HQ0858-20-R-0007 TN-Intelligence Solicitation 08.20.2020.pdf

CODE

(Hour)

PAGE(S)

until local time

X

A

X B

X C X D

EX

X

G

F 57 - 76

77 - 79

X H 80

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)

DX-C9 1 80

(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.

HQ0858 8. ADDRESS OFFER TO

See Item 7

9. Sealed offers in original and 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

See Section L conditions contained in this solicitation.

10. FOR INFORMATION

CALL:

A. NAME (NO COLLECT CALLS)

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

1 - 2

3 - 9

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

13 - 14 X K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 15 - 19 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 20 - 29 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 - REPRESENTATIO NS AND INSTRUCTIO NS

PART III - LIST O F DO CUMENTS, EXHIBITS AND O THER ATTACHMENTS

30 - 55

PART II - CO NTRACT CLAUSES

MISSILE DEFENSE AGENCY (MDA)

BLDG. 5222 MARTIN ROAD

REDSTONE ARSENAL AL 35898

FAX:

TEL:

FAX:

TEL:

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

SOLICITATION

6. REQUISITION/PURCHASE NO.5. DATE ISSUED

20 Aug 2020

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

HQ085820R0007

Section A - Solicitation/Contract Form

SECTION A CONTINUATION

This is a full and open competition.

Approved for Public Release

20-MDA-10554 (18 Aug 20)

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 210,222 Hours OPTION Emergent Option

CPFF

This CLIN contains option hours which may be incrementally exercised to address emergent requirements in accordance with SOW 11.0 and Section J

Attachment 03 TERP Procedures. As hours are exercised off this CLIN, the hours and requisite estimated CPFF will be decreased from this option CLIN and reallocated to the appropriate exercised CLIN. If contract Option Period 1 and 2 are exercised, a no-cost PoP extension to CLIN 0001 will be executed in parallel.

FOB: Destination

PSC CD: R423

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

0002 1 Lot Contract Data Requirement List (CDRL)

FFP

CDRL Delivery

Not Separately Priced

NET AMT

0018 161,680 Hours DEI Labor

CPFF

CPFF-LOE

Technical Intelligence (DEI). This Contract is issued on a Cost Plus Fixed Fee

Level Of Effort (CPFF-LOE) basis for non-personal advisory and assistance

(A&AS) services for Intelligence and Counter-Insider Threat (Intel) services as defined in the Statement of Work (SOW) in Section J. Contractor shall provide the skill mix and FTE as referenced in Section J-19 EPW, Required LOE tab.

0218 1 Lot DEI Travel & ODCs

COST

This CLIN will be used for Government approved travel in accordance with procedures set forth in H-05 clause entitled, "Authorized Travel and Travel Costs as specified under a Travel CLIN." Cost will be in accordance with the Joint

Travel Regulation (JTR). This CLIN is also for other direct costs that are incidental to the services provided under this contract. Reference Statement of

Work (SOW) 8.0. Fee is not allowed. Defense Base Act insurance is an allowable cost. The estimated cost for this effort will be $316,000.

PSC CD: V999

1002 1 Lot OPTION Contract Data Requirement List (CDRL)

FFP

CDRL Delivery

Not Separately Priced

1018 161,680 Hours OPTION DEI Labor Option Period 1

CPFF

CPFF-LOE

Technical Intelligence (DEI). This Contract is issued on a Cost Plus Fixed Fee

Level Of Effort (CPFF-LOE) basis for non-personal advisory and assistance

(A&AS) services for Intelligence and Counter-Insider Threat (Intel) services as

1218 1 Lot OPTION DEI Travel & ODCs

COST

This CLIN will be used for Government approved travel in accordance with procedures set forth in H-05 clause entitled, "Authorized Travel and Travel Costs as specified under a Travel CLIN." Cost will be in accordance with the Joint

Travel Regulation (JTR). This CLIN is also for other direct costs that are incidental to the services provided under this contract. Reference Statement of

2002 1 Lot OPTION Contract Data Requirement List (CDRL)

FFP

CDRL Delivery

Not Separately Priced

2018 161,680 Hours OPTION DEI Labor Option Period 2

CPFF

CPFF-LOE

Technical Intelligence (DEI). This Contract is issued on a Cost Plus Fixed Fee

Level Of Effort (CPFF-LOE) basis for non-personal advisory and assistance

(A&AS) services for Intelligence and Counter-Insider Threat (Intel) services as

2218 1 Lot OPTION DEI Travel & ODCs

COST

This CLIN will be used for Government approved travel in accordance with procedures set forth in H-05 clause entitled, "Authorized Travel and Travel Costs as specified under a Travel CLIN." Cost will be in accordance with the Joint

Travel Regulation (JTR). This CLIN is also for other direct costs that are incidental to the services provided under this contract. Reference Statement of

7002 1 Lot OPTION CDRL Opt to Ext

FFP

CDRL Delivery

Not Separately Priced

This option CLIN is included in the event the Government may require Services to be extended in accordance with FAR 52.217-8. Fee is earned on the CLIN in accordance with G-08.

7018 40,420 Hours OPTION DEI Labor Opt to Ext

CPFF

Technical Intelligence (DEI). This Contract is issued on a Cost Plus Fixed Fee

Level Of Effort (CPFF-LOE) basis for non-personal advisory and assistance

(A&AS) services for Intelligence and Counter-Insider Threat (Intel) services as

7218 1 Lot OPTION DEI Travel & ODCs Opt to Ext

COST

This option CLIN is included in the event the Government may require services to be extended in accordance with FAR 52.217-8. Ceiling/funding is only authorized via approved Form 70/Form 110. In performance of an individual approved Form

70/Form 110, the contractor shall not exceed the ceiling authorized in that specific

Form 70/Form 110, regardless of cost performance against other approved Form

70s/Form 110s. The estimated cost for this effort will be $79,000.

Section C - Descriptions and Specifications

CLAUSES INCORPORATED BY FULL TEXT

C-01 SCOPE OF WORK (MAY 2005)

The Contractor shall perform the work specified in the Statement of Objectives/ Statement of Work (SOO/SOW) or other Attachments and Exhibits in Section J of this contract. The Contractor shall provide all necessary materials, labor, equipment and facilities incidental to the performance of this requirement.

Section D - Packaging and Marking

D-01 PACKAGING AND MARKING OF TECHNICAL DATA (APR 2009)

Technical data items shall be preserved, packaged, packed, and marked in accordance with the best commercial practices to meet the packaging requirements of the carrier and insure safe delivery at destination. Classified reports, data and documentation shall be prepared for shipment in accordance with the current National Industrial

Security Program Operating Manual (NISPOM), DOD 5220.22-M.

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

0018 Destination Government Destination Government

0218 Destination Government Destination Government

1002 Destination Government Destination Government

1018 Destination Government Destination Government

1218 Destination Government Destination Government

2002 Destination Government Destination Government

2018 Destination Government Destination Government

2218 Destination Government Destination Government

7002 Destination Government Destination Government

7018 Destination Government Destination Government

7218 Destination Government Destination Government

CLAUSES INCORPORATED BY REFERENCE

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 25-JUN-2021 TO

24-DEC-2027

N/A N/A

0002 POP 25-JUN-2021 TO

24-JUN-2023

0018 POP 25-JUN-2021 TO

0218 POP 25-JUN-2021 TO

1002 POP 25-JUN-2023 TO

24-JUN-2025

1018 POP 25-JUN-2023 TO

1218 POP 25-JUN-2023 TO

2002 POP 25-JUN-2025 TO

24-JUN-2027

2018 POP 25-JUN-2025 TO

2218 POP 25-JUN-2025 TO

7002 POP 25-JUN-2027 TO

7018 POP 25-JUN-2027 TO

7218 POP 25-JUN-2027 TO

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

Section G - Contract Administration Data

PAYMENT INSTRUCTIONS - OTHER

Payment shall be made in accordance with the Contracting Office or DCAA approved billing whereby the contractor shall include identification of the CLIN, SLIN, and ACRN on each invoice.

252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports

DEC 2018

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/.

https://www.sam.gov/ https://wawf.eb.mil/ 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):

For cost-type line items, including labor-time or time-and-materials, submit a cost voucher. Contractor shall bill by

CLIN, SLIN, and ACRN.

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

(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 HQ0623

Issue By DoDAAC HQ0858

Admin DoDAAC** HQ0858

Inspect By DoDAAC ____

Ship To Code ____

Ship From Code ____

Mark For Code ____

Service Approver (DoDAAC) ____

Service Acceptor (DoDAAC) ____

Accept at Other DoDAAC ____

LPO DoDAAC ____

DCAA Auditor DoDAAC ____

Other DoDAAC(s) ____

(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.

MDA B-Business Service Desk/ ebiz@mda.mil

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

(End of clause)

G-01 CONTRACT ADMINISTRATION (MAY 2012)

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 following individuals will be the Government points of contact during the performance of this contract:

a. CONTRACTING OFFICERS

All contract administration will be effected by the Procuring Contracting Officer (PCO) or designated

Administrative Contracting Officer (ACO). Communication pertaining to the contract administration should be addressed to the Contracting Officer. 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 Contracting Officer or his duly authorized representative authorizing such changes, deviations, or waivers.

The point of contact for all contractual matters is:

Name: Gail Fisher

Organizational Code: MDA/DE-K

Telephone Number: 256-450-1624

E-Mail Address: gail.fisher@mda.mil

b. CONTRACTING OFFICER’S REPRESENTATIVE/CONTRACTING OFFICER’S TECHNICAL

REPRESENTATIVE

Neither the Contracting Officer’s Representative (COR) nor the Contracting Officer’s Technical

Representative (COTR) is authorized to change any of the terms and conditions of the contract. The Contractor is advised that only the Contracting Officer 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 and the COTR is strictly limited to him/her, without redelegation, to the specific duties set forth in his/her letter of appointment, a copy of which is furnished to the Contractor. Contractors who rely on direction from other than the Contracting Officer, a COR or a COTR 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 Contracting Officer.

The COR under this contract is:

Name: TBD

Organizational Code: MDA/XXX

Telephone Number:

E-Mail Address: _@mda.mil

c. CONTRACTING OFFICIAL FOR eSRS

FAR 52.219-9, Small Business Subcontracting Plan requires the use of the Electronic Subcontracting

Reporting System (eSRS) for subcontract reporting. The contracting official for eSRS under this contract is:

Name: TBD

Organizational Code: MDA/XXX

Telephone Number:

E-Mail Address: _________________@mda.mil

For detailed information regarding eSRS visit http://www.acq.osd.mil/dpap/pdi/eb/index.html.

G-06 ALLOTMENT OF FUNDS (MAY 2005)

Pursuant to FAR 52.232-22, “Limitation of Funds,” the total amount of funds presently available for payment and allotted to this contract (which covers all items, including fee payable), and the estimated period of performance said funds cover, are as follow:

See Attachment 2 G-06 Limitation of Funds

G-08 PAYMENT OF FIXED FEE (ORDERING – LEVEL OF EFFORT) (JUN 2012)

The Government will make payments to the Contractor when requested as work progresses in accordance with

Federal Acquisition Regulation (FAR) 52.216-7. The Contractor shall invoice the fee separately and submit such invoices to the MDA Contracting Officer's Representative (COR) for verification of the percentage of Labor Hours performed for the billing period. For this contract a Labor Hour is defined as actual PRIME AND

SUBCONTRACTOR (INCLUDING CONSULTANTS) work hours exclusive of vacation, holiday, sick leave and other absences. Each invoice for Labor Hours shall contain a statement by the Contractor as to the cumulative percentage of Labor Hours invoiced. Each invoice for fee shall contain a statement by the Contractor as to the cumulative percentage of fee invoiced. Fee shall be payable, subject to other provisions of FAR 52.216-8, “Fixed

Fee,” in amounts commensurate with the percentage of work performed. In no case shall the cumulative amount of the fee invoiced, when expressed as a percentage of the total fixed fee for the applicable CLIN, exceed the cumulative percentage of Labor Hours performed for that CLIN (as verified by the MDA COR) at the end of the billing period.

G-13 NOTICE OF THE GOVERNMENT'S USE OF OUTSIDE CONTRACTORS TO REVIEW SUBMITTED

INVOICES, PAYMENT REQUESTS, AND MATERIAL INSPECTION AND RECEIVING REPORTS (MAY

2009)

The Government may utilize support contractors to assist the Government in the review and evaluation of the offeror's invoices, payment requests, material inspection and receiving reports, and similar requests for payment or evidence of delivery. These contractors will be provided access to these and other records which may contain the proprietary information of the offeror, to include awarded contracts, to support Government officials in reviewing and reconciling invoices, payment records, and the Government's financial and budgetary records, and in facilitating the timely payment of submitted invoices.

The support contractors are prohibited from obtaining proprietary information to which their employees will have access in the performance of their responsibilities, and are required to promptly notify the contracting officer of any breach of their employees' non-disclosure obligations. Each of the contractor employees has also been required to execute a non-disclosure agreement which acknowledges their responsibilities to only use proprietary information in performance of the above tasks and for no other reason; that they will not share proprietary information with their employers; that they will not use such information for personal or other benefit; and that they will promptly notify their employers of any breaches of their responsibilities.

Unless the offeror specifically objects in writing, the offeror agrees, by the submission of a proposal, to allow the

Government's support contractors to have access to the offeror's proprietary information for the purposes described above.

Section H - Special Contract Requirements

H-02 LEVEL OF EFFORT (JUN 2012)

a. In the performance of this contract, the Contractor shall provide Labor Hours level of effort as set forth in Section B above within the time period as set forth in Section F hereof.

b Labor Hours are defined as actual PRIME AND SUBCONTRACTOR (INCLUDING CONSULTANTS) work hours exclusive of vacation, holiday, sick leave and other absences.

c. In accordance with FAR 16.306(d)(2), entitlement to the total fixed fee is subject to certification by the contractor to the Contracting Officer that he has exerted the total Labor Hours level of effort, has provided the reports called for, and the effort performed and reports provided are considered satisfactory by the Government.

d. The contractor may include in provisional vouchers fixed fee based on the percentage of level of effort hours exerted to the total level of effort hours stipulated in Section B, subject to the withholding reserve of the contract clause titled "Fixed Fee."

e. Nothing in this provision shall be construed to constitute authorization for work not in accordance with the LIMITATION OF FUNDS provision of the contract.

H-05 AUTHORIZED TRAVEL AND TRAVEL COSTS AS SPECIFIED UNDER A TRAVEL CLIN (MAR

2014)

a. All contractor travel that is directly billed under this contract as a specific travel CLIN must be authorized in writing by the Contracting Officer’s Representative (COR) and/or by the Procuring Contracting

Officer (PCO). Travel is authorized when the COR and/or PCO approve the MDA Form 110. The Government will not reimburse travel costs for unauthorized travel.

b. Travel (non-local).

(1) All contractor travel (non-local) that is directly billed under this contract as a specific travel CLIN must be approved in writing by the COR and/or by PCO using MDA Form 110.

(2) All contractor travel (non-local) shall be approved in advance.

H-06 INSURANCE (Apr 2009)

In accordance with FAR Part 28.307-2, Liability, the Contractor shall maintain the types of insurance and coverage listed below:

TYPES OF INSURANCE MINIMUM AMOUNT

Workmen's Compensation and all occupational disease As required by Federal and State law

Employer's Liability including all occupational disease $100,000 per accident when not covered by Workmen's Compensation above

General Liability (Comprehensive) Bodily Injury $500,000 per occurrence

Automobile Liability (Comprehensive)

Bodily Injury per person $200,000

Bodily Injury per accident $500,000

Property Damage per accident $ 20,000

H-08 PUBLIC RELEASE OF INFORMATION (MAR 2020)

a. In addition to the requirements of National Industrial Security Program Operations Manual (DoD 5220.22-M), all foreign and domestic contractor(s) and its subcontractors are required to comply with the following:

1) Any official MDA information/materials that a contractor/subcontractor intends to release to the public that pertains to any work under performance of this contract, the Missile Defense Agency (MDA) will perform a pre-publication review prior to authorizing any release of information/materials.

2) At a minimum, these information/materials may be technical papers, presentations, articles for publication, key messages, talking points, speeches, and social media or digital media, such as press releases, photographs, fact sheets, advertising, posters, videos, etc.

b. Subcontractor public information/materials must be submitted for approval through the prime contractor to

MDA.

c. Upon request to the MDA Procuring Contracting Officer (PCO), contractors shall be provided the “Request for

Industry Media Engagement” form (or any superseding MDA form).

d. At least 45 calendar days prior to the desired release date, the contractor must submit the required form and information/materials to be reviewed for public release to MDAPressOperations@mda.mil, and simultaneously provide courtesy copy to the appropriate PCO. (Additional distribution emails can be added by the Program Office to ensure proper internal coordination and tracking of PR requests.)

e. All information/materials submitted for MDA review must be an exact copy of the intended item(s) to be released, must be of high quality and are free of tracked changes and/or comments. Photographs must have captions, and videos must have the intended narration included. All items must be marked with the applicable month, day, and year.

f. No documents or media shall be publically released by the Contractor without MDA Public Release approval.

g. Once information has been cleared for public release, it resides in the public domain and must always be used in its originally cleared context and format. Information previously cleared for public release but containing new, modified or further developed information must be re-submitted

H-09 ORGANIZATIONAL CONFLICT OF INTEREST (Apr 2020)

a. Purpose: The purpose of this clause is to ensure that:

(1) the Contractor is rendering impartial assistance and advice to the Government at all times under this contract and related Government contracts;

(2) the Contractor’s objectivity in performing work under this contract or related Government contracts is not impaired; and

(3) the Contractor does not obtain an unfair competitive advantage by virtue of its access to non-public

Government information, or by virtue of its access to proprietary information belonging to others.

b. Scope: The Organizational Conflict of Interest (OCI) rules, procedures and responsibilities described in FAR 9.5

“Organizational and Consultant Conflicts of Interest”, FAR 3.101-1 “Standards of Conduct – General, DFARS

209.5 “Organizational and Consultant Conflicts of Interest,” and in this clause are applicable to the prime Contractor

(including any affiliates and successors-in-interest), as well as any co-sponsor, joint-venture partner, consultant, subcontractor or other entity participating in the performance of this contract. The Contractor shall flow this clause down to all subcontracts, consulting agreements, teaming agreements, or other such arrangements which have OCI concerns, while modifying the terms "contract", "Contractor", and "Contracting Officer" as appropriate to preserve the Government's rights.

c. Access to and Use of Nonpublic Information: If in performance of this contract the contractor obtains access to nonpublic information such as plans, policies, reports, studies, financial plans, or data which has not been released or otherwise made available to the public, the Contractor agrees it shall not use such information for any private purpose or release such information without prior written approval from the Contracting Officer.

d. Access to and Protection of Proprietary Information: The Contractor agrees to exercise due diligence to protect proprietary information from misuse or unauthorized disclosure in accordance with FAR 9.505-4. The Contractor may be requested to enter into a written non-disclosure agreement with a third party asserting proprietary restrictions, if required in the performance of the contract.

e. In accordance with FAR 3.101-1, the Contractor shall also take all appropriate measures to prevent the existence of conflicting roles that might bias the Contractor’s judgement, give the Contractor an unfair competitive advantage, and deprive MDA of objective advice or assistance that can result from hiring former Government employees. (See

Health Net Fed. Svcs, B-401652.3).

f. Restrictions on Participating in Other Government Contract Efforts. The TEAMS-Next Intelligence contract is considered Systems Engineering and Technical Assistance (SETA). MDA expects that contractors choose whether they wish to support the Agency in a MDS development role or as a support services contractor. MDA’s expectation is that offerors competing for TEAMS-Next SETA efforts will have no involvement in the development, production, or testing of the Missile Defense System (MDS) (MDA’s Category 1C Major Defense Acquisition Program) that could create an OCI consistent with DFARS 209.571-7.

For the purposes of this policy, MDS development activities are considered to include, but not necessarily, limited to the following activities (including MDA funded efforts awarded and administered by MDA or MDA funded efforts awarded and administered through other agencies (e.g. Inter-Agency Requirements (IAR)):

(1) Development or production of any portion of the MDS; this also includes Modeling & Simulation (M&S) activities performed in support of MDS development/production. This does not include M&S activities not directly related to MDS development or production (e.g. WILMA, which provides modeling and analysis environment supporting the quantitative evaluation of MDS end-to-end architecture performance)

(2) Technology development in support of future MDS capabilities, including Small Business Innovation Research

(SBIR) Phase III and prototyping efforts (this does not include Phase I and II SBIR or Small Business Technology

Transfer (STTR) efforts)

(3) Testing of MDS capabilities. This does not include test infrastructure support (e.g. Advanced Research Center or

High Altitude Observatory (HALO) support)

(4) Development or production of targets or countermeasures to support MDS testing.

Conflicts may also exist between TEAMS-Next contracts and other A&AS contracts awarded by other Agencies in support of MDA (through the IAR process). Such conflicts must be eliminated through an acceptable mitigation approach to be eligible for contract award. These conflicts must be resolved at the prime and all subcontractor levels. It is incumbent upon offerors to assess their respective MDA-funded A&AS contracts relative to the guiding principles and internal conflict areas identified above.

g. OCI Disclosures: The Contractor shall disclose to the Contracting Officer all facts relevant to the existence of an actual or potential OCI, using an OCI Analysis/Disclosure Form which the Contracting Officer will provide upon request. This disclosure shall include a description of the action the Contractor has taken or plans to take to avoid, neutralize or mitigate the OCI.

h. Remedies and Waiver:

(1) If the contractor fails to comply with any requirements of FAR 9.5, FAR 3.101-1, DFARS 209.5, or this clause, the Government may terminate this contract for default, disqualify the Contractor from subsequent related contractual efforts if necessary to neutralize a resulting organizational conflict of interest, and/or pursue other remedies permitted by law or this contract. If the Contractor discovers and promptly reports an actual or potential

OCI subsequent to contract award, the Contracting Officer may terminate this contract for convenience if such termination is deemed to be in the best interest of the Government, or take other appropriate actions.

(2) The parties recognize that the requirements of this clause may continue to impact the contractor after contract performance is completed, and that it is impossible to foresee all future impacts. Accordingly, the

Contractor may at any time seek an OCI waiver from the Director, MDA by submitting a written waiver request to the Contracting Officer. Any such request shall include a full description of the OCI and detailed rationale for the

OCI waiver.

H-10 ENABLING CLAUSE FOR BMD INTERFACE SUPPORT (APR 2009)

a. It is anticipated that, during the performance of this contract, the Contractor will be required to support

Technical Interface/Integration Meetings (TIMS) with other Ballistic Missile Defense (BMD) Contractors and other

Government agencies. Appropriate organizational conflicts of interest clauses and additional costs, if any, will be negotiated as needed to protect the rights of the Contractor and the Government.

b. Interface support deals with activities associated with the integration of the requirements of this contract into BMD system plans and the support of key Missile Defense Agency (MDA) program reviews.

c. The Contractor agrees to cooperate with BMD Contractors by providing access to technical matters, provided, however, the Contractor will not be required to provide proprietary information to non-Government entities or personnel in the absence of a non-disclosure agreement between the Contractor and such entities.

d. The Contractor further agrees to include a clause in each subcontract requiring compliance with paragraph c. above, subject to coordination with the Contractor. This agreement does not relieve the Contractor of its responsibility to manage its subcontracts effectively, nor is it intended to establish privity of contract between the

Government and such subcontractors.

e. Personnel from BMD Contractors or other Government agencies or Contractors are not authorized to direct the Contractor in any manner.

f. This clause shall not prejudice the Contractor or its subcontractors from negotiating separate organizational conflict of interest agreements with BMD Contractors; however, these agreements shall not restrict any of the Government's rights established pursuant to this clause or any other contract.

H-11 MDA VISIT AUTHORIZATION PROCEDURES (Aug 2014)

a. The Contractor shall submit all required visit clearances in accordance with current NISPOM regulations. Visit clearances shall identify the contract number.

For Visit Requests to the National Capital Region send to:

JPAS SMO Code: DDAAU4

Missile Defense Agency

Attn: Access Control Center

5700 18th Street, Bldg 245

Fort Belvoir, VA 22060-5573

571-231-8249

571-231-8099 FAX

ACC@MDA.mil

For Visit Requests to Huntsville, AL send to:

Missile Defense Agency, JPAS SMO Code: DDAAUH

Attn: Visitor Control

Bldg 5224 Martin Road

Redstone Arsenal, AL 35898

256-450-3214 or 256-450-3216

256-450-3222 FAX

mdaaccesscontrolhsv@mda.mil

For Visit Requests to Colorado Springs, CO send to:

Missile Defense Agency, SMO Code: DDAAUJ

Attn: Visitor Control

720 Irwin Drive, Bldg 720 Room 125

Schriever AFB, CO 80912

719-721-0362 or 719-721-8230

719-721-8399 FAX

dosscosvar@mda.mil

b. The COR is authorized to approve visit requests for the Contracting Officer.

H-12 CONTROL OF ACCESS TO MDA SPACES AND INFORMATION SYSTEMS (SEP 2013)

a. To maintain the security of the MDA spaces and information systems, the contractor shall notify the COR in writing whenever a prime or subcontractor employee included on the current visit authorization request/letter no longer supports this contract. This requirement shall apply to both contractor and employee initiated termination of services and to temporary suspension of services.

b. The contractor will cooperate with COR in facilitating the employee’s return of all government issued credentials, e.g., badges, common access cards (CACs), SIPRNet tokens. Specifically, upon notification, the COR will work with the organization’s Security Operations Center and the MDA Service Desk to ensure timely action to:

(1) remove the employee from the current visit authorization request/letter;

(2) cancel Government issued credentials pursuant to the visit authorization request/letter; and,

(3) terminate the MDA LAN account/access privileges.

c. In addition to actions related to MDA access control, the contractor shall maintain accountability for Government issued credentials provided under this contract. Government issued credentials are the property of the U.S.

Government and shall not be retained by cardholders upon expiration, replacement, or when the DoD affiliation of employees has been terminated. The contractor shall coordinate with the COR to ensure government issued credentials are retrieved in accordance with local command or installation procedures. Unauthorized possession of an official credential, like a CAC, can be prosecuted criminally under section 701, title 18, United States Code.

d. The contractor shall identify the reason for and date of termination or expected period of suspension and submit the notification to the COR within five (5) working days prior to service discontinuation. For unplanned termination or suspension of services, notification shall be made on the same working day as the termination/suspension action.

H-14 PERSONNEL QUALIFICATIONS (MAY 2005)

a. The Contractor shall promptly notify the Contracting Officer and Contracting Officer’s Representative prior to making any changes in key staff. If replacing key staff the Contractor shall adhere to the following: (1) replacement person’s qualifications are equal to or better than the qualifications of the person being replaced; or (2) the added person’s qualifications are equal to or better than the core capabilities of this contract. Key staff positions are defined as: Contract Program Manager, Contract Technical Lead, and Counter-Insider Threat Area Lead

b. All Contractor notifications must provide the name and departure date for the incumbent leaving, a complete resume for the proposed substitute, and any other pertinent information requested by the Contracting

Officer. The Government shall be provided the opportunity to review the proposed substitution regarding qualifications, security matters or any other concerns which could, in its opinion, affect performance under this

c. This clause does not, in any way, abrogate the contractor’s authority to hire or assign personnel as it sees fit, or its responsibility to fill key positions with qualified personnel.

H-23 CONTRACTOR EMPLOYEE OUT-PROCESSING (SEP 2012)

Prior to the departure of contractor personnel who have been issued MDA Common Access Cards (CACs), building passes and/or MDA computers, cell phones or other associated peripherals, the departing employee shall complete the MDA Form 14, Out-Processing Checklist, as required by MDA Instruction 1400.06-INS, and return the completed checklist, with all required signatures, to the cognizant Contracting Officer's Representative (COR). The

COR will ensure the completed Out-Processing Checklist is provided to the MDA Contracting Officer for retention in the official contract file.

H-28 DISTRIBUTION CONTROL OF TECHNICAL INFORMATION (AUG 2014)

a. The following terms applicable to this clause are defined as follows:

1. DoD Official. Serves in DoD in one of the following positions: Program Director, Deputy Program

Director, Program Manager, Deputy Program Manager, Procuring Contracting Officer, Administrative Contracting

Officer, or Contracting Officer’s Representative.

2. Technical Document. Any recorded information (including software) that conveys scientific and technical information or technical data.

3. Scientific and Technical Information. Communicable knowledge or information resulting from or pertaining to the conduct or management of effort under this contract. (Includes programmatic information).

4. Technical Data. As defined in DFARS 252.227-7013.

b. Except as otherwise set forth in the Contract Data Requirements List (CDRL), DD Form 1423 the distribution of any technical documents prepared under this contract, in any stage of development or completion, is prohibited outside of the contractor and applicable subcontractors under this contract unless authorized by the

Contracting Officer in writing. However, distribution of technical data is permissible to DOD officials having a

“need to know” in connection with this contract or any other MDA contract provided that the technical data is properly marked according to the terms and conditions of this contract. When there is any doubt as to “need to know” for purposes of this paragraph, the Contracting Officer or the Contracting Officer’s Representative will provide direction. Authorization to distribute technical data by the Contracting Officer or the Contracting Officer’s

Representative does not constitute a warranty of the technical data as it pertains to its accuracy, completeness, or adequacy. The contactor shall distribute this technical data relying on its own corporate best practices and the terms and conditions of this contract. Consequently, the Government assumes no responsibility for the distribution of such technical data nor will the Government have any liability, including third party liability, for such technical data should it be inaccurate, incomplete, improperly marked or otherwise defective. Therefore, such a distribution shall not violate 18 United States Code § 1905.

c. All technical documents prepared under this contract shall be marked with the following distribution statement, warning, and destruction notice identified in sub-paragraphs 1, 2, and 3 below. When it is technically not feasible to use the entire WARNING statement, an abbreviated marking may be used, and a copy of the full statement added to the "Notice To Accompany Release of Export Controlled Data" required by DoD Directive

5230.25.

1. DISTRIBUTION - F- Further dissemination only as directed by the Consolidated Services Program

Manager, MDA/CS Bldg 5224 Redstone Arsenal, AL 35898 or higher authority.

2. WARNING - This document contains technical data whose export is restricted by the Arms Export

Control Act (Title 22, U.S.C., Sec 2751, et seq.) or the Export Administration Act of 1979 (Title 50, U.S.C., App.

2401 et seq), as amended. Violations of these export laws are subject to severe criminal penalties. Disseminate in accordance with provisions of DoD Directive 5230.25

3. DESTRUCTION NOTICE - For classified documents follow the procedures in DOD 5220.22-M, National Industrial Security Program Operating Manual, February 2006, Incorporating Change 1, March 28, 2013, Chapter 5, Section 7, or DoDM 5200.01-Volume 3, DoD Information Security Program: Protection of Classified

Information, Enclosure 3, Section 17. For controlled unclassified information follow the procedures in DoDM

5200.01-Volume 4, Information Security Program: Controlled Unclassified Information.

d. The Contractor shall insert the substance of this clause, including this paragraph, in all subcontracts.

H-29 COMMERCIAL COMPUTER SOFTWARE LICENSE (Mar 2013)

a. Unless otherwise approved by the PCO, commercial computer software licenses shall, upon delivery and acceptance, designate the U.S. Government as a contingent licensee, able to replace the Contractor as the primary licensee upon notifying the licensor. A copy of the negotiated license shall be furnished to the PCO. The terms of the licenses cannot be inconsistent with Federal procurement law and must satisfy user needs. This includes the

Contractor's / subcontractor's needs for the software to perform this contract and the Government's needs for the software to accomplish the Government's ultimate objectives. At a minimum, this shall include the rights to make an archive copy of the software, to relocate the computer on which the software resides, to re-host the software on a different computer, to permit access by support contractors, and to permit the Government to transfer the license to another contractor.

b. Nothing in this clause shall take precedence over any other clause or provision of this contract.

Government concurrence, as defined in paragraph a above, does not in any way affect the Government's technical data rights as established by the terms and conditions of this contract.

H-42 FOREIGN PERSONS (May 2012)

a. "Foreign National" (also known as Foreign Persons) as used in this clause means any person who is

NOT:

1. a citizen or national of the United States; or

2. a lawful permanent resident; or

3. a protected individual as defined by 8 U.S.C.1324b(a)(3).

"Lawful permanent resident" is a person having the status of having been lawfully accorded the privilege of residing permanently in the United States as an immigrant in accordance with the immigration laws and such status not having changed.

"Protected individual" is an alien who is lawfully admitted for permanent residence, is granted the status of an alien lawfully admitted for temporary residence under 8 U.S.C.1160(a) or 8 U.S.C.1255a(a)(1), is admitted as a refugee under 8 U.S.C.1157, or is granted asylum under section 8 U.S.C.1158; but does not include (i) an alien who fails to apply for naturalization within six months of the date the alien first becomes eligible (by virtue of period of lawful permanent residence) to apply for naturalization or, if later, within six months after November 6, 1986, and (ii) an alien who has applied on a timely basis, but has not been naturalized as a citizen within 2 years after the date of the application, unless the alien can establish that the alien is actively pursuing naturalization, except that time consumed in the Service's processing the application shall not be counted toward the 2-year period.”

b. All employees of all entities that make up the contractor's team, whether subcontractors, consultants, or anyone who works with or on behalf of the contractor will be citizens of the U.S.

H-43 IMPACT OF GOVERNMENT TEAM PARTICIPATION/ACCESS (JUN 2012)

The Government/Contractor organizational/interface approach (e.g., Integrated Product Teams, Team Execution

Reviews, Technical Interchange Meetings, and/or Working Groups), will require frequent, close interaction and/or surveillance between the Government and Contractor/subcontractor team members during contract performance.

For this purpose the Contractor, recognizing its privity of contract with the Government, authorizes the Government to communicate directly with, and where appropriate visit as well as monitor, the Contractor's subcontractors. This access/interface is necessary to support the Government's quality and program management approach which emphasizes systematic surveillance and evaluation techniques used to assess Contractor /subcontractor performance.

Government team members may offer advice, information, support, and facilitate rapid Government feedback on team-related products, provide clarification, and review Contractor/subcontractor progress; however, the responsibility and accountability for successfully accomplishing the requirements of this contract remain solely with the Contractor. Neither the Contractor nor the subcontractor shall construe such advice, surveillance, reviews and clarifications by Government team members as Government-directed changes to the terms of this contract. The

PCO is the only individual authorized to direct or approve any change to the terms of this contract.

H-44 INCREMENTAL EXERCISE OF OPTIONS (SEP 2012)

The Government may exercise from time to time, either in whole or in part, some or all the option line items, CLIN

0001, 1002, 1018, 1218, 2002, 2018, 2218, 7002, 7018, and 7218 . Specific contract line items or sub-line items delineating a description of the supplies or services, quantity requirements, and a corresponding delivery schedule for the exercised options shall be identified in a unilateral contract modification. The Contracting Officer may exercise such an option by written notice to the Contractor within 30 days.

Section I - Contract Clauses

52.202-1 Definitions NOV 2013

52.203-3 Gratuities APR 1984

52.203-5 Covenant Against Contingent Fees MAY 2014

52.203-6 Alt I Restrictions On Subcontractor Sales To The Government

(Sep 2006) -- Alternate I

OCT 1995

52.203-7 Anti-Kickback Procedures MAY 2014

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

OCT 2010

52.203-13 Contractor Code of Business Ethics and Conduct OCT 2015

52.203-16 (Dev) Preventing Personal Conflicts of Interest (AUG 2018)

(Deviation 2018-O0018)

AUG 2018

52.203-17 Contractor Employee Whistleblower Rights and Requirement

To Inform Employees of Whistleblower Rights

APR 2014

52.204-2 Security Requirements AUG 1996

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

OCT 2018

52.204-13 System for Award Management Maintenance OCT 2018

52.204-18 Commercial and Government Entity Code Maintenance JUL 2016

52.204-19 Incorporation by Reference of Representations and

Certifications.

DEC 2014

52.204-23 Prohibition on Contracting for Hardware, Software, and

Services Developed or Provided by Kaspersky Lab and Other

Covered Entities.

JUL 2018

52.209-6 Protecting the Government's Interest When Subcontracting

With Contractors Debarred, Suspended, or Proposed for

Debarment

OCT 2015

52.209-10 Prohibition on Contracting With Inverted Domestic

Corporations

NOV 2015

52.210-1 Market Research APR 2011

52.211-15 Defense Priority And Allocation Requirements APR 2008

52.215-2 Audit and Records--Negotiation OCT 2010

52.215-8 Order of Precedence--Uniform Contract Format OCT 1997

52.215-11 Price Reduction for Defective Certified Cost or Pricing Data--

Modifications

AUG 2011

52.215-13 (Dev) Subcontractor Certified Cost or Pricing Data - Modifications

(Deviation 2018-O0015)

JUL 2018

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

OCT 2010

52.215-23 Limitations on Pass-Through Charges OCT 2009

52.216-7 Allowable Cost And Payment AUG 2018

52.216-8 Fixed Fee JUN 2011

52.216-11 Cost Contract--No Fee APR 1984

52.219-8 Utilization of Small Business Concerns OCT 2018

52.219-9 Alt II Small Business Subcontracting Plan (MAR 2020) Alternate II NOV 2016

52.219-16 Liquidated Damages-Subcontracting Plan JAN 1999

52.222-3 Convict Labor JUN 2003

52.222-4 Contract Work…