DRAFT DARPA Solicitation HR0011-11-R-0003

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40 - 66 X H 67 - 71 susan.shean@darpa.mil

RATIN PAG O PAGE

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 71

(If other than Item 7)

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

AND

ADDRESS SIGN OFFER (Type or

OF

OFFEROR

AMENDMENT DAT

15B. TELEPHONE NO (Include area code) 17. 15C. 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.

HR001 8. ADDRESS OFFER TO

See Item

9. Sealed offers in original 4 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

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

See Item 7 conditions contained in this solicitation.

10. FOR INFORMATION

A. NAME (NO COLLECT CALLS)

SUSAN SHEAN 703-526-4128

11. TABLE OF

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

2 - 8

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

9 - 12

J LIST OF ATTACHMENTS

INSPECTION AND

DELIVERIES OR PERFORMANCE

15 - 17 X K REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 18 - 20 X

SPECIAL CONTRACT

OFFER (Must be fully completed by offeror) 21 - 27 X M

L INSTRS., CONDS., AND NOTICES TO

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 DAT

to the SOLICITATION for offerors and related documents numbered and dated):

FACILIT

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

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

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 INITEM

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

28 - 32

PART II - CONTRACT CLAUSES

DARPA

CMO

ATTN: SUSAN SHEAN

3701 N FAIRFAX DRIVE

ARLINGTON VA 22203-1714

703-526-4128

571-218-4670FAX:

TEL:

FAX:

TEL:

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

SOLICITATION

6. REQUISITION/PURCHASE NO.5. DATE ISSUED

TBD

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

HR0011-11-R-0003

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

OPTION Security & Intelligence Dir SETA Support

CPAF

TRANSITION IN PERIOD.

The Contractor shall furnish the necessary personnel, materials, facilities and other services required to conduct the services and provide reports and data for DARPA's Security & Intelligence Directorate as described in Attachment 1 Statement of Work. Award Fee shall be determined in accordance with Attachment Number 2, Award Fee Plan.

FOB: Destination

ESTIMATED COST

BASE FEE

SUBTOTAL EST COST + BASE

MAX AWARD FEE

TOTAL EST COST + FEE

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

OPTION Other Direct Costs for Item 0001.

COST

TRANSITION IN PERIOD.

Government to provide value of this requirement to Offeror at a later date.

Offeror shall not include costs for this requirement in the proposal.

The Contractor shall furnish Other Direct Costs including Consultants, Travel, Supplies, Materials, and Maintenance Costs. This CLIN is a Cost Reimbursable, No Fee, Not-to-Exceed amount. Consultant costs in the ODCs CLIN are intended to cover additional, "within scope" work that will be identified by the Government during the contract performance.

Security & Intelligence Dir SETA Support

CPAF

BASE EFFORT.

The Contractor shall furnish the necessary personnel, materials, facilities and other services required to conduct the services and provide reports and data for DARPA's Security & Intelligence Directorate as described in Attachment 1 Statement of Work. Award Fee shall be determined in accordance with Attachment Number 2, Award Fee Plan. Shared savings (percentage to be determined by Offeror), in accordance with Section H-18 Savings Initiatives.

SUBTOTAL EST COST + BASE

Other Direct Costs for Item 0003.

COST

Government to provide value of this requirement to Offeror at a later date.

Offeror shall not include costs for this requirement in the proposal.

The Contractor shall furnish Other Direct Costs including Consultants, Travel, Supplies, Materials, and Maintenance Costs. This CLIN is a Cost Reimbursable, No Fee, Not-to-Exceed amount. Consultant costs in the ODCs CLIN are intended to cover additional, "within scope" work that will be

OPTION Security & Intelligence Dir SETA Support

CPAF

The Contractor shall furnish the necessary personnel, materials, facilities and other services required to conduct the services and provide reports and data for DARPA's Security & Intelligence Directorate as described in Attachment 1 Statement of Work. Award Fee shall be determined in accordance with Attachment Number 2, Award Fee Plan. Shared savings (percentage to be

SUBTOTAL EST COST + BASE

OPTION Other Direct Costs for Item 0101.

COST

Government to provide value of this requirement to Offeror at a later date.

Offeror shall not include costs for this requirement in the proposal.

The Contractor shall furnish Other Direct Costs including Consultants, Travel, Supplies, Materials, and Maintenance Costs. This CLIN is a Cost Reimbursable, No Fee, Not-to-Exceed amount. Consultant costs in the ODCs CLIN are intended to cover additional, "within scope" work that will be

OPTION Security & Intelligence Dir SETA Support

CPAF

The Contractor shall furnish the necessary personnel, materials, facilities and other services required to conduct the services and provide reports and data for DARPA's Security & Intelligence Directorate as described in Attachment 1 Statement of Work. Award Fee shall be determined in accordance with Attachment Number 2, Award Fee Plan. Shared savings (percentage to be

SUBTOTAL EST COST + BASE

OPTION Other Direct Costs for Item 0201.

COST

Government to provide value of this requirement to Offeror at a later date.

Offeror shall not include costs for this requirement in the proposal.

The Contractor shall furnish Other Direct Costs including Consultants, Travel, Supplies, Materials, and Maintenance Costs. This CLIN is a Cost Reimbursable, No Fee, Not-to-Exceed amount. Consultant costs in the ODCs CLIN are intended to cover additional, "within scope" work that will be

OPTION Security & Intelligence Dir SETA Support

CPAF

The Contractor shall furnish the necessary personnel, materials, facilities and other services required to conduct the services and provide reports and data for DARPA's Security & Intelligence Directorate as described in Attachment 1 Statement of Work. Award Fee shall be determined in accordance with Attachment Number 2, Award Fee Plan. Shared savings (percentage to be

SUBTOTAL EST COST + BASE

OPTION Other Direct Costs for Item 0301.

COST

Government to provide value of this requirement to Offeror at a later date.

Offeror shall not include costs for this requirement in the proposal.

The Contractor shall furnish Other Direct Costs including Consultants, Travel, Supplies, Materials, and Maintenance Costs. This CLIN is a Cost Reimbursable, No Fee, Not-to-Exceed amount. Consultant costs in the ODCs CLIN are intended to cover additional, "within scope" work that will be

OPTION Security & Intelligence Dir SETA Support

CPAF

The Contractor shall furnish the necessary personnel, materials, facilities and other services required to conduct the services and provide reports and data for DARPA's Security & Intelligence Directorate as described in Attachment 1 Statement of Work. Award Fee shall be determined in accordance with Attachment Number 2, Award Fee Plan. Shared savings (percentage to be

SUBTOTAL EST COST + BASE

OPTION Other Direct Costs for Item 0401.

COST

Government to provide value of this requirement to Offeror at a later date.

Offeror shall not include costs for this requirement in the proposal.

The Contractor shall furnish Other Direct Costs including Consultants, Travel, Supplies, Materials, and Maintenance Costs. This CLIN is a Cost Reimbursable, No Fee, Not-to-Exceed amount. Consultant costs in the ODCs CLIN are intended to cover additional, "within scope" work that will be

OPTION Security & Intelligence Dir SETA Support

CPAF

TRANSITION OUT PERIOD.

The Contractor shall furnish the necessary personnel, materials, facilities and other services required to conduct the services and provide reports and data for DARPA's Security & Intelligence Directorate as described in Attachment 1 Statement of Work. Award Fee shall be determined in accordance with Attachment Number 2, Award Fee Plan.

SUBTOTAL EST COST + BASE

OPTION Other Direct Costs for Item 0501.

COST

Government to provide value of this requirement to Offeror at a later date.

Offeror shall not include costs for this requirement in the proposal.

The Contractor shall furnish Other Direct Costs including Consultants, Travel, Supplies, Materials, and Maintenance Costs. This CLIN is a Cost Reimbursable, No Fee, Not-to-Exceed amount. Consultant costs in the ODCs CLIN are intended to cover additional, "within scope" work that will be

Section C - Descriptions and Specifications

CLAUSES INCORPORATED BY FULL TEXT

C-1 Scope of Work

(a) The Contractor shall furnish the necessary personnel, materials, facilities, and other services as may be required to perform option Contract Line Items (CLINs) 0001 and 0002 if exercised, CLINs 0003 and 0004, Option CLINs 0101 and 0102 if exercised, Option CLINs 0201 and 0202 if exercised, Option CLINs 0301 and 0302 if exercised, Option CLINs 0401 and 0402 if exercised, and Option CLINs 0501 and 0502 if exercised, in accordance with the Statement of Work, Attachment 1 hereto. The work and services to be performed hereunder shall be subject to the requirements and standards contained in the Contractor’s proposal entitled “To Be Determined (TBD)” dated TBD, copies of which are in the possession of both parties.

(b) In the event of an inconsistency between the provisions of this contract and the Contractor’s proposal, the inconsistency shall be resolved by giving precedence in the following order: (1) the contract, (2) the attachments to the contract, and then (3) the Contractor’s proposal.

(end of clause)

C-2 Reports and Other Deliverables

(a) The Contractor shall submit the following reports and other deliverables in accordance with the delivery schedule set forth in Section F. Reports and other deliverables shall be submitted in writing, as defined in FAR 2.101, or as specified below:

(1) R&D STATUS REPORT

This brief narrative, not to exceed five pages in length, shall contain the following:

(i) For first report only; the date work actually started.

(ii) Description of progress during the reporting period, supported by reasons for any change in approach reported previously

(iii) Planned activities and milestones for the next reporting period.

(iv) Description of any major items of experimental or special equipment purchased or constructed during the reporting period.

(v) Notification of any changes in key personnel associated with the contract during the reporting period.

(vi) Summary of substantive information derived from noteworthy trips, meetings, and special conferences held in connection with the contract during the reporting period.

(vii) Summary of all problems or areas of concern.

(viii) Related accomplishments since last report.

(ix) Fiscal status, to include reporting of summary level financial data in the following format:

(next page)

R&D STATUS REPORT

PROGRAM FINANCIAL STATUS

Work Breakdown Cumulative to Date At Completion

Latest Structure or Planned Actual % Budget At Revised Task Element Expend Expend Compl Compl Estimate Remarks

Subtotal: ____________________________________________________________

Management Reserve: ____________________________________________________________ Or Unallocated Resources: ____________________________________________________________

TOTAL:

Note: Budget at completion changes only with the amount of any scope changes. (Not affected by underrun or overrun)

Based on currently authorized work:

Is current funding sufficient for the current fiscal year (FY)? (Explain in narrative if “NO”)

YES NO

What is the next FY funding requirement at current anticipated levels?

Have you included in the report narrative any explanation of the above data and are they cross-referenced?

YES NO

(2) FINAL REPORT

This report shall document the results of the complete effort and should be delivered at the completion of the contract. If the Government chooses to exercise the options under this contract, the due date for the final report is extended accordingly. Title pages shall include a disclaimer worded substantially as follows:

“The views and conclusions contained in this document are those of the authors and should not be interpreted as representing the official policies, either expressly or implied, of the Defense Advanced Research Projects Agency or the U.S. Government.”

The Final Technical Report summary shall include:

Task Objectives Technical Problems General Methodology (i.e., literature review, laboratory experiments, surveys, etc.)

Technical Results Important Findings and Conclusions Significant Hardware Development Special Comments Implications for Further Research Standard Form 298, August 1998

(3) Reports identified in Section 3 – Deliverables of Attachment 1 Statement of Work.

(b) Reports delivered by the Contractor in the performance of the contract shall be considered “Technical Data” as defined in Section I contract clauses entitled “Rights in Technical Data – Noncommercial Items” and “Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation.”

(c) Bulky Reports shall be mailed by other than first-class mail unless the urgency of submission requires use of first-class mail. In this situation, one copy shall be mailed first-class and the remaining copies forwarded by less than first-class.

(d) All papers and articles published as a result of DARPA sponsored research shall include a statement reflecting the sponsorship. In addition, a bibliography of the titles and authors of all such papers are to be included in the Final Technical Report

(1) The cover or title page of each of the above reports or publications prepared, will have the following citation:

Sponsored by Defense Advanced Research Projects Agency [Tech Office] ([Acronym]) Program: __________________________________________ ARPA Order No. _______________, Program Code: ______ Issued by DARPA/CMO under Contract No. _____________

(2) The title page shall include a disclaimer worded substantially as follows:

“The views and conclusions contained in this document are those of the authors and should not be interpreted as representing the official policies, either expressly or implied, of the Defense Advanced Research Projects Agency or the U.S. Government.”

(3) All technical reports must (i) be prepared in accordance with American National Standards Institute (ANSI) Standard Z39.18; (ii) include a Standard Form 298, August 1998; and (iii) be marked with an appropriate Distribution Statement.

Section D - Packaging and Marking

D-1 Packaging and Marking

Where appropriate, items shall be preserved, packaged, packed and marked in accordance with best commercial practices to meet the packing requirements of the carrier, and to ensure safe delivery at destination.

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 N/A N/A N/A Government 0002 N/A N/A N/A Government 0003 N/A N/A N/A Government 0004 N/A N/A N/A Government 0101 N/A N/A N/A Government 0102 N/A N/A N/A Government 0201 N/A N/A N/A Government 0202 N/A N/A N/A Government 0301 N/A N/A N/A Government 0302 N/A N/A N/A Government 0401 N/A N/A N/A Government 0402 N/A N/A N/A Government 0501 N/A N/A N/A Government 0502 N/A N/A N/A Government

CLAUSES INCORPORATED BY REFERENCE

52.246-5 Inspection Of Services Cost-Reimbursement APR 1984 252.246-7000 Material Inspection And Receiving Report MAR 2008

Section F - Deliveries or Performance

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS UIC

0001 POP 01-OCT-2011 TO

31-DEC-2011

N/A N/A

0002 POP 01-OCT-2011 TO

31-DEC-2011

0003 POP 01-JAN-2012 TO

31-DEC-2012

0004 POP 01-JAN-2012 TO

31-DEC-2012

0101 POP 01-JAN-2013 TO

31-DEC-2013

0102 POP 01-JAN-2013 TO

31-DEC-2013

0201 POP 01-JAN-2014 TO

31-DEC-2014

0202 POP 01-JAN-2014 TO

31-DEC-2014

0301 POP 01-JAN-2015 TO

31-DEC-2015

0302 POP 01-JAN-2015 TO

31-DEC-2015

0401 POP 01-JAN-2016 TO

31-DEC-2016

0402 POP 01-JAN-2016 TO

0501 POP 01-OCT-2016 TO

0502 POP 01-OCT-2016 TO

52.242-15 Alt I Stop-Work Order (Aug 1989) - Alternate I APR 1984 52.247-34 F.O.B. Destination NOV 1991

F-1 Term of Contract

As reflected below, the period of performance for this contract to include the Transition-In and Trasition-Out Option Periods, if exercised, BASE Period, Option 1 Period, Option 2 Period, Option 3 Period, and Option 4 Period, is from 01 October 2011 through sixty three (63) months. This contract is subject to the availability of Government funds and continuing Government requirements.

(a) The period of performance for the TRANSITION IN Period, Option CLIN 0001 and CLIN 0002, if exercised by the government, is three (3) months. [01 OCT 2011 thru 31 DEC 2011]

(b) The period of performance for the BASE Effort, CLIN 0003 and CLIN 0004, is twelve (12) months. [01 JAN 2012 thru 31 DEC 2012]

(c) The period of performance for the OPTION 1 Period, if exercised by the government, CLIN 0101 and CLIN 0102, is twelve (12) months. [01 JAN 2013 thru 31 DEC 2013]

(d) The period of performance for the OPTION 2 Period, if exercised by the government, CLIN 0201 and CLIN 0202, is twelve (12) months. [01 JAN 2014 thru 31 DEC 2014]

(e) The period of performance for the OPTION 3 Period, if exercised by the government, CLIN 0301 and CLIN 0302, is twelve (12) months. [01 JAN 2015 thru 31 JAN 2015]

(f) The period of performance for the OPTION 4 Period, if exercised by the government, CLIN 0401 and CLIN 0402, is twelve (12) months. [01 JAN 2016 thru 31 DEC 2016]

(g) The period of performance for the TRANSITION OUT Period, if exercised by the government, CLIN 0501 and CLIN 0502, is three (3) months. [01 OCT 2016 thru 31 DEC 2016].

F-2 Reports and Other Deliverables

Delivery of all reports and other deliverables shall be made to the persons specified in F-3 entitled “Report Distribution” in accordance with the format, delivery method, schedule/frequency, and other requirements provided in section 3 - Deliverables of Attachment 1 Statement of Work.

F-3 Report Distribution

(a) DARPA/SID Attn: TBD, ADPM 3701 North Fairfax Drive Arlington, VA 22203-1714 Email: TBD (one copy each report)

(b) DARPA/SID Attn: TBD, Contracting Officer’s Representative (COR) 3701 North Fairfax Drive Arlington, VA 22203-1714 Email: TBD (one copy each report)

F-4 Notice Regarding Late Delivery

In the event the Contractor anticipates difficulty in complying with the contract delivery schedule, the Contractor shall immediately notify the Contracting Officer in writing, giving pertinent details, including the date by which it expects to make delivery; PROVIDED, however, that this date shall be informational only in character and the receipt thereof shall not be construed as a waiver by the Government of any contract delivery schedule, or any rights or remedies provided by law or under this contract.

Section G - Contract Administration Data

G-1 Procuring Office Representative

The Procuring Office Representative is Susan Shean, DARPA/CMO, 3701 North Fairfax Drive, Arlington, VA 22203-1714, telephone: 703-526-4128, e-mail: susan.shean@darpa.mil.

(end of clause)

G-2 Electronic Submission of Payment Requests

(a) Invoices for goods received or services rendered under this contract shall be submitted electronically through Wide Area Work Flow – Receipt and Acceptance (WAWF):

(1) Vendors that have never used WAWF shall follow the directions in the WAWF Vendor Getting Started Guide available at the following website: http://www.dfas.mil/contractorpay/electroniccommerce/wideareaworkflow.html.

This website also contains links for Vendor training and practice. Additional support can be obtained by calling WAWF Customer Service at 866-618-5988.

(2) Back up documentation (such as timesheets, monthly status reports, etc.) can be included and attached to the invoice in WAWF. Attachments should be in PDF format, but Attachments created in any Microsoft Office product may be attached. Total limit for the size of files per invoice is 5 megabytes.

(b) The following information, regarding invoice routing DoDAAC’s, must be entered for completion of the invoice in WAWF:

Contracting Officers shall select/supply the correct information:

WAWF Invoice Type: -- Select Cost Voucher for all Cost contracts or CLINs

Issuing Office DoDAAC: HR0011

Admin Office DoDAAC: TBD Admin Office DoDAAC

Service Approver DoDAAC (Cost Voucher): TBD Service Acceptor/Approver DODAAC (Admin Office DoDAAC) and extension (if DARPA Approver/Acceptor)

DCAA Office DoDAAC: TBD DCAA Office DoDAAC

Paying Office DoDAAC: TBD Paying Office DoDAAC

(c) Cost Vouchers from Contractors approved by DCAA for direct billing will be directly routed to DFAS. Cost Vouchers from Contractors not approved for direct billing will be routed to DCAA for approval before the Cost Voucher is routed to DFAS. All Final Cost Voucher submissions will be routed to the Service Approver for approval. The DCAA office for this award is:

DCAA

DoDAAC: [code] [Address]

(d) For each cost voucher submitted for payment, the contractor shall also e-mail the WAWF automated invoice notice directly to the following points of contact:

Name E-mail Phone Role

COR

(end of clause)

G-3 Delegation of Authority for Contract Administration

DCMA TBD, is hereby designated as the Contracting Officer’s authorized representative for administering this contract in accordance with current directives.

(end of clause)

G-4 Contracting Officer’s Representative (COR)

(a) Performance of work under this contract shall be subject to the technical direction of [COR TBD ], [address], telephone ( ) _____________, e-mail: ¬___________________________. Such technical direction includes those instructions to the Contractor necessary to accomplish the Statement of Work. The COR is not otherwise authorized to make any representations or commitments of any kind on behalf of the Contracting Officer or the Government.

The COR does not have the authority to alter the Contractor’s obligations or to change the specifications of the contract.

(b) Technical direction shall not include any direction which:

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

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

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

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

(end of clause)

(end of clause)

G-5 Payment Instructions for Multiple Accounting Classification Citations

If there is more than one ACRN within a contract line item, the payment office will make payment using the oldest fiscal year appropriations first, exhausting all funds in the previous fiscal year before disbursing from the next fiscal year. In the event there is more than one ACRN associated with the same fiscal year, the payment amount shall be disbursed from each ACRN within a fiscal year in the same proportion as the amount of funding obligated for each ACRN within the fiscal year.

(end of clause)

G-6 Incremental Funding

(a) This contract shall be subject to incremental funding with $ [TBD] presently made available for performance under this contract. It is estimated that the funds presently available are sufficient to permit the Contractor’s performance through [date ]. Except in accordance with the Section I clause FAR 52.232-22, “Limitation of Funds,” no legal liability of the part of the Government for payment of any money in excess of $ [dollar amount

] shall arise unless and until additional funds are made available by the Contracting Officer through a modification to this contract.

(end of clause)

G-7 Payment of Cost and Fee

As consideration for the proper performance of work required under this contract, the Contractor shall be paid as follows:

(1) Costs, as provided for under Section I contract clause titled “Allowable Cost and Payment” not to exceed the amount set forth as “Total Estimated Cost” in Section B, and subject further to those Section I clauses entitled “Limitation of Cost” or “Limitation of Funds”.

(2) A base fee in the amount set forth as “Base Fee” in Section B. The Contractor may bill on each invoice the amount of the base fee bearing the same percentage to the total base fee as the amount of cost billed bears to the total estimated cost.

(3) Award Fee will be determined and payable in accordance with the Award Fee Plan in Attachment 1.

Section H - Special Contract Requirements

H-1 Contracting Officer

Notwithstanding any other provision of this contract, the Contracting Officer is the only individual authorized to redirect the effort or in any way amend or modify any of the terms of this contract. If, as a result of technical discussions, it is desirable to alter contract obligations or statement of work, a modification must be issued in writing and signed by the Contracting Officer.

(end of clause)

H-2 Type of Contract

This is a Cost-Plus-Award-Fee (CPAF) (completion) contract.

(end of clause)

H-3 Public Release or Dissemination of Information

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

(b) When submitting material for written approval for open publication as described in subparagraph (a) above, the Contractor must submit a request for public release request to the PRC and include the following information: 1) Document Information: document title, document author, short plain-language description of technology discussed in the material (approx 30 words), number of pages (or minutes of video) and document type (briefing, report, abstract, article, or paper); 2) Event Information: event type (conference, principle investigator meeting, article or paper), event date, desired date for DARPA's approval; 3) DARPA Sponsor: DARPA Program Manager, DARPA office, and contract number; and 4) Contractor's Information: POC name, e-mail and phone. Allow four weeks for processing; due dates under four weeks require a justification. Unusual electronic file formats may require additional processing time. Requests can be sent either via e-mail to PRC@darpa.mil or via hard copy to 3701 North Fairfax Drive, Arlington VA 22203-1714, telephone (571) 218-4235. Refer to www.darpa.mil/prc for information about DARPA's public release process.

H-4 Key Personnel

(a) The Contractor shall notify the Contracting Officer prior to making any change in key personnel. Key personnel are the personnel in the table below who were identified in the proposal for participation in one of the five Key Personnel positions defined in Attachment 1 Statement of Work.

RFP Labor Category Name Program Manager TBD Other Management Positions (As identified TBD in the Contractor’s proposed management structure; Supervisors, Leads) Information Assurance Specialist TBD Information Technology Analyst TBD International Cooperation TBD Intelligence/Counterintelligence Analyst TBD Polygrapher TBD Privacy Specialist TBD Budget Analyst TBD

(b) The Contractor must demonstrate that the qualifications of the prospective personnel are equal to or better than the qualifications of the personnel being replaced. Notwithstanding any of the foregoing provisions, key personnel shall be furnished unless the Contractor has demonstrated to the satisfaction of the COR that the qualifications of the proposed substitute personnel are equal to or better than the qualifications of the personnel being replaced.

(end of clause)

H-5 Restrictions on Printing

Unless otherwise authorized in writing by the Contracting Officer, reports, data, or other written material produced using funds provided by this contract and submitted hereunder shall be reproduced only by duplicating processes and shall not exceed 5,000 single page reports or a total of 25,000 pages of a multiple-page report. These restrictions do not preclude the writing, editing, preparation of manuscript or reproducible copy of related illustrative materials if required as part of this contract, or incidental printing such as forms or materials necessary to be used by the Contractor to respond to the terms of the contract.

(end of clause)

H-6 Contractor Representations and Certifications

The Contractor’s Representations and Certifications dated [TBD] are incorporated herein by reference.

(end of clause)

H-7 Insurance Schedule

The Contractor shall maintain the types of insurance listed in FAR 28.307-2 (a), (b) and (c), with the minimum amounts of liability indicated therein. The types of insurance coverage listed in paragraphs (d) and (e) shall also be maintained when applicable.

(end of clause)

H-8 Travel

(a) Reimbursement for travel-related expenses shall be in accordance with the Contractor’s approved travel policy. The Federal Travel Regulations, Joint Travel Regulations (JTR), and Standardized Regulations as stated in FAR 31.205-46 will be used as a guide in determining reasonableness of per diem costs. Costs for travel shall be allowable subject to the provisions of FAR 31.205-46.

(b) In connection with direct charge to the contract of travel-related expenses, the Contractor shall hold travel to the minimum required to meet the objectives of the contract, and substantial deviations from the amount of travel agreed to during contract negotiation shall not be made without the authorization of the Contracting Officer.

When applicable, the Contractor shall notify the COR of proposed travel of an employee beyond that agreed to during negotiations.

(c) Approval of the Contracting Officer shall be obtained in advance for attendance by personnel at training courses, seminars, and other meetings not directly related to contract performance if the costs for the courses, seminars, and other meetings are charged to the contract.

(c) All foreign travel shall be authorized and approved in advance, in writing, by the Contracting Officer.

Request for such travel must be submitted to the Contracting Officer at least forty-five (45) days in advance of traveler’s anticipated departure date, and shall include traveler’s itinerary of United States Flag Air Carriers.

(end of clause)

H-9 Metric System

(a) The Defense Advanced Research Projects Agency (DARPA) will consider the use of the metric system in all of its activities consistent with operational, economical, technical and safety requirements.

(b) The metric system will be considered for use in all new designs. When it is deemed not to be in the best interest of the DoD to provide metric design, justification shall be provided.

(c) Physical and operational interfaces between metric items and U.S. customary items will be designed to assure that interchangeability and interoperability will not be affected.

(d) Existing designs dimensioned in U.S. customary units will be converted to metric units only if determined to be necessary or advantageous. Unnecessary retrofit of existing systems with new metric components will be avoided where both the new metric and existing units are interchangeable and interoperable. Normally, the system of measurement in which an item is originally designed will be retained for the life of the item.

(e) During the metric transition phase hybrid metric and U.S. customary designs will be necessary and acceptable. Material components, parts, subassemblies, and semi-fabricated material, which are of adequate or when it is otherwise specifically determined to be in the best interest of the Department of Defense. Bulk materials will be specified and accepted in metric units when it is expedient or economical to do so.

(f) Technical reports, studies, and position papers, (except those pertaining to items dimensioned in U.S.

customary units) will include metric units of measurement in addition to or in lieu of U.S. customary units. With respect to existing contracts, this requirement applies only if such documentation can be obtained without an increase in contract costs.

(g) Use of the dual dimensions (i.e., both metric and U.S. customary dimensions) on drawings will be avoided unless it is determined in specific instances that such usage will be beneficial. However, the use of tables on the document to translate dimensions from one system of measurement to the other is acceptable.

(end of clause)

H-10 Consent to Subcontract

(a) Pursuant to the clause of the General Provisions entitled “Subcontracts (JUN 2007),” FAR 52.244-2(j), the Contracting Officer hereby consents to the placement of subcontract(s) with the following firm(s)/consultant(s) at the ceiling amounts specified:

NAME TOTAL AMOUNT

TBD _______________________

(b) Approval must be obtained from the Administrative Contracting Officer to increase the use or number of subcontractors from the level established in subparagraph (a).

(end of clause)

H-11 Small Business Subcontracting Plan and Goals

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

H-12 Government Furnished Property/Facilities and Services

(a) In accordance with the Section I contract clause entitled "Government Property (Cost Reimbursement, Time and Material, or Labor-Hour Contracts)", the following property, facilities and/or services shall be provided for use in the performance of this contract.

(b) The Government will provide office space for the direct labor categories assigned to this contract, as defined in Attachment 1 Statement of Work.

(c) The Government will furnish each individual assigned to tasks under the contract proper identification

(access badge) to allow entry to and departure from Government facilities.

(d) The Government will furnish workspace and equipment (e.g., personal computers, telephones, miscellaneous office supplies) suitable for the performance of the contract to on-government-site contractor personnel.

(e) The Government will provide cellular phones and Blackberry devices as well as those device’s subscription services to contractor personnel on an as-required basis, as determined by the Contracting Officer’s Representative.

(f) The Government will provide the contractor with any preexisting documentation as Government-furnished information (GFI). The Government will retain ownership of all GFI provided to the contractor, and will assume ownership of all documentation and deliverables submitted to the Government by the contractor in performance of the contract.

The accountability of the Government Furnished Property described in Attachment 3 will be transferred to this contract at date of award.

H-13 Organizational Conflict of Interest

(a) Purpose: The purpose of this clause is to ensure that: (1) the Contractor’s objectivity and judgment are not biased because of its past, present, or currently planned interests (financial, contractual, organizational, or otherwise) which relate to work to be performed under this Contract, (2) the Contractor does not obtain an unfair competitive advantage by virtue of its access to non-public information regarding the Government’s program plans and actual or anticipated resources, and (3) by virtue of its access to proprietary information belonging to others, the Contractor does not obtain any unfair competitive advantage.

(b) Scope: The restrictions described herein shall apply to performance or participation by the Contractor and any of its affiliates or their successors in interest (hereinafter collectively referred to as “contractor”) in the activities covered by this clause as prime contractor, subcontractor, cosponsor, joint venturer, consultant, or in any similar capacity.

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

(2) Access To and Use of Government Information: If the Contractor, in the performance of this

Contract, obtains access to information such as plans, policies, reports, studies, financial plans, or data which has not been released or otherwise made available to the public, the Contractor agrees that without prior written approval from the Contracting Officer, it shall not: (a) use such information for any private purpose unless the information has been released or otherwise made available to the public, (b) compete for or accept work based on such information for a period of six months after the completion of the contract, or until such information is released or otherwise made available to the public, whichever occurs first, (c) submit an unsolicited proposal to the Government which is based on such information and (d) release such information unless such information has previously been released or otherwise made available to the public by the Government.

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

(c) Subcontracts: The Contractor shall include this clause, including this paragraph, in consulting agreements and subcontracts of any tier. The terms “Contract,” “Contractor,” and “Contracting Officer” will be appropriately modified to preserve the Government’s rights.

(d) Representations and Disclosures

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

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

(e) Remedies and Waiver

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

(2) The parties recognize that this clause has potential effects which will survive the performance of this Contract and that it is impossible to foresee each circumstance to which it might be applied in the future.

Accordingly, the Contractor may, at any time, seek a waiver from the Contracting Officer by submitting a full written description of the requested waiver and the reasons in support thereof. If it is determined to be in the best interests of the Government, the Contracting Officer will grant such a waiver.

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

(end of clause)

H-14 Contractor Code of Business Ethics

The “agency Office of the Inspector General” referenced in FAR clause 52.203-13, “Contractor Code of Business Ethics” (DEC 2008) contained in Section I of this Contract, shall be the Department of Defense Office of the Inspector General (DoD OIG). Contact information is as follows:

Office of the Inspector General United States Department of Defense Investigative Policy and Oversight Contract Disclosure Program 400 Army Navy Drive, Suite 1037 Arlington, VA 22202-4704 Toll Free Telephone: 866-429-8011

(end of clause)

H-15 Contractor Performance Information

Contractor performance information for this contract will be collected in the Contractor Performance Assessment and Reporting System (CPARS) web-enabled tool. The contractor designated representative is <Name>, <Title>, <E-mail address>, and <Phone number>. Only this individual will be granted access to the CPARS website (http://www.cpars.csd.disa.mil/) to review individual assessment reports as they are prepared by the Assessing Official, prior to their being finalized and posted.

The Contractor will be given 30 days to comment on the assessment report prior to its being finalized. Should the Contractor nonconcur with the Assessing Official’s report, the report will be reviewed by the appropriate Reviewing Official prior to being finalized. The Contractor will be informed of the Reviewing Official’s comments, and the report will be finalized. There will be no further opportunity for Contractor comment.

H-16 Removal From Project Access

(a) When employees are removed from positions, for any reason, the Contractor shall:

(1) Revoke all access authorizations

(2) Retrieve all specific keys and badges

(3) Change the combinations on all locks to which the employee had access

(4) Review the employee's obligations to the organization

(5) Notify appropriate DARPA security officials of the removal action.

(b) For all access terminations, the Contractor shall:

(1) Follow the Checklist for Employee Termination

(2) Assure that the departing employee either completes all assigned tasks or briefs the replacement on the requirements and status of ongoing tasks

(3) Determine the employee's access termination date

(4) Immediately notify the assigned SID Systems Manager(s) if access termination is for cause and request an immediate revocation of access

(5) Complete the Manager's Checklist for Employee Termination and forward the checklist to the Project

Manager

(6) Review with employee their obligation to protect related data

(7) Assure that the employee completes the Access Termination Statement.

H-17 Security Requirements

(a) The Contractor must comply with all requirements contained in Attachment 4, DD Form 254, Department of Defense Contract Security Classification Specification.

(b) The Contractor shall be responsible for ensuring compliance by its employees and subcontractors with the security regulations of the Government installation or other facility where work is to be performed. The Contractor shall remove from the Government site any individual whose presence is deemed by the DARPA Director to be contrary to the public interest or inconsistent with the best interests of national security.

(end of clause)

H-18 Savings Initiatives

The Contractor is encouraged to submit technical and cost proposals (Contractor format acceptable) to the DARPA Contracting Officer for Contractor proposed performance efficiencies which are estimated to result in cost savings of at least $100,000. Performance efficiencies cannot result in any degradation of Contractor performance.

Implementation of any proposal is subject to Government approval. If the cost savings are realized, the Contractor will share in the savings in accordance with the percentage rate identified in Section B.

Section I - Contract Clauses

52.202-1 Definitions JUL 2004 52.203-3 Gratuities APR 1984 52.203-5 Covenant Against Contingent Fees APR 1984 52.203-6 Restrictions On Subcontractor Sales To The Government SEP 2006 52.203-7 Anti-Kickback Procedures OCT 2010 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity

JAN 1997

52.203-10 Price Or Fee Adjustment For Illegal Or Improper Activity JAN 1997 52.203-12 Limitation On Payments To Influence Certain Federal

Transactions

OCT 2010

52.203-13 Contractor Code of Business Ethics and Conduct APR 2010 52.204-2 Security Requirements AUG 1996 52.204-4 Printed or Copied Double-Sided on Recycled Paper AUG 2000 52.204-7 Central Contractor Registration APR 2008 52.204-9 Personal Identity Verification of Contractor Personnel JAN 2011 52.209-6 Protecting the Government's Interest When Subcontracting

With Contractors Debarred, Suspended, or Proposed for Debarment

DEC 2010

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

OCT 2010

52.215-15 Pension Adjustments and Asset Reversions OCT 2010 52.215-16 Facilities Capital Cost of Money JUN 2003 52.215-17 Waiver of Facilities Capital Cost of Money OCT 1997 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 or

Information Other Than Certified Cost or Pricing Data-- Modifications

OCT 2010

52.216-7 Allowable Cost And Payment DEC 2002 52.219-8 Utilization of Small Business Concerns JAN 2011 52.219-9 Small Business Subcontracting Plan JAN 2011 52.219-9 Alt II Small Business Subcontracting Plan (JAN 2011) Alternate II OCT 2010 52.219-16 Liquidated Damages-Subcontracting Plan JAN 1999 52.219-28 Post-Award Small Business Program Rerepresentation APR 2009 52.222-2 Payment For Overtime Premiums JUL 1990 52.222-3 Convict Labor JUN 2003 52.222-21 Prohibition Of Segregated Facilities FEB 1999 52.222-26 Equal Opportunity MAR 2007 52.222-35 Equal Opportunity for Veterans SEP 2010 52.222-36 Affirmative Action For Workers With Disabilities OCT 2010 52.222-37 Employment Reports on Veterans SEP 2010 52.222-50 Combating Trafficking in Persons FEB 2009 52.222-54 Employment Eligibility Verification JAN 2009 52.223-5 Pollution Prevention and Right-to-Know Information AUG 2003 52.223-6 Drug-Free Workplace MAY 2001

52.223-14 Toxic Chemical Release Reporting AUG 2003 52.225-13 Restrictions on Certain Foreign Purchases JUN 2008 52.227-1 Authorization and Consent DEC 2007 52.227-2 Notice And Assistance Regarding Patent And Copyright

Infringement

DEC 2007

52.228-7 Insurance--Liability To Third Persons MAR 1996 52.230-2 Cost Accounting Standards OCT 2010 52.230-6 Administration of Cost Accounting Standards JUN 2010 52.232-9 Limitation On Withholding Of Payments APR 1984 52.232-20 Limitation Of Cost APR 1984 52.232-22 Limitation Of Funds APR 1984 52.232-23 Assignment Of Claims JAN 1986 52.232-25 Prompt Payment OCT 2008 52.232-33 Payment by Electronic Funds Transfer--Central Contractor

Registration

OCT 2003

52.233-1 Disputes JUL 2002 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…