GSA RFQ E-Buy #124905

Project entitled: OSD-PA&E "2006 Defense Resource Management Study
Program -- Part A (#14)"

February 7, 2006

TABLE OF CONTENTS

RFQ Attachment No. Page No.

Attachment 1: Performance Work Statement (PWS) 3-7

Attachment 2: Quality Assurance Surveillance Plan (QASP) 8-11

Attachment 3: Estimates Based on Historical Workload Data 12-14

Attachment 4: Evaluation Procedures and Criteria 15-16

Attachment 5: Instructions to Offerors 17-18

Attachment 6: FAR, DFAR and Local clauses Incorporated

in full text 19-53

Attachment 7: DD Form 254

(separate Attachment -- 2 pages) 54

Attachment 8: Past Performance Questionnaire

(separate Attachment -- 4 pages) 54

#  ATTACHMENT #1

# 

#  PERFORMANCE WORK STATEMENT (PWS) 

2006 Defense Resource Management Study Program -- Part A

1.0 Overview

The Regional Assessments and Modeling Division of Program Analysis and
Evaluation (PA&E), Office of the Secretary of Defense (OSD), has
programmatic responsibility for collective security arrangements, the
combatant commands, security cooperation, and security burdensharing.
Because of these responsibilities the division has a continuing interest
in the capabilities of partner and allied military forces and their
ability to participate in coalition operations.

1.1 History

For many years, the OSD/PA&E has been involved in helping to reform the
defense resource management systems of partner and allied Ministries of
Defense. The importance of this work is highlighted in the DoD's
National Defense Strategy, Security Cooperation Guidance and Strategic
Planning Guidance.

The Defense Resource Management Study (DRMS) program plays a key role in
this effort. The goals of the DRMS program are to introduce
resource-constrained, multi-year defense planning, foster transparency
in the development of defense programs, and strengthen democratic
control over the defense establishment. DRMS accomplishes this with a
joint study of the host nation's defense resource management process
that is focused on analytical and decision-making capabilities and
understanding the relationship between cost and force capability.

2.0 Requirement

2.1 Non-Personal Services

This requirement is for non-personal services. The contractor shall
perform all services as an independent contractor and shall not be
subject to the relatively continuous supervision and control of a
Government officer or employee. However, giving an order for a specific
service, with the right to reject the finished product or result, is not
the type of supervision or control that converts an individual who is an
independent contractor (such as a contractor employee) into a Government
employee.

2.2 Project Background

The Director, PA&E, is responsible for performing analyses of plans and
programs related to foreign military requirements and capabilities. This
Performance Work Statement (PWS) will provide PA&E with the analytical
and operational support for analyzing the appropriate size, shape,
content, and cost of national military establishments in emerging
democracies.

2.3 Performance Work Statement (PWS) - General

2.3.1 This work will be accomplished on a Time and Materials (T&M)
basis.

2.3.2 This Request For Quotation (RFQ) is being released on E-BUY. All
responses are to use the GSA Schedule IT 70.

2.3.3 The contractor will assist PA&E analysts in working intensively
with foreign governments in applying the methodologies and databases
developed under this task order to notional threats and alternative
force structures.

2.4 Tasks

2.4.1. Information Engineering Plan (IEP). Provide the Task Monitor an
Information Engineering Plan to enhance, test, and update the
documentation of the Defense Resource Management Model (DRMM) as
required to support these studies.

2.4.2. Pre-planned Model Enhancements, Testing, and Documentation. As
described in Task 2.4.1, enhance, test, and update the documentation of
DRMM with the pre-planned changes needed to conduct these studies. This
effort will result in a generic model that will be applicable to any
country selected by the Task Monitor. Conduct the testing with the
Demonstration DRMM database with a minimum of three years of
hypothetical data. Calculate all of the output tables and display all of
the graphs. Verify that the steps and procedures specified in the
User\'s Manual and the on-screen prompts work properly and are \"user
friendly\". Complete a data integrity check. The changes in the DRMM
will involve modular changes that can be developed independent of other
contractors, as well as changes that will involve cooperative efforts
with other contractors.

2.4.3. Unplanned Model Enhancements, Routine Maintenance, Testing, and
Documentation. In concert with the other contractors engaged in these
studies, correct all errors in programming that keep the model from
operating as required. Revise the User\'s Manual, Help File, System
Administrator's Manual, and on-screen prompts to ensure analysts and the
System Manager can make full use of the model following the directions
provided.

2.4.4. Conventional Forces in Europe (CFE) Based Country Files. Build
unclassified CFE-based country files for countries specified by the Task
Monitor. The government will provide the CFE data.

2.4.5. Equipment Scores. Develop Technique for Assessing Comparative
Force Modernization (TASCFORM) measures for Russian and Former Soviet
Union equipment not now scored, quantifying support, training, and
sustainment needs. Describe the algorithms for calculating scores and
provide a capability for the user to adjust those scores.

2.4.6. On-site Analysis. Deploy a team to countries specified by the
Task Monitor to apply the DRMM methodology to alternative scenarios,
opposing forces, and force structures. Total deployment may be for as
long as fourteen weeks per country, with rotation of personnel permitted
every two weeks. Personnel deployed will have expert knowledge of the
force capability component of DRMM, the equipment-based capabilities
measurement system, and the use of TASCFORM scores.

2.4.7. Study Report. Document the results of the analysis described in
2.4.6 with a Study Report if required.

2.4.8. Follow-up Support. Deploy a team as required to each country
where DRMM has been fielded to help the host country: resolve problems
in using DRMM, use DRMM\'s more sophisticated features, benefit from
lessons learned from other DRMS, incorporate enhancements to DRMM, and
learn other analytical techniques to improve the management of defense
resources. Alternatively, be prepared to offer this support in the
Washington, DC area or a central location overseas.

3.0 Special Instructions

3.1 Coordination. Close coordination with the PA&E staff, other
government agencies, and other government contractors will be necessary.
All personnel shall attend monthly seminars as directed by the
Contracting Officer Representative (COR).

3.2 Place of Performance/Government Furnished Support. The PA&E Resource
Management and Operations Division will furnish the contractor with
office space that is cleared for NATO classified and includes access to
Pentium-based microcomputers connected to both PA&E\'s classified and
unclassified Local Area Networks and the SIPRNet. PA&E-provided laptop
and desktop computers will be equipped with PA&E\'s standard suite of
software and will come with appropriate data storage media. PA&E may
direct the use of non-PA&E-standard software such as FoxPro for Windows.

3.3 Model development. Changes to existing software, databases, tools,
and models, will be documented as changes to the existing documentation.
IEW KnowledgeWare will be used to test out changes before they are
implemented, and then IEW files, panels, etc., and Platinum, and
Brownstone will be updated as well. The COR will pre-approve the use of
any recommended substitutes.

3.4 Commercial Off the Shelf tools/material/equipments. Upon approval of
the COR, procure limited quantities of COTS tools/materials/equipment
incidental to the performance of programming and maintenance functions,
such materials become the property of the government, upon completion of
this task order. COTS tools/materials/equipment may not include
computer-related hardware and software.

3.5 Security. In order to accomplish assigned tasks, all personnel will
require immediate access to information classified up to and including
TOP SECRET and NATO classified, and must, therefore, have valid, active
security clearances.

3.6 Travel. Contractor shall be required to travel to such installations
and facilities within those countries deemed necessary by the COR to
adequately perform work on this task. Travel will be for the purpose of
on-site data collection, analytical support, information updates,
analysis reviews, presentation of and installation of models and
decision support software at other locations, attending users group
meetings, and other activities in execution of their operational
missions. All personnel will obtain/satisfy all entry
documentation/requirements (passports, visas, immunizations) necessary
to enter the host country. Travel is expected to be approximately 14
two-week and eight one-week visits.

4.0 Period of Performance

The period of performance will include 11-month Base period and four
12-month Option periods.

5.0 Technical Documentation

As stated in tasks of this Performance Work Statement (PWS).

6.0 Required Deliverables

[Deliverables:]{.underline} [Due Date]{.underline}

\(1\) Start Date Date of Award

\(2\) Information Engineering Plan 30 days from Date of Award

\(3\) Pre-planned model enhancements, testing, and documentation As
required

\(4\) Unplanned model enhancements, testing, documentation, As required

and routine maintenance

\(5\) CFE-based country files 30 days prior to each country's in-brief

\(6\) Equipment scores As required

\(7\) On-site analysis At completion of each country\'s scheduled period

\(8\) Study Report 30 days after completion

of each country\'s scheduled period

\(9\) Follow-on support As required

\(10\) Ad Hoc queries & analysis As required

\(11\) Monthly Status Reports Monthly

\(12\) Master Security Roster Upon change in personnel and monthly

(NLT 15th of following month)

\(13\) Attendance at monthly conferences Monthly

\(14\) Weekly IPRs Weekly

\(15\) Travel As required

\(15\) Final report and conclusions Completion of Task Order

7.0 Performance Requirements Summary

+-----------+----------------+---------------+----------+-------------+
| Paragraph | Standard       | AQL           | Quality  | Incentives  |
|           |                |               |          |             |
|           |                |               | A        |             |
|           |                |               | ssurance |             |
+-----------+----------------+---------------+----------+-------------+
| 2.4.6.    | Turnover of no | Familiarize   | Co       | Contractor  |
| On-site   | more than one  | host nation   | ntractor | will be     |
| Analysis  | analyst in a   | analysts on   | mo       | ineligible  |
|           | 12 month       | DRMM to the   | nitoring | for         |
|           | period         | extent        | and      | contract    |
|           |                | necessary for | Go       | options if  |
|           |                | them to       | vernment | analyst     |
|           |                | develop       | veri     | turnover    |
|           |                | resource      | fication | exceeds     |
|           |                | -constrained, |          | more than   |
|           |                | multi-year    |          | one person  |
|           |                | defense       |          | in a 12     |
|           |                | programs      |          | month       |
|           |                |               |          | period      |
+-----------+----------------+---------------+----------+-------------+

1.  Limitation on Contractor's Liability -- The Contractor's total
    liability for this task order will not exceed 5.0% of the total task
    order value.

ATTACHMENT #2

QUALITY ASSURANCE SURVEILLANCE PLAN (QASP)

"2006 Defense Resource Management Study Program -- Part A (#14)"

1.0 Introduction

The Regional Assessments and Modeling Division of the Program Analysis
and Evaluation (PA&E) Directorate, Office of the Secretary of Defense
(OSD), is responsible for performing analyses of plans and programs
related to foreign military requirements and capabilities. This
Performance Work Statement (PWS) will provide PA&E with the analytical
and operational support for analyzing the appropriate size, shape,
content, and cost of national military establishments in emerging
democracies.

This performance-based Quality Assurance Surveillance Plan (QASP) sets
forth the procedures and guidance that OSD/PA&E will use in evaluating
performance of the contractor in accordance with the terms and
conditions of the order awarded in response to the Task Order.

The QASP will be used as a Government document to enforce the inspection
and acceptance terms of the order. The QASP is not part of the order,
but is provided to the Contractor solely as information. The Government
reserves the right to make changes to this QASP during the order
performance period. The QASP describes the mechanism for documenting
noteworthy accomplishments or discrepancies for work performed by the
contractor. Information generated from OSD/PA&E's surveillance
activities will directly feed into OSD/PA&E's overall assessment of
contractor performance.

1.1 Purpose of the QASP

The QASP provides the cognizant OSD/PA&E Task Monitor (TM) and
Contracting Officer's Representative (COR) the ability to conduct
surveillance activities of contractor performance during the life of the
order. The QASP details how and when OSD/PA&E will monitor, evaluate,
and document contractor performance under the Task Order.

The QASP is intended to accomplish the following:

> 1\. Define the role and responsibilities of participating Government
> officials;
>
> 2\. Identify the key deliverables that will be assessed;

3\. Describe the rating elements and the evaluation method that will be
employed by the Government in assessing the Contractor's performance.

> 4\. Describe the process of performance assessment documentation.

1.2 Roles and Responsibilities of Government Officials

The QASP is a guide to be used by OSD/PA&E personnel in the conducting
of surveillance activities of the contractor after order award. The TM
and COR may review technical documents and products generated by the
contractor. The TM and/or the COR will also review other contract
deliverables, such as Monthly Status Reports, ad hoc queries, and other
deliverables identified in the Performance Work Statement (PWS). The TM
and/or the COR will use this QASP as a tool to assess the contractor's
performance against the metrics and standards set forth in the order.
These assessments will be the basis for determining incentives and
disincentives for OSD/PA&E contractor.

The Task Monitor (TM) has overall responsibility for the performance of
the tasks assigned to the contractor. In this capacity, the TM will make
the final decision regarding the quality of the contractor's
performance, based on inputs from the COR and others with knowledge of
the contractor's performance.

The Contracting Officer's Technical Representative (COR) will be
responsible for monitoring, assessing, recording, and reporting on the
technical performance of the contractor on a day-to-day basis.

The Contracting Officer (CO), or his/her representative, will have
overall responsibility for administering the order. The CO will also be
responsible for the day-to-day monitoring of the contractor's
performance in the area of contract compliance, contract administration,
cost control; reviewing the COR/CO's assessment of the contractor
performance; and resolving all differences between the COR/CO's version
and the contractor's version. The CO may call upon the technical
expertise of other Government officials as required.

1.3 Key Deliverables to be Assessed and Standards of Performance

The Performance Requirements Summary (table below) identifies the
deliverables that will be evaluated by the QASP:

+-----------+----------------+---------------+----------+-------------+
| Paragraph | Standard       | AQL           | Quality  | Incentives  |
|           |                |               |          |             |
|           |                |               | A        |             |
|           |                |               | ssurance |             |
+-----------+----------------+---------------+----------+-------------+
| 2.4.6.    | Turnover of no | Familiarize   | Co       | Contractor  |
| On-site   | more than one  | host nation   | ntractor | will be     |
| Analysis  | analyst in a   | analysts on   | mo       | ineligible  |
|           | 12 month       | DRMM to the   | nitoring | for         |
|           | period         | extent        | and      | contract    |
|           |                | necessary for | Go       | options if  |
|           |                | them to       | vernment | analyst     |
|           |                | develop       | veri     | turnover    |
|           |                | resource      | fication | exceeds     |
|           |                | -constrained, |          | more than   |
|           |                | multi-year    |          | one person  |
|           |                | defense       |          | in a 12     |
|           |                | programs      |          | month       |
|           |                |               |          | period      |
+-----------+----------------+---------------+----------+-------------+

2.0 Surveillance Methodology

OSD/PA&E will utilize the following quality assurance surveillance
methods.

2.1 Periodic Monitoring

This surveillance method consists of monthly, semi-annually, annual, and
random surveillance of deliverables and contract specific reports
generated by the contractor. The Government reserves the right to assess
performance of the entire PWS, regardless of whether the PWS paragraph
addressing the performance is listed in the Performance Requirements
Summary (PRS).

2.2 Process of Quality Assurance Assessment

The Government will assess performance of the work described in the
following PRS paragraphs as tasks are completed: 2.4.1, 2.4.7, and 6.0.

Although order monitoring will be an on-going process, the determination
of the contractor's overall performance will be made on an annual basis.
OSD/PA&E will provide quarterly feedback to the contractor by
summarizing the quality of the contractor's performance over the
preceding quarter. OSD/PA&E will make every effort to provide this
feedback within 30 days of the end of each quarter. In addition,
OSD/PA&E will provide immediate performance feedback whenever
performance is particularly noteworthy or a discrepancy requiring
immediate attention is identified.

3.  Limitation on Contractor's Liability -- The Contractor's total
    liability for this task order will not exceed 5.0% of the total task
    order value.

4.0 Changes to the QASP

# A bilateral modification signed by the Contracting Officer shall be required prior to the effective date of any changes in the Performance Requirements Summary (PRS) and Quality Assurance Surveillance Plan (QASP). 

Attachment 3: Estimates based on Historical Workload Data --

The following estimates are for each period, Base (11 months) and
Options (12-months each). The estimates are representative of historical
levels:

LABOR FOR EACH BASE AND OPTION PERIOD---

+-----------------------------------------------------+----------------+
| > LABOR\--                                          | > Est. Hours   |
+-----------------------------------------------------+----------------+
| > Project Manager                                   | 25             |
+-----------------------------------------------------+----------------+
| > Sr. Area Specialist                               | 1880           |
+-----------------------------------------------------+----------------+
| > Sr. Area Specialist                               | 1880           |
+-----------------------------------------------------+----------------+
| > Mid-Level Programmer                              | 940            |
+-----------------------------------------------------+----------------+
| > Admin/Clerical/Graphics                           | 75             |
+-----------------------------------------------------+----------------+
| > TOTAL HOURS FOR EACH BASE AND OPTION PERIOD:      | 4,800 hours    |
|                                                     | for each       |
|                                                     | period, or     |
|                                                     | 24,000 for all |
|                                                     | periods.       |
+-----------------------------------------------------+----------------+

TRAVEL/PER DIEM AND COTS FOR BASE PERIOD --- The estimates include 14
two-week and eight (8) one-week visits, for each Base and Option
period---

  ----------------------------------------------------- -----------------
  TRAVEL/PER DIEM AND COTS\--                           NTE Amounts

  Travel/Per Diem                                       NTE \$118,800

  COTS \*Incidental materials or off Schedule items are NTE \$2,000\*
  limited to \$2,500 over the life of the order,        
  including the base and option periods).               

  TOTAL FOR BASE PERIOD:                                NTE \$120,800
  ----------------------------------------------------- -----------------

TRAVEL/PER DIEM AND COTS FOR OPTION 1---

  ----------------------------------------------------- -----------------
  TRAVEL/PER DIEM AND COTS\--                           NTE Amounts

  Travel/Per Diem                                       NTE \$123,552

  COTS \*Incidental materials or off Schedule items are NTE \$2,000\*
  limited to \$2,500 over the life of the order,        
  including the base and option periods).               

  TOTAL FOR OPTION 1:                                   NTE \$125,552
  ----------------------------------------------------- -----------------

TRAVEL/PER DIEM AND COTS FOR OPTION 2---

  ----------------------------------------------------- -----------------
  TRAVEL/PER DIEM AND COTS\--                           NTE Amounts

  Travel/Per Diem                                       NTE \$128,494

  COTS \*Incidental materials or off Schedule items are NTE \$2,000\*
  limited to \$2,500 over the life of the order,        
  including the base and option periods).               

  TOTAL FOR OPTION 2:                                   NTE \$130,494
  ----------------------------------------------------- -----------------

TRAVEL/PER DIEM AND COTS FOR OPTION 3---

  ----------------------------------------------------- -----------------
  TRAVEL/PER DIEM AND COTS\--                           NTE Amounts

  Travel/Per Diem                                       NTE \$133,634

  COTS \*Incidental materials or off Schedule items are NTE \$2,000\*
  limited to \$2,500 over the life of the order,        
  including the base and option periods).               

  TOTAL FOR OPTION 3:                                   NTE \$135,634
  ----------------------------------------------------- -----------------

TRAVEL/PER DIEM AND COTS FOR OPTION 4---

  ----------------------------------------------------- -----------------
  TRAVEL/PER DIEM AND COTS\--                           NTE Amounts

  Travel/Per Diem                                       NTE \$138,979

  COTS \*Incidental materials or off Schedule items are NTE \$2,000\*
  limited to \$2,500 over the life of the order,        
  including the base and option periods).               

  TOTAL FOR OPTION 4:                                   NTE \$140,979
  ----------------------------------------------------- -----------------

ATTACHMENT 4: Evaluation Procedures and Criteria

## I. Evaluation Procedures for Proposals

A team of Government personnel will evaluate the proposals. Adjectival
Ratings will be assigned to the non-price factors, except that security
requirements will receive a pass or fail rating. Price will not be rated
or scored.

## II. Basis for Award

The Government intends to use a two-phase evaluation to make the award
decision. First, the offer will be evaluated to determine the
satisfaction of certain minimum security requirements as specified
below. Then, the Government will use a tradeoff process to make the
award decision. The tradeoff process permits tradeoffs among price and
non-price factors and allows the Government to accept other than the
lowest priced proposal, if the Government determines that the perceived
benefits of the higher priced proposal merit the additional cost.

Minimum Security Requirements --

Go/No-Go rating of Pass or Fail: The following minimum security
requirements must be satisfied not later than the due date for offers
responding to the RFQ. All personnel proposed to work under the task
order must be U.S. Citizens and have at least a Top Secret clearance. If
an individual was not born in the U.S., the offeror shall provide a
statement that indicates that the individual is a citizen of the U.S.

## III. Evaluation Criteria and Their Relative Importance

> a\) The following non-price factors will be evaluated in descending
> order of importance:

A.  Technical Approach

B.  Personnel & Project Team

C.  Past Performance

###  b) Price is less important than each of the non-price factors.

### A. Technical Approach

The Government will evaluate the offeror's technical approach on its
quality, feasibility, and innovativeness in accomplishing the tasks and
deliverables of this task order from a technical perspective. The
Government will also evaluate the offerors on the clarity of their
approach and their ability to perform the requirements of this PWS.

The Quality Control Plan (QCP), additional metrics and financial
disincentives proposed by the offeror will also be evaluated for
clarity, innovativeness, feasibility and likelihood to engender
successful performance.

### B. Personnel & Project Team

The offeror will be evaluated on the project staffing strategy,
experience, skill, and qualifications of the proposed personnel and the
ability of the overall project team to adequately minimize risk and
successfully complete the requirements of this PWS. Currency and
applicability of experience is very important. The offeror will also be
evaluated on their approach to retaining and recruiting qualified
personnel. Offerors shall provide historical data regarding the
retention rate of personnel, on individual contracts, performing DoD
contracts for analytical services over the last three years.

### 

### C. Past Performance - The offer will be evaluated on the currency and quality of the offeror's past performance (including that of established affiliates, subsidiaries, units or divisions of the offeror's own company or parent company that are being proposed to support this effort) and the extent of similarity to the requirements of the task order. The Government will evaluate past performance based upon information submitted by the Past Performance references and may consider other sources. 

### Offerors should provide past performance References to include the following: name, title, agency, telephone, email, contract/order number; contract type; description of work performed, and dollar value. The past performance References information should clearly address currency and relevancy as well as similarity to this task order effort. 

### Offerors must use the attached Past Performance Questionnaire to send to their respective clients/customers to complete and forward directly to ACA/ITEC4, Attn: Alyssa Murray, email: [***Alyssa.Murray@itec4.army.mil***](mailto:Alyssa.Murray@itec4.army.mmil); fax: 703-428-9853, no later than the due date for offers in response to this RFQ.

### In the case of an offeror without a record of relevant past performance or for whom information on past performance is not available, the offeror may not be evaluated favorably or unfavorably on past performance. Currency is considered to be within the last 3 years.

IV\. Price Factor - Price will be evaluated and weighted, but will not
be scored or rated. Price will be evaluated based upon an assessment of
the total price. In addition, the appropriateness of the labor
categories, quantity of labor hours, skill mix, travel/per diem and COTS
will be assessed in determining reasonableness. The Government will
evaluate price based upon the total of the price proposed for the base
period and the price proposed for each of the option periods. The
non-price factors are significantly more important than price in the
best value determination.

ATTACHMENT 5: INSTRUCTIONS TO OFFERORS:

# A. PRICE PROPOSALS\--

1.  Price Proposals shall address the Evaluation Criteria Price Factor.

2.  Offerors shall propose a Time and Materials (T&M) type proposal for
    this task order.

3.  Offers shall propose GSA Schedule 70 (IT/SIN 132-51). Offers shall
    include a copy of their GSA Schedule Contract (web link or PDF
    acceptable).

4.  The period of performance will be February 27, 2006 to January 26,
    2007 for the 11-month Base period and January 27, 2007 to January
    26, 2008/9/10/11 for the four 12-month Option periods. Offerors
    shall have current GSA Schedule Contracts that are effective, at
    least through January 28, 2007.

5.  Offerors are encouraged to offer the Government substantial labor
    rate and/or volume discounts.

6.  Price Proposals shall include the following information for each of
    the Base and Options:

    a.  Proposed labor categories; fully burdened fixed labor rates (GSA
        and Discount rates); labor hours; and, total price for labor for
        Base and Option periods;

    b.  NTE amounts for Travel/Per Diem and COTS (burdened) for Base and
        Option periods, sufficiently broken down for evaluation
        purposes. Offerors shall include in quote the item, price and
        source Schedule, if applicable;

    c.  Incidental materials or off Schedule items are limited to NTE
        amount of \$2,500 over the life of the task order, including the
        Base and Option periods combined; and,

    d.  Total Ceiling Price for each of the Base and Option periods,
        with summary sheet for total Base and Option periods.

7.  Offerors may deviate from the estimated hours, which are estimates
    only, but must provide explanation/justification for any differences
    between the offeror's proposals and the estimated hours shown at
    Attachment #3.

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7.  Offerors shall not deviate from the Not-To-Exceed (NTE) amounts for
    Travel/Per Diem and COTS shown at Attachment #3.

8.  Offerors shall provide their Taxpayer Identification Number (TIN).

###### B. TECHNICAL PROPOSALS\--

1.  Technical Proposals shall address the non-price Evaluation Criteria,
    including the minimum-security requirements and Factors A through C.
    Offerors shall address each criterion separately.

2.  Offerors shall provide Security clearance level, SSN, Place of
    Birth, and Full name for individuals proposed to work under the task
    order. All proposed to work under the task order with current Top
    Secret (TS) clearance status. Offerors shall provide applicable CAGE
    Code and addresses for secured facility to be reflected on the DD
    Form 254. If an individual was not born in the U.S., the offeror
    shall provide a statement that indicates that the individual is a
    citizen of the U.S.

3.  Offerors shall provide historical data regarding the retention rate
    of personnel, on individual contracts, performing DoD contracts for
    analytical services over the last three (3) years.

4.  Offerors shall include a Quality Control Plan (QCP) that addresses
    the Quality Assurance Surveillance Plan (QASP).

5.  Offerors may submit additional performance metrics that objectively
    measure performance, to include performance levels and criteria to
    achieve those levels. The contractor shall propose only financial
    disincentives that will be applied based on performance, and address
    the level of performance required to avoid the disincentive(s).

6.  Technical proposals shall include resumes for all proposed
    personnel. For personnel that are not currently employed by the
    offeror, a Letter of Intent shall be provided.

7.  Technical proposals shall include chart with proposed personnel
    assignments per PWS.

8.  All offerors shall use the Past Performance Questionnaire and submit
    with offeror provided references/points of contacts directly to the
    ACA/ITEC4 Contracting Officer.

ATTACHMENT 6: FAR AND DFAR CLAUSES INCORPORATED IN FULL TEXT---

I. FAR 52.237-3 CONTINUITY OF SERVICES (JAN 1991)

\(a\) The Contractor recognizes that the services under this contract
are vital to the Government and must be continued without interruption
and that, upon contract expiration, a successor, either the Government
or another contractor, may continue them. The Contractor agrees to (1)
furnish phase-in training and (2) exercise its best efforts and
cooperation to effect an orderly and efficient transition to a
successor.

\(b\) The Contractor shall, upon the Contracting Officer\'s written
notice, (1) furnish phase-in, phase-out services for up to 90 days after
this contract expires and (2) negotiate in good faith a plan with a
successor to determine the nature and extent of phase-in, phase-out
services required. The plan shall specify a training program and a date
for transferring responsibilities for each division of work described in
the plan, and shall be subject to the Contracting Officer\'s approval.
The Contractor shall provide sufficient experienced personnel during the
phase-in, phase-out period to ensure that the services called for by
this contract are maintained at the required level of proficiency.

\(c\) The Contractor shall allow as many personnel as practicable to
remain on the job to help the successor maintain the continuity and
consistency of the services required by this contract. The Contractor
also shall disclose necessary personnel records and allow the successor
to conduct onsite interviews with these employees. If selected employees
are agreeable to the change, the Contractor shall release them at a
mutually agreeable date and negotiate transfer of their earned fringe
benefits to the successor.

\(d\) The Contractor shall be reimbursed for all reasonable phase-in,
phase-out costs (i.e., costs incurred within the agreed period after
contract expiration that result from phase-in, phase-out operations) and
a fee (profit) not to exceed a pro rata portion of the fee (profit)
under this contract. (End of clause)

II\. DFARS 252.227-7013 Rights in Technical Data\--Noncommercial Items
(NOV 1995).

> \(a\) Definitions. As used in this clause:
>
> \(1\) "Computer data base" means a collection of data recorded in a
> form capable of being processed by a computer. The term does not
> include computer software.
>
> \(2\) "Computer program" means a set of instructions, rules, or
> routines recorded in a form that is capable of causing a computer to
> perform a specific operation or series of operations.
>
> \(3\) "Computer software" means computer programs, source code, source
> code listings, object code listings, design details, algorithms,
> processes, flow charts, formulae and related material that would
> enable the software to be reproduced, recreated, or recompiled.
> Computer software does not include computer data bases or computer
> software documentation.
>
> \(4\) "Computer software documentation" means owner\'s manuals,
> user\'s manuals, installation instructions, operating instructions,
> and other similar items, regardless of storage medium, that explain
> the capabilities of the computer software or provide instructions for
> using the software.
>
> \(5\) "Detailed manufacturing or process data" means technical data
> that describe the steps, sequences, and conditions of manufacturing,
> processing or assembly used by the manufacturer to produce an item or
> component or to perform a process.
>
> \(6\) "Developed" means that an item, component, or process exists and
> is workable. Thus, the item or component must have been constructed or
> the process practiced. Workability is generally established when the
> item, component, or process has been analyzed or tested sufficiently
> to demonstrate to reasonable people skilled in the applicable art that
> there is a high probability that it will operate as intended. Whether,
> how much, and what type of analysis or testing is required to
> establish workability depends on the nature of the item, component, or
> process, and the state of the art. To be considered "developed," the
> item, component, or process need not be at the stage where it could be
> offered for sale or sold on the commercial market, nor must the item,
> component, or process be actually reduced to practice within the
> meaning of Title 35 of the United States Code.
>
> \(7\) "Developed exclusively at private expense" means development was
> accomplished entirely with costs charged to indirect cost pools, costs
> not allocated to a Government contract, or any combination thereof.
>
> \(i\) Private expense determinations should be made at the lowest
> practicable level.
>
> \(ii\) Under fixed-price contracts, when total costs are greater than
> the firm-fixed-price or ceiling price of the contract, the additional
> development costs necessary to complete development shall not be
> considered when determining whether development was at Government,
> private, or mixed expense.
>
> \(8\) "Developed exclusively with Government funds" means development
> was not accomplished exclusively or partially at private expense.
>
> \(9\) "Developed with mixed funding" means development was
> accomplished partially with costs charged to indirect cost pools
> and/or costs not allocated to a Government contract, and partially
> with costs charged directly to a Government contract.
>
> \(10\) "Form, fit, and function data" means technical data that
> describes the required overall physical, functional, and performance
> characteristics (along with the qualification requirements, if
> applicable) of an item, component, or process to the extent necessary
> to permit identification of physically and functionally
> interchangeable items.
>
> \(11\) "Government purpose" means any activity in which the United
> States Government is a party, including cooperative agreements with
> international or multi-national defense organizations, or sales or
> transfers by the United States Government to foreign Governments or
> international organizations. Government purposes include competitive
> procurement, but do not include the rights to use, modify, reproduce,
> release, perform, display, or disclose technical data for commercial
> purposes or authorize others to do so.
>
> \(12\) "Government purpose rights" means the rights to---
>
> \(i\) Use, modify, reproduce, release, perform, display, or disclose
> technical data within the Government without restriction; and
>
> \(ii\) Release or disclose technical data outside the Government and
> authorize persons to whom release or disclosure has been made to use,
> modify, reproduce, release, perform, display, or disclose that data
> for United States Government purposes.
>
> \(13\) "Limited rights" means the rights to use, modify, reproduce,
> release, perform, display, or disclose technical data, in whole or in
> part, within the Government. The Government may not, without the
> written permission of the party asserting limited rights, release or
> disclose the technical data outside the Government, use the technical
> data for manufacture, or authorize the technical data to be used by
> another party, except that the Government may reproduce, release or
> disclose such data or authorize the use or reproduction of the data by
> persons outside the Government if reproduction, release, disclosure,
> or use is---
>
> \(i\) Necessary for emergency repair and overhaul; or
>
> \(ii\) A release or disclosure of technical data (other than detailed
> manufacturing or process data) to, or use of such data by, a foreign
> Government that is in the interest of the Government and is required
> for evaluation or informational purposes;
>
> \(iii\) Subject to a prohibition on the further reproduction, release,
> disclosure, or use of the technical data; and
>
> \(iv\) The contractor or subcontractor asserting the restriction is
> notified of such reproduction, release, disclosure, or use.
>
> \(14\) "Technical data" means recorded information, regardless of the
> form or method of the recording, of a scientific or technical nature
> (including computer software documentation). The term does not include
> computer software or data incidental to contract administration, such
> as financial and/or management information.
>
> \(15\) "Unlimited rights" means rights to use, modify, reproduce,
> perform, display, release, or disclose technical data in whole or in
> part, in any manner, and for any purpose whatsoever, and to have or
> authorize others to do so.
>
> \(b\) Rights in technical data. The Contractor grants or shall obtain
> for the Government the following royalty free, world-wide,
> nonexclusive, irrevocable license rights in technical data other than
> computer software documentation (see the Rights in Noncommercial
> Computer Software and Noncommercial Computer Software Documentation
> clause of this contract for rights in computer software
> documentation):
>
> \(1\) [Unlimited rights]{.underline}. The Government shall have
> unlimited rights in technical data that are---
>
> \(i\) Data pertaining to an item, component, or process, which has
> been or will be developed exclusively with Government funds;
>
> \(ii\) Studies, analyses, test data, or similar data produced for this
> contract, when the study, analysis, test, or similar work was
> specified as an element of performance;
>
> \(iii\) Created exclusively with Government funds in the performance
> of a contract that does not require the development, manufacture,
> construction, or production of items, components, or processes;
>
> \(iv\) Form, fit, and function data;
>
> \(v\) Necessary for installation, operation, maintenance, or training
> purposes (other than detailed manufacturing or process data);
>
> \(vi\) Corrections or changes to technical data furnished to the
> Contractor by the Government;
>
> \(vii\) Otherwise publicly available or have been released or
> disclosed by the Contractor or subcontractor without restrictions on
> further use, release or disclosure, other than a release or disclosure
> resulting from the sale, transfer, or other assignment of interest in
> the technical data to another party or the sale or transfer of some or
> all of a business entity or its assets to another party;
>
> \(viii\) Data in which the Government has obtained unlimited rights
> under another Government contract or as a result of negotiations; or
>
> \(ix\) Data furnished to the Government, under this or any other
> Government contract or subcontract hereunder, with---
>
> \(A\) Government purpose license rights or limited rights and the
> restrictive condition(s) has/have expired; or
>
> \(B\) Government purpose rights and the Contractor\'s exclusive right
> to use such data for commercial purposes have expired.
>
> \(2\) [Government purpose rights]{.underline}.
>
> \(i\) The Government shall have Government purpose rights for a
> five-year period, or such other period as may be negotiated, in
> technical data---
>
> \(A\) That pertain to items, components, or processes developed with
> mixed funding except when the Government is entitled to unlimited
> rights in such data as provided in paragraphs (b)(ii) and (b)(iv)
> through (b)(ix) of this clause; or
>
> \(B\) Created with mixed funding in the performance of a contract that
> does not require the development, manufacture, construction, or
> production of items, components, or processes.
>
> \(ii\) The five-year period, or such other period as may have been
> negotiated, shall commence upon execution of the contract,
> subcontract, letter contract (or similar contractual instrument),
> contract modification, or option exercise that required development of
> the items, components, or processes or creation of the data described
> in paragraph (b)(2)(i)(B) of this clause. Upon expiration of the
> five-year or other negotiated period, the Government shall have
> unlimited rights in the technical data.
>
> \(iii\) The Government shall not release or disclose technical data in
> which it has Government purpose rights unless---
>
> \(A\) Prior to release or disclosure, the intended recipient is
> subject to the non-disclosure agreement at 227.7103-7 of the Defense
> Federal Acquisition Regulation Supplement (DFARS); or
>
> \(B\) The recipient is a Government contractor receiving access to the
> data for performance of a Government contract that contains the clause
> at DFARS 252.227-7025, Limitations on the Use or Disclosure of
> Government-Furnished Information Marked with Restrictive Legends.
>
> \(iv\) The Contractor has the exclusive right, including the right to
> license others, to use technical data in which the Government has
> obtained Government purpose rights under this contract for any
> commercial purpose during the time period specified in the Government
> purpose rights legend prescribed in paragraph (f)(2) of this clause.
>
> \(3\) [Limited rights]{.underline}.

i.  Except as provided in paragraphs (b)(1)(ii) and (b)(1)(iv) through
    (b)(1)(ix) of this clause, the Government shall have limited rights
    in technical data---

> \(A\) Pertaining to items, components, or processes developed
> exclusively at private expense and marked with the limited rights
> legend prescribed in paragraph (f) of this clause; or
>
> \(B\) Created exclusively at private expense in the performance of a
> contract that does not require the development, manufacture,
> construction, or production of items, components, or processes.
>
> \(ii\) The Government shall require a recipient of limited rights data
> for emergency repair or overhaul to destroy the data and all copies in
> its possession promptly following completion of the emergency
> repair/overhaul and to notify the Contractor that the data have been
> destroyed.
>
> \(iii\) The Contractor, its subcontractors, and suppliers are not
> required to provide the Government additional rights to use, modify,
> reproduce, release, perform, display, or disclose technical data
> furnished to the Government with limited rights. However, if the
> Government desires to obtain additional rights in technical data in
> which it has limited rights, the Contractor agrees to promptly enter
> into negotiations with the Contracting Officer to determine whether
> there are acceptable terms for transferring such rights. All technical
> data in which the Contractor has granted the Government additional
> rights shall be listed or described in a license agreement made part
> of the contract. The license shall enumerate the additional rights
> granted the Government in such data.
>
> \(4\) [Specifically negotiated license rights]{.underline}. The
> standard license rights granted to the Government under paragraphs
> (b)(1) through (b)(3) of this clause, including the period during
> which the Government shall have Government purpose rights in technical
> data, may be modified by mutual agreement to provide such rights as
> the parties consider appropriate but shall not provide the Government
> lesser rights than are enumerated in paragraph (a)(13) of this clause.
> Any rights so negotiated shall be identified in a license agreement
> made part of this contract.
>
> \(5\) [Prior Government rights]{.underline}. Technical data that will
> be delivered, furnished, or otherwise provided to the Government under
> this contract, in which the Government has previously obtained rights
> shall be delivered, furnished, or provided with the pre-existing
> rights, unless---
>
> \(i\) The parties have agreed otherwise; or
>
> \(ii\) Any restrictions on the Government\'s rights to use, modify,
> reproduce, release, perform, display, or disclose the data have
> expired or no longer apply.
>
> \(6\) [Release from liability]{.underline}. The Contractor agrees to
> release the Government from liability for any release or disclosure of
> technical data made in accordance with paragraph (a)(13) or
> (b)(2)(iii) of this clause, in accordance with the terms of a license
> negotiated under paragraph (b)(4) of this clause, or by others to whom
> the recipient has released or disclosed the data and to seek relief
> solely from the party who has improperly used, modified, reproduced,
> released, performed, displayed, or disclosed Contractor data marked
> with restrictive legends.
>
> \(c\) Contractor rights in technical data. All rights not granted to
> the Government are retained by the Contractor.
>
> \(d\) Third party copyrighted data. The Contractor shall not, without
> the written approval of the Contracting Officer, incorporate any
> copyrighted data in the technical data to be delivered under this
> contract unless the Contractor is the copyright owner or has obtained
> for the Government the license rights necessary to perfect a license
> or licenses in the deliverable data of the appropriate scope set forth
> in paragraph (b) of this clause, and has affixed a statement of the
> license or licenses obtained on behalf of the Government and other
> persons to the data transmittal document.
>
> \(e\) Identification and delivery of data to be furnished with
> restrictions on use, release, or disclosure.
>
> \(1\) This paragraph does not apply to restrictions based solely on
> copyright.
>
> \(2\) Except as provided in paragraph (e)(3) of this clause, technical
> data that the Contractor asserts should be furnished to the Government
> with restrictions on use, release, or disclosure are identified in an
> attachment to this contract (the Attachment). The Contractor shall not
> deliver any data with restrictive markings unless the data are listed
> on the Attachment.
>
> \(3\) In addition to the assertions made in the Attachment, other
> assertions may be identified after award when based on new information
> or inadvertent omissions unless the inadvertent omissions would have
> materially affected the source selection decision. Such identification
> and assertion shall be submitted to the Contracting Officer as soon as
> practicable prior to the scheduled date for delivery of the data, in
> the following format, and signed by an official authorized to
> contractually obligate the Contractor:

Identification and Assertion of Restrictions on the Government\'s Use,
Release,

or Disclosure of Technical Data.

> The Contractor asserts for itself, or the persons identified below,
> that the Government\'s rights to use, release, or disclose the
> following technical data should be restricted---

  ------------------- ---------------- ----------------- ----------------------
  Technical Data                                         Name of Person

  to be Furnished     Basis for        Asserted Rights   Asserting

  With Restrictions\* Assertion\*\*    Category\*\*\*    Restrictions\*\*\*\*

  (LIST)              (LIST)           (LIST)            (LIST)
  ------------------- ---------------- ----------------- ----------------------

> \*If the assertion is applicable to items, components, or processes
> developed at private expense, identify both the data and each such
> item, component, or process.
>
> \*\*Generally, the development of an item, component, or process at
> private expense, either exclusively or partially, is the only basis
> for asserting restrictions on the Government\'s rights to use,
> release, or disclose technical data pertaining to such items,
> components, or processes. Indicate whether development was exclusively
> or partially at private expense. If development was not at private
> expense, enter the specific reason for asserting that the
> Government\'s rights should be restricted.
>
> \*\*\*Enter asserted rights category (e.g., Government purpose license
> rights from a prior contract, rights in SBIR data generated under
> another contract, limited or Government purpose rights under this or a
> prior contract, or specifically negotiated licenses).
>
> \*\*\*\*Corporation, individual, or other person, as appropriate.

  ---------------------------- --------------------------------------------------------------------
  Date                         \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

  Printed Name and Title       \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

                               \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

  Signature                    \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
  ---------------------------- --------------------------------------------------------------------

(End of identification and assertion)

1.  When requested by the Contracting Officer, the Contractor shall
    provide sufficient information to enable the Contracting Officer to
    evaluate the Contractor\'s assertions. The Contracting Officer
    reserves the right to add the Contractor\'s assertions to the
    Attachment and validate any listed assertion, at a later date, in
    accordance with the procedures of the Validation of Restrictive
    Markings on Technical Data clause of this contract.

> \(f\) Marking requirements. The Contractor, and its subcontractors or
> suppliers, may only assert restrictions on the Government\'s rights to
> use, modify, reproduce, release, perform, display, or disclose
> technical data to be delivered under this contract by marking the
> deliverable data subject to restriction. Except as provided in
> paragraph (f)(5) of this clause, only the following legends are
> authorized under this contract: the Government purpose rights legend
> at paragraph (f)(2) of this clause; the limited rights legend at
> paragraph (f)(3) of this clause; or the special license rights legend
> at paragraph (f)(4) of this clause; and/or a notice of copyright as
> prescribed under 17 U.S.C. 401 or 402.
>
> \(1\) [General marking instructions]{.underline}. The Contractor, or
> its subcontractors or suppliers, shall conspicuously and legibly mark
> the appropriate legend on all technical data that qualify for such
> markings. The authorized legends shall be placed on the transmittal
> document or storage container and, for printed material, each page of
> the printed material containing technical data for which restrictions
> are asserted. When only portions of a page of printed material are
> subject to the asserted restrictions, such portions shall be
> identified by circling, underscoring, with a note, or other
> appropriate identifier. Technical data transmitted directly from one
> computer or computer terminal to another shall contain a notice of
> asserted restrictions. Reproductions of technical data or any portions
> thereof subject to asserted restrictions shall also reproduce the
> asserted restrictions.

(1) [Government purpose rights markings]{.underline}. Data delivered or
    otherwise furnished to the Government with Government purpose rights
    shall be marked as follows:

GOVERNMENT PURPOSE RIGHTS

  ---- ---- ------------ ------------- --- --- --- ---------------------------------- ---
                                                                                      

            Contract No.                                                               

            Contractor                                                                 
            Name                                                                      

            Contractor                                                                 
            Address                                                                   

                                                                                       

            Expiration                                                                 
            Date                                                                      
  ---- ---- ------------ ------------- --- --- --- ---------------------------------- ---

> The Government\'s rights to use, modify, reproduce, release, perform,
> display, or disclose these technical data are restricted by paragraph
> (b)(2) of the Rights in Technical Data---Noncommercial Items clause
> contained in the above identified contract. No restrictions apply
> after the expiration date shown above. Any reproduction of technical
> data or portions thereof marked with this legend must also reproduce
> the markings.

(End of legend)

> \(3\) [Limited rights markings]{.underline}. Data delivered or
> otherwise furnished to the Government with limited rights shall be
> marked with the following legend:

LIMITED RIGHTS

  ---- ---- ------------ ------------- ----- --- ---------------------------------- ---
                                                                                    

            Contract No.                                                             

            Contractor                                                               
            Name                                                                    

            Contractor                                                               
            Address                                                                 

                                                                                     
  ---- ---- ------------ ------------- ----- --- ---------------------------------- ---

> The Government\'s rights to use, modify, reproduce, release, perform,
> display, or disclose these technical data are restricted by paragraph
> (b)(3) of the Rights in Technical Data\--Noncommercial Items clause
> contained in the above identified contract. Any reproduction of
> technical data or portions thereof marked with this legend must also
> reproduce the markings. Any person, other than the Government, who has
> been provided access to such data must promptly notify the above named
> Contractor.

(End of legend)

> \(4\) [Special license rights markings]{.underline}.

(i) Data in which the Government\'s rights stem from a specifically
    negotiated license shall be marked with the following legend:

SPECIAL LICENSE RIGHTS

  -----------------------------------------------------------------------
  The Government\'s rights to use, modify, reproduce, release, perform,
  display, or disclose these data are restricted by Contract No.
  \_\_\_\_\_(Insert contract number)\_\_\_\_, License No. \_\_\_\_(Insert
  license identifier)\_\_\_\_. Any reproduction of technical data or
  portions thereof marked with this legend must also reproduce the
  markings.

  -----------------------------------------------------------------------

(End of legend)

> \(ii\) For purposes of this clause, special licenses do not include
> Government purpose license rights acquired under a prior contract (see
> paragraph (b)(5) of this clause).
>
> \(5\) [Pre-existing data markings]{.underline}. If the terms of a
> prior contract or license permitted the Contractor to restrict the
> Government\'s rights to use, modify, reproduce, release, perform,
> display, or disclose technical data deliverable under this contract,
> and those restrictions are still applicable, the Contractor may mark
> such data with the appropriate restrictive legend for which the data
> qualified under the prior contract or license. The marking procedures
> in paragraph (f)(1) of this clause shall be followed.
>
> \(g\) Contractor procedures and records. Throughout performance of
> this contract, the Contractor and its subcontractors or suppliers that
> will deliver technical data with other than unlimited rights, shall---

(1) Have, maintain, and follow written procedures sufficient to assure
    that restrictive markings are used only when authorized by the terms
    of this clause; and

> \(2\) Maintain records sufficient to justify the validity of any
> restrictive markings on technical data delivered under this contract.
>
> \(h\) Removal of unjustified and nonconforming markings.
>
> \(1\) [Unjustified technical data markings]{.underline}. The rights
> and obligations of the parties regarding the validation of restrictive
> markings on technical data furnished or to be furnished under this
> contract are contained in the Validation of Restrictive Markings on
> Technical Data clause of this contract. Notwithstanding any provision
> of this contract concerning inspection and acceptance, the Government
> may ignore or, at the Contractor\'s expense, correct or strike a
> marking if, in accordance with the procedures in the Validation of
> Restrictive Markings on Technical Data clause of this contract, a
> restrictive marking is determined to be unjustified.
>
> \(2\) [Nonconforming technical data markings]{.underline}. A
> nonconforming marking is a marking placed on technical data delivered
> or otherwise furnished to the Government under this contract that is
> not in the format authorized by this contract. Correction of
> nonconforming markings is not subject to the Validation of Restrictive
> Markings on Technical Data clause of this contract. If the Contracting
> Officer notifies the Contractor of a nonconforming marking and the
> Contractor fails to remove or correct such marking within sixty days,
> the Government may ignore or, at the Contractor\'s expense, remove or
> correct any nonconforming marking.
>
> \(i\) Relation to patents. Nothing contained in this clause shall
> imply a license to the Government under any patent or be construed as
> affecting the scope of any license or other right otherwise granted to
> the Government under any patent.
>
> \(j\) Limitation on charges for rights in technical data.
>
> \(1\) The Contractor shall not charge to this contract any cost,
> including, but not limited to, license fees, royalties, or similar
> charges, for rights in technical data to be delivered under this
> contract when---
>
> \(i\) The Government has acquired, by any means, the same or greater
> rights in the data; or
>
> \(ii\) The data are available to the public without restrictions.
>
> \(2\) The limitation in paragraph (j)(1) of this clause---
>
> \(i\) Includes costs charged by a subcontractor or supplier, at any
> tier, or costs incurred by the Contractor to acquire rights in
> subcontractor or supplier technical data, if the subcontractor or
> supplier has been paid for such rights under any other Government
> contract or under a license conveying the rights to the Government;
> and
>
> \(ii\) Does not include the reasonable costs of reproducing, handling,
> or mailing the documents or other media in which the technical data
> will be delivered.
>
> \(k\) Applicability to subcontractors or suppliers.

(1) The Contractor shall ensure that the rights afforded its
    subcontractors and suppliers under 10 U.S.C. 2320, 10 U.S.C. 2321,
    and the identification, assertion, and delivery processes of
    paragraph (e) of this clause are recognized and protected.

> \(2\) Whenever any technical data for noncommercial items is to be
> obtained from a subcontractor or supplier for delivery to the
> Government under this contract, the Contractor shall use this same
> clause in the subcontract or other contractual instrument, and require
> its subcontractors or suppliers to do so, without alteration, except
> to identify the parties. No other clause shall be used to enlarge or
> diminish the Government\'s, the Contractor\'s, or higher-tier
> subcontractor\'s or supplier\'s rights in a subcontractor\'s or
> supplier\'s technical data.
>
> \(3\) Technical data required to be delivered by a subcontractor or
> supplier shall normally be delivered to the next higher-tier
> contractor, subcontractor, or supplier. However, when there is a
> requirement in the prime contract for data which may be submitted with
> other than unlimited rights by a subcontractor or supplier, then said
> subcontractor or supplier may fulfill its requirement by submitting
> such data directly to the Government, rather than through a
> higher-tier contractor, subcontractor, or supplier.
>
> \(4\) The Contractor and higher-tier subcontractors or suppliers shall
> not use their power to award contracts as economic leverage to obtain
> rights in technical data from their subcontractors or suppliers.
>
> \(5\) In no event shall the Contractor use its obligation to recognize
> and protect subcontractor or supplier rights in technical data as an
> excuse for failing to satisfy its contractual obligation to the
> Government.

(End of clause)

III\. DFARS 252.227-7014 Rights in Noncommercial Computer Software and
Noncommercial Computer Software Documentation (JUN 1995).

> \(a\) Definitions. As used in this clause:
>
> \(1\) "Commercial computer software" means software developed or
> regularly used for non-Governmental purposes which---
>
> \(i\) Has been sold, leased, or licensed to the public;
>
> \(ii\) Has been offered for sale, lease, or license to the public;
>
> \(iii\) Has not been offered, sold, leased, or licensed to the public
> but will be available for commercial sale, lease, or license in time
> to satisfy the delivery requirements of this contract; or
>
> \(iv\) Satisfies a criterion expressed in paragraph (a)(1)(i), (ii),
> or (iii) of this clause and would require only minor modification to
> meet the requirements of this contract.
>
> \(2\) "Computer database" means a collection of recorded data in a
> form capable of being processed by a computer. The term does not
> include computer software.
>
> \(3\) "Computer program" means a set of instructions, rules, or
> routines, recorded in a form that is capable of causing a computer to
> perform a specific operation or series of operations.
>
> \(4\) "Computer software" means computer programs, source code, source
> code listings, object code listings, design details, algorithms,
> processes, flow charts, formulae, and related material that would
> enable the software to be reproduced, recreated, or recompiled.
> Computer software does not include computer databases or computer
> software documentation.
>
> \(5\) "Computer software documentation" means owner\'s manuals,
> user\'s manuals, installation instructions, operating instructions,
> and other similar items, regardless of storage medium, that explain
> the capabilities of the computer software or provide instructions for
> using the software.
>
> \(6\) "Developed" means that---

(i) A computer program has been successfully operated in a computer and
    tested to the extent sufficient to demonstrate to reasonable persons
    skilled in the art that the program can reasonably be expected to
    perform its intended purpose;

> \(ii\) Computer software, other than computer programs, has been
> tested or analyzed to the extent sufficient to demonstrate to
> reasonable persons skilled in the art that the software can reasonably
> be expected to perform its intended purpose; or
>
> \(iii\) Computer software documentation required to be delivered under
> a contract has been written, in any medium, in sufficient detail to
> comply with requirements under that contract.
>
> \(7\) "Developed exclusively at private expense" means development was
> accomplished entirely with costs charged to indirect cost pools, costs
> not allocated to a Government contract, or any combination thereof.
>
> \(i\) Private expense determinations should be made at the lowest
> practicable level.
>
> \(ii\) Under fixed-price contracts, when total costs are greater than
> the firm-fixed-price or ceiling price of the contract, the additional
> development costs necessary to complete development shall not be
> considered when determining whether development was at Government,
> private, or mixed expense.
>
> \(8\) "Developed exclusively with Government funds," means development
> was not accomplished exclusively or partially at private expense.
>
> \(9\) "Developed with mixed funding" means development was
> accomplished partially with costs charged to indirect cost pools
> and/or costs not allocated to a Government contract, and partially
> with costs charged directly to a Government contract.
>
> \(10\) "Government purpose" means any activity in which the United
> States Government is a party, including cooperative agreements with
> international or multi-national defense organizations or sales or
> transfers by the United States Government to foreign Governments or
> international organizations. Government purposes include competitive
> procurement, but do not include the rights to use, modify, reproduce,
> release, perform, display, or disclose computer software or computer
> software documentation for commercial purposes or authorize others to
> do so.
>
> \(11\) "Government purpose rights" means the rights to---
>
> \(i\) Use, modify, reproduce, release, perform, display, or disclose
> computer software or computer software documentation within the
> Government without restriction; and

(ii) Release or disclose computer software or computer software
     documentation outside the Government and authorize persons to whom
     release or disclosure has been made to use, modify, reproduce,
     release, perform, display, or disclose the software or
     documentation for United States Government purposes.

> \(12\) "Minor modification" means a modification that does not
> significantly alter the nongovernmental function or purpose of the
> software or is of the type customarily provided in the commercial
> marketplace.
>
> \(13\) "Noncommercial computer software" means software that does not
> qualify as commercial computer software under paragraph (a)(1) of this
> clause.
>
> \(14\) "Restricted rights" apply only to noncommercial computer
> software and mean the Government\'s rights to---
>
> \(i\) Use a computer program with one computer at one time. The
> program may not be accessed by more than one terminal or central
> processing unit or time shared unless otherwise permitted by this
> contract;
>
> \(ii\) Transfer a computer program to another Government agency
> without the further permission of the Contractor if the transferor
> destroys all copies of the program and related computer software
> documentation in its possession and notifies the licensor of the
> transfer. Transferred programs remain subject to the provisions of
> this clause;
>
> \(iii\) Make the minimum number of copies of the computer software
> required for safekeeping (archive), backup, or modification purposes;
>
> \(iv\) Modify computer software provided that the Government may---
>
> \(A\) Use the modified software only as provided in paragraphs
> (a)(14)(i) and (iii) of this clause; and
>
> \(B\) Not release or disclose the modified software except as provided
> in paragraphs (a)(14)(ii), (v) and (vi) of this clause;
>
> \(v\) Permit contractors or subcontractors performing service
> contracts (see 37.101 of the Federal Acquisition Regulation) in
> support of this or a related contract to use computer software to
> diagnose and correct deficiencies in a computer program, to modify
> computer software to enable a computer program to be combined with,
> adapted to, or merged with other computer programs or when necessary
> to respond to urgent tactical situations, provided that---
>
> \(A\) The Government notifies the party, which has granted restricted
> rights that a release or disclosure to particular contractors or
> subcontractors was made;
>
> \(B\) Such contractors or subcontractors are subject to the use and
> non-disclosure agreement at 227.7103-7 of the Defense Federal
> Acquisition Regulation Supplement (DFARS) or are Government
> contractors receiving access to the software for performance of a
> Government contract that contains the clause at DFARS 252.227-7025,
> Limitations on the Use or Disclosure of Government-Furnished
> Information Marked with Restrictive Legends;
>
> \(C\) The Government shall not permit the recipient to decompile,
> disassemble, or reverse engineer the software, or use software
> decompiled, disassembled, or reverse engineered by the Government
> pursuant to paragraph (a)(14)(iv) of this clause, for any other
> purpose; and
>
> \(D\) Such use is subject to the limitation in paragraph (a)(14)(i) of
> this clause; and
>
> \(vi\) Permit contractors or subcontractors performing emergency
> repairs or overhaul of items or components of items procured under
> this or a related contract to use the computer software when necessary
> to perform the repairs or overhaul, or to modify the computer software
> to reflect the repairs or overhaul made, provided that---
>
> \(A\) The intended recipient is subject to the use and non-disclosure
> agreement at DFARS 227.7103-7 or is a Government contractor receiving
> access to the software for performance of a Government contract that
> contains the clause at DFARS 252.227-7025, Limitations on the Use or
> Disclosure of Government-Furnished Information Marked with Restrictive
> Legends; and
>
> \(B\) The Government shall not permit the recipient to decompile,
> disassemble, or reverse engineer the software, or use software
> decompiled, disassembled, or reverse engineered by the Government
> pursuant to paragraph (a)(14)(iv) of this clause, for any other
> purpose.
>
> \(15\) "Unlimited rights" means rights to use, modify, reproduce,
> release, perform, display, or disclose computer software or computer
> software documentation in whole or in part, in any manner and for any
> purpose whatsoever, and to have or authorize others to do so.
>
> \(b\) Rights in computer software or computer software documentation.
> The Contractor grants or shall obtain for the Government the following
> royalty free, world-wide, nonexclusive, irrevocable license rights in
> noncommercial computer software or computer software documentation.
> All rights not granted to the Government are retained by the
> Contractor.
>
> \(1\) [Unlimited rights]{.underline}. The Government shall have
> unlimited rights in---
>
> \(i\) Computer software developed exclusively with Government funds;
>
> \(ii\) Computer software documentation required to be delivered under
> this contract;
>
> \(iii\) Corrections or changes to computer software or computer
> software documentation furnished to the Contractor by the Government;
>
> \(iv\) Computer software or computer software documentation that is
> otherwise publicly available or has been released or disclosed by the
> Contractor or subcontractor without restriction on further use,
> release or disclosure, other than a release or disclosure resulting
> from the sale, transfer, or other assignment of interest in the
> software to another party or the sale or transfer of some or all of a
> business entity or its assets to another party;
>
> \(v\) Computer software or computer software documentation obtained
> with unlimited rights under another Government contract or as a result
> of negotiations; or
>
> \(vi\) Computer software or computer software documentation furnished
> to the Government, under this or any other Government contract or
> subcontract hereunder with---
>
> \(A\) Restricted rights in computer software, limited rights in
> technical data, or Government purpose license rights and the
> restrictive conditions have expired; or
>
> \(B\) Government purpose rights and the Contractor\'s exclusive right
> to use such software or documentation for commercial purposes have
> expired.
>
> \(2\) [Government purpose rights]{.underline}.

(i) Except as provided in paragraph (b)(1) of this clause, the
    Government shall have Government purpose rights in computer software
    developed with mixed funding.

> \(ii\) Government purpose rights shall remain in effect for a period
> of five years unless a different period has been negotiated. Upon
> expiration of the five-year or other negotiated period, the Government
> shall have unlimited rights in the computer software or computer
> software documentation. The Government purpose rights period shall
> commence upon execution of the contract, subcontract, letter contract
> (or similar contractual instrument), contract modification, or option
> exercise that required development of the computer software.
>
> \(iii\) The Government shall not release or disclose computer software
> in which it has Government purpose rights to any other person
> unless---
>
> \(A\) Prior to release or disclosure, the intended recipient is
> subject to the use and non-disclosure agreement at DFARS 227.7103-7;
> or
>
> \(B\) The recipient is a Government contractor receiving access to the
> software or documentation for performance of a Government contract
> that contains the clause at DFARS 252.227-7025, Limitations on the Use
> or Disclosure of Government Furnished Information Marked with
> Restrictive Legends.
>
> \(3\) [Restricted rights]{.underline}.
>
> \(i\) The Government shall have restricted rights in noncommercial
> computer software required to be delivered or otherwise provided to
> the Government under this contract that were developed exclusively at
> private expense.
>
> \(ii\) The Contractor, its subcontractors, or suppliers are not
> required to provide the Government additional rights in noncommercial
> computer software delivered or otherwise provided to the Government
> with restricted rights. However, if the Government desires to obtain
> additional rights in such software, the Contractor agrees to promptly
> enter into negotiations with the Contracting Officer to determine
> whether there are acceptable terms for transferring such rights. All
> noncommercial computer software in which the Contractor has granted
> the Government additional rights shall be listed or described in a
> license agreement made part of the contract (see paragraph (b)(4) of
> this clause). The license shall enumerate the additional rights
> granted the Government.
>
> \(4\) [Specifically negotiated license rights]{.underline}.
>
> \(i\) The standard license rights granted to the Government under
> paragraphs (b)(1) through (b)(3) of this clause, including the period
> during which the Government shall have Government purpose rights in
> computer software, may be modified by mutual agreement to provide such
> rights as the parties consider appropriate but shall not provide the
> Government lesser rights in computer software than are enumerated in
> paragraph (a)(14) of this clause or lesser rights in computer software
> documentation than are enumerated in paragraph (a)(13) of the Rights
> in Technical Data\--Noncommercial Items clause of this contract.
>
> \(ii\) Any rights so negotiated shall be identified in a license
> agreement made part of this contract.
>
> \(5\) [Prior Government rights]{.underline}. Computer software or
> computer software documentation that will be delivered, furnished, or
> otherwise provided to the Government under this contract, in which the
> Government has previously obtained rights shall be delivered,
> furnished, or provided with the pre-existing rights, unless---
>
> \(i\) The parties have agreed otherwise; or
>
> \(ii\) Any restrictions on the Government\'s rights to use, modify,
> reproduce, release, perform, display, or disclose the data have
> expired or no longer apply.
>
> \(6\) [Release from liability]{.underline}. The Contractor agrees to
> release the Government from liability for any release or disclosure of
> computer software made in accordance with paragraph (a)(14) or
> (b)(2)(iii) of this clause, in accordance with the terms of a license
> negotiated under paragraph (b)(4) of this clause, or by others to whom
> the recipient has released or disclosed the software, and to seek
> relief solely from the party who has improperly used, modified,
> reproduced, released, performed, displayed, or disclosed Contractor
> software marked with restrictive legends.
>
> \(c\) Rights in derivative computer software or computer software
> documentation. The Government shall retain its rights in the unchanged
> portions of any computer software or computer software documentation
> delivered under this contract that the Contractor uses to prepare, or
> includes in, derivative computer software or computer software
> documentation.
>
> \(d\) Third party copyrighted computer software or computer software
> documentation.
>
> The Contractor shall not, without the written approval of the
> Contracting Officer, incorporate any copyrighted computer software or
> computer software documentation in the software or documentation to be
> delivered under this contract unless the Contractor is the copyright
> owner or has obtained for the Government the license rights necessary
> to perfect a license or licenses in the deliverable software or
> documentation of the appropriate scope set forth in paragraph (b) of
> this clause, and prior to delivery of such---
>
> \(1\) Computer software, has provided a statement of the license
> rights obtained in a form acceptable to the Contracting Officer; or
>
> \(2\) Computer software documentation, has affixed to the transmittal
> document a statement of the license rights obtained.
>
> \(e\) Identification and delivery of computer software and computer
> software documentation to be furnished with restrictions on use,
> release, or disclosure.
>
> \(1\) This paragraph does not apply to restrictions based solely on
> copyright.
>
> \(2\) Except as provided in paragraph (e)(3) of this clause, computer
> software that the Contractor asserts should be furnished to the
> Government with restrictions on use, release, or disclosure is
> identified in an attachment to this contract (the Attachment). The
> Contractor shall not deliver any software with restrictive markings
> unless the software is listed on the Attachment.
>
> \(3\) In addition to the assertions made in the Attachment, other
> assertions may be identified after award when based on new information
> or inadvertent omissions unless the inadvertent omissions would have
> materially affected the source selection decision. Such identification
> and assertion shall be submitted to the Contracting Officer as soon as
> practicable prior to the scheduled date for delivery of the software,
> in the following format, and signed by an official authorized to
> contractually obligate the Contractor:

Identification and Assertion of Restrictions on the Government\'s Use,
Release, or Disclosure of Computer Software.

> The Contractor asserts for itself, or the persons identified below,
> that the Government\'s rights to use, release, or disclose the
> following computer software should be restricted:

  -------------------- ---------------- ---------------- ----------------------
  Computer Software                                      Name of Person

  to be Furnished      Basis for        Asserted Rights  Asserting

  With Restrictions\*  Assertion\*\*    Category\*\*\*   Restrictions\*\*\*\*

  (LIST)               (LIST)           (LIST)           (LIST)
  -------------------- ---------------- ---------------- ----------------------

> \*Generally, development at private expense, either exclusively or
> partially, is the only basis for asserting restrictions on the
> Government\'s rights to use, release, or disclose computer software.
>
> \*\*Indicate whether development was exclusively or partially at
> private expense. If development was not at private expense, enter the
> specific reason for asserting that the Government\'s rights should be
> restricted.
>
> \*\*\*Enter asserted rights category (e.g., restricted or Government
> purpose rights in computer software, Government purpose license rights
> from a prior contract, rights in SBIR software generated under another
> contract, or specifically negotiated licenses).
>
> \*\*\*\*Corporation, individual, or other person, as appropriate.

  ------------------------------- --------------------------------------------------------------
  Date                            \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

  Printed Name and Title          \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

                                  \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

  Signature                       \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
  ------------------------------- --------------------------------------------------------------

(End of identification and assertion)

> \(4\) When requested by the Contracting Officer, the Contractor shall
> provide sufficient information to enable the Contracting Officer to
> evaluate the Contractor\'s assertions. The Contracting Officer
> reserves the right to add the Contractor\'s assertions to the
> Attachment and validate any listed assertion, at a later date, in
> accordance with the procedures of the Validation of Asserted
> Restrictions---Computer Software clause of this contract.
>
> \(f\) Marking requirements. The Contractor, and its subcontractors or
> suppliers, may only assert restrictions on the Government\'s rights to
> use, modify, reproduce, release, perform, display, or disclose
> computer software by marking the deliverable software or documentation
> subject to restriction. Except as provided in paragraph (f)(5) of this
> clause, only the following legends are authorized under this contract:
> the Government purpose rights legend at paragraph (f)(2) of this
> clause; the restricted rights legend at paragraph (f)(3) of this
> clause; or the special license rights legend at paragraph (f)(4) of
> this clause; and/or a notice of copyright as prescribed under 17
> U.S.C. 401 or 402.
>
> \(1\) [General marking instructions]{.underline}. The Contractor, or
> its subcontractors or suppliers, shall conspicuously and legibly mark
> the appropriate legend on all computer software that qualify for such
> markings. The authorized legends shall be placed on the transmittal
> document or software storage container and each page, or portions
> thereof, of printed material containing computer software for which
> restrictions are asserted. Computer software transmitted directly from
> one computer or computer terminal to another shall contain a notice of
> asserted restrictions.
>
> However, instructions that interfere with or delay the operation of
> computer software in order to display a restrictive rights legend or
> other license statement at any time prior to or during use of the
> computer software, or otherwise cause such interference or delay,
> shall not be inserted in software that will or might be used in combat
> or situations that simulate combat conditions, unless the Contracting
> Officer\'s written permission to deliver such software has been
> obtained prior to delivery. Reproductions of computer software or any
> portions thereof subject to asserted restrictions shall also reproduce
> the asserted restrictions.

(2) [Government purpose rights markings]{.underline}. Computer software
    delivered or otherwise furnished to the Government with Government
    purpose rights shall be marked as follows:

GOVERNMENT PURPOSE RIGHTS

  ---- ---- ------------ ------------- ---- --- --- ---------------------------------- ---
                                                                                       

            Contract No.                                                                

            Contractor                                                                  
            Name                                                                       

            Contractor                                                                  
            Address                                                                    

                                                                                        

            Expiration                                                                  
            Date                                                                       
  ---- ---- ------------ ------------- ---- --- --- ---------------------------------- ---

> The Government\'s rights to use, modify, reproduce, release, perform,
> display, or disclose this software are restricted by paragraph (b)(2)
> of the Rights in Noncommercial Computer Software and Noncommercial
> Computer Software Documentation clause contained in the above
> identified contract. No restrictions apply after the expiration date
> shown above. Any reproduction of the software or portions thereof
> marked with this legend must also reproduce the markings.

(End of legend)

> \(3\) [Restricted rights markings]{.underline}. Software delivered or
> otherwise furnished to the Government with restricted rights shall be
> marked with the following legend:

RESTRICTED RIGHTS

  ---- ---- ------------ ------------- ----- --- ---------------------------------- ---
                                                                                    

            Contract No.                                                             

            Contractor                                                               
            Name                                                                    

            Contractor                                                               
            Address                                                                 

                                                                                     
  ---- ---- ------------ ------------- ----- --- ---------------------------------- ---

> The Government\'s rights to use, modify, reproduce, release, perform,
> display, or disclose this software are restricted by paragraph (b)(3)
> of the Rights in Noncommercial Computer Software and Noncommercial
> Computer Software Documentation clause contained in the above
> identified contract. Any reproduction of computer software or portions
> thereof marked with this legend must also reproduce the markings. Any
> person, other than the Government, who has been provided access to
> such software, must promptly notify the above named Contractor.

(End of legend)

> \(4\) [Special license rights markings]{.underline}.
>
> \(i\) Computer software or computer software documentation in which
> the Government\'s rights stem from a specifically negotiated license
> shall be marked with the following legend:

SPECIAL LICENSE RIGHTS

  -----------------------------------------------------------------------
  The Government\'s rights to use, modify, reproduce, release, perform,
  display, or disclose these data are restricted by Contract No.
  \_\_\_\_\_(Insert contract number)\_\_\_\_, License No. \_\_\_\_(Insert
  license identifier)\_\_\_\_. Any reproduction of computer software,
  computer software documentation, or portions thereof marked with this
  legend must also reproduce the markings.

  -----------------------------------------------------------------------

(End of legend)

> \(ii\) For purposes of this clause, special licenses do not include
> Government purpose license rights acquired under a prior contract (see
> paragraph (b)(5) of this clause).
>
> \(5\) [Pre-existing markings]{.underline}. If the terms of a prior
> contract or license permitted the Contractor to restrict the
> Government\'s rights to use, modify, release, perform, display, or
> disclose computer software or computer software documentation and
> those restrictions are still applicable, the Contractor may mark such
> software or documentation with the appropriate restrictive legend for
> which the software qualified under the prior contract or license. The
> marking procedures in paragraph (f)(1) of this clause shall be
> followed.
>
> \(g\) Contractor procedures and records. Throughout performance of
> this contract, the Contractor and its subcontractors or suppliers that
> will deliver computer software or computer software documentation with
> other than unlimited rights, shall---
>
> \(1\) Have, maintain, and follow written procedures sufficient to
> assure that restrictive markings are used only when authorized by the
> terms of this clause; and
>
> \(2\) Maintain records sufficient to justify the validity of any
> restrictive markings on computer software or computer software
> documentation delivered under this contract.
>
> \(h\) Removal of unjustified and nonconforming markings.
>
> \(1\) [Unjustified computer software or computer software
> documentation markings]{.underline}. The rights and obligations of the
> parties regarding the validation of restrictive markings on computer
> software or computer software documentation furnished or to be
> furnished under this contract are contained in the Validation of
> Asserted Restrictions\--Computer Software and the Validation of
> Restrictive Markings on Technical Data clauses of this contract,
> respectively. Notwithstanding any provision of this contract
> concerning inspection and acceptance, the Government may ignore or, at
> the Contractor\'s expense, correct or strike a marking if, in
> accordance with the procedures of those clauses, a restrictive marking
> is determined to be unjustified.
>
> \(2\) [Nonconforming computer software or computer software
> documentation markings]{.underline}. A nonconforming marking is a
> marking placed on computer software or computer software documentation
> delivered or otherwise furnished to the Government under this contract
> that is not in the format authorized by this contract. Correction of
> nonconforming markings is not subject to the Validation of Asserted
> Restrictions\--Computer Software or the Validation of Restrictive
> Markings on Technical Data clause of this contract.
>
> If the Contracting Officer notifies the Contractor of a nonconforming
> marking or markings and the Contractor fails to remove or correct such
> markings within sixty (60) days, the Government may ignore or, at the
> Contractor\'s expense, remove or correct any nonconforming markings.
>
> \(i\) Relation to patents. Nothing contained in this clause shall
> imply a license to the Government under any patent or be construed as
> affecting the scope of any license or other right otherwise granted to
> the Government under any patent.
>
> \(j\) Limitation on charges for rights in computer software or
> computer software documentation.
>
> \(1\) The Contractor shall not charge to this contract any cost,
> including but not limited to license fees, royalties, or similar
> charges, for rights in computer software or computer software
> documentation to be delivered under this contract when---
>
> \(i\) The Government has acquired, by any means, the same or greater
> rights in the software or documentation; or
>
> \(ii\) The software or documentation is available to the public
> without restrictions.
>
> \(2\) The limitation in paragraph (j)(1) of this clause---
>
> \(i\) Includes costs charged by a subcontractor or supplier, at any
> tier, or costs incurred by the Contractor to acquire rights in
> subcontractor or supplier computer software or computer software
> documentation, if the subcontractor or supplier has been paid for such
> rights under any other Government contract or under a license
> conveying the rights to the Government; and
>
> \(ii\) Does not include the reasonable costs of reproducing, handling,
> or mailing the documents or other media in which the software or
> documentation will be delivered.
>
> \(k\) Applicability to subcontractors or suppliers.
>
> \(1\) Whenever any noncommercial computer software or computer
> software documentation is to be obtained from a subcontractor or
> supplier for delivery to the Government under this contract, the
> Contractor shall use this same clause in its subcontracts or other
> contractual instruments, and require its subcontractors or suppliers
> to do so, without alteration, except to identify the parties. No other
> clause shall be used to enlarge or diminish the Government\'s, the
> Contractor\'s, or a higher tier subcontractor\'s or supplier\'s rights
> in a subcontractor\'s or supplier\'s computer software or computer
> software documentation.
>
> \(2\) The Contractor and higher tier subcontractors or suppliers shall
> not use their power to award contracts as economic leverage to obtain
> rights in computer software or computer software documentation from
> their subcontractors or suppliers.

(3) The Contractor shall ensure that subcontractor or supplier rights
    are recognized and protected in the identification, assertion, and
    delivery processes required by paragraph (e) of this clause.

> \(4\) In no event shall the Contractor use its obligation to recognize
> and protect subcontractor or supplier rights in computer software or
> computer software documentation as an excuse for failing to satisfy
> its contractual obligation to the Government.

(End of clause)

IV\. DFARS 252.227-7017 Identification and Assertion of Use, Release, or
Disclosure Restrictions.

IDENTIFICATION AND ASSERTION OF USE, RELEASE, OR DISCLOSURE RESTRICTIONS
(JUN 1995)

> \(a\) The terms used in this provision are defined in following clause
> or clauses contained in this solicitation---
>
> \(1\) If a successful offeror will be required to deliver technical
> data, the Rights in Technical Data\--Noncommercial Items clause, or,
> if this solicitation contemplates a contract under the Small Business
> Innovative Research Program, the Rights in Noncommercial Technical
> Data and Computer Software\--Small Business Innovative Research (SBIR)
> Program clause.
>
> \(2\) If a successful offeror will not be required to deliver
> technical data, the Rights in Noncommercial Computer Software and
> Noncommercial Computer Software Documentation clause, or, if this
> solicitation contemplates a contract under the Small Business
> Innovative Research Program, the Rights in Noncommercial Technical
> Data and Computer Software\--Small Business Innovative Research (SBIR)
> Program clause.
>
> \(b\) The identification and assertion requirements in this provision
> apply only to technical data, including computer software
> documentation, or computer software to be delivered with other than
> unlimited rights. For contracts to be awarded under the Small Business
> Innovative Research Program, the notification and identification
> requirements do not apply to technical data or computer software that
> will be generated under the resulting contract. Notification and
> identification is not required for restrictions based solely on
> copyright.
>
> \(c\) Offers submitted in response to this solicitation shall
> identify, to the extent known at the time an offer is submitted to the
> Government, the technical data or computer software that the Offeror,
> its subcontractors or suppliers, or potential subcontractors or
> suppliers, assert should be furnished to the Government with
> restrictions on use, release, or disclosure.
>
> \(d\) The Offeror\'s assertions, including the assertions of its
> subcontractors or suppliers or potential subcontractors or suppliers,
> shall be submitted as an attachment to its offer in the following
> format, dated and signed by an official authorized to contractually
> obligate the Offeror:

Identification and Assertion of Restrictions on the Government\'s Use,
Release, or Disclosure of Technical Data or Computer Software.

> The Offeror asserts for itself, or the persons identified below, that
> the Government\'s rights to use, release, or disclose the following
> technical data or computer software should be restricted:

  -------------------- ---------------- ---------------- ----------------------
  Technical Data                                          

  Computer Software                                      Name of Person

  to be Furnished      Basis for        Asserted Rights  Asserting

  With Restrictions\*  Assertion\*\*    Category\*\*\*   Restrictions\*\*\*\*

  (LIST)\*\*\*\*\*     (LIST)           (LIST)           (LIST)
  -------------------- ---------------- ---------------- ----------------------

> \*For technical data (other than computer software documentation)
> pertaining to items, components, or processes developed at private
> expense, identify both the deliverable technical data and each such
> item, component, or process. For computer software or computer
> software documentation identify the software or documentation.
>
> \*\*Generally, development at private expense, either exclusively or
> partially, is the only basis for asserting restrictions. For technical
> data, other than computer software documentation, development refers
> to development of the item, component, or process to which the data
> pertain. The Government\'s rights in computer software documentation
> generally may not be restricted. For computer software, development
> refers to the software. Indicate whether development was accomplished
> exclusively or partially at private expense.
>
> If development was not accomplished at private expense, or for
> computer software documentation, enter the specific basis for
> asserting restrictions.
>
> \*\*\*Enter asserted rights category (e.g., Government purpose license
> rights from a prior contract, rights in SBIR data generated under
> another contract, limited, restricted, or Government purpose rights
> under this or a prior contract, or specially negotiated licenses).
>
> \*\*\*\*Corporation, individual, or other person, as appropriate.
>
> \*\*\*\*\*Enter "none" when all data or software will be submitted
> without restrictions.

  ----------------------------- --------------------------------------------------------------------
  Date                          \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

  Printed Name and Title        \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

                                \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

  Signature                     \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
  ----------------------------- --------------------------------------------------------------------

(End of identification and assertion)

> \(e\) An offeror\'s failure to submit, complete, or sign the
> notification and identification required by paragraph (d) of this
> provision with its offer may render the offer ineligible for award.
>
> \(f\) If the Offeror is awarded a contract, the assertions identified
> in paragraph (d) of this provision shall be listed in an attachment to
> that contract. Upon request by the Contracting Officer, the Offeror
> shall provide sufficient information to enable the Contracting Officer
> to evaluate any listed assertion.

(End of provision)

V. DFAR 252.232-7003 Electronic Submission of Payment Requests (JAN
2004)

> \(a\) Definitions. As used in this clause---
>
> \(1\) "Contract financing payment" and "invoice payment" have the
> meanings given in section 32.001 of the Federal Acquisition
> Regulation.
>
> \(2\) "Electronic form" means any automated system that transmits
> information electronically from the initiating system to all affected
> systems. Facsimile, e-mail, and scanned documents are not acceptable
> electronic forms for submission of payment requests. However, scanned
> documents are acceptable when they are part of a submission of a
> payment request made using one of the electronic forms provided for in
> paragraph (b) of this clause.

(4) "Payment request" means any request for contract financing payment
    or invoice payment submitted by the Contractor under this contract.

> \(b\) Except as provided in paragraph (c) of this clause, the
> Contractor shall submit payment requests using one of the following
> electronic forms:
>
> \(1\) Wide Area WorkFlow-Receipt and Acceptance (WAWF-RA). Information
> regarding WAWF-RA is available on the Internet at
> [https://wawf.eb.mil](https://rmb.ogden.disa.mil/).
>
> \(2\) Web Invoicing System (WInS). Information regarding WInS is
> available on the Internet at
> [https://ecweb.dfas.mil](https://ecweb.dfas.mil/).
>
> \(3\) American National Standards Institute (ANSI) X.12 electronic
> data interchange (EDI) formats.
>
> \(i\) Information regarding EDI formats is available on the Internet
> at [http://www.X12.org](http://www.x12.org/).
>
> \(ii\) EDI implementation guides are available on the Internet at
> <http://www.dfas.mil/ecedi>.
>
> \(4\) Another electronic form authorized by the Contracting Officer.
>
> \(c\) If the Contractor is unable to submit a payment request in
> electronic form, or DoD is unable to receive a payment request in
> electronic form, the Contractor shall submit the payment request using
> a method mutually agreed to by the Contractor, the Contracting
> Officer, the contract administration office, and the payment office.
>
> \(d\) In addition to the requirements of this clause, the Contractor
> shall meet the requirements of the appropriate payment clauses in this
> contract when submitting payment requests. (End of clause)

VI\. VARIANCE IN LABOR HOURS -- TIME AND MATERIALS (T&M) TYPE TASK ORDER
(Local clause)---

a.  This is a Time and Materials (T&M) type task order against the GSA
    Contract \# (TBD) awarded to (TBD).

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a.  The ceiling price of the task order, for purposes of FAR 52.232-7,
    Payments Under Time and Materials or Labor Hour Contracts, is the
    amount of incremental funding obligated under the task order.

b.  The contractor is authorized to vary the labor hours between the
    labor categories, as set forth in this task order, provided the
    variance does not exceed the total amount of labor, subject to the
    ceiling price and approval of the COR.

c.  The contractor is authorized to bill up to the negotiated
    not-to-exceed (NTE) amounts (burdened) set forth in the task order
    (Travel/Per Diem and COTS), subject to the ceiling price and
    approval of the COR.

d.  The DFAS Payment Office is authorized to make payments against the
    contractor's invoices, including any variances in labor hours,
    subject to the ceiling price.

e.  Upon completion of all services and submission of deliverables that
    are found by the COR to be acceptable, the Contracting Officer will
    issue one (1) modification to realign the labor hours to facilitate
    close-out of the task order. The realignment shall not impact the
    total ceiling price of the order. (End of Clause).

VII\. Key Personnel Qualifications (Local clause)---

a\. Personnel assigned to or utilized by the Contractor in the
performance of this task order shall, as a minimum, meet all the
experience, qualifications, security and other requirements, as required
by the task order, and be capable of performing in the same capacity as
the individual being replaced, and in an efficient, reliable, and
professional manner.

b\. Should the Contractor wish to substitute for any of its key
personnel, the Contractor shall submit resumes and security clearance
verification information outlining the relevant qualifications of the
proposed replacement. The replacement key person's relevant
qualifications must be equal to or greater than the prior key person's
relevant qualifications. Personnel shall not be removed from the program
without coordinating with the COR, Task Order Monitor and Contracting
Officer. The Contracting Officer will determine acceptability of all
personnel prior to placement under the task order.

c\. If the Contracting Officer questions the qualifications or
competence of any person performing under the task order, the burden of
proof to sustain that the person is qualified as prescribed herein shall
be upon the Contractor.

d\. The Contractor must have the personnel, organization, and
administrative control necessary to ensure that the services performed
meet all requirements specified in the task order. The work history of
each Contractor employee shall contain experience directly related to
the tasks and functions to be assigned. The Contracting Officer reserves
the right to determine if a given work history contains necessary and
sufficiently detailed, related experience to reasonably ensure the
ability for effective and efficient performance.

VIII\. Invoicing (Local clause)---

The contractor shall email or fax a copy of all invoices to the
Contracting Officer, ACA/ITEC4, at the same time of submission to the
COR for approval. Email: <Alyssa.Murray@itec4.army.mil>; fax:
703-428-9853.

#### 

#### 

#### 

#### IX. FAR 52.217-5 \-- Evaluation of Options (JUL 1990).

Except when it is determined in accordance with FAR 17.206(b) not to be
in the Government's best interests, the Government will evaluate offers
for award purposes by adding the total price for all options to the
total price for the basic requirement. Evaluation of options will not
obligate the Government to exercise the option(s).

(End of Provision)

X. FAR 52.217-9 Option to Extend the Term of the Task Order (MAR 2000)

\(a\) The Government may extend the term of this task order by written
notice to the Contractor within thirty days; provided, that the
Government gives the Contractor a preliminary written notice of its
intent to extend at least sixty days before the task order expires. The
preliminary notice does not commit the Government to an extension.

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

\(c\) The total duration of this task order, including the exercise of
any options under this clause, shall not exceed 59 months. (End of
Clause)

#### 

#### 

ATTACHMENTS INCORPORATED BY REFERENCE ONLY---

ATTACHMENT #7 -- DD FORM 254 (2 pages)(separate attachment)

ATTACHMENT #8 -- PAST PERFORMANCE QUESTIONNAIRE (4 pages)(separate
attachment)