A23.2 - HR001125R0003 - ATTACHMENT 1A 2025-04-17.pdf

Solicitation Number: HR001125R0003

ATTACHMENT 1A – ADDITIONAL REQUIREMENTS

1. CONTROLLED UNCLASSIFIED INFORMATION

[ X ] This Contract involves Controlled Unclassified Information (CUI). Contractor agrees to protect all CUI in accordance with the applicable CUI guidance. If this contract involves both classified information and CUI, Contractor agrees to protect all CUI in accordance with the Security Classification Guide.

[ ] This Contract does not involve Controlled Unclassified Information (CUI). Contractor agrees to promptly notify the government in writing if there is any CUI involved in this contract.

2. RESERVED

3. ORGANIZATIONAL CONFLICT OF INTEREST - APPLIES TO BOTH THE IDIQ CONTRACT LEVEL

AND THE TASK ORDER LEVEL

(a) Purpose: The primary purpose of this requirement is to ensure that:

(1) The Contractor's objectivity and judgment are not biased because of its past, present, or currently planned interests (financial, contractual, organizational, or otherwise) which relate to work performed under this Contract;

(2) The Contractor does not obtain an unfair competitive advantage by virtue of its access to non-public information regarding the Government's program plans and actual, or anticipated, resources; and

(3) By virtue of its access to proprietary information belonging to others, the Contractor does not obtain any unfair competitive advantage.

(b) Scope: The restrictions described herein shall apply to performance or participation by the

Contractor and any of its affiliates or their successors in interest (hereinafter collectively referred to as "Contractor") in the activities covered by this requirement as prime contractor, subcontractor, co-sponsor, joint venture, 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 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:

(i) Use such information for any private purpose unless the information has been released or otherwise made available to the public;

(ii) Compete for, or accept, work based on such information until such information is released or otherwise made available to the public, whichever occurs first;

(iii) Submit an unsolicited proposal to the Government which is based on such information; and

(iv) 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 requirement, including this paragraph, in 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 of interest as that term is used in Federal Acquisition Regulation (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 requirement, 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 requirement 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.

4. TYPE OF CONTRACT

This is a commercial Indefinite-Delivery-Indefinite-Quantity (IDIQ) contract with variations under the following contract types available for resultant task orders:

• Firm-Fixed-price

• Labor-Hour

• Time and Material*

• Cost-Plus-Fixed-Fee**

• Cost-Reimbursement**

To be eligible for a task order containing labor hours, time and material, cost-plus-fixed-fee, or cost-reimbursement contract line item numbers (CLINs), the Contractor must have an acceptable accounting system in accordance with Defense Federal Acquisition Regulation Supplement (DFARS) Clause 252.242- 7006, Accounting System Administration.

*Material CLIN is authorized only for material cost in support of labor hour task orders.

**Cost-Plus-Fixed-Fee and Cost-Reimbursement are only authorized for use in non-commercial information technology (IT) services task orders. The base IDIQ contract does not include non-commercial contract clauses. In the even a cost-reimbursement task order is issued, then all applicable non-commercial clauses shall be included in the task order.

5. RESERVED

6. TRAVEL

(a) University Performers: Reimbursement for travel-related expenses shall be as stipulated in 2 CFR 200, Subpart E and Appendix III, as prescribed by FAR 31.303.

(b) Non-Profit Performers: Reimbursement for travel-related expenses shall be as stipulated in 2 CFR

200, Subpart E and Appendix IV, as prescribed by FAR 31.703.

(c) Non-University/For-Profit Performers and Nonprofit Organizations exempted from the OMB

Uniform Guidance at 2 CFR part 200, Appendix VIII: Reimbursement for travel-related expenses shall be as stipulated in FAR 31.205-46 and DFARS 252.231-7000.

(d) In connection with direct charge to the Contract for travel-related expenses, the Contractor shall hold travel to the minimum required to meet the objectives of the Contract.

7. RESERVED

8. RESERVED

9. INVENTION DISCLOSURES

All communications required for invention disclosures and reports shall be submitting to the Administrative Contracting Officer (ACO). Additionally, a copy of the interim and final invention disclosure reports shall be provided to DARPA/CMO, ATTN: Contract Closeout, at email:

CMO_Closeout@darpa.mil.

All unclassified required reporting shall be accomplished using the i-Edison.gov reporting website (https://www.nist.gov/iedison).

10. PUBLIC RELEASE OR DISSEMINATION OF INFORMATION

(a) At this time, DARPA expects the work performed under this contract will NOT be fundamental research, and it is, therefore, subject to the following publication restrictions:

There shall be no dissemination or publication, except within and between the Contractor and any subcontractors, of information developed under this Contract or contained in the reports to be furnished pursuant to this Contract without prior written approval, which will be communicated to the Contractor by email through the DARPA Public Release Center (PRC) at:

public_release_center@darpa.mil. All technical reports will be given proper review by appropriate authority to determine which Distribution Statement is to be applied prior to the initial distribution of these reports by the Contractor. These restrictions must be flowed down to all subcontractors. Any publications shall incorporate an Acknowledgement of Support and Disclaimer in accordance with

DFARS 252.235-7010.

(b) When submitting material for written approval for open publication as described in subparagraph

(a) above, the Contractor must submit a request for public release request to the PRC and include the following information: 1) Document Information: document title, document author, short plain-language description of technology discussed in the material (approx. 30 words), number of pages (or minutes of video) and document type (briefing, report, abstract, article, or paper); 2) Event Information: event type (conference, principle investigator meeting, article or paper), event date, mailto:Closeout@darpa.mil https://www.nist.gov/iedison mailto:public_release_center@darpa.mil desired date for DARPA's approval; 3) DARPA Sponsor: DARPA Program Manager, DARPA office, and contract number; and 4) Contractor's Information: POC name, e-mail and phone. Allow four weeks for processing; due dates under four weeks require a justification. Unusual electronic file formats may require additional processing time. Requests can be sent either via e-mail to PRC@darpa.mil or via hard copy to 675 North Randolph Street, Arlington VA 22203-2114, telephone (571) 218-4235.

Refer to http://www.darpa.mil/work-with-us/contract-management/public-release for information about DARPA's public release process.

11. RESERVED

12. RESERVED

13. SPECIAL ACCESS PROGRAM (SAP) INFORMATION TECHNOLOGY (IT) COSTS AND REPORTING

REQUIREMENTS

The Department of Defense mandates the use of a component’s SAP enterprise system unless a compelling reason exists to use a non-enterprise system. The DARPA Chief Information Officer (CIO) must approve any performer proposal to acquire, build, and operate a non-enterprise SAP IT system during the awarded period of performance. Use of the DARPA SAP enterprise system, SAVANNAH, does not require CIO approval. As a condition of authorized use of said system, the Contractor hereby agrees that it shall accomplish the following:

(a) The Contractor shall track and provide to DARPA, all SAP IT costs associated with use of such unique SAP IT system solution in performance of this Contract award action, and

(b) Any such costs incurred, to include costs for associated cybersecurity manpower, shall be reported at least annually to the DARPA Program Manager by Oct 1st of each year for inclusion in the DARPA Annual SAP report.

(1) Cybersecurity Manpower costs shall be broken down by position type and full-time equivalent (FTE) percentage associated with supporting the SAP IT system.

(2) Costs shall also include costs associated with SAP IT’s destruction, disposition, and sanitization processes required in the Office of the Secretary of Defense Special Access Program Central Office Memorandum, “Disposition of DoD Special Access Program Information Technology Devices”, July 27, 2017.