exv10w1



 






Exhibit 10.1



Confidential treatment has been requested for portions of this exhibit. The copy filed herewith
omits the information subject to the confidentiality request. Omissions are designated as [***]. A
complete version of this exhibit has been filed separately with the Securities and Exchange
Commission.




 









 





	 	 	 
	

	 	SUBCONTRACT
 

SUBCONTRACT
NUMBER: S2040823-1

Date: 08/23/04








To:




     Virtual Alert, Inc.




     7748 Herschell Avenue




     La Jolla, CA 92038




      



	 	 	 
	Attention:

	 	[***]
	 

	 	[***]









Ship To:




     Department of Homeland Security




     Science and Technology Directorate




     245 Murray Drive




     Building 410




     Washington, DC 20528




      




     Attention: Dr. Peter Estacio (202) 254-6073




     Fax (202) 254-6169; E-Mail: Peter Estacio@dha.gov









	 	 	 	 	 	 	 
	Project No.	 	Program Manager	 	Performance Period	 	Payment Terms
	1410

	 	Richard Basch
	 	08/23/04 — 02/04/05
	 	5 days after Government pay






	 	 	 	 	 	 	 	 	 	 	 
	Qty	 	Item	 	Description	 	Unit Price	 	Total
	 

	 	 	 	 	 	Services provided in connection with Department of Homeland
Security (DHS) Statement of Work entitles, “BioWatch Staffing,
Communication and Laboratory Data Integration” DHS Order Number
HSHQPA-04-F-00056 under CIO-SP2 Task Authorization Number
DHS-2004-C-2329-T-00, and the DHS-accepted A-TEK technical
proposal dated 09 August 2004 (both attached)	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	1

	 	 	0001	 	 	Base Period: 08/23/04 — 02/04/05:
	 	$[***]
	 	$[***]
	 

	 	 	 	 	 	To develop methods to improve and support the BioWatch Program,
in accordance with this Subcontract.	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	1

	 	 	0002	 	 	Option 1: 02/07/05 — 01/05/06: $[***]	 	 	 	 
	 

	 	 	 	 	 	Continued Support	 	 	 	 
	 

	 	 	 	 	 	To be executed upon receipt of corresponding Government Mod.	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	1

	 	 	0003	 	 	Option 2: 01/09/06 — 12/08/06: $[***]	 	 	 	 
	 

	 	 	 	 	 	Continued Support	 	 	 	 
	 

	 	 	 	 	 	To be executed upon receipt of corresponding Government Mod.	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Total Subcontract Award Amount: $[***]	 	 	 	 








SUBCONTRACT NOTES:




     This Subcontract, effective 23 August 2004, is entered into by and between A-TEK, Inc.,
hereinafter referred to as “A-TEK” or the “Contractor” and Virtual Alert, Inc., hereinafter
referred to as “Subcontractor.”



     WHEREAS, A-TEK and Subcontractor desire to enter into a Subcontract for supplies and/or
service to support A-TEK in performance of Department of Homeland Security Order Number
HSHQPA-04-F00056 under National Institutes of Health CIO-SP2 Contract Number 263-01-D-0084. Task
Authorization Number DHS-2004-C-2329-T-00. The applicable CIO-SP2 contract clauses can be found at
web site http://nitaac.nih.gov.



     NOW, THEREFORE, in consideration of the terms hereinafter agreed to, the mutual promises and
covenants hereinafter set forth, and other good and valuable considerations, the parties A-TEK and
Subcontractor, hereby mutually agree as reflected in the following pages of this Subcontract.



     IN WITNESS WHEREOF, the parties hereto have executed this Subcontract as shown herein.






	 	 	 
	TOTAL

	 	$[***]






A-TEK, Inc.




By: /s/ Debbie Rieger

Name: Debbie Rieger


Title: President

Date: 09/30/04



Virtual Alert, Inc.




By: /s/ Chris Popov

Name:  Chris Popov


Title: Executive Director

Date:  Sept 24, 2004



Page 1 of 14








[***] = Certain information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the omitted portions.




 









 





Table of Contents




	 	 	 	 	 
	A. — AUTHORITY
	 	 	3	 
	B. — SUPPLIES/SERVICES AND PRICE/COST
	 	 	3	 
	B.1 Schedule of Items
	 	 	3	 
	B.1.1. Task 1 - S2040823-1.1- Task Order Management
	 	 	4	 
	B.1.2. Task 2 - S2040823-1.2 - BioWatch Surveillance Team
	 	 	4	 
	B.1.3. Task 3 - S2040823-1.3 - BioWatch Surveillance Team — Surge Capacity
	 	 	5	 
	B.1.4. Task 4 - S2040823-1.4 - BioWatch Surveillance Team Training
	 	 	5	 
	B.1.5. Task 5 - S2040823-1.5 - BioWatch Information Systems Management
	 	 	6	 
	B.1.6. Task 6 - S2040823-1.6 - Administration and Personnel Management
	 	 	6	 
	B.1.7. Task 7 - S2040823-1.7 - BioWatch Operations and Enhancement Review Committee
	 	 	6	 
	B.1.8. Task 8 - S2040823-1.8 - BioWatch Signal Interpretation and Consequence
Management Facilitation
	 	 	7	 
	C. — STATEMENT OF WORK
	 	 	8	 
	D. — PACKAGING AND MARKING
	 	 	8	 
	E. — INSPECTION AND ACCEPTANCE
	 	 	8	 
	E.1 Clauses Incorporated by Reference
	 	 	8	 
	F. — DELIVERIES OR PERFORMANCE
	 	 	9	 
	F.1 Effective Period of the Subcontract
	 	 	9	 
	F.2 Place of Performance
	 	 	9	 
	F.3 Deliverables
	 	 	10	 
	F.4 Clauses Incorporated by Reference
	 	 	11	 
	G. — SUBCONTRACT ADMINISTRATION DATA
	 	 	11	 
	G.1 Technical and Contractual Representatives
	 	 	11	 
	G.2 Closeout
	 	 	12	 
	G.3 Past Performance Evaluation
	 	 	12	 
	G.4 Financial Obligation and Payment
	 	 	13	 
	H. — SUBCONTRACT PROVISIONS
	 	 	13	 
	H.1 Disclosure *
	 	 	13	 
	H.2 Indemnification
	 	 	13	 
	H.3 Non-Waiver of Rights
	 	 	14	 
	H.4 Solicitation for Employment
	 	 	14	 
	H.5 General Relationship *
	 	 	14	 
	H.6 Applicable State Law and Compliance
	 	 	14	 
	H.7 Entire Agreement
	 	 	14	 
	H.8 Conflict of Interest *
	 	 	14	 
	H.9 Conferences
	 	 	15	 
	H.10 Travel *
	 	 	15	 
	H.11 Key Personnel
	 	 	15	 
	H.12 Insurance Schedule *
	 	 	16	 
	H.12.1. Type of Insurance and Minimum Amounts
	 	 	16	 






Page 2 of 14









 






	 	 	 	 	 
	H.12.2. Certificates of Insurance
	 	 	17	 
	H.13 Security *
	 	 	17	 
	H.13.1 Information Technology Systems Security *
	 	 	17	 
	H.14 Government Furnished Equipment, Information or Services *
	 	 	17	 
	H.15 Press Releases *
	 	 	18	 
	H.17 Alternate Dispute Resolution Procedures (ADR)
	 	 	18	 
	H.18 Non-Personal Services *
	 	 	18	 
	H.19 SECTION 508 OF THE REHABILITATION ACT OF 1973 AS AMENDED *
	 	 	19	 
	I — FAR CLAUSES INCORPORATED BY REFERENCE *
	 	 	19	 
	J — LIST OF ATTACHMENTS
	 	 	19	 
	1 - Statement of Work
	 	 	 	 
	2 -
Technical Proposal
	 	 	 	 
	3 - Laboratory Labor Rates
	 	 	 	 
	4 - NITAAC Past Performance Evaluation Report
	 	 	 	 
	5 - FAR/HHSAR Clauses
	 	 	 	 






Page 3 of 14









 




A. — AUTHORITY

The authority for this procurement is under Department of Homeland Security (DHS) Systems
Engineering and Development Office, Order Number HSHQPA-04-F-00056 for “BioWatch Staffing,
Communications, and Laboratory Data Integration” Services under the National Institutes of Health
(NIH) CIO-SP2 Task Order Authorization Number DHS-2004-C-2329-T-00, as issued under A-TEK’s CIO-SP2
NIH, National Information Technology Acquisition and Assessment Center (NITAAC) Contract No.
263-01-D-0084, found in full text at http://nitaac.nih.gov.



B. — SUPPLIES/SERVICES AND PRICE/COST

The Subcontractor, acting as an independent contractor and not as an agent of the Government, shall
furnish all materials, personnel, facilities, support and management necessary to provide the
supplies and services as set forth below as defined in (1) the Statement of Work (SOW) entitled
“BioWatch Staffing, Communication, and Laboratory Data Integration” dated 07/19/04, incorporated as
Attachment 1 to this subcontract; and (2) the technical proposal submitted to DHS 09 August
2004, incorporated as Attachment 2, to this subcontract.



B.1 Schedule of Items

On a Time and Material-(T&M) type Task Order basis, the Subcontractor shall provide a full range of
supplies and services as specified and in accordance with the SOW. Base Period pricing is set
forth below by labor category and by individual SOW Task Number. Option Year pricing has been
calculated using the Base Period times 2 and escalated [***]% per year. Pricing shall be detailed
and provided with the corresponding subcontract exercising each Option Year.



T&M rates are inclusive of all labor, fringe, overhead, G&A, taxes, insurance and profit.
Materials and travel shall be invoiced at cost and supported by receipts for all material costs
exceeding $25. Travel shall be reimbursed in accordance with Section H.10 herein.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Task	 	Description	 	 	Base – 6 mo	 	 	Option Yr 1	 	 	Option Yr 2	 
	1
	 	Contract Level and Task Order Management	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	2
	 	BioWatch Surveillance Team	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	3
	 	BioWatch Surveillance Team- Surge Capacity	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	4
	 	BioWatch Surveillance Team Training	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	5
	 	BioWatch Information Systems Management	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	6
	 	Administration and Personnel Management	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	7
	 	BioWatch Operations &
Enhancement Review Committee	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	8
	 	BioWatch Signal Interpretation
& Consequence Management Facilitation	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	9
	 	BioWatch Research and Study Assistance	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Totals	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	TOTAL VALUE	 	$	[***]	 





The
total funding available for this subcontract is for the Base Period
ONLY for $[***].




A breakdown of each task is provided below. Additional work for any given Task below may be incorporated my subcontract modification as
Work Assignments are provided by DHS.



[***] = Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the omitted portions.




Page 3 of 19









 





B.1.1. Task 1 — S2040823-1.1 — Task Order Management




	 	 	 	 	 	 	 	 	 	 	 
	 	 	CIO-SP2	 	CLIN	 	 	 	T&M	 	Total
	Task Order Position	 	Labor Category	 	No.	 	Hours	 	Rate	 	Price
	[***]

	 	[***]
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	 	[***]
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	 	[***]
	 	[***]
	 	[***]
	 

	 	 	 	 	 	 
	 	 
	 	 
	 

	 	 	 	Subtotal Task 1
	 	[***]
	 	 	 	[***]
	 

	 	 






	 	 	 	 	 	 	 	 	 
	Travel	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]	 	 	 	 
	[***]

	 	[***]
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	[***]

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	 	[***]
	 	[***]	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Total Travel
     NOT TO EXCEED
	 	[***]	 	 	 	 
	Total Subcontract Task 1 – Contract-Level Program Management — Base Period [***]






     Option Year pricing has been calculated using the Base Period times 2 and escalated
[***] % per year.




	 	•	 	Option Year 1 $ [***]
	 
	 	•	 	Option Year 2 $ [***]




[***] = Certain information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the omitted portions.




Page 4 of 19









 





B.1.2. Task 2 — S2040823-1.2 — BioWatch Surveillance Team




	 	 	 	 	 	 	 	 	 	 	 
	 	 	CIO-SP2	 	CLIN	 	 	 	T&M	 	Total
	Task Order Position	 	Labor Category	 	No.	 	Hours	 	Rate	 	Price
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
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	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	Total Subcontract Task 2 – BioWatch Surveillance Team — Base Period	 	$ [***]





Option Year 1 pricing has been calculated using the pricing table of the top [***]
laboratory staff rates for the identified BioWatch cities included as Attachment 3 to
this subcontract and escalated [***] % for Option Year2.





	 	•	 	Option Year 1 $ [***]
	 
	 	•	 	Option Year 2 $ [***]





B.1.3. Task 3 — S2040823-1.3 — BioWatch Surveillance Team – Surge Capacity




	 	 	 	 	 	 	 	 	 	 	 
	 	 	CIO-SP2	 	CLIN	 	 	 	T&M	 	Total
	Task Order Position	 	Labor Category	 	No.	 	Hours	 	Rate	 	Price
	[***]

	 	[***]
	 	[***]
	 	[***]
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	 	[***]
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	 	[***]
	 	[***]
	 	[***]
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	Total Subcontract Task 3 – BioWatch Surveillance Team – Surge Capacity – Base Period	 	$ [***]






     Option Year pricing has been calculated using the Base Period times 2 and escalated
[***] % per year.




	 	•	 	Option Year 1 $ [***]
	 
	 	•	 	Option Year 2 $ [***]




[***] = Certain information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the omitted portions.




Page 5 of 19









 





B.1.4. Task 4 — S2040823-1.4 — BioWatch Surveillance Team Training




	 	 	 	 	 	 	 	 	 	 	 
	 	 	CIO-SP2	 	CLIN	 	 	 	T&M	 	Total
	Task Order Position	 	Labor Category	 	No.	 	Hours	 	Rate	 	Price
	[***]

	 	[***]
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	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	Total Subcontract Task 4 – BioWatch Surveillance Team Training – Base Period	 	$[***]





Option Year pricing has been calculated using the Base Period times 2 and escalated
[***] % per year





	 	•	 	Option Year 1 $ [***]
	 
	 	•	 	Option Year 2 $ [***]





B.1.5. Task 5 — S2040823-1.5 — BioWatch Information Systems Management




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	CIO-SP2	 	CLIN	 	 	 	T&M	 	Total	 	 
	Task Order Position	 	Labor Category	 	No.	 	Hours	 	Rate	 	Price	 	 
	[***]

	 	[***]
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	 	Subtotal Labor Cost
	 	 	 	[***]
	 	 	 	 	 	[***]






	 	 	 	 	 	 	 	 	 
	Other Direct Costs	 	Unit	 	Qty	 	Unit Cost	 	Total Price
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]






			
	Total Subcontract Task 5 – BioWatch Information Systems Management – Base Period
	$[***]





Option Year 1 pricing has been calculated using the pricing table all staff rates for the
identified BioWatch cities included as Attachment 2 to this subcontract and escalated
[***] % for Option Year2.





	 	•	 	Option Year 1 $ [***]
	 
	 	•	 	Option Year 2 $ [***]




[***] = Certain information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the omitted portions.




Page 6 of 19









 





B.1.6. Task 6 — S2040823-1.6 — Administration and Personnel Management



Staff associated with the performance of this Task are funded as part of other Tasks within this
subcontract and not funded separately here.




B.1.7. Task 7 — S2040823-1.7 — BioWatch Operations and Enhancement Review Committee




	 	 	 	 	 	 	 	 	 
	Travel / Meeting Category	 	Item of cost	 	Unit Cost	 	 	 	Total Price
	Airfare

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	Lodging

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	Meals / Catering

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	Meeting Room

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 

	 	 	 	 	 	 
	 	 
	 

	 	 	 	Total Cost Each Meeting
	 	 	 	[***]
	 

	 	 	 	Estimated [***] Meetings
	 	 	 	[***]
	Total Subcontract Task 7 – BioWatch Operations and Enhancement Review Committee – Base Period [***]





Option Year pricing has been calculated using the Base Period times 2 and escalated
[***] % per year.





	 	•	 	Option Year 1 $ [***]
	 
	 	•	 	Option Year 2 $ [***]





B.1.8. Task 8 — S2040823-1.8 — BioWatch Signal Interpretation and Consequence Management Facilitation




	 	 	 	 	 	 	 	 	 	 	 
	 	 	CIO-SP2	 	CLIN	 	 	 	T&M	 	Total
	Task Order Position	 	Labor Category	 	No.	 	Hours	 	Rate	 	Price
	[***]

	 	[***]
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[***] = Certain information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the omitted portions.




Page 7 of 19









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	[***]

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	 	[***]
	 	 	[***]	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	 	[***]	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	 	[***]	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	 	[***]	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	 	[***]	 
	 

	 	 	 	Total Labor Cost
	 	[***]
	 	 	 	 	[***]	 
	Travel
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	 	 	 	 	 	 	 	[***]	 
	[***]

	 	[***]
	 	 	 	 	 	 	 	 	[***]	 
	[***]

	 	[***]
	 	 	 	 	 	 	 	 	[***]	 
	[***]

	 	[***]
	 	 	 	 	 	 	 	 	[***]	 
	[***]

	 	[***]
	 	 	 	 	 	 	 	 	[***]	 
	[***]

	 	[***]
	 	 	 	 	 	 	 	 	[***]	 
	 

	 	Total Travel
	 	NOT TO EXCEED
	 	 	 	 	 	$	[***]	 
	Total Subcontract Task 8 – BioWatch Signal Interpretation and
Consequence Management Facilitation – Base Period	 	$	[***]	





Option Year pricing has been calculated using the Base Period times 2 and escalated
[***] % per year.





	 	•	 	Option Year 1 $ [***]
	 
	 	•	 	Option Year 2 $ [***]





B.1.9. Task 9 — S2040823-1.9 — BioWatch Research and Study Assistance




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Unit	 	Total
	Period	 	Quantity	 	Price	 	Price
	Base

	 	 	1	 	 	[***]
	 	[***]





Option Year pricing has been calculated assuming two studies per Option Year.





	 	•	 	Option Year 1 $ [***]
	 
	 	•	 	Option Year 2 $ [***]




C. — STATEMENT OF WORK

This Subcontract hereby incorporates the full Statement of Work (SOW) entitled “BioWatch Staffing,
Communication, and Laboratory Data Integration” dated 07/19/04, incorporated as Attachment
1 to this subcontract, and the technical proposal submitted to DHS 09 August 2004, incorporated
as Attachment 2 to this subcontract.



[***] = Certain information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the omitted portions.




Page 8 of 19









 







D. — PACKAGING AND MARKING

The Subcontractor shall, through A-TEK, comply with the requirements of the corresponding
requirements of Section 12 of the SOW and Section of D the Prime CIO-SP2 Contract found in full
text at http://nitaac.nih.gov. Packaging and packing of all items for delivery shall be in
accordance with good commercial practice and adequate to assure safe arrival at destination.



E. — INSPECTION AND ACCEPTANCE

The Subcontractor shall, through A-TEK, comply with all requirements of the corresponding Section
13 of the SOW and Section of E the Prime CIO-SP2 Contract found in full text at
http://nitaac.nih.gov. All materials furnished and services performed pursuant hereto
shall be subject to inspection and test by Prime Contractor and its agents and by the Government
client at all times and places, during the period of performance, and in any event before
acceptance.



All deliverables shall be inspected for content, completeness, accuracy and conformance to SOW
requirements by the Contracting Officer’s Technical Representative (COTR). The basis for
acceptance shall be in compliance with the requirements set forth in the Statement of Work, the
Subcontractor’s proposal and other terms and conditions of this Subcontract. Travel and ODCs shall
be accepted upon receipt of proper documentation. Reports, documents and narrative type
deliverables shall be accepted when all discrepancies, errors or other deficiencies identified in
writing by the Government have been corrected. Prime Contractor’s acceptance of the work shall
occur upon successful completion of test and acceptance of the same by the Government.



The Government requires a period not to exceed thirty (30) days after receipt of final deliverable
items for inspection and acceptance or rejection unless otherwise specified by the Government. In
the event that material furnished or services supplied are not performed in accordance with the SOW
requirements, Prime Contractor may require Subcontractor to replace or correct services or
materials.



E.1 Clauses Incorporated by Reference

This Subcontract incorporates one or more FAR clauses by reference with the same force and effect
as if they were given in full text. Where necessary to make the context of these provisions
applicable to this Subcontract, the term “Government” and equivalent phrases shall mean A-TEK, the
term “Contractor” shall mean Subcontractor, and the term “Contract” shall mean this Subcontract.
Where any reference contains alternative clauses, that alternative shall apply to this Subcontract.



FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES




	 	 	 	 	 
	Clause No.	 	Title	 	Date
	52.246-6

	 	Inspection – Time and Materials and Labor Hour
	 	JAN 1984





F. — DELIVERIES OR PERFORMANCE

The Subcontractor shall, through A-TEK, comply with the requirements defined in the Statement of
Work (SOW) entitled “BioWatch Staffing, Communication, and Laboratory Data Integration”
dated 07/19/04, incorporated as Attachment 1 to this subcontract; the technical proposal
submitted to DHS 09 August 2004, incorporated as Attachment 2 to this subcontract, and
Section of F the Prime CIO-SP2 Contract found in full text at http://nitaac.nih.gov.




Page 9 of 19









 




F.1 Effective Period of the Subcontract

This Subcontract shall remain in effect from 08/23/04 through 02/04/05, with two (2) Options with
periods of performance as set forth below, in accordance with the DHS Order to Prime Contractor:





	 	•	 	Base Period: 08/23/04 — 02/04/05
	 
	 	•	 	Option 1: 02/07/05 — 01/05/06
	 
	 	•	 	Option 2: 01/09/06 — 12/08/06




Options shall be executed and funded by Modification when the corresponding Modifications are
issued under the Prime Contract.



F.2 Place of Performance

As stated in Section 7.0 of the SOW, the primary on-site work is to be performed at the local
public health laboratory site, at the Department of Homeland Security location in Washington, D.C.
and at the Contractor’s site as agreed to by DHS. Tasks 2 through 6 take place at the Government’s
designated laboratory site at any designated city within the United States. Representative cities
include:



[***]



In performing work under this Subcontract on a Government installation or in a Government
building, the Subcontractor shall fully comply with rules and regulations of local installation,
city, state and federal laws, regulations and/or ordinances pertinent to performance of the
contractual services required under this contract. Specifically, the contractor shall:





	1.	 	Conform to the specific safety requirements established by the facility;
	 
	2.	 	The Subcontractor and his/her employees shall observe all rules and regulations issued
by the installation’s Senior Official pertaining to fire, safety, sanitation, severe
weather, admission to the installation, conduct not directly addressed in this Subcontract;






	3.	 	Take all reasonable steps and precautions to prevent accidents and preserve the life
and health of themselves, contractor and Government personnel connected in any way with
performance under this contract;






	4.	 	Take such additional immediate precautions as the Prime Contractor and/or Government
may reasonably require for safety and accident prevention purposes; and





[***] = Certain information on this page
has been omitted and filed separately with the Commission. Confidential treatment has been requested
with respect to the omitted portions.



Page 10 of 19










 







	 	5.	 	Conform to all security requirements as directed by the customer and or Prime
Contractor.





F.3 Deliverables

Subcontractor is to provide the deliverables as scheduled in Section 9.0 of the SOW. The
Government requires the delivery of all supplies and/or services ordered under this Subcontract be
made in accordance with the delivery schedule specified below. The place of performance and/or
delivery for all items to be acquired hereunder will be specified by the Government.



	 	 	 	 	 	 	 
	SOW	 	DELIVERABLE	 	DESCRIPTION	 	DUE DATE
	TASK	 	TITLE	 	 	 	 
	1

	 	Status Report
	 	Overall project performance categorized by Work Task.
Milestones, deliverables, and budget information to be
included. To be delivered in MS Word format to the
COTR, Contracting Officer and designated DHS Project
Manager.
	 	Monthly, on

10th
calendar day
	 
	 	 	 	 	 	 
	2

	 	Pilot Site Staffing
	 	Four lab analysts deployed to a DHS BioWatch Pilot Site.
	 	Within 30 days of award
	 
	 	 	 	 	 	 
	2

	 	Core Management

Staffing
	 	All Core Management Staff hired and engaged in
performance of the tasks outlined within this SOW.
	 	Within 30 days of
award
	 
	 	 	 	 	 	 
	3

	 	Surge Capacity

Staffing
	 	Plan Provide DHS BioWatch staff with a surge capacity
staffing plan for select cities. Plan is to be
delivered in MS Word format.
	 	Within 90 days of
award
	 
	 	 	 	 	 	 
	7

	 	Operations and
Enhancement Review
Committee
	 	Convene a BioWatch Operations and Enhancement Review
Committee.
	 	Within 60 days of
award
	 
	 	 	 	 	 	 
	1

	 	In-Process Review
	 	Deliver an In-Process Review and Briefing to key DHS
BioWatch Staff
	 	Within 90 days of
award and every 6
months thereafter
	 
	 	 	 	 	 	 
	4

	 	Updated Training

Material
	 	Provide DHS BioWatch staff with updated training
materials, including developed training exercises and
manuals.
	 	Within 180 days of
award
	 
	 	 	 	 	 	 
	5

	 	Data Integration

Roadmap
	 	Provide DHS BioWatch staff with a roadmap describing
how data and information contained within legacy
systems at the state and local laboratory level will be
integrated with specific BioWatch Information Systems.
To be delivered in electronic media format.
	 	Within 180 days of
award





The Subcontractor shall immediately notify the Prime Contractor in the event the delivery or
performance schedule deviates from the schedule in the SOW or any other schedule implemented by the
Prime Contractor or customer.



F.4 Clauses Incorporated by Reference

This Subcontract incorporates one or more FAR clauses by reference with the same force and effect
as if they were given in full text. Where necessary to make the context of these provisions
applicable to this Subcontract, the term “Government” and equivalent phrases shall mean A-TEK, the
term “Contractor” shall mean Subcontractor, and the term “Contract” shall mean this
Subcontract. Where any reference contains alternative clauses, that alternative shall apply to
this Subcontract.




FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES




Page 11 of 19









 








	 	 	 	 	 
	Clause No.	 	Title	 	Date
	 
	52.242-15
	 	Stop Work Order (for other than Cost Reimbursement

	 	AUG 1989
	52.247-34
	 	F.O.B. Destination

	 	NOV 1991
	52.247-35
	 	F.O.B Destination, Within Consignee’s Premise

	 	APR 1984





G. — Subcontract Administration Data

The paragraphs that follow outline the procedures for administration of the subcontract.



G.1 Technical and Contractual Representatives

When, in the opinion of Subcontractor, technical direction constitutes a change to the Subcontract,
Subcontractor shall notify A-TEK immediately for authorization of such change. The Subcontract
shall be modified to the extent authorized and allowable by Modification to the Prime Contract Task
Order from the Client. Until authorization to proceed with the requested change is received,
Subcontractor shall perform in accordance with the Subcontract as written.




     NO CHANGE SHALL BE BINDING UPON EITHER PARTY UNLESS INCORPORATED IN A WRITTEN MODIFICATION TO
THE SUBCONTRACT AND SIGNED BY AN AUTHORIZED A- TEK REPRESENTATIVE.



	 	 	 	 	 
	 	 	The Contracts Manager for this contract is identified as:
	 

	 	Ms. Debbie Rieger
	 	Telephone No.: (703) 443-6900
	 

	 	602 South King Street, Suite 300
	 	Fax No.: (703) 443-0677
	 

	 	Leesburg, VA 20175
	 	E-mail Address: contracts@a-tek.net
	 
	 	 	 	 
	 	 	The Program
Manager for this contract is identified as:
	 

	 	Mr. Richard Basch
	 	Telephone No.: (703) 443-6900
	 

	 	602 South King Street, Suite 300
	 	Fax No.: (703) 443-0677
	 

	 	Leesburg, VA 20175
	 	E-mail Address: rbasch@a-tek.net





a. Changes. Notwithstanding any other provisions contained elsewhere in the documents of this
Subcontract, an authorized official of the Prime Contractor is the only person authorized to
approve changes in this Subcontract. No changes or deviation from the Statement of Work or any
other provision under this Subcontract shall be effected without a written modification to the
Subcontract executed by an authorized official of the Prime Contractor authorizing such changes.



b. Technical Coordination. All technical coordination shall be within the scope of the
Subcontract and provisions herein. No oral statements of any person whosoever will in any
manner or degree modify or otherwise affect the provisions or intent of this contract.
Technical coordination shall not result in any action that:





	 	(a)	 	Constitutes an assignment of additional work outside the SOW or the funding
document/order.
	 
	 	(b)	 	Constitutes a change as defined in the contract clause entitled “Changes” for
Firm Fixed Price, Time and Material contracts.
	 
	 	(c)	 	Causes an increase in the total contract ceiling, funding document/order price,
or total estimated cost, or the time required for contract or performance.
	 
	 	(d)	 	Changes any of the expressed terms, conditions or specifications of the
Subcontract, or




Page 12 of 19









 






	 	(e)	 	Interferes with the Subcontractor’s right to perform the provisions of the
Subcontract.




G.2 Closeout

When performance is completed, the COTR and the Customer CO sign the acceptance of the final
product or completion statement of effort for all deliveries/tasks issued, ensuring that all
requirements were met, e.g., all deliverables were received and were technically acceptable,
Government Furnished Equipment (GFE) and Government Furnished Information (GFI) have been
appropriately distributed, etc. The final invoice must include a statement that it is the “final
invoice and that all costs have been accounted for and billed.” The subcontract cannot be closed
until all past performance evaluation reports have been completed and received in accordance with
the Prime CIO-SP2 contract.



G.3 Past Performance Evaluation

Standard past performance evaluations are used for all CIO-SP2 Task Orders to monitor and record
overall performance of each Prime Contractor as included herein as Attachment 4, (NITAAC
Prime Contractor Past Performance Evaluation Report). This form must be used to evaluate overall
task order performance on an annual basis and upon Task Order completion. The COTR completes the
NIH form using our electronic system, obtains concurrence from the CO in writing and forwards it to
the Prime Contractor for comment. Contractor comments received by the customer within 30 days will
be considered in the final evaluation, and must be included in the evaluation form. Once
contractor comments are incorporated, the form is forwarded by the customer to the CIO-SP2 CO, for
entry into the NIH Past Performance Database. In order for the evaluation to be received on a
timely basis, it is required that the form be forwarded through the system to the CIO-SP2 CO no
later than 60 days after completion of each period and completion of the Prime contract Task Order.
The information collected on the Past Performance Database will be available to all Government
agencies and can be used as a source of information for evaluation of contractor past performance
for future opportunities.



Any disagreement between the Prime Contractor and the CO regarding an evaluation should be referred
to an individual in that customer’s agency one level above the CO, whose decision will be final.
The past performance evaluation report shall be submitted electronically. This information will be
linked to the NIH Contractor Performance System (CPS).




G.4 Financial Obligation and Payment





	 	a.	 	A-TEK’s financial obligation shall not exceed the amount funded by this subcontract.
	 
	 	b.	 	Subcontractor may invoice monthly or bi-monthly (days 1-15 and days 16-31). Invoices
must be received by A-TEK each month for the prior month’s services/deliveries in order to
be included in the current month invoice to the Government. Invoices will be mailed
and marked as an original and three (3) copies. All invoices must reference the Subcontract
Number and the Task Number provided at B.1. Schedule of Items, and identify costs separately
for each SOW Task.
	 
	 	c.	 	Payment shall be made within five (5) business days after A-TEK has received the
Government’s payment.




H. — SUBCONTRACT PROVISIONS

In addition to the provisions and requirements of the SOW and proposal to DHS, the following
provisions shall be applicable to this Subcontract. The provisions marked with an asterisk (“*”)


Page 13 of 19









 






as well as the General Clauses incorporated herein and provided as Attachment 5 to this
Subcontract are compulsory flow down provisions for Subcontractor’s low-tier subcontractors and
vendors providing materials and services under this Subcontract and/or the prime Task Order.



H.1 Disclosure *

A-TEK and its agents and Subcontractor and its agents agree to keep in confidence and to prevent
the disclosure of, to any person or persons outside their respective organizations or any
unauthorized person or persons within such organization, all technical, non-technical and/ or
business information designated in writing or by an appropriate stamp or legend by the disclosing
party to be proprietary, or orally received and indicated at the time of receipt as being
proprietary, provided, however, that neither party shall be liable for disclosure or use of such
data or information if the same:





	 	(a)	 	Was in public domain at the time it was disclosed;

	 
	 	(b)	 	Was known to the party receiving it at the time of receipt;
	 
	 	(c)	 	Is disclosed inadvertently despite the exercise of the same degree of care as the
recipient party takes to preserve or safeguard its own proprietary information;
	 
	 	(d)	 	Is independently developed by the receiving party; or
	 
	 	(e)	 	Becomes known to the party without breach of this Subcontract by the receiving party;
or is disclosed after 2 years from the date of this Subcontract. The 2-year period shall
survive the termination of this Subcontract.




H.2 Indemnification

Contractor and Subcontractor (each, the “Indemnifying Party”) shall indemnify and hold harmless the
other party, its officers and agents( the “Indemnified Party”) to the proportionate extent they are
responsible from and against any liabilities or harm including but not limited to death and/or
damages incurred by the Indemnified Party as a result of the negligence or gross negligence,
willful act, error or omission of the Indemnifying Party in performing in its obligations
hereunder, or as a result of a breach by the Indemnifying Party of its obligations hereunder. In
no event shall the Subcontractor or its vendors of any tier be eligible in Subcontract, tort,
strict liability, warranty, or otherwise, for any special, indirect, incidental, or consequential
damages. The Parties shall promptly notify each other of any claims, which are covered by this
indemnification provision.



H.3 Non-Waiver of Rights

The failure of A-TEK to insist upon strict performance of any of the provisions in the Subcontract
or to exercise any rights or remedies shall not be construed as a waiver of its rights
to assert any of the same or to rely on any such provisions at any time thereafter. The invalidity
in whole or in part of any provision of this Subcontract shall not affect the validity of other
parts hereof.



H.4 Solicitation for Employment

During the term of this Subcontract, neither party shall solicit for employment employees of the
other company who have been directly involved in the activities covered by this Subcontract unless
the respective company’s management has given its prior consent; the employee has voluntarily
terminated from the respective company, and notice of termination is given to the


Page 14 of 19









 






employee or to
the hiring company. This provision shall in no way be construed as to waive any rights and
obligations with respect to employment agreements.



H.5 General Relationship *

Subcontractor agrees that in all matters relating to this Subcontract it shall be acting as an
independent contractor and shall assume and pay all liabilities and perform all obligations,
imposed with respect to the performance of this Subcontract. Subcontractor, its agents and lower
tier providers are solely responsible for the health, safety, and willful act of its employees and
its subcontractors. Subcontractor shall have no right, power, or authority to create any
obligation, expressed or implied, on behalf of A-TEK and/or the Government and shall have no
authority to represent A-TEK in any capacity on its behalf.



H.6 Applicable State Law and Compliance

This Subcontract shall be governed by and construed in accordance with the laws of the Commonwealth
of Virginia. Subcontractor agrees to comply with the applicable provisions of any Federal, State
or local law or ordinance and all orders, rules and regulations issued there under.



H.7 Entire Agreement

Upon acceptance of this Subcontract, Subcontractor agrees that the provisions under this
Subcontract, including all documents incorporated herein by reference, shall constitute the entire
agreement between the parties hereto and supersede all prior agreements relating to the subject
matter hereto. This Subcontract may not be modified or terminated orally, and no modification nor
any claimed waiver of any of the provisions hereof shall be binding unless in writing and
signed by the party against whom such modification or waiver is sought to be enforced.



H.8 Conflict of Interest *

It is understood and agreed that the Subcontractor, under the provisions of this Subcontract, or
through the performance of the Statement of Work made a part of this Subcontract, is neither
obligated nor expected to deliver or provide material or perform work, which will place the
Subcontractor in an Organizational Conflict of Interest, which could serve as a basis for excluding
the Subcontractor from supplying products or services to the National Institutes of Health (NIH) or
other Government agencies. Further, during the course of this Subcontract, the Prime Contractor
will not knowingly unilaterally direct the Subcontractor to perform work, in contravention of the
above understanding. It will be the Subcontractor’s responsibility to identify and promptly inform
A-TEK of any situation in which the potential for or the appearance of an Organizational Conflict
of Interest exists or has the potential to materialize.
However, prior to the execution of any Task Order or amendment thereto, if the Contracting Officer
discerns the potential for an Organizational Conflict of Interest (OCI) insofar as the work to be
performed hereunder is understood to involve the preparation of a complete specification of
materials leading directly, predictably and without delay to a Statement of Work which will be used
in the competitive procurement of a system, the Contracting Officer shall notify the contractor,
and the parties shall mutually take action to resolve any potential OCI. This clause will be
included in any Subcontracts awarded under this contract. This clause does not relieve the
Subcontractor from following up with other contracting offices and their Contracting Officers
regarding potential organizational conflicts involving those procurements.




Page 15 of 19









 







H.9 Conferences

The Prime Contractor may call a conference from time-to-time as deemed necessary to discuss any
phase of performance under the Subcontract. All discussions, problems encountered, solutions
reached, and evaluations made during any conference shall be documented in the next Monthly Program
Status Report for current reporting period. In any case, such reporting shall not, in and of
itself, constitute formal direction to and/or Prime Contractor acceptance of the topics discussed.



H.10 Travel *

The Subcontractor shall comply with the requirements FAR 31.205, the Federal Travel Regulations,
the Prime CIO-SP2 contract, if applicable, and Section 15 of the SOW. It is expressly stipulated
that all travel in conjunction with the Subcontract requires prior approval by the COTR. A-TEK
will not reimburse Subcontractor for travel not properly authorized in advance. A-TEK will apply a
fixed 6% handling fee to all travel costs. Travel expenses over $25 not supported by receipts will
not be reimbursed.



H.11 Key Personnel

Key personnel are those personnel considered to be essential to the performance of the subcontract
as identified by the customer and as stipulated in Section 5 of the SOW. Prior to the replacing of
key personnel, the Subcontractor shall demonstrate to the satisfaction of the Prime Contractor and
COTR that the qualifications of the prospective replacement personnel are equal to or better than
the qualifications of any personnel being replaced.



The Key Personnel for this BioWatch SCLDI Project are as follows:




[***]



[***] = Certain information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the omitted portions.




Page 16 of 19









 




H.12 Insurance Schedule *



All costs associated with insurance requirements shall be borne by the Subcontractor and its
subcontractors at no cost to A-TEK or the Government and in accordance with FAR 52.228-7,
“Insurance Liability to Third Persons.” The Subcontractor shall maintain the types of insurance
and coverage listed below in accordance with FAR 28.307-2 Liability:




     H.12.1. Type of Insurance and Minimum Amounts




	 	a.	 	Worker’s Compensation and Employee Liability. Subcontractor and its
subcontractor’s are required to comply with applicable Federal and state worker’s
compensation and Occupational Disease Statutes. If occupational diseases are not
compensable under those statues, they shall be covered under the employer’s liability
section of the insurance policy, except when contract operations are so co-mingled with
a Subcontractor’s commercial operations that it would not be practical to require this
coverage. Employer’s liability coverage of at least $100,000 shall be required, except
in States with exclusive or monopolistic funds that do not permit worker’s compensation
to be written by private carriers. (See FAR 28.305c for treatment of contracts subject
to the Defense base Act.)
	 
	 	b.	 	General Liability. (1) The Subcontractor and its subcontractor’s shall
maintain bodily injury liability insurance coverage written on the compensative form of
policy of at least $500,000 per occurrence. (2) Property Damage Liability insurance
shall be required only in special circumstances as determined by the agency.
	 
	 	c.	 	Automobile Liability. The Subcontractor and its subcontractor’s shall maintain
automobile liability insurance written on the compensative form of policy. The policy
shall provide for bodily injury and property damage liability covering the operation of
all automobiles used in connection with performing the contract. Policies covering
automobiles operated in the United States shall provide coverage of at least $200,000
per occurrence and $500,000 per occurrence for bodily injury and $20,000 per occurrence
for property damage. The amount of liability coverage on other policies shall be
commensurate with any legal requirements of the locality and sufficient to meet normal
customary claims.
	 
	 	d.	 	Aircraft Public and Passenger Liability. When aircraft are used in connection
with performing the contract, the Subcontractor and its subcontractor’s shall maintain
Aircraft Public and Passenger Liability Insurance. Coverage shall be at least $200,000
pr person and $500,000 per occurrence for bodily injury, other than passenger
liability, and $200,000 per occurrence for property damage. Coverage for passenger
liability bodily injury shall be at least $200,000 multiplied by the number of seats or
passengers, which ever is greater.
	 
	 	e.	 	Vessel Liability. When contract performance involves use of vessels, the
Subcontractor and its subcontractor’s shall maintain, as determined by the agency,
vessel collision liability and protection and indemnity liability insurance.





     H.12.2. Certificates of Insurance




Prior to commencement of any work under this Subcontract, Subcontractor shall furnish Prime
Contractor Certificates of Insurance covering the entire period of performance of



Page 17 of 19









 







this Subcontract, in a format acceptable to Prime Contractor, evidencing the insurance
coverage required in this Agreement and containing the following information:




	 	a.	 	Identify A-TEK, Inc. as an “Additional Insured” with respect to all policies
except Workers’ Compensation and employers’ liability.
	 
	 	b.	 	State that all policies have been endorsed to waive subrogation in favor of
A-TEK, Inc.
	 
	 	c.	 	State that the underwriters agree to provide A-TEK with at least 30 days prior
written notice of any cancellation or material change in the coverage.






In addition, the Subcontractor shall furnish Prime Contractor with revised Certificates of
Insurance covering any and all subsequent extensions to the initial period of performance of
this Subcontract.


H.13 Security *

All individuals working in any laboratory must be certified for that specific laboratory and
cleared to handle “Sensitive” material. As stipulated in Section 10 of the SOW, Subcontractor
staff may be required to possess a “Secret” level clearance for a given task or site as identified
by DHS.




     H.13.1 Information Technology Systems Security *




The security of BioWatch Information Systems must comply with the Department of Homeland
Security — IT Security standards provided at task award. Changes to DHS standards will be
provided as they are adopted, and DHS and the Contractor/Subcontractor Team will determine
through mutual agreement how information systems must evolve to meet new standards.


H.14 Government Furnished Equipment, Information or Services *

Government Furnished Equipment (GFE) and/or Government Furnished Information (GFI) will be provided
in accordance with the SOW Section 11. All equipment and information provided to Subcontractor
shall be used, stored and maintained with the highest standard of care and only in accordance with
the purpose and intent for which it is provided. Subcontractor and its subcontractors are
responsible and liable for Government property in their possession pursuant to FAR 52.245-1 and
52.245-2 as applicable.



H.15 Press Releases *

As required by the CIO-SP2 contract, no news release (including photographs, films, and public
announcements) on any part of the subject matter of this Subcontract or any phase of any program
hereunder shall be made without prior approval of the Prime Contractor and the Government. This
restriction applies to all initial and newly developed marketing materials developed for
presentation to potential Government customers of this contract vehicle.



H.17 Alternate Dispute Resolution Procedures (ADR)





	 	a.	 	Background: Pub. L. 101-552 The Administrative Dispute resolution Act encourages the use of
alternative means of resolving disputes involving Government agencies. The Act is based on
Congress finding that alternative processes, including mediation, often yield decisions that




Page 18 of 19









 






	 	 	 	are faster, less expensive and less contentious and can lead to more creative, efficient and
sensible outcomes.
	 	b.	 	Partnering lays the foundation for better working relations on a project including better
dispute resolution. This partnership draws on the strengths of each organization in an effort
to achieve a quality project done right the first time, within budget and on schedule. This
partnership is bilateral in make-up and participation is totally voluntary.





H.18 Non-Personal Services *





	 	a.	 	As stated in the Office of Federal Procurement Policy Letter 92-1, dated September 23, 1992,
Inherently Governmental Functions, no personal services shall be performed under this
Subcontract. No Subcontractor employee will be directly supervised by the Government. All
individual employee assignments, and daily work direction, shall be given by the applicable
employee supervisor. If the Subcontractor believes any Government action or communication has
been given that would create a personal services relationship between the Government and any
Subcontractor employee, the Subcontractor shall promptly notify the Prime of this
communication or action.
	 
	 	b.	 	The Subcontractor shall not perform any inherently Governmental actions under this
Subcontract. No Subcontractor employee shall hold him or herself out to be a Government
employee, agent, or representative. No Subcontractor employee shall state orally or in
writing at any time that he or she is acting on behalf of the Government. In all
communications with third parties in connection with this Subcontract, Subcontractor employees
shall identify themselves as Subcontractor employees and specify the name of the company for
which they work. In all communications with other Government contractors in connection with
this Subcontract, the Subcontractor employee shall state that they have no authority to in any
way change the Subcontract and that if the other contractor believes this communication to be
a direction to change their contract, they should notify the Contracting Officer for that
contract and not carry out the direction until a clarification has been issued by the
Contracting Officer.
	 
	 	c.	 	The Subcontractor shall ensure that all of its employees working on this Subcontract are
informed of the substance of this clause. Nothing in this clause shall limit the Prime
Contractor’s or the Government’s rights in any way under any other provision of the
Subcontract, including those related to the Government’s right to inspect and accept the
services to be performed under this Subcontract. The substance of this clause shall be
included in all Subcontracts at any tier.




H.19 SECTION 508 OF THE REHABILITATION ACT OF 1973 AS AMENDED *

In accordance with Section 508 Requirements, electronic and information technology (EIT) procured
through this Agreement must meet the applicable accessibility standards at 36 CFR 1194, unless the
procuring Government Agency establishes a published exception to this requirement. Part 36 CRF
1194 implements Section 508 of the Rehabilitation Act of 1973, as amended, and is viewable at
http://section508.gov. In accordance with Part 1194, the
Subcontractor shall indicate for each line item in the schedule whether each product or service is
compliant or non-compliant with the accessibility standards at 36 CFR 1194. Further, the
Subcontractor must indicate where full details of compliance can be found (e.g., Subcontractor’s
website or other exact location).





Page 19 of 19










 







I — FAR CLAUSES INCORPORATED BY REFERENCE *





The applicable Federal Acquisition Regulation (FAR) Clauses are hereby incorporated with the same
force and effect as if they were given in full text and included as part of Attachment 5.
Where necessary to make the context of these provisions applicable to this Subcontract, the term
“Government” and equivalent phrases shall mean A-TEK, the term “Contractor” shall mean
Subcontractor, and the term “Contract” shall mean this Subcontract. Where any reference contains
alternative clauses, that alternative shall apply to this Subcontract.




J — LIST OF ATTACHMENTS

1 — Statement of Work

2 — Technical Proposal

3 — Laboratory Labor Rates

4 — NITAAC Past Performance Evaluation Report

5 — FAR/HHSAR Clauses



Page 20 of 19









 





- — END OF SUBCONTRACT — -




Page 21 of 19









 





ATTACHMENT 1




 









 





 1




CIO-SP2i - NITAAC Statement of Work (SOW)




Task Order Title — BioWatch Staffing, Communication, and Laboratory Data Integration




As of – 07/19/04




Agency — The Department of Homeland Security (DHS)




1. Task Order Title




The Department of Homeland Security (DHS) Science and Technology Directorate has initiated the
BioWatch Program as part of its bio-security efforts to enhance our nation’s ability to be prepared
for and to respond to bioterrorism.



2. Background




The Department of Homeland Security (DHS) BioSecurity Program has been considering alternate models
of performing and managing certain activities under the BioWatch program. BioWatch laboratory
analysis currently operates mostly with temporary/term employees hired and managed by the Centers
for Disease Control under agreement with DHS. These temporary employees have been fielded in
public health laboratories across the United States. Functionally, each of these groups of
employees reports to a state or local public health agency laboratory manager.




[***]



Building on unprecedented investments in our public health and bio-surveillance infrastructure
since September 11, 2001 and the anthrax events of later that year, President Bush’s
Bio-Surveillance Program Initiative calls on DHS to expand and upgrade the BioWatch Program and
create a system to integrate a broad variety of surveillance data from across the Government. A
key component of this initiative is an expansion and deployment of the next generation of
technologies employed by the BioWatch Program, including enhanced situational awareness data
systems, that will provide an enhanced national bio-surveillance early warning system.



3. Objectives




The objectives of this Task Order are:



(1) To develop the capacity for, and carry out the staffing of, new BioWatch Program locations as
authorized;



[***] = Certain information on this page
has been omitted and filed separately with the Commission. Confidential treatment has been requested
with respect to the omitted portions.



 









 





 2




(2) Augment existing BioWatch Program locations as needed, to include meeting surge requirements;
manage and integrate the BioWatch Information Systems and Web Portal with pertinent data sources;



(3) Facilitate bioterrorism consequence management capacity building; and



(4) Assist with the establishment and management of BioWatch research partnerships.



The resultant CIO-SP2 Task Order will be incrementally funded with Task descriptions defining the
specific use of those funds with the scope of the tasks below.



4. Scope




This work falls within the CIO-SP2 Task areas of 5 – Critical Infrastructure Protection and
Information Assurance and area 8 – Clinical Support, Research and Studies.



5. Specific Tasks




The following outline specific Tasks under this CIO-SP2 Contract Task Order:



5.1 Task 1 – Contract-Level and Task Order (TO) Management




5.1.1 Subtask 1 – Contract-Level Program Management




Contract Level Program Management is required to maintain compliance with all CIO-SP2 requirements
and ensure Quality Assurance.



5.1.2 Subtask 2 – Task Order Management




Project Level Task Order Management is required to manage the day-to-day performance and project
management to include productivity and management methods such as Quality Assurance, Configuration
Management, Staffing, Security Management and all centralized administrative and documentation
functions needed at the contract level. A monthly status report is required.



5.2 Task 2 – BioWatch Surveillance Team




The Contractor shall provide staff to manage and/or operate the day-to-day BioWatch activities at
state and municipal public health organizations within the United States, working closely with the
Environmental Protection Agency and Centers for Disease Control and Prevention staff at each
designated laboratory or field collection activity. The BioWatch Surveillance Team activities may
include:




	 	•	 	Field collection of samples from designated samplers
	 
	 	•	 	Receiving samples from the designated site of collection at least daily
	 
	 	•	 	Sample Intake to include sample categorization, batching, bar coding, scanning, and
entering the data into the BioWatch Information System for processing
	 
	 	•	 	Sample extraction and preparation for analysis
	 
	 	•	 	Analysis for threat agents and documentation of results




 









 











 3





	 	•	 	Data entry of analysis results into BioWatch Information System and processing for
dissemination to appropriate parties
	 
	 	•	 	Follow-on tracking of associated tests with input into the BioWatch Information System
	 
	 	•	 	Appropriate chain-of-custody tracking
	 
	 	•	 	BioWatch Information Systems “reach-back” from DHS to local/state laboratory through
either the Health Alert Network or other mechanism for follow up communications.





5.3 Task 3 – BioWatch Surveillance Team – Surge Capacity




The Contractor shall provide staff to manage the surge of BioWatch activities at any location that
detects unacceptable levels of biological threat agents, or as directed by DHS. This task includes
the same tasks as the day-to-day duties outlined in Task 2 above, but with increased frequency.
The Contractor will develop flexible and coordinated staffing models for surge capacity with public
health laboratories that are part of the BioWatch program.



5.4 Task 4 – BioWatch Surveillance Team Training




The Contractor shall provide and develop staff training, where necessary, for cross-training of lab
technician and microbiologist duties, to include web portal utilization training, as identified by
DHS.



The Contractor shall develop and run exercises and update training material for sample collection,
lab technician, microbiologist, and incident response duties as identified by DHS.



5.5 Task 5 – BioWatch Information Systems Management




The Contractor shall provide staff to manage BioWatch Information Systems with hosted
implementation to include the following:




	 	•	 	Maintain, administer, and enhance the BioWatch Information Systems, as needed.
	 
	 	•	 	Staff to assist in the overall of the BioWatch information systems and resources
	 
	 	•	 	Develop and maintain a web portal for outreach, coordination, and collaboration,
including Public Health Architecture and Informatics and IT architecture and IT Web
development; this will also include the development and maintenance of a secure portal for
Government use to include IT Systems Engineering to address security and enhancements
required for drills and events as identified by DHS
	 
	 	•	 	Develop and maintain the workflow process for the BioWatch Program’s data and
information management
	 
	 	•	 	Develop and maintain local and state laboratory integration of the BioWatch Information
Systems with appropriate Laboratory Information Management Systems, Lab Response Network
(LRN) and Health Alert Network (HAN) communications
	 
	 	•	 	Develop and maintain redundant BioWatch Information Systems message connection brokers
	 
	 	•	 	Support the interface of RODS and ESSENCE for designated BioWatch cities.
	 
	 	•	 	Staff to assist in the customized planning, implementation, and data integration
strategies for each participating laboratory as directed by DHS
	 
	 	•	 	Provide monthly uptime, usage, and performance reports on the web portal





 









 










 4





	 	•	 	Develop and maintain training, assessment, and support for field staff as well as the
collaboration tools for outreach
	 
	 	•	 	Develop and maintain clinical data sets in combination with syndromic surveillance
systems for cities as a part of BioWatch pilot and demonstration projects
	 
	 	•	 	Provide liaison among local public health laboratory’s information management units and






	 	•	 	The Environmental Protection Agency,
	 
	 	•	 	The Centers for Disease Control and Prevention and Food and Drug
Administration within the Department of Health and Human Services,
	 
	 	•	 	The Department of Agriculture,
	 
	 	•	 	Other federal agencies concerned with health or homeland security data,
	 
	 	•	 	The Association of Public Health Laboratories, and
	 
	 	•	 	Other national, state and local health and homeland security
organizations with an interest in BioWatch data,





5.6 Task 6 – Administration and Personnel Management




The Contractor shall provide staff to assist in the management of BioWatch administrative and
personnel management activities to include:




	 	•	 	Appropriate liaison to local public health laboratories and other stakeholder
organizations, e.g., the Association of Public Health Laboratories
	 
	 	•	 	Staff to assist in the customized personnel planning and implementation strategies for
each participating laboratory
	 
	 	•	 	Staff to assist in the overall management of the BioWatch program’s personnel and fiscal
processes.





5.7 Task 7 – BioWatch Operations and Enhancement Review Committee




The Contractor shall provide resources to host and facilitate meetings of the BioWatch Operations
and Enhancement Review Committee. The Committee will include approximately 8-10 members and 2-3
DHS staff. The Advisory Committee will meet up to 6 times a year in locations across the United
States.



5.8 Task 8 – BioWatch Signal Interpretation and Consequence Management Facilitation




The contractor will be responsible for working closely with other organizations to assist each
BioWatch city with signal interpretation integration and decisional analysis with consequence
management preparedness. This may include organizing and overseeing several Table Top exercises
across the nation, as well as various BioWatch consequence management workshops, where all involved
stakeholders can participate and obtain information and skills for development and enhancement of
their cities’ signal interpretation and consequence management plans. These Table Top exercises
will include participation from the following:




	 	•	 	Local City Officials – Mayor’s Office, Local Law Enforcement




 









 











 5





	 	•	 	Local and State Laboratory Response Network (LRNs) and Epidemiologists
	 
	 	•	 	Federal Law Enforcement Officials – FBI, Weapons of Mass Destruction Officials
	 
	 	•	 	Federal BioSecurity Officials





5.9 Task 9 – BioWatch Research and Study Assistance




Provide the necessary research, development, test, and evaluation coordination with pre-selected
BioWatch partnering cities, health departments, and universities to lead selected studies,
analyses, and technology deployment activities that will be implemented by the BioWatch Program
during the contract period of performance.



The contractor should be able to work with the selected partnering bodies in order to effectively
launch and carry-out critical research studies, in progress reviews, meetings, and conference
support for the BioWatch Program.



6. Contract Type




The resultant CIO-SP2 Task Order will be Time and Materials (T&M).



7. Place of Performance




Tasks 2 through 9 can take place at the Government’s laboratory site at any designated city within
the United States; representative cities include, but are not limited to:



[***]



[***] = Certain information on this page
has been omitted and filed separately with the Commission. Confidential treatment has been requested
with respect to the omitted portions.




 









 





 6




The BioWatch Information Systems Management support will be performed at the local public health
laboratory site, at the Department of Homeland Security location in Washington, DC, and at the
Contractor’s site as agreed to by DHS.



8. Period of Performance




The total period of performance for the scope of this contract will be for a six (6) month year
base period with two (2) one-year options to extend for a total performance period of two and a
half (2.5) years. Incremental funding will be provided for each site under each Task, as
needed.



	 	 	 
	Base Period

	 	Date of award – Six months post date
	Option Year 1

	 	One (1) year from end of base period contract
	Option Year 2

	 	One (1) year from end of Option Year 1






9. Deliverables/Delivery Schedule




Deliverables will be cited in each Task as it is funded. In addition, a monthly status report for
overall performance under the Task Order is required. The report should be organized by statement
of Work Tasks, milestones and deliverables for each task for each location. The report should also
include budgeted vs. actual expenditures.



	 	 	 	 	 	 	 
	SOW	 	 	 	 	 	 
	TASK	 	 	 	 	 	 
	#	 	DELIVERABLE TITLE	 	DESCRIPTION	 	DUE DATE
	1

	 	Status Report
	 	Overall project
performance
categorized by Work
Task. Milestones,
deliverables, and
budget information
to be included. To
be delivered in MS
Word format to the
COTR, Contracting
Officer, and
designated DHS
Project Manager.
	 	Monthly, on

10th
calendar day
	2

	 	Pilot Site Staffing
	 	Four lab analysts
deployed to a DHS
BioWatch Pilot Site
	 	Within 30 days of
award
	2

	 	Core Management

Staffing
	 	All Core Management
Staff hired and
engaged in
performance of the
tasks outline
within this SOW.
	 	Within 30 days of
award
	3

	 	Surge Capacity

Staffing Plan
	 	Provide DHS
BioWatch staff with
a surge capacity
staffing plan for
select cities.
Plan is to be
delivered in MS
Word format.
	 	Within 90 days of
award
	7

	 	Operations and
Enhancement Review
Committee
	 	Convene a BioWatch
Operations and
Enhancement Review
Committee
	 	Within 60 days of
award
	1

	 	In-Process Review
	 	Deliver on
In-Process Review
and Briefing to key
DHA BioWatch Staff.
	 	Within 90 days of
award and every 6
months thereafter






 









 





 7




	 	 	 	 	 	 	 
	SOW	 	 	 	 	 	 
	TASK	 	 	 	 	 	 
	#	 	DELIVERABLE TITLE	 	DESCRIPTION	 	DUE DATE
	4

	 	Updated Training

Material
	 	Provide DHS
BioWatch staff with
updated training
materials,
including developed
training exercises
and manuals.
	 	Within 180 days of
award
	5

	 	Data Integration

Roadmap
	 	Provide DHS
BioWatch staff with
a roadmap
describing how data
and information
contained within
legacy systems at
the state and local
laboratory level
will be integrated
with specific
BioWatch
Information
Systems. To be
delivered in
electronic media
format.
	 	Within 180 days of
award






10. Security




All individuals working in any laboratory must be certified for that specific laboratory and
cleared to handle “Sensitive” material. Contractor staff may be required to possess a “Secret”
level clearance for a given task or site as identified by DHS.



10.1 Information Technology Systems Security




The security of BioWatch Information Systems must comply with the Department of Homeland Security -
IT Security standards provided at task award. Changes to DHS standards will be provided as they
are adopted, and DHS and the Contractor will determine through mutual agreement how information
systems must evolve to meet new standards.



11. Government Furnished Equipment (GFE)/Government Furnished Information (GFI)




Since all laboratory diagnostic work will be performed at a local or state public health laboratory
site, all laboratory diagnostic GFE/GFI is anticipated to be provided by the hosting laboratory.
Information systems equipment will be maintained at a site of DHS’ direction which may include
government and/or contractor’s sites.



12. Packaging, Packing, and Shipping Instructions




The contractor shall ensure that all items are preserved, packaged, packed and marked in accordance
with best commercial practices to meet the packing requirements of the carrier and to ensure safe
and timely delivery at the intended destination.



All data and correspondence submitted shall reference:


1. The CIO-SP2i Task Order Authorization Number

2. The NITAAC Tracking Number

3. The government end user agency

4. The name of the COTR




Containers shall be clearly marked as follows:


1. Name of contractor

2. The CIO-SP2i Task Order Authorization Number

3. The NITAAC Tracking Number

4. Description of items contained therein




 









 





 8



5. Consignee(s) name and address




13. Inspection and Acceptance Criteria




A final inspection and acceptance of all work performed, reports and other deliverables will be
performed at the place of delivery.



14. Accounting and Appropriation Data




The resultant CIO-SP2 Task Order will be incrementally funded with the implementation of each Task.
Accounting and appropriation data will be specified with funding of each Task.



15. Travel




Contractor travel shall be required to support certain task orders within this SOW. All travel
required by the Government will be reimbursed to the Contractor in accordance with the Federal
Travel Regulations. The contractor shall be responsible for obtaining COTR approval, via
electronic mail, for all reimbursable travel in advance of each travel event.



16. Other Pertinent Information or Special Considerations




Travel may be required and will be identified within the Task as it is funded for laboratory staff.



Laboratory Staff must meet the following minimum requirements:




	 	•	 	Director-Microbiologists must possess a PhD and must be qualified to work in a Bio
Safety Level 3 Laboratory
	 
	 	•	 	Microbiologist must possess a Masters Degree and must be qualified to work in a Bio
Safety Level 3 Laboratory
	 
	 	•	 	Lab Technicians must possess a Bachelors Degree and must be qualified to work in a Bio
Safety Level 2 Laboratory





Administrative and Information System staff must meet the following minimum requirements. All
members of the administration and information systems unit must be proficient in:




	 	•	 	Public health system development
	 
	 	•	 	Pertinent CDC, HHS and DHS standards for the management and administration of health and
homeland security data and information
	 
	 	•	 	Creating and implementing programs and activities that are part of CDC’s Public Health
Information Network





The Administrative and Information Management System Staff are expected to work as a
cross-functional team. The Contractor must describe the team’s roles and identify key personnel
with qualifications. Contractor must also identify costs of travel for the Administrative Systems
staff for the base year.



 









 





 9




17. Post-Award Administration




The Contractor shall provide a monthly status review and Semi-Annual Program Review meetings to
discuss overall performance and requirements evolving within the general scope of work.



18. Evaluation Criteria




There are three major evaluation factors – (1) Technical/Management Approach (2) Past Performance
(3) Cost/Price. The following methodology will be used to evaluate the task order proposals
received.




	 	17.1	 	Technical/Management Approach (50%) – Technical/Management proposals shall describe the
capability of the offerer’s organization to perform the work in accordance with the contract
requirements, demonstrate a comprehensive understanding of the requirements. The proposal
shall be specific and complete in every detail and shall contain the information necessary to
evaluate the offerer’s proposal. In particular, the proposal shall demonstrate the
contractor’s knowledge of the BioWatch Program and Public Health environment and provide the
technical approach(s) for each Task requirement, as well as providing detailed information
regarding the contractor’s proposed staffing mix, including resumes for all key management
personnel that are part of the contractor’s team. The proposal will also show the
contractor’s ability to quickly staff and describe the staffing plan to identify and obtain
appropriately skilled individuals for this Task Order, to include:






	 	•	 	Phase-in plan;
	 
	 	•	 	Use of subcontractors (if proposed);
	 
	 	•	 	Corporate and on-site Task Order management;
	 
	 	•	 	General proposed staffing plan (including resumes for key project personnel)






	 	17.2	 	Past Performance (30%) – The Contractor shall identify three (3) contracts, which it has
recently performed, or is currently performing, that are similar in nature to this Task
Order. If the Contractor has not performed three such contracts, it shall identify as many
similar contracts as it has performed or is performing. The Contractor shall provide the
following information with respect to each of these contracts:






	 	•	 	Contract number, contract type, and dollar value;
	 
	 	•	 	Date of contract award and period of performance;
	 
	 	•	 	Name, address, and telephone number of all applicable contract points of
contact; and
	 
	 	•	 	Brief description of contract work, scope, and responsibilities.






	 	17.3	 	Cost/Price (20%) – The Contractor shall price each task and site for evaluation purposes
and to establish the ceiling for this effort. The cost will be evaluated for balance and
reasonableness of staffing based on the approach and relevant personnel experience. The
price proposal shall be developed on a time and materials basis, and be broken down by labor
and a Not to Exceed (NTE) amount for travel and Other Direct





 









 










 10





	 	 	 	Costs (ODCs). This contract will not be based solely on the lowest cost. Technical
approach will carry a higher score.





 









 





ATTACHMENT 2




[***]




[***] = Certain information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the omitted portions.



 









 





ATTACHMENT 3





 










 










			
	DHS/Systems Engineering and Deployment Unit
	 	CIO-SP2 Tracking No. C-2329
	BioWatch SCLDI
	 	Contract #263-01-D-0084






Appendix A – Annualized Laboratory Professional Compensation Table – Fully Burdened Rates




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Position 3 –	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Position	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	MS Journey	 	 	 	 	 	 	Position 4 –	 	 	 	 	 	 	Doctoral /	 	 	 	 
	 	 	Position 1 – BS	 	 	Pro-Rated	 	 	Position 2 – BS	 	 	Pro-Rated	 	 	Level or BS	 	 	Pro-Rated	 	 	Ph.D. or MS	 	 	Pro-Rated	 	 	Medical	 	 	Pro-Rated	 
	City	 	Entry Level	 	 	Hourly Rate	 	 	Journey Level	 	 	Hourly Rate	 	 	Supervisor	 	 	Hourly Rate	 	 	Supervisor	 	 	Hourly Rate	 	 	Supervisor	 	 	Hourly Rate	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 








 




			
	 	 	[***] = Certain information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the omitted portions.






Page 83









 








ATTACHMENT 4



 









 








NITAAC Prime Contractor Past Performance Evaluation Report



 




	 	 	 	 	 
	FINAL REPORT

	 	INTERIM REPORT
	 	(Check one)
	REPORTING PERIOD: (from mm/dd/yy)	 	(to mm/dd/yy)
	NIH CONTRACTING TEAM

	 	 	 	CIO-SP2
	NIH CONTRACT NUMBER
	 	 	 	 





 




NITAAC CIO-SP2 ORDER



 




	 	 	 
	TASK ORDER AUTHORIZATION NUMBER:
	 	 
	 

	 	 





CUSTOMER INFORMATION:




	 	 	 	 	 	 	 
	 	 	Agency Name:	 	 
	 	 	Address:	 	 
	 
	 	 	 	 	 	 
	 

	 	Email:	 	 	 	 
	 

	 	 	 	 	 	 





PRIME CONTRACTOR INFORMATION:




	 	 	 	 	 	 	 
	 	 	Name:	 	 
	 

	 	Address:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Email:	 	 	 	 
	 

	 	 	 	 	 	 





	 	 	 
	ORDER AWARD DATE: (mm/dd/yy)
	 	 
	 

	 	 
	ORDER EXPIRATION DATE: (mm/dd/yy)
	 	 
	 

	 	 
	ORDER VALUE: $
	 	 
	 

	 	 
	 
	 	 
	ORDER TITLE: (Description of Requirements)
	 	 
	 

	 	 
	 
	 	 
	 

	 	 





 









 





 




RATINGS



 



Summarize contractor performance and circle the number which corresponds to the rating for each
rating category.



Using the rating guideline, assign each area a rating of 0 (unsatisfactory), 1 (poor), 2 (fair), 3
(good), 4 (excellent), or 5 (outstanding). Provide a brief narrative (500 characters or less) for
each of the categories to support the rating assigned. The categories are: quality of product or
service, cost control, timeliness of performance, and business relations. At this time comments
are limited to 500 characters.




	 	 	 	 	 
	QUALITY OF PRODUCT OR SERVICE
	 	 	 	 
	Comments:

	 	Rating:
	 	0          1          2          3          4          5
	 
	 	 	 	 
	COST CONTROL
	 	 	 	 
	Comments:

	 	Rating:
	 	0          1          2          3          4          5
	 
	 	 	 	 
	TIMELINESS OF PERFORMANCE
	 	 	 	 
	Comments:

	 	Rating:
	 	0          1          2          3          4          5
	 
	 	 	 	 
	BUSINESS RELATIONS
	 	 	 	 
	Comments:

	 	Rating
	 	0          1          2          3          4          5





 




SUBCONTRACTS



 




Are Subcontracts involved? (Check One) YES o NO o



Comments (Please comment on those Subcontractors that have provided a significant contribution to
overall contract performance.)



 




KEY PERSONNEL



 




	 	 	 
	PROJECT MANAGER (Name):

	 	 
	 
	Comments:
	 	 
	 
	 
	 	 
	 
	 
	 	 
	KEY PERSON (Name):
	 	 
	 
	Comments:
	 	 
	 
	 
	 	 
	 
	 
	 	 
	KEY PERSON (Name):
	 	 
	 
	Comments:
	 	 
	 
	 
	 	 
	 





 









 





 




RATINGS



 



Summarize contractor performance and circle the number which corresponds to the rating for each
rating category.



Using the rating guideline, assign each area a rating of 0 (unsatisfactory), 1 (poor), 2 (fair), 3
(good), 4 (excellent), or 5 (outstanding). Provide a brief narrative (500 characters or less) for
each of the categories to support the rating assigned. The categories are: quality of product or
service, cost control, timeliness of performance, and business relations. At this time comments
are limited to 500 characters.




	 	 	 	 	 
	QUALITY OF PRODUCT OR SERVICE
	 	 	 	 
	Comments:

	 	Rating:
	 	0          1          2          3          4          5
	 
	 	 	 	 
	COST CONTROL
	 	 	 	 
	Comments:

	 	Rating:
	 	0          1          2          3          4          5
	 
	 	 	 	 
	TIMELINESS OF PERFORMANCE
	 	 	 	 
	Comments:

	 	Rating:
	 	0          1          2          3          4          5
	 
	 	 	 	 
	BUSINESS RELATIONS
	 	 	 	 
	Comments:

	 	Rating
	 	0          1          2          3          4          5





 




SUBCONTRACTS



 



Are Subcontracts involved? (Check One) YES o NO o



Comments (Please comment on those Subcontractors that have provided a significant contribution to
overall contract performance.)



 




KEY PERSONNEL



 




	 	 	 
	PROJECT MANAGER (Name):

	 	 
	 
	Comments:
	 	 
	 
	 
	 	 
	 
	 
	 	 
	KEY PERSON (Name):
	 	 
	 
	Comments:
	 	 
	 
	 
	 	 
	 
	 
	 	 
	KEY PERSON (Name):
	 	 
	 
	Comments:
	 	 
	 
	 
	 	 
	 





 









 





 




CUSTOMER

SATISFACTION



 



Is/was the contractor committed to customer satisfaction? (Check One) YES o NO o




If this is the Final Report: (Check One)

Would you recommend selection of this firm again? YES o NO o

Comments:




PROJECT OFFICER/COTR:




	 	 	 	 	 
	(Last Name)

	 	(First Name)
	 	(MI)
	SIGNATURE:

	 	Date: (mm/dd/yy)	 	 
	Phone: ( )

	 	FAX: ( )	 	 
	Internet Address:
	 	 	 	 






CONTRACTING OFFICER/Accountable Management Official (AMO) CONCURRENCE:




	 	 	 
	(Initial)

	 	Date: (mm/dd/yy)





 




	 	 	 	 	 
	CONTRACTOR’S REPRESENTATIVE: (Title)	 	 
	(Last Name)

	 	(First Name)
	 	(MI)
	 
	 	 	 	 
	SIGNATURE:

	 	Date: (mm/dd/yy)	 	 
	Phone: ( )

	 	FAX: ( )	 	 
	Internet Address:
	 	 	 	 





 




SUMMARY RATINGS:



 




	 	 	 
	QUALITY:

	 	COST CONTROL:
	 
	TIMELINESS OF PERFORMANCE:

	 	BUSINESS RELATIONS:





 




	 	 	 	 	 
	CONTRACTOR’S REPRESENTATIVE: (Title)	 	 
	(Last Name)

	 	(First Name)
	 	(MI)
	SIGNATURE:

	 	Date: (mm/dd/yy) 	 	 
	Phone: ( )

	 	FAX: ( )	 	 
	Internet Address:
	 	 	 	 






 









 






CONTRACTOR’S REVIEW:



Were comments, rebuttal, or additional information provided? (Check One) YES o NO o




	 	 	 	 	 
	(If yes: They are on file in):
	 	 	 	 
	 	 	 
	 

	 	(Location)
	 	(Phone)






          Attached o (Check if attached)




AGENCY REVIEW:




Were contractor comments reviewed at a level the contracting officer/AMO? (Check One) YES o NO o




	 	 	 	 	 
	(If yes: They are on file in):
	 	 	 	 
	 	 	 
	 

	 	(Location)
	 	(Phone)






          Attached o (Check if attached)



 




NATIONAL INSTITUTES OF HEALTH

CONTRACTOR PERFORMANCE REPORT INSTRUCTIONS





	1.	 	Check the appropriate block to indicate the type of report (Interim, Final). The final
evaluation of the contractor’s performance must satisfy the reporting requirement stipulated
in the FAR. and Health and Human Services Acquisition Regulations
	 
	2.	 	Indicate the period covered by the report.
	 
	3.	 	Identify the customer office. Identify the location of the customer
	 
	4.	 	Identify the contract number of the contract being evaluated and the Task Order or Delivery
Order Authorization Number.
	 
	5.	 	List the name and address of the contractor.
	 
	6.	 	Enter TIN and SIC
	 
	7.	 	Indicate the order award date and order expiration date.
	 
	8.	 	State the order value, including any option amounts.
	 
	9.	 	Provide a brief description of the work being performed under the order (the title of the
order).




 




RATINGS



 



Using the rating guideline, assign each area a rating of 0 (unsatisfactory), 1 (poor), 2 (fair), 3
(good), 4 (excellent), or 5 (outstanding). Provide a brief narrative (500 characters or less) for
each of the categories to support the rating assigned. The categories are: quality of product or
service, cost control, timeliness of performance and business relations.




 









 








 
SUBCONTRACTORS 




Indicate whether Subcontracts are/were involved. Briefly summarize (500 characters or less) the
performance of any Subcontractors that have major responsibilities under the contract or are
required to perform a significant part of the contract requirement. This space may also be used to
evaluate a Prime Contractor’s management of a Subcontractor.




 
KEY PERSONNEL 




List the name of the project manager and the names of two other key personnel (optional). Briefly
describe the performance of the key personnel listed. (500 characters or less)




 
CUSTOMER SATISFACTION 




Check the appropriate answer to indicate whether the contractor was committed to customer
satisfaction. For the final report, indicate whether you would recommend selection of the firm
again.




 
PROJECT OFFICER/CONTRACTING OFFICER’S TECHNICAL REPRESENTATIVE/COTR SIGNATURE 




The Project Officer/COTR signs this block.




 
CONTRACTING OFFICER AMO CONCURRENCE 




The Contracting Officer/AMO initials this block, indicating concurrence with the initial rating.




 
CONTRACTORS REPRESENTATIVE 




The Contractor signs this next block indicating review of the rating.




 
SUMMARY RATINGS 




Indicate the rating given for each of the rating categories: quality of goods or services, cost
control, timeliness of performance, and business relations.




 
CONTRACTING OFFICE/AMO SIGNATURE 




The contracting officer/AMO signs the report when all actions are completed. If changes were made
to the ratings or the narrative during the rebuttal process, a copy of the report, as revised,
shall be promptly furnished to the contractor.




	 
	 
CONTRACTOR’S REVIEW 







Indicate whether the contractor submitted a rebuttal or comments. Attach a copy of the
contractor’s rebuttal to this report, or indicate its location, if filed separately.





 









 








 
AGENCY REVIEW 




If the contracting officer /AMO and the contractor are unable to agree on a final rating, the
matter is to be referred to an individual one level above the contracting officer/AMO. Attach a
copy of the agency’s decision to this report, or indicate its location, if filed separately.




 









 








Subcontract No. S2040823-1




ATTACHMENT 5




FAR & HHSAR CLAUSES




 




					
	A-TEK, Inc.
	 	Attachment 3 — Page 1 of 4
	 	Subcontract No. S2040823-1






 









 






GENERAL CLAUSES

Time and Material or a Labor Hour Contract



CONTRACT CLAUSES INCORPORATED BY REFERENCE




	 	 	 	 	 
	Contract Reg	 	Clause Date	 	Clause Title
	FAR52.202-1

	 	Oct 1995
	 	Definitions
	FAR52.203-3

	 	Apr 1984
	 	Gratuities (Over $100,000)
	FAR52.203-5

	 	Apr 1984
	 	Covenant Against Contingent Fees (Over $100,000)
	FAR52.203-6

	 	Jul 1995
	 	Restrictions on Subcontractor Sales to (Over $100,000)
	FAR52.203-7

	 	Jul 1995
	 	Anti-Kickback Procedures (Over $100,000)
	FAR52.203-8

	 	Jan 1997
	 	Cancellation, Rescission, and Recovery of Funds for
Illegal or Improper Activity (Over $100,000)
	FAR52.203-10

	 	Jan 1997
	 	Price or Fee Adjustment for Illegal or Improper
Activity (Over $100,000)
	FAR52.203-12

	 	Jun 1997
	 	Limitation on Payments to Influence Certain Federal
Transactions (Over $100,000)
	FAR52.204-4

	 	Jun 1996
	 	Printing/Copying Double-Sided on Recycled Paper (Over
$100,000)
	FAR52.209-6

	 	Jul 1995
	 	Protecting the Government’s Interests When
Subcontracting With Contractors Debarred, Suspended,
or Proposed for Debarment (Over $25,000)
	FAR52.215-2

	 	Jun 1999
	 	Audit and Records — Negotiation (Over $100,000)
	FAR52.215-8

	 	Oct 1997
	 	Order of Precedence — Uniform Contract Format
	FAR52.215-10

	 	Oct 1997
	 	Price Reduction for Defective Cost or Pricing Data
	FAR52.215-12

	 	Oct 1997
	 	Subcontractor Cost or Pricing Data (Over $500,000)
	FAR52.215-14

	 	Oct 1997
	 	Integrity of Unit Prices (Over $100,000)
	FAR52.215-15

	 	Dec 1998
	 	Pension Adjustments and Asset Reversions
	FAR52.215-18

	 	Oct 1997
	 	Reversion or Adjustment of Plans for Post-Retirement
Benefits (PRB) other than Pensions
	FAR52.215-19

	 	Oct 1997
	 	Notification of Ownership Changes
	FAR52.215-21

	 	Oct 1997
	 	Requirements for Cost or Pricing Data or Information
Other Than Cost or Pricing Data — Modifications
	FAR52.219-8

	 	Oct 1999
	 	Utilization of Small Business Concerns (Over $100,000)
	FAR52.219-9

	 	Oct 1999
	 	Small Business Subcontracting Plan (Over $500,000)
	FAR52.219-16

	 	Jan 1999
	 	Liquidated Damages — Subcontracting Plan (Over
$500,000)
	FAR52.222-20

	 	Dec 1996
	 	Walsh-Healey Public Contracts Act
	FAR52.222-26

	 	Feb 1999
	 	Equal Opportunity
	FAR52.222-35

	 	Apr 1998
	 	Affirmative Action for Disabled Veterans and Veterans
of the Vietnam Era
	FAR52.222-36

	 	Jun 1998
	 	Affirmative Action for Workers with Disabilities
	FAR52.222-37

	 	Jan 1999
	 	Employment Reports on Disabled Veterans and Veterans
of the Vietnam Era
	FAR52.223-6

	 	Jan 1997
	 	Drug-Free Workplace
	 
	 	 	 	 





					
	A-TEK, Inc.
	 	Attachment 3 — Page 2 of 4
	 	Subcontract No. S2040823-1






 









 






	 	 	 	 	 
	FAR52.223-14

	 	Oct 1996
	 	Toxic Chemical Release Reporting
	FAR52.225-1

	 	Feb 2000
	 	Buy American Act — Balance of
Payments Program —
Supplies
	FAR52.225-13

	 	Feb 2000
	 	Restrictions on Certain Foreign Purchases
	FAR52.227-1

	 	Jul 1995
	 	Authorization and Consent
	FAR52.227-2

	 	Aug 1996
	 	Notice and Assistance Regarding Patent and Copyright
Infringement (Over $100,000)
	FAR52.229-3

	 	Jan 1991
	 	Federal, State and Local Taxes (Over $100,000)
	FAR52.229-5

	 	Apr 1984
	 	Taxes — Contracts Performed in U.S. Possessions or
Puerto Rico
	FAR52.232-7

	 	Mar 2000
	 	Payments under Time-and-Materials and Labor-Hour
Contracts
	FAR52.232-8

	 	May 1997
	 	Discounts for Prompt Payment
	FAR52.232-9

	 	Apr 1984
	 	Limitation on Withholding of Payments
	FAR52.232-17

	 	Jun 1996
	 	Interest (Over $100,000)
	FAR52.232-23

	 	Jan 1986
	 	Assignment of Claims
	FAR52.232-25

	 	Jun 1997
	 	Prompt Payment
	FAR52.232-34

	 	May 1999
	 	Payment by Electronic Funds Transfer-Other Than
Central Contractor Registration
	FAR52.233-1

	 	Dec 1998
	 	Disputes
	FAR52.233-3

	 	Aug 1996
	 	Protest After Award
	FAR52.242-1

	 	Apr 1984
	 	Notice of Intent to Disallow Costs
	FAR52.242-13

	 	Jul 1995
	 	Bankruptcy (Over $100,000)
	FAR52.243-3

	 	Aug 1987
	 	Changes — Time-and-Materials and Labor-Hours
	FAR52.244-2

	 	Aug 1998
	 	Subcontracts
	FAR52.245-5

	 	Jan 1986
	 	Government Property (Cost-Reimbursement, Time and
Material, or Labor-Hour Contract)
	FAR52.245-6

	 	Sep 1996
	 	Termination (Cost-Reimbursement), Alternate IV (Sep
1996)
	FAR52.249-14

	 	Apr 1984
	 	Excusable Delays
	FAR52.253-1

	 	Jan 1991
	 	Computer Generated Forms
	HHSAR352.202-1

	 	Apr 1984
	 	Definitions
	HHSAR352.228-7

	 	Dec 1991
	 	Insurance — Liability to Third Persons
	HHSAR352.232-9

	 	Apr 1984
	 	Withholding of Contract Payments
	HHSAR352.233-70

	 	Apr 1984
	 	Litigation and Claims
	HHSAR352.242-71

	 	Apr 1984
	 	Final Decisions on Audit Findings
	HHSAR352.270-5

	 	Apr 1984
	 	Key Personnel
	HHSAR352.270-6

	 	Jul 1991
	 	Publication and Publicity
	HHSAR352.270-7

	 	Apr 1984
	 	Paperwork Reduction Act
	 
	 	 	 	 





					
	A-TEK, Inc.
	 	Attachment 3 — Page 3 of 4
	 	Subcontract No. S2040823-1






 









 





NOTE: All HHSAR clause can be reviewed in full text at
http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=1999_register&docid=fr08ja99-34



ADDITIONAL CONTRACT CLAUSES INCORPORATED BY REFERENCE




	 	 	 	 	 
	CLAUSE NO.	 	CLAUSE TITLE	 	DATE
	52.204-02

	 	Security Requirements
	 	Aug 1996
	52.217-08

	 	Option to Extend Services
	 	Nov 1999
	52.223-5

	 	Pollution Prevention and Right-To-Know Information
	 	Apr 1998
	52.224-01

	 	Privacy Act Notification
	 	Apr 1984
	52.224-02

	 	Privacy Act
	 	Apr 1984
	52.225-08

	 	Duty Free Entry
	 	Feb 2000
	52.225-16

	 	Sanctioned European Union for Country Services
	 	Feb 2000
	52.227-19

	 	Commercial computer Software Restricted Rights
	 	Jun 1987
	52.228-05

	 	Insurance-Work on a Government Installation
	 	Apr 1984
	52.232-22

	 	Limitation of Funds
	 	Apr 1984
	52.237-02

	 	Protection of Government Buildings, Equipment and
Vegetation
	 	Apr 1984
	52.237-03

	 	Continuity of Services
	 	Jan 1991
	52.239-1

	 	Privacy of Security Safeguards
	 	Aug 1996
	 
	 	 	 	 





					
	A-TEK, Inc.
	 	Attachment 3 — Page 4 of 4
	 	Subcontract No. S2040823-1







 










 














	 	 	 
	To:
	 	 
	 

	 	Virtual Alert, Inc.
	 

	 	7748 Herschell Avenue
	 

	 	LaJolla, CA 92038







			
	Attention:	 	[***]

[***]









SUBCONTRACT

MODIFICATION NO. 01

SUBCONTRACT NUMBER: S2040823-1

Date: 10/29/04




	 	 	 
	 
	 	 
	 
	 	 
	Ship To:
	 

	 	Department of Homeland Security
	 

	 	Science and Technology Directorate
	 

	 	245 Murray Drive, Building 410
	 

	 	Washington, DC 20528
	 

	 	 
	 

	 	Attention: Dr. Peter Estacio (202) 254-6073
	 

	 	Fax: (202) 254-6169; E-mail: Peter.Estacio@dhs.gov











	 	 	 	 	 	 	 
	Project No.

1410-000
	 	Program Manager

Richard Basch
	 	Performance Period

08/23/04-02/04/05
	 	Payment Terms

5 days after Government pay






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Qty	 	Item	 	Description	 	Unit Price	 	Total
	 	 	 	 	 	 	 	 	 
	 	 	 	 	The purpose of this Modification is to incorporate Work Assignments (WA) #1, #2, #3, and #4 and re-allocate base
period funding on a WA basis.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Additionally, all corresponding areas of the Subcontract that are affected are also modified accordingly.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	WA funding allocated to date are as follows:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	0001 - Total Base Period Funding	 	$[***]	 	 	 	 	 	 
	 	 	 	 	less travel reserved for A-TEK Program Management Executive Staff	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	0001 - Total Base Period Funding	 	$[***]	 	 	 	 	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	WA 01	 	Contract Team Core Management Staffing & Administrative Support	 	$[***]	 	 	 	 
	 	 	WA 02	 	[***] Staffing and Information Systems Management	 	$[***]	 	 	 	 
	 	 	WA 03	 	2004 Syndromic Surveillance Conference	 	$[***]	 	 	 	 
	 	 	WA 04	 	BioWatch Training, Consequence Management & Signal Interpretation	 	$[***]	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	$[***]	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total Remaining Funding to be allocated by WA	 	$[***]	 	 	 	 	 	 
	MODIFICATION
NOTES:
	 	 	 	 	 	 	 	TOTAL	 	[***]	 	 

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1	 	The total value of the subcontract is modified as follows:	 	[***]	 	 	 	 	 	 	 	 
	 	 	     less travel for A-TEK Management	 	[***]	 	 	 	 	 	 	 	 
	 

	 	 	 	                    NEW TOTAL
	 	[***]	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	The following sections of the subcontract have been modified to accomplish the above:	 	 	 	 	 	 
	 	 	     - B — Supplies/Services and Price/Cost	 	 	 	 	 	 	 	 	 	 
	 	 	     - B.1. Schedule of Items	 	 	 	 	 	 	 	 	 	 
	 	 	     - C. Statement of Work	 	 	 	 	 	 	 	 	 	 
	 	 	     - F. Deliveries or Performance	 	 	 	 	 	 	 	 	 	 
	 	 	     - F.1. Effective Period of the Subcontract	 	 	 	 	 	 	 	 	 	 
	 	 	     - F.2. Place of Performance	 	 	 	 	 	 	 	 	 	 
	 	 	     - F.3. Deliverables	 	 	 	 	 	 	 	 	 	 
	 	 	     - H.11. Key Personnel	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	All other references to “Task Order” are hereby replaced by “Work Assignment.”	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4	 	All other Terms, Conditions, Provisions and Clauses remain unchanged.	 	 	 	 	 	 





[***] = Certain information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the omitted portions.




 









 







 






A-TEK, Inc.




By: /s/ Debbie Rieger

Name: Debbie Rieger

Title: President

Date: 11/08/04



Virtual Alert, Inc.




By: /s/ Dan Lintz

Name: Dan Lintz

Title: CEO

Date: 11-3-04



Page 1 of 4









1. Section B SUPPLIES/SERVICES AND PRICE/COST, to include B.1 SCHEDULE OF ITEMS and B.1.1.
through B.1.9, is hereby deleted in its entirety is and replaced with the following, with changed
text in blue:



B. — SUPPLIES/SERVICES AND PRICE/COST

The Subcontractor, acting as an independent contractor and not as an agent of the Government, shall
furnish all materials, personnel, facilities, support and management necessary to provide the
supplies and services as set forth below as defined in (1) the Statement of Work (SOW) entitled
“BioWatch Staffing, Communication, and Laboratory Data Integration” dated 07/19/04, incorporated as
Attachment 1 to this subcontract; (2) the technical proposal submitted to DHS 09 August
2004, incorporated as Attachment 2 to this subcontract; and any and all Work Assignments
added to the subcontract by Modification.



B.1 Schedule of Items

On a Time and Material-(T&M) type Work Assignment basis, the Subcontractor shall provide a full
range of supplies and services as specified and in accordance with the SOW. Base Period pricing is
set forth below by Work Assignment (WA). Option Year pricing has been calculated using the Base
Period times 2 and escalated [***]% per year. Pricing shall be detailed and provided with the
corresponding subcontract exercising each Option Year and the corresponding WAs.



T&M rates are inclusive of all labor, fringe, overhead, G&A, taxes, insurance and profit.
Materials and travel shall be invoiced at cost and supported by receipts for all material costs
exceeding $25. Travel shall be reimbursed in accordance with Section H.10 herein.



[***] = Certain information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the omitted portions.



 



 



					
	A-TEK, Inc.
	 	Modification 01 Pg 2
	 	Subcontract No. S2040823-1






 









 





	 	 	 	 	 	 	 
	Work	 	 	 	Period of	 	 
	Assignment	 	Description	 	Performance	 	Funded Value
	WA 01

	 	Contract Team Core Management
Staffing and Administrative
Support
	 	08/20/04 — 02/28/05
	 	[***]
	WA 02

	 	New York City Staffing and
Information Systems Management
	 	08/20/04 — 02/28/05
	 	[***]
	WA 03

	 	2004 Syndromic Conference and Work
	 	08/20/04 — 02/28/05
	 	[***]
	WA 04

	 	BioWatch Training, Consequence
Management and Signal
Interpretation
	 	08/20/04 — 02/28/05
	 	[***]
	 

	 	 	 	 	 	 
	 

	 	 	 	TOTAL
	 	[***]






	 	 	 	 	 	 	 
	The total funding available for this subcontract is -

	 	[***].	 	 	 	 
	The total amount allocated by WA is -

	 	[***]	 	 	 	 
	 	 	 
	The total amount remaining to be allocated to WAs is -

	 	 	 	 	 	[***]
	 
	 	 	 	 	 	 
	The total unfunded value of Option Year 1 if exercised is -

	 	 	 	[***]	 	 
	The total unfunded value of Option Year 2 if exercised is -

	 	 	 	[***]	 	 






Option Year values are subject to change based on the resultant value of the DHS exercised
options to A-TEK.




A breakdown of each WA is provided within each separately issued WA document. Additional work for
any given WA will be incorporated by subcontract modification as WAs are provided by DHS.

2. Section C STATEMENT OF WORK is hereby modified with the following changed text in blue:



C. — STATEMENT OF WORK

This Subcontract hereby incorporates the full Statement of Work (SOW) entitled “BioWatch Staffing,
Communication, and Laboratory Data Integration” dated 07/19/04, incorporated as Attachment
1 to this subcontract, the technical proposal submitted to DHS 09 August 2004, incorporated as
Attachment 2 to this Subcontract



3. Section F DELIVERIES OR PERFORMANCE is hereby modified with the following changed text in
blue: 



F. DELIVERIES OR PERFORMANCE

The Subcontractor shall, through A-TEK, comply with the requirements defined in the Statement of
Work (SOW) entitled “BioWatch Staffing, Communication, and Laboratory Data Integration” dated
07/19/04, incorporated as Attachment 1 to this subcontract; the technical proposal
submitted to DHS 09 August 2004, incorporated as Attachment 2 to this subcontract, all
requirements added by each Work Assignment made a part of this Subcontract, and Section F of the
Prime CIO-SP2 Contract found in full text at http://nitaac.nih.gov.



[***] = Certain information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the omitted portions.



					
	A-TEK, Inc.
	 	Modification 01 Pg 3
	 	Subcontract No. S2040823-1






 









 





4. Section F.1 EFFECTIVE PERIOD OF THE SUBCONTRACT is hereby modified to add the following
text in blue: 



Each individual Work Assignment will include the period of performance specific to that WA.



5. Section F.2 PLACE OF PERFORMANCE is hereby modified to add the following text in blue: 




Each individual Work Assignment will designate the place of performance specific to that WA.



6. Section F.3 DELIVERABLES is hereby modified to add the following text in blue: 




Each individual Work Assignment will designate deliverables specific to that WA.



7. Section H.11 KEY PERSONNEL is hereby modified to add the following text in blue: 




Each individual Work Assignment will designate Key Personnel specific to that WA.



Additionally, the following Key Personnel are further identified as follows:



[***]




- - - END OF MODIFICATION 01 - - -




[***] = Certain information on this page has been
omitted and filed separately with the Commission. Confidential
treatment has been requested with respect to the omitted
portions.



 



 



					
	A-TEK, Inc.
	 	Modification 01 Pg 4
	 	Subcontract No. S2040823-1






 









 












	 	 	 
	To:
	 	 
	 

	 	Virtual Alert, Inc.
	 

	 	7748 Herschell Avenue
	 

	 	LaJolla, CA 92038







			
	Attention:	 	[***]

[***]









SUBCONTRACT

MODIFICATION NO. 02

SUBCONTRACT Number: S2040823-1

Date: 11/15/04




	 	 	 
	 
	 	 
	 
	 	 
	Ship To:
	 

	 	Department of Homeland Security
	 

	 	Science and Technology Directorate
	 

	 	245 Murray Drive
	 

	 	Building 410
	 

	 	Washington, DC 20528
	 

	 	 
	 

	 	Attention: Dr. Peter Estacio (202) 254-6073
	 

	 	Fax: (202) 254-6169; E-mail: Peter.Estacio@dhs.gov











	 	 	 	 	 	 	 
	Project No.

1410-000
	 	Program Manager

Richard Basch
	 	Performance Period

08/20/04 — 02/28/06
	 	Payment Terms

5 days after Government pay






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Qty	 	Item	 	Description	 	Unit Price	 	Total
	 	 	 	 	 	 	 	 	 
	 	 	 	 	The purpose of this Modification is to revise the Base Period and Option Year periods of performance, collapsing the
Base period and Option Year 1 together as the total 18 month Base period, rename Option Year 2 now to be Option Year 1,
and clarify the Period of Performance start and end dates.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	The requirement for receipts for travel costs has changed from $25 to $75.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Additionally, all corresponding areas of the Subcontract that are affected are also modified accordingly.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	0001a – Total Base Period FUNDED
	 	 	 	[***]	 	 	 	 
	 

	 	 	 	0001b – Total Base Period UNFUNDED
	 	 	 	[***]	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	0001 – Total Base Period VALUE (Ceiling)     08/20/04 – 02/28/06
	 	 	 	[***]	 	 	 	 
	 
	 	 	 	 	 	 	 
	 

	 	 	 	0002 – Total Option Year 1 Period UNFUNDED     03/28/06 – 02/28/07
	 	 	 	[***]	 	 	 	 
	 
	 	 	 	 	 	 	 
	 

	 	 	 	Total Subcontract Award Amount remains unchanged:
	 	 	 	[***]	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	MODIFICATION NOTES:	 	 	 	 	 	TOTAL	 	$[***]
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	1	 	The following sections of the subcontract have been modified to accomplish the above:	 	 	 	 	 	 
	 	 	     B.1. Schedule of Items	 	 	 	 	 	 
	 	 	     F.1. Effective Period of the Subcontract	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	All other Terms, Conditions, Provisions and Clauses remain unchanged.	 	 	 	 	 	 








 






A-TEK, Inc.




By: /s/ Debbie Rieger

Name: Debbie Rieger

Title: President

Date: 11/15/04



Virtual Alert, Inc.




By: /s/ Chris Popov

Name: Chris Popov

Title: Director

Date: Nov 16, 2004



Page 1 of 2









[***] = Certain information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the omitted portions.



 









 





1. Section B.1 SCHEDULE OF ITEMS, is hereby modified as follows, with changed text in
blue:



 B.1 Schedule of Items




third (3rd) paragraph, second (2nd) sentence –




Materials and travel shall be invoiced at cost and supported by receipts for all material costs
exceeding $75. Travel shall be reimbursed in accordance with Section H.10 herein.



Sixth (6th) paragraph, -




	 	 	 	 	 	 	 	 	 
	The total FUNDED value of the Base Year is
	 	 	 	 	 	 	[***]	 
	The total UNFUNDED value of the Base Year is -
	 	 	 	 	 	 	[***]	 
	 
	 	 	 	 	 	 	 	 
	The total unfunded value of the Option Year 1 if exercised is -
	 	 	[***]	 	 	 	 	 






4. Section F.1 EFFECTIVE PERIOD OF THE SUBCONTRACT is hereby modified with the following
changed text in blue:



F.1 Effective Period of the Subcontract

This Subcontract shall remain in effect from 08/20/04 through 02/28/06, with one (1) Option with
periods of performance as set forth below, in accordance with the DHS Order to Prime Contractor:




	 	•	 	Base Period: 08/20/04 — 02/28/06
	 	•	 	Option Year: 03/01/06 — 02/28/07





Options shall be executed and funded by Modification when the corresponding Modifications are
issued under the Prime Contract.



Each individual Work Assignment will include the period of performance specific to that WA.



- -
- END OF MODIFICATION 02 - - -




[***] = Certain information on this page has been omitted
and filed separately with the Commission. Confidential treatment
has been requested with respect to the omitted portions.



 









 











	 	 	 
	To:
	 	 
	 

	 	Virtual Alert, Inc.
	 

	 	7748 Herschell Avenue
	 

	 	LaJolla, CA 92038







			
	Attention:	 	[***]

[***]









SUBCONTRACT

MODIFICATION NO. 03

SUBCONTRACT Number: S2040823-1

Date: 11/24/04




	 	 	 
	 
	 	 
	 
	 	 
	Ship To:
	 

	 	Department of Homeland Security
	 

	 	Science and Technology Directorate
	 

	 	245 Murray Drive
	 

	 	Building 410
	 

	 	Washington, DC 20528
	 

	 	 
	 

	 	Attention: Dr. Peter Estacio (202) 254-6073
	 

	 	Fax: (202) 254-6169; E-mail: Peter.Estacio@dha.gov











	 	 	 	 	 	 	 
	Project No.

1410-000
	 	Program Manager

Richard Basch
	 	Performance Period

08/20/04-02/28/06
	 	Payment Terms

5 days after Government pay






	 	 	 	 	 	 	 	 	 	 	 
	Qty	 	Item	 	Description	 	Unit Price	 	Total
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	The purpose of this Modification is to revise the due dates for the
deliverables Surge Capacity Staffing Plan and Operations and
Enhancement Review Committee.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Additionally, all corresponding areas of the Subcontract that are
affected are also modified accordingly.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	MODIFICATION NOTES:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	1	 	The following section of the subcontract has been modified to accomplish the above:	 	 	 	 	 	 
	 	 	     F.3. Deliverables	 	TOTAL	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 
	2	 	All other Terms, Conditions, Provisions and Clauses remain unchanged.	 	 	 	 	 	 








 






A-TEK, Inc.




By: /s/ Debbie Rieger

Name: Debbie Rieger

Title: President

Date: 11/24/04



Virtual Alert, Inc.




By: /s/ Chris Popov

Name: Chris Popov

Title: Director

Date: Nov 29, 2004



Page 1 of 2









[***] = Certain information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the omitted portions



 









 





1. Section F.3 Deliverables is hereby modified as follows, with changed text in blue:




F.3 Deliverables




The due dates for the following deliverables are revised as follows:



	 	 	 	 	 
	SOW

Task Number
	 	Deliverable

Title
	 	New

Due Date
	 
	 	 
	 	 
	3

7
	 	Surge Capacity Staffing Plan

Operations and Enhancement Review Committee
	 	Within 120 days of award

Within 150 days of award






2. Section C STATEMENT OF WORK is hereby modified as follows, with changed text in blue:



Paragraph 9. Deliverables/Delivery Schedule 



The due dates for the following deliverables are revised as follows:



	 	 	 	 	 
	SOW

Task Number
	 	Deliverable

Title
	 	New

Due Date
	 
	 	 
	 	 
	3

7
	 	Surge Capacity Staffing Plan

Operations and Enhancement Review Committee
	 	Within 120 days of award

Within 150 days of award






This modification results in no change to the funded amounts of this subcontract.



- -
- END OF MODIFICATION 03 - - -




 




 




					
	A-TEK, Inc.
	 	Modification 03 Pg 2
	 	Subcontract No. S2040823-1