attachment 3 in Section J of the base IDIQ contract. Discounts are highly encouraged.

The percentage of the proposed total price for the TO that will go to small businesses.

Small businesses shall be defined by the applicable size standard associated with the NAICS code 541990.

For each TO RFP after the first, the actual percentage of the total price of previous task orders that went to small businesses. A separate percentage should be submitted for each previous task order received under this contract.

For each TO RFP after the first, personnel retention rate by task order and compliance statistics with the performance requirements outlined in PWS Section 11.2.

Resolution of any potential organizational conflict(s) of interest (OCI) or a statement explaining why none exists.

Any additional input as required by the RFP.

G-5.3 Task Order Evaluation Process The evaluation process for each TO will use a variation on the best value analysis spectrum (Lowest Price Technically Acceptable to Trade-Off based on complexity). Non-price/cost and price/cost factors will be considered as evaluation criteria. Specific factors will be established by individual TO. In making the best value determination, it is possible that after conducting a tradeoff analysis of the proposals, the lowest price may not necessarily represent the best value.

After proposals have been evaluated against the factors identified in the RFP, and the Contractors’ rates have been verified, the TO will be awarded to the IDIQ contract holder whose proposal represents the best value to meet the Government’s needs.

Contractors are put on notice that, among other evaluation factors listed in the RFP, total small business utilization for the proposed task order may be an evaluation factor. Contractors are also put on notice that after the issuance of the first task order, past performance with regard to proposed small business utilization on previous task orders may be an evaluation factor on every subsequent RFP.

G-5.4 Authorized Ordering Officials All DARPA contracting officers within warrant restrictions may order from this IDIQ. DARPA Agents, fulfilling DARPA requirements, may order from this IDIQ with written delegation from the IDIQ Contracting Officer.

Section I - Contract Clauses

CLAUSES INCORPORATED BY FULL TEXT

52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (OCT 2022)

(a) Definitions. As used in this clause--

Long-term contract means a contract of more than five years in duration, including options. However, the term does not include contracts that exceed five years in duration because the period of performance has been extended for a cumulative period not to exceed six months under the clause at 52.217-8, Option to Extend Services, or other appropriate authority.

Small business concern--

(1) Means a concern, including its affiliates, that is independently owned and operated, not dominant in its field of operation, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph

(d) of this clause.

(2) Affiliates, as used in this definition, means business concerns, one of whom directly or indirectly controls or has the power to control the others, or a third party or parties control or have the power to control the others. In determining whether affiliation exists, consideration is given to all appropriate factors including common ownership, common management, and contractual relationships. SBA determines affiliation based on the factors set forth at 13

CFR 121.103.

(b) If the Contractor represented that it was any of the small business concerns identified in 19.000(a)(3) prior to award of this contract, the Contractor shall rerepresent its size and socioeconomic status according to paragraph (f) of this clause or, if applicable, paragraph (h) of this clause, upon occurrence of any of the following:

(1) Within 30 days after execution of a novation agreement or within 30 days after modification of the contract to include this clause, if the novation agreement was executed prior to inclusion of this clause in the contract.

(2) Within 30 days after a merger or acquisition that does not require a novation or within 30 days after modification of the contract to include this clause, if the merger or acquisition occurred prior to inclusion of this clause in the contract.

(3) For long-term contracts--

(i) Within 60 to 120 days prior to the end of the fifth year of the contract; and

(ii) Within 60 to 120 days prior to the date specified in the contract for exercising any option thereafter.

(c) If the Contractor represented that it was any of the small business concerns identified in 19.000(a)(3) prior to award of this contract, the Contractor shall rerepresent its size and socioeconomic status according to paragraph (f) of this clause or, if applicable, paragraph (h) of this clause, when the Contracting Officer explicitly requires it for an order issued under a multiple-award contract.

(d) The Contractor shall rerepresent its size status in accordance with the size standard in effect at the time of this rerepresentation that corresponds to the North American Industry Classification System (NAICS) code(s) assigned to this contract. The small business size standard corresponding to this NAICS code(s) can be found at https://www.sba.gov/document/support--table-size-standards.

(e) The small business size standard for a Contractor providing an end item that it does not manufacture, process, or produce itself, for a contract other than a construction or service contract, is 500 employees if the acquisition--

(1) Was set aside for small business and has a value above the simplified acquisition threshold;

(2) Used the HUBZone price evaluation preference regardless of dollar value, unless the Contractor waived the price evaluation preference; or

(3) Was an 8(a), HUBZone, service-disabled veteran-owned, economically disadvantaged women-owned, or women-owned small business set-aside or sole-source award regardless of dollar value.

(f) Except as provided in paragraph (h) of this clause, the Contractor shall make the representation(s) required by paragraph (b) and (c) of this clause by validating or updating all its representations in the Representations and Certifications section of the System for Award Management (SAM) and its other data in SAM, as necessary, to ensure that they reflect the Contractor's current status. The Contractor shall notify the contracting office in writing within the timeframes specified in paragraph (b) of this clause, or with its offer for an order (see paragraph (c) of this clause), that the data have been validated or updated, and provide the date of the validation or update.

(g) If the Contractor represented that it was other than a small business concern prior to award of this contract, the Contractor may, but is not required to, take the actions required by paragraphs (f) or (h) of this clause.

(h) If the Contractor does not have representations and certifications in SAM, or does not have a representation in SAM for the NAICS code applicable to this contract, the Contractor is required to complete the following rerepresentation and submit it to the contracting office, along with the contract number and the date on which the rerepresentation was completed:

(1) The Contractor represents that it [ ] is, [ ] is not a small business concern under NAICS Code assigned to contract number .

(2) [Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.] The Contractor represents that it [ ] is, [ ] is not, a small disadvantaged business concern as defined in 13 CFR 124.1002.

(3) [Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.] The Contractor represents that it [ ] is, [ ] is not a women-owned small business concern.

(4) Women-owned small business (WOSB) joint venture eligible under the WOSB Program. The Contractor represents that it [ ] is, [ ] is not a joint venture that complies with the requirements of 13 CFR 127.506(a) through (c). [The Contractor shall enter the name and unique entity identifier of each party to the joint venture: .]

(5) Economically disadvantaged women-owned small business (EDWOSB) joint venture. The Contractor represents that it [ ] is, [ ] is not a joint venture that complies with the requirements of 13 CFR 127.506(a) through (c). [The Contractor shall enter the name and unique entity identifier of each party to the joint venture: .]

(6) [Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.] The Contractor represents that it [ ] is, [ ] is not a veteran-owned small business concern.

(7) [Complete only if the Contractor represented itself as a veteran-owned small business concern in paragraph (h)(6) of this clause.] The Contractor represents that it [ ] is, [ ] is not a service-disabled veteran-owned small business concern.

(8) [Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.] The Contractor represents that--

(i) It [ ] is, [ ] is not a HUBZone small business concern listed, on the date of this representation, on the List of Qualified HUBZone Small Business Concerns maintained by the Small Business Administration, and no material changes in ownership and control, principal office, or HUBZone employee percentage have occurred since it was certified in accordance with 13 CFR part 126; and

(ii) It [ ] is, [ ] is not a HUBZone joint venture that complies with the requirements of 13 CFR part 126, and the representation in paragraph (h)(8)(i) of this clause is accurate for each HUBZone small business concern participating in the HUBZone joint venture. [The Contractor shall enter the names of each of the HUBZone small business concerns participating in the HUBZone joint venture: .] Each HUBZone small business concern participating in the HUBZone joint venture shall submit a separate signed copy of the HUBZone representation.

[Contractor to sign and date and insert authorized signer's name and title.]

(End of clause)

CLAUSES INCORPORATED BY REFERENCE

52.203-16 Preventing Personal Conflicts of Interest JUN 2020 52.202-1 Definitions JUN 2020 52.203-5 Covenant Against Contingent Fees MAY 2014 52.203-6 Restrictions On Subcontractor Sales To The Government JUN 2020 52.203-7 Anti-Kickback Procedures JUN 2020 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or

Improper Activity

MAY 2014

52.203-10 Price Or Fee Adjustment For Illegal Or Improper Activity MAY 2014 52.203-12 Limitation On Payments To Influence Certain Federal

Transactions

JUN 2020

52.203-13 Contractor Code of Business Ethics and Conduct NOV 2021 52.203-19 Prohibition on Requiring Certain Internal Confidentiality

Agreements or Statements

JAN 2017

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper

MAY 2011

52.204-9 Personal Identity Verification of Contractor Personnel JAN 2011 52.204-10 Reporting Executive Compensation and First-Tier

Subcontract Awards

JUN 2020

52.204-13 System for Award Management Maintenance OCT 2018 52.204-18 Commercial and Government Entity Code Maintenance AUG 2020 52.204-19 Incorporation by Reference of Representations and

Certifications.

DEC 2014

52.204-21 Basic Safeguarding of Covered Contractor Information Systems

NOV 2021

52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities

NOV 2021

52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment

NOV 2021

52.209-6 Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment

NOV 2021

52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters

OCT 2018

52.209-10 Prohibition on Contracting With Inverted Domestic Corporations

NOV 2015

52.210-1 Market Research NOV 2021 52.211-11 Liquidated Damages--Supplies, Services, or Research and

Development

SEP 2000

52.215-8 Order of Precedence--Uniform Contract Format OCT 1997 52.215-14 Integrity of Unit Prices NOV 2021 52.215-15 Pension Adjustments and Asset Reversions OCT 2010 52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits

(PRB) Other than Pensions

JUL 2005

52.215-19 Notification of Ownership Changes OCT 1997 52.216-8 Fixed Fee JUN 2011 52.216-10 Incentive Fee JUN 2011 52.216-11 Cost Contract--No Fee APR 1984 52.216-16 Incentive Price Revision-Firm Target JAN 2022 52.216-16 Alt I Incentive Price Revision-Firm Target (JAN 2022) - Alternate

I

APR 1984

52.216-17 Incentive Price Revision-Successive Targets JAN 2022 52.216-17 Alt I Incentive Price Revision--Successive Targets (JAN 2022) -

Alternate I

APR 1984

52.216-32 Alt I Task-Order and Delivery-Order Ombudsman (Sept 2019) Alternate I

SEP 2019

52.217-2 Cancellation Under Multiyear Contracts OCT 1997 52.219-8 Utilization of Small Business Concerns OCT 2022 52.219-9 Small Business Subcontracting Plan OCT 2022 52.219-9 Alt II Small Business Subcontracting Plan (OCT 2022) Alternate II NOV 2016 52.219-16 Liquidated Damages-Subcontracting Plan SEP 2021 52.222-2 Payment For Overtime Premiums JUL 1990 52.222-21 Prohibition Of Segregated Facilities APR 2015 52.222-26 Equal Opportunity SEP 2016 52.222-35 Equal Opportunity for Veterans JUN 2020 52.222-36 Equal Opportunity for Workers with Disabilities JUN 2020 52.222-37 Employment Reports on Veterans JUN 2020 52.222-50 Combating Trafficking in Persons NOV 2021 52.222-54 Employment Eligibility Verification MAY 2022 52.223-5 Pollution Prevention and Right-to-Know Information MAY 2011 52.223-18 Encouraging Contractor Policies To Ban Text Messaging

While Driving

JUN 2020

52.224-3 Privacy Training JAN 2017 52.225-1 Buy American--Supplies OCT 2022 52.225-13 Restrictions on Certain Foreign Purchases FEB 2021 52.228-5 Insurance - Work On A Government Installation JAN 1997 52.229-3 Federal, State And Local Taxes FEB 2013 52.229-12 Tax on Certain Foreign Procurements FEB 2021 52.232-17 Interest MAY 2014 52.232-20 Limitation Of Cost APR 1984 52.232-22 Limitation Of Funds APR 1984 52.232-23 Assignment Of Claims MAY 2014 52.232-25 Alt I Prompt Payment (Jan 2017) Alternate I FEB 2002 52.232-29 Terms for Financing of Purchases of Commercial Products and Commercial Services

NOV 2021

52.232-33 Payment by Electronic Funds Transfer--System for Award Management

OCT 2018

52.232-39 Unenforceability of Unauthorized Obligations JUN 2013

52.232-40 Providing Accelerated Payments to Small Business Subcontractors

NOV 2021

52.233-1 Disputes MAY 2014 52.233-3 Protest After Award AUG 1996 52.233-3 Alt I Protest After Award (Aug 1996) - Alternate I JUN 1985 52.233-4 Applicable Law for Breach of Contract Claim OCT 2004 52.237-2 Protection Of Government Buildings, Equipment, And

Vegetation

APR 1984

52.242-1 Notice of Intent to Disallow Costs APR 1984 52.242-3 Penalties for Unallowable Costs SEP 2021 52.242-4 Certification of Final Indirect Costs JAN 1997 52.242-5 Payments to Small Business Subcontractors JAN 2017 52.242-13 Bankruptcy JUL 1995 52.243-1 Changes--Fixed Price AUG 1987 52.243-1 Alt II Changes--Fixed-Price (Aug 1987) - Alternate II APR 1984 52.243-1 Alt III Changes--Fixed Price (Aug 1987) - Alternate III APR 1984 52.243-2 Changes--Cost-Reimbursement AUG 1987 52.243-2 Alt II Changes--Cost Reimbursement (Aug 1987) - Alternate II APR 1984 52.243-3 Changes--Time-And-Material Or Labor-Hours SEP 2000 52.244-6 Subcontracts for Commercial Products and Commercial

Services

OCT 2022

52.245-1 Government Property SEP 2021 52.245-9 Use And Charges APR 2012 52.246-25 Limitation Of Liability--Services FEB 1997 52.249-2 Termination For Convenience Of The Government (Fixed-

Price)

APR 2012

52.249-6 Termination (Cost Reimbursement) MAY 2004 52.249-6 Alt IV Termination (Cost Reimbursement) (May 2004) - Alternate

IV

SEP 1996

52.249-8 Default (Fixed-Price Supply & Service) APR 1984 52.252-5 Authorized Deviations In Provisions NOV 2020 52.252-6 Authorized Deviations In Clauses NOV 2020 252.203-7000 Requirements Relating to Compensation of Former DoD

Officials

SEP 2011

252.203-7001 Prohibition On Persons Convicted of Fraud or Other Defense- Contract-Related Felonies

DEC 2008

252.203-7002 Requirement to Inform Employees of Whistleblower Rights SEP 2013 252.203-7003 Agency Office of the Inspector General AUG 2019 252.203-7004 Display of Hotline Posters AUG 2019 252.204-7000 Disclosure Of Information OCT 2016 252.204-7003 Control Of Government Personnel Work Product APR 1992 252.204-7004 Antiterrorism Awareness Training for Contractors. FEB 2019 252.204-7012 Safeguarding Covered Defense Information and Cyber

Incident Reporting

DEC 2019

252.204-7015 Notice of Authorized Disclosure of Information for Litigation Support

MAY 2016

252.204-7018 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services

JAN 2021

252.204-7022 Expediting Contract Closeout MAY 2021 252.204-7023 Alt I Reporting Requirements for Contracted Services (JUL 2021)

Alternate I

JUL 2021

252.205-7000 Provision Of Information To Cooperative Agreement Holders DEC 1991 252.209-7004 Subcontracting With Firms That Are Owned or Controlled By

The Government of a Country that is a State Sponsor of Terrorism

MAY 2019

252.211-7007 Reporting of Government-Furnished Property MAR 2022 252.211-7008 Use of Government-Assigned Serial Numbers SEP 2010 252.216-7004 Award Fee Reduction or Denial for Jeopardizing the Health or Safety of Government Personnel.

SEP 2011

252.216-7010 Postaward Debriefings for Task Orders and Delivery Orders MAR 2022 252.217-7027 Contract Definitization DEC 2012 252.219-7003 Small Business Subcontracting Plan (DOD Contracts) DEC 2019 252.222-7006 Restrictions on the Use of Mandatory Arbitration Agreements DEC 2010 252.223-7004 Drug Free Work Force SEP 1988 252.223-7006 Prohibition On Storage, Treatment, and Disposal of Toxic or

Hazardous Materials

SEP 2014

252.225-7004 Report of Intended Performance Outside the United States and Canada--Submission after Award

OCT 2020

252.225-7048 Export-Controlled Items JUN 2013 252.225-7056 Prohibition Regarding Business Operations with the Maduro

Regime

MAY 2022

252.225-7058 Postaward Disclosure of Employment of Individuals Who Work in the People's Republic of China

AUG 2022

252.226-7001 Utilization of Indian Organizations and Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns

APR 2019

252.232-7006 Wide Area WorkFlow Payment Instructions DEC 2018 252.232-7007 Limitation Of Government's Obligation APR 2014 252.232-7010 Levies on Contract Payments DEC 2006 252.237-7010 Prohibition on Interrogation of Detainees by Contractor

Personnel

JUN 2013

252.242-7004 Material Management And Accounting System MAY 2011 252.242-7005 Contractor Business Systems FEB 2012 252.242-7006 Accounting System Administration FEB 2012 252.243-7001 Pricing Of Contract Modifications DEC 1991 252.243-7002 Requests for Equitable Adjustment DEC 2012 252.244-7000 Subcontracts for Commercial Items JAN 2021 252.244-7001 Contractor Purchasing System Administration MAY 2014 252.245-7002 Reporting Loss of Government Property JAN 2021 252.245-7003 Contractor Property Management System Administration APR 2012 252.245-7004 Reporting, Reutilization, and Disposal DEC 2017

CLAUSES INCORPORATED BY FULL TEXT

52.204-2 SECURITY REQUIREMENTS (MAR 2021)

(a) This clause applies to the extent that this contract involves access to information classified "Confidential," "Secret," or "Top Secret."

(b) The Contractor shall comply with (1) the Security Agreement (DD Form 441), including the National Industrial Security Program Operating Manual (32 CFR part 117); and (2) any revisions to that manual, notice of which has been furnished to the Contractor.

(c) If, subsequent to the date of this contract, the security classification or security requirements under this contract are changed by the Government and if the changes cause an increase or decrease in security costs or otherwise affect any other term or condition of this contract, the contract shall be subject to an equitable adjustment as if the changes were directed under the Changes clause of this contract.

(d) The Contractor agrees to insert terms that conform substantially to the language of this clause, including this paragraph (d) but excluding any reference to the Changes clause of this contract, in all subcontracts under this contract that involve access to classified information.

(End of clause)

52.216-18 ORDERING. (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from August 2023 through August 2028 (exact dates to be determined).

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) A delivery order or task order is considered "issued" when--

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor's fax number; or

(3) If sent electronically, the Government either--

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor's email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

(End of clause)

52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $3,000.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor -

(1) Any order for a single item in excess of $30,000,000.00;

(2) Any order for a combination of items in excess of $30,000,000.00; or

(3) A series of orders from the same ordering office within 15 days that together call for quantities exceeding the limitation in paragraph (b) (1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal

Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 15 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of clause)

52.216-22 INDEFINITE QUANTITY. (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum". The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum".

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after five (5) years after the end of the POP.

(End of clause)

52.216-32 TASK-ORDER AND DELIVERY-ORDER OMBUDSMAN (SEPT 2019)

(a) In accordance with 41 U.S.C. 4106(g), the Agency has designated the following task-order and delivery-order Ombudsman for this contract. The Ombudsman must review complaints from the Contractor concerning all task-order and delivery-order actions for this contract and ensure the Contractor is afforded a fair opportunity for consideration in the award of orders, consistent with the procedures in the contract.

The Task Order Ombudsman for this IDIQ is:

Scott Ulrey Deputy Director / Competition Advocate DARPA Contract Management Office 675 North Randolph Street Arlington VA 22203

(703) 696-2434 Scott.Ulrey@darpa.mil

(b) Consulting an ombudsman does not alter or postpone the timeline for any other process (e.g., protests).

(c) Before consulting with the Ombudsman, the Contractor is encouraged to first address complaints with the Contracting Officer for resolution. When requested by the Contractor, the Ombudsman may keep the identity of the concerned party or entity confidential, unless prohibited by law or agency procedure.

(End of clause)

52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor any time prior to contract expiration.

(End of clause)

52.219-4 NOTICE OF PRICE EVALUATION PREFERENCE FOR HUBZONE SMALL BUSINESS

CONCERNS (OCT 2022)

(a) Evaluation preference.

(1) Offers will be evaluated by adding a factor of 10 percent to the price of all offers, except--

(i) Offers from HUBZone small business concerns that have not waived the evaluation preference; and

(ii) Otherwise successful offers from small business concerns.

(2) The factor of 10 percent shall be applied on a line item basis or to any group of items on which award may be made. Other evaluation factors described in the solicitation shall be applied before application of the factor.

(3) When the two highest rated offerors are a HUBZone small business concern and a large business, and the evaluated offer of the HUBZone small business concern is equal to the evaluated offer of the large business after considering the price evaluation preference, award will be made to the HUBZone small business concern.

(b) Waiver of evaluation preference. A HUBZone small business concern may elect to waive the evaluation preference, in which case the factor will be added to its offer for evaluation purposes.

___ Offeror elects to waive the evaluation preference.

(c) Joint venture. A HUBZone joint venture agrees that, in the performance of the contract, at least 40 percent of the aggregate work performed by the joint venture shall be completed by the HUBZone small business parties to the joint venture. Work performed by the HUBZone small business parties to the joint venture must be more than administrative functions.

(End of clause)

52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT

(DEC 2010)

(a) During the term of this contract, the Contractor shall post an employee notice, of such size and in such form, and containing such content as prescribed by the Secretary of Labor, in conspicuous places in and about its plants and offices where employees covered by the National Labor Relations Act engage in activities relating to the performance of the contract, including all places where notices to employees are customarily posted both physically and electronically, in the languages employees speak, in accordance with 29 CFR 471.2(d) and (f).

(1) Physical posting of the employee notice shall be in conspicuous places in and about the Contractor's plants and offices so that the notice is prominent and readily seen by employees who are covered by the National Labor Relations Act and engage in activities related to the performance of the contract.

(2) If the Contractor customarily posts notices to employees electronically, then the Contractor shall also post the required notice electronically by displaying prominently, on any Web site that is maintained by the Contractor and is customarily used for notices to employees about terms and conditions of employment, a link to the Department of Labor's Web site that contains the full text of the poster. The link to the Department's Web site, as referenced in (b)(3) of this section, must read, ``Important Notice about Employee Rights to Organize and Bargain Collectively with Their Employers.''

(b) This required employee notice, printed by the Department of Labor, may be--

(1) Obtained from the Division of Interpretations and Standards, Office of Labor-Management Standards, U.S.

Department of Labor, 200 Constitution Avenue, NW., Room N-5609, Washington, DC 20210, (202) 693-0123, or from any field office of the Office of Labor-Management Standards or Office of Federal Contract Compliance Programs;

(2) Provided by the Federal contracting agency if requested;

(3) Downloaded from the Office of Labor-Management Standards Web site at http://www.dol.gov/olms/regs/compliance/EO13496.htm; or

(4) Reproduced and used as exact duplicate copies of the Department of Labor's official poster.

(c) The required text of the employee notice referred to in this clause is located at Appendix A, Subpart A, 29 CFR Part 471.

(d) The Contractor shall comply with all provisions of the employee notice and related rules, regulations, and orders of the Secretary of Labor.

(e) In the event that the Contractor does not comply with the requirements set forth in paragraphs (a) through (d) of this clause, this contract may be terminated or suspended in whole or in part, and the Contractor may be suspended or debarred in accordance with 29 CFR 471.14 and subpart 9.4. Such other sanctions or remedies may be imposed as are provided by 29 CFR part 471, which implements Executive Order 13496 or as otherwise provided by law.

(f) Subcontracts. (1) The Contractor shall include the substance of this clause, including this paragraph (f), in every subcontract that exceeds $10,000 and will be performed wholly or partially in the United States, unless exempted by the rules, regulations, or orders of the Secretary of Labor issued pursuant to section 3 of Executive Order 13496 of January 30, 2009, so that such provisions will be binding upon each subcontractor.

(2) The Contractor shall not procure supplies or services in a way designed to avoid the applicability of Executive Order 13496 or this clause.

(3) The Contractor shall take such action with respect to any such subcontract as may be directed by the Secretary of Labor as a means of enforcing such provisions, including the imposition of sanctions for noncompliance.

(4) However, if the Contractor becomes involved in litigation with a subcontractor, or is threatened with such involvement, as a result of such direction, the Contractor may request the United States, through the Secretary of Labor, to enter into such litigation to protect the interests of the United States.

(End of clause)

52.232-1 PAYMENTS (APR 1984)

The Government shall pay the Contractor, upon the submission of proper invoices or vouchers, the prices stipulated in this contract for supplies delivered and accepted or services rendered and accepted, less any deductions provided in this contract. Unless otherwise specified in this contract, payment shall be made on partial deliveries accepted by the Government if--

(a) The amount due on the deliveries warrants it; or

(b) The Contractor requests it and the amount due on the deliveries is at least $1,000 or 50 percent of the total contract price.

(End of clause)

CLAUSES INCORPORATED BY REFERENCE

52.232-7 Payments Under Time-And-Materials And Labor-Hour Contracts

NOV 2021

CLAUSES INCORPORATED BY FULL TEXT

52.232-8 DISCOUNTS FOR PROMPT PAYMENT (FEB 2002)

(a) Discounts for prompt payment will not be considered in the evaluation of offers. However, any offered discount will form a part of the award, and will be taken if payment is made within the discount period indicated in the offer by the offeror. As an alternative to offering a discount for prompt payment in conjunction with the offer, offerors awarded contracts may include discounts for prompt payment on individual invoices.

(b) In connection with any discount offered for prompt payment, time shall be computed from the date of the invoice. If the Contractor has not placed a date on the invoice, the due date shall be calculated from the date the designated billing office receives a proper invoice, provided the agency annotates such invoice with the date of receipt at the time of receipt.