SP133E17RP0043.pdf

7. ISSUED BY

SATELLITE AND INFO ACQ DIV

1325 EAST WEATR HWY

SSMC2, 11TH FLOOR

SILVER SPRING MD 20910

CODE

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

SOLICITATION

9. Sealed offers in original and 1 copies for furnishings the supplies or services in the Schedule will be received at the place specified in item 8, or if hand carried, in the depository located in email addresses listed in section L.7 of this RFP until 3:00pmESTlocal time 04/03/2017 (Hour) (Date)

CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

11. TABLE OF CONTENTS

(X) SEC. DESCRIPTION PAGE(S) (X) SEC. DESCRIPTION PAGE(S)

PART I - THE SCHEDULE PART II - CONTRACT CLAUSES

X A SOLICITATION/CONTRACT FORM 1 X I CONTRACT CLAUSES 29-34

X B SUPPLIES OR SERVICES AND PRICES/COSTS 2-5 PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

X C DESCRIPTION/SPECS./WORK STATEMENT 5 X J LIST OF ATTACHMENTS 34

X D PACKAGING AND MARKING 5 PART IV - REPRESENTATIONS AND INSTRUCTIONS

X E INSPECTION AND ACCEPTANCE 6-7 X

K

REPRESENTATIONS, CERTIFICATIONS AND OTHER

STATEMENTS OF OFFERORS

34-42

X F DELIVERIES OR PERFORMANCE 7-8

X G CONTRACT ADMINISTRATION DATA 8-11 X L INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS 42-51

X H SPECIAL CONTRACT REQUIREMENTS 12-28 X M EVALUATION FACTORS FOR AWARD 52-57

OFFER (Must be fully completed by offeror)

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Clause No. 52.232-8)

10 CALENDAR DAYS (%) 20 CALENDAR DAYS (%) 30 CALENDAR DAYS (%) CALENDAR DAYS(%)

14. ACKNOWLEDGMENT OF AMENDMENTS

(The offeror acknowledges receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated):

AMENDMENT NO. DATE AMENDMENT NO. DATE

15A. NAME AND

ADDRESS

OF OFFER-

OR

CODE FACILITY 16. NAME AND THE TITLE OF PERSON AUTHORIZED TO SIGN OFFER

(Type or print)

15B. TELEPHONE NUMBER

15C. CHECK IF REMITTANCE ADDRESS IS

DIFFERENT FROM ABOVE - ENTER SUCH

ADDRESS IN SCHEDULE.

17. SIGNATURE 18. OFFER DATE

AREA CODE NUMBER EXTENSION

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

22. AUTHORITY FOR USING OTHER THAN FULL OPEN COMPETITION:

10 U.S.C. 2304 (c) 41 U.S.C. 3304(a) ( )

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

(4 copies unless otherwise specified)

ITEM

24. ADMINISTERED BY (If other than Item 7) 25. PAYMENT WILL BE MADE BY CODE

26. NAME OF CONTRACTING OFFICER (Type or print) 27. UNITED STATES OF AMERICA

(Signature of Contracting Officer)

28. AWARD DATE

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

STANDARD FORM 33 (REV. 6/2014)

Prescribed by GSA - FAR (48 CFR) 53.214 (c)

SOLICITATION, OFFER AND AWARD

1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

RATING PAGE OF PAGES

1 57

2. CONTRACT NUMBER 3. SOLICITATION NUMBER

SP-133E-17-RP-0043

4. TYPE OF SOLICITATION

SEALED BID (IFB)

X NEGOTIATED (RFP)

5. DATE ISSUED

03/03/2017

6. REQUISITION/PURCHASE NUMBER

NEEG1100-16-01621

AJF00025 8. ADDRESS OFFER TO (If other than item 7)

10. FOR

INFORMATION

CALL:

A. NAME

SEE SECTION L.7 of RFP

B. TELEPHONE (NO COLLECT CALLS) C. E-MAIL ADDRESS

AREA CODE

NUMBER

EXTENSION

RADIO FREQUENCY INTERFERENCE MONITORING SYSTEM (RFIMS)

SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS

Item No. Supplies/Services Estimated

Quantity

Unit Unit Price Amount

0001 BASE DELIVERABLE ESTIMATED

COST

(PHASE I – Concept Exploration)

DELIVERY: NLT 270 Days After Receipt of

Base Award

FIXED FEE

TOTAL COST PLUS FIXED FEE (BASE

PERIOD)

1 LT $

[OPTION] DELIVERABLE ESTIMATED

(PHASE II - DEMONSTRATION)

DELIVERY: NLT 180 Days After Receipt of

Exercise of Optional CLIN

TOTAL COST PLUS FIXED FEE

1 LT

(OPT)

(PHASE III – INSTALLATION &

DEPLOYMENT)

LOCATIONS:

Suitland, MD

Key Biscayne, FL

Miami, FL

Wallops Island, VA

Exercise Optional CLIN

LT

LOCATIONS:

Fairbanks, AK

Norman, OK

Boulder, CO

Greenbelt, MD

LOCATIONS:

Bay St. Louis, MS

Kansas City, MO

Monterey, CA

Ford Island, HI

LOCATIONS:

Anchorage, AK

Barrow, AK

Barrigada, GU

Guaynabo, PR

Fairmont, WV

(OPERATIONS, SUSTAINMENT &

MAINTENANCE INCLUDING SPARES &

REPAIR PARTS)

DELIVERY: EXERCISE OF OPTIONAL

CLIN THROUGH 12 MONTHS

(OPERATIONS, SUSTAINMENT &

MAINTENANCE INCLUDING SPARES &

REPAIR PARTS)

DELIVERY: EXERCISE OF OPTIONAL

CLIN THROUGH 9 MONTHS

[OPTION] DELIVERABLE ESTIMATED COST

(PHASE III - DOD)

LOCATION: Multiple TBD DELIVERY: NLT 21 months after option exercise

[OPTION] DELIVERABLE ESTIMATED COST

(PHASE III - DOI)

LOCATION: Multiple TBD DELIVERY: NLT 21 months after option exercise

(End of Provision)

B.1. 1352.216-70 -- ESTIMATED AND ALLOWABLE COSTS (APR 2010)

(a) Estimated Costs. The estimated cost of this contract is $TBD, which consists of $TBD for reimbursable costs and

$TBD for fixed fee.

These costs shall be subject to the provisions of FAR clause 52.232-20, ``Limitation of Cost,'' FAR clause 52.216-7, ``Allowable Cost and Payments,'' and FAR clause 52.216-8, ̀ `Fixed Fee.''

(b) Subject to Availability of Funds.

The amount of funding for this contract is $TBD, which consists of $TBD for reimbursable costs and $TBD for Fixed Fee.

These costs shall be subject to the provisions of FAR 52.232-22, “Limitations of Funds.”

(c) Allowable Costs.

(1) Final annual indirect cost rate(s) and the appropriate base(s) shall be established in accordance with FAR

Subpart 42.7, in effect for the period covered by the indirect cost rate proposal.

(2) Until final annual indirect cost rates are established for any period, the Government shall reimburse the

Contractor at billing rates established by the Contracting Officer (or cognizant Federal agency official) or auditor in accordance with FAR 42.704, subject to adjustment when the final rates are established. The established billing rates are currently as follows: $TBD.

(End of Clause)

- END OF SECTION B -

SECTION C – STATEMENT OF OBJECTIVES

C.1 STATEMENT OF OBJECTIVES - SEE SECTION J - ATTACHMENT ONE (1)

END OF SECTION C –

SECTION D – PACKAGING AND MARKING

D.1 PACKING FOR DOMESTIC SHIPMENT

Material shall be packed for shipment in such a manner that will ensure acceptance by common carriers and safe delivery at destination. Containers and closures shall comply with the Interstate Commerce Commission regulations, Uniform Freight

Classification rules, or regulations of other carriers as applicable to the mode of transportation.

END OF SECTION D –

SECTION E – INSPECTION AND ACCEPTANCE

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. The full text of a clause may be accessed electronically at this/these address(es):

https://acquisition.gov/far/index.html http://farsite.hill.af.mil/vffara.htm

E.1. 52.246-3 -- INSPECTION OF SUPPLIES -- COST-REIMBURSEMENT (MAY 2001)

E.2. 52.246-5 -- INSPECTION OF SERVICES—COST-REIMBURSEMENT (APR 1984)

E.3. 52.246-8 -- INSPECTION OF RESEARCH AND DEVELOPMENT -- COST-REIMBURSEMENT (MAY 2001)

E.4. 52.246-16 – RESPONSIBILITY OF SUPPLIES (APR 1984)

E.5. 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 for supplies and services is located in Table 5 of the SOO.

(End of clause)

E.6. INSPECTION AND ACCEPTANCE

a. RFIMS items developed, procured or integrated under this contract at origin, or at destination, or both. The

Government shall have the right to observe and or inspect any and all Contractor tests and demonstrations prior to acceptance of a CLIN. Acceptance of the work called for herein shall be accomplished at the CLIN level only and shall be performed by the Government Contracting Officer or a duly authorized representative.

b. Government acceptance of RFIMS design and development of a proof of concept (CLIN 0001) shall be at the

Government designated location at the CLIN level. Government acceptance of the proof of concept CLIN shall be based on the associated Contractor and Government verification and validation testing including

RFIMS functional, performance, operations, and security testing.

c. Government acceptance of RFIMS design and development of prototype(s) (CLIN 1001) shall be at the

Government designated location at the CLIN level. Government acceptance of the prototype (s) CLIN shall be based on the associated Contractor and Government verification and validation testing including RFIMS functional, performance, operations, and security testing.

d. Government acceptance of RFIMS units shall be accomplished on a CLIN by CLIN basis once all locations identified in a particular CLIN have been deployed, installed, tested, and meet all system objectives and key performance parameters contained with the Statement of Objectives. This applies to NOAA CLINs 2001-2004, DOD CLIN 4001, and DOI CLIN 5001.

e. Government acceptance of RFIMS Maintenance, Operations and Sustainment (CLINs 3001-3002) shall be at the Government designated location at the CLIN level. Government acceptance of the Maintenance,

f. Operations and Sustainment CLINs shall be based on the maintenance, configuration management, logistics, and resources required to maintain RFIMS operations of hardware and software.

- END OF SECTION E -

SECTION F – DELIVERIES OR

PERFORMANCE

F.1. 52.242-15 -- STOP-WORK ORDER (AUG 1989) (APR 1984)

F.2. 52.242-15 -- STOP-WORK ORDER (AUG 1989) - ALTERNATE I (APR 1984)

F.3. 52.247-34 – FOB DESTINATION (NOV 1991)

F.4. 1352.270-70 -- PERIOD OF PERFORMANCE (APR 2010)

(a) The total Period of Performance of the contract shall not exceed five (5) years and six (6) months from the date of contract award.

(b) The Period of Performance is from TO BE DETERMINED AT TIME OF AWARD, 2017 through TO BE DETERMINED

AT TIME OF AWARD, 2022 inclusive of all options.

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

F.5. DELIVERY SCHEDULE – MILESTONE EVENTS

CLIN(s) Milestone Event Deliverable Date

CLIN 0001

BASE

IBR Integrated Baseline Review in accordance with Clause

52.234-3 Notice of Earned Value Management System-Post

Award Integrated Baseline Review

To be determined at time of award

CLIN 0001

BASE

Phase I – Concept

Exploration Medium-fidelity

Prototype

Detection, classification, identification, and notification capability proof of concept validation through the Contractor performing active research and development with analytical and laboratory studies.

To be determined at time of award

CLIN 1001

OPTION

Phase II –

Demonstration

High-fidelity

Prototype

Demonstration showing the prototype system can meet minimum key performance parameters in accordance with the Statement of Objectives.

CLIN 1001

OPTION

Preliminary or

Critical Design

(PDR/CDR)

Review

System design review in accordance with the contractor’s identified process.

To be determined at time of award

CLIN

2001-2004

Phase III –

Installation and

Demonstration showing the system can meet minimum operational capabilities at a designated earth station

SECTION F – DELIVERIES OR PERFORMANCE

OPTIONS

Deployment Initial

Operating

Capability

CLIN

2001-2004

OPTIONS

Phase III –

Installation and

Deployment

Full Operating

Capability

Demonstration showing the system can meet minimum operational capabilities at a designated earth station

-END OF SECTION F-

SECTION G – CONTRACT ADMINISTRATION DATA

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. The full text of a clause may be accessed electronically at this/these address(es):

G.1. 52.232-16 PROGRESS PAYMENTS (APR 2003)

G.2. 1352.201-70 -- CONTRACTING OFFICER’S AUTHORITY (MAR 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 cost.

G.3. 1352.201-72 -- CONTRACTING OFFICER’S REPRESENTATIVE (COR) (APR 2010)

(a) Michael Long 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:

Michael Long, Contracting Officer Representative

NOAA NESDIS OSGS

1315 East West Highway, SSMC3, Suite 4309

Silver Spring, MD 20910-3282

Phone: (301) 713-4744

Email: Michael.long@noaa.gov

(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 mailto:Michael.long@noaa.gov

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.4. HOLIDAYS

The Government hereby provides NOTICE and Contractor hereby acknowledges RECEIPT that Government personnel observe the listed days as holidays:

(1) New Year’s Day

(2) Birthday of Martin Luther King, Jr.

(3) Washington’s Birthday

(4) Memorial Day

(5) Independence Day

(6) Labor Day

(7) Columbus Day

(8) Veterans Day

(9) Thanksgiving Day

(10) Christmas Day

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

(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.

(c) When any such day falls on a Saturday, the preceding Friday is observed. When any such day falls on a Sunday, the following Monday is observed. Observance of such days by Government personnel will not be cause for an extension to the delivery schedule or period of performance or adjustment to the price, estimated cost, or fee(s), if any, except as set forth in the contract.

(d) Except for designated around-the-clock or emergency operations, Contractor personnel shall not be able to perform on-site under this contract with National Oceanic and Atmospheric Administration (NOAA) on holidays set forth above. The

Contractor shall not charge any holiday as direct charge to the contract. In the event Contractor personnel work during a holiday observed by the Contractor other than those above, no form of holiday or other premium compensation will be reimbursed as either a direct or indirect cost. However, this does not preclude reimbursement for authorized overtime work.

(e) In the event NOAA grants administrative leave to its Government employees at the site, on-site Contractor personnel shall also be dismissed if the site is being closed. However, the Contractor shall continue to provide sufficient personnel to perform around-the-clock requirements of critical efforts already in progress or scheduled and shall be guided by the instructions issued by the Contracting Officer and her/his duly appointed representative. In each instance when the site is closed to Contractor personnel as a result of inclement weather, potentially hazardous conditions, explosions, or other special circumstances, the Contractor will direct its staff as necessary to take actions such as reporting to its own site(s) or taking appropriate leave consistent with its policies. The cost of salaries and wages to the Contractor for the period of any such site closure shall be a reimbursable item of direct cost under the contract for employees whose regular time is normally a direct charge, if they continue to perform on contract work; otherwise, the costs are reimbursable as indirect costs in accordance with the Contractor's established accounting policy.

G.5. SUBMISSION OF INVOICES

The contractor shall submit an original and one copy of all invoices/vouchers and any required supporting documentation to the

Contracting Officer's Representative (COR) with a copy to the Contracting Officer and a copy to the designated payment office.

Invoices must indicate amounts invoiced by Contract Line Item (CLIN).

Original invoices shall be mailed to the Contracting Officer’s Representative (COR) as follows:

Michael Long, Contracting Officer Representative

NOAA NESDIS OSGS

1315 East West Highway, SSMC3, Suite 4309

Silver Spring, MD 20910-3282

The designated payment office for this contract is:

DEPT OF COMMERCE - NOAA

OFA232 - ATTN: CONTRACTS

20020 CENTURY BLVD, ROOM 212

GERMANTOWN, MD 20874-1143

To constitute a proper invoice it must include the items listed in paragraphs (a) through (k) of this section. If the invoice does not comply with these requirements, it will be returned within 7 days after the date the designated billing office received the invoice with a statement of the reason why it is not a proper invoice. If such notice is not timely, then an adjusted due date for the purpose of determining an interest penalty, if any, will be established in accordance with FAR 32.907-1(b):

(a) Name and address of the Contractor.

(b) Contractors are strongly encouraged to assign a sequential Invoice Numbering.

(c) Invoice date. (Contractors are encouraged to date invoices as close as possible to the date of mailing or transmission.)

(d) Contract number or other authorization for supplies delivered or services performed (including order number and contract line item number).

(e) Description, quantity, unit of measure, unit price, and extended price of supplies delivered or services performed.

(f) Shipping and payment terms (e.g., shipment number and date of shipment, prompt payment discount terms). Bill of lading number and weight of shipment will be shown for shipments on Government bills of lading.

(g) Name and address of Contractor official to whom payment is to be sent (must be the same as that in the contract or in a proper notice of assignment).

(h) Name (where practicable), title, phone number, and mailing address of person to be notified in the event of a defective invoice.

(i) Any other information or documentation required by the contract (such as evidence of shipment).

(j) Current invoice amount and cumulative invoiced under the contract.

(k) Detailed breakdown by cost elements of costs incurred to include a breakdown of direct labor by labor category and total and cumulative hours expended on each invoice.

G.6. EVALUATION OF CONTRACTOR PERFORMANCE

Interim and final evaluations of contractor performance will be prepared on this contract in accordance with FAR 42.15. The final performance evaluation will be prepared within 30 days of completion of work. In addition to the final evaluation, at least one interim evaluation will be prepared during the base period and each option period, if exercised.

Interim and final evaluations will be provided to the Contractor as soon as practicable after completion of the evaluation. The

Contractor will be permitted thirty days to review the document and to submit additional information or a rebutting statement. If agreement cannot be reached between the parties, the matter will be referred to an individual one level above the

Contracting Officer, whose decision will be final.

Copies of the evaluations, contractor responses, and review comments, if any, will be retained as part of the contract file, and may be used to support future award decisions.

G.7. NONPERSONALSERVICES

(a) Pursuant to FAR 37.1, no personal services shall be performed under this contract. All work requirements shall flow only from the Contracting Officer or the Contracting Officer’s Representative to the Contractor’s Project

Manager. No Contractor employee will be directly supervised by the Government. All individual contractor employee assignments, and daily work direction, shall be given by the applicable contractor 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.

(b) Pursuant to FAR 7.5, the Contractor shall not perform any inherently governmental actions under this contract.

No Contractor employee shall hold him or herself out 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 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 contractors in connection with this contract, the Contractor employee shall state that they have no authority to in any way change the contract and that if the other contractor believes this communication to be a direction to change their contract, they should notify the Contracting Officer for that contract and not carry out the direction until a clarification has been issued by the Contracting Officer.

(c) The Contractor shall ensure that all of its employees working on this contract are informed of the substance of this article. Nothing in this article shall limit the Government's rights in any way under the other provisions 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 article shall be included in all subcontracts at any tier.

- END OF SECTION G -

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.1. 1352.208-70 -- RESTRICTIONS ON PRINTING AND DUPLICATING (APR 2010)

(a) The Contractor is authorized to duplicate or copy production units provided the requirement does not exceed 5,000 production units of any one page or 25,000 production units in the aggregate of multiple pages. Such pages may not exceed a maximum image size of 10-3/4 by 14-1/4 inches. A "production unit" is one sheet, size 8-1/2 x 11 inches (215 x 280 mm), one side only, and one color ink. Production unit requirements are outlined in the Government Printing and Binding

Regulations.

(b) This clause does not preclude writing, editing, preparation of manuscript copy, or preparation of related illustrative material as a part of this contract, or administrative duplicating/copying (for example, necessary forms and instructional materials used by the Contractor to respond to the terms of the contract).

(c) Costs associated with printing, duplicating, or copying in excess of the limits in paragraph (a) of this clause are unallowable without prior written approval of the Contracting Officer. If the Contractor has reason to believe that any activity required in fulfillment of the contract will necessitate any printing or substantial duplicating or copying, it shall immediately provide written notice to the Contracting Officer and request approval prior to proceeding with the activity.

Requests will be processed by the Contracting Officer in accordance with FAR 8.802.

(d) The Contractor shall include in each subcontract which may involve a requirement for any printing, duplicating, and copying in excess of the limits specified in paragraph (a) of this clause, a provision substantially the same as this clause, including this paragraph (d).

H.2. 1352.209-72 -- RESTRICTIONS AGAINST DISCLOSURE (APR 2010)

(a) The Contractor agrees, in the performance of this contract, to keep the information furnished by the Government or acquired/developed by the Contractor in performance of the contract and designated by the Contracting Officer or Contracting

Officer’s Representative, in the strictest confidence. The Contractor also agrees not to publish or otherwise divulge such information, in whole or in part, in any manner or form, nor to authorize or permit others to do so, taking such reasonable measures as are necessary to restrict access to such information while in the Contractor’s possession, to those employees needing such information to perform the work described herein, i.e., on a “need to know” basis. The Contractor agrees to immediately notify the Contracting Officer in writing in the event that the Contractor determines or has reason to suspect a breach of this requirement has occurred.

(b) The Contractor agrees that it will not disclose any information described in subsection (a) to any person unless prior written approval is obtained from the Contracting Officer. The Contractor agrees to insert the substance of this clause in any consultant agreement or subcontract hereunder.

H.3. 1352.209-73 -- COMPLIANCE WITH THE LAWS (APR 2010)

The Contractor shall comply with all applicable laws, rules and regulations which deal with or relate to performance in accord with the terms of the contract.

H.4. RESTRICTIONS ON FUTURE CONTRACTING

(a) The contractor and its subcontractors may be prohibited from competing for or receiving a contract, as prime contractors or subcontractors at any tier:

(1) To perform systems engineering and/or technical direction work associated with the RFIMS services/supplies for which the offeror does not have overall contractual responsibility consistent with FAR 9.505-1, or

(2) That would place the offeror in a position to evaluate or otherwise favor its own products or services, or

(3) That would otherwise impair offeror’s objectivity.

(b) The restrictions described herein shall apply to performance or participation by the contractor and any of its affiliates or successors in interest (hereinafter collectively referred to as "contractor”) in the activities covered by this clause as a prime contractor, subcontractor, co-sponsor, joint venture, 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.

H.5. 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 venture, 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 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.

H.6. 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 $200,000.

(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.

H.7. 1352.228-71 -- DEDUCTIBLES UNDER REQUIRED INSURANCE COVERAGE- COST REIMBURSEMENT

(APR 2010)

(a) The Contractor is required to present evidence of the amount of any deductibles in its insurance coverage.

(b) For any insurance required pursuant to 1352.228-70, Insurance Coverage, the Contractor’s deductible is not allowable as a direct or indirect cost under this contract. The Government is not liable, and cannot be invoiced, for any losses up to the minimum amounts of coverage required in paragraphs (a) through (d) of clause 1352.228-70. If the Contractor obtains an insurance policy with deductibles, the Contractor, and not the Government, is responsible for any deductible amount up to the minimum amounts of coverage stated.

(c) If the Contractor fails to follow all procedures stated in this subsection and in FAR 52.228-7 (g), any amounts above the amount of the obtained insurance coverage which are not covered by insurance will not be reimbursable under the contract.

H.8. 1352.228-76 -- APPROVAL OF GROUP INSURANCE PLANS (APR 2010)

Under cost-reimbursement contracts, before buying insurance under a group insurance plan, the Contractor shall submit the plan for approval to the Contracting Officer. Any change in benefits provided under an approved plan that can reasonably be expected to increase significantly the cost to the Government shall require similar approval.

H.9. 1352.231-71 -- DUPLICATION OF EFFORT (APR 2010)

The Contractor hereby certifies that costs for work to be performed under this contract and any subcontracts hereunder are not duplicative of any costs charged against any other Government contract, subcontract, or other Government source. The

Contractor agrees to advise the Contracting Officer, in writing, of any other Government contract or subcontract it has performed or is performing which involves work directly related to the purpose of this contract. The Contractor also certifies and agrees that any and all work performed under this contract shall be directly and exclusively for the use and benefit of the

Government, and not incidental to any other work, pursuit, research, or purpose of the Contractor, whose responsibility it will be to account for it accordingly.

H.10. 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 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.

H.11. 1352.237-73 -- FOREIGN NATIONAL VISITOR AND GUEST ACCESS TO DEPARTMENTAL

RESOURCES (APR 2010)

(a) The contractor shall comply with the provisions of Department Administrative Order 207–12, Foreign National Visitor and

Guest Access Program; Bureau of Industry and Security Export Administrative Regulations Part 734, and [insert operating unit counsel specific procedures]. The contractor shall provide the Government with notice of foreign nationals requiring access to any

Department of Commerce facility or through a Department of Commerce IT system.

(b) The contractor shall identify each foreign national who requires access to any Departmental resources, and shall provide all requested information in writing to the Contracting Officer's Representative.

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

H.12. 1352.237-75 – KEY PERSONNEL (APR 2010)

(a) The Contractor shall assign to this contract at award the following key personnel:

1. Program Manager (PM): This individual understands project management and the technical arena to which it is applied. This individual can direct the technical team and understands the requirements of the contract. The PM will focus on personnel staffing, cost accounting, logistics and providing technical systems engineering support.

(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.

H.13. 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 (Pub. 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.

(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 Web site), 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 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.

H.13 52.234-4 EARNED VALUE MANAGEMENT SYSTEM (NOV 2016)

(a) The Contractor shall use an earned value management system (EVMS) that has been determined by the Cognizant Federal

Agency (CFA) to be compliant with the guidelines in Electronic Industries Alliance Standard 748 (EIA-748) (current version at the time of award) to manage this contract. If the Contractor's current EVMS has not been determined compliant at the time of award, see paragraph (b) of this clause. The Contractor shall submit reports in accordance with the requirements of this contract.

(b) If, at the time of award, the Contractor's EVM System has not been determined by the CFA as complying with EVMS guidelines or the Contractor does not have an existing cost/schedule control system that is compliant with the guidelines in EIA-

748 (current version at time of award), the Contractor shall--

(1) Apply the current system to the contract; and

(2) Take necessary actions to meet the milestones in the…