Tracked_Changes_HR001118R0001_Draft_RFP.pdf

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35 - 46 X H 47 - 52 david.bennett@darpa.mil

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)

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

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 conditions contained in this solicitation.

10. FOR INFORMATION

CALL:

A. NAME (NO COLLECT CALLS)

DAVID WESLEY BENNETT, JR.

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

2 - 7

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

8 J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

10 X K REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 11 - 14 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 15 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

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)

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

AWARD (To be completed by Government)

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

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

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

23. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM

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

PART IV - REPRESENTATIO NS AND INSTRUCTIO NS

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

16 - 32

PART II - CO NTRACT CLAUSES

HR001118R0001

Section B - Supplies or Services and Prices

SERVICES AND PRICE/COST

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

B-1.2 Guaranteed Minimum and IDIQ Ceiling

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

Over the term of the contract:

The minimum dollar amount for this IDIQ contract is $3,000.00 to be obligated at IDIQ contract award. The minimum will be approved upon completion of a Post-Award Orientation briefing. The total maximum dollar amount for all IDIQ contract holders is $850,000,000.00. The total amount for all IDIQ orders combined shall not exceed $850,000,000.00.

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

Cost Reimbursement

COST

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

FOB: Destination

ESTIMATED COST

ITEM NO SUPPLIES/SERVICES ESTIMATED

QUANTITY

UNIT UNIT PRICE AMOUNT

Labor Hour

LH

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

TOT ESTIMATED PRICE

CEILING PRICE

Fixed Price

FFP

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

NET AMT

Cost Reimbursement

COST

Task orders with any "Cost" Contract Type shall use this CLIN.

UNIT UNIT PRICE AMOUNT

Labor Hours

LH

Task orders with "Labor Hours" as Contract Type shall use this CLIN.

Fixed Priced

FFP

Cost Reimbursement

COST

UNIT UNIT PRICE AMOUNT

Labor Hours

LH

Fixed Price

FFP

Cost Reimbursement

COST

UNIT UNIT PRICE AMOUNT

Labor Hours

LH

Fixed Price

FFP

Cost Reimbursement

COST

UNIT UNIT PRICE AMOUNT

Labor Hours

LH

Fixed Price

FFP

Section C - Descriptions and Specifications

PERFORMANCE WORK STATEMENT

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

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 Destination Government Destination Government 0002 Destination Government Destination Government 0003 Destination Government Destination Government 1001 Destination Government Destination Government 1002 Destination Government Destination Government 1003 Destination Government Destination Government 2001 Destination Government Destination Government 2002 Destination Government Destination Government 2003 Destination Government Destination Government 3001 Destination Government Destination Government 3002 Destination Government Destination Government 3003 Destination Government Destination Government 4001 Destination Government Destination Government 4002 Destination Government Destination Government 4003 Destination Government Destination Government

CLAUSES INCORPORATED BY REFERENCE

52.246-4 Inspection Of Services--Fixed Price AUG 1996 52.246-5 Inspection Of Services Cost-Reimbursement APR 1984 52.246-6 Inspection--Time-And-Material And Labor-Hour MAY 2001

Section F - Deliveries or Performance

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

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

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

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

1001 N/A N/A N/A N/A

1002 N/A N/A N/A N/A

1003 N/A N/A N/A N/A

2001 N/A N/A N/A N/A

2002 N/A N/A N/A N/A

2003 N/A N/A N/A N/A

3001 N/A N/A N/A N/A

3002 N/A N/A N/A N/A

3003 N/A N/A N/A N/A

4001 N/A N/A N/A N/A

4002 N/A N/A N/A N/A

4003 N/A N/A N/A N/A

Section G - Contract Administration Data

G-1.0 Points of Contact

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

To be included at Contract Award.

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

The COContracting Officer is:

To be included at Contract Award.

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

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

• Making final decisions regarding any recommended rejection of deliverables;

• Providing technical clarification relative to overall workload matters ;

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

• Providing acceptance of deliverable products to assure compliance with requirementsAllrequirements.

All technical direction will be issued in writing by the COR or will be confirmed by the COR in writing within ten

(10) calendar days after verbal issuance. A copy of the written direction will be furnished to the CO.

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

The COR for the IDIQ contract is:

To be included at Contract Award.

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

In addition to providing technical direction, the Task Order GTRTCOR will:

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

• Assist the Contractor in the resolution of technical problems encountered during performance; and

• Perform inspection and acceptance or recommendation for rejection of Contractor deliverables and identify deficiencies in delivered items.

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

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

• Constitutes an assignment of work outside the general scope of this effort

• Constitutes a change as defined in the "Changes" clause

• In any way causes an increase or decrease in cost or the time required for performance

• Changes any of the terms, conditions, or other requirements of this effort

• Suspends or terminates any portion of this effort

G-1.2 Contractor

G-1.2.1 Program Manager The Contractor shall provide a Program Manager who shall be responsible for the performance of the work. The names of this person and an alternate who shall act for the Contractor when the Program Manager is absent shall be designated in writing to the CO.Contracting Officer. The Program Manager or alternate shall have full authority to act for the Contractor on all contract matters relating to daily operation of this contract.

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

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

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

G-4.0 USE OF NON-GOVERNMENT ADVISORS

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

G-5.0 TASK ORDER PROCEDURES

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

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

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

G-5.1 Task Order Ombudsman In accordance with FAR 16.505(a)(10), no protest under FAR Subpart 33.1 is authorized in connection with CO decisions regarding fair opportunity or the issuance of a TO under $25 million under this contract, except for a protest on the grounds that a TO increases the scope, period, or maximum value of the contract.

The Task Order Ombudsman’s role is to review complaints from the c Contractors and ensure that all cContractors are afforded a fair opportunity to be considered, consistent with the procedures in the contract.

The Task Order Ombudsman for this IDIQ is:

Scott Ulrey Deputy Director / Competition Advocate DARPA Contracts Management OfficeCMO 675 North Randolph Street Arlington, VA 22203

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

G-5.2 Task Order Request for Proposal (RFP) The Government will issue an RFP which will include at a minimum:

• Performance Work Statement (PWS), Statement of Work (SOW), or Statement of Objectives (SOO)

• Period of Performance (POP)

• Anticipated Contract Type(s)

• CLIN Schedule or request for contractor-proposed CLIN Schedule

• Applicable Evaluation Criteria (non-cost and cost factors)

• Questions/Clarifications Due Date

• Proposal Due Date

G-5.3 Task Order Proposal Each proposal shall include a brief description of the following (if requested in the RFP):

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

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

• The percentage of the proposed total price for the TOtask order that will go to small businesses either as the prime contractor or as the first tier subcontractor. Small businesses shall be defined by the applicable size standard associated with the NAICS code on that individual task order541990.

• For each TO RFP after the first, the actual percentage of the total price of previous task orders that went to small businesses either as a prime contractor or a first tier subcontractor. A separate percentage should be submitted for each previous task order received under this contract.

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

• Any additional input as required by the RFP.

G-5.2 4 Task Order Evaluation Process The evaluation process for each TOTask Order will use a variation on the best value analysis spectrum (LPTALowest Price Technically Acceptable to Trade-Off based on complexity). Non-cost and cost factors will be considered as evaluation criteria. Specific factors will be established by individual TO. In making the best value determination, it is possible that after conducting a tradeoff analysis of the proposals, the lowest price may not necessarily represent the best value.

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

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

G-5.3 5 Authorized Ordering Officials All DARPA contracting officers within warrant restrictions may order off of from this IDIQ. DARPA Agents, fulfilling DARPA requirements, may order fromoff of this IDIQ with written delegation from the IDIQ cContracting oOfficer.

Section H - Special Contract Requirements

CLAUSES INCORPORATED BY FULL TEXT

CONTRACTOR MANPOWER REPORTING

The cContractor shall report ALL cContractor labor hours (including subcontractor labor hours) required for performance of services provided under this contract via the following secure data collection site: www.ecmra.mil.

Reporting inputs will be for the labor executed during the period of performance during each Government fiscal year (FY), which runs October 1 through September 30. While inputs may be reported any time during the FY, all data shall be reported no later than October 31 of each calendar year.

http://www.ecmra.mil/

Section I - Contract Clauses

52.202-1 Definitions NOV 2013 52.203-2 Certificate Of Independent Price Determination APR 1985 52.203-3 Gratuities APR 1984 52.203-5 Covenant Against Contingent Fees MAY 2014 52.203-6 Restrictions On Subcontractor Sales To The Government SEP 2006 52.203-7 Anti-Kickback Procedures MAY 2014 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or

Improper Activity

MAY 2014

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

Transactions

OCT 2010

52.203-13 Contractor Code of Business Ethics and Conduct OCT 2015 52.204-2 Security Requirements AUG 1996 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber

Content Paper

MAY 2011

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

Subcontract Awards

OCT 2016

52.204-13 System for Award Management Maintenance OCT 2016 52.209-6 Protecting the Government's Interest When Subcontracting

With Contractors Debarred, Suspended, or Proposed for Debarment

OCT 2015

52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters

JUL 2013

52.209-10 Prohibition on Contracting With Inverted Domestic Corporations

NOV 2015

52.210-1 Market Research APR 2011 52.215-2 Audit and Records--Negotiation OCT 2010 52.215-8 Order of Precedence--Uniform Contract Format OCT 1997 52.215-10 Price Reduction for Defective Certified Cost or Pricing Data AUG 2011 52.215-12 Subcontractor Certified Cost or Pricing Data OCT 2010 52.215-15 Pension Adjustments and Asset Reversions OCT 2010 52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits

(PRB) Other than Pensions

JUL 2005

52.215-23 Limitations on Pass-Through Charges OCT 2009 52.216-7 Allowable Cost And Payment JUN 2013 52.216-8 Fixed Fee JUN 2011 52.219-4 Notice of Price Evaluation Preference for HUBZone Small

Business Concerns

OCT 2014

52.219-8 Utilization of Small Business Concerns NOV 2016 52.219-9 Small Business Subcontracting Plan JAN 2017 52.219-16 Liquidated Damages-Subcontracting Plan JAN 1999 52.219-28 Post-Award Small Business Program Rerepresentation JUL 2013 52.222-2 Payment For Overtime Premiums JUL 1990 52.222-3 Convict Labor JUN 2003 52.222-19 Child Labor -- Cooperation with Authorities and Remedies OCT 2016 52.222-21 Prohibition Of Segregated Facilities APR 2015 52.222-26 Equal Opportunity SEP 2016 52.222-35 Equal Opportunity for Veterans OCT 2015 52.222-36 Equal Opportunity for Workers with Disabilities JUL 2014

52.222-37 Employment Reports on Veterans FEB 2016 52.222-40 Notification of Employee Rights Under the National Labor

Relations Act

DEC 2010

52.222-50 Combating Trafficking in Persons MAR 2015 52.222-54 Employment Eligibility Verification OCT 2015 52.222-59 Compliance with Labor Laws (Executive Order 13673) DEC 2016 52.222-60 Paycheck Transparency (Executive Order 13673) OCT 2016 52.222-61 Arbitration of Contractor Employee Claims (Executive Order

13673)

DEC 2016

52.223-6 Drug-Free Workplace MAY 2001 52.223-16 Alt I Acquisition of EPEAT - Registered Personal Computer

Products - Alternate I

JUN 2014

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

AUG 2011

52.223-22 Public Disclosure of Greenhouse Gas Emissions and Reduction Goals -- Representation.

DEC 2016

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 52.229-4 Federal, State, And Local Taxes (State and Local

Adjustments)

FEB 2013

52.230-2 Cost Accounting Standards OCT 2015 52.230-3 Disclosure And Consistency Of Cost Accounting Practices OCT 2015 52.230-6 Administration of Cost Accounting Standards JUN 2010 52.232-1 Payments APR 1984 52.232-7 Payments Under Time-And-Materials And Labor Hour

Contracts

AUG 2012

52.232-8 Discounts For Prompt Payment FEB 2002 52.232-9 Limitation On Withholding Of Payments APR 1984 52.232-11 Extras APR 1984 52.232-17 Interest MAY 2014 52.232-20 Limitation Of Cost APR 1984 52.232-22 Limitation Of Funds APR 1984 52.232-23 Alt I Assignment of Claims (May 2014) - Alternate I APR 1984 52.232-25 Alt I Prompt Payment (Jan 2017) Alternate I FEB 2002 52.232-33 Payment by Electronic Funds Transfer--System for Award

Management

JUL 2013

52.232-37 Multiple Payment Arrangements MAY 1999 52.232-40 Providing Accelerated Payments to Small Business

Subcontractors

DEC 2013

52.233-1 Disputes MAY 2014 52.233-3 Alt I Protest After Award (Aug 1996) - Alternate I JUN 1985 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 2014 52.242-4 Certification of Final Indirect Costs JAN 1997 52.242-13 Bankruptcy JUL 1995 52.243-1 Alt I Changes--Fixed Price (Aug 1987) - Alternate I APR 1984 52.243-1 Alt II Changes--Fixed-Price (Aug 1987) - Alternate II APR 1984 52.243-1 Alt III Changes--Fixed Price (Aug 1987) - Alternate III APR 1984 52.243-2 Alt I Changes--Cost-Reimbursement (Aug 1987) - Alternate I APR 1984 52.243-2 Alt II Changes--Cost Reimbursement (Aug 1987) - Alternate II APR 1984 52.243-3 Changes--Time-And-Material Or Labor-Hours SEP 2000

52.244-2 Alt I Subcontracts (Oct 2010) - Alternate I JUN 2007 52.244-5 Competition In Subcontracting DEC 1996 52.244-6 Subcontracts for Commercial Items JAN 2017 52.245-1 Government Property JAN 2017 52.245-9 Use And Charges APR 2012 52.246-25 Limitation Of Liability--Services FEB 1997 52.249-1 Termination For Convenience Of The Government (Fixed

Price) (Short Form)

APR 1984

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

APR 2012

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

IV

SEP 1996

52.249-8 Default (Fixed-Price Supply & Service) APR 1984 52.249-14 Excusable Delays APR 1984 52.252-2 Clauses Incorporated By Reference FEB 1998 52.252-6 Authorized Deviations In Clauses APR 1984 52.253-1 Computer Generated Forms JAN 1991 252.201-7000 Contracting Officer's Representative DEC 1991 252.203-7001 Prohibition On Persons Convicted of Fraud or Other Defense-

Contract-Related Felonies

DEC 2008

252.203-7002 Requirement to Inform Employees of Whistleblower Rights SEP 2013 252.203-7003 Agency Office of the Inspector General DEC 2012 252.203-7004 Display of Hotline Posters OCT 2016 252.204-7000 Disclosure Of Information OCT 2016 252.204-7003 Control Of Government Personnel Work Product APR 1992 252.204-7005 Oral Attestation of Security Responsibilities NOV 2001 252.204-7007 Alternate A, Annual Representations and Certifications JAN 2015 252.204-7008 Compliance With Safeguarding Covered Defense Information

Controls

OCT 2016

252.204-7009 Limitations on the Use or Disclosure of Third-Party Contractor Reported Cyber Incident Information

OCT 2016

252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting

OCT 2016

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

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

OCT 2015

252.211-7007 Reporting of Government-Furnished Property AUG 2012 252.215-7000 Pricing Adjustments DEC 2012 252.215-7002 Cost Estimating System Requirements DEC 2012 252.215-7008 Only One Offer OCT 2013 252.216-7005 Award Fee FEB 2011 252.219-7003 Small Business Subcontracting Plan (DOD Contracts)--Basic MAR 2016 252.225-7002 Qualifying Country Sources As Subcontractors DEC 2016 252.227-7013 Rights in Technical Data--Noncommercial Items FEB 2014 252.227-7016 Rights in Bid or Proposal Information JAN 2011 252.227-7017 Identification and Assertion of Use, Release, or Disclosure

Restrictions

JAN 2011

252.227-7027 Deferred Ordering Of Technical Data Or Computer Software APR 1988 252.227-7030 Technical Data--Withholding Of Payment MAR 2000 252.227-7037 Validation of Restrictive Markings on Technical Data SEP 2016 252.231-7000 Supplemental Cost Principles DEC 1991 252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports

JUN 2012

Commented [BW1]: Added as full text.

252.232-7006 Wide Area WorkFlow Payment Instructions MAY 2013 252.232-7007 Limitation Of Government's Obligation APR 2014 252.235-7011 Final Scientific or Technical Report JAN 2015 252.239-7001 Information Assurance Contractor Training and Certification JAN 2008 252.239-7010 Cloud Computing Services OCT 2016 252.242-7006 Accounting System Administration FEB 2012 252.243-7001 Pricing Of Contract Modifications DEC 1991 252.243-7002 Requests for Equitable Adjustment DEC 2012 252.244-7001 Contractor Purchasing System Administration MAY 2014 252.245-7001 Tagging, Labeling, and Marking of Government-Furnished

Property

APR 2012

252.245-7002 Reporting Loss of Government Property APR 2012 252.245-7003 Contractor Property Management System Administration APR 2012

52.203-16 Preventing Personal Conflicts of Interest (DEC 2011)

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

Acquisition function closely associated with inherently governmental functions means supporting or providing advice or recommendations with regard to the following activities of a Federal agency:

(1) Planning acquisitions.

(2) Determining what supplies or services are to be acquired by the Government, including developing statements of work.

(3) Developing or approving any contractual documents, to include documents defining requirements, incentive plans, and evaluation criteria.

(4) Evaluating contract proposals.

(5) Awarding Government contracts.

(6) Administering contracts (including ordering changes or giving technical direction in contract performance or contract quantities, evaluating contractor performance, and accepting or rejecting contractor products or services).

(7) Terminating contracts.

(8) Determining whether contract costs are reasonable, allocable, and allowable.

Covered employee means an individual who performs an acquisition function closely associated with inherently governmental functions and is--

(1) An employee of the contractor; or

(2) A subcontractor that is a self-employed individual treated as a covered employee of the contractor because there is no employer to whom such an individual could submit the required disclosures.

Non-public information means any Government or third-party information that--

(1) Is exempt from disclosure under the Freedom of Information Act (5 U.S.C. 552) or otherwise protected from disclosure by statute, Executive order, or regulation; or

(2) Has not been disseminated to the general public and the Government has not yet determined whether the information can or will be made available to the public.

Personal conflict of interest means a situation in which a covered employee has a financial interest, personal activity, or relationship that could impair the employee's ability to act impartially and in the best interest of the Government when performing under the contract. (A de minimis interest that would not ``impair the employee's ability to act impartially and in the best interest of the Government'' is not covered under this definition.)

(1) Among the sources of personal conflicts of interest are--

(i) Financial interests of the covered employee, of close family members, or of other members of the covered employee's household;

(ii) Other employment or financial relationships (including seeking or negotiating for prospective employment or business); and

(iii) Gifts, including travel.

(2) For example, financial interests referred to in paragraph (1) of this definition may arise from--

(i) Compensation, including wages, salaries, commissions, professional fees, or fees for business referrals;

(ii) Consulting relationships (including commercial and professional consulting and service arrangements, scientific and technical advisory board memberships, or serving as an expert witness in litigation);

(iii) Services provided in exchange for honorariums or travel expense reimbursements;

(iv) Research funding or other forms of research support;

(v) Investment in the form of stock or bond ownership or partnership interest (excluding diversified mutual fund investments);

(vi) Real estate investments;

(vii) Patents, copyrights, and other intellectual property interests; or

(viii) Business ownership and investment interests.

(b) Requirements. The Contractor shall--

(1) Have procedures in place to screen covered employees for potential personal conflicts of interest, by--

(i) Obtaining and maintaining from each covered employee, when the employee is initially assigned to the task under the contract, a disclosure of interests that might be affected by the task to which the employee has been assigned, as follows:

(A) Financial interests of the covered employee, of close family members, or of other members of the covered employee's household.

(B) Other employment or financial relationships of the covered employee (including seeking or negotiating for prospective employment or business).

(C) Gifts, including travel; and

(ii) Requiring each covered employee to update the disclosure statement whenever the employee's personal or financial circumstances change in such a way that a new personal conflict of interest might occur because of the task the covered employee is performing.

(2) For each covered employee--

(i) Prevent personal conflicts of interest, including not assigning or allowing a covered employee to perform any task under the contract for which the Contractor has identified a personal conflict of interest for the employee that the Contractor or employee cannot satisfactorily prevent or mitigate in consultation with the contracting agency;

(ii) Prohibit use of non-public information accessed through performance of a Government contract for personal gain; and

(iii) Obtain a signed non-disclosure agreement to prohibit disclosure of non-public information accessed through performance of a Government contract.

(3) Inform covered employees of their obligation--

(i) To disclose and prevent personal conflicts of interest;

(ii) Not to use non-public information accessed through performance of a Government contract for personal gain;

and

(iii) To avoid even the appearance of personal conflicts of interest;

(4) Maintain effective oversight to verify compliance with personal conflict-of-interest safeguards;

(5) Take appropriate disciplinary action in the case of covered employees who fail to comply with policies established pursuant to this clause; and

(6) Report to the Contracting Officer any personal conflict-of-interest violation by a covered employee as soon as it is identified. This report shall include a description of the violation and the proposed actions to be taken by the Contractor in response to the violation. Provide follow-up reports of corrective actions taken, as necessary. Personal conflict-of-interest violations include--

(i) Failure by a covered employee to disclose a personal conflict of interest;

(ii) Use by a covered employee of non-public information accessed through performance of a Government contract for personal gain; and

(iii) Failure of a covered employee to comply with the terms of a non-disclosure agreement.

(c) Mitigation or waiver. (1) In exceptional circumstances, if the Contractor cannot satisfactorily prevent a personal conflict of interest as required by paragraph (b)(2)(i) of this clause, the Contractor may submit a request through the Contracting Officer to the Head of the Contracting Activity for--

(i) Agreement to a plan to mitigate the personal conflict of interest; or

(ii) A waiver of the requirement.

(2) The Contractor shall include in the request any proposed mitigation of the personal conflict of interest.

(3) The Contractor shall--

(i) Comply, and require compliance by the covered employee, with any conditions imposed by the Government as necessary to mitigate the personal conflict of interest; or

(ii) Remove the Contractor employee or subcontractor employee from performance of the contract or terminate the applicable subcontract.

(d) Subcontract flowdown. The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts--

(1) That exceed $150,000; and

(2) In which subcontractor employees will perform acquisition functions closely associated with inherently governmental functions (i.e., instead of performance only by a self-employed individual).

(End of clause)

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM

EMPLOYEES OF WHISTLEBLOWER RIGHTS (APR 2014)

(a) This contract and employees working on this contract will be subject to the whistleblower rights and remedies in the pilot program on Contractor employee whistleblower protections established at 41 U.S.C. 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112-239) and FAR 3.908.

(b) The Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. 4712, as described in section 3.908 of the Federal Acquisition Regulation.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts over the simplified acquisition threshold.

52.215-19 NOTIFICATION OF OWNERSHIP CHANGES (OCT 1997)

(a) The Contractor shall make the following notifications in writing:

(1) When the Contractor becomes aware that a change in its ownership has occurred, or is certain to occur, that could result in changes in the valuation of its capitalized assets in the accounting records, the Contractor shall notify the Administrative Contracting Officer (ACO) within 30 days.

(2) The Contractor shall also notify the ACO within 30 days whenever changes to asset valuations or any other cost changes have occurred or are certain to occur as a result of a change in ownership.

(b) The Contractor shall--

(1) Maintain current, accurate, and complete inventory records of assets and their costs;

(2) Provide the ACO or designated representative ready access to the records upon request;

(3) Ensure that all individual and grouped assets, their capitalized values, accumulated depreciation or amortization, and remaining useful lives are identified accurately before and after each of the Contractor's ownership changes; and

(4) Retain and continue to maintain depreciation and amortization schedules based on the asset records maintained before each Contractor ownership change.

The Contractor shall include the substance of this clause in all subcontracts under this contract that meet the applicability requirement of FAR 15.408(k).

52.216-19 ORDER LIMITATIONS. (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $503,000.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

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

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

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

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) above.

(d) Notwithstanding paragraphs (b) and (c) above, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 15 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons.

Upon receiving this notice, the Government may acquire the supplies or services from another source.

52.216-22 INDEFINITE QUANTITY. (OCT 1995)

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

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

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

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

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 30 days.

52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS (JUN 2013)

(a) Except as stated in paragraph (b) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

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

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

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

(b) Paragraph (a) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004)

United States law will apply to resolve any claim of breach of this contract.

252.204-7004 ALTERNATE A, SYSTEM FOR AWARD MANAGEMENT (FEB 2014)

(a) Definitions. As used in this provision—

“System for Award Management (SAM) database” means the primary Government repository for contractor information required for the conduct of business with the Government.

“Commercial and Government Entity (CAGE) code” means—

(1) A code assigned by the Defense Logistics Information Service (DLIS) to identify a commercial or Government entity; or

(2) A code assigned by a member of the North Atlantic Treaty Organization that DLIS records and maintains in the CAGE master file. This type of code is known as an “NCAGE code.”

“Data Universal Numbering System (DUNS) number” means the 9-digit number assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business entities.

“Data Universal Numbering System +4 (DUNS+4) number” means the DUNS number assigned by D&B plus a 4-character suffix that may be assigned by a business concern. (D&B has no affiliation with this 4-character suffix.) This 4-character suffix may be assigned at the discretion of the business concern to establish additional SAM records for identifying alternative Electronic Funds Transfer (EFT) accounts (see FAR 32.11) for the same parent concern.

“Registered in the System for Award Management (SAM) database” means that—

(1) The contractor has entered all mandatory information, including the DUNS number or the DUNS+4 number, and Contractor and Government Entity (CAGE) code into the SAM database; and

(2) The contractor has completed the Core Data, Assertions, Representations and Certifications, and Points of Contact sections of the registration in the SAM database;

(3) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS). The Contractor will be required to provide consent for TIN validation to the Government as part of the SAM registration process; and

(4) The Government has marked the record “Active.”

(b) (1) By submission of an offer, the offeror acknowledges the requirement that a prospective awardee shall be registered in the SAM database prior to award, during performance, and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement resulting from this solicitation.

(2) The offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation “DUNS” or “DUNS+4” followed by the DUNS or DUNS+4 number that identifies the offeror’s name and address exactly as stated in the offer. The DUNS number will be used by the Contracting Officer to verify that the offeror is registered in the SAM database.

(c) If the offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one.

(1) An offeror may obtain a DUNS number—

(i) Via the internet at http://fedgov.dnb.com/webform or if the offeror does not have internet access, it may call Dun and Bradstreet at 1-866-705-5711 if located within the United States; or

(ii) If located outside the United States, by contacting the local Dun and Bradstreet office. The offeror should indicate that it is an offeror for a U.S. Government contract when contacting the local Dun and Bradstreet office.

(2) The offeror should be prepared to provide the following information:

(i) Company legal business name.

(ii) Tradestyle, doing business, or other name by which your entity is commonly recognized.

(iii) Company physical street address, city, state and Zip Code.

(iv) Company mailing address, city, state and Zip Code (if separate from physical).

(v) Company telephone number.

(vi) Date the company was started.

(vii) Number of employees at your location.

(viii) Chief executive officer/key manager.

(ix) Line of business (industry).

(x) Company Headquarters name and address (reporting relationship within your entity).

(d) If the Offeror does not become registered in the SAM database in the time prescribed by the Contracting Officer, the Contracting Officer will proceed to award to the next otherwise successful registered Offeror.

(e) Processing time, which normally takes 48 hours, should be taken into consideration when registering. Offerors who are not registered should consider applying for registration immediately upon receipt of this solicitation.

(f) Offerors may obtain information on registration at https://www.acquisition.gov.

(End of Provision)

252.204-7006 BILLING INSTRUCTIONS (OCT 2005)

When submitting a request for payment, the Contractor shall--

(a) Identify the contract line item(s) on the payment request that reasonably reflect contract work performance; and

(b) Separately identify a payment amount for each contract line item included in the payment request.

http://fedgov.dnb.com/webform https://www.acquisition.gov/

252.216-7006 ORDERING (MAY 2011)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the contract schedule. Such orders may be issued from June 1, 2018 through July May 31, 2023.

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

(c)(1) If issued electronically, the order is considered ``issued'' when a copy has been posted to the Electronic Document Access system, and notice has been sent to the Contractor.

(2) If mailed or transmitted by facsimile, a delivery order or task order is considered ``issued'' when the Government deposits the order in the mail or transmits by facsimile. Mailing includes transmittal by U.S. mail or private delivery services.

(3) Orders may be issued orally only if authorized in the schedule.

(End of Clause)

252.225-7048 EXPORT-CONTROLLED ITEMS (JUNE 2013)

(a) Definition. ``Export-controlled items,'' as used in this clause, means items subject to the Export Administration Regulations (EAR) (15 CFR Parts 730-774) or the International Traffic in Arms Regulations (ITAR) (22 CFR Parts 120-130). The term includes--

(1) ``Defense items,'' defined in the Arms Export Control Act, 22 U.S.C. 2778(j)(4)(A), as defense articles, defense services, and related technical data, and further defined in the ITAR, 22 CFR Part 120; and

(2) ``Items,'' defined in the EAR as ``commodities'',…