RFP_EA-133F-16-RP-0008_VMS_Amendment_0003.pdf

U.S. Department of Commerce National Oceanic and Atmospheric Administration

Eastern Acquisition Division 200 Granby Street, Suite 815

Norfolk, VA 23510

REQUEST FOR PROPOSALS

EA-133F-16-RP-0008

Amendment 0003

Vessel Monitoring System http://www.noaa.gov/

EA-133F-16-RP-0008 1

TABLE OF CONTENTS

SECTION DESCRIPTION

PAGE

A. SF 1449, Solicitation/Contract/Order for Commercial Items 2 B. Continuation of SF 1449 4 C. Contract Clauses 5 FAR 52.212-4, Contract Terms and Conditions – Commercial Items and Addendum

FAR 52.212-5, Contract Terms and Conditions Required to Implement Statutes or Executive Orders – Commercial Items

D. Contract Documents, Exhibits, and Attachments 24 Attachment 1 – Statement of Work Attachment 2 – Pricing Schedules Attachment 3 – Accounting System Questionnaire Attachment 4 – Past Performance Questionnaire

E. Solicitation Provisions 25 FAR 52.212-1, Instructions to Offerors and Addendum FAR 52.212-2, Evaluation – Commercial Items and Addendum FAR 52.212-3, Representations and Certifications – Commercial

Items and Addendum

SECTION A – SF 1449

EA-133F-16-RP-0008 2

Vessel Monitoring System

AUTHORIZED FOR LOCAL REPRODUCTION STANDARD FORM 1449 (REV 2/2012)

PREVIOUS EDITION IS NOT USABLE Prescribed by GSA – FAR (48 CFR) 53.212

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

1. REQUISITION NUMBER

NFFKAE10-16-00108

2. CONTRACT NO.

3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER

5. SOLICITATION NUMBER

EA-133F-16-RP-0008

6. SOLICITATION

ISSUE DATE

3/23/16

7. FOR

SOLICITATION

INFORMATION

CALL:

a. NAME

Christine Jeffries

b. TELEPHONE NUMBER (no collect calls)

(757) 441-6894

8. OFFER DUE DATE/

LOCAL TIME

5/17/16 3:00 PM

9. ISSUED BY CODE AJ930073

National Oceanic and Atmospheric Administration Eastern Acquisition Division 200 Granby Street, Suite 815 Norfolk, VA 23510

E-mail: Christine.Jeffries@noaa.gov

10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: %FOR:

SMALL BUSINESS WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN- OWNED

SMALL BUSINESS PROGRAM

HUBZONE SMALL NAICS:

BUSINESS EDWOSB 517410

SERVICE-DISABLED

VETERAN-OWNED SIZE STANDARD:

SMALL BUSINESS 8(A) $32,500,000.00

11. DELIVERY FOR FOB

DESTINATION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT

TERMS

13a. THIS CONTRACT IS A RATED

ORDER UNDER DPAS (15 CFR 700)

13b. RATING DO-A3

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE

See Description of Supplies/Services

16. ADMINISTERED BY CODE

See Block 9

17a. CONTRACTOR/ CAGE CODE FACILITY

OFFEROR CODE

DUNS No.

TELEPHONE NO:

FAX NO:

18a. PAYMENT WILL BE MADE BY CODE

Department of Commerce NOAA Finance Office, Room 1204 20020 Century Blvd Germantown, MD 20874

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH

ADDRESS IN OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

Reference Attachment 2, Pricing Schedule.

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (FOR GOVT USE ONLY)

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 & 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4, FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND

RETURN 2 COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO

FURNISH AND DELIVER ALL ITEMS SET FORTH OR OTHERWISE

IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO

THE TERMS AND CONDITIONS SPECIFIED HEREIN.

29. AWARD OF CONTRACT: REFERENCE

OFFER DATED . YOUR OFFER ON SOLICITATION (BLOCK 5), INCLUDING ANY

ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN, IS ACCEPTED AS TO

ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

31a. UNITED STATES OF AMERICA (SINGATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER

30c. DATE SIGNED

31b. NAME OF CONTRACTING OFFICER

31c. DATE SIGNED

SECTION A – SF 1449

EA-133F-16-RP-0008 3

Vessel Monitoring System

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER

34. VOUCHER NUMBER

35. AMOUNT VERIFIED

CORRECT FOR

36. PAYMENT

COMPLETE PARTIAL FINAL

37. CHECK

NUMBER

PARTIAL FINAL

38. S/R ACCOUNT

NUMBER

39. S/R VOUCHER NUMBER

40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

42 a. RECEIVED BY (Print)

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42b. RECEIVED AT (Location)

42c. DATE REC’D (YY/MM/DD)

42d. TOTAL

CONTAINERS

STANDARD FORM 1449 (REV. 2/2012) BACK

SECTION B – CONTINUATION OF SF 1449

EA-133F-16-RP-0008 4

The government is seeking a contractor to provide system integration services to coordinate all products and services to support NOAA Fisheries Office of Law Enforcement’s (OLE) Vessel Monitoring System (VMS) program, to include: application services for timely and accurately displayed vessel positions and messages; VMS satellite communications services; VMS software support services; mobile transceiver unit (MTU) hardware and software needs of the VMS Program; and Type Approval Testing services in accordance with the attached Statement of Work (Attachment 1). The VMS program will support the day-to-day vessel monitoring activities of law enforcement personnel, NOAA NMFS Fisheries Office of the Chief Information Officer, (OCIO); US Coast Guard; Joint Enforcement Agreement State partners (JEA), Fisheries General Counsel, Fisheries Science Centers and Fisheries Regional Officers, to support both enforcement/compliance needs as well as data collection/management/scientific needs.

(1) Block 17a: Contractor shall include its DUNS number.

(2) Block 17b: REMITTANCE ADDRESS. Payment will be made to the Financial Institution listed in the System for Award Management (SAM). To receive award Contractor must be registered in the SAM, which is available at: https://www.sam.gov

(3) Blocks 19 through 24: See Attachment 2, Pricing Schedule.

(4) Block 25: ACCOUNTING AND APPROPRIATION DATA, This information will be included on the resulting contract award document.

END SECTION B

SECTION C – CONTRACT CLAUSES

EA-133F-16-RP-0008 5

Vessel Monitoring System

C.1 FEDERAL ACQUISITION REGULATION (FAR) 52.212-4 CONTRACT TERMS

AND CONDITIONS – COMMERCIAL ITEMS (MAY 2015) ADDENDUM

C.2 FAR 52.212-4 I CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS

(MAY 2015) ALTERNATE I (MAY 2014)

The following fill-in information is provided:

(a)(4): The portion of the “hourly rate” attributable to profit shall be 10 percent.

(e)(1)(3)(D): The following subcontracts for services which are specifically excluded from the hourly rate: NONE.

(i)(1)(ii)(D)(1): The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause: to be determined at the time of award.

(i)(1)(ii)(D)(2): The Government will reimburse the Contractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixed price: $0.00.

C.3 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more 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 of a clause may be accessed electronically at these addresses:

Federal Acquisition Regulation (FAR) - https://www.acquisition.gov/?q=browsefar Commerce Acquisition Regulation (CAR) - http://www.ecfr.gov/cgi-bin/text-idx?c=ecfr&SID=6727fea4fb30d9b556e4393d95335313&tpl=/ecfrbrowse/Title48/48cfr1352_m ain_02.tpl

C.4 FAR 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND

REQUIREMENTS TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (APR

2014)

C.5 FAR 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POST CONSUMER

FIBER CONTENT PAPER (MAY 2011)

C.6 FAR 52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT

2004)

C.7 FAR 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS

SUBCONTRACTORS (DEC 2013)

C.8 FAR 52.237-3 CONTINUITY OF SERVICES (JAN 1991)

C.9 COMMERCE ACQUISITION REGULATION (CAR) 1352.201-70 CONTRACTING

OFFICER'S AUTHORITY (APR 2010)

C.10 CAR 1352.209-72 RESTRICTIONS AGAINST DISCLOSURE (APR 2010)

C.11 CAR 1352.209-73 COMPLIANCE WITH THE LAWS (APR 2010)

https://www.acquisition.gov/?q=browsefar http://www.ecfr.gov/cgi-bin/text-idx?c=ecfr&SID=6727fea4fb30d9b556e4393d95335313&tpl=/ecfrbrowse/Title48/48cfr1352_main_02.tpl http://www.ecfr.gov/cgi-bin/text-idx?c=ecfr&SID=6727fea4fb30d9b556e4393d95335313&tpl=/ecfrbrowse/Title48/48cfr1352_main_02.tpl http://www.ecfr.gov/cgi-bin/text-idx?c=ecfr&SID=6727fea4fb30d9b556e4393d95335313&tpl=/ecfrbrowse/Title48/48cfr1352_main_02.tpl

EA-133F-16-RP-0008 6

Vessel Monitoring System

C.12 CAR 1352.237-73 FOREIGN NATIONAL VISITOR AND GUEST ACCESS TO

DEPARTMENTAL RESOURCES (APR 2010)

C.13 CAR 1352.231-40 DUPLICATION OF EFFORT (APR 2010)

C.14 CAR 1352.237-70 SECURITY PROCESSING REQUIREMENTS - HIGH OR

MODERATE RISK CONTRACTS (APR 2010)

(a) Investigative Requirements for High and Moderate Risk Contracts. All contractor

(and subcontractor) personnel proposed to be employed under a High or Moderate Risk contract shall undergo security processing by the Department’s Office of Security before being eligible to work on the premises of any Department of Commerce owned, leased, or controlled facility in the United States or overseas, or to obtain access to a Department of Commerce IT system. All Department of Commerce security processing pertinent to this contract will be conducted at no cost to the contractor. The level of contract risk will determine the type and scope of such processing, as noted below.

(1) Investigative requirements for Non-IT Service Contracts are:

(i) High Risk – Background Investigation (BI)

(ii) Moderate Risk – Moderate Background Investigation (MBI)

(2) Investigative requirements for IT Service Contracts are:

(i) High Risk IT – Background Investigation (BI)

(ii) Moderate Risk IT – Background Investigation (BI)

(b) In addition to the investigations noted above, non-U.S. citizens must have a pre-appointment check that includes an Immigration and Customs Enforcement agency check.

(c) Additional Requirements for Foreign Nationals (Non-U.S. Citizens). To be employed under this contract within the United States, non-U.S. citizens must have:

(1) Official legal status in the United States;

(2) Continuously resided in the United States for the last two years; and

(3) Obtained advance approval from the servicing Security Officer of the contracting operating unit in consultation with the DOC Office of Security (OSY) headquarters. (OSY routinely consults with appropriate agencies regarding the use of non-U.S. citizens on contracts and can provide up-to-date information concerning this matter.)

(d) Security Processing Requirement. Processing requirements for High and Moderate Risk Contracts are as follows:

(1) The contractor must complete and submit the following forms to the Contracting Officer’s Representative (COR):

(i) Standard Form 85P (SF-85P), Questionnaire for Public Trust Positions;

(ii) FD-258, Fingerprint Chart with OPM’s designation in the ORI Block; and

(iii) Credit Release Authorization.

(2) The Sponsor will ensure that these forms have been properly completed, initiate the

CD-254, Contract Security Classification Specification, and forward the documents to the cognizant Security Officer.

(3) Upon completion of security processing, the Office of Security, through the servicing Security Officer and the Sponsor, will notify the contractor in writing of an individual’s eligibility to be provided access to a Department of Commerce facility or Department of Commerce IT system.

(4) Security processing shall consist of limited personal background inquiries pertaining to verification of name, physical description, marital status, present and former residences, education, employment history, criminal record, personal references, medical fitness, fingerprint

EA-133F-16-RP-0008 7

Vessel Monitoring System classification, and other pertinent information. For non-U.S. citizens, the Sponsor must request an Immigration and Customs Enforcement agency check. It is the option of the Office of Security to repeat the security processing on any contract employee at its discretion.

(e) Notification of Disqualifying Information. If the Office of Security receives disqualifying information on a contract employee, the COR will be notified. The Sponsor, in coordination with the Contracting Officer, will immediately remove the contract employee from duties requiring access to Departmental facilities or IT systems. Contract employees may be barred from working on the premises of a facility for any of the following:

(1) Conviction of a felony crime of violence or of a misdemeanor involving moral turpitude;

(2) Falsification of information entered on security screening forms or on other documents submitted to the Department;

(3) Improper conduct once performing on the contract, including criminal, infamous, dishonest, immoral, or notoriously disgraceful conduct or other conduct prejudicial to the Government, regardless of whether the conduct was directly related to the contract;

(4) Any behavior judged to pose a potential threat to Departmental information systems, personnel, property, or other assets.

(f) Failure to comply with security processing requirements may result in termination of the contract or removal of contract employees from Department of Commerce facilities or denial of access to IT systems.

(g) Access to National Security Information. Compliance with these requirements shall not be construed as providing a contract employee clearance to have access to national security information.

(h) The contractor shall include the substance of this clause, including this paragraph, in all subcontracts.

(End of clause)

C.15 CAR 1352.239-72 SECURITY REQUIREMENTS FOR INFORMATION

TECHNOLOGY RESOURCES (APR 2010)

(a) Applicability. This clause is applicable to all contracts that require contractor electronic access to Department of Commerce sensitive non-national security or national security information contained in systems, or administrative control of systems by a contractor that process or store information that directly supports the mission of the Agency.

(b) Definitions. For purposes of this clause, the term “Sensitive” is defined by the guidance set forth in the Computer Security Act of 1987 (P.L. 100-235), including the following definition of the term:

(1) Sensitive information is “… any information, the loss, misuse, or unauthorized access to, or modification of which could adversely affect the national interest or the, conduct of federal programs, or the privacy to which individuals are entitled under section 552a of title 5, United States Code (The Privacy Act), but which has not been specifically authorized under criteria established by an Executive Order or an Act of Congress to be kept secret in the interest of national defense or foreign policy.”

(2) For purposes of this clause, the term “National Security” is defined by the guidance set forth in:

(i) The DOC IT Security Program Policy and Minimum Implementation Standards, Section 4.3.

(ii) The DOC Security Manual, Chapter 18.

EA-133F-16-RP-0008 8

Vessel Monitoring System

(iii) Executive Order 12958, as amended, Classified National Security Information.

Classified or national security information is information that has been specifically authorized to be protected from unauthorized disclosure in the interest of national defense or foreign policy under an Executive Order or Act of Congress.

(3) Information technology resources include, but are not limited to, hardware, application software, system software, and information (data). Information technology services include, but are not limited to, the management, operation (including input, processing, transmission, and output), maintenance, programming, and system administration of computer systems, networks, and telecommunications systems.

(c) The contractor shall be responsible for implementing sufficient Information Technology security, to reasonably prevent the compromise of DOC IT resources for all of the contractor’s systems that are interconnected with a DOC network or DOC systems that are operated by the contractor.

(d) All contractor personnel performing under this contract and contractor equipment used to process or store DOC data, or to connect to DOC networks, must comply with the requirements contained in the DOC Information Technology Management Handbook (see DOC, Office of the Chief Information Officer website), or equivalent/more specific agency or operating unit counsel guidance as specified immediately hereafter [insert agency or operating unit counsel specific guidance, if applicable].

(e) Contractor personnel requiring a user account for access to systems operated by the contractor for DOC or interconnected to a DOC network to perform contract services shall be screened at an appropriate level in accordance with Commerce Acquisition Manual 1337.70, Security Processing Requirements for Service Contracts.

(f) Within 5 days after contract award, the contractor shall certify in writing to the COR that its employees, in performance of the contract, have completed initial IT security orientation training in DOC IT Security policies, procedures, computer ethics, and best practices, in accordance with DOC IT Security Program Policy, chapter 15, section 15.3. The COR will inform the contractor of any other available DOC training resources. Annually thereafter the contractor shall certify in writing to the COR that its employees, in performance of the contract, have completed annual refresher training as required by section 15.4 of the DOC IT Security Program Policy.

(g) Within 5 days of contract award, the contractor shall provide the COR with signed acknowledgement of the provisions as contained in Commerce Acquisition Regulation (CAR), 1352.209-72, Restrictions Against Disclosures.

(h) The contractor shall afford DOC, including the Office of Inspector General, access to the contractor’s and subcontractor’s facilities, installations, operations, documentation, databases, and personnel used in performance of the contract. Access shall be provided to the extent required to carry out a program of IT inspection, investigation, and audit to safeguard against threats and hazards to the integrity, availability, and confidentiality of DOC data or to the function of computer systems operated on behalf of DOC, and to preserve evidence of computer crime.

(i) For all contractor-owned systems for which performance of the contract requires interconnection with a DOC network on which DOC data will be stored or processed, the contractor shall provide, implement, and maintain a System Accreditation Package in accordance with the DOC IT Security Program Policy. Specifically, the contractor shall:

(1) Within 14 days after contract award, submit for DOC approval a System Certification Work Plan, including project management information (at a minimum the tasks, resources, and milestones) for the certification effort, in accordance with DOC IT Security Program Policy and [Insert agency or operating unit counsel specific guidance, if applicable]. The Certification Work

EA-133F-16-RP-0008 9

Vessel Monitoring System

Plan, approved by the COR, in consultation with the DOC IT Security Officer, or Agency/operating unit counsel IT Security Manager/Officer, shall be incorporated as part of the contract and used by the COR to monitor performance of certification activities by the contractor of the system that will process DOC data or connect to DOC networks. Failure to submit and receive approval of the Certification Work Plan may result in termination of the contract.

(2) Upon approval, follow the work plan schedule to complete system certification activities in accordance with DOC IT Security Program Policy Section 6.2, and provide the COR with the completed System Security Plan and Certification Documentation Package portions of the System Accreditation Package for approval and system accreditation by an appointed DOC official.

(3) Upon receipt of the Security Assessment Report and Authorizing Official’s written accreditation decision from the COR, maintain the approved level of system security as documented in the Security Accreditation Package, and assist the COR in annual assessments of control effectiveness in accordance with DOC IT Security Program Policy, Section 6.3.1.1.

(j) The contractor shall incorporate this clause in all subcontracts that meet the conditions in paragraph (a) of this clause.

(End of clause)

C.16 FAR 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 14 days prior to the end of the period of performance.

(End of clause)

C.17 FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT

(MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days prior to the end of the period of performance; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 66 months.

(End of clause)

C.18 OPTION FOR ADDITIONAL SERVICES

The Government may require performance of the service designated in the Schedule as Option Line Items by sending written notice to the Contractor no later than 30 days prior to performance commencing.

EA-133F-16-RP-0008 10

Performance of the service shall be (1) as specified in Attachment 1, Statement of Work; and (2) in accordance with the other terms of this contract, which shall continue in effect throughout option performance, except as the parties otherwise agree in writing.

(End of clause)

C.19 CAR 1352.201-72 CONTRACTING OFFICER'S REPRESENTATIVE (COR) (APR

2010)

(a) (To be provided at the 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: (To be provided at the time of award.)

(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.

C.20 CAR 1352.209-74 ORGANIZATIONAL CONFLICT OF INTEREST (APR 2010)

(a) Purpose. The purpose of this clause is to ensure that the contractor and its subcontractors:

(1) Are not biased because of their financial, contractual, organizational, or other interests which relate to the work under this contract, and

(2) Do not obtain any unfair competitive advantage over other parties by virtue of their performance of this contract.

(b) Scope. The restrictions described herein shall apply to performance or participation by the contractor, its parents, affiliates, divisions and subsidiaries, and successors in interest (hereinafter collectively referred to as "contractor") in the activities covered by this clause as a prime contractor, subcontractor, co-sponsor, joint venturer, consultant, or in any similar capacity.

For the purpose of this clause, affiliation occurs when a business concern is controlled by or has the power to control another or when a third party has the power to control both.

(c) Warrant and Disclosure. The warrant and disclosure requirements of this paragraph apply with full force to both the contractor and all subcontractors. The contractor warrants that, to the best of the contractor's knowledge and belief, there are no relevant facts or circumstances which would give rise to an organizational conflict of interest, as defined in FAR Subpart 9.5, and that the contractor has disclosed all relevant information regarding any actual or potential conflict. The contractor agrees it shall make an immediate and full disclosure, in writing, to the

EA-133F-16-RP-0008 11

Vessel Monitoring System

Contracting Officer of any potential or actual organizational conflict of interest or the existence of any facts that may cause a reasonably prudent person to question the contractor's impartiality because of the appearance or existence of bias or an unfair competitive advantage. Such disclosure shall include a description of the actions the contractor has taken or proposes to take in order to avoid, neutralize, or mitigate any resulting conflict of interest.

(d) Remedies. The Contracting Officer may terminate this contract for convenience, in whole or in part, if the Contracting Officer deems such termination necessary to avoid, neutralize or mitigate an actual or apparent organizational conflict of interest. If the contractor fails to disclose facts pertaining to the existence of a potential or actual organizational conflict of interest or misrepresents relevant information to the Contracting Officer, the Government may terminate the contract for default, suspend or debar the contractor from Government contracting, or pursue such other remedies as may be permitted by law or this contract.

(e) Subcontracts. The contractor shall include a clause substantially similar to this clause, including paragraphs (f) and (g), in any subcontract or consultant agreement at any tier expected to exceed the simplified acquisition threshold. The terms "contract," "contractor," and "Contracting Officer" shall be appropriately modified to preserve the Government's rights.

(f) Prime Contractor Responsibilities. The contractor shall obtain from its subcontractors or consultants the disclosure required in FAR Part 9.507-1, and shall determine in writing whether the interests disclosed present an actual, or significant potential for, an organizational conflict of interest. The contractor shall identify and avoid, neutralize, or mitigate any subcontractor organizational conflict prior to award of the contract to the satisfaction of the Contracting Officer. If the subcontractor's organizational conflict cannot be avoided, neutralized, or mitigated, the contractor must obtain the written approval of the Contracting Officer prior to entering into the subcontract. If the contractor becomes aware of a subcontractor's potential or actual organizational conflict of interest after contract award, the contractor agrees that the Contractor may be required to eliminate the subcontractor from its team, at the contractor's own risk.

(g) Waiver. The parties recognize that this clause has potential effects which will survive the performance of this contract and that it is impossible to foresee each circumstance to which it might be applied in the future. Accordingly, the contractor may at any time seek a waiver from the Head of the Contracting Activity by submitting such waiver request to the Contracting Officer, including a full written description of the requested waiver and the reasons in support thereof.

C.21 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 is:

NOAA National Marine Fisheries Service Office of Law Enforcement 1315 East-West Highway, SSMC-3 Silver Spring, Maryland 20910

EA-133F-16-RP-0008 12

C.22 NOAA ACQUISITION MANUAL (NAM) 1330-52.232-70 SUBMITTAL OF

INVOICES (MAR 2014)

Payment will be based on receipt of a proper invoice, satisfactory contract performance, and guidelines in FAR 32.9, Prompt Payment. Invoices for orders issued on a time-and-material or labor hour basis shall be supported by fully executed timesheets that are submitted with the invoice. Invoices shall be sent by electronic mail to the designated billing office as follows:

NOAA National Marine Fisheries Service Office of Law Enforcement ATTN: (To be provided at the time of award) 1315 East-West Highway, SSMC-3 Silver Spring, Maryland 20910 E-mail: (To be provided at the time of award) Phone: (To be provided at the time of award)

A copy of all invoices shall be sent by regular mail and electronic mail to the contract administration office as follows:

NOAA

Eastern Region Acquisition Division Attn: Christine Jeffries 200 Granby St.

Norfolk, VA 23510 Christine.Jeffries@noaa.gov Phone: 757-441-6894

The designated payment office for this contract is:

DOC/NOAA Finance Office 20020 Century Boulevard Germantown, MD 20874

The Government will return invoices that do not comply with these requirements

C.23 CAR 1352.270-70 PERIOD OF PERFORMANCE (APR 2010)

(a) The base period of performance of this contract is from the date of award through twelve (12) months thereafter. If an option is exercised, the period of performance shall be extended through the end of that option period.

(b) The option periods that may be exercised are as follows:

Period Start Date End Date Option I 12 months after the date of award 12 months after Option I is exercised Option II 24 months after the date of award 12 months after Option II is exercised mailto:Christine.Jeffries@noaa.gov

EA-133F-16-RP-0008 13

Vessel Monitoring System

Option III 36 months after the date of award 12 months after Option III is exercised Option IV 48 months after the date of award 12 months after Option IV is exercised

(c) The notice requirements for unilateral exercise of option periods are set out in FAR 52.217-9.

C.24 CAR 1352.237-75 KEY PERSONNEL (APR 2010)

(a) The contractor shall assign to this contract the following key personnel:

(Name) (Project Manager) (Name) (Technical Lead)

(b) The contractor shall obtain the consent of the Contracting Officer prior to making key personnel substitutions. Replacements for key personnel must possess qualifications equal to or exceeding the qualifications of the personnel being replaced, unless an exception is approved by the Contracting Officer.

(c) Requests for changes in key personnel shall be submitted to the Contracting Officer at least 15 working days prior to making any permanent substitutions. The request should contain a detailed explanation of the circumstances necessitating the proposed substitutions, complete resumes for the proposed substitutes, and any additional information requested by the Contracting Officer. The Contracting Officer will notify the contractor within 10 working days after receipt of all required information of the decision on substitutions. The contract will be modified to reflect any approved changes.

C.25 OTHER DIRECT COSTS – TRAVEL

Work required under this contract may require the Contractor to travel. If travel is required, the travel shall be requested and approved in advance by the Contracting Officer’s Representative (COR). The travel estimate shall include the name of the individual that is proposed to travel, the reason for the travel as it relates to the scope of work, the dates and location of travel, the estimated cost including a breakdown of cost (airfare, lodging, per diem), and confirmation that the cost is in compliance with the Federal Travel Regulations (FTR). Travel will be reimbursed in accordance with FAR Part 31 and the FTR, including allowable G&A expenses but exclusive of fee. These references can be found on the Internet at the following addresses: www.acquisition.gov and www.gsa.gov/travel.

C.26 NAM 1330-52.215-70 SCHEDULE OF DELIVERABLES (MAR 2014)

A schedule of deliverables at the task level that are required during the period of performance of this contract is provided within the Statement of Work.

C.27 ACCOUNTING SYSTEM ADMINISTRATION

(a) Definitions. As used in this clause— http://www.acquisition.gov/ http://www.gsa.gov/travel

EA-133F-16-RP-0008 14

Vessel Monitoring System

(1) “Acceptable accounting system” means a system that complies with the system criteria in paragraph (c) of this clause to provide reasonable assurance that—

(i) Applicable laws and regulations are complied with;

(ii) The accounting system and cost data are reliable;

(iii) Risk of misallocations and mischarges are minimized; and

(iv) Contract allocations and charges are consistent with billing procedures.

(2) “Accounting system” means the Contractor’s system or systems for accounting methods, procedures, and controls established to gather, record, classify, analyze, summarize, interpret, and present accurate and timely financial data for reporting in compliance with applicable laws, regulations, and management decisions, and may include subsystems for specific areas such as indirect and other direct costs, compensation, billing, labor, and general information technology.

(3) “Significant deficiency” means a shortcoming in the system that materially affects the ability of officials of the Department of Commerce to rely upon information produced by the system that is needed for management purposes.

(b) General: The Contractor shall establish and maintain an acceptable accounting system. Failure to maintain an acceptable accounting system, as defined in this clause, shall result in the withholding of payments if the contract includes the clause, Contractor Business Systems, and also may result in disapproval of the system.

(c) System criteria: The Contractor’s accounting system shall provide for—

(1) A sound internal control environment, accounting framework, and organizational structure;

(2) Proper segregation of direct costs from indirect costs;

(3) Identification and accumulation of direct costs by contract;

(4) A logical and consistent method for the accumulation and allocation of indirect costs to intermediate and final cost objectives;

(5) Accumulation of costs under general ledger control;

(6) Reconciliation of subsidiary cost ledgers and cost objectives to general ledger;

(7) Approval and documentation of adjusting entries;

(8) Management reviews or internal audits of the system to ensure compliance with the

Contractor’s established policies, procedures, and accounting practices;

(9) A timekeeping system that identifies employees’ labor by intermediate or final cost objectives;

(10) A labor distribution system that charges direct and indirect labor to the appropriate cost objectives;

(11) Interim (at least monthly) determination of costs charged to a contract through routine posting of books of account;

(12) Exclusion from costs charged to Government contracts of amounts which are not allowable in terms of Federal Acquisition Regulation (FAR) part 31, Contract Cost Principles and Procedures, and other contract provisions;

(13) Identification of costs by contract line item and by units (as if each unit or line item were a separate contract), if required by the contract;

(14) Segregation of preproduction costs from production costs, as applicable;

(15) Cost accounting information, as required—

(16) By contract clauses concerning limitation of cost (FAR 52.232-20), limitation of funds

(FAR 52.232-22), or allowable cost and payment (FAR 52.216-7); and

(17) To readily calculate indirect cost rates from the books of accounts;

(18) Billings that can be reconciled to the cost accounts for both current and cumulative amounts claimed and comply with contract terms;

EA-133F-16-RP-0008 15

Vessel Monitoring System

(19) Adequate, reliable data for use in pricing follow-on acquisitions; and

(20) Accounting practices in accordance with standards promulgated by the Cost Accounting

Standards Board, if applicable, otherwise, Generally Accepted Accounting Principles.

(d) Significant deficiencies:

(1) The Contracting Officer will provide an initial determination to the Contractor, in writing, of any significant deficiencies. The initial determination will describe the deficiency in sufficient detail to allow the Contractor to understand the deficiency.

(2) The Contractor shall respond within 30 days to a written initial determination from the Contracting Officer that identifies significant deficiencies in the Contractor's accounting system. If the Contractor disagrees with the initial determination, the Contractor shall state, in writing, its rationale for disagreeing.

(3) The Contracting Officer will evaluate the Contractor's response and notify the Contractor, in writing, of the Contracting Officer’s final determination concerning—

(i) Remaining significant deficiencies;

(ii) The adequacy of any proposed or completed corrective action; and

(iii) System disapproval, if the Contracting Officer determines that one or more significant deficiencies remain.

(e) If the Contractor receives the Contracting Officer’s final determination of significant deficiencies, the Contractor shall, within 45 days of receipt of the final determination, either correct the significant deficiencies or submit an acceptable corrective action plan showing milestones and actions to eliminate the significant deficiencies.

(f) Withholding payments: If the Contracting Officer makes a final determination to disapprove the Contractor’s accounting system, and the contract includes the clause, Contractor Business Systems, the Contracting Officer will withhold payments in accordance with that clause.

(End of clause)

C.28 FAR 52.203-99 PROHIBITION ON CONTRACTING WITH ENTITIES THAT

REQUIRE CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS (DEVIATION)

(FEB 2015)

(a) The Contractor shall not require employees or subcontractors seeking to report fraud, waste, or abuse to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or subcontractors from lawfully reporting such waste, fraud, or abuse to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information.

(b) The contractor shall notify employees that the prohibitions and restrictions of any internal confidentiality agreements covered by this clause are no longer in effect.

(c) The prohibition in paragraph (a) of this clause does not contravene requirements applicable to Standard Form 312, Form 4414, or any other form issued by a Federal department or agency governing the nondisclosure of classified information.

(d)(1) In accordance with section 743 of Division E, Title VII, of the Consolidated and Further Continuing Resolution Appropriations Act, 2015 (Pub. L. 113-235), use of funds appropriated (or otherwise made available) under that or any other Act may be prohibited, if the Government determines that the Contractor is not in compliance with the provisions of this clause.

EA-133F-16-RP-0008 16

Vessel Monitoring System

(2) The Government may seek any available remedies in the event the Contractor fails to comply with the provisions of this clause.

C.29 CAR 1352.239-70 SOFTWARE LICENSE ADDENDUM (APR 2010)

(a) This Addendum incorporates certain terms and conditions relating to federal procurement actions. The terms and conditions of this Addendum take precedence over the terms and conditions contained in any license agreement or other contract documents entered into between the parties.

(b) Governing Law: Federal procurement law and regulations, including the Contract Disputes Act, 41 U.S.C. Section 601 et. seq., and the Federal Acquisition Regulation (FAR), govern the agreement between the parties. Litigation arising out of this contract may be filed only in those fora that have jurisdiction over federal procurement matters.

(c) Attorney's Fees: Attorney's fees are payable by the federal government in any action arising under this contract only pursuant to the Equal Access in Justice Act, 5 U.S.C. Section 504.

(d) No Indemnification: The federal government will not be liable for any claim for indemnification; such payments may violate the Anti-Deficiency Act, 31 U.S.C. Section 1341(a).

(e) Assignment: Payments may only be assigned in accordance with the Assignment of Claims Act, 31 U.S.C. Section 3727, and FAR Subpart 32.8, “Assignment of Claims.”

(f) Invoices: Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. Section 3903) and Office of Management and Budget (OMB) Circular A-125, Prompt Payment.

(g) Patent and Copyright Infringement: Patent or copyright infringement suits brought against the United States as a party may only be defended by the U.S. Department of Justice (28 U.S.C. Section 516).

(h) Renewal of Support after Expiration of this Award: Service will not automatically renew after expiration of the initial term of this agreement.

(i) Renewal may only occur in accord with (1) the mutual agreement of the parties; or (2) an option renewal clause allowing the Government to unilaterally exercise one or more options to extend the term of the agreement.

(End of clause)

C.30 NAM 1330-52.237-70 CONTRACTOR COMMUNICATIONS (MAR 2014)

(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

EA-133F-16-RP-0008 17

Vessel Monitoring System

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

(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.

(End of clause)

C.31 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.

C.32 AGENCY OFFICE OF THE INSPECTOR GENERAL

The agency office of the Inspector General referenced in paragraphs (b), (c), and (d) of Federal Acquisition Regulation (FAR) clause 52.203-13, Contractor Code of Business Ethics and Conduct, is the Department of Commerce Office of Inspector General (OIG), headquartered in Washington D.C. at the following address:

U.S. Department of Commerce Office of Inspector General 1401 Constitution Avenue N.W.

Washington, DC 20230

EA-133F-16-RP-0008 18

Vessel Monitoring System

Tel: (202) 482-4661

To report an allegation of fraud, waste, or abuse, contact the (OIG) online Hotline: http://www.oig.doc.gov/Pages/Online-Hotline-Complaint-Form.aspx or call (800) 424- 5197.

END OF FAR 52.212-4, CONTRACT TERMS AND CONDITIONS – COMMERCIAL

ITEMS (MAY 2015) ADDENDUM

C.34 FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS-COMMERCIAL ITEMS (MAR

2016)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015)

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004)(Public Laws 108-

77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the

Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.] XX (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with

Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

XX (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C.

3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and

Reinvestment Act of 2009 (June 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

XX (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2015) (Pub. L. 109-282) (31 U.S.C. 6101 note).

__ (5) [Reserved].

XX (6) 52.204-14, Service Contract Reporting Requirements (Jan 2014) (Pub. L. 111-117, section 743 of Div. C).

__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery

Contracts (Jan 2014) (Pub. L. 111-117, section 743 of Div. C).

XX (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with

Contractors Debarred, Suspended, or Proposed for Debarment. (Oct 2015) (31 U.S.C. 6101 note).

XX (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) (41 U.S.C. 2313).

__ (10) [Reserved].

__ (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15

U.S.C. 657a).

__ (ii) Alternate I (Nov 2011) of 52.219-3.

http://www.oig.doc.gov/Pages/Online-Hotline-Complaint-Form.aspx https://www.acquisition.gov/sites/default/files/current/far/html/52_207_211.html#wp1146366 https://www.acquisition.gov/sites/default/files/current/far/html/52_233_240.html#wp1113329 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/sites/default/files/current/far/html/52_233_240.html#wp1113344 http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1137622 http://uscode.house.gov/ http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1141983 http://uscode.house.gov/ http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1144881 https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1141649 http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1151163 https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1151299 https://www.acquisition.gov/sites/default/files/current/far/html/52_207_211.html#wp1140926 https://www.acquisition.gov/sites/default/files/current/far/html/52_207_211.html#wp1145644 https://www.acquisition.gov/sites/default/files/current/far/html/52_217_221.html#wp1135955 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t13t16+492+90++%2815%29%20%20AND%20%28%2815%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t13t16+492+90++%2815%29%20%20AND%20%28%2815%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/sites/default/files/current/far/html/52_217_221.html#wp1135955

EA-133F-16-RP-0008 19

Vessel Monitoring System

__ (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (ii) Alternate I (JAN 2011) of 52.219-4.

__ (13) [Reserved] __ (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2011) (15 U.S.C. 644).

__ (ii) Alternate I (Nov 2011).

__ (iii) Alternate II (Nov 2011).

__ (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C.

644).

__ (ii) Alternate I (Oct 1995) of 52.219-7.

__ (iii) Alternate II (Mar 2004) of 52.219-7.

__ (16) 52.219-8,…