Draft Solicitation W911QX23R0004 (2).pdf

CODE

(Hour)

PAGE(S)

until 05:00 PM local time 22 Mar 2023

X

A X B X C X D

EX

X

G F 37 - 50

51 - 62 X H 63 - 67 alexander.k.cheatham.civ@army.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 authorized official written notice.

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

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

1 67

(If other than 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.

W911QX 8. ADDRESS OFFER TO

See Item 7

9. Sealed offers in original and 1 copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located 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 terms and

N/A conditions contained in this solicitation.

10. FOR INFORMATION

CALL:

A. NAME (NO COLLECT CALLS)

ALEXANDER CHEATHAM 575-678-4963

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

1 - 2 3 - 7

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

X K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 12 - 14 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 15 - 19 X M

L INSTRS., CONDS., AND NOTICES TO OFFERORS

EVALUATION FACTORS FOR AWARD

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

is inserted by the offeror) from the date 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 the 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 the SOLICITATION for offerors and related documents numbered and dated):

FACILITY

12. In compliance with the above, the undersigned agrees, if this offer is accepted 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 Contracting 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 other 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

20 - 35

PART II - CONTRACT CLAUSES

US ARMY ACC - APG / ADELPHI CONT DIV

ACC - APG / ADELPHI DIV

2800 POWDER MILL ROAD

CCAP-SCA

ADELPHI MD 20783-1138

FAX:

TEL:

FAX:

TEL:

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

SOLICITATION

6. REQUISITION/PURCHASE NO.5. DATE ISSUED

22 Feb 2023

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

W911QX23R0004

Section A - Solicitation/Contract Form

NOTICE

This is only a DRAFT Solicitation No. W911QX23R0004 for Sustainment Modernization Services for U.S. Army Combat Capabilities and Development Command (DEVCOM) Data Analysis Center (DAC). Do NOT submit a PROPOSAL in response to this DRAFT Solicitation. DO E-Mail----to Alex Cheatham at alexander.k.cheatham.civ@army.mil by 5:00 PM Eastern Standard Time on February 21st, 2023, your QUESTIONS and your COMMENTS concerning this DRAFT Solicitation.

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 1 Job Transition Period

FFP

The Contractor shall transition in 15 days in accordance with the proposed pan.

FOB: Destination

PSC CD: AS15

NET AMT

0002 1 Job Sustainment Modernization Services

FFP

The Contractor shall furnish services necessary for the Sustainment Modernization program in accordance with the Performance Work Statement (PWS) contained in Section C and the terms and conditions of this contract.

0003 1 Job Sustainment Modernization Services

CPFF

The Contractor shall furnish services necessary for the Sustainment Modernization program in accordance with the Performance Work Statement (PWS) contained in Section C and the terms and conditions of this contract.

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

0004 1 Job Travel and ODC's

COST

All travel and ODCs shall be billed without Fee.

ESTIMATED COST

0005 1 Job Data

FFP

The Contractor shall prepare and deliver reports and data in accordance with the attached Contract Data Requirements Lists, DD Form 1423.

0006 1 Job Contractor Manpower Reporting

FFP

The Contractor shall report annually, by October 31, at https://www.sam.gov, on the services performed under this contract or order, including any first-tier subcontracts, during the preceding Government fiscal year (October 1 - September 30). The Contractor shall report the following information for the contract or order:

(1) The total dollar amount invoiced for services performed during the preceding Government fiscal year under the contract or order. (2) The number of Contractor direct labor hours, to include first-tier subcontractor direct labor hours, as applicable, expended on the services performed under the contract or order during the previous Government fiscal year. The Government will review the Contractor’s reported information for reasonableness and consistency with available contract information. In the event the Government believes that revisions to the Contractor’s reported information are warranted, the Government will notify the Contractor. Upon notification, the Contractor shall revise the reported information or provide the Government with a supporting rationale for the information.

CONTRACT MINIMUM/MAXIMUM QUANTITY AND CONTRACT VALUE

The minimum quantity and contract value for all orders issued against this contract shall not be less than the minimum quantity and contract value stated in the following table. The maximum quantity and contract value for all orders issued against this contract shall not exceed the maximum quantity and contract value stated in the following table.

MINIMUM

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

AMOUNT

1.00 $25,000.00 $25,000,000.00

DELIVERY/TASK ORDER MINIMUM/MAXIMUM QUANTITY AND ORDER VALUE

The minimum quantity and order value for each Delivery/Task Order issued shall not be less than the minimum quantity and order value stated in the following table. The maximum quantity and order value for each Delivery/Task Order issued shall not exceed the maximum quantity and order value stated in the following table.

MINIMUM

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

1.00 $1.00

CLIN MINIMUM/MAXIMUM QUANTITY AND CLIN VALUE

The minimum quantity(s) and CLIN value(s) for all orders issued against the CLIN(s) on this contract shall not be less than the minimum quantity(s) and CLIN value(s) stated in the following table. The maximum quantity(s) and CLIN value(s) for all orders issued against the CLIN(s) on this contract shall not exceed the maximum quantity(s) and CLIN value(s) stated in the following table.

CLIN

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

AMOUNT

0001 1.00 $1.00 0002 1.00 $1.00 1,000.00 $5,000,000.00 0003 1.00 $1.00 1,000.00 $19,500,000.00 0004 1.00 $1.00 1,000.00 $500,000.00 0005 1.00 0006 1.00

CLIN DELIVERY/TASK ORDER MINIMUM/MAXIMUM QUANTITY AND CLIN ORDER VALUE

The minimum quantity and order value for the given Delivery/Task Order issued for this CLIN shall not be less than the minimum quantity and order value stated in the following table. The maximum quantity and order value for the given Delivery/Task Order issued for this CLIN shall not exceed the maximum quantity and order value stated in the following table.

CLIN

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

0001 1.00

$1.00

0002 1.00

1,000.00

$5,000,000.00

0003 1.00

$19,500,000.00

0004 1.00

$500,000.00

0005 1.00

0006 1.00

ACC - APG POINT OF CONTACT

The ACC - APG point of contact for this action is:

Contract Specialist: Alex Cheatham Telephone Number: 575-678-4963 E-mail: alexander.k.cheatham.civ@army.mil

Contracting Officer Name: Jessica Camunez Telephone Number: 575-678-8283 E-mail: jessica.r.camunez.civ@army.mil

TYPE OF CONTRACT

TYPE OF CONTRACT (Reference: 52.216-1)

This is a Hybrid Cost Plus Fixed Fee (CPFF) and Firm Fixed Price (FFP) type of contract.

CONTRACTING OFFICER'S REP

CONTRACTING OFFICER’S REPRESENTATIVE (COR)

The COR appointed to this contract is identified below. See formal letter of appointment for authorized duties/responsibilities.

COR Name: TBD at time of Award COR Telephone: - COR Email address: -

SECTION B INFORMATION

B.1. This is a five (5) year Single Award Indefinite Delivery/Indefinite Quantity (ID/IQ) contract upon which Firm Fixed Price (FFP) and Cost Plus Fixed Fee (CPFF) Task Orders (TO) may be issued. Only ACC-APG Contracting Officers are authorized to issue orders under this contract. Requests for proposals will be emailed to the contractor with a due date stated. Orders will be emailed out upon award.

B.2. No funds will be obligated on the base ID/IQ contract; all funds will be obligated on individual task orders. A minimum of $25,000.00 is guaranteed for this contract and will be obligated on the initial task order. The contract maximum is $25 million.

B.3. The Government reserves the right to move ceiling capacity between CLINs (inclusive of subCLINs) as needed to support the mission.

B.4. Travel and per diem costs, if applicable, will be subject to FAR 31.205-46.

B.5. Wage determinations, if applicable, will be incorporated and updated when required for each task order awarded.

Section C - Descriptions and Specifications

PERFORMANCE WORK STATEMENT

The Performance Work Statement (PWS) will be provided by request under separate cover via the Army’s secure distribution program SAFE.

Section D - Packaging and Marking

DISTRIBUTION STATEMENTS

Distribution Statement A for Contract Submission Documents:

Approved for public release; distribution is unlimited.

Distribution Statement D for Information generated from the performance of the contract:

Distribution authorized to the Department of Defense and U.S. DoD contractors only 29 December 2022. Other requests shall be referred to ARL DEVCOM SRB.

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 Destination Government Destination Government 0002 Destination Government Destination Government 0003 Destination Government Destination Government 0004 Destination Government Destination Government 0005 Destination Government Destination Government 0006 Destination Government Destination Government

CLAUSES INCORPORATED BY REFERENCE

52.246-2 Inspection Of Supplies--Fixed Price AUG 1996 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

Section F - Deliveries or Performance

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

0001 POP 09-MAY-2023 TO

24-MAY-2023

N/A N/A

0002 POP 24-MAY-2023 TO

23-MAY-2028

0003 POP 24-MAY-2023 TO

0004 POP 24-MAY-2023 TO

0005 POP 24-MAY-2023 TO

0006 POP 24-MAY-2023 TO

52.242-15 Stop-Work Order AUG 1989 52.242-15 Alt I Stop-Work Order (Aug 1989) - Alternate I APR 1984 52.247-34 F.O.B. Destination NOV 1991 52.247-55 F.O.B. Point For Delivery Of Government-Furnished

Property

JUN 2003

Section G - Contract Administration Data

252.204-7006 Billing Instructions OCT 2005 252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports

DEC 2018

CLAUSES INCORPORATED BY FULL TEXT

252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (DEC 2018)

(a) Definitions. As used in this clause—

“Department of Defense Activity Address Code (DoDAAC)” is a six position code that uniquely identifies a unit, activity, or organization.

“Document type” means the type of payment request or receiving report available for creation in Wide Area WorkFlow (WAWF).

“Local processing office (LPO)” is the office responsible for payment certification when payment certification is done external to the entitlement system.

“Payment request” and “receiving report” are defined in the clause at 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(b) Electronic invoicing. The WAWF system provides the method to electronically process vendor payment requests and receiving reports, as authorized by Defense Federal Acquisition Regulation Supplement (DFARS) 252.232- 7003, Electronic Submission of Payment Requests and Receiving Reports.

(c) WAWF access. To access WAWF, the Contractor shall—

(1) Have a designated electronic business point of contact in the System for Award Management at https://www.sam.gov; and

(2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration available at this web site.

(d) WAWF training. The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the “Web Based Training” link on the WAWF home page at https://wawf.eb.mil/.

(e) WAWF methods of document submission. Document submissions may be via web entry, Electronic Data Interchange, or File Transfer Protocol.

(f) WAWF payment instructions. The Contractor shall use the following information when submitting payment requests and receiving reports in WAWF for this contract or task or delivery order:

(1) Document type. The Contractor shall submit payment requests using the following document type(s):

(i) For cost-type line items, including labor-hour or time-and-materials, submit a cost voucher.

(ii) For fixed price line items—

(A) That require shipment of a deliverable, submit the invoice and receiving report specified by the Contracting Officer.

N/A

(Contracting Officer: Insert applicable invoice and receiving report document type(s) for fixed price line items that require shipment of a deliverable.)

(B) For services that do not require shipment of a deliverable, submit either the Invoice 2in1, which meets the requirements for the invoice and receiving report, or the applicable invoice and receiving report, as specified by the Contracting Officer.

Cost Voucher

(Contracting Officer: Insert either “Invoice 2in1” or the applicable invoice and receiving report document type(s) for fixed price line items for services.)

(iii) For customary progress payments based on costs incurred, submit a progress payment request.

(iv) For performance based payments, submit a performance based payment request.

(v) For commercial item financing, submit a commercial item financing request.

(2) Fast Pay requests are only permitted when Federal Acquisition Regulation (FAR) 52.213-1 is included in the contract.

[Note: The Contractor may use a WAWF “combo” document type to create some combinations of invoice and receiving report in one step.]

(3) Document routing. The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in WAWF when creating payment requests and receiving reports in the system.

Routing Data Table*

Field Name in WAWF Data to be entered in WAWF

Pay Official DoDAAC HQ0490

Issue By DoDAAC W911QX

Admin DoDAAC** W911QX

Inspect By DoDAAC W813LT

Service Approver (DoDAAC) W813LT

Service Acceptor (DoDAAC) W813LT

DCAA Auditor HAA719

(*Contracting Officer: Insert applicable DoDAAC information. If multiple ship to/acceptance locations apply, insert “See Schedule” or “Not applicable.”)

(**Contracting Officer: If the contract provides for progress payments or performance-based payments, insert the DoDAAC for the contract administration office assigned the functions under FAR 42.302(a)(13).)

(4) Payment request. The Contractor shall ensure a payment request includes documentation appropriate to the type of payment request in accordance with the payment clause, contract financing clause, or Federal Acquisition Regulation 52.216-7, Allowable Cost and Payment, as applicable.

(5) Receiving report. The Contractor shall ensure a receiving report meets the requirements of DFARS Appendix F.

(g) WAWF point of contact.

(1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting activity’s WAWF point of contact.

TBD at time of Award.

(Contracting Officer: Insert applicable information or “Not applicable.”)

(2) Contact the WAWF helpdesk at 866-618-5988, if assistance is needed.

(End of clause)

TAX EXEMPTION CERT. (ARL)

TAX EXEMPTION CERTIFICATE (ARL)

Exemption certificate number 30005004 covers exemption from Maryland retail sales and use tax.

The Federal Tax Identification number for the Army Research Laboratory is: 53-0215803.

PAYMENT INSTRUCTIONS

PAYMENT INSTRUCTIONS

The payment office shall allocate and record the amounts paid to the accounting classification citations in the contract using the table at DFARS PGI 204.7108(b)(2) [link below] based on the type of payment request submitted and the type of effort.

https://www.acq.osd.mil/dpap/dars/pgi/pgi_htm/current/PGI204_71.htm#payment_instructions

Section H - Special Contract Requirements

REQUIRED INSURANCE COVERAGE

Pursuant to the clause entitled "Insurance - Work on a Government Installation", FAR 52.228-5, or the clause entitled "Insurance - Liability to Third Persons", FAR 52.228-7, the Contractor shall procure and maintain the following kinds of insurance coverage in the amounts herein indicated, throughout the period of performance under this contract.

(a) The Contractor shall comply with the Workmen's Compensation statute of the State(s) where work is to be performed.

(b) Employer's Liability Insurance $ 100,000.00 .

(c) General Liability Insurance (Comprehensive)

(1) Bodily injury $ 500,000.00 per accident

(d) Automobile Liability Insurance (Comprehensive)

(1) Bodily injury $ 200,000.00 per person $ 500,000.00 per accident

(2) Property damage $ 50,000.00 per accident

KEY PERSONNEL

The Contractor shall notify the Government in the event of a transition (replacing or removal) of key personnel (those individuals addressed in the Contractors proposal) working under this contract. The Government reserves the right to review the qualifications of any Contractor personnel proposed to replace existing personnel and accept/reject the individual based on its judgement that the individual can perform similarly as the transitioned personnel.

PAYMENT OF FIXED FEE

PAYMENT OF FIXED FEE (Reference: 52.216-8)

Pursuant to the clause at FAR 52.216-8, "Fixed Fee", and subject to withholding provisions contained therein or elsewhere in the contract, fixed fee shall be paid to the Contractor at a fixed amount in each monthly voucher. The fixed amount is based on the total fee divided by the number of months of performance at initial award, minus 15% percent that is withheld in a reserve in accordance with 52.216-8. The total fee that should be requested via voucher each month is therefore 15%.

SUPERVISION OF EMPLOYEES

The Contractor's employees shall remain under the Contractor's direct supervision at all times. Although the Government will issue tasks and coordinate directions within the scope of the contract, detailed instructions for Contractor employees and supervision of individual workers shall remain the responsibility of the Contractor.

WORK HOURS

Normal work hours are from 7:45 A.M. through 4:15 P.M, Monday through Friday. Contractors will not be permitted to work on Saturdays, Sundays or legal holidays (or hours/days on which the installation is officially opening late, closing early, or is closed entirely, for any reason, unless otherwise authorized by the Contracting

Officer. Furthermore, if the Contractor chooses to pay its' employees for these days, such costs shall not be charged as a direct expense to this contract. However, Saturdays, Sundays and legal holidays are included in computation of performance of this contract. The Government reserves the right to require the contractor employees to set a daily schedule with consistent start and end times.

The following legal holidays will be observed:

January 1st 3rd Monday of January 3rd Monday of February Last Monday of May June 19th July 4th 1st Monday of September 2nd Monday of October November 11th 4th Thursday of November December 25th

When one of the above designated legal holidays falls on a Sunday, the following Monday will be observed as a legal holiday. When a legal holiday falls on a Saturday, the preceding Friday is observed as a holiday by U.S.

Government Agencies.

GOV'T CONTRACTOR RELATIONSHIPS

GOVERNMENT-CONTRACTOR RELATIONSHIPS

a. The Government and the contractor understand and agree that the services to be delivered under this contract by the contractor to the Government are non-personal services and the parties recognize and agree that no employer-employee or master-servant relationships exist or will exist under the contract between the Government and the contractor and/or between the Government and the contractor’s employees. It is therefore in the best interest of the Government to afford the parties a full and complete understanding of their respective obligations.

b. Contractor personnel under this contract shall not:

(1) be placed in a position where they are appointed or employed by a Federal Officer, or are under the supervision, direction, or evaluation of a Federal Officer, Military or Civilian.

(2) be placed in a staff or policy making position.

(3) be placed in a position of command, supervision, administration or control over DA Military or Civilian personnel, or personnel of other contractors, or become a part of the Government organization.

(4) be used for the purpose of avoiding manpower ceilings or other personnel rules and regulations of DA or the Civil Service Commission.

(5) be used in administration or supervision of military procurement activities.

c. Employee Relationships:

(1) The services to be performed under this contract do not require the contractor or its employees to exercise personal judgment and discretion on behalf of the Government, but rather the contractor’s employees will act and exercise personal judgment and discretion on behalf of the contractor.

(2) Rules, regulations, directions, and requirements which are issued by command authorities under their responsibility for good order, administration, and security are applicable to all personnel who enter the installation, or who travel on Government transportation. This is not to be construed or interpreted to establish any degree of Government control which is inconsistent with a non-personal services contract.

ID OF CONTRACTOR EMPLOYEES

IDENTIFICATION OF CONTRACTOR EMPLOYEES

All contract personnel attending meetings, answering Government telephones, and working in other situations where their contractor status is not obvious to third parties, are required to identify themselves as such.

All contractor communications made in writing must clearly identify the author as a contractor employee. In contractor communications made via telephone or email (where it is impossible for the other party to view a contractor badge or know that they are not communicating with another Government employee), the contractor must clearly identify themselves as a contractor employee. All contractor email messages must contain the contractor name in full text.

If using ARL mailroom services, the contractor may utilize ARL office symbols only in combination with their contractor name. All name plates displayed on desks and door openings on Government facilities must also include the contractor’s corporate/business name.

ARL regulations are clear that identification badges shall be prominently worn by all personnel at all times while on Government property.

DATA RIGHTS

The Government does not agree to any terms and conditions of an End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement that violate Federal law or regulations including any terms and conditions contained in any third party End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement.

When any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any provision that (i) entitles the software licensor to attorneys' fees or expenses, court costs, or similar legal fees and expenses; (ii) entitles the software licensor to injunctive relief to restrain any breach of the EULA, TOS, or similar legal instruments or agreements; (iii) entitles the software licensor to resolve disputes or claims by arbitration; (iv) entitles the software licensor to select an international court or state court jurisdiction for resolution of claims or disputes; or (v) requires that the EULA, TOS, or similar legal instrument or agreement will be interpreted under international or state laws, the following shall govern:

(1) Any such provision is unenforceable against the Government.

(2) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such provision by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an "I agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the Government or any Government authorized end user to such provision.

(3) Any such provision is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(4) The Contractor is obligated to deliver software and/or software maintenance/support that is governed by a EULA, TOS, or similar legal instrument or agreement that does not violate this provision. The Contractor asserts that the terms of this provision will be applicable to the EULA, TOS, or similar legal instrument or agreement that governs any software delivered (or performance of any software maintenance or software support) by the Contractor under this contract. Software delivered includes software produced by the Contractor, software originating from a sub-contractor, third-party software, and open source software. This provision does not modify any contract cost/price or software (or software maintenance/support) requirement of this contract and failure by the Contractor to deliver software (or software maintenance/support) that is governed by the EULA, TOS, or similar legal instrument or agreement that does not violate this provision does not absolve the Contractor from meeting the requirement(s) of the contract. If the Contractor is the software licensor or vendor/provider of the software, then the Contractor agrees that any term or condition in the EULA, TOS, or similar legal instrument or agreement that violates this provision is not applicable to the Government, even if such a term or condition is included in a EULA, TOS, or similar legal instrument or agreement. If the Contractor is not the software licensor or vendor/provider of the software, then the Contractor agrees that it has specifically negotiated the EULA, TOS, or similar legal instrument or agreement such that the terms and conditions of the EULA, TOS, or similar legal instrument or agreement is compliant with this provision before delivery of the software or software maintenance/support. If the Contractor is not the software licensor or vendor/provider of the software maintenance/support and the software (or software maintenance/support) is subject to a term or condition of the EULA, TOS, or similar legal instrument or agreement that violates this provision, then the Contractor agrees to bears full financial and legal responsibility for such violation and the Government is absolved from any such responsibility.

This clause only applies to an EULA, TOS, or similar legal instrument or agreement where the Government is obligated to accept the terms and conditions of the EULA, TOS, or similar legal instrument or agreement as a condition of using the software or software maintenance/support.

Moreover, the contractor asserts, and the Government is relying on this assertion, that if any software delivered under this contract includes software not developed by the contractor, then the contractor will deliver any such software with at least equal rights that the Government would have in the software had the software been developed by the contractor under this contract.”

REQUIRING ACCESS TO COMPUTER

PERFORMANCE REQUIRING ACCESS TO COMPUTER SYSTEMS All contractor personnel, to include both U.S. Citizens and Foreign Nationals, shall have a completed, favorably adjudicated National Agency Check (NAC) prior to accessing any U.S. Army Research Laboratory (ARL) computer. The NAC shall remain on file at either the contractor's Security Office or the resident ARL Security Office or both. For contract performance requiring access to any ARL computer system a completed/approved ARL Form 135-R (Guest Researcher and Contractor Information Systems Access Request) shall be on file for review and retention by the resident ARL Security office.

TASK ORDERS/CPFF COMPLETION

TASK ORDERS/CPFF (COMPLETION)

(a) The Contractor shall perform its obligation under this contract in accordance with written Task Orders issued on a DD Form 1155 by the Contracting Officer pursuant to this paragraph. No work will be performed or billed by the Contractor unless and until authorized by such Task Orders signed by the Contracting Officer.

(b) Individual Task Orders will be issued on a Cost-Plus-Fixed-Fee (Completion) basis. Task Orders issued hereunder will be serially numbered, and each will include (1) a statement that it is issued on a CPFF (Completion) basis, (2) the Total Estimated Cost, Fixed Fee, and Total Cost-Plus-Fixed-Fee, (3) a specific description of the work to be performed and items to be delivered, including data items, and (4) the date by which all effort and deliveries are to be completed.

(c) Except as provided in subparagraph (d) below, the issuance of a Task Order shall be preceded by an agreement by the Contractor and the Contracting Officer on the completion schedule and the Total CPFF. Prior to the issuance of each Task Order, the Government will provide written notice to the Contractor which will contain a description of the contemplated Task Order and will include (1) a description of the work and deliverable items and (2) a proposed completion schedule. Within ten days, or such longer period as may be authorized by the Contracting Officer, after receipt of the proposed order, the Contractor shall provide to the Contracting Officer a cost proposal which includes all costs estimated to be necessary to perform all the work in the proposed order, and its proposed completion schedule if different from the schedule proposed by the Contracting Officer. If and when the Contractor and the Contracting Officer agree on the Total CPFF and completion schedule, the agreement shall be set forth in the Task Order, which shall be signed by the Contractor, and then signed by the Contracting Officer and issued to the Contractor.

(d) The Contracting Officer may issue Oral Task Orders without first reaching agreement with the Contractor on the Total CPFF and schedule, and the Contractor shall proceed with the performance of such Task Order, up to the amount identified in the Task Order pursuant to FAR 16.504(a)(4)(vii) and FAR 52.216-18(c).

(e) All Task Orders issued hereunder are subject to the terms and conditions of this contract, and this contract shall control in the event of conflict with any Task Order.

(f) In addition to other clauses contained herein, the Contractor’s attention is directed to the fact that the clauses titled “Limitation of Cost” (52.232-20) and “Limitation of Funds” (52.232-22) apply separately to each individual Task Order issued hereunder. Furthermore, pursuant to the clause titled “Fixed Fee” (52.216-8), and subject to the withholding provisions contained therein or elsewhere in the contract, fixed fee shall be paid to the Contractor on a pro rata basis derive from the ratio of fixed fee to the estimated cost of the Task Order and shall be included in the vouchers submitted by the Contractor for reimbursement under the terms of the contract.

(g) If at any time during performance of an individual Task Order the Contractor believes that the work thereunder cannot be completed within the current funds allotted to that Task Order, or the costs the Contractor expects to incur within the next 60 days, when added to the costs previously incurred will exceed 75 percent of the total amount allotted to the Task Order, the Contractor shall notify the Contracting Officer (as required by tthe clauses at 52.232- 20 and 52.232-22), giving the estimate amount of additional funds required to continue performance for the period specified in the Task Order with supporting reasons and documentation. The Government is not obligated to reimburse the Contractor any costs in excess of the total amount allotted to the Task Order, whether incurred during the course of the Task Order or as a result of termination of the Task Order.

Section I - Contract Clauses

52.202-1 Definitions JUN 2020 52.203-3 Gratuities APR 1984 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 52.203-11 Certification And Disclosure Regarding Payments To

Influence Certain Federal Transactions

SEP 2007

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 52.203-14 Display of Hotline Poster(s) NOV 2021 52.203-16 Preventing Personal Conflicts of Interest JUN 2020 52.203-17 Contractor Employee Whistleblower Rights and Requirement

To Inform Employees of Whistleblower Rights

JUN 2020

52.203-18 Prohibition on Contracting With Entities That Require Certain Internal Confidentiality Agreements or Statements-- Representation

JAN 2017

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements

JAN 2017

52.204-2 Security Requirements MAR 2021 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 52.204-15 Service Contract Reporting Requirements for Indefinite-

Delivery Contracts

OCT 2016

52.204-22 Alternative Line Item Proposal JAN 2017 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

52.209-7 Information Regarding Responsibility Matters OCT 2018 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

52.209-11 Representation by Corporations Regarding Delinquent Tax Liability or a Felony Conviction under any Federal Law

FEB 2016

52.210-1 Market Research NOV 2021 52.211-5 Material Requirements AUG 2000 52.211-15 Defense Priority And Allocation Requirements APR 2008

52.215-1 Instructions to Offerors--Competitive Acquisition NOV 2021 52.215-2 Audit and Records--Negotiation JUN 2020 52.215-8 Order of Precedence--Uniform Contract Format OCT 1997 52.215-10 Price Reduction for Defective Certified Cost or Pricing Data AUG 2011 52.215-11 Price Reduction for Defective Certified Cost or Pricing Data--

Modifications

JUN 2020

52.215-12 (Dev) Subcontractor Certified Cost or Pricing Data (DEVIATION 2022-O0001)

OCT 2021

52.215-13 Subcontractor Certified Cost or Pricing Data--Modifications JUN 2020 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 52.215-21 Requirements for Certified Cost or Pricing Data and Data

Other Than Certified Cost or Pricing Data -- Modifications

NOV 2021

52.215-23 Limitations on Pass-Through Charges JUN 2020 52.216-7 Allowable Cost And Payment AUG 2018 52.216-8 Fixed Fee JUN 2011 52.219-4 Notice of Price Evaluation Preference for HUBZone Small

Business Concerns

OCT 2022

52.219-8 Utilization of Small Business Concerns OCT 2022 52.219-9 Small Business Subcontracting Plan OCT 2022 52.219-16 Liquidated Damages-Subcontracting Plan SEP 2021 52.219-28 Post-Award Small Business Program Rerepresentation OCT 2022 52.222-2 Payment For Overtime Premiums JUL 1990 52.222-3 Convict Labor JUN 2003 52.222-4 Contract Work Hours and Safety Standards - Overtime

Compensation

MAY 2018

52.222-19 Child Labor -- Cooperation with Authorities and Remedies DEC 2022 52.222-21 Prohibition Of Segregated Facilities APR 2015 52.222-22 Previous Contracts And Compliance Reports FEB 1999 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 52.222-38 Compliance With Veterans' Employment Reporting

Requirements

FEB 2016

52.222-40 Notification of Employee Rights Under the National Labor Relations Act

DEC 2010

52.222-41 Service Contract Labor Standards AUG 2018 52.222-43 Fair Labor Standards Act And Service Contract Labor

Standards - Price Adjustment (Multiple Year And Option Contracts)

AUG 2018

52.222-46 Evaluation Of Compensation For Professional Employees FEB 1993 52.222-49 Service Contract Labor Standards -- Place Of Performance

Unknown

MAY 2014

52.222-50 Combating Trafficking in Persons NOV 2021 52.222-54 Employment Eligibility Verification MAY 2022 52.222-55 Minimum Wages for Contractor Workers Under Executive

Order 14026

JAN 2022

52.222-56 Certification Regarding Trafficking in Persons Compliance Plan.

OCT 2020

52.222-62 Paid Sick Leave Under Executive Order 13706 JAN 2022 52.223-5 Pollution Prevention and Right-to-Know Information MAY 2011 52.223-6 Drug-Free Workplace MAY 2001

52.223-10 Waste Reduction Program MAY 2011 52.223-13 Acquisition of EPEAT - Registered Imaging Equipment (Jun

2014)

JUN 2014

52.223-18 Encouraging Contractor Policies To Ban Text Messaging While Driving

JUN 2020

52.225-13 Restrictions on Certain Foreign Purchases FEB 2021 52.225-19 Contractor Personnel in a Designated Operational Area or

Supporting a Diplomatic or Consular Mission Outside the United States

MAY 2020

52.225-25 Prohibition on Contracting with Entities Engaging in Certain Activities or Transactions Relating to Iran-- Representation and Certifications.

JUN 2020

52.227-1 Authorization and Consent JUN 2020 52.227-2 Notice And Assistance Regarding Patent And Copyright

Infringement

JUN 2020

52.227-3 Patent Indemnity APR 1984 52.227-3 Alt I Patent Indemnity (Apr 1984) - Alternate I APR 1984 52.227-10 Filing Of Patent Applications--Classified Subject Matter DEC 2007 52.227-14 Rights in Data--General MAY 2014 52.227-17 Rights In Data-Special Works DEC 2007 52.227-23 Rights to Proposal Data (Technical) JUN 1987 52.228-3 Worker's Compensation Insurance (Defense Base Act) JUL 2014 52.228-5 Insurance - Work On A Government Installation JAN 1997 52.228-7 Insurance--Liability To Third Persons MAR 1996 52.228-8 Liability and Insurance - Leased Motor Vehicles MAY 1999 52.229-3 Federal, State And Local Taxes FEB 2013 52.229-6 Taxes--Foreign Fixed-Price Contracts FEB 2013 52.229-8 Taxes--Foreign Cost-Reimbursement Contracts MAR 1990 52.229-11 Tax on Certain Foreign Procurements--Notice and

Representation

JUN 2020

52.229-12 Tax on Certain Foreign Procurements FEB 2021 52.230-2 Cost Accounting Standards JUN 2020 52.230-6 Administration of Cost Accounting Standards JUN 2010 52.232-1 Payments APR 1984 52.232-8 Discounts For Prompt Payment FEB 2002 52.232-9 Limitation On Withholding Of Payments APR 1984 52.232-11 Extras APR 1984 52.232-17 Interest MAY 2014 52.232-18 Availability Of Funds APR 1984 52.232-20 Limitation Of Cost APR 1984 52.232-23 Assignment Of Claims MAY 2014 52.232-23 Alt I Assignment of Claims (May 2014) - Alternate I APR 1984 52.232-25 Prompt Payment JAN 2017 52.232-25 Alt I Prompt Payment (Jan 2017) Alternate I FEB 2002 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

52.237-3 Continuity Of Services JAN 1991 52.239-1 Privacy or Security Safeguards AUG 1996 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 V Changes--Fixed-Price (Aug 1987) - Alternate V APR 1984 52.243-2 Changes--Cost-Reimbursement AUG 1987 52.243-2 Alt II Changes--Cost Reimbursement (Aug 1987) - Alternate II APR 1984 52.243-7 Notification Of Changes JAN 2017 52.244-5 Competition In Subcontracting DEC 1996 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 52.249-1 Termination For Convenience Of The Government (Fixed

Price) (Short Form)

APR 1984

52.249-2 Termination For Convenience Of The Government (Fixed- Price)

APR 2012

52.249-6 Termination (Cost Reimbursement) MAY 2004 52.249-8 Default (Fixed-Price Supply & Service) APR 1984 52.249-14 Excusable Delays APR 1984 52.251-1 Government Supply Sources APR 2012 52.251-2 Interagency Fleet Management System (IFMS) Vehicles And

Related Services

JAN 1991

52.253-1 Computer Generated Forms JAN 1991 252.201-7000 Contracting Officer's Representative DEC 1991 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 252.204-7002 Payment For Contract Line or Subline Items Not Separately

Priced

APR 2020

252.204-7003 Control Of Government Personnel Work Product APR 1992 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

252.204-7016 Covered Defense Telecommunications Equipment or Services -- Representation

DEC 2019

252.204-7017 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services -- Representation

MAY 2021

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

JAN 2021

252.204-7019 Notice of NIST SP 800-171 DoD Assessment Requirements MAR 2022 252.204-7020 NIST SP 800-171 DoD Assessment Requirements MAR 2022 252.204-7023 Reporting Requirements for Contracted Services. JUL 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 252.208-7000 Intent To Furnish Precious Metals As Government--Furnished

Material

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 252.215-7007 Notice of Intent to Resolicit JUN 2012 252.219-7004 Small Business Subcontracting Plan (Test Program) MAY 2019 252.222-7002 Compliance With Local Labor Laws (Overseas) JUN 1997 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

252.223-7008 Prohibition of Hexavalent Chromium JUN 2013 252.225-7004 Report of Intended Performance Outside the United States and Canada--Submission after Award

OCT 2020

252.225-7012 Preference For Certain Domestic Commodities APR 2022 252.225-7017 Photovoltaic Devices MAR 2022 252.225-7040 Contractor Personnel Supporting U.S. Armed Forces

Deployed Outside the United States

OCT 2015

252.225-7041 Correspondence in English JUN 1997 252.225-7048 Export-Controlled Items JUN 2013 252.226-7001 Utilization of Indian Organizations and Indian-Owned

Economic Enterprises, and Native Hawaiian Small Business Concerns

APR 2019

252.227-7013 Rights in Technical Data--Noncommercial Items FEB 2014 252.227-7014 Rights in Noncommercial Computer Software and

Noncommercial Computer Software Documentation

FEB 2014

252.227-7016 Rights in Bid or Proposal Information JAN 2011 252.227-7019 Validation of Asserted Restrictions--Computer Software SEP 2016 252.227-7025 Limitations on the Use or Disclosure of Government-

Furnished Information Marked with Restrictive Legends

MAY 2013

252.227-7027 Deferred Ordering Of Technical Data Or Computer Software APR 1988 252.227-7028 Technical Data or Computer Software Previously Delivered to the Government

JUN 1995

252.227-7030 Technical Data--Withholding Of Payment MAR 2000 252.227-7037 Validation of Restrictive Markings on Technical Data APR 2022 252.227-7038 Patent Rights--Ownership by the Contractor (Large Business) JUN 2012 252.228-7003 Capture and Detention DEC 1991 252.228-7005 Mishap Reporting And Investigation Involving Aircraft, Missiles, And Space Launch Vehicles

NOV 2019

252.229-7002 Customs Exemptions (Germany) JUN 1997 252.231-7000 Supplemental Cost Principles DEC 1991 252.232-7008 Assignment of Claims (Overseas) JUN 1997 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 252.243-7001 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 252.245-7001 Tagging, Labeling, and Marking of Government-Furnished

Property

APR 2012

252.245-7002 Reporting Loss of Government Property JAN 2021 252.245-7003 Contractor Property Management System Administration APR 2012 252.245-7004 (Dev) Reporting, Reutilization, and Disposal (DEVIATION 2022-

O0006)

NOV 2021

252.247-7022 Representation of Extent of Transportation by Sea. JUN 2019 252.251-7000 Ordering From Government Supply Sources AUG 2012

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 23 May 2023 through 24 May 2028.

(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.

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 $1,000,000.00 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 $25,000,000.00;

(2) Any order for a combination of items in excess of $25,000,000.00; or

(3) A series of orders from the same ordering office within 10 days that together call for quantities exceeding the limitation in paragraph (b) (1) or (2) of this…