RFP.pdf

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until 12:00 PM local time 07 Jul 2011

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38 - 62 X H 63 - 68 susan.shean@darpa.mil

RATING PAGE OF PAGES

7. ISSUED BY

(Date)

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other 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 68

(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.

HR0011 8. ADDRESS OFFER TO

See Item 7

9. Sealed offers in original and 0 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 L-3 and L-7 conditions contained in this solicitation.

10. FOR INFORMATION

CALL:

A. NAME (NO COLLECT CALLS)

SUSAN SHEAN 703-526-4128

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

2 - 8

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

9 - 10

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

13 - 15

X K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 16 - 18 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 19 - 25 X M

L INSTRS., CONDS., AND NOTICES TO OFFERORS

EVALUATION FACTORS FOR AWARD

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

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

13. DISCOUNT FOR PROMPT PAYMENT

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

14. ACKNOWLEDGMENT OF AMENDMENTS

(The offeror acknowledges receipt of amendments

AMENDMENT NO. DATE

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

FACILITY

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

SOLICITATION, OFFER AND AWARD

X

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

PART I - THE SCHEDULE

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

EMAIL:TEL: (Signature of Contracting Officer)

CODE CODE

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

AWARD (To be completed by Government)

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

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

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

23. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM

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

PART IV - REPRESENTATIONS AND INSTRUCTIONS

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

26 - 30

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

31 May 2011

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 Cost items including Consultants, Government Mandatory training, Travel, Supplies, Materials, and Maintenance.

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.

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 Cost items including Consultants, Government Mandatory training, Travel, Supplies, Materials, and Maintenance.

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

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

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 Cost items including Consultants, Government Mandatory training, Travel, Supplies, Materials, and Maintenance.

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

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

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 Cost items including Consultants, Government Mandatory training, Travel, Supplies, Materials, and Maintenance.

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

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

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 Cost items including Consultants, Government Mandatory training, Travel, Supplies, Materials, and Maintenance.

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

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

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 Cost items including Consultants, Travel, Supplies, Materials, and Maintenance. 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.

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.

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 Cost items including Consultants, Government Mandatory training, Travel, Supplies, Materials, and Maintenance.

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

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, if incorporated, 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, if incorporated.

(end of clause)

C-2 Reports and Other Deliverables

(a) The Contractor shall submit the reports and other deliverables identified in Attachment 1 Statement of Work, Section 3.

(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.

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 Destination Government Destination Government 0002 Destination Government Destination Government 0003 Destination Government Destination Government 0004 Destination Government Destination Government 0101 Destination Government Destination Government 0102 Destination Government Destination Government 0201 Destination Government Destination Government 0202 Destination Government Destination Government 0301 Destination Government Destination Government 0302 Destination Government Destination Government 0401 Destination Government Destination Government 0402 Destination Government Destination Government 0501 Destination Government Destination Government 0502 Destination Government Destination 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-DEC-2011 TO

31-DEC-2011

N/A N/A

0002 POP 01-DEC-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-DEC-2016 TO

0502 POP 01-DEC-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 Transition-Out Option Periods, if exercised, BASE Period, Option 1 Period, Option 2 Period, Option 3 Period, and Option 4 Period, is from 01 December 2011 through sixty two (62) 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 one (1) month. [01 DEC 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 one (1) month. [01 DEC 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.

F-5 Place of Performance

Sometime in calendar year 2012, DARPA will move to a new facility to be located at 675 N. Randolph Street, Arlington, VA 22203. This change in location is determined to be within the scope of 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 guidance of Darin Smith, 3701 N.

Fairfax Drive, Arlington, VA 22203-1714 telephone (703) 526-4102, e-mail: darin.smith@darpa.mil. Such technical guidance 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 guidance shall not include any guidance 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.

G-8 Payment of Realized Savings

Payments of the Contractor’s share of savings under Special Contract Requirement H-18 “Savings Initiatives” shall be made by a modification to the contract. Shares shall be added to the base fee of the contract. The base fee limitations do not apply to the shares.

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) contract.

(end of clause)

H-3 RESERVED

H-4 Key Personnel

The final determination is within the COR’s purview.

Proposed replacements for all personnel in Key Personnel positions shall be approved by the COR or Contracting Officer prior to their assumption of duties on the contract.

(a) The Contractor shall notify the Contracting Officer prior to making any change in key personnel. Key personnel are the personnel in the labor categories specified in the table below who were identified in the proposal for participation in one of the Key Personnel positions defined in Attachment 1 Statement of Work. (Space is provided for four “Other Management Positions”. Offerors can add to or delete from this number as needed.)

RFP Labor Category Name

Program Manager TBD Other Management Positions (As identified in the Contractor’s proposed management structure; Supervisors, Leads) TBD Other Management Positions (As identified in the Offeror’s proposed management structure; Supervisors, Leads) TBD Other Management Positions (As identified in the Offeror’s proposed management structure; Supervisors, Leads) TBD Other Management Positions (As identified in the Offeror’s proposed management structure; Supervisors, Leads) TBD Information Assurance Specialist TBD Information Assurance Specialist TBD Information Assurance Specialist TBD

Information Assurance Specialist TBD Information Assurance Specialist TBD Information Assurance Specialist TBD Information Assurance Specialist TBD International Cooperation Specialist TBD International Cooperation Specialist TBD International Cooperation Specialist TBD Intelligence/Counterintelligence Analyst TBD Intelligence/Counterintelligence Analyst TBD Intelligence/Counterintelligence Analyst 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. The Contracting Officer’s Representative (COR) reserves the right to determine if a given work history contains the necessary and sufficiently detailed relevant experience to reasonably demonstrate the ability for effective and efficient performance. If the COR questions the qualifications or competence of a person proposed to work under the contract, the burden of proof to demonstrate that the person is qualified as prescribed herein shall be upon the Contractor. 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 RESERVED

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 COR 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 COR. 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.

H-9 RESERVED

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) If the Contractor does not have an approved purchasing system, approval must be obtained from the 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.

(end of clause)

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 related to work 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 venture, 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

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) All individuals supporting this contract must possess a minimum of a SECRET clearance, based on a National Agency Check with Local Agency Check and Credit Check (NACLC) at the time of assignment to this contract. Select tasks, as noted in this section 2, require a TOP SECRET based on a Single Scope Background Investigation (SSBI) current within the last five (5) years at the time of assignment to this contract. Additionally, many personnel assigned to this contract must be able to undergo a favorable adjudication for access to SCI. Further security screening may also be required (e.g., counterintelligence (CI) scope polygraph examination) for certain personnel.

(c) 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 under this contract. Performance efficiencies cannot result in any degradation of Contractor performance. Implementation of any proposal is subject to Government approval. If cost savings are realized, the Contractor will share in the savings in accordance with the percentage rate identified in Section B. Overall cost savings for any approved initiatives will be determined based on a comparison of allowable costs to the estimated cost initially negotiated and included in the contract.

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 52.224-1 Privacy Act Notification APR 1984 52.224-2 Privacy Act APR 1984 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 Services JAN 1991 52.242-1 Notice of Intent to Disallow Costs APR 1984 52.242-3 Penalties for Unallowable Costs MAY 2001 52.242-4 Certification of Final Indirect Costs JAN 1997 52.242-13 Bankruptcy JUL 1995 52.243-2 Alt II Changes--Cost Reimbursement (Aug 1987) - Alternate II APR 1984 52.244-2 Subcontracts OCT 2010 52.244-5 Competition In Subcontracting DEC 1996 52.244-6 Subcontracts for Commercial Items DEC 2010 52.245-1 Government Property AUG 2010 52.245-9 Use And Charges AUG 2010 52.246-5 Inspection Of Services Cost-Reimbursement APR 1984 52.246-23 Limitation Of Liability FEB 1997 52.246-25 Limitation Of Liability--Services FEB 1997 52.248-1 Value Engineering OCT 2010 52.249-6 Termination (Cost Reimbursement) MAY 2004 52.249-14 Excusable Delays APR 1984 52.251-1 Government Supply Sources AUG 2010 52.253-1 Computer Generated Forms JAN 1991 252.201-7000 Contracting Officer's Representative DEC 1991 252.203-7000 Requirements Relating to Compensation of Former DoD

Officials

JAN 2009

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

DEC 2008

252.203-7002 Requirement to Inform Employees of Whistleblower Rights JAN 2009 252.204-7000 Disclosure Of Information DEC 1991 252.204-7003 Control Of Government Personnel Work Product APR 1992 252.204-7004 Alt A Central Contractor Registration (52.204-7) Alternate A SEP 2007 252.204-7005 Oral Attestation of Security Responsibilities NOV 2001 252.204-7006 Billing Instructions OCT 2005 252.204-7008 Export-Controlled Items APR 2010 252.205-7000 Provision Of Information To Cooperative Agreement Holders DEC 1991

252.209-7004 Subcontracting With Firms That Are Owned or Controlled By The Government of a Terrorist Country

DEC 2006

252.215-7000 Pricing Adjustments DEC 1991 252.219-7003 Small Business Subcontracting Plan (DOD Contracts) OCT 2010 252.219-7004 Small Business Subcontracting Plan (Test Program) JAN 2011 252.223-7004 Drug Free Work Force SEP 1988 252.223-7006 Prohibition On Storage And Disposal Of Toxic And

Hazardous Materials

APR 1993

252.225-7001 Buy American Act And Balance Of Payments Program JAN 2009 252.225-7002 Qualifying Country Sources As Subcontractors APR 2003 252.225-7004 Report of Intended Performance Outside the United States and Canada--Submission after Award

OCT 2010

252.225-7012 Preference For Certain Domestic Commodities JUN 2010 252.225-7013 Duty-Free Entry DEC 2009 252.225-7031 Secondary Arab Boycott Of Israel JUN 2005 252.226-7001 Utilization of Indian Organizations and Indian-Owned

Economic Enterprises, and Native Hawaiian Small Business Concerns

SEP 2004

252.227-7013 Rights in Technical Data--Noncommercial Items MAR 2011 252.227-7016 Rights in Bid or Proposal Information JAN 2011 252.227-7030 Technical Data--Withholding Of Payment MAR 2000 252.231-7000 Supplemental Cost Principles DEC 1991 252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports

MAR 2008

252.232-7010 Levies on Contract Payments DEC 2006 252.242-7004 Material Management And Accounting System JUL 2009 252.243-7002 Requests for Equitable Adjustment MAR 1998 252.244-7000 Subcontracts for Commercial Items and Commercial

Components (DoD Contracts)

NOV 2010

252.246-7000 Material Inspection And Receiving Report MAR 2008 252.247-7023 Transportation of Supplies by Sea MAY 2002 252.247-7024 Notification Of Transportation Of Supplies By Sea MAR 2000

52.217-7 OPTION FOR INCREASED QUANTITY--SEPARATELY PRICED LINE ITEM (MAR 1989)

The Government may require the delivery of the numbered line item, identified in the Schedule as an option item, in the quantity and at the price stated in the Schedule. The Contracting Officer may exercise the option by written notice to the Contractor within 10 days before the end of the contract. Delivery of added items shall continue at the same rate that like items are called for under the contract, unless the parties otherwise agree.

(End of clause)

52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 10 days before the end of the contract.

52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within the period of performance; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed sixty-six (66) months.

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text.