BAA SDR_Provisions and Clauses 1332KP23BNEEG0001.pdf

1332KP23BNEEG0001 BAA Provisions and Clauses

U.S. Department of Commerce

Digital Ground Radio Processing

Broad Agency Announcement (BAA)

Provisions and Clauses

1332KP23BNEEG0001

December 5, 2022

National Oceanic and Atmospheric Administration (NOAA)

Acquisition and Grants Office (AGO)

Satellite and Information Acquisition Division (SIAD)

TABLE OF CONTENTS

SECTION B: SUPPLIES OR SERVICES AND PRICE/COST……..……………………

SECTION C: DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK…

SECTION D: PACKAGING AND MARKING………………………....…………………

D.1 PACKAGING…………………………………………………………………………

D.2 MARKING………………………………………………………………………………..8

SECTION E: INSPECTION AND ACCEPTANCE………………………..………………

E.1 CLAUSES INCORPORATED BY REFERENCE (FAR 52.252-2) …………...………...9

E.2 INSPECTION AND ACCEPTANCE………………...………………………………

E.3 CAR CLAUSES INCORPORATED VIA FULL TEXT…………………...…………

E.3.1 1352.246-70 – PLACE OF ACCEPTANCE …………...………………………...9

SECTION F: DELIVERIES OR PERFORMANCE……………………….……………

F.1 CLAUSES INCORPORATED BY REFERENCE (FAR 52.252-2) …………...……….10

F.2 COMMERCE ACQUISITION REGULATION (CAR) CLAUSES..........……...……...10

F.2.1 1352.270-70 PERIOD OF PERFORMANCE…………………………………...10

F.3 PLACE OF PERFORMANCE ………………………………………………………….10

F.4 SCHEDULE OF DELIVERIES...…………..…………………………………………...10

SECTION G: CONTRACT ADMINISTRATION DATA……………...….…………….….12

G.1 PRIMARY GOVERNMENT ROLES AND RESPONSIBILITIES…………………….12

G.1.1 1352.201-70 CONTRACTING OFFICER’S AUTHORITY…………………

G.1.2 1352.201-72 CONTRACTING OFFICER’S REPRESENTATIVE…..…….…..12

G.2 CAR CLAUSES INCORPORATED VIA FULL TEXT……….……………………… 13

G.2.1 1352.245-70 GOVERNMENT FURNISHED PROPERTY……...…………….13

G.3 NAM LANGUAGE INCORPORATED VIA FULL TEXT ……………

G.3.1 1330-52.242-70 SUBMITTAL OF INVOICES………………………………...13

G.4 NON-PERSONAL SERVICES…………….……………..………………...……………14

G.5 OBSERVANCE OF LEGAL HOLIDAYS AND EXCUSED ABSENCE……………..14

SECTION H: SPECIAL CONTRACT REQUIREMENTS………………………..……….16

H.1 CLAUSES INCORPORATED BY REFERENCE (FAR 52.252-2)………….…….…..16

H.2 CAR CLAUSES INCORPORATED VIA FULL TEXT…………...…………………...16

H.2.1 1352.228-70 INSURANCE COVERAGE………………………………......…..16

H.3 NAM CLAUSES INCORPORATED VIA FULL TEXT……………………………….17

H.3.1 1330-52.203-71 NOTICE OF POST-GOVERNMENT EMPLOYMENT

RESTRICTIONS ………………………………………………………………..17

H.3.2 1330-52.222-70 NOAA SEXUAL ASSAULT AND SEXUAL HARASSMENT

PREVENTION AND RESPONSE POLICY……………..……………………..18

H.3.3 1330-52.237-70 CONTRACTOR COMMUNICATIONS……………………...21

H.3.4 1330-52.237-71 NOAA GOVERNMENT-CONTRACTOR RELATIONS –

NON-PERSONAL SERVICES …………….…………………………………..22

H.3.5 1330-52.237-72 CONTRACTOR ACCESS TO NOAA FACILITIES…...…….23

H.3.6 1330-52.243-70 REQUESTS FOR EQUITABLE ADJUSTMENT …………

H.3.7 1330-52.270-304 NOAA ACQUISITION AND GRANTS OFFICE

OMBUDSMAN…………………………………………………………....…….26

H.4 STANDARD OF CONDUCT AT GOVERNMENT FACILITIES………...…………...27

H.5 ADVERTISEMENTS, PUBLICIZING AWARDS, AND NEWS RELEASES…...…

H.6 CONTRACTOR EMPLOYEES’ IDENTIFICATION…………………………………..30

H.7 IT AND PERSONNEL SECURITY PROCESSING…………………………....………28

H. HARMLESS FROM LIABILITY……………………………………………………

SECTION I: CONTRACT CLAUSES……………...………………………………………...30

I.1 CLAUSES INCORPORATED BY REFERENCE (FAR 52.252-2) …………...…….…30

I.2 FAR CLAUSES INCORPORATED VIA FULL TEXT………………………………...32

I.2.1 FAR 52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR

INFORMATION SYSTEMS……………...………………………….…………32

I.2.2 FAR 52.222-35 EQUAL OPPORTUNITY FOR VETERANS……...……

I.2.3 FAR 52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH

DISABILITIES…………………………………………………………………..34

I.2.4 FAR 52.252-6 AUTHORIZED DEVIATIONS IN CLAUSES………………….35

SECTION J: LIST OF ATTACHMENTS…………………………………….……...……….…..36

SECTION K: REPRESENTATIONS AND CERTIFICATIONS..………...……………….37

K.1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE………..….…...37

K.1.1 FAR 52.204-8 ANNUAL REPRESENTATIONS AND

CERTIFICATIONS…………...…………………………………………………39

K.1.2 FAR 52.204-24 REPRESENTATION REGARDING CERTAIN

TELECOMMUNICATION AND VIDEO SURVEILLANCE SERVICES OR

EQUIPMENT……………………………………………………………………41

K.1.3 FAR 52.209-13 VIOLATION OF ARMS CONTROL TREATIES OR

AGREEMENTS CERTIFICATION…………………………………………….45

SECTION L: INSTRUCTIONS, CONDITIONS, AND NOTICE TO OFFERORS..……..48

L.1 FAR 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY

REFERENCE…………………………………………………………………………….48

L.2 FAR PROVISIONS INCORPORATED VIA FULL TEXT…………………………….48

L.2.1 FAR 52.216-1 TYPE OF CONTRACT…………………………………………48

L.2.2 FAR 52.233-2 SERVICE OF PROTEST…………...…………………………...49

L.3 CAR PROVISIONS INCORPORATED VIA FULL TEXT………...………………….49

L.3.1 1352.209-70 POTENTIAL ORGANIZATIONAL CONFLICT OF

INTEREST……………………………………………………………………….49

L.3.2 1352.215-72 INQUIRIES………………………………………………………50

L.3.3 1352.233-70 AGENCY PROTESTS…………………………………………..50

L.3.4 1352.233-71 GAO AND COURT OF FEDERAL CLAIMS PROTEST……...51

L.4 SMALL BUSINESS CLASSIFICATION CODE……………………………………….51

L.5 NOTICE OF PARTICIPATION OF NON-GOVERNMENT PERSONNEL...………...51

L.6 PROPOSAL PREPARATION COSTS…………..………………………………….…..52

L.7 PROPOSAL PREPARATION………..…………...…………………………………….52

L.7.1 PROPOSAL INTEGRITY……………………………………………………….52

SECTION M EVALUATION FACTORS FOR AWARD…………………………………..53

M.1 EVALUATION CRITERIA……………………….…………………………………….53

SECTION B

SUPPLIES OR SERVICES AND PRICES/COST

B.1 GENERAL

This section has no Clauses or Provisions. See Section 1 of the BAA for requirement overview and general information.

(END OF SECTION B)

SECTION C

DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

The Government requires the services described in Sections 2 and 3 of BAA (attached separately).

(END OF SECTION C)

SECTION D

PACKAGING AND MARKING

D.1 PACKAGING

Unless otherwise specified, packaging of all deliverables must conform to commercial packing standards to assure safe delivery at destination. Clauses and other requirements regarding packaging shall be designated by the CO at the task order level.

The Contractor shall furnish such labor as may be necessary for packing, unpacking and placement of equipment when in the possession of the Government without additional charge to the Government. Supervision of packing, unpacking and placement of the equipment shall be furnished by the Contractor without charge to the Government.

D.2 MARKING

All deliverables required under this contract shall be marked in accordance with Government specifications. At a minimum, all deliverables shall be marked with the contract number and

Contractor name.

Specific marking requirements may be addressed in individual task orders.

(END OF SECTION D)

SECTION E

INSPECTION AND ACCEPTANCE

E.1 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)4

This contract incorporates the following clauses by reference with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text can be accessed electronically at this internet address:

http://www.acquisition.gov/far/.

FAR Clause Number Title and Date

52.246-2 Inspection of Supplies – Fixed Price (AUG 1996)

52.246-4 Inspection of Services – Fixed Price (AUG 1996)

52.246-9 Inspection of Research and Development (Short Form) (APR 1984)

52.246-16 Responsibility for Supplies (APR 1984)

E.2 INSPECTION AND ACCEPTANCE

Inspection and acceptance of all work and services performed under each task order will be in accordance with the FAR clauses incorporated at Section E.1, Clauses Incorporated by

Reference, as applicable.

Final acceptance of all deliverables and/or services performed as specified under each task order will be made in writing, at destination, by the ACOR or as detailed in individual task orders.

E.3 CAR CLAUSES INCORPORATED VIA FULL TEXT

E.3.1 CAR 1352.246-70 Place of Acceptance (APR 2010)

(a) The Contracting Officer or the duly authorized representative will accept supplies and services to be provided under this contract.

(b) The place of acceptance will be:

Wallops Command and Data Acquisition Station (WCDAS)

33699 Chincoteague Rd

Wallops Island, VA 23337

NOAA Satellite Operations Facility (NSOF)

4231 Suitland Rd

Suitland, MD 20746

(End of clause)

(END OF SECTION E)

http://www.acquisition.gov/far

SECTION F

DELIVERIES OR PERFORMANCE

F.1 CLAUSES INCORPORATED BY REFERENCE (FAR 52.252-2) (FEB 1998)

FAR Part Title and Date

52.242-15 Stop-Work Order (AUG 1989)

52.242-17 Government Delay of Work (APR 1984)

52.247-34 F.O.B. Destination (NOV 1991)

52.247-35 F.O.B. Destination, Within Consignee’s Premises (APR 1984)

F.2 CAR CLAUSES INCORPORATED VIA FULL TEXT

F.2.1 CAR 1352.270-70 Period of Performance (APR 2010)

(a) The period of performance will be specified by the Offeror, but not to exceed seven (7) months from

Authorization to Proceed (ATP). This period of performance includes up to six (6) months to perform the demonstration and produce the deliverables, plus one month for follow up questions and/or clarifications.

F.3 PLACE OF PERFORMANCE

The demonstration shall be conducted out of the following Government locations:

Wallops Command and Data Acquisition Station (WCDAS)

33699 Chincoteague Rd

Wallops Island, VA 23337

NOAA Satellite Operations Facility (NSOF)

4231 Suitland Rd

Suitland, MD 20746

F.4 NAM 1330-52.215-70 SCHEDULE OF DELIVERABLES

The following is a schedule of all deliverables, including administrative deliverables, required during the period of performance of this contract:

Item Description Quantity Due Date Deliver to Reference

See Section 3, Paragraph 3.1.2.7.2. of the BAA

(END OF SECTION F)

SECTION G

CONTRACT ADMINISTRATION DATA

G.1 PRIMARY GOVERNMENT ROLES AND RESPONSIBILITIES

The following subsections describe the roles and responsibilities of individuals and authorized users who will be the primary Points of Contact (POC) for the Government on matters regarding contract administration as well as other administrative information. The Government reserves the right to unilaterally change any of these individual assignments at any time.

G.1.1 CAR 1352.201-70 Contracting Officer’s Authority (APR 2010)

The Contracting Officer is the only person authorized to make or approve any changes in any of the requirements of this contract, and, notwithstanding any provisions contained elsewhere in this contract, the said authority remains solely in the Contracting Officer. In the event the contractor makes any changes at the direction of any person other than the Contracting Officer, the change will be considered to have been made without authority and no adjustment will be made in the contract terms and conditions, including price.

(End of Clause)

G.1.2 CAR 1352.201-72 Contracting Officer’s Representative (COR) (APR 2010)

(a) To be designated at time of award is hereby designated as the Contracting Officer's

Representative (COR). The COR may be changed at any time by the Government without prior notice to the contractor by a unilateral modification to the contract. The COR is located at:

Address: TBD

Phone Number: TBD

Email: TBD

(b) The responsibilities and limitations of the COR are as follows:

(1) The COR is responsible for the technical aspects of the contract and serves as technical liaison with the contractor. The COR is also responsible for the final inspection and acceptance of all deliverables and such other responsibilities as may be specified in the contract.

(2) The COR is not authorized to make any commitments or otherwise obligate the Government or authorize any changes which affect the contract price, terms or conditions. Any contractor request for changes shall be referred to the Contracting Officer directly or through the COR. No such changes shall be made without the express written prior authorization of the Contracting

Officer. The Contracting Officer may designate assistant or alternate COR(s) to act for the COR by naming such assistant/alternate(s) in writing and transmitting a copy of such designation to the contractor.

G.2 CAR CLAUSES INCORPORATED VIA FULL TEXT

G.2.1 CAR 1352.245-70 Government Furnished Property (APR 2010)

(Government furnished property will be dependent on the individual award(s) that result from the BAA)

The Government will provide the following item(s) of Government property to the Contractor.

The Contractor shall be accountable for, and have stewardship of, the property in the performance of this contract. This property shall be used and maintained by the contractor in accordance with provisions of the “Government Property” clause.

Item No. Description Quantity Delivery date

Property/Tag No.

(if applicable)

G.3 NAM LANGUAGE INCORPORATED VIA FULL TEXT

G.3.1 NAM 1330-52.242-70 Submittal of Invoices (FEB 2011)

The Contractor shall prepare and submit an invoice to the COR for approval, and copy the following individuals as follows:

Contracting Officer

Contract Specialist(s)

Contracting Officer Representative (COR)

All invoices shall be submitted by the 10th day of the subsequent month.

To constitute a proper invoice, the contractor’s invoice shall be prepared in accordance with, and contain all elements specified in, the paragraph titled, “Contractor’s Invoice,” of the applicable prompt payment provision of the contract (e.g., FAR 52.232-25, Prompt Payment; FAR 52.232-

26, Prompt Payment for Fixed-Price Architect Engineer Contracts; or FAR 52.232-27, Prompt

Payment for Construction Contracts). For contracts and orders for commercial items and services, paragraph (g) of FAR 52.212-4, titled, “Invoices,” applies. If the invoice does not comply with the applicable prompt payment provision of the contract, the COR will return it to the Contractor within seven days after the date the designated office received the invoice along with a statement as to the reasons why it is not a proper invoice.

(End of Contract Language)

G.4 NON-PERSONAL SERVICES

No personal services, as defined by subpart 37.104 of the FAR, shall be performed under the subject contract. No Contractor 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 Contractor believes any Government action or communication has been given that would create a personal services relationship between the Government and any

Contractor employee, the Contractor shall promptly notify the Contracting Officer of this communication or action.

The Contractor shall not perform any inherently governmental functions under this contract. No

Contractor employee shall represent themselves to be a Government employee, agent, or representative. No Contractor 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 or other

Government employees, in connection with this contract, Contractor employees shall identify themselves as Contractor employees and specify the name of the company for which they work.

In all communications with other Government agencies, the Contractor employee shall state that he/she has no authority to in any way change the contract. If any Contractor believes that a communication is a direction to change its contract, he or she should notify the Contracting

Officer and not carry out the direction until a clarification has been issued by the Contracting

Officer. The Contractor shall ensure that all of its employees and consultants working on the subject contract are informed of the substance of this section. Nothing in this clause shall limit the Government's rights in any way under any other provision of the contract, including those related to the Government's right to inspect and accept the services to be performed under this contract. The substance of this section shall be included in all subcontracts at any tier.

G.5 OBSERVANCE OF LEGAL HOLIDAYS AND EXCUSED ABSENCE

(a) The Government hereby provides notification that Government personnel observe the listed days as holidays:

(1) New Year's Day (2) Martin Luther King's Birthday (3) President’s Day

(4) Memorial Day (5) Juneteenth National Independence Day (6) Independence Day

(7) Labor Day (8) Columbus Day (9) Veterans' Day

(10) Thanksgiving Day (11) Christmas Day

(b) In addition to the days designated as holidays, the Government observes the following days:

(1) Any other day designated by Federal Statute

(2) Any other day designated by Executive Order

(3) Any other day designated by the President’s Proclamation

(END OF SECTION G)

SECTION H

SPECIAL CONTRACT REQUIREMENTS

H.1 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)4

Commerce Acquisition Regulation (CAR) provisions and clauses are located at 48 CFR Chapter

13.

CAR Clause

Number Title and Date

1352.208-70 Restrictions on Printing and Duplicating (APR 2010)

1352.209-72 Restrictions Against Disclosure (APR 2010)

1352.209-73 Compliance With the Laws (APR 2010)

1352.209-74 Organizational Conflict of Interest (APR 2010)

1352.228-72 Deductibles Under Required Insurance Coverage – Fixed Price (APR 2010)

1352.237-70 Security Processing Requirements – High or Moderate Risk Contracts (APR

2010)

1352.237-73 Foreign National Visitor and Guest Access to Departmental Resources (APR

2010)

1352.239-72 Security Requirements for Information Technology Resources (APR 2010)

H.2 CAR CLAUSES INCORPORATED VIA FULL TEXT

H.2.1 CAR 1352.228-70 Insurance Coverage (APR 2010)

(a) Workers Compensation and Employer's Liability. The contractor is required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a contractor'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 workers' compensation to be written by private carriers.

(b) General liability.

(1) The contractor shall have bodily injury liability insurance coverage written on the comprehensive form of policy of at least $500,000 per occurrence.

(2) When special circumstances apply in accordance with FAR 28.307-2(b), Property Damage

Liability Insurance shall be required in the amount of $0.00.

(c) Automobile liability. The contractor shall have automobile liability insurance written on the comprehensive 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 person and $500,000 per occurrence for bodily injury and $20,000 per occurrence for property damage.

(d) Aircraft public and passenger liability. When aircraft are used in connection with performing the contract, the contractor shall have aircraft public and passenger liability insurance. Coverage shall be at least $200,000 per 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, whichever is greater.

(e) Vessel liability. When contract performance involves use of vessels, the Contractor shall provide, vessel collision liability and protection and indemnity liability insurance as determined by the Government.

H.3 NAM LANGUAGE INCORPORATED VIA FULL TEXT

H.3.1 NAM 1330-52.203-71 Notice of Post-Government Employment Restrictions (OCT

2015)

By submission of an offer in response to a NOAA solicitation or acceptance of a contract, the contractor acknowledges the restriction on current NOAA employees regarding contact with offerors regarding prospective employment and the corresponding obligations for contractors who engage them. The contractor further acknowledges that it has provided notice to former

NOAA employees who will provide service to NOAA under the contract of post-Government employment restrictions that apply to them. Such restrictions include, but are not limited to, those set forth in:

(a) 41 U.S.C. § 2103 regarding contacts between a federal employee working on a procurement and an offeror about prospective employment;

(b) 18 U.S.C. § 207 regarding the restrictions on former federal employees having contact with a federal agency on behalf of another person or entity concerning a specific party matter with which the former employee was involved as a federal employee or for which the former federal employee had official responsibility;

(c) 18 U.S.C. § 207 regarding the restrictions on former senior employees and senior political employees from having contact with his former federal agency on behalf of another person or entity concerning any official matter; and

(d) 41 U.S.C. § 2104 regarding the restrictions on a former federal employee involved in an acquisition over $10,000,000 from accepting compensation from a contractor.

H.3.2 NAM 1330-52.222-70 NOAA Sexual Assault and Sexual Harassment Prevention and

Response Policy (MAY 2018)

In accordance with NOAA Administrative Order (NAO) 202-1106, NOAA Sexual Assault and

Sexual Harassment Prevention and Response Policy, it is the policy of NOAA to maintain a work environment free from sexual assault and sexual harassment. NOAA prohibits sexual assault and sexual harassment by or of any employee, supervisor, manager, contractor, vendor, affiliate, or other individual with whom NOAA employees come into contact by the virtue of their work for NOAA.

(a) Definitions.

Contractor Employees - The term “contractor employees,” as used in this solicitation and contract language, refers to employees of the prime contractor or its subcontractors, affiliates, consultants, or team members.

Sexual Assault - The term sexual assault, as used in this solicitation and contract language, means any conduct proscribed by state or federal sexual abuse laws, including, but not limited to, those defined in chapter 109A of title 18 of the U.S. Code (sexual abuse), and assaults committed both by offenders who are strangers to the victim and by offenders who are known or related by blood or marriage to the victim.

Sexual Harassment - As defined by the Equal Employment Opportunity Commission, sexual harassment is a form of sex discrimination that violates Title VII of the Civil Rights Act of 1964.

It includes unwelcome sexual advances, requests for sexual favors, and other verbal, non-verbal, or physical conduct of a sexual nature when any of the following are true:

● Submission to such conduct is made either explicitly or implicitly as a term or condition of an individual's employment;

● Submission to or rejection of such conduct by an individual is used as the basis for employment decisions affecting such individual;

● The conduct unreasonably interferes with an individual's work performance or creates an intimidating, hostile, or offensive working environment.

The main characteristics of sexual harassment are that the harasser's conduct is targeted against the recipient’s sex, gender identity, or sexual orientation, and is unwelcome to the recipient. It may include, but is not limited to: offensive jokes, slurs, epithets or name calling, undue attention, physical assaults or threats, unwelcome touching or contact, intimidation, ridicule or mockery, insults or put-downs, constant or unwelcome questions about an individual's identity, and offensive objects or pictures.

(b) Requirements.

1. It is the responsibility of the contractor to ensure that contractor employees maintain the highest degree of conduct and standards in performance of the contract. In support of this, NOAA urges its contractors to develop and enforce comprehensive company policy addressing sexual assault and sexual harassment.

2. The contractor shall include wording substantially the same as this solicitation and contract language in every subcontract so that it is binding upon each subcontractor.

3. If a contractor employee observes or is the object of sexual assault or sexual harassment, he or she is highly encouraged to report the matter, as soon as possible, to their immediate supervisor, the COR, subset of the COR (e.g. Task Manager or Assistant

COR), or contracting officer if a COR is not assigned to the contract. The contract employee may also contact the NOAA Civil Rights Office to obtain guidance on reporting instances of sexual assault or sexual harassment. If deemed necessary, the contractor employee may also report such instances to local law enforcement. In the case where the incident occurs while performing at a remote location, such as at sea or in the field (at a field camp or other isolated location) where the above referenced individuals are unavailable, the contractor employee should follow the reporting procedure set forth in NAO 202-1106, Section 6,.07, Reporting from Remote Locations.

1. Swift reporting allows NOAA and the contractor to take the appropriate measures to ensure that offensive behavior stops and the complainants’ needs are addressed.

2. The COR (if assigned), contracting officer, and contractor, where applicable, will work together to ensure appropriate action is taken in accordance with applicable laws and regulations, contract terms and conditions, and the contractor’s written policy (where applicable).

4. The contractor shall provide all contractor employees assigned to perform under this contract with mandatory sexual assault and sexual harassment prevention and response training in compliance with the requirements of NAO 202-1106, Section 5, Prevention

Training and Awareness, as part of their initial in-processing and on an annual basis thereafter. The initial training shall be completed within business days [30 unless a different number is inserted] of contract award or the date a contractor employee is assigned to perform under the contract, as applicable.

Evidence of initial training by name and date completed for each contractor employee, shall be submitted to the COR or contracting officer (if no COR assigned) within 10 business days of completion.

Evidence of annual training by name and date completed for each contractor employee shall be submitted to the COR or contracting officer (if no COR assigned) no later than

March 1st of each calendar year of contract performance.

i. The mandatory sexual assault and sexual harassment training provided by the contractor shall include the required elements set forth by NOAA’s Workplace

Violence Program Manager. A link to the website including the required elements of the training is provided at: http://www.ago.noaa.gov/quicklinks/harassment_training.html. The website will also provide training materials and resources to assist the contractor in conducting the training. The contractor may provide training that solely addresses the NOAA required elements or may supplement existing company sexual assault and sexual harassment training in a manner that ensures all of the elements are adequately addressed.

ii. The required elements of the training and resources available to the contractor for the training may be updated by NOAA periodically. The contractor is responsible for monitoring the website and incorporating any changes to the NOAA required elements into the contractor provided training.

iii. NOAA’s Workplace Violence Program Manager, COR, or CO may periodically review the contractor’s training outline to ensure all required elements are included and, if necessary, any appropriate adjustments are made to the training by the contractor.

iv. Contractor employees performing on assignments in a remote location, such as at a field camp or other isolated locations, are subject to receiving the same briefing on the parameters of the order provided to NOAA employees as set forth in Section 6 of

NAO 202-1106.

5. The contractor shall provide a copy of this solicitation and contract language and NAO

202-1106 to contractor employees.

(c) Sexual Assault/Sexual Harassment (SASH) Helpline.

For NOAA employees, affiliates, and contractors who have experienced sexual assault or sexual harassment, NOAA has established the NOAA Sexual Assault/Sexual Harassment (SASH) helpline. This helpline is designed to provide crisis intervention, referrals, and emotional support http://www.ago.noaa.gov/quicklinks/harassment_training.html to those who are victims and/or survivors of sexual harassment or sexual assault within the workplace. Contractor employees may use the helpline to receive live, confidential, one-on-one support in an occurrence of sexual harassment or assault by a Federal Government employee.

All services are anonymous, secure, and available worldwide, 24 hours a day, seven days a week.

The NOAA SASH helpline is accessible through a variety of channels, including:

● Phone: 1-866-288-6558

● Website & Online Chat: https://www.noaasashhelpline.org/

● Mobile App: NOAA SASH Helpline (available via iOS and Android App Stores)

● Text: (202) 335-0265

(d) Confidentiality.

Any party receiving information from the filing of a complaint alleging sexual assault or sexual harassment, or while performing an investigation into such a complaint, shall keep the information confidential. “Confidentiality” means that the information shall only be shared with others who have a need to know the information to conduct their official duties.

(e) Remedies.

In addition to other remedies available to the Government, contractor employee violations of

Federal requirements (e.g., law, statutes, executive orders, code, rules, regulations) applicable to sexual assault and sexual harassment and/or failure to complete the mandatory training set forth in this solicitation and contract language, may result in:

1. Requiring the Contractor to remove a contractor employee or employees from the performance of the contract;

2. Requiring the Contractor to terminate a subcontract;

3. Suspension of contract payments until the Contractor has taken appropriate remedial action;

4. Termination of the contract for default or cause, in accordance with the termination clause of this contract;

5. Suspension or debarment; or

6. Other appropriate action.

H.3.3 NAM 1330-52.237-70 Contractor Communications

(a) A contractor employee shall be identified both by the individual’s name and the contractor’s name when:

1. Included in NOAA’s locator, and

2. When submitting any type of electronic correspondence to any NOAA employee or stakeholder.

https://www.noaasashhelpline.org/

(b) Any written correspondence from a contractor or any contractor employee shall be printed on company/organization letterhead or otherwise clearly identify the sender as an employee of the company or organization and shall identify the contract number.

(c) Contractors and/or contractor employees shall clearly identify themselves as such in any verbal communications, whether in informal discussion or a formal meeting.

H.3.4 NAM 1330-52.237-71 NOAA Government-contractor Relations – Non-Personal

Services (SEPT 2017)

(a) The Government and the contractor understand and agree that the services to be delivered under this contract by the contractor to the Government are non-personal services as defined in

FAR Part 37, Service Contracting, and the parties recognize and agree that no employer-employee relationship exists or will exist under the contract between the Government and the contractor’s personnel. It is, therefore, in the best interest of the Government to afford both parties an understanding of their respective obligations.

(b) Contractor personnel under this contract shall not:

1. Be placed in a position where they are under relatively continuous supervision and control of a Government employee.

2. Be placed in a position of command, supervision, administration, or control over

Government personnel or over personnel of other contractors performing under other

NOAA contracts.

(c) The services to be performed under this contract do not require the contractor or the contractor’s personnel to exercise personal judgement and discretion on behalf of the

Government. Rather, the contractor’s personnel will act and exercise personal judgement and discretion on behalf of the contractor.

(d) Rules, regulations, directives, and requirements that are issued by the Department of

Commerce and NOAA under its responsibility for good order, administration, and security are applicable to all personnel who enter the Government installation and facilities, who are provided access to Government systems, or who travel on Government transportation. This is not to be construed or interpreted to establish any degree of Government control that is inconsistent with a non-personal services contract.

(e) Both parties are responsible for monitoring contract activities for indications of improper employee-employer relationships during performance. In the event a situation or occurrence takes place inconsistent with this contract language, the following applies:

1. The contractor shall notify the contracting officer in writing within 5 business days from the date of any situation or occurrence where the contractor considers specific contract activity to be inconsistent with the intent of this contract language. The notice must include the date, nature and circumstance of the situation or occurrence, the name, function and activity of each Government employee or contractor employee involved or knowledgeable about the situation or occurrence, provide any documents or the substance of any oral communications related to the activity, and an estimated date by which the

Government is recommended to respond to the notice in order to minimize cost, delay, or disruption of performance.

2. The contracting officer will review the information provided by the contractor, obtain additional information (if needed), and respond in writing as soon as practicable after receipt of the notification from the contractor. The contracting officer’s response will provide a decision on whether the contracting officer determines the situation or occurrence to be inconsistent with the intent of this contract language and, if deemed necessary, will specify any corrective action(s) to be taken in order to resolve the issue.

H.3.5 NAM 1330-52.237-72 Contractor Access to NOAA Facilities (SEPT 2017)

(a)

1. The performance of this contract requires employees of the prime contractor or its subcontractors, affiliates, consultants, or team members (“contractor employees”) to have access to and to the extent authorized, mobility within, a NOAA facility.

2. NOAA may close and or otherwise deny contractor employees access to a NOAA facility for a portion of a business day or longer for various reasons including, but not limited, to the following events:

i. Federal public holidays for Federal employees in accordance with 5 U.S.C. 6103;

ii. Fires, floods, earthquakes, and unusually severe weather, including but not limited to snow storms, tornadoes, and hurricanes;

iii. Occupational safety or health hazards;

iv. Lapse in Appropriations; or

v. Federal Statute, Executive Order, Presidential Proclamation, or any other unforeseen reason.

3. In such events, the contractor employees may be denied access to a NOAA facility that is ordinarily available for the contractor to perform work or make delivery, as required by the contract.

(b) In all instances where contractors are denied access or required to vacate a NOAA facility, in part or in whole, the contractor shall be responsible to ensure contractor personnel working under the contract comply. If the circumstances permit, the contracting officer will provide direction to the contractor, either directly or through the COR, which could include continuing on-site performance during the NOAA facility closure period; however, if Government oversight is required and is not available, on-site performance shall not be allowed. In the absence of such direction, the contractor shall exercise sound judgment to minimize unnecessary contract costs and performance impacts, for example, performing required work off- site if possible or reassigning personnel to other activities if appropriate.

(c) The contractor shall be responsible for monitoring the Office of Personnel Management at opm.gov, the local radio, television stations, NOAA web sites, and other communication channels. Once the facility is accessible, the contractor shall resume contract performance as required by the contract.

(d) For the period that NOAA facilities were not accessible to contractors who required access in order to perform the services, the contracting officer may—

1. Adjust the contract performance or delivery schedule for a period equivalent to the period the NOAA facility was not accessible;

2. Forego the work; or

3. Reschedule the work by mutual agreement of the parties.

(e) Notification procedures of a NOAA facility closure, including contractor denial of access, are as follows:

1. The contractor shall be responsible for notification of its employees of the NOAA facility closure to include denial of access to the NOAA facility. The dismissal of NOAA employees in accordance with statute and regulations providing for such dismissals shall not, in itself, equate to a NOAA facility closure in which contractors are denied access.

Moreover, the leave status of NOAA employees shall not be conveyed or imputed to contractor personnel. Accordingly, unless a NOAA facility is closed and the contractor is denied access to the facility, the contractor shall continue performance in accordance with the contract.

2. Access to Government facilities and resources, including equipment and systems, will be limited and personnel necessary to administer contract performance may not be available.

Generally, supply and service contracts that are funded beyond the date of the lapse in appropriation and do not require access to Government facilities, active administration by

Government personnel or the use of Government resources in a manner that would cause the Government to incur additional obligations during the lapse in appropriation may continue. If a delivery date for a contract falls during the period of a lapse in appropriations, Government personnel may not be available to receive delivery.

Contractors are directed to consult with a contracting officer before attempting to make a delivery. Contracting officers will be available throughout the lapse in appropriation period to provide guidance.

Once OMB guidance is given, CORs, in consultation with the contracting officer, will notify those contractors that are deemed by the Program Office to be performing excepted work and identify the contractor personnel requiring access to NOAA facilities.

CORs will also coordinate with directly with facility management or physical security personnel at respective locations to ensure that the names of contractor personnel http://www.opm.gov/ requiring access to Government facilities during the lapse in appropriations are provided to physical security personnel.

Contractors who are not designated as performing excepted work are not allowed access to Government facilities or to utilize Government resources in a manner that would incur any additional obligation of funding on behalf of the Government during the lapse in appropriation.

3. Unless otherwise specified within the contract award, contractors requiring access to

NOAA facilities outside normal business hours or outside the normal workweek shall submit a written request in writing through the COR to the contracting officer. The written request shall provide justification supporting the required access and be submitted

____________ hours/days (contracting officer insert number of days. If blank, 72 hours applies) before access to the NOAA facility is needed.

H.3.6 NAM 1330-52.243-70 Requests for Equitable Adjustment (OCT 2017)

(a) The amount of any request for equitable adjustment to contract terms shall accurately reflect the contract adjustment for which the contractor believes the Government is liable. The request shall include only costs for performing the change. All indirect costs included in the request shall be properly allocable to the change in accordance with applicable acquisition regulations.

(b) Any request for equitable adjustment to contract terms that exceeds the simplified acquisition threshold shall bear, at the time of submission, the following certificate executed by an individual authorized to certify the request on behalf of the Contractor:

I certify that the request is made in good faith, and that the supporting data are accurate and complete to the best of my knowledge and belief.

(Official’s Name)

(Title)

(c) The certification in paragraph (b) of this solicitation and contract language requires full disclosure of all relevant facts, including:

1. Certified cost or pricing data, if required, in accordance with subsection 15.403-4 of the

Federal Acquisition Regulation (FAR); and

2. Data other than certified cost or pricing data, in accordance with subsection 15.403-3 of the FAR, including actual cost data and data to support any estimated costs, even if certified cost or pricing data are not required.

(d) The certification requirement in paragraph (b) of this solicitation and contract language does not apply to:

1. Requests for routine contract payments; for example, requests for payment for accepted supplies and services, routine vouchers under a cost-reimbursement type contract, or progress payment invoices; or

2. Final adjustments under an incentive provision of the contract.

H.3.7 NAM 1330-52.270-304 NOAA Acquisition and Grants Office Ombudsman (OCT

2016)

(a) The NOAA Acquisition and Grants Office (AGO) Ombudsman is available to organizations to promote responsible and meaningful exchanges of information. Generally, the purpose of these exchanges will be to:

1. Allow contractors to better prepare for and propose on business opportunities.

2. Advise as to technologies and solutions within the marketplace that the Government may not be aware of, or is not fully benefiting.

3. Identify constraints in transparency.

(b) The AGO Ombudsman will objectively, reasonably, and responsibly collaborate with parties and recommend fair, impartial, and constructive solutions to the matters presented to him/her.

Further, the AGO Ombudsman will maintain the reasonable and responsible confidentiality of the source of a concern, when such a request has been formally made by an authorized officer of an organization seeking to do business with, or already doing business with NOAA.

(c) Before consulting with the AGO Ombudsman, interested parties must first address their concerns, issues, disagreements, and/or recommendations with the respective contracting officer for resolution. However, direct access to the AGO Ombudsman may be sought when an interested party questions the objectivity or equity of a contracting officer’s decision, or when there is a bona fide reason to believe that reasonable, responsible, and objective consideration will not be received from an assigned contracting officer.

(d) There are several constraints to the scope of the AGO Ombudsman’s authority, for instance:

1. Consulting with the AGO Ombudsman does not alter or postpone the timelines of any formal process (e.g., protests, claims, debriefings, employee employer actions, activities involving A76 competition performance decisions, judicial or congressional hearings, or proposal, amendment, modification or deliverable due dates).

2. The AGO Ombudsman cannot participate in the evaluation of proposals, source selection processes, or the adjudication of protests or formal contract disputes.

3. The AGO Ombudsman is not authorized to generate or alter laws, judicial decisions, rules, policies, or formal guidance.

4. The AGO Ombudsman is not authorized to develop or alter opportunity announcements, solicitations, contracts, or their terms or conditions.

5. The AGO Ombudsman cannot overrule the authorized decisions or determinations of the contracting officer.

6. The AGO Ombudsman has no authority to render a decision that binds AGO, NOAA, the

Department of Commerce, or the S. Government.

7. The AGO Ombudsman is not NOAA’s agent relative to the service of magistrate or judicial process and cannot be used to extend service of process to another party (whether federal, public, or a private entity).

(e) After review and analysis of a filed concern or recommendation, the AGO Ombudsman may refer the interested party to another more suitable federal official for consideration. Moreover, concerns, disagreements, and/or recommendations that cannot be resolved by the AGO

Ombudsman will need to be pursued through more formal venues.

(f) The AGO Ombudsman is not to be contacted to request copies of forms and/or documents under the purview of a contracting officer. Such documents include Requests for Information, solicitations, amendments, contracts, modifications, or conference materials.

(g) Questions regarding items (a) through (f) within this language shall be directed to NOAA

AGO Ombudsman, at ago.ombudsman@noaa.gov.

H.4 STANDARD OF CONDUCT AT GOVERNMENT FACILITIES

The Contractor shall be responsible for maintaining satisfactory standards of employee competency, conduct, appearance, attendance, accessibility, and integrity, and shall be responsible for taking such disciplinary action with respect to its employees as necessary.

H.5 ADVERTISEMENTS, PUBLICIZING AWARDS, AND NEWS RELEASES

Under no circumstances shall the Contractor, or anyone acting on behalf of the Contractor, refer to the supplies, services, or equipment furnished pursuant to the provisions of the subject contract in any publicity/news release or commercial advertising, without first obtaining explicit written consent to do so from the Contracting Officer.

The Contractor agrees not to refer to awards in commercial advertising in such a manner as to state or imply that the product or service provided is endorsed or preferred by the Federal

Government, or is considered by the Government to be superior to other products or services.

H.6 CONTRACTOR EMPLOYEES’ IDENTIFICATION

During performance of the SSES IDIQ contract, the rights of ingress and egress to and from any

Government office for Contractor’s personnel shall be made available, as deemed necessary by the Government. All Contractor employees must identify themselves as contractors in all communications. All Contractor employees, whose duties under this contract require their presence at any Government facility, shall be clearly identifiable by a distinctive badge furnished by the Government. In addition, corporate identification badges may be worn on the outer garment. Obtaining the corporate identification badge is the sole responsibility of the

Contractor. All prescribed information shall immediately be delivered to the appropriate

Government Security Office for cancellation or disposition upon the termination of employment of any Contractor personnel. All on-site Contractor personnel shall abide by security regulations applicable to that site.

H.7 IT AND PERSONNEL SECURITY PROCESSING

The Contractor must comply with the IT Security requirements of the Department of Commerce as outlined in Commerce Acquisition Regulation (CAR) 1352.239-72, Security Requirements

For Information Technology Resources (April 2010). CAR 1352.239-72, section (d) includes the DOC IT Security Program Plan, the NOAA IT Security Manual, and the NESDIS IT Security

Handbook. The Contractor must also comply with FAR Clauses 52.204-21, 52.224-1, 52.224-2 and 52.239-1.

The following security risk levels are included in the IDIQ contract. Each task order will identify the level of risk.

Moderate and High Risk

Contractor personnel will be screened in accordance with the requirements for Moderate or High

Risk contracts as specified by CAM 1337.70 section 2.2 (Oct 2015); specifically, in accordance with CAR Clause 1352.237-70, Security Processing Requirements—High or Moderate Risk

Contracts (April 2010). Any access by contract personnel who are Foreign Nationals shall be in accordance with the requirements of CAR Clause 1352.237-73, Foreign National Visitor and

Guest Access to Departmental Resources (APR 2010).

The Contractor shall submit security forms required by CAR Clause 1352.237-70 four (4) weeks prior to each new contract employee’s start of work to allow NOAA staff sufficient time to process requests for background checks, NOAA badges, and network access.

The full text of the CAR Clauses are available at: CAR Clause Repository https://www.ecfr.gov/cgi-bin/text-https://www.ecfr.gov/cgi-bin/text-idx?SID=0030a27c5b762e06d55b50f367b0a364&mc=true&tpl=/ecfrbrowse/Title48/48cfr1352_main_02.tpl https://www.ecfr.gov/cgi-bin/text-idx?SID=0030a27c5b762e06d55b50f367b0a364&mc=true&tpl=/ecfrbrowse/Title48/48cfr1352_main_02.tpl idx?SID=0030a27c5b762e06d55b50f367b0a364&mc=true&tpl=/ecfrbrowse/Title48/48cfr1352_ main_02.tpl

H.8 HARMLESS FROM LIABILITY

The Contractor shall hold and save the Government, its officers, agents, and employees harmless from liability of any nature or kind, including costs and expenses to which they may be subject, for or on account of any or all suits or damages of any character whatsoever resulting from injuries or damages sustained by any person or persons or property by virtue of performance of this contract, arising or resulting from the fault, negligence, wrongful act or wrongful omission of the Contractor, or any subcontractor, their employees, and agents.

(END OF SECTION H)

SECTION I

CONTRACT CLAUSES

I.1 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)4

FAR Clause

Title and Date

52.202-1 Definitions (JUN 2020)

52.203-3 Gratuities (APR 1984)

52.203-5 Covenant Against Contingent Fees (MAY 2014)

52.203-6 Restrictions On Subcontractor Sales to the Government

52.203-7 Anti-Kickback Procedures (JUN 2020)

52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper

Activity (MAY 2014)

52.203-10 Price or Fee Adjustment for Illegal or Improper Activity (MAY 2014)

52.203-12 Limitation on Payments to Influence Certain Federal Transactions (JUN

2020)

52.203-17 Contractor Employee Whistleblower Rights and Requirement to Inform

Employees of Whistleblower Rights (JUN 2020)

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or

Statements (JAN 2017)

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